Laird Superfood Inc
For the period ended Jun 27, 2024. Filed May 15, 2024.
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Jun 27, 2024 · Filed May 15, 2024
Contents
PROXY STATEMENT SUMMARY
This summary highlights information that is contained elsewhere in this Proxy Statement. This summary does not include all information necessary to make a voting decision and you should read this Proxy Statement in its entirety before casting your vote.
Laird Superfood at a Glance
Laird Superfood creates award-winning, plant-based superfood products that are both delicious and functional. Known for our highly popular coffee creamers, hydration products, supplements, roasted and instant coffees, teas, hot chocolate, and harvest snacks, our products are designed to enhance your daily ritual and keep you fueled naturally throughout the day. We were co-founded in 2015 by the world’s most prolific big-wave surfer, Laird Hamilton. Our offerings are environmentally conscientious, responsibly tested, and made with real ingredients.
2023 Business Highlights
Redomestication
On December 31, 2023 (the “Effective Date”), we changed our state of incorporation from the state of Delaware to the state of Nevada (the “Redomestication”) by means of a plan of conversion, as described in our definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 10, 2023.
As of the Effective Date:
| ● | our domicile changed from the state of Delaware to the state of Nevada; and |
| ● | the affairs of the Company ceased to be governed by the Delaware General Corporation Law and the Company’s then existing certificate of incorporation and bylaws, and instead became governed by the Nevada Revised Statutes and the Company’s new articles of incorporation (the “Charter”) and bylaws (the “Bylaws”). |
The Redomestication was previously submitted to a vote of, and was approved by, the Company's stockholders at our Annual Meeting of Stockholders held on December 19, 2023. The Redomestication did not result in any change in the business, physical location, management, assets, liabilities, or net worth of the Company, nor did it result in any change in location of the Company’s current employees, including management. The Redomestication did not affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Redomestication. The daily business operations of the Company has continued as they have been conducted prior to the Redomestication. The consolidated financial condition and results of operations of the Company immediately after consummation of the Redomestication remains the same as immediately before the Redomestication.
Achieved a“Financial Trifecta”
During the fourth quarter of 2023, the Company accomplished a financial trifecta: positive sales growth, positive profitability, and positive cash flow, the latter two of which were the first in the Company’s history while trading as a public entity. These results represent an important milestone in what has been a steady path of improvement.
Overview of Proposals
| Proposals | Board Vote Recommendation | Page |
|---|---|---|
| 1. To elect seven director nominees | FOR each nominee | 10 |
| 2. 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. | FOR | 30 |
| 3. To ratify appointment of Moss Adams LLP as our independent registered public accounting firm for fiscal 2024. | FOR | 36 |
Proposal No. 1: Director Nominee Election
We are asking you to vote for the election of Geoffrey T. Barker, Maile Naylor, Patrick Gaston, Greg Graves, Laird Hamilton, Grant LaMontagne, and Jason Vieth (collectively, the “Director Nominees”), as directors, each to serve a one-year term expiring at our 2025 Annual Meeting of Stockholders. Our Board currently consists of seven members and is unclassified.
Proposal No. 2: Approval of Incentive Plan Amendment
We are also asking you to approve an amendment to the Incentive Plan to (i) increase the aggregate number of shares that may be issued under the Incentive Plan from 2,463,258 shares to 4,000,000 shares, (ii) extend the term of the Incentive Plan to May 7, 2034, and (iii) modify the Incentive Plan’s “evergreen” provision, by extending such provision an additional four years so that the last increase pursuant to the evergreen will be made on January 1, 2034, rather than January 1, 2030.
Proposal No. 3: Ratification of Independent Auditor
We are also asking you to ratify our Audit Committee’s appointment of Moss Adams LLP as our independent registered public accounting firm for the year ending December 31, 2024. Although stockholder ratification of the appointment of Moss Adams LLP to serve as our independent registered public accounting firm is not required by law or our organizational documents, the Board has determined that it is desirable to seek stockholder ratification as a matter of good corporate governance in the view of the critical role played by independent registered public accounting firms in the integrity of financial controls and reporting.
Other Proposals
The Board is not aware of any matters that will be brought before the Annual Meeting (other than procedural matters) that are not referred to in the enclosed proxy card. If any other business should properly come before the Annual Meeting or any postponement or adjournment thereof, the persons named in the proxy will vote on such matters according to their best judgment. Discretionary authority to vote on such matters is conferred by such proxies upon the persons voting them.
Notice of Internet Availability
The Notice of Annual Meeting, the Proxy Statement, and our 2023 Annual Report are available atwww.proxyvote.com.
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