Amprius Technologies, Inc.
For the period ended Jun 11, 2026. Filed Apr 29, 2026.
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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.
Jun 11, 2026 · Filed Apr 29, 2026
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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 Registrantx
Filed by a party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
AMPRIUS TECHNOLOGIES, 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):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(800) 425-8803
April 28, 2026
Dear Fellow Stockholders:
We are pleased to invite you to attend the annual meeting of stockholders of Amprius Technologies, Inc., to be held on June 11, 2026 at 10:00 am, local time. The annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visitingwww.virtualshareholdermeeting.com/AMPX2026, where you will be able to listen to the meeting live, submit questions and vote online.
The attached formal meeting notice and proxy statement contain details of the business to be conducted at the annual meeting.
Your vote is important. Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the annual meeting. Therefore, we urge you to vote and submit your proxy promptly via the Internet, telephone or mail.
On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and interest in Amprius Technologies.
Sincerely,
Thomas M. Stepien
President, Chief Executive Officer and Director
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AMPRIUS TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Time and Date | 10:00 am, local time, on June 11, 2026 |
|---|---|
| Place | The annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/AMPX2026, where you will be able to listen to the meeting live, submit questions and vote online during the meeting. |
| Items of Business | •To elect two Class I directors named in this proxy statement to hold office until our 2029 annual meeting of stockholders and until their successors are elected and qualified.•To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.•To transact other business that may properly come before the annual meeting or any adjournments or postponements thereof. |
| Record Date | April 13, 2026Only stockholders of record as of April 13, 2026 are entitled to notice of and to vote at the annual meeting. |
| Availability of Proxy Materials | The Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement, notice of annual meeting, form of proxy and our annual report, is first being sent or given on or about April 28, 2026 to all stockholders entitled to vote at the annual meeting.The proxy materials and our annual report can be accessed as of April 28, 2026 by visiting ir.amprius.com/sec-filings. |
| Voting | Your vote is important. Whether or not you plan to attend the annual meeting, we urge you to submit your proxy or voting instructions via the Internet, telephone or mail as soon as possible. |
By order of the Board of Directors,
Ricardo C. RodriguezChief Financial Officer and Corporate SecretaryFremont, CaliforniaApril 28, 2026
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TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 7 |
| Corporate Governance Highlights | 7 |
| Composition of the Board | 7 |
| Nominees for Director | 8 |
| Continuing Directors | 8 |
| New Director Appointment | 9 |
| Director Independence | 9 |
| Board Leadership Structure | 10 |
| Role of Board in Risk Oversight Process | 11 |
| Board Committees | 11 |
| Attendance at Board and Stockholder Meetings | 14 |
| Executive Sessions of Non-Employee Directors | 14 |
| Compensation Committee Interlocks and Insider Participation | 14 |
| Considerations in Evaluating Director Nominees | 14 |
| Stockholder Recommendations and Nominations to our Board of Directors | 15 |
| Communications with the Board of Directors | 15 |
| Policy Prohibiting Hedging or Pledging of Securities | 15 |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 16 |
| Insider Trading Policy | 15 |
| Director Compensation | 16 |
| PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS | 19 |
| Nominees | 19 |
| Vote Required | 19 |
| Board Recommendation | 19 |
| PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 20 |
| Fees Paid to the Independent Registered Public Accounting Firm | 20 |
| Auditor Independence | 21 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 21 |
| Vote Required | 21 |
| Board Recommendation | 21 |
| REPORT OF THE AUDIT COMMITTEE | 22 |
| EXECUTIVE OFFICERS | 23 |
| EXECUTIVE COMPENSATION | 24 |
| Summary Compensation Table for Fiscal 2025 | 25 |
| Narrative Disclosure to Summary Compensation Table | 26 |
| Outstanding Equity Awards at Fiscal 2025 Year-End | 29 |
| Equity Compensation Plan Information | 29 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 31 |
| RELATED PERSON TRANSACTIONS | 33 |
| Sponsor Support Agreement | 33 |
| Business Combination Registration Rights Agreement | 33 |
| PIPE Financing | 33 |
| Working Capital Warrants | 33 |
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| Pre-Business Combination Related Party Transactions | 34 |
|---|---|
| Related Party Transaction with Sponsor | 34 |
| Distribution of Amprius Holdings | 35 |
| Warrant Tender Offers | 37 |
| Indemnification Agreements | 36 |
| Related Party Transaction Policy | 37 |
| OTHER MATTERS | 38 |
| Stockholder Proposals or Director Nominations for 2027 Annual Meeting | 38 |
| Availability of Bylaws | 38 |
| Delinquent Section 16(a) Reports | 38 |
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