Worksport Ltd
For the period ended Jul 20, 2026. Filed Jul 20, 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.
Jul 20, 2026 · Filed Jul 20, 2026
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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 |
|---|---|
| ☐ | 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):
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WORKSPORT LTD.
2500 N America Dr
West Seneca, NY 14224
(888) 554-8789
2026 ANNUAL MEETING OF SHAREHOLDERS
To Be Held on September 3, 2026, at 9:00 a.m., Eastern Time
July 20, 2026
Dear Shareholder:
You are cordially invited to attend the 2026 Annual Meeting of Shareholders of Worksport Ltd., which will be on September 3, 2026, at 9:00 a.m., Eastern Time. This year’s Annual Meeting will be held in person only at our corporate executive offices located at 2500 North America Drive, West Seneca, New York 14224.
At the Annual Meeting, shareholders of record as of the close of business on July 7, 2026 (the “Record Date”) will be asked to: (1) elect five directors to serve until the 2027 annual meeting of shareholders and until their respective successors are duly elected and qualified; (2) ratify the appointment of the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2026; (3) approve, on an advisory basis, a proposal expressing shareholder support for the Board of Directors to consider declaring special dividends in connection with the sale of any business unit or material asset of the Company, subject to applicable law and the fiduciary duties of the Board of Directors; (4) authorize the Board of Directors, in its discretion, to effect one or more reverse stock splits of the Company’s outstanding common stock at an aggregate ratio of not less than 1-for-2 and not greater than 1-for-250, or one or more forward stock splits of the Company’s outstanding common stock, with the exact number, timing and ratio of any such stock split(s) to be determined by the Board at any time within two years following shareholder approval of this proposal, or to abandon such action if deemed advisable by the Board; and (5) approve the adjournment of the Annual Meeting, if necessary or appropriate, to permit further solicitation of proxies.
Board of Directors believes that these proposals are in the best interests of the Company and its shareholders and recommends that shareholders vote**“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 attend the Annual Meeting in person, 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 attend the Annual Meeting online, you may also vote your shares 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 2026 Annual Meeting of Shareholders and 2026 Annual Meeting 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 shareholders on or about July 23, 2026, which indicates that the Notice of Annual Meeting, this Proxy Statement and our 2025 Annual Report, are available at www.proxypush.com/WKSP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 2026 Annual Meeting of Shareholders of Worksport Ltd. will be held at our headquarters at 2500 North America Drive, West Seneca, New York, 14224 on September 3, 2026, at 9:00 a.m., Eastern Time for the following purposes:
| 1. | To elect five directors to the Company’s board of directors, Steven Rossi, Lorenzo Rossi, Craig Loverock, William Caragol, and Ned L. Siegel, each to hold office until our 2027 Annual Meeting of Shareholders or until his 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, 2026; |
| 3. | To approve, on an advisory basis, a proposal expressing shareholder support for the Board of Directors to consider declaring special dividends in connection with the sale of any business unit or material asset of the Company, subject to applicable law and the Board’s fiduciary duties; |
| 4. | To authorize the Board of Directors, in its discretion, to effect (i) one or more reverse stock splits of the Company’s outstanding common stock at an aggregate ratio of not less than 1-for-2 and not greater than 1-for-250, with the exact number, timing and ratio of any such reverse stock split(s) to be determined by the Board, or (ii) one or more forward stock splits of the Company’s outstanding common stock, with the exact number, timing and ratio of any such forward stock split(s) to be determined by the Board, at any time prior to the second anniversary of the Annual Meeting, and, in either case, to abandon such action if deemed advisable by the Board; 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 July 7, 2026 as the record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting. Accordingly, only shareholders of record at the close of business on that date will be entitled to vote at the Annual Meeting. Only shareholders and persons holding proxies from shareholders 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
July 20, 2026
PROXY STATEMENT
TABLE OF CONTENTS
| SUMMARY INFORMATION | 4 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING | 5 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 14 |
| DIRECTORS AND EXECUTIVE OFFICERS | 15 |
| AUDIT COMMITTEE REPORT | 24 |
| EXECUTIVE COMPENSATION | 25 |
| OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 | 27 |
| Equity Incentive Plans | 28 |
| Director COMPENSATION | 35 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 37 |
| SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 39 |
| PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 40 |
| PROPOSAL NO. 3: ADVISORY RESOLUTION REGARDING THE BOARD’S CONSIDERATION OF SPECIAL DIVIDENDS IN CONNECTION WITH THE SALE OF A BUSINESS UNIT OR MATERIAL ASSET | 42 |
| PROPOSAL NO. 4: AUTHORIZATION OF ONE OR MORE REVERSE STOCK SPLITS AND FORWARD STOCK SPLITS | 43 |
| PROPOSAL NO. 5: APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING, TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE | 52 |
| CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | 53 |
| SHAREHOLDER PROPOSALS AND NOMINATION PROCEDURES | 55 |
| DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS | 55 |
| OTHER MATTERS | 55 |
| ACCESS TO THE ANNUAL MEETING | 55 |
PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS
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