MICROVISION, INC.

For the period ended Jun 11, 2026. Filed Jun 11, 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.

Jun 11, 2026 · Filed Jun 11, 2026

MVIS$1.16+1.8%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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 Pursuant to §240.14a-12

MICROVISION, INC.

(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 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.

Letter from the Chairman of the Board

Dear Fellow Shareholders,

On behalf of the Board of Directors of MicroVision, I want to thank you for your continued support, engagement, and candid feedback. MicroVision has a long history of committed shareholders who care deeply about the Company, its technology, and its long-term success. The Board values that commitment, and we take seriously our responsibility to listen, consider shareholder perspectives, and act in what we believe are the best interests of all shareholders.

After we filed our preliminary proxy statement for the 2026 Annual Meeting of Shareholders, we received significant feedback from our retail shareholder base regarding Proposals 2 and 3, and especially Proposal 3, which seeks shareholder approval to authorize the Board to effect a reverse stock split if the Board determines it is necessary or advisable.

The principal concern expressed by shareholders was that, as originally proposed, the reverse stock split would reduce the number of outstanding shares but would not reduce the Company’s 510 million authorized shares of common stock. Many shareholders interpreted that structure as suggesting that the Board intended to use the reverse stock split as a pathway to substantial dilution through the issuance of a large number of additional shares.

That was not the intent of the Board, nor is it our expectation.

The preliminary proposal was structured in a manner consistent with how many companies, including companies in the lidar industry, have historically approached reverse stock split proposals. However, the Board recognizes that, in the context of MicroVision’s shareholder base and the importance of maintaining trust with our shareholders, the proposal as filed created concern and uncertainty that we did not intend.

We heard that feedback clearly.

Accordingly, the Board has decided to modify Proposal 3 in the definitive proxy statement. If a reverse stock split is effected, the Company will also reduce its authorized shares of common stock to 150 million shares. This new number of authorized shares was determined after careful analysis of the minimum shares needed to preserve the capital flexibility the Company needs to execute its strategic plan, as well as to cover its existing obligations, including shares issuable under the 2026 Convertible Notes described in Proposal 2 and shares reserved under the Company's equity incentive plans. While we do plan to use available authorized shares for our capital-raising activities as needed from time to time, we believe this change directly addresses the concern that the proposal could be viewed as creating excessive post-split authorized share capacity. More importantly, we believe it better reflects the Board’s actual intent and expectations.

Proposal 3 is important. MicroVision must regain compliance with Nasdaq’s minimum bid price requirement, and the Board believes it is prudent to have the authority to implement a reverse stock split within the range described in the proxy statement, if necessary. In addition, the Company plans to petition Nasdaq to transfer its listing from the Nasdaq Global Market to the Nasdaq Capital Market. We are pursuing this step because eligibility for an additional 180-day compliance period requires either for our stock to trade at a price of at least $1 for ten consecutive days before July 13 th or that the Company transfer to the Nasdaq Capital Market, satisfy the Capital Market’s initial listing requirements (other than the minimum bid price requirement), and notify Nasdaq of its plan to cure the deficiency, which could include effecting a reverse stock split.

We have been advised, and we believe, that a transfer from the Nasdaq Global Market to the Nasdaq Capital Market would not affect the ability of shareholders to buy or sell MicroVision common stock and would not adversely affect the Company’s ability to raise additional capital as needed. The purpose of this step is straightforward: to preserve flexibility, reduce unnecessary listing risk, and give the Company the time and tools needed to execute its strategy.

Proposal 2 is also important. Proposal 2 seeks shareholder approval of the issuance of shares of common stock pursuant to the Company’s 2026 Convertible Notes, in accordance with Nasdaq rules. As described in the proxy statement, if Proposal 2 is not approved, the Company could be required to make substantial cash payments instead of issuing shares, placing unnecessary burden on the Company’s cash resources and jeopardizing future financing prospects.

For these reasons, the Board believes approval of both Proposal 2 and Proposal 3 is in the best

interests of MicroVision and its shareholders.

We also believe MicroVision is at an important inflection point. Since appointing Glen DeVos as Chief Executive Officer eight months ago, the Company has been steadily and rapidly progressing along its path to achieve commercial success. We have deepened our technical expertise, expanded our product portfolio, sharpened our go-to-market plan, and accelerated commercial engagement and traction. We believe MicroVision now has a stronger foundation from which to pursue meaningful commercial opportunities in lidar, perception software, industrial applications, security and defense, robotics, and other markets where our technology can create value.

To execute effectively and quickly on our strategic commercial and operational goals, MicroVision must have the right capital structure. The Board’s objective is not dilution for dilution’s sake. Our objective is to ensure that the Company has the flexibility, credibility, and financial capacity necessary to pursue commercial success and long-term shareholder value.

We understand that trust is earned through actions. The modification to Proposal 3 is an example of the Board listening to shareholders and responding in a way that we believe is constructive, appropriate, and aligned with shareholder interests.

Your vote is extremely important. The Board strongly recommends that shareholders vote “FOR” Proposal 2 and “FOR” Proposal 3, as set forth in the definitive proxy statement, as well as “FOR” the other Board-recommended proposals described in the proxy materials.

Thank you for your continued support of MicroVision.

Sincerely,

Robert P. Carlile

Chairman of the Board

MicroVision, Inc.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Friday, July 10, 2026

at 9:00 a.m. Pacific Time

To the Shareholders of MicroVision, Inc.:

The 2026 Annual Meeting of Shareholders of MicroVision, Inc., a Delaware corporation, will be held on Friday, July 10, 2026 at 9:00 a.m., Pacific Time. The Annual Meeting will be a virtual meeting held online at www.virtualshareholdermeeting.com/MVIS2026 via a live webcast. Shareholders of record at the close of business on May 28, 2026 and holders of proxies for those shareholders may attend and vote at the Annual Meeting. You will be able to vote and submit questions online through the virtual meeting platform during the Annual Meeting. You will not be able to attend the Annual Meeting in person.

The meeting is being held for the following purposes, each of which is more fully described in the accompanying proxy statement:

1.	To elect the seven director nominees named in the accompanying proxy statement to serve until the next annual meeting;
2.	To approve the issuance of shares of the company’s common stock pursuant to the senior secured convertible notes issued to an institutional investor on February 23, 2026 for the purpose of complying with Nasdaq rules;
3.	To approve amendments to the company’s certificate of incorporation authorizing the MicroVision Board of Directors to effect a reverse stock split at a ratio of not less than 1-for-5 and not more than 1-for-15, and simultaneously reduce authorized shares to 150,000,000, with the exact ratio and effective time of the reverse stock split, if any, to be determined by our Board of Directors at any time within one year of the date of the 2026 Annual Meeting;
4.	To approve on a non-binding advisory basis the compensation of the company’s named executive officers;
5.	To ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the current fiscal year; and
6.	To transact any other business properly presented at the meeting.

Your vote is important to us. You may vote via the internet, by telephone, or by signing, dating, and returning the enclosed proxy card. If you are voting via the internet or by telephone, your vote must be received by 11:59 p.m. Eastern Time on Thursday, July 9, 2026. For specific voting instructions, please refer to the information provided in the following proxy statement, together with your proxy card or the voting instructions you receive by e-mail or that are provided via the internet.

Thank you for your ongoing support of MicroVision.

By Order of the Board of Directors,

Drew G. Markham

Corporate Secretary

Redmond, Washington

June 11, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on July 10, 2026. The proxy statement and the annual report to shareholders for the fiscal year ended December 31, 2025 have been mailed to shareholders and are available athttps://ir.microvision.com/sec-filings.

PROXY STATEMENT FOR ANNUAL MEETING

OF SHAREHOLDERS

JULY 10, 2026

TABLE OF CONTENTS

	Page
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	1
PROPOSAL ONE—ELECTION OF DIRECTORS	4
BOARD OF DIRECTORS & GOVERNANCE MATTERS	7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	14
INFORMATION ABOUT MICROVISION COMMON STOCK	14
PROPOSAL TWO—APPROVAL OF ISSUANCE OF SHARES PURSUANT TO THE 2026 CONVERTIBLE NOTES	15
PROPOSAL THREE—APPROVAL OF AMENDMENTS TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO PROVIDE OUR BOARD THE RIGHT TO EFFECT A REVERSE STOCK SPLIT AND SIMULTANEOUSLY REDUCE AUTHORIZED SHARES	17
PROPOSAL FOUR—APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS	21
EXECUTIVE COMPENSATION	22
PROPOSAL FIVE—RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	29
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	30
AUDIT COMMITTEE REPORT	30
OTHER BUSINESS	31
INFORMATION ABOUT SHAREHOLDER PROPOSALS	31
ADDITIONAL INFORMATION	32

ContentsView on SEC.gov

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