VEEA INC.
For the period ended Dec 30, 2025. Filed Dec 4, 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.
Dec 30, 2025 · Filed Dec 4, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
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(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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December 4, 2025
Dear Fellow Stockholders:
On behalf of the board of directors (“Board of Directors”) of Veea Inc., I cordially invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Veea Inc., which will be held virtually via the internet, commencing at 10:00 AM Eastern Time on Tuesday, December 30, 2025. In order to attend the meeting, you must log on to www.virtualshareholdermeeting.com/VEEA2025 and enter the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:
| 1. | To elect two (2) Class I directors each to serve for a three-year term that expires at the 2028 Annual Meeting of Stockholders, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal (“Proposal 1”); |
| 2. | To approve an amendment to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split (the “Reverse Stock Split”) of our outstanding shares of common stock, par value $0.0001 per share, if deemed necessary by our Board of Directors (“Board of Directors”), by a ratio to be determined by the Company’s Board of Directors ranging from not less than one-for-two (1:2) and not more than one-for-twenty (1:20), with the exact ratio to be set at a whole number within this range as determined by our board of directors in its sole discretion and without further stockholder approval (“Proposal 2”); |
| 3. | To approve an amendment to Section 4(a) of the Company’s 2024 Equity Incentive Plan (the “2024 Plan”) to read in full as follows: “Basic Limitation. Subject to the provisions of Section 14, the maximum aggregate number of Shares that may be issued under the Plan shall be the sum of (A) 9,546,421 shares of common stock, plus an increase commencing on January 1, 2026 and continuing annually on each anniversary thereof through and including January 1, 2034, equal to the lesser of (i) three percent (3%) of the shares of common stock issued and outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the Board or the Committee (the “Plan Share Limit”). The Shares subject to the Plan may be authorized but unissued or reacquired shares.” (“Proposal 3”); |
| 4. | To ratify the appointment of PKF O’Connor Davies, LLP as our independent registered public accounting firm for the year ending December 31, 2025 (“Proposal 4”); |
| 5. | To approve, on an advisory basis, the executive compensation of the Company’s named executive officers as described in this proxy statement (“Proposal 5”); |
| 6. | To approve, on an advisory basis, the frequency of future advisory votes on executive compensation (“Proposal 6”); and |
| 7. | To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof (“Proposal 7”). |
To all stockholders of record at the close of business on November 3, 2025, attached to this letter are a Notice of Annual Meeting of Stockholders and the Proxy Statement, which describe the business to be conducted at the Annual Meeting.
Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the Annual Meeting, whether or not you plan to attend the Annual Meeting. Please vote by phone, electronically over the Internet or via mail by returning your signed proxy card in the envelope provided.
On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.
| Sincerely, | |
| /s/ Allen Salmasi | |
| Name: | Allen Salmasi |
| Title: | Chairman and Chief Executive Officer |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Virtual Meeting Only – No Physical Location
TO BE HELD ON DECEMBER 30, 2025
NOTICE IS HEREBY GIVENthat the Annual Meeting of Stockholders (the “Annual Meeting”) of Veea Inc., a Delaware corporation (“we”, “us”, “our” or similar terminology), will be held on December 30, 2025, at 10:00 AM Eastern Time. The Annual Meeting will be held as a virtual meeting, for the following purposes:
| 1. | To elect two (2) Class I directors each to serve for a three-year term that expires at the 2028 Annual Meeting of Stockholders, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal (“Proposal 1”); |
| 2. | To approve an amendment to our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to effect a reverse stock split (the “Reverse Stock Split”) of our outstanding shares of common stock, par value $0.0001 per share, if deemed necessary by our board of directors (“Board of Directors”) by a ratio to be determined by the Company’s Board of Directors ranging from not less than one-for-two (1:2) and not more than one-for-twenty (1:20), with the exact ratio to be set at a whole number within this range as determined by our Board of Directors in its sole discretion and without further stockholder approval (“Proposal 2”); |
| 3. | To approve an amendment to Section 4(a) of the Company’s 2024 Equity Incentive Plan (the “2024 Plan”) to read in full as follows: “Basic Limitation. Subject to the provisions of Section 14, the maximum aggregate number of Shares that may be issued under the Plan shall be the sum of (A) 9,546,421 shares of common stock, plus (B) an increase commencing on January 1, 2026 and continuing annually on each anniversary thereof through and including January 1, 2034, equal to the lesser of (i) three percent (3%) of the shares of common stock issued and outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the Board or the Committee. The Shares subject to the Plan may be authorized but unissued or reacquired shares.” (“Proposal 3”); |
| 4. | To ratify the appointment of PKF O’Connor Davies, LLP as our independent registered public accounting firm for the year ending December 31, 2025 (“Proposal 4”); |
| 5. | To approve, on an advisory basis, the executive compensation of the Company’s named executive officers as described in this proxy statement (“Proposal 5”); |
| 6. | To approve, on an advisory basis, the frequency of future advisory votes on executive compensation (“Proposal 6”); and |
| 7. | To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof (“Proposal 7”). |
These items of business for the Annual Meeting are described in the accompanying Proxy Statement that follows this notice. Holders of record of our common stock as of the close of business on November 3, 2025 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof.
The Annual Meeting will be held as a virtual meeting via live webcast on the Internet on December 30, 2025, at 10:00 AM Eastern Time. Because the Annual Meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the Annual Meeting in person. You will be able to attend the Annual Meeting and vote on the day of the Annual Meeting via the Internet by visiting www.virtualshareholdermeeting.com/VEEA2025 and entering the 16-digit control number included on your proxy card. The unique control number allows us to identify you as a stockholder and will enable you to securely log on and vote during the Annual Meeting on the meeting website. Stockholders of record will not be able to ask questions prior or during the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on December 30, 2025: The accompanying Proxy Statement, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), are available atProxyVote.com.
We will mail to our stockholders of record and beneficial owners on or about December 4, 2025 Notice of Annual Meeting, our Proxy Statement, Proxy card and our 2024 Annual Report.
Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. You may vote by mailing a completed proxy card, by phone or the Internet.
| By Order of the Board of Directors, | |
| /s/ Allen Salmasi | |
| Name: | Allen Salmasi |
| Title: | Chairman and Chief Executive Officer |
New York, New York
December 4, 2025
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
| PROPOSAL NO. 1 — THE DIRECTOR ELECTION PROPOSAL | 7 |
| PROPOSAL NO. 2 — THE REVERSE STOCK SPLIT PROPOSAL | 8 |
| PROPOSAL NO. 3 – THE 2024 PLAN AMENDMENTS PROPOSAL | 13 |
| PROPOSAL NO. 4 — THE AUDITOR RATIFICATION PROPOSAL | 15 |
| PROPOSAL NO. 5 — APPROVAL OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION | 16 |
| PROPOSAL NO. 6 — APPROVAL OF THE ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | 18 |
| PROPOSAL NO. 7 — THE ADJOURNMENT PROPOSAL | 19 |
| DIRECTORS AND OFFICERS | 20 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 26 |
| Security Ownership of Certain Beneficial Owners and Management | 29 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 31 |
| STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2026 ANNUAL MEETING | 34 |
| HOUSEHOLDING | 34 |
| Annex A — Amendment to the Amended and Restated Certificate of Incorporation | A-1 |
| Annex B — Amendment No. 1 To Veea Inc. 2024 Equity Incentive Plan | B-1 |
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PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 30, 2025
This proxy statement (the “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) are being furnished by and on behalf of the board of directors (the “Board” or the “Board of Directors”) of Veea Inc. (the “Company,” “Corporation,” “VEEA,” “we,” “us,” or “our”), in connection with our 2025 annual meeting of stockholders (the “Annual Meeting”). This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about December 4, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.