Laird Superfood Inc

DEF 14A 1 lsf20240503_def14a.htm FORM DEF 14A

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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Laird Superfood, 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 the appropriate box):

MESSAGE FROM OUR CHAIRMAN

Dear Stockholder:

We are pleased to invite you to join us for the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Laird Superfood, Inc., to be held on June 27, 2024 at 10:00 a.m. Pacific Time, virtually over the internet at www.virtualshareholdermeeting.com/LSF2024, during which time you will be able to vote your shares electronically and submit questions.

At the Annual Meeting, we are asking our stockholders to elect the seven nominees named in the attached proxy statement all of whom are our current directors. You will find detailed information beginning on page 10 of the proxy statement about the qualifications of our directors and why we believe they are the right people to represent your interests. Our Board of Directors is committed to governance practices that are appropriately tailored to our business and to helping us deliver on our commitment to our mission, customers, and stakeholders.

In addition, we are asking stockholders to approve an amendment to our 2020 Omnibus Stock Incentive Plan (the “Incentive Plan”) to increase the number of shares authorized for issuance pursuant to the Incentive Plan and to extend the term of the Incentive Plan.

Finally, as discussed beginning on page 34 of the proxy statement, we are also asking stockholders to ratify our Audit Committee’s selection of Moss Adams LLP as our independent registered public accounting firm for the year ending December 31, 2024.

Your vote is very important, regardless of the number of shares of common stock you own. To vote your shares of common stock, please refer to the instructions included on the enclosed proxy card. If your shares are held in the name of a broker, trust, bank or other nominee and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to vote your shares. Failure to do so may result in your stock not being eligible to be voted by proxy at the meeting. On behalf of the Board of Directors, I urge you to follow the instructions provided to you and vote your shares today, even if you plan to attend the virtual meeting.

On behalf of the Board of Directors and the Laird Superfood team, I would like to thank you for your continued support. We look forward to your participation at the Annual Meeting.

Sincerely,

Geoffrey T. Barker

Chairman of the Board

May 15, 2024

Laird Superfood, Inc.

5303 Spine Road, Suite 204,

Boulder, Colorado 80301

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 27, 2024

To the Stockholders of Laird Superfood, Inc.:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Laird Superfood, Inc. (the “Company,” “we,” “us,” or “our”) will be held on June 27, 2024 at 10:00 a.m. Pacific Time as a virtual meeting held entirely over the Internet.

You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions online by visitingwww.proxyvote.com and entering the 16-digit control number included in the notice containing instructions on how to access Annual Meeting materials, your proxy card (the “Proxy Card”), or the voting instructions that accompanied the proxy materials (the “Proxy Materials”).

At the Annual Meeting, stockholders will consider and act on the following items:

Stockholders are referred to the proxy statement accompanying this notice for more detailed information with respect to the matters to be considered at the Annual Meeting. After careful consideration, the Company’s Board of Directors has determined that each proposal listed above is in the best interests of the Company and its stockholders and has approved each proposal**.**

The Company’s Board of Directors recommends that at the Annual Meeting you vote“FOR”** each of the director nominees in proposal 1 and**“FOR”** proposals 2 and 3**.

The Board of Directors has fixed 5:00 p.m., Mountain Time, on May 3, 2024 as the record date (the “Record Date”). Only holders of shares of common stock of record on the Record Date are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting or at any postponement(s), adjournment(s) or rescess(es) of the Annual Meeting. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for inspection at the headquarters of the Company during regular business hours for a period of 10 calendar days before the Annual Meeting and will be open to the examination of any stockholder during the whole time of the Annual Meeting. If you would like to review the list, please contact our Investor Relations department by emailinginvestors@lairdsuperfood.com.

We are pleased to utilize the Securities and Exchange Commission (“SEC”) rules that allow us to furnish our proxy materials, consisting of the notice of annual meeting, the proxy statement, a proxy card, and our 2023 Annual Report via the Internet. We expect to make available to stockholders as of the Record Date a notice with instructions on how to access our Annual Meeting materials and vote via the Internet, or by mail or telephone on about May 17, 2024. The notice will also contain instructions on how to request a paper copy of our proxy materials and our 2023 Annual Report. This process allows us to provide our stockholders with the information they need on a timelier basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON June 27, 2024:

Our Proxy Statement and 2023 Annual Report are available at:

http://www.proxyvote.com

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.

If your stock is registered in your name, even if you plan to attend the Annual Meeting online, we request that you vote your shares in accordance with the instructions set out in the form of proxy and in the proxy statement to ensure that your stock will be represented at the Annual Meeting.

If your stock is held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Annual Meeting and vote your shares. Failure to do so may result in your stock not being eligible to be voted by proxy at the Annual Meeting.

Whether or not you expect to participate in the Annual Meeting, the Board of Directors encourages you to review the accompanying proxy statement for information relating to each of the proposals and to cast your vote promptly.

By Order of the Board of Directors,

Jason Vieth

Chief Executive Officer and Director