Flux Power Holdings, Inc.
For the period ended Jun 30, 2024. Filed Apr 9, 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, 2024 · Filed Apr 9, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
| ☐ | 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 |
(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):
| ☒ | 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. |
April 9, 2025
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of Flux Power Holdings, Inc., or Annual Meeting. We will be conducting the 2025 Annual Meeting as a virtual meeting. The virtual meeting format will allow for greater participation by all of our stockholders, regardless of their geographic location. The Annual Meeting will be held at 10:00 a.m. Pacific Standard Time, on Wednesday, May 28, 2025 via a live webcast on the internet.
You may attend the Annual Meeting, submit questions, and vote via the Internet at the following website address: https://agm.issuerdirect.com/flux-2025 by entering the 16 digit numbers included on your Notice of Internet Availability, your paper proxy card (if you requested one) or in the instructions that accompanied your proxy materials.
The matters expected to be acted upon at the Annual Meeting are listed in the Notice of Annual Meeting of Stockholders and more fully described in the accompanying proxy statement. We have also made available our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, which contains important business and financial information regarding the Company.
Thank you for your continuing support.
Sincerely,
/s/ Krishna Vanka
Krishna Vanka
Chief Executive Officer and President
YOUR VOTE IS IMPORTANT
Your vote is important. As described in your electronic proxy materials notice or on the paper proxy card, if you requested one, and voting instructions, please vote by: (1) accessing the internet website, (2) calling the toll-free number, (3) signing and dating the proxy card as promptly as possible and returning it by mail if voting and delivering by mail, or (iv) by faxing your signed and dated proxy card if you are voting and delivering by facsimile. Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend online.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 28, 2025: THE PROXY STATEMENT, Form OF PROXY CARD AND ANNUAL REPORT ARE AVAILABLE AT HTTPS://WWW.IPROXYDIRECT.COM/FLUX
**NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Wednesday, May 28, 2025
| Time and Date: | Wednesday, May 28, 2025 at 10:00 a.m. Pacific Time |
|---|---|
| Place: | Virtually online at https://agm.issuerdirect.com/flux-2025 |
| Items of Business: | The foregoing items of business as more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders. |
| 1. | To elect five (5) persons to the board of directors of the Company, each to serve until the next annual meeting of stockholders of the Company or until such person shall resign, be removed or otherwise leave office; |
| 2. | To approve our 2025 Equity Incentive Plan; |
| 3. | To approve an amendment to our Amended and Restated Articles of Incorporation, as amended (“Articles”), to increase the authorized shares of common stock from 30,000,000 to 75,000,000; |
| 4. | To approve an amendment of our Articles to increase the number of authorized shares of preferred stock to 3,000,000 and to permit the issuance of 3,000,000 shares of preferred stock with rights and preferences to be determined by the Company’s Board of Directors from time to time; |
| 5. | To ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025; |
| 6. | To approve the adjournment of the meeting, if necessary or advisable, to solicit additional proxies in favor of Proposals 3 or 4 if there are not sufficient votes to approve Proposals 3 or 4; and |
| 7. | To conduct any other business properly brought before the Annual Meeting. |
| Record Date: | The record date for the Annual Meeting is April 8, 2025. Stockholders owning the Company’s common stock at the close of business on the record date, or their legal proxy holders, are entitled to vote at the Annual Meeting. |
|---|---|
| Voting: | Each share of common stock that you own represents one (1) vote. |
| Transfer Agent: | For questions regarding your stock ownership, you may contact us at (877) 505-3589 or contact our transfer agent, Issuer Direct Corporation, through its website at www.issuerdirect.com or by phone at (801) 272-9294. |
This notice of the Annual Meeting, proxy statement, form of proxy and our Annual Report on Form 10-K are being distributed or made available on or about April 14, 2025.
Whether or not you plan to attend the Annual Meeting, we encourage you to vote or submit your proxy via the internet, or request and submit your proxy card by mail or facsimile (if you requested one) as soon as possible, so that your shares may be represented at the meeting.
| Date: April 9, 2025 | By Order of the Board of Directors |
|---|---|
| /s/ Krishna Vanka | |
| Krishna Vanka | |
| Chief Executive Officer and President |
PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING | 1 |
|---|---|
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 6 |
| NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS | 9 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 10 |
| PROPOSAL 2 – APPROVAL OF 2025 EQUITY INCENTIVE PLAN | 15 |
| PROPOSAL 3 – APPROVAL OF AMENDMENT TO INCREASE AUTHORIZED SHARES | 20 |
| PROPOSAL 4 – APPROVAL OF AMENDMENT FOR BLANK PREFERRED STOCK | 22 |
| PROPOSAL 5 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 25 |
| PROPOSAL 6 – ADJOURNMENT | 29 |
| EXECUTIVE OFFICERS | 30 |
| EXECUTIVE COMPENSATION | 31 |
| BENEFICIAL OWNERSHIP | 39 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 41 |
| STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING | 41 |
| ADDITIONAL INFORMATION | 43 |
| OTHER MATTERS | 43 |
i
PROXY STATEMENT
2025 ANNUAL MEETING OF STOCKHOLDERS
GENERAL
This proxy statement is furnished to stockholders of Flux Power Holdings, Inc., a Nevada corporation (the “Company”), in connection with the solicitation of proxies for use at the 2025 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held virtually athttps://agm.issuerdirect.com/flux-2025 on Wednesday, May 28, 2025 at 10:00 a.m. Pacific Time. This year’s Annual Meeting will be held in a virtual-only meeting format. This solicitation of proxies is made on behalf of our board of directors. Capitalized terms used, but not defined, herein will have the meanings ascribed to them in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the “Annual Report”).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.