Southland Holdings Inc

DEF 14A 1 slnd-20240515xdef14a.htm DEF 14A

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 (Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

SOUTHLAND HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

SOUTHLAND HOLDINGS, INC.

1100 Kubota Drive

Grapevine, Texas 76501

Notice of Annual Meeting of Stockholders

April 3, 2024

**Date of Meeting:**Wednesday, May 15, 2024

Purposes of the Meeting:

Who May Attend the Meeting:

Only stockholders, persons holding proxies from stockholders and invited representatives of the media and financial community may attend the meeting.

How to Participate:

To participate in the Annual Meeting, you must visit http://virtualshareholdermeeting.com/SLND2024 and enter the control number included in the Notice of Internet Availability of Proxy Materials, on your proxy card, or in the instructions that accompanied your proxy materials. During the Annual Meeting, stockholders may vote their shares virtually and submit questions by following the instructions available on the meeting website. If you are a beneficial stockholder, you may contact the bank, broker or other institution where you hold your shares if you have questions about obtaining your control number.

Record Date:

The record date for the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) is March 19, 2024. This means that if you own Southland stock at the close of business on that date, you are entitled to receive notice of the meeting and vote at the meeting and any adjournments or postponements of the meeting.

Annual Report:

Our Annual Report to Stockholders for 2023 will be made available to stockholders at the same time as the proxy materials.

Information about the Notice of Internet Availability of Proxy Materials:

Instead of mailing a printed copy of our proxy materials, including our Annual Report, to each stockholder of record, we will provide access to these materials online. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 5, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record as of March 19, 2024. We will also post our proxy materials on the website referenced in the Notice (https://www.ProxyVote.com).

All stockholders may choose to access our proxy materials online or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail on an ongoing basis.

Proxy Voting:

Your vote is important. Please vote your proxy promptly so your shares can be represented at the Annual Meeting even if you plan to attend the meeting. Stockholders can vote by Internet, telephone or mail. Stockholders may revoke a proxy and vote virtually if attending the Annual Meeting.

The Annual Meeting will be held exclusively online via live audio webcast on the above date and time. You or your proxyholder will be able to attend the Annual Meeting online, vote your shares virtually and submit questions during the meeting by visiting http://virtualshareholdermeeting.com/SLND2024 and using your control number included in the Notice, on your proxy card, or in the instructions that accompanied your proxy materials.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair or secretary of the meeting will convene the meeting at 9:30 a.m. Central Time on the date specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the adjournment on the investors page of our website at www.southlandholdings.com. Additionally, the Company will display during the time scheduled for the Annual Meeting at http://virtualshareholdermeeting.com/SLND2024 the date, time and location of the adjourned meeting.