MICROVISION INC
For the period ended Apr 29, 2024. Filed Apr 29, 2024.
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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.
Apr 29, 2024 · Filed Apr 29, 2024
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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 (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 Pursuant to §240.14a-12 |
MICROVISION, 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):
| ☒ | 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. |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Wednesday, June 5, 2024
at 9:00 a.m. Pacific Time
To the Shareholders of MicroVision, Inc.:
The 2024 Annual Meeting of Shareholders of MicroVision, Inc., a Delaware corporation, will be held on Wednesday, June 5, 2024 at 9:00 a.m., Pacific Time. The Annual Meeting will be a virtual meeting held online at www.virtualshareholdermeeting.com/MVIS2024 via a live webcast. Shareholders of record at the close of business on April 8, 2024 and holders of proxies for those shareholders may attend and vote at the Annual Meeting. You will be able to vote and submit questions online through the virtual meeting platform during the Annual Meeting. You will not be able to attend the Annual Meeting in person.
The meeting is being held for the following purposes, each of which is more fully described in the accompanying proxy statement:
| 1. | To elect the eight director nominees named in the accompanying proxy statement to serve until the next annual meeting; |
| 2. | To conduct an advisory vote on executive compensation; |
| 3. | To ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and |
| 4. | To transact any other business properly presented at the meeting. |
Your vote is important to us. You may vote via the internet, by telephone, or by signing, dating, and returning the enclosed proxy card. If you are voting via the internet or by telephone, your vote must be received by 11:59 p.m. Eastern Time on Tuesday, June 4, 2024. For specific voting instructions, please refer to the information provided in the following proxy statement, together with your proxy card or the voting instructions you receive by e-mail or that are provided via the internet.
Thank you for your ongoing support of MicroVision.
By Order of the Board of Directors,
Drew G. Markham
Corporate Secretary
Redmond, Washington
April 29, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 5, 2024. The proxy statement and the annual report to shareholders for the fiscal year ended December 31, 2023 have been mailed to shareholders and are available athttps://ir.microvision.com/sec-filings.
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
June 5, 2024
TABLE OF CONTENTS
| Page | |
|---|---|
| INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
| Proposal One—Election of Directors | 3 |
| BOARD OF DIRECTORS & GOVERNANCE MATTERS | 7 |
| Board Diversity, Gender and Demographics | 7 |
| Board Meetings and Committees | 8 |
| Shareholder Communication with the Board of Directors | 12 |
| Code of Ethics | 12 |
| Policy Against Employee, Officer and Director Hedging | 12 |
| Director Compensation for 2023 | 13 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 14 |
| INFORMATION ABOUT MICROVISION COMMON STOCK | 15 |
| Security Ownership of Certain Beneficial Owners and Management | 15 |
| Proposal Two— Advisory Vote on Executive Compensation | 16 |
| EXECUTIVE COMPENSATION | 17 |
| Compensation Discussion & Analysis | 17 |
| Compensation Committee Report | 24 |
| Summary Compensation Table | 25 |
| Grants of Plan-Based Awards | 26 |
| Outstanding Equity Awards at Fiscal Year End | 27 |
| Options Exercised and Stock Vested | 28 |
| Potential Payments upon Termination or Change in Control | 28 |
| CEO Pay Ratio | 30 |
| Pay Versus Performance | 31 |
| Proposal Three—Ratification of the Selection of Independent Registered Public Accounting Firm | 34 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 35 |
| Fees Paid to Moss Adams LLP | 35 |
| Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor | 35 |
| AUDIT COMMITTEE REPORT | 36 |
| Review of the Company’s Audited Financial Statements | 36 |
| OTHER BUSINESS | 37 |
| INFORMATION ABOUT SHAREHOLDER PROPOSALS | 37 |
| ADDITIONAL INFORMATION | 38 |
| Incorporation by Reference | 38 |
| Householding | 38 |
| Voting by Telephone or the Internet | 38 |
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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.