Proficient Auto Logistics, Inc

DEF 14A 1 ea0237157-01.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Stockholders:

It is with great pleasure that I invite you to our 2025 Annual Meeting of Stockholders, the first meeting of stockholders after our successful initial public offering in 2024. The meeting will be held on Tuesday, May 6, 2025, at 11:00 a.m. Eastern Time. Our Annual Meeting will be held in a virtual-only format.

2024 was a momentous year for the Company. We completed our initial public offering and the combination of our five founding companies, Delta Auto Transport, Inc., Deluxe Auto Carriers, Inc., Sierra Mountain Group, Inc., Proficient Auto Transport and Tribeca Automotive Inc. Not long after the IPO and consistent with our growth strategy, we also completed the acquisition of Auto Transport Group.

Although the underlying market conditions became difficult in the second half of 2024, and remain so, we continue to build an integrated national operating foundation that we are confident will serve us well as the market begins to rebound. Likewise, the strength of our balance sheet will be a differentiating factor in the marketplace and positions us to take advantage of the opportunities that can often arise from difficult markets.

Our formal agenda for the meeting is to vote on the election of directors and to ratify the selection of independent auditors for 2025. In addition, I will report to you the highlights of 2024 and discuss the outlook for our business in 2025. We will also answer any questions you may have. Representatives of our independent auditors will be in attendance at the meeting and will be available to answer questions as well.

Whether or not you plan to attend the meeting, your vote on these matters is important to us. Stockholders of record can vote their shares via the Internet, by using a toll-free telephone number or by requesting and completing a proxy card and mailing it in the return envelope provided. If you hold shares through your broker or other intermediary, that person or institution will provide you with instructions on how to vote your shares.

If you are a beneficial holder of our shares, we urge you to give voting instructions to your broker so that your vote can be counted. This is especially important since the Nasdaq Stock Market does not allow brokers to cast votes with respect to the election of directors unless they have received instructions from the beneficial owner of shares.

We look forward to seeing you at the meeting.

Richard D. O’Dell

Chief Executive Officer

Notice of 2025 Annual Meeting of Stockholders

Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Proficient Auto Logistics, Inc. (“Proficient” or the “Company”), will be a virtual-only meeting to be held on May 6, 2025, at 11:00 a.m. Eastern Time. The purpose of the Annual Meeting is the following:

1. to elect eight (8) directors to hold office until the 2026 annual meeting and until their successor is duly elected and qualified or until their earlier resignation, removal, incapacity or death;

2. to ratify the appointment of Grant Thornton LLP as Proficient’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

3. to transact such other business, if any, as lawfully may be brought before the meeting.

Only stockholders of record at the close of business on March 10, 2025, will be entitled to vote at the Annual Meeting and at any adjournment or postponement thereof.

The Board of Directors unanimously recommends that you vote “FOR” each nominee listed on the enclosed proxy card or voting instruction form and “FOR” all other Company proposals.

Whether or not you plan to attend the 2025 Annual Meeting and regardless of the number of shares you own, please vote as promptly as possible via the Internet or by telephone in accordance with the instructions in your proxy materials. For further information concerning the individuals nominated by the Board as directors, the proposals being voted upon, and use of the proxy and other related matters, you are urged to read the attached proxy statement in its entirety.

This notice of 2025 Annual Meeting of Stockholders and the accompanying proxy statement are first being mailed to stockholders of record on or around April 8, 2025.

Our Annual Meeting will be held in a virtual-only format. The Annual Meeting can be accessed at the following link: https://www.cstproxy.com/proficientautologistics/2025. Additionally, if you cannot attend virtually, you can listen telephonically by dialing 800-450-7155 Conference ID 7583205#.

Note About Forward-Looking Statements

This Proxy Statement includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this Proxy Statement, including the Proxy Summary, Part 2 – Named Executive Officer Compensation, and Part 4 – Proposals to be Voted on During the Meeting. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors,” “Quantitative and Qualitative Disclosures about Market Risk,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Form 10-K for the year ended December 31, 2024 (the “Form 10-K”). Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law.

This Proxy Statement includes several website addresses and references to additional materials found on those websites. Information contained on, or accessible through, these websites is not a part of this proxy statement, and the inclusion of website addresses in this proxy statement is only an inactive textual reference.

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April 8, 2025