DEF 14A: BigCommerce Holdings Sets Date for 2024 Annual Stockholders Meeting, Outlines Key Proposals

BigCommerce Holdings, Inc. announces its 2024 annual meeting of stockholders to be held virtually on May 16, 2024, outlining proposals for director elections, auditor ratification, and executive compensation approval.

Summary

• BigCommerce Holdings, Inc. will hold its annual meeting of stockholders virtually on May 16, 2024, at 8:00 a.m. Central Time.
• Stockholders will vote on three proposals: the election of three directors, ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, and an advisory vote on executive compensation.
• The Board of Directors recommends voting 'FOR' each director nominee, the ratification of Ernst & Young LLP, and the approval of executive compensation.
• The record date for determining stockholders eligible to vote is March 20, 2024.
• As of the record date, 76,796,409 shares of Series 1 common stock are outstanding.
• The company intends to mail a Notice of Internet Availability of Proxy Materials on or about April 3, 2024.
• The proxy statement covers the 2023 fiscal year, which was from January 1, 2023 through December 31, 2023.
• The company may retain a proxy solicitation firm, with estimated fees of up to $20,000 plus expenses.
• The Board of Directors has determined that six of the seven directors are independent.
• The company has a Lead Independent Director, currently Jeff Richards.
• The Board of Directors met seven times during the year ended December 31, 2023.
• The company's audit committee consists of Donald E. Clarke, Sally Gilligan, and Jeff Richards.
• The company's compensation committee consists of Satish Malhotra, Ellen F. Siminoff, and Lawrence Bohn.
• The company's nominating and corporate governance committee consists of Ellen F. Siminoff, Jeff Richards, and Lawrence Bohn.
• The company has adopted a code of ethics and conduct that applies to all employees and directors.
• Total revenue for 2023 was $309.4 million, up 11.0% compared to fiscal 2022.
• Total annual revenue run-rate (ARR) as of December 31, 2023 was $336.5 million, up 8.0% compared to December 31, 2022.
• Subscription revenue was $229.3 million, up 11.0% compared to fiscal 2022.
• GAAP operating loss of approximately ($64.7) million, or (20.9%) of revenue in fiscal 2023, compared to a GAAP operating loss of approximately ($139.9) million, or ($50.1%) in fiscal 2022
• Non-GAAP operating loss of approximately ($5.7) million, or (1.8%) of revenue in fiscal 2023, compared to a non-GAAP operating loss of approximately ($47.0) million, or (16.8%) of revenue in fiscal 2022.

Sentiment

Score: 7

Explanation: The document presents a balanced view with positive revenue growth and reduced operating losses, but still reports losses. The board's recommendations and governance practices are positive signals.

Positives

• The Board of Directors is recommending votes 'FOR' all proposals.
• Total revenue increased by 11.0% compared to the previous fiscal year, reaching $309.4 million.
• Total annual revenue run-rate (ARR) increased by 8.0% compared to the previous year, reaching $336.5 million.
• Subscription revenue increased by 11.0% compared to the previous year, reaching $229.3 million.
• GAAP operating loss decreased from ($139.9) million in fiscal 2022 to ($64.7) million in fiscal 2023.
• Non-GAAP operating loss decreased from ($47.0) million in fiscal 2022 to ($5.7) million in fiscal 2023.

Negatives

• The company reported a GAAP operating loss of ($64.7) million for fiscal year 2023.
• The company reported a Non-GAAP operating loss of ($5.7) million for fiscal year 2023.

Risks

• The proxy statement mentions potential risks related to data privacy and cybersecurity, which the Board of Directors and audit committee jointly oversee.
• The company's future performance is subject to various risks, including credit risks, liquidity risks, and operational risks.

Future Outlook

The document does not contain explicit forward-looking statements beyond the routine business to be conducted at the annual meeting.

Management Comments

• Brent Bellm, Chairman, Chief Executive Officer and President, cordially invites stockholders to attend the annual meeting and encourages them to vote promptly.
• The Board of Directors sets high standards for employees, officers and directors.
• It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company’s business.

Industry Context

The document does not provide specific details on how BigCommerce's announcement relates to broader industry trends or competitors, but it does mention that the company competes with other SaaS and e-commerce companies for executive talent.

Comparison to Industry Standards

• The Compensation Committee uses a peer group of publicly-traded SaaS and e-commerce companies with annual revenue between $140 million and $840 million and market capitalization between $400 million and $3.5 billion to benchmark executive compensation.
• The peer group includes companies such as AppFolio, Appian, Blackline, CSDisco, Digital Turbine, E2Open Parent, Everbridge, EverCommerce, Fastly, Intapp, Jamf, JFrog, Momentive Global, nCino, Olo, Q2 Holdings, Sprout Social, SPS Commerce, Sumo Logic, Workiva, and Zuora.
• As of October 2022, compared to the peer group, BigCommerce was at the 10th percentile for net income, the 28th percentile for operating income, and the 18th percentile for 30-day average market cap.

Management Changes

Stakeholder Impact

• Shareholders are encouraged to participate in the annual meeting and vote on key proposals.
• Executive compensation is designed to align management's interests with those of stockholders.
• The company's performance impacts the value of equity-based compensation for executives and directors.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its annual meeting on May 16, 2024.
• The Board and Compensation Committee will consider the outcome of the say-on-pay vote when making future executive compensation decisions.

Key Dates

Keywords

proxy statement, annual meeting, stockholders, board of directors, executive compensation, Ernst & Young, director election, corporate governance, financial performance, BigCommerce