Fluence Energy Inc
For the period ended Mar 17, 2025. Filed Jan 24, 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.
Mar 17, 2025 · Filed Jan 24, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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 ☐
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 § 240.14a-12
(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
January 24, 2025
To our Stockholders:
On behalf of the Board of Directors, I cordially invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Fluence Energy, Inc., which will be held on Monday, March 17, 2025, beginning at 10:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting that will be conducted via live webcast.
In accordance with the U.S. Securities and Exchange Commission rules allowing companies to furnish proxy materials to their stockholders over the Internet, we have sent holders of record of our common stock (composed of Class A common stock, Class B-1 common stock, and Class B-2 common stock) at the close of business on Friday, January 17, 2025 a Notice of Internet Availability of Proxy Materials. Stockholders will not receive paper copies of the proxy materials unless they request them.
Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting. The Notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the Notice, as well as in the attached Proxy Statement.
Your vote is important regardless of the number of shares that you hold. Please act as soon as possible to vote your shares. It is important that your shares be represented at the meeting whether or not you plan to attend the Annual Meeting via the Internet. Please vote electronically over the Internet, by telephone or, if you receive a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided. You also may vote your shares online during the Annual Meeting. Instructions on how to vote while participating at the meeting live via the Internet are posted atwww.virtualshareholdermeeting.com/FLNC2025.
On behalf of the Fluence Board of Directors and management, it is my pleasure to express our sincere appreciation for your continued support.
Herman Bulls
Chairperson of the Board of Directors
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| DateMarch 17, 2025 | Time10:00 a.m. ET | Locationwww.virtualshareholdermeeting.com/FLNC2025 | Record DateJanuary 17, 2025 |
|---|
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual Meeting") of Fluence Energy, Inc., a Delaware corporation (the “Company”), will be held on March 17, 2025, at 10:00 a.m., Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/FLNC2025. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “Questions and Answers About the Annual Meeting, Proxy Materials, and Voting — How can I attend and vote at the Annual Meeting?”
The Annual Meeting is being held:
| 1 | to elect the following twelve (12) directors to hold office until the Company’s 2026 annual meeting of stockholders and until their respective successors have been duly elected and qualified: Cynthia Arnold, Herman Bulls, Ricardo Falu, Elizabeth Fessenden, Harald von Heynitz, Barbara Humpton, Peter Chi-Shun Luk, Axel Meier, Letitia ("Tish") Mendoza, Julian Nebreda, John Christopher ("Chris") Shelton, and Simon James Smith; |
| 2 | to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for our fiscal year ending September 30, 2025; |
| 3 | to approve, on an advisory, non-binding basis, the compensation of the Company's named executive officers; and |
| 4 | to transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment thereof. |
These items of business are described in the Proxy Statement that follows this notice. Holders of record of the Company's common stock as of the close of business on January 17, 2025 are entitled to notice of and to vote at the Annual Meeting or any continuation, postponement, or adjournment thereof. A complete list of such stockholders will be open to the examination of any stockholder for a purpose germane to the meeting for a period of ten days before the Annual Meeting at the Company’s principal place of business, located at 4601 Fairfax Drive, Suite 600, Arlington, Virginia 22203. The list of these stockholders also will be available during the Annual Meeting after entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.
Your vote is important. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Please promptly vote your shares by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of the Company's proxy materials, by completing, signing, dating, and returning your proxy card or by Internet or telephone voting as described on your proxy card.
By Order of the Board of Directors
Vincent W. Mathis
Senior Vice President, Chief Legal and Compliance Officer, and Secretary
Arlington, Virginia
January 24, 2025
This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about January 24, 2025.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting:
This Proxy Statement and the Company's 2024 Annual Report are available free of charge at www.proxyvote.com.
TABLE OF CONTENTS
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MARCH 17, 2025 | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING, PROXY MATERIALS, AND VOTING | 1 |
| When and where will the Annual Meeting be held? | 1 |
| What are the purposes of the Annual Meeting? | 1 |
| Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement? | 1 |
| Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of proxy materials? | 1 |
| What does it mean if I receive more than one Notice and Access Card or more than one set of proxy materials? | 2 |
| Can I vote my shares by filling out and returning the Notice and Access Card? | 2 |
| Who is entitled to vote at the Annual Meeting? | 2 |
| What is the difference between being a “record holder” and holding shares in “street name”? | 2 |
| What do I do if my shares are held in “street name”? | 2 |
| How many shares must be present to hold the Annual Meeting? | 3 |
| What are “broker non-votes”? | 3 |
| What if a quorum is not present at the Annual Meeting? | 3 |
| How do I vote my shares without attending the Annual Meeting? | 3 |
| How can I attend and vote at the Annual Meeting? | 3 |
| Will there be a question and answer session during the Annual Meeting? | 4 |
| What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website? | 4 |
| How does the Board recommend that I vote? | 4 |
| How many votes are required to approve each proposal? | 4 |
| What if I do not specify how my shares are to be voted? | 5 |
| Who will count the votes? | 5 |
| Can I revoke or change my vote after I submit my proxy? | 5 |
| Who will pay for the cost of this proxy solicitation? | 6 |
| Why hold a virtual meeting? | 6 |
| Where can I find the voting results of the Annual Meeting? | 6 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 7 |
| Recommendation of the Board of Directors | 7 |
| BOARD OF DIRECTORS | 8 |
| Information About Director Nominees | 8 |
| Director Skills, Qualifications, and Experience | 16 |
| Director Nominee Diversity Matrix | 17 |
| Board Size and Structure | 17 |
| Compensation of Directors | 18 |
| CORPORATE GOVERNANCE | 21 |
| Corporate Governance Guidelines | 21 |
| Board Leadership Structure | 21 |
| Director Independence | 21 |
| Controlled Company Exception | 22 |
| Meetings of our Board of Directors | 22 |
| Committees of our Board of Directors | 23 |
| Executive Sessions | 26 |
| Director Nominations Process | 26 |
| Board Role in Risk Oversight | 27 |
| Code of Conduct and Ethics | 28 |
| Insider Trading Compliance Policy | 28 |
| Anti-Hedging Policy | 28 |
| Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 28 |
|---|---|
| Stock Ownership Requirements | 29 |
| Communications with the Board | 29 |
| PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 30 |
| Appointment of Independent Registered Public Accounting Firm | 30 |
| Recommendation of the Board of Directors | 30 |
| AUDIT MATTERS | 30 |
| Audit, Audit-Related, Tax and All Other Fees | 30 |
| Pre-Approval Policies and Procedures | 31 |
| REPORT OF THE AUDIT COMMITTEE | 31 |
| PROPOSAL NO. 3 APPROVAL, ON AN ADVISORY, NON-BINDING BASIS, ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 33 |
| Recommendation of the Board of Directors | 33 |
| EXECUTIVE OFFICERS | 34 |
| EXECUTIVE COMPENSATION | 36 |
| Compensation Discussion and Analysis | 36 |
| Compensation and Human Resources Committee Report | 57 |
| Compensation Committee Interlocks and Insider Participation | 58 |
| Compensation Tables and Related Disclosures | 58 |
| CEO Pay Ratio | 66 |
| Pay Versus Performance | 67 |
| EQUITY COMPENSATION PLAN INFORMATION | 71 |
| STOCK OWNERSHIP | 72 |
| Security Ownership of Certain Beneficial Owners and Management | 72 |
| Delinquent Section 16(a) Reports | 74 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 75 |
| STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 84 |
| OTHER MATTERS | 84 |
| SOLICITATION OF PROXIES | 84 |
| HOUSEHOLDING | 84 |
| SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS | 85 |
| INCORPORATION BY REFERENCE | 85 |
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 17, 2025
This proxy statement (the “Proxy Statement”) and our annual report for the fiscal year ended September 30, 2024 (the “Annual Report” and, together with this Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the board of directors (the “Board” or “Board of Directors”) of Fluence Energy, Inc. (the “Company,” “Fluence,” “we,” “us,” or “our”), in connection with our 2025 annual meeting of stockholders (the “Annual Meeting”). The Notice of Annual Meeting and this Proxy Statement are first being distributed or made available, as the case may be, on or about January 24, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.