Massimo Group
For the period ended Apr 29, 2026. Filed Apr 29, 2026.
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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, 2026 · Filed Apr 29, 2026
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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 under §240.14a-12 |
MASSIMO GROUP
(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 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 |
April 29, 2026
Dear Stockholder:
You are cordially invited to attend Massimo Group’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) to be held on May 27, 2026 at 10:00 am Eastern Time/7:00 am Pacific Time. The formal meeting notice and proxy statement for the 2026 Annual Meeting are attached.
The 2026 Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the 2026 Annual Meeting online, vote and submit your questions during the 2026 Annual Meeting by visitingwww.virtualshareholdermeeting.com/MAMO2026.
We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and the company. The virtual meeting format allows attendance from any location in the world.
Even if you are planning on attending the 2026 Annual Meeting online, please promptly submit your proxy vote by Internet, telephone, or, completing, dating, signing and returning the enclosed proxy card, so your shares will be represented at the 2026 Annual Meeting. Instructions on voting your shares are on the proxy card you received for the 2026 Annual Meeting. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Daylight Time on May 26, 2026. If you attend the 2026 Annual Meeting online and wish to vote at the 2026 Annual Meeting, you will be able to do so even if you have previously returned your proxy card.
The Company has enclosed a copy of the proxy statement, the proxy card and the Company’s annual report for the year ended December 31, 2025 (the “Annual Report”) to stockholders. The proxy statement, the proxy card and the Annual Report are also available on the Company’s website athttps://www.massimomotor.com/.
Thank you for your continued support of, and interest in, Massimo Group.
Sincerely,
/s/ David Shan
David Shan
Executive Chairman of the Board of Directors
Garland, Texas
April 29, 2026
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE 2026 ANNUAL MEETING, WHETHER OR NOT YOU ATTEND ONLINE, PLEASE CAST YOUR VOTE AS INSTRUCTED IN THE PROXY CARD AS PROMPTLY AS POSSIBLE. YOUR PROXY, GIVEN BY VOTING PRIOR TO THE 2026 ANNUAL MEETING, MAY BE REVOKED PRIOR TO ITS EXERCISE BY ENTERING A NEW VOTE OVER THE INTERNET, FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE 2026 ANNUAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE 2026 ANNUAL MEETING ONLINE AND VOTING DURING THE MEETING ONLINE.
ONCE YOU HAVE VOTED OR DELIVERED YOUR PROXY FOR THE 2026 ANNUAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES.
WE URGE YOU TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS PROMPTLY AS POSSIBLE AND YOU MAY RETURN IT IN THE RETURN ENVELOPE PROVIDED.
ANY STOCKHOLDER ATTENDING THE 2026 ANNUAL MEETING ONLINE MAY VOTE EVEN IF HE OR SHE HAS RETURNED A PROXY. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE, YOU MUST FIRST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
(877) 881-6376
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON May 27, 2026
10:00 am Eastern Time/7:00 am Pacific Time
April 29, 2026
To our Stockholders:
Notice (this “Notice”) is hereby given that the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Massimo Group, a Nevada corporation (the “Company,” “Massimo Group,” “Massimo,” “our,” “we,” or “us”), will be held as a virtual meeting via live audio webcast on May 27, 2026, at 10:00 am Eastern Time/7:00 am Pacific Time for the following purposes, as more fully described in the accompanying proxy statement:
| (1) | to elect four (4) directors to serve terms in accordance with the Company’s bylaws (the “Bylaws”); |
| (2) | to ratify the appointment of HHL LLP as our independent registered public accounting firm for the year ending December 31, 2026; |
| (3) | to obtain advisory approval of the Company’s executive compensation as set forth in the attached proxy statement; |
| (4) | to obtain advisory approval of the frequency of future advisory votes regarding the Company’s executive compensation; and |
| (5) | to consider and vote upon any other business that may properly come before the 2026 Annual Meeting or any adjournments or postponements thereof. |
The Board unanimously recommends a vote “FOR” the approval of each of the Director Nominees in Proposal 1, a vote “FOR” each of Proposal 2 and Proposal 3, and a vote of “ONE YEAR” for Proposal 4.
Pursuant to the Bylaws, our Board has fixed the close of business on April 7, 2026 as the record date (the “Record Date”) for a determination of stockholders entitled to notice and to vote at the 2026 Annual Meeting and any adjournment thereof.
The Company has enclosed a copy of the proxy statement, the proxy card and the Company’s annual report for the year ended December 31, 2025 (the “Annual Report”) to stockholders. This proxy statement is first being mailed to the stockholders on or about April 29, 2026. The proxy statement and the Annual Report are also available on the Company’s website athttps://www.massimomotor.com/.
You will be able to attend the 2026 Annual Meeting via live audio webcast by visiting Massimo’s virtual meeting website atwww.virtualshareholdermeeting.com/MAMO2026 on May 27, 2026, at 10:00 am Eastern Time/7:00 am Pacific Time. Upon visiting the meeting website, you will be prompted to enter the 16-digit Control Number provided to you on your proxy card that you received for the 2026 Annual Meeting. The unique Control Number allows us to identify you as a stockholder and will enable you to securely log on, vote and submit questions during the 2026 Annual Meeting on the meeting website. Further instructions on how to attend and participate in the 2026 Annual Meeting via the Internet, including how to demonstrate proof of stock ownership, are available atwww.proxyvote.com.
Your vote is important. Whether or not you plan to attend the 2026 Annual Meeting, please vote your shares by promptly completing, signing and returning the enclosed proxy card. You may also vote your shares over telephone or the Internet in accordance with the instructions on the proxy card. Any stockholder attending the 2026 Annual Meeting may vote in person at the virtual meeting, even if you have already returned a proxy card or voting instruction card. Attendance at the 2026 Annual Meeting will not, in and of itself, constitute a revocation of a proxy.
| BY ORDER OF THE BOARD OF DIRECTORS OF MASSIMO GROUP | |
| By: | /s/ David Shan |
| David Shan | |
| Executive Chairman of the Board of Directors | |
| Garland, Texas |
TABLE OF CONTENTS
| PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING | 2 |
| GOVERNANCE OF THE COMPANY | 7 |
| BENEFICIAL OWNERSHIP OF OUR CAPITAL STOCK BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 13 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 14 |
| REPORT OF THE AUDIT COMMITTEE | 17 |
| PROPOSAL 1: ELECTION OF NOMINEE DIRECTORS | 18 |
| PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 20 |
| PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 21 |
| EXECUTIVE COMPENSATION | 21 |
| PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | 28 |
| OTHER BUSINESS | 29 |
| HOUSEHOLDING OF MATERIALS | 29 |
| STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING | 29 |
| ADDITIONAL INFORMATION | 29 |
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