Worksport Ltd
For the period ended Oct 23, 2024. Filed Oct 23, 2024.
View on SEC.govAbout this filing
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.
Oct 23, 2024 · Filed Oct 23, 2024
Contents
Cover page
Show cover page
DEF 14A 1 formdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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:
| ☐ | 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 |
|---|
WORKSPORT LTD.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| 1) | Title of each class of securities to which transaction applies: |
| 2) | Aggregate number of securities to which transaction applies: |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| 4) | Proposed maximum aggregate value of transaction: |
| 5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials. |
|---|---|
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| 1) | Amount Previously Paid: |
| 2) | Form, Schedule or Registration Statement No.: |
| 3) | Filing Party: |
| 4) | Date Filed: |
WORKSPORT LTD.
2500 N America Dr
West Seneca, NY 14224
(888) 554-8789
2024 ANNUAL MEETING OF STOCKHOLDERS
To be Held on December 6, 2024
October 23, 2024
Dear Stockholder:
You are invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Worksport Ltd. (the “Company” or “Worksport”), which will be held on December 6, 2024, at 9:00 a.m., Eastern Time. This year’s Annual Meeting will be a virtual meeting, conducted solely online. Hosting a virtual meeting will enable our stockholders to attend online and participate from any location around the world and support the health and well-being of our management, directors and stockholders. Stockholders will be able to attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/WKSP2024.
At the Annual Meeting, stockholders will be asked to: (1) elect five directors; (2) ratify the appointment of the auditors of the Company for the fiscal year ended December 31, 2024; (3) to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers and (4) approve the adjournment of the Annual Meeting, to permit further solicitation of proxies, if necessary or appropriate (the “Adjournment Proposal”). The Board of Directors (“Board”) believes that the proposals being submitted for stockholder approval are in the best interests of the Company and its stockholders and recommends a vote consistent with the Board’s recommendation for each proposal.
It is important that your shares be represented and that you vote at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to participate in the Annual Meeting online, please take the time to vote online, by telephone or, if you receive a printed proxy card, by returning a marked, signed and dated proxy card. If you participate in the Annual Meeting online, you may also vote your shares online at that time if you wish, even if you have previously submitted your vote.
Further details regarding the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of 2024 Annual Meeting of Stockholders (“Notice of Annual Meeting”) and 2024 Annual Meeting Proxy Statement (“Proxy Statement”).
Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. Further information about voting methods is set forth in the accompanying Notice of Annual Meeting and Proxy Statement.
Sincerely,
/s/ Steven Rossi
Steven Rossi
Chief Executive Officer, President and Chairman of the Board
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS. The Notice of Internet Availability of Proxy Materials is first being mailed to our stockholders on or about October 25, 2024, which indicates that the Notice of Annual Meeting, this Proxy Statement and our 2023 Annual Report, are available at www.proxyvote.com.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the 2024 Annual Meeting of Stockholders of Worksport Ltd. will be held virtually atwww.virtualshareholdermeeting.com/WKSP2024on December 6, 2024, at 9:00 a.m., Eastern Time for the following purposes:
| 1. | To elect five directors, Steven Rossi, Lorenzo Rossi, Craig Loverock, William Caragol, and Ned L. Siegel, each to hold office until our Annual Meeting of Stockholders to be held in 2025 or their respective successor is duly elected and qualified; |
| 2. | To ratify the appointment of Lumsden & McCormick, LLP as the independent auditors of the Company for the fiscal year ending December 31, 2024; |
| 3. | To approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers |
| 4. | To approve the adjournment of the Annual Meeting, to permit further solicitation of proxies, if necessary or appropriate; and |
| 5. | To transact such other business as may properly come before the meeting. |
These proposals are more fully described in the Proxy Statement following this Notice of Annual Meeting.
The Board has fixed the close of business on October 11, 2024 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. Accordingly, only stockholders of record at the close of business on that date will be entitled to vote at the Annual Meeting.
Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. To participate in the Annual Meeting online atwww.virtualshareholdermeeting.com/WKSP2024, you will need the information included on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials.
Your vote matters. Whether or not you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. Further information about voting methods is set forth in the accompanying Proxy Statement. We encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible. You can vote your shares electronically via the internet, by telephone or if applicable, by completing and returning the proxy card or voting instruction card.You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement.
By order of the Board of Directors,
/s/ Steven Rossi
Steven Rossi
Chief Executive Officer, President and Chairman of the Board
October 23, 2024
PROXY STATEMENT
TABLE OF CONTENTS
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 2 |
|---|---|
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS | 4 |
| MATTERS TO COME BEFORE THE ANNUAL MEETING | 9 |
| PROPOSAL No. 1: ELECTION OF DIRECTORS | 9 |
| DIRECTORS AND EXECUTIVE OFFICERS | 10 |
| CORPORATE GOVERNANCE | 12 |
| AUDIT COMMITTEE REPORT | 16 |
| EXECUTIVE COMPENSATION | 16 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 24 |
| SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 25 |
| PROPOSAL No. 2: RATIFICATION OF APPOINTMENT OF AUDITORS | 25 |
| CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT | 27 |
| PROPOSAL No. 3: ADVISORY VOTE ON COMPENSATION TO NAMED EXECUTIVE OFFICERS | 27 |
| PROPOSAL No. 4: ADJOURNMENT OF ANNUAL MEETING | 27 |
| CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | 28 |
| STOCKHOLDER PROPOSALS AND NOMINATION PROCEDURES | 29 |
| DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS | 29 |
| OTHER MATTERS | 29 |
| VIRTUAL ACCESS TO THE ANNUAL MEETING | 29 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.