DEF: Butterfly Network to Hold Virtual Annual Meeting on June 12, 2025; Elects Directors and Seeks Stockholder Approval on Key Proposals

Butterfly Network, Inc. will conduct its 2025 annual meeting of stockholders virtually on June 12, 2025, to elect directors, ratify the appointment of Deloitte & Touche LLP, and approve executive compensation.

Summary

• Butterfly Network, Inc. is holding its 2025 annual meeting of stockholders on Thursday, June 12, 2025, at 11:00 a.m. Eastern Time.
• The meeting will be conducted virtually via live audio webcast.
• Stockholders can attend, vote, and submit questions online at www.virtualshareholdermeeting.com/BFLY2025.
• The agenda includes the election of seven directors to one-year terms, ratification of Deloitte & Touche LLP as the independent accounting firm for the fiscal year ending December 31, 2025, and a non-binding advisory vote on executive compensation.
• The board of directors recommends approval of all three proposals.
• The record date for determining stockholders eligible to vote is April 21, 2025.
• Proxy materials are available online, and stockholders are encouraged to vote by proxy before the meeting.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The board's recommendations to vote in favor of all proposals suggest a positive outlook on the company's direction.

Positives

• The virtual meeting format enables greater stockholder attendance and participation, improves meeting efficiency, and reduces costs and environmental impact.
• The board of directors is recommending approval of all proposals, indicating confidence in the company's direction and performance.
• Stockholders have multiple options for voting, including online, telephone, and mail, providing flexibility and convenience.
• The company has a Lead Independent Director, which enhances corporate governance.
• The company has a clawback policy in place for incentive compensation.

Risks

• The document contains forward-looking statements that involve significant risks and uncertainties, which could cause actual results to differ materially from expectations.
• These risks include the company's ability to manage growth, the success of product development, regulatory approvals, competition, and market acceptance of its products and services.
• Jonathan M. Rothberg, Ph.D., beneficially owns a majority of the voting power, which could allow him to control the outcome of votes on key matters.

Future Outlook

The proxy statement includes forward-looking statements regarding the company's expectations, estimates, and projections with respect to its financial results, future performance, product development, and market growth. These statements are subject to significant risks and uncertainties.

Management Comments

• Joseph M. DeVivo, Chief Executive Officer, President, and Chairman of the Board, expressed his pleasure in inviting stockholders to the 2025 annual meeting and thanked them for their ongoing support.
• Heather C. Getz, Chief Financial and Operations Officer and Corporate Secretary, formally announced the notice of the 2025 annual meeting.

Industry Context

The document does not explicitly discuss the broader industry context. However, the mention of telemedicine and medical device companies suggests that Butterfly Network operates in the healthcare technology sector, which is characterized by innovation, regulation, and competition.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards.
• However, it mentions that the compensation committee engages a compensation consultant to evaluate executive compensation, discuss general compensation trends, and provide competitive market practice data.
• This suggests that the company is benchmarking its executive compensation against industry peers to ensure competitiveness.

Related Party Transactions

• Legacy Butterfly has a Technology and Services Exchange Agreement (TSEA) with other companies controlled by the Rothbergs, allowing for the use of non-core technologies and personnel.
• The company has an Advisory Agreement with Jonathan M. Rothberg, Ph.D., for strategic advice and consulting services, with a monthly consulting fee of $16,667.
• The company has entered into indemnification agreements with its executive officers and directors.

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will impact the company's governance and executive compensation.
• The election of directors will determine the leadership and oversight of the company.
• The ratification of the independent accounting firm ensures the integrity of the company's financial reporting.
• The advisory vote on executive compensation allows shareholders to express their views on the company's pay practices.

Next Steps

• Stockholders are urged to vote on the proposals outlined in the proxy statement.
• The company will hold its annual meeting on June 12, 2025, to conduct the business described in the proxy statement.
• The board of directors and compensation committee will review the voting results and take them into consideration when making future decisions.

Key Dates

Keywords

annual meeting, proxy statement, directors, Deloitte & Touche LLP, executive compensation, stockholders, voting, governance, Butterfly Network