DEF: Blend Labs, Inc. Announces Details for 2025 Annual Stockholders Meeting

Blend Labs, Inc. has scheduled its 2025 annual meeting of stockholders for June 11, 2025, to elect directors and ratify the appointment of PricewaterhouseCoopers LLP as its independent accounting firm.

Summary

• Blend Labs, Inc. will hold its 2025 annual meeting of stockholders virtually on June 11, 2025.
• Stockholders of record as of April 14, 2025, are eligible to vote.
• The meeting will include the election of seven directors and the ratification of PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The board of directors recommends voting for the election of each director nominee and for the ratification of PwC's appointment.
• Proxy materials were first sent to stockholders on or about April 28, 2025.
• Nima Ghamsari controls a majority of the voting power, making Blend Labs a controlled company under NYSE rules.
• The board has determined that Gerald Chen, Brian Sheth, Bryan E. Sullivan, Eric Woersching and Erin Lantz are independent directors.
• The company has adopted an insider trading policy that prohibits short sales and hedging transactions unless pre-approved by the Audit Committee.
• Non-employee directors receive cash and equity compensation, with an annual limit of $500,000.
• The annual cash retainer for non-employee directors is $35,000, with additional fees for committee chairs and members.
• Each non-employee director receives an annual award of RSUs covering 50,000 shares of Class A common stock.
• PwC's audit fees for 2024 were $2,467,000.
• Ernst & Young LLP (EY) was dismissed as the independent registered public accounting firm on April 5, 2023, and PwC was engaged on the same day.
• The Audit Committee recommended the inclusion of the audited consolidated financial statements in Blend's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
• Executive officers include Nima Ghamsari, Amir Jafari, Srinivasan Venkatramani, Brian Kneafsey, and Winnie Ling.
• Nima Ghamsari's annual base salary is $545,000, and his annual target bonus is $495,000, effective as of April 1, 2025.
• Amir Jafari's annual base salary is $450,000, and his annual target bonus is $200,000.
• Srinivasan Venkatramani's annual base salary is $450,000, and he is eligible for an annual cash bonus with a target value of $200,000.
• The company maintains a 401(k) plan for eligible U.S. employees.
• As of December 31, 2024, there were 60,651,131 securities to be issued upon exercise of outstanding options, warrants, and rights, with a weighted-average exercise price of $6.83.
• As of March 31, 2025, Nima Ghamsari beneficially owns 59.3% of the total voting power.
• Brian Sheth beneficially owns 14.9% of the total voting power.
• Greylock Partners and Lightspeed are significant stockholders.
• The company has a formal policy regarding related party transactions, with the Audit Committee responsible for reviewing and approving such transactions.
• Stockholder proposals for the 2026 annual meeting must be received by December 29, 2025.
• The company's bylaws establish an advance notice procedure for stockholder proposals and director nominations.
• A copy of the company's amended and restated bylaws is available on the SEC's website.
• During the fiscal year ended December 31, 2024, all directors, executive officers, and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them on a timely basis other than a Form 4 that was filed late on behalf of Nima Ghamsari, reflecting a conversion of Class B common stock and subsequent sale of Class A common stock pursuant to a 10b5-1 trading plan on May 20, 2024.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral to slightly positive tone. The company expresses appreciation for stockholder support, and the board recommends voting in favor of the proposals.

Positives

• The company is adhering to corporate governance best practices by seeking stockholder ratification of the independent auditor.
• The board has a majority of independent directors, ensuring oversight and accountability.
• The company has a formal policy regarding related party transactions, promoting transparency and fairness.
• The company maintains a 401(k) plan for eligible U.S. employees.

Negatives

• Nima Ghamsari's control of a majority of the voting power concentrates decision-making authority.
• A Form 4 was filed late on behalf of Nima Ghamsari, reflecting a conversion of Class B common stock and subsequent sale of Class A common stock pursuant to a 10b5-1 trading plan on May 20, 2024.

Risks

• As a controlled company, Blend Labs is exempt from certain corporate governance requirements of the NYSE, which could reduce protections for other stockholders.
• The company faces inherent risks in its business operations, including strategic, financial, business, operational, legal, compliance, and reputational risks.
• The company's success depends on attracting, retaining, and incentivizing qualified executives.

Future Outlook

The board of directors does not know of any other matters to be presented at the annual meeting. If any additional matters are properly presented at the annual meeting, the persons named in this Proxy Statement will have discretion to vote the shares of our Class A common stock and Class B common stock they represent in accordance with their own judgment on such matters.

Management Comments

• On behalf of our board of directors, we would like to express our appreciation for your continued support of and interest in Blend.

Industry Context

This proxy statement is a standard document for publicly traded companies, outlining the matters to be voted on at the annual meeting and providing information about the company's directors, executive compensation, and corporate governance practices.

Comparison to Industry Standards

• The director compensation structure, including cash retainers and equity awards, is generally in line with industry standards for publicly traded companies of similar size and complexity.
• The executive compensation packages, including base salaries, bonuses, and equity awards, are designed to attract and retain qualified executives in a competitive market.
• The company's corporate governance practices, including the presence of independent directors and committees, are consistent with NYSE listing requirements and industry best practices.
• The disclosure of related party transactions and the establishment of a formal policy are standard practices for publicly traded companies to ensure transparency and fairness.

Legal Proceedings

• Amir Jafari was the Chief Financial Officer of Plastiq Inc. until early January 2023.
• On May 24, 2023, Plastiq Inc. filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware.

Related Party Transactions

• The company is party to an amended and restated investors rights agreement with certain holders of its capital stock, including entities affiliated with Greylock Partners and Lightspeed.
• On April 29, 2024, the company entered into an Investment Agreement with Haveli, relating to the issuance and sale by us to Haveli of 150,000 shares of Series A Convertible Preferred Stock, par value $0.00001 per share (the Series A Preferred Stock), for an aggregate purchase price of $150 million, or $1,000 per share, as well as a warrant to purchase 11,111,112 shares of our Class A common stock for an exercise price of $4.50 per share.
• Mr. Sheth, a member of our board of directors and our Compensation Committee since April 2024, is affiliated with Haveli.

Stakeholder Impact

• Stockholders are asked to vote on key proposals, including the election of directors and the ratification of the independent auditor.
• The company's performance and governance practices impact the value of stockholders' investments.
• Executive compensation decisions affect the alignment of management's interests with those of stockholders.
• The company's code of conduct applies to all employees, officers, and directors, promoting ethical behavior and compliance with laws and regulations.

Next Steps

• Stockholders are urged to vote and submit their proxy promptly via the Internet, telephone, or mail.
• The company will announce preliminary voting results at the annual meeting and disclose final results in a Form 8-K filed with the SEC.

Key Dates

Keywords

annual meeting, proxy statement, board of directors, director election, PricewaterhouseCoopers, executive compensation, corporate governance, stockholders, Blend Labs