MICROVISION INC
For the period ended Apr 28, 2025. Filed Apr 28, 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.
Apr 28, 2025 · Filed Apr 28, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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☐
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 |
MICROVISION, INC.
(Name of Registrant as Specified in its Charter)
(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. |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Friday, June 6, 2025
at 9:00 a.m. Pacific Time
To the Shareholders of MicroVision, Inc.:
The 2025 Annual Meeting of Shareholders of MicroVision, Inc., a Delaware corporation, will be held on Friday, June 6, 2025 at 9:00 a.m., Pacific Time. The Annual Meeting will be a virtual meeting held online at www.virtualshareholdermeeting.com/MVIS2025 via a live webcast. Shareholders of record at the close of business on April 7, 2025 and holders of proxies for those shareholders may attend and vote at the Annual Meeting. You will be able to vote and submit questions online through the virtual meeting platform during the Annual Meeting. You will not be able to attend the Annual Meeting in person.
The meeting is being held for the following purposes, each of which is more fully described in the accompanying proxy statement:
| 1. | To elect the seven director nominees named in the accompanying proxy statement to serve until the next annual meeting; |
| 2. | To approve an amendment to our Certificate of Incorporation increasing our authorized shares of common stock from 310,000,000 shares to 510,000,000 shares; |
| 3. | To approve an amendment to the 2022 MicroVision, Inc. Equity Incentive Plan; |
| 4. | To approve on a non-binding advisory basis the compensation of the company’s named executive officers; |
| 5. | To ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the current fiscal year; and |
| 6. | To transact any other business properly presented at the meeting. |
Your vote is important to us. You may vote via the internet, by telephone, or by signing, dating, and returning the enclosed proxy card. If you are voting via the internet or by telephone, your vote must be received by 11:59 p.m. Eastern Time on Thursday, June 5, 2025. For specific voting instructions, please refer to the information provided in the following proxy statement, together with your proxy card or the voting instructions you receive by e-mail or that are provided via the internet.
Thank you for your ongoing support of MicroVision.
By Order of the Board of Directors,
Drew G. Markham
Corporate Secretary
Redmond, Washington
April 28, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 6, 2025. The proxy statement and the annual report to shareholders for the fiscal year ended December 31, 2024 have been mailed to shareholders and are available athttps://ir.microvision.com/sec-filings.
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
June 6, 2025
TABLE OF CONTENTS
| Page | |
|---|---|
| INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
| PROPOSAL ONE—ELECTION OF DIRECTORS | 4 |
| BOARD OF DIRECTORS & GOVERNANCE MATTERS | 7 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 14 |
| INFORMATION ABOUT MICROVISION COMMON STOCK | 14 |
| PROPOSAL TWO—APPROVAL OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK | 15 |
| PROPOSAL THREE—APPROVAL OF AN AMENDMENT TO THE 2022 MICROVISION, INC. EQUITY INCENTIVE PLAN | 18 |
| PROPOSAL FOUR—APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS | 29 |
| EXECUTIVE COMPENSATION | 29 |
| PROPOSAL FIVE—RATIFICATION OF THE SELECTION OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM | 47 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 48 |
| AUDIT COMMITTEE REPORT | 48 |
| OTHER BUSINESS | 49 |
| INFORMATION ABOUT SHAREHOLDER PROPOSALS | 49 |
| ADDITIONAL INFORMATION | 50 |
| APPENDIX A: 2022 MICROVISION, INC. EQUITY INCENTIVE PLAN | |
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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.