DocGo Inc
For the period ended Jun 17, 2025. Filed Apr 24, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 17, 2025 · Filed Apr 24, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
DocGo Inc.
(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 all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
685 Third Avenue, 9 th Floor, New York, New York 10017
NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 17, 2025
To the Stockholders of DocGo Inc.:
DocGo Inc. (the “Company”) will hold its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, June 17, 2025 at 12:00 p.m. Eastern Time. The Annual Meeting will be a virtual meeting conducted exclusively online via live audio webcast atwww.virtualshareholdermeeting.com/DCGO2025. The Annual Meeting will be held for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):
(1) To elect the three Class I director nominees named in the accompanying Proxy Statement to serve for a three-year term until the 2028 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified or until their earlier resignation, death, disqualification or removal;
(2) To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers;
(3) To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation regarding the waiver of corporate opportunities;
(4) To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law;
(5) To ratify the appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and
(6) To transact any other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof.
The Board of Directors of the Company (the “Board”) has fixed April 21, 2025 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. As permitted by the U.S. Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials online under the SEC’s “notice and access” rules. As a result, unless stockholders previously requested electronic or paper delivery on an ongoing basis, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”) and our form of proxy card or voting instruction card (collectively, the “Proxy Materials”). The Notice contains instructions on how to access the Proxy Materials online. The Notice also contains instructions on how stockholders can receive a paper copy of our Proxy Materials. If you elect to receive a paper copy, our Proxy Materials will be mailed to you. This distribution process is more resource- and cost-efficient. The Notice was first mailed, and the Proxy Materials were first made available, to our stockholders on or about April 24, 2025.
All stockholders are cordially invited to attend our Annual Meeting, conducted virtually via live audio webcast atwww.virtualshareholdermeeting.com/DCGO2025. Specifically, to attend the Annual Meeting, vote or submit questions during the Annual Meeting, stockholders of record will be required to visit the meeting website listed above and log in using their 16-digit control number included on their proxy card or Notice. Beneficial owners whose Notice or voting instruction form indicates that they may vote shares through thewww.proxyvote.com website may access, attend/participate in and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Notice. Otherwise, beneficial owners should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting. When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 11:45 a.m. Eastern Time on Tuesday, June 17, 2025.
In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the meeting chair or secretary will convene the meeting at 1:00 p.m. Eastern Time on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair or secretary. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company’s website athttps://ir.docgo.com/.
Your vote is important. Whether or not you expect to participate in the virtual Annual Meeting, please vote as promptly as possible in order to ensure your representation at the Annual Meeting. You may vote online; by telephone, in accordance with instructions on your proxy card or voting instruction form; or by using the proxy card or voting instruction form provided with the printed Proxy Materials.
By Order of the Board,
/s/ Stephen K. Klasko
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 17, 2025
Whether or not you expect to participate in the virtual Annual Meeting, please vote as promptly as possible in order to ensure your representation at the Annual Meeting. You may vote online; by telephone, in accordance with instructions on your proxy card or voting instruction form; or by using the proxy card or voting instruction form provided with the printed Proxy Materials.
PROXY SUMMARY
This summary highlights information contained elsewhere in this proxy statement (this “Proxy Statement”). This summary does not contain all the information you should consider in voting your shares of common stock. Please read the complete Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”) carefully before voting.
About the Company
DocGo Inc. (“we,” “us,” “our” or the “Company”) is leading the proactive healthcare revolution with an innovative care delivery platform that includes mobile health services, remote patient monitoring and ambulance services. The Company is helping to reshape the traditional four-wall healthcare system by providing high quality, highly accessible care to patients where and when they need it. The Company’s proprietary technology and relationships with dedicated field staff of certified health professionals elevate the quality of patient care and drive business efficiencies for municipalities, hospital networks and health insurance providers. With Mobile Health, the Company empowers the full promise and potential of telehealth by facilitating healthcare treatment, in tandem with a remote advanced practice provider, in the comfort of a patient’s home or workplace. Together with the Company’s integrated Ambulnz medical transport services, the Company is bridging the gap between physical and virtual care.
Meeting Information
| Date: | Tuesday, June 17, 2025 |
|---|---|
| Time: | 12:00 p.m. Eastern Time |
| Virtual Meeting: | www.virtualshareholdermeeting.com/DCGO2025 |
| Record Date: | April 21, 2025 |
How to Vote
Your vote is important. You may vote your shares in advance of the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) via the Internet; by telephone, in accordance with instructions on your proxy card or voting instruction form; or by using the proxy card or voting instruction form provided with the printed Proxy Statement and Annual Report (collectively, the “Proxy Materials”); or during the meeting by attending and voting electronically. Please refer to the section “How Do I Vote?” in the section entitled “Questions and Answers About the Proxy Materials and Voting” for detailed voting instructions. If you vote via the Internet or by telephone or plan to vote electronically during the Annual Meeting, you do not need to mail in a proxy card.
| REGISTERED AND BENEFICIAL STOCKHOLDERS | ||
|---|---|---|
| INTERNET | TELEPHONE | |
| To vote before the meeting, visit www.proxyvote.com. To vote at the meeting, visit www.virtualshareholdermeeting.com/DCGO2025. You will need the control number printed on your Notice of Internet Availability of Proxy Materials (“Notice”), proxy card or voting instruction form. If you are a beneficial owner and your Notice does not contain the control number, please contact your bank, broker or other nominee. | Dial toll-free (1-800-690-6903) or dial the telephone number on your voting instruction form. You will need to follow the instructions and use the control number printed on your proxy card or voting instruction form. | If you received a proxy card or voting instruction form by mail, send your completed and signed proxy card or voting instruction form using the enclosed postage-paid envelope. |
We first began sending our stockholders the Notice and made our Proxy Materials available on or about April 24, 2025.
i
Voting Matters
| PROPOSAL 1 Election of Class I Director Nominees Named in this Proxy Statement | To elect the three director nominees named in this Proxy Statement as Class I directors of the Company, to serve for a three-year term until the 2028 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until their earlier resignation, death, disqualification or removal. |
|---|---|
| 🗸 | Our Board of Directors (our “Board”) unanimously recommends that you vote “FOR ALL” director nominees named in this Proxy Statement. |
| PROPOSAL 2 Say on Pay | To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (“NEOs”). |
| 🗸 | Our Board unanimously recommends that you vote “FOR” the approval of the compensation of the Company’s NEOs. |
| PROPOSAL 3 Corporate Opportunity Amendment | To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) regarding the waiver of corporate opportunities (the “Corporate Opportunity Amendment”). |
| 🗸 | Our Board unanimously recommends that you vote “FOR” the approval of the Corporate Opportunity Amendment. |
| PROPOSAL 4 Officer Exculpation Amendment | To approve an amendment to the Charter to limit the liability of certain officers as permitted by Delaware law (the “Officer Exculpation Amendment”). |
| 🗸 | Our Board unanimously recommends that you vote “FOR” the approval of the Officer Exculpation Amendment. |
| PROPOSAL 5 Auditor Ratification | To ratify the appointment of Urish Popeck & Co., LLC (“Urish”) as the Company’s independent registered public accounting firm for the year ending December 31, 2025. |
| 🗸 | Our Board unanimously recommends that you vote “FOR” the ratification of the appointment of Urish as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
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Information Regarding our Directors
| Name | Age | DirectorSince | Class | TermExpires | Occupation | Independent | Committee Memberships and Board Leadership | Other Public Boards |
|---|---|---|---|---|---|---|---|---|
| Stephen K. Klasko,MD | 71 | 2024 | III | 2027 | Chair of the Board of the Company; advisor and board member in the healthcare industry | 🗸 | ACNCGC | Teleflex Incorporated |
| Lee Bienstock | 41 | 2024 | I | 2025 | Chief Executive Officer of the Company | None | None | |
| Michael Burdiek | 65 | 2021 | III | 2027 | Former Chief Executive Officer and Director of the Company (then known as Motion Acquisition Corp., or “Motion”) prior to the Business Combination (as defined herein) and current board member and advisor to public and private technology growth companies | 🗸 | AC*FECC | Five9, Inc. |
| Vina Leite | 56 | 2022 | II | 2026 | Chief People Officer of GoodRx, Inc. | 🗸 | CC NCGC | Jamf Holding Corp. |
| Ira Smedra | 76 | 2021 | I | 2025 | Founder and President of the ARBA Group | 🗸 | AC CC* NCGC* | None |
| Ely D. Tendler | 57 | 2021 | I | 2025 | General Counsel and Secretary of the Company | None | None | |
| James M. Travers | 73 | 2021 | II | 2026 | Former Chairman of Motion and former executive at technology and software companies | 🗸 | None | None |
AC: Audit and Compliance Committee
CC: Compensation Committee
NCGC: Nominating and Corporate Governance Committee
*: Committee Chair
FE: Audit Committee Financial Expert
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.