Silvaco Group, Inc.
For the period ended May 22, 2025. Filed Apr 11, 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.
May 22, 2025 · Filed Apr 11, 2025
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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 (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 |
| ☒ Definitive Proxy Statement | Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ Definitive Additional Materials | |
| ☐ Soliciting Material under §240.14a-12 | |
(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 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
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Date and Time: | Thursday, May 22, 2025, at 9:00 a.m. local (Pacific) time | |
|---|---|---|
| Place: | Live interactive webcast on the Internet at www.virtualshareholdermeeting.com/svco2025. You will not be able to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) in person. | |
| Items ofBusiness: | 1. | Elect the nominees named in the attached Proxy Statement to the Board of Directors, each to serve for a one-year term expiring in 2026. |
| 2. | Approve an Amendment and Restatement of the Certificate of Incorporation to allow for the removal of directors by the stockholders without cause. | |
| Record Date: | The Board of Directors has fixed the close of business on March 25, 2025, as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting, or any adjournment(s) or postponement(s) thereof. | |
| Proxy Voting: | Your vote is very important to us. Whether or not you plan to participate in the Annual Meeting, we urge you to submit your proxy or voting instructions as soon as possible to ensure your shares are represented at the Annual Meeting. If you participate in and vote at the Annual Meeting, your proxy or voting instructions will not be used. | |
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALSThe Notice of Annual Meeting, Proxy Statement and our 2024 Annual Report on Form 10-K are first being made available to stockholders at www.proxyvote.com on or about April 11, 2025. You are encouraged to access and review all of the important information contained in our proxy materials before voting. | By Order of the Board of Directors,Dr. Babak TaheriChief Executive OfficerApril 11, 2025: Santa Clara, California |
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CONTENTS
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | i |
|---|---|
| CONTENTS | ii |
| PROXY SUMMARY | 1 |
| ABOUT SILVACO | 1 |
| BOARD OF DIRECTORS SNAPSHOT | 1 |
| EXECUTIVE OFFICERS | 1 |
| CORPORATE GOVERNANCE HIGHLIGHTS | 2 |
| VOTING INFORMATION | 2 |
| VOTING MATTERS AND BOARD RECOMMENDATIONS | 2 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 3 |
| GENERAL | 3 |
| COMPOSITION | 3 |
| DIRECTOR NOMINEES | 5 |
| VOTE REQUIRED | 7 |
| RECOMMENDATION | 7 |
| PROPOSAL 2 – APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE CERTIFICATE OF INCORPORATION | 8 |
| GENERAL | 8 |
| SUMMARY | 8 |
| VOTE REQUIRED | 8 |
| RECOMMENDATION | 8 |
| AUDIT AND NON-AUDIT FEES | 9 |
| AUDIT COMMITTEE PRE-APPROVAL POLICIES | 9 |
| PRINCIPAL ACCOUNTANT FEES AND SERVICES | 9 |
| AUDIT COMMITTEE REPORT | 10 |
| CORPORATE GOVERNANCE | 11 |
| BOARD COMPOSITION AND GOVERNANCE | 11 |
| BOARD COMMITTEES | 13 |
| DIRECTOR SELECTION, EVALUATION AND COMMUNICATIONS | 14 |
| OTHER GOVERNANCE MATTERS | 15 |
| MANAGEMENT | 16 |
| DIRECTOR COMPENSATION | 18 |
| CASH COMPENSATION | 18 |
| EQUITY COMPENSATION | 18 |
| DIRECTOR COMPENSATION LIMITS | 18 |
| DIRECTOR COMPENSATION TABLE — 2024 | 19 |
| EXECUTIVE COMPENSATION | 20 |
| EXECUTIVE SUMMARY | 20 |
| SUMMARY COMPENSATION TABLE | 21 |
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END | 25 |
| EQUITY COMPENSATION PLAN INFORMATION | 26 |
| BENEFICIAL OWNERSHIP OF CERTAIN STOCKHOLDERS | 27 |
| DELINQUENT SECTION 16(A) REPORTS | 28 |
| OTHER MATTERS | 29 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 29 |
| PROPOSALS AND NOMINATIONS FOR 2026 ANNUAL MEETING OF STOCKHOLDERS | 30 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING PROCEDURES | 30 |
| GENERAL INFORMATION | 33 |
| PROXY SOLICITATION EXPENSES | 33 |
| AVAILABLE INFORMATION | 33 |
| HOUSEHOLDING | 33 |
| OTHER MATTERS | 34 |
| APPENDIX A | 35 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.