CuriosityStream Inc.
For the period ended Jun 30, 2025. Filed Apr 24, 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.
Jun 30, 2025 · Filed Apr 24, 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. )
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Filed by a Party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement |
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| ☐ | 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 |
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Notice of
2025 Annual Meeting
of Stockholders and
Proxy Statement
ANNUAL MEETING
Monday, June 30, 2025
11:00 a.m. Eastern Time
Online Meeting Only - No Physical Meeting Location
Dear Stockholder:
On behalf of our Board of Directors, I cordially invite you to participate in the 2025 Annual Meeting of stockholders (the “Annual Meeting”) of CuriosityStream Inc. (“CuriosityStream” or the “Company”), to be held on June 30, 2025, at 11:00 a.m. Eastern Time.
We will hold our Annual Meeting in a virtual-only format, which will be conducted via a live webcast. You will be able to participate in the Annual Meeting, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/CURI2025 and using the control number which appears on your Notice of Internet Availability of Proxy Materials. Stockholders will have an equal opportunity to participate in the Annual Meeting online regardless of their geographic location.
The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting and the procedures for participating, submitting questions and voting at the virtual meeting.
Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by phone or by mail.
On behalf of the Company’s Board of Directors, we would like to express our appreciation for your continued support of and interest in CuriosityStream.
By Order of the Board,
/s/ Tia Cudahy
Chief Operating Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 30, 2025
NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of CuriosityStream Inc., a Delaware corporation (“CuriosityStream” or the “Company”), will be held virtually, via a live webcast by visiting www.virtualshareholdermeeting.com/CURI2025, at 11:00 a.m. Eastern Time, on June 30, 2025 (the “Annual Meeting”). Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate in the Annual Meeting as they would be afforded at an in-person meeting.
To enter the Annual Meeting, you will need the control number that appears on your Notice of Internet Availability of Proxy Materials, proxy card and the instructions that accompanied your proxy materials. The Company recommends you log in at least 15 minutes before the start of the Annual Meeting to ensure you are logged in when the meeting begins. Please note that you will not be able to attend the Annual Meeting in person.
At the Annual Meeting, stockholders will be asked to:
| 1. | Elect two Class II directors to hold office until the 2028 annual meeting of stockholders or until their successors are duly elected and qualified; |
| 2. | Approve an amendment to the CuriosityStream Inc. 2020 Omnibus Incentive Plan (“Plan”) to increase the number of shares subject to the Plan; |
| 3. | Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 4. | Approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated votes at the time of the Annual Meeting, there are insufficient shares of our capital stock represented, either in person or by proxy, to constitute a quorum necessary to conduct business at the Annual Meeting or to approve Proposal No. 2 (Increase Shares Subject to Plan); and |
| 5. | Transact such other business that may properly come before the Annual Meeting or any adjournment thereof. |
Our board of directors (the “Board”) has fixed the close of business on May 23, 2025, as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record on the Record Date will be entitled to receive notice of, and to vote at, the Annual Meeting. A list of the names of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for 10 days before the Annual Meeting for any purpose germane to the Annual Meeting at our principal executive offices during normal business hours. Such list will also be available during the virtual Annual Meeting for examination by any stockholder at www.virtualshareholdermeeting.com/CURI2025. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying Proxy Statement. In addition, financial and other information about the Company is contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”), as filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2025, which incorporates by reference certain sections of the accompanying Proxy Statement.
YOUR VOTE IS VERY IMPORTANT TO US. Whether or not you plan to virtually attend the Annual Meeting, we strongly encourage you to vote by Internet, by phone or by signing, dating and returning your proxy card (if you request a paper copy) at your earliest convenience. Sending in your proxy card will not prevent you from voting your shares at the Annual Meeting, if you desire to do so.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE VIRTUAL ANNUAL MEETING TO BE HELD ON JUNE 30, 2025. This Notice of Annual Meeting of Stockholders and Proxy Statement, along with a proxy card, was first mailed on or about May 30, 2025 to our stockholders of record as of the Record Date. Our proxy materials, including the Proxy Statement and Annual Report to stockholders, are also available at the following websites: https://investors.curiositystream.com/ and www.virtualshareholdermeeting.com/CURI2025.
If you have any questions or need assistance with voting, please contact CuriosityStream’s proxy solicitor, MacKenzie Partners, Inc., toll-free at 1-800-322-2885 or by email at proxy@mackenziepartners.com.
By Order of the Board,
/s/ Tia Cudahy
Chief Operating Officer
Table of Contents
| PROXY STATEMENT | 1 |
|---|---|
| Purpose, Date and Time | 1 |
| Access to Proxy Materials | 1 |
| Virtual Stockholder Meeting | 1 |
| Proposals to be voted on at the Annual Meeting | 2 |
| Recommendation of the Board of CuriosityStream | 2 |
| Record Date; Outstanding Shares; Shares Entitled to Vote | 2 |
| Quorum and Vote Required | 3 |
| Voting; Proxies; Revocation | 3 |
| Abstentions and Broker Non-Votes | 4 |
| Proxy Solicitation Costs | 4 |
| Business; Adjournments | 4 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THESE PROXY MATERIALS | 5 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 11 |
| Vote Required for Approval | 11 |
| Recommendation of the Board of CuriosityStream | 11 |
| Nominees for Election at the Annual Meeting | 11 |
| Directors and Executive Officers | 12 |
| PROPOSAL 2: APPROVAL OF ISSUANCE OF ADDITIONAL SHARES TO EQUITY INCENTIVE PLAN | 15 |
| PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 24 |
| Vote Required for Approval | 24 |
| Recommendation of the Board of CuriosityStream | 24 |
| Fees Paid to Independent Registered Public Accounting Firm | 25 |
| Audit Committee Pre-Approval Policies and Procedures | 25 |
| PROPOSAL NO. 4: ADJOURNMENT | 26 |
| CORPORATE GOVERNANCE AND BOARD MATTERS | 27 |
| Director Independence | 27 |
| Board Leadership Structure and Role in Risk Oversight | 28 |
| Board Diversity | 28 |
| Meetings and Committee of the Board | 28 |
| Family Relationships | 30 |
| Insider Trading Policy and Hedging Policy | 30 |
|---|---|
| Code of Ethics and Business Conduct | 30 |
| Delinquent Section 16(a) Reporting | 30 |
| Compensation Committee Interlocks and Insider Participation | 31 |
| Stockholder Communications with the Board | 31 |
| EXECUTIVE COMPENSATION | 32 |
| Summary Compensation Table | 32 |
| Compensation of Officers | 32 |
| Equity Grants to Executive Officers | 34 |
| Option Cancellation and Exchange | 36 |
| Outstanding Equity Awards at Fiscal Year-End | 37 |
| Director Compensation | 40 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 41 |
| Procedures with Respect to Review and Approval of Related Person Transactions | 42 |
| AUDIT COMMITTEE REPORT | 43 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 44 |
| OTHER MATTERS | 46 |
| PROPOSALS BY OUR STOCKHOLDERS | 46 |
| WHERE YOU CAN FIND MORE INFORMATION | 46 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.