GENELUX Corp
For the period ended Jun 14, 2024. Filed Jun 14, 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.
Jun 14, 2024 · Filed Jun 14, 2024
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DEF 14A 1 formdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14AINFORMATION
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 under § 240.14a-12 |
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | 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 |
2625 Townsgate Road, Suite 230
Westlake Village, California 91361
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On August 1, 2024
At 10:00 a.m. Pacific Time
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (including any adjournments, continuations or postponements thereof, the “Annual Meeting”) ofGenelux Corporation, a Delaware corporation (the “Company”). The Annual Meeting will be held virtually on Thursday, August 1, 2024 at 10:00 a.m. Pacific Time via live webcast athttps://web.lumiconnect.com/222451939. For additional instructions on how to attend the Annual Meeting, please review the accompanying Proxy Statement for the Annual Meeting (the “Proxy Statement”). The Annual Meeting will be held for the following purposes:
**1.**To elect the two Class II directors named herein, each to hold office until the Company’s 2027 annual meeting of stockholdersand until their successors are duly elected and qualified, or until their earlier death, resignation or removal.
**2.**To ratify the appointment by the Audit Committee of the Board of Directors of Weinberg & Company, P.A. as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024.
**3.**To conduct any other business properly brought before the Annual Meeting.
These items of business are more fully described in the Proxy Statement. The Annual Meeting will be held virtually through a live webcast. Stockholders of record at the close of business on June 3, 2024 and their proxy holders will be able to attend the Annual Meeting virtually, submit questions, and vote during the live webcast by visiting https://web.lumiconnect.com/222451939 and entering the control number included in your Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the Proxy Statement. You may log-in beginning at 10:00 a.m. Pacific Time, on Thursday, August 1, 2024.
The record date for the Annual Meeting is June 3, 2024. Only stockholders of record at the close of business on that date and their proxy holders may vote at the meeting or any adjournment thereof. We are pleased to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to provide this notice of annual meeting, the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 29, 2024 (our “Annual Report”) online, with paper copies available free of charge upon request. On or about June 22, 2024, we will mail our Notice of Internet Availability instead of a paper copy of our proxy materials.
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on Thursday, August 1, 2024 at 10:00 a.m. Pacific Time through a live webcast at
https://web.lumiconnect.com/222451939.
The Proxy Statement and Annual Report are available athttp://www.astproxyportal.com/ast/27213.
By Order of the Board of Directors
/s/ Thomas Zindrick, J.D.
Thomas Zindrick, J.D.
President, Chief Executive Officer and Chairman
Westlake Village, California
June 14, 2024
You are cordially invited to attend the Annual Meeting online. Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return the proxy card if one is mailed to you, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder. Please contact your broker, bank or other nominee for information about specific requirements if you would like to vote your shares during the Annual Meeting.
2625 Townsgate Road, Suite 230
Westlake Village, California 91361
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On August 1, 2024
MEETING AGENDA
| Proposals | Page | Voting Standard | Board Recommendation |
|---|---|---|---|
| Proposal 1: Election of Directors | 7 | Plurality of the votes of the shares present virtually, or represented by proxy, at the Annual Meeting and entitled to vote generally on the election of directors | “For” each Class II director nominee named in the Proxy Statement |
| Proposal 2: Ratification of Independent Registered Public Accounting Firm | 17 | Majority of shares present virtually, or represented by proxy, at the Annual Meeting and entitled to vote on the subject matter | “For” |
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 1 |
|---|---|
| Proposal 1 Election of Directors | 7 |
| information regarding the board of directors and corporate governance | 9 |
| Independence of the Board of Directors | 9 |
| Board Diversity | 10 |
| Board Leadership Structure | 10 |
| Role of the Board in Risk Oversight | 11 |
| Meetings of the Board of Directors | 12 |
| Information Regarding Committees of the Board of Directors | 12 |
| Audit Committee | 13 |
| Compensation Committee | 14 |
| Nominating and Corporate Governance Committee | 15 |
| Stockholder Communications With the Board of Directors | 16 |
| Code of Conduct | 16 |
| Hedging Policy | 16 |
| Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm | 17 |
| Executive Officers | 18 |
| Security Ownership of Certain Beneficial Owners and Management | 20 |
| Executive Compensation | 22 |
| Householding of Proxy Materials | 34 |
| Additional Filings | 34 |
| Other Matters | 34 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.