Worksport Ltd
For the period ended Oct 31, 2025. Filed Oct 31, 2025.
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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.
Oct 31, 2025 · Filed Oct 31, 2025
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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 |
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| ☐ | Filed by a Party other than the Registrant |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | 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)
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WORKSPORT LTD.
2500 N America Dr
West Seneca, NY 14224
(888) 554-8789
2024 ANNUAL MEETING OF STOCKHOLDERS
To be Held on December 11, 2025
October 31, 2025
Dear Stockholder:
You are invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Worksport Ltd. (the “Company” or “Worksport”), which will be held on December 11, 2025, at 9:00 a.m., Eastern Time. This year’s Annual Meeting will be held at our headquarters at 2500 North America Drive, West Seneca, New York, 14224.
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, 2025; (3) approve and ratify certain non-plan stock option grants previously approved by the Board of Directors pursuant to Nasdaq Listing Rule 5635(c); (4) approve amendments to the Worksport Ltd. 2022 Equity Incentive Plan to (i) change the evergreen formula from an annual increase to a quarterly increase, and (ii) increase the evergreen percentage from 15% to 18% of the Company’s outstanding common stock, as determined on the last day of each calendar quarter; and (5) 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 2025 Annual Meeting of Stockholders (“Notice of Annual Meeting”) and 2025 Annual Meeting Proxy Statement (“Proxy Statement”).
Your vote is important. Whether or not you plan to 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 31, 2025, which indicates that the Notice of Annual Meeting, this Proxy Statement and our 2024 Annual Report, are available at www.proxydocs.com/WKSP.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the 2025 Annual Meeting of Stockholders of Worksport Ltd. (the “Company”) will be held at our headquarters at 2500 North America Drive, West Seneca, New York, 14224 on December 11, 2025, 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 2026 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, 2025; |
| 3. | To approve and ratify certain non-plan stock option grants previously approved by the Board of Directors pursuant to Nasdaq Listing Rule 5635(c); |
| 4. | To approve amendments to the Worksport Ltd. 2022 Equity Incentive Plan to (i) change the evergreen formula from an annual increase to a quarterly increase, and (ii) increase the evergreen percentage from 15% to 18% of the Company’s outstanding common stock, as determined on the last day of each calendar quarter; and |
| 5. | To approve the adjournment of the Annual Meeting, to permit further solicitation of proxies, if necessary or appropriate. |
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 16, 2025 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.
Your vote matters. Whether or not you plan to 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 31, 2025
PROXY STATEMENT
TABLE OF CONTENTS
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 2 |
|---|---|
| PROXY STATEMENT FOR THE 2024 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 | 17 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 25 |
| SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 26 |
| PROPOSAL No. 2: RATIFICATION OF APPOINTMENT OF AUDITORS | 27 |
| PROPOSAL No. 3: APPROVAL AND RATIFICATION OF NON-PLAN STOCK OPTION GRANTS | 28 |
| PROPOSAL No. 4: APPROVAL OF AMENDMENTS TO THE WORKSPORT LTD. 2022 EQUITY INCENTIVE PLAN | 29 |
| PROPOSAL No. 5: ADJOURNMENT OF ANNUAL MEETING | 29 |
| CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | 30 |
| STOCKHOLDER PROPOSALS AND NOMINATION PROCEDURES | 31 |
| DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS | 31 |
| OTHER MATTERS | 31 |
| ACCESS TO THE ANNUAL MEETING | 31 |
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