DEF: CuriosityStream Inc. Announces 2025 Annual Meeting of Stockholders, Proposes Incentive Plan Amendment

CuriosityStream Inc. will hold its 2025 Annual Meeting of Stockholders virtually on June 30, 2025, to vote on director elections, an incentive plan amendment, auditor ratification, and a potential meeting adjournment.

Summary

• CuriosityStream Inc. is holding its Annual Meeting of Stockholders on June 30, 2025, virtually.
• Stockholders will vote on electing two Class II directors, approving an amendment to the 2020 Omnibus Incentive Plan to increase the number of shares subject to the plan to 10,725,000, ratifying the appointment of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and approving a potential adjournment of the meeting.
• The board recommends voting for all proposals.
• The record date for determining stockholders eligible to vote is May 23, 2025.
• As of the date of the proxy statement, there were 56,930,262 shares of Common Stock outstanding and entitled to vote.
• Prior to the Record Date an additional 499,998 shares of Common Stock that were awarded as restricted stock units under the CuriosityStream Inc. 2020 Equity Incentive Plan will become fully vested bringing the total number of anticipated shares of Common Stock outstanding and entitled to vote as of the Record Date to 57,430,260 shares.
• A quorum requires one-third of all votes entitled to be cast.
• MacKenzie Partners, Inc. has been hired to assist in the proxy solicitation process for a fee of $7,500 plus disbursements.
• The company's burn rate was 9.7% in 2024 and 3.6% in 2023.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a positive outlook on employee incentives and company growth. The board's unanimous recommendations suggest confidence in the proposals.

Positives

• The Board of Directors unanimously recommends voting FOR all proposals, indicating confidence in the company's direction.
• The proposed amendment to the 2020 Omnibus Incentive Plan aims to attract, retain, and motivate employees by offering equity incentives.
• The company is providing access to proxy materials online, reducing printing and mailing costs.
• The virtual-only format of the Annual Meeting allows for greater stockholder attendance and participation from any location.

Negatives

• Approval of Proposal No. 2 (Increase Shares Subject to Plan) will require the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter at the Annual Meeting, provided a quorum is present.
• If the amendment to the Plan is not approved, the company may not have sufficient shares of Common Stock available for issuance under the Plan to fully execute its equity compensation program beyond 2025.
• Equity awards dilute existing stockholders.

Risks

• Failure to approve the amendment to the 2020 Omnibus Incentive Plan could limit the company's ability to attract and retain key employees.
• If a quorum is not present at the Annual Meeting, the meeting may be adjourned or postponed.
• The company's burn rate measures how rapidly a company is depleting its shares reserved for equity compensation and is commonly used by investors and proxy advisory firms to evaluate proposals relating to equity compensation plans.

Future Outlook

The company aims to provide appropriate incentives to its employees through the equity program, which is a key component of its strategy to attract, retain, reward, and motivate eligible individuals.

Management Comments

• On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and interest in CuriosityStream.

Industry Context

The document highlights the importance of equity compensation in the media industry for attracting and retaining talent, aligning employee compensation with stockholder interests, and remaining competitive.

Comparison to Industry Standards

• The document mentions that the company's burn rate of 9.7% in 2024 and 3.6% in 2023 is generally consistent with similarly sized companies in its industry.
• The document references several media and technology companies, including Discovery Communications, Showtime Networks Inc., AMC Networks, Brightcove, Dalet, Ooyala, and EMC Corporation, providing a benchmark for CuriosityStream's performance and strategic decisions.

Management Changes

Related Party Transactions

• The company sublets a portion of its office space to Hendricks Investment Holdings LLC, an affiliate of Board members John Hendricks, Andrew Hendricks, and Elizabeth Saravia.

Stakeholder Impact

• Approval of the equity incentive plan amendment could positively impact employees by providing them with equity ownership opportunities.
• The election of directors and ratification of the auditor are standard governance procedures that impact shareholders.
• The virtual-only format of the Annual Meeting aims to enhance stockholder access and participation.

Next Steps

• Stockholders are encouraged to vote by Internet, phone, or mail.
• The company intends to file with the SEC a registration statement on Form S-8 covering the new shares reserved for issuance under the Plan in Q3 2025.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Equity Incentive Plan, Director Election, Grant Thornton, Compensation, CuriosityStream