DEF 14A: Dave Inc. Sets Date for 2024 Annual Stockholders Meeting

Dave Inc. will hold its 2024 Annual Meeting of Stockholders virtually on June 3, 2024, to elect directors and ratify the appointment of its independent accounting firm.

Summary

• Dave Inc. will hold its 2024 Annual Meeting of Stockholders virtually on June 3, 2024, at 9:00 a.m. Pacific Time.
• Stockholders of record as of April 19, 2024, are entitled to vote at the meeting.
• The meeting will address the election of three Class III directors (Jason Wilk, Brendan Carroll, and Imran Khan) for a three-year term expiring at the 2027 annual meeting.
• Stockholders will also vote to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The board of directors recommends voting 'FOR' the election of the director nominees and 'FOR' the ratification of Deloitte & Touche LLP.
• The proxy materials, including the notice, proxy statement, annual report, and proxy card, were expected to be mailed on or about April 22, 2024.
• Holders of Class A common stock are entitled to one vote per share, while holders of Class V common stock are entitled to ten votes per share.
• As of the record date, there were 10,869,286 shares of Class A common stock and 1,514,082 shares of Class V common stock outstanding and entitled to vote.
• Stockholders can vote online, by telephone, or by mail following the instructions on the proxy card.
• The company's Corporate Secretary must receive written notice of any stockholder proposals to be presented at the 2025 Annual Meeting not earlier than February 3, 2025, and not later than March 5, 2025.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral tone. The positive aspects include the company's commitment to corporate governance and stockholder engagement. The negative aspects include the company's status as a controlled company and past material weaknesses in internal control.

Positives

• The company provides multiple avenues for stockholders to vote, including online, telephone, and mail.
• The board of directors is actively engaged in corporate governance, with established committees and guidelines.
• The company encourages stockholders to communicate with the board of directors.
• The company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees.
• The company has a policy against hedging of company stock ownership by directors and employees.

Negatives

• The company is considered a controlled company under Nasdaq rules due to Jason Wilk controlling a majority of the voting power, which exempts it from certain corporate governance requirements.
• The company has had changes in its independent registered public accounting firm in recent years, including a change in June 2022 from Moss Adams LLP to Deloitte & Touche LLP and a change in January 2022 from WithumSmith+Brown, PC to Moss Adams LLP.
• Moss Adams communicated material weaknesses in internal control over financial reporting during the audit of the company's December 31, 2021 and 2020 financial statements.

Risks

• Reliance on controlled company exemptions may reduce protections for stockholders.
• Failure to maintain effective internal controls could adversely affect financial reporting.
• The company's success depends on its ability to attract and retain qualified directors and executive officers.
• The company faces risks related to economic, operational, financial, competitive, legal, regulatory, cybersecurity, privacy, compliance, and reputational matters.

Future Outlook

The document outlines the procedures and deadlines for stockholders to submit proposals for the 2025 Annual Meeting, indicating a focus on future corporate governance.

Management Comments

• Jason Wilk, Chief Executive Officer, President and Chairperson of the Board, cordially invited stockholders to attend the 2024 Annual Meeting.
• The board of directors believes that Mr. Wilks combined role enables strong leadership, creates clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to stockholders.

Industry Context

The document reflects standard corporate governance practices for publicly traded companies, including the solicitation of proxies, election of directors, and ratification of independent auditors.

Comparison to Industry Standards

• The structure of the board of directors, with an audit committee, compensation committee, and nominating and corporate governance committee, is typical for publicly traded companies.
• The director compensation arrangements, including cash retainers and equity awards, are consistent with industry practices.
• The related party transaction policy is designed to ensure transparency and fairness in dealings with related parties, aligning with best practices in corporate governance.

Related Party Transactions

• Jason Wilk, a director and Chief Executive Officer of Dave, and Paras Chitrakar, a holder of greater than 5% of our Class A common stock, are both partners of PCJW Properties, which leases commercial office space to Dave.
• The law firm of Mitchell Sandler LLC, of which director Andrea Mitchell is a partner, has provided legal services to Dave.

Stakeholder Impact

• The Annual Meeting provides an opportunity for stockholders to participate in the governance of the company.
• The election of directors and ratification of the independent auditor are important decisions that affect the company's performance and reputation.
• The company's corporate governance practices and related party transaction policy are designed to protect the interests of all stakeholders.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will announce preliminary voting results at the Annual Meeting and disclose final results in a Form 8-K filing.
• The company will continue to engage with stockholders and address any questions or concerns.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Director Election, Deloitte & Touche LLP, Corporate Governance, Executive Compensation, Related Party Transactions, Dave Inc.