Hour Loop, Inc
For the period ended Jul 18, 2025. Filed Jul 18, 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.
Jul 18, 2025 · Filed Jul 18, 2025
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DEF 14A 1 formdef14a.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. )
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Dear Stockholders:
Hour Loop, Inc. is holding a Virtual Annual Meeting (the “Annual Meeting”) on Friday, August 29, 2025 at 12:00 p.m., Eastern Time. You may attend the Annual Meeting, vote and submit a question during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/HOUR2025. You will need to provide your 16-digit control number that is on your proxy card. The formal Notice of Annual Meeting is set forth in the enclosed material.
The matters expected to be acted upon at the Annual Meeting are described in the attached Notice of Annual Meeting and Proxy Statement. Holders of record of Hour Loop, Inc.’s common stock at the close of business on July 1, 2025 are entitled to vote at the Annual Meeting.
It is important that your views be represented. Even if you plan to virtually attend the Annual Meeting, please vote on the matters to be considered in advance of the Annual Meeting. You may vote your proxy by telephone or via the Internet or by completing and returning the enclosed proxy card. Although we encourage you to complete and return a proxy prior to the Annual Meeting to ensure that your vote is counted, you can cast your vote at the virtual Annual Meeting. If you vote by proxy and also participate in the virtual Annual Meeting, there is no need to vote again at the Annual Meeting unless you wish to change your vote.
We appreciate your investment and interest in Hour Loop, Inc. and urge you to cast your vote as soon as possible.
Sincerely,
/s/ Sam Lai
Sam Lai
Chairman of the Board, Chief Executive Officer and Interim Chief Financial Officer
NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that Hour Loop, Inc., a Delaware corporation (“Hour Loop”), will hold a Virtual 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on Friday, August 29, 2025, beginning at 12:00 p.m., Eastern Time, for the following purposes, which are described more fully in the accompanying Proxy Statement:
| 1. | To elect five directors nominated by Hour Loop’s Board of Directors, based on the recommendation of Hour Loop’s independent directors, to serve for a one-year term following approval by the stockholders at the Annual Meeting; |
| 2. | To ratify the appointment of HTL International, LLC as Hour Loop’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 3. | To transact such other business as may properly come before the Annual Meeting and/or any adjournment or postponement thereof. |
Hour Loop’s Board of Directors has fixed the close of business on July 1, 2025 (the “Record Date”) as the record date for the determination of the stockholders entitled to vote at the Annual Meeting or any adjournments or postponements thereof. Only stockholders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting.
By order of the Board of Directors,
/s/ Sam Lai
Chairman of the Board, Chief Executive Officer and Interim Chief Financial Officer
Your vote is very important. Even if you plan to virtually attend the Annual Meeting, we hope that you will read the Proxy Statement and vote on the matters to be considered in advance of the Annual Meeting. You may vote your proxy by telephone or via the Internet or by completing and returning the enclosed proxy card.
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION | 3 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING | 3 |
| MATTERS TO COME BEFORE THE ANNUAL MEETING | 7 |
| PROPOSAL 1—ELECTION OF DIRECTORS | 7 |
| Officers, Directors and Director Nominees | 7 |
| Vote Required | 7 |
| Recommendation | 7 |
| Corporate Governance | 9 |
| Executive Compensation | 14 |
| Certain Relationships and Related Party Transactions | 26 |
| PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 29 |
| Pre-Approval Policy | 29 |
| Report of the Audit Committee | 30 |
| Vote Required | 30 |
| Recommendation | 30 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 31 |
| OTHER MATTERS | 31 |
| “HOUSEHOLDING” OF PROXY MATERIALS | 32 |
| STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING OF STOCKHOLDERS | 32 |
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.