MDB Capital Holdings LLC

For the period ended Oct 28, 2024. Filed Oct 28, 2024.

About 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 28, 2024 · Filed Oct 28, 2024

MDBH$1.55+3.3%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Cover page

Show cover page

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

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-11(c) or §240.14a-2

MDB CAPITAL HOLDINGS, LLC

(Name of Registrant as Specified In Its Charter)

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.

MDB CAPITAL HOLDINGS, LLC

14135 Midway Road, Suite G150

Addison, Texas 75001

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held at 1:00 p.m. Eastern Time on December 10, 2024

Dear Shareholders:

We cordially invite you to attend the 2024 annual meeting of shareholders (the “Annual Meeting”) of MDB Capital Holdings, LLC, a Delaware limited liability company, which will be held onDecember 10, 2024 at 1:00 p.m. Eastern Time. The Annual Meeting will be held as a virtual meeting, which will be conducted via live webcast. In order to attend the Annual Meeting, you must register in advance at www.virtualshareholdermeeting.com/MDBH2024 prior to the deadline of 11:59 pm Eastern Time, December 9, 2024. After completing the registration, you will receive a confirmation email, which will include information about when you should expect to receive a unique link to gain access to the Annual Meeting. You will not be able to attend the meeting in person. The meeting will be held for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

1.	To elect the eight nominees to serve as directors until the 2025 annual meeting of shareholders and until their successors are duly elected and qualified;
2.	To consider and vote on a non-binding advisory resolution to approve the compensation paid to our named executive officers for our 2025 fiscal year (commonly known as “say-on-pay”);
3.	To consider and vote on a non-binding advisory determination of the frequency of future advisory votes on the compensation paid to our named executive officers (commonly known as “say-on-frequency”);
4.	To ratify the appointment of RBSM LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024; and
5.	To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors has fixed the close of business on October 11, 2024 as the record date for the Annual Meeting. Only shareholders of our Class A and Class B shares of record on October 11, 2024 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying Proxy Statement.

On or about October 28, 2024, we expect to mail the Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders. The Notice will contain instructions on how to access our Proxy Statement and our annual report on Form 10-K. The Notice provides instructions on how to vote via the internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying Proxy Statement and our annual report on Form 10-K can be accessed directly at the following internet address: www.proxyvote.com. All you have to do is enter the control number located on your Notice or proxy card.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote promptly via the internet, telephone or mail.

By order of the board of directors,

Christopher Marlett

Chief Executive Officer

Addison, Texas

October 28, 2024

TABLE OF CONTENTS

2024 ANNUAL MEETING OF SHAREHOLDERS	1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	7
Board Leadership Structure	7
Role of the Board of Directors in Risk Oversight	8
Family Relationships	8
Director Independence	8
Board Meetings and Committees	8
Committees of the Board of Directors	9
Diversity of the Board of Directors	9
Communications with the Board of Directors	10
Corporate Governance Guidelines and Code of Business Conduct and Ethics	10
Insider Trading Arrangements and Policies	10
Clawback Policy	11
PROPOSAL NO. 1 ELECTION OF DIRECTORS	13
Required Vote	15
PROPOSAL NO. 2 SAY ON PAY	15
Required Vote	15
PROPOSAL NO. 3 FREQUENCY OF SAY ON PAY	16
Required Vote	16
PROPOSAL NO. 4 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	16
Change in Independent Registered Public Accounting Firm	17
Principal Accounting Fees and Services	17
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	18
Required Vote	18
REPORT OF THE AUDIT COMMITTEE	18
EXECUTIVE OFFICERS	19
EXECUTIVE COMPENSATION	19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	23
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	24
WHERE YOU CAN FIND MORE INFORMATION	25
HOUSEHOLDING OF ANNUAL MEETING MATERIALS	25
SHAREHOLDER PROPOSALS	26

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.