NeoVolta Inc
For the period ended Dec 10, 2024. Filed Oct 31, 2024.
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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.
Dec 10, 2024 · Filed Oct 31, 2024
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DEF 14A 1 neovolta_def14a.htm DEFINITIVE PROXY STATEMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 Only (as permitted by Rule 14a-6(e)(2) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
| NeoVolta, 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 14a6(i)(1) and 0-11 |
Dear Fellow Stockholder:
On behalf of the Board of Directors (the “Board”) and management of NeoVolta, Inc. (the “Company”), you are cordially invited to attend the 2024 Annual Meeting of Stockholders of the Company (the “Annual Meeting”). The Annual Meeting will be held at the Company’s offices located at 13651 Danielson Street, Suite A, Poway, CA, on Tuesday, December 10, 2024, at 2:00 P.M., Pacific Standard Time.
The attached Notice of the Annual Meeting (the “Notice”) and Proxy Statement describe in greater detail all of the formal business that will be transacted at the Annual Meeting.
The Company’s Board has determined that each of the proposals that will be presented to the stockholders for their consideration at the Annual Meeting are in the best interests of the Company and its stockholders, and unanimously recommends and urges you to vote “FOR” each director nominee, “FOR” ratification of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025, and “FOR” approval of the amendment to the NeoVolta, Inc. 2019 Stock Plan. If any other business is properly presented at the Annual Meeting, the proxies will be voted in accordance with the recommendations of the Company’s Board.
We are distributing our proxy materials to stockholders via the Internet under the “Notice and Access” rules of the U.S. Securities and Exchange Commission. We believe this expedites stockholders’ receipt of proxy materials, lowers the Annual Meeting costs and conserves natural resources. As a result, we are mailing to many stockholders a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), rather than a paper copy of the Notice and Proxy Statement and 2024 Annual Report to Stockholders, which consists of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. The Notice of Internet Availability contains instructions on how to access the proxy materials online, vote online and obtain, if desired, a paper copy of our proxy materials. The Notice of Internet Availability is not a proxy card and cannot be used to vote your shares. You will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the Notice of Internet Availability or on the website referred to in the Notice.
We encourage you to attend the Annual Meeting, but if you are unable to attend, it is important that you vote in advance via the Internet, by telephone, or sign, date and return the enclosed proxy card in the enclosed postage-paid envelope. Your cooperation is appreciated since a majority of the common stock must be represented, either in person or by proxy, to constitute a quorum for the transaction of business at the Annual Meeting.
On behalf of the Board and all of the employees of the Company, we thank you for your continued support.
Sincerely,
Brent Willson
Chairman of the Board
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVENthat the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of NeoVolta, Inc. (the “Company”) will be held at the Company’s offices located at 13651 Danielson Street, Suite A, Poway, CA, on Tuesday, December 10, 2024, at 2:00 P.M., Pacific Standard Time, for the following purposes:
| 1. | Election of Directors: To elect the following five (5) director nominees to the Board of Directors to serve for a one-year term ending at the 2025 Annual Meeting of Stockholders or until their successor is duly elected and qualified: |
| · | Brent Willson | · | Susan Snow |
| · | Steve Bond | · | John Hass |
| · | James Amos | ||
| 2. | Ratification of the Appointment of Independent Auditors: To ratify the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025. |
| 3. | Approval of the amendment to the NeoVolta, Inc. 2019 Stock Plan: To approve the adoption of the amendment to the NeoVolta, Inc. 2019 Stock Plan to increase the number of shares of common stock authorized for issuance by 5,000,000 shares. |
The Board of Directors (the “Board”) is not aware of any other business that will be presented for consideration at the Annual Meeting. If any other matters should be properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting for action by stockholders, the persons named in the form of proxy will vote the proxy in accordance with their best judgment on that matter.
The Board recommends that you vote “FOR” each of the director nominees, and “FOR” ratification of the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025, and “FOR” approval of the amendment to the NeoVolta, Inc. 2019 Stock Plan.
Only stockholders of record as of the close of business on October 18, 2024 are entitled to receive notice of, to attend and to vote at the Annual Meeting. If you are a beneficial owner as of that date, you will receive communications from your broker, bank or other nominee about the Annual Meeting and how to direct the vote of your shares, and you are welcome to attend the Annual Meeting in person, all as described in more detail in the attached Proxy Statement.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on Tuesday, December 10, 2024. The Proxy Statement, form of Proxy, and our 2024 Annual Report on Form 10-K for the year ended June 30, 2024, are available on the Internet at https://www.cstproxy.com/neovolta/2024 and on our corporate website at www.neovolta.com under “Investors—SEC Filings.”
By Order of the Board of Directors,
Brent Willson
Chairman of the Board
TABLE OF CONTENTS
| PROXY STATEMENT | 6 |
|---|---|
| GENERAL INFORMATION | 6 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 12 |
| Nominees for Election as Directors | 12 |
| Qualifications of 2024 Director Nominees and Continuing Directors | 12 |
| Executive Officers Who are Not Serving as Directors | 13 |
| Corporate Governance and Board Matters | 13 |
| Director Qualifications | 13 |
| Director Independence | 14 |
| Insider Trading Policy | 14 |
| Hedging and Pledging Policy | 14 |
| Leadership Structure | 14 |
| Diversity of Directors | 15 |
| Code of Ethics | 15 |
| Compensation Committee Interlocks and Insider Participation | 15 |
| Risk Management and Oversight | 15 |
| Stockholder Communications and Annual Meeting Attendance | 15 |
| Committees of the Board of Directors | 16 |
| Selecting and Nominating Director Candidates | 18 |
| Board and Committee Meetings | 18 |
| REPORT OF THE AUDIT COMMITTEE | 19 |
| BENEFICIAL OWNERSHIP OF COMMON STOCK | 19 |
| Compensation of Non-Employee Directors | 20 |
| EXECUTIVE COMPENSATION | 21 |
| Summary Compensation Table | 21 |
| Narrative Disclosure to Summary Compensation Table | 21 |
| Executive Agreements | 22 |
| 2019 Stock Plan | 23 |
| Outstanding Equity Awards | 26 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 26 |
|---|---|
| Policies and Procedures for Related Party Transactions | 26 |
| DELINQUENT SECTION 16(A) REPORTS | 26 |
| PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF MALONEBAILEY, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2025 | 27 |
| Audit Fees and Services | 27 |
| Audit Fees | 27 |
| Audit-Related Fees | 27 |
| Tax Fees | 27 |
| All Other Fees | 28 |
| Audit Committee Pre-Approval Policies and Procedures | 28 |
| PROPOSAL 3: TO APPROVE THE AMENDMENT TO THE NEOVOLTA, INC. 2019 STOCK PLAN | 29 |
| STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2024 ANNUAL MEETING | 35 |
| Stockholder Proposals | 35 |
| Director Nominations | 35 |
| OTHER BUSINESS | 35 |
| STOCKHOLDERS SHARING THE SAME ADDRESS | 35 |
NEOVOLTA, Inc.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.