Mobile Infrastructure Corp

DEF 14A 1 formdef14a.htm

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

Check the appropriate box:

Mobile Infrastructure Corporation

(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):

Mobile Infrastructure Corporation 30 W. 4th Street Cincinnati, Ohio 45202

Dear Mobile Stockholder:

You are cordially invited to the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Mobile Infrastructure Corporation (“we,” “us,” “our,” or the “Company”) to be held on Tuesday, June 18, 2024, at 9:00 a.m., Eastern Time.

2023 was a transformational year for our Company. During the third quarter, we completed the merger transaction with Fifth Wall Acquisition Corp. III and the listing of Mobile Infrastructure Corporation, a Maryland corporation on the New York Stock Exchange American, marking an important milestone in the Company’s lifecycle. In connection with the merger transaction, we reduced our leverage profile and paid down $25 million in debt, significantly improving our balance sheet. In the fourth quarter, we substantially improved the performance of our asset portfolio compared to year-ago levels, and we converted 26 of our parking assets from leased to management contracts. Consistent with our corporate strategy, this transition gives us greater flexibility to optimize rates and utilization and closely manage expenses. And lastly, we entered 2024 with positive business momentum.

Turning to 2024, we believe that the strategic plan put into place in 2023 is continuing to gain momentum, which should result in accelerating growth in net operating income. For full year 2024, we expect revenue of $38 million to $40 million, which represents mid-single-digit organic growth and the benefit of a shift from lease to managed contracts. Net operating income* for 2024 is expected to range from $22.50 million to $23.25 million representing year-on-year growth of 8% at the midpoint. We look forward to sharing more of our progress as the year unfolds.

2024 Annual Meeting of Stockholders

The Annual Meeting will be held entirely online live via audio webcast in a virtual meeting format. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/BEEP2024, where you will be able to listen to the Annual Meeting live, submit questions and vote.

At the Annual Meeting, you will be asked to (i) elect seven directors to our Board of Directors and (ii) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

The accompanying Notice of 2024 Annual Meeting of Stockholders describes these matters. We have elected to provide access to our proxy materials on the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. Our proxy materials are available at www.proxyvote.com. We have sent the Notice of Annual Meeting to each of our stockholders, providing instructions on how to access our proxy materials and our 2023 Annual Report on the Internet. Please read the enclosed information carefully before submitting your proxy.

Your vote is important. Whether or not you plan to attend the Annual Meeting, it is important that you authorize your proxy promptly. If you do attend the Annual Meeting, you may revoke your proxy should you wish to vote online.

Thank you for your ongoing support of, and continued interest in, Mobile Infrastructure. We look forward to your participation at our Annual Meeting.

Sincerely,

Manuel Chavez, III

Chief Executive Officer and Co-Chairman

Mobile Infrastructure Corporation 30 W. 4th Street Cincinnati, Ohio 45202

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To our Stockholders:

Mobile Infrastructure Corporation, a Maryland corporation (“MIC,” the “Company,” “we”, “us” or “our”), will hold its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, June 18, 2024, at 9:00 a.m., Eastern Time. To provide the opportunity for participation by a broader group of stockholders and provide a consistent and convenient experience to all stockholders regardless of location, the Annual Meeting will be held in a virtual-only meeting format. Stockholders will not be able to physically attend the Annual Meeting.

If you are a registered stockholder or beneficial owner of our common stock at the close of business on April 19, 2024, the record date of our Annual Meeting, you may attend the virtual meeting, submit questions and vote your shares electronically during the meeting via live audio webcast by visiting www. virtualshareholdermeeting.com/BEEP2024 and using the 16-digit control number included on the notice of Internet availability or proxy card.

At the Annual Meeting, holders of our outstanding shares of common stock will be asked to consider and vote upon the following proposals:

You may vote on these matters virtually or by proxy. Each outstanding share of our common stock is entitled to one vote. Whether or not you plan to virtually attend the Annual Meeting, we ask that you vote by one of the following methods to ensure that your shares will be represented at the meeting in accordance with your wishes (see “How do I vote?” on page 2 in the accompanying proxy statement):

This proxy statement and the form of proxy, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, were first sent or given to stockholders on or about April 26, 2024.

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on June 18, 2024: this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available at www.ir.mobileit.com.

Cincinnati, Ohio

April 26, 2024

By Order of the Board of Directors,

Stephanie Hogue

President, Chief Financial Officer,

Secretary and Treasurer

TABLE OF CONTENTS

Forward-Looking Statements

Certain statements included in this proxy statement on Schedule 14A (this “Proxy Statement”) are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as “believe,” “expect,” “anticipate,” “plan,” “project,” “estimate,” “intend,” “will,” “should,” “could,” “would,” “may,” “strategy,” “goal,” “target,” “potential,” “opportunity,” “outlook,” “guidance,” “scenario” and similar expressions are forward-looking statements. Forward-looking statements involve, among other things, expectations, revenue and net operating income projections, assumptions about future priorities, shareholder value, our strategic initiatives and our goals. Such statements involve risks and uncertainties, and we can give no assurance that they will prove to be correct or that any plan, initiative, projection, goal, target, commitment or expectation can or will be achieved. Actual results and outcomes may differ materially from those expressed or implied in such statements. Investors should carefully consider the risk and uncertainties described in Part I, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K and as may be updated from time to time in our quarterly reports on Form 10-Q or other subsequent filings with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law. Inclusion of information in this Proxy Statement is not an indication that the subject or information is material to our business or operating results. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this Proxy Statement.