DEF 14A: Energy Vault Holdings, Inc. Announces Annual Meeting of Stockholders

Energy Vault Holdings, Inc. will hold its annual meeting of stockholders virtually on May 24, 2024, to vote on the election of two directors and the ratification of the appointment of BDO USA, P.C. as the independent registered public accounting firm.

Summary

• Energy Vault Holdings, Inc. is holding its annual meeting of stockholders on May 24, 2024, at 12:00 pm Eastern Time, as a virtual meeting.
• Stockholders of record as of March 25, 2024, are eligible to vote.
• The meeting will address the election of two directors and the ratification of the appointment of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The Board of Directors recommends voting FOR each director nominee and FOR the ratification of the accounting firm appointment.
• The company intends to mail a Notice of Internet Availability of Proxy Materials on or about April 9, 2024.
• As of the record date, there were 147,868,135 shares of common stock outstanding.
• The company may retain the services of a proxy solicitation firm, estimating fees of up to $20,000 plus expenses.
• Robert Piconi and Bill Gross are nominated as Class III directors with terms expiring at the 2027 annual meeting.
• The audit committee has selected BDO USA, P.C. to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
• Audit fees billed by BDO for 2023 were $684,978 and for 2022 were $859,959.

Sentiment

Score: 7

Explanation: The document is primarily informational, outlining the details of the upcoming annual meeting and corporate governance matters. The tone is professional and forward-looking, suggesting a stable outlook.

Positives

• The company is providing multiple methods for stockholders to vote, including online, phone, and mail.
• The Board of Directors is actively engaged in corporate governance and risk oversight.
• The company has a code of ethics and business conduct in place.
• The company is committed to sustainability and plans to publish annual sustainability reports.
• The audit committee has pre-approval policies for audit and non-audit services.

Negatives

• The company may incur additional expenses of up to $20,000 plus out-of-pocket expenses if it retains a proxy solicitation firm.
• Jan Kees van Gaalen will resign as Chief Financial Officer effective April 15, 2024.

Risks

• The proxy statement mentions risks related to credit, liquidity, and operational aspects, indicating potential business challenges.
• The company's success depends on the skills and experience of its directors and executive officers.
• Failure to comply with Section 16(a) of the Exchange Act could result in penalties.

Future Outlook

The company plans to continue enhancing its corporate governance practices and building long-term value for stockholders.

Management Comments

• Robert Allen Piconi, Chairman, Co-Founder and Chief Executive Officer, encourages stockholders to vote promptly.
• Management will speak on developments of the past year and respond to questions of general interest to stockholders at the Annual Meeting.

Industry Context

The document does not provide specific details on how Energy Vault's announcements relate to broader industry trends or competitors.

Management Changes

Related Party Transactions

• Energy Vault SA has a consulting agreement with Mauro Pedretti, father of Andrea Pedretti, for engineering services at an annual salary of CHF 203,850.
• The company had a consulting services agreement with EVFY, Inc., an affiliate of Marco Terruzzin, which was terminated effective February 28, 2023.
• Wantley Manor Consultancy Ltd., a former affiliate of Laurence Alexander, has provided marketing services to the company.
• The company entered into a patent license option agreement with Continuum Renewables, Inc., an affiliate of Bill Gross, for $0.5 million.

Stakeholder Impact

• Shareholders are asked to vote on key decisions regarding the company's direction and oversight.
• Employees are subject to a code of ethics and business conduct.
• The company is committed to sustainable business practices, which impacts suppliers and customers.

Next Steps

• Stockholders should vote on the proposals outlined in the proxy statement.
• The company will hold its annual meeting on May 24, 2024.
• The company will continue to engage with stockholders throughout the year.

Key Dates

Keywords

proxy statement, annual meeting, directors, audit firm, corporate governance, executive compensation, stockholders, Energy Vault