Navitas Semiconductor Corp
For the period ended Apr 26, 2024. Filed Apr 26, 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.
Apr 26, 2024 · Filed Apr 26, 2024
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DEF 14A 1 a2024annualmeetingproxysta.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
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 Under Rule 14a-12
NAVITAS SEMICONDUCTOR CORPORATION
(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 all boxes that apply):
☑ 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 26, 2024
Fellow Navitas stockholder:
You are cordially invited to attend our 2024 annual stockholders’ meeting on June 7, 2024, at 9:30 a.m., Pacific Time, at our headquarters at 3520 Challenger Street, Torrance, California 90503. The matters to be acted upon at the meeting are described in the attached Notice of Annual Stockholders’ Meeting and Proxy Statement.
All Navitas stockholders of record at the close of business on April 15, 2024, the record date, are entitled to attend and vote at the annual meeting. If you were a beneficial holder as of the record date (i.e., if your shares are held in “street name” through a broker, bank or other intermediary), you are also invited to attend the meeting, but in order to vote at the meeting you must obtain a legal proxy from the holder of record, as described further in the accompanying proxy statement.
Your vote on the business to be considered at the meeting is important, regardless of the number of shares you own. Whether or not you plan to attend the meeting, please submit your proxy or voting instructions as soon as possible using one of the voting methods described in the proxy statement, so that your shares will be represented at the meeting. Submitting your proxy or voting instructions by any of these methods will not affect your right to attend the meeting and, for stockholders of record, to vote your shares at the meeting if you wish to do so.
Sincerely yours,
Gene Sheridan
Chair of the Board, President and CEO
| CONTENTS | |
|---|---|
| Notice of Annual Stockholders’ Meeting and Proxy Statement | |
| PROXY STATEMENT | |
| MEETING AND VOTING INFORMATION | |
| Proposals to be Presented at the Meeting | 1 |
| How to Vote | 2 |
| Your Proxy Can Be Revoked | 2 |
| Voting Rights of Stockholders | 3 |
| CORPORATE GOVERNANCE | |
| Board Structure and Directors’ Terms of Office | 5 |
| Biographical Information for Directors | 6 |
| Director Independence | 8 |
| Code of Business Conduct and Ethics | 8 |
| Board Leadership Structure and Role in Risk Oversight | 8 |
| Restrictions on Hedging, Short Sales and Speculative Transactions | 9 |
| Insider Trading Policy | 9 |
| Policies Related to Granting Equity Awards in Proximity to Material Disclosures | 9 |
| Communications with Directors | 10 |
| Board Meetings and Committees | 10 |
| Oversight of Sustainability Initiatives | 12 |
| Board Diversity | 13 |
| Stockholder Recommendations for Director Nominees | 13 |
| Proposal 1 - Election of Class III Directors | 14 |
| EXECUTIVE OFFICERS | |
| Biographical Information | 15 |
| EXECUTIVE AND DIRECTOR COMPENSATION | |
| 2023 Summary and Highlights | 16 |
| Summary Compensation Table | 17 |
| Employment Arrangements with Named Executive Officers | 17 |
| Annual Incentive Bonus | 18 |
| Executive Severance Plan | 18 |
| Outstanding Equity Awards at Fiscal Year End | 20 |
| Long-Term Incentive Performance Awards to Executive Officers | 21 |
| Pay Versus Performance | 23 |
| Director Compensation | 25 |
| Equity Compensation Plan Information | 26 |
| Proposal 2 - Advisory Vote on Executive Compensation (“Say-On-Pay”) | 27 |
| Proposal 3 - Advisory Vote on Frequency of Future Say-On-Pay Votes (“Say-When-On-Pay”) | 28 |
| BENEFICIAL OWNERSHIP BY DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS | 29 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 31 |
| Related Persons Transaction Policy | 36 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
| Auditor Fees | 37 |
(i)
| Change of Auditors | 37 |
|---|---|
| Audit Committee Pre-Approval Policy and Procedures | 38 |
| Report of the Audit Committee | 38 |
| Proposal 4 - Ratification of Independent Registered Public Accounting Firm | 39 |
| OTHER INFORMATION | |
| Background on our Status as a Public Company | 40 |
| Transition from Smaller Reporting Company to Large Accelerated Filer | 40 |
| Delinquent Section 16(a) Reports | 41 |
| Requirements for Submissions for the 2025 Annual Stockholders’ Meeting Stockholders | 41 |
| Delivery of Proxy Materials to Stockholders Sharing an Address | 42 |
| Additional Information - Form of Proxy Card for Registered Holders | A-1 |
(ii)
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.