DEF: Holley Inc. Announces 2025 Annual Meeting of Stockholders

Holley Inc. will hold its 2025 annual meeting of stockholders virtually on May 1, 2025, to vote on the election of directors and ratification of the independent accounting firm.

Summary

• Holley Inc. is holding its 2025 annual meeting of stockholders on May 1, 2025, at 8:00 a.m. Central Time, in a virtual-only format.
• Stockholders of record as of March 10, 2025, are eligible to vote on the election of three Class I directors and the ratification of Grant Thornton LLP as the company's independent registered public accounting firm for 2025.
• The proxy statement is first being made available to stockholders on March 20, 2025.
• The Board of Directors recommends voting FOR the election of each director nominee and FOR the ratification of the appointment of Grant Thornton LLP.
• The company's Board consists of eight directors, six of whom are independent.
• Matthew Rubel will transition from Executive Chairman to non-Executive Chairman of the Board effective May 1, 2025.
• In 2024, non-employee directors received an annual cash retainer of $70,000, while the Executive Chairman received $243,000.
• Directors also receive equity awards under the company's 2021 Omnibus Incentive Plan.
• The company has adopted a Code of Business Conduct and Ethics and an Insider Trading Policy.
• The Audit Committee has reviewed the company's audited financial statements and recommended their inclusion in the Annual Report on Form 10-K.
• The company's executive compensation program is designed to align compensation with business objectives and stockholder value.
• The company has adopted an Incentive Compensation Recovery Policy (Clawback Policy).
• The company has a written policy regarding the review and approval of related person transactions by the Audit Committee.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting information in a neutral and informative tone. The company highlights its commitment to corporate governance and executive compensation practices, which suggests a positive outlook.

Positives

• The company has a robust director search process that includes women and minorities in the pool of candidates.
• The Board has 100% independent committees.
• The company has active Board oversight of strategy and risk management.
• The company prohibits hedging/pledging of company stock.
• The company has adopted a Code of Business Conduct and Ethics and an Insider Trading Policy.
• The company has adopted an Incentive Compensation Recovery Policy (Clawback Policy).

Risks

• The document mentions forward-looking statements that are subject to risks and uncertainties described in the 2024 Annual Report on Form 10-K.
• The document mentions that actual results could differ materially for a variety of reasons.

Future Outlook

The company aims to provide a platform where automotive enthusiasts can purchase aftermarket auto parts for both old model restorations and new vehicle enhancements.

Management Comments

• Matthew Stevenson, President and Chief Executive Officer: 'We appreciate your continued interest in and support of Holley and look forward to your participation in the Annual Meeting.'

Industry Context

Holley operates in the performance automotive aftermarket parts industry and aims to expand into new products and markets, such as exterior accessories and mobile electronics.

Management Changes

Corporate Governance

Related Party Transactions

• The Holley Stockholder previously made grants of Incentive Units from time to time pursuant to the Holley Stockholder LLCA and the Equity Grant Agreements to certain of its employees and other service providers, including on July 13, 2021, to Mr. Tomlinson, which were fully vested as of December 31, 2023.
• On August 10, 2021, the Company entered into (i) a Non-Disclosure Agreement with Sentinel Capital Partners, and Owen Basham and James Coady, each of whom were nominated to serve as a director of the Company by certain affiliates of Sentinel Capital Partners pursuant to the Stockholders Agreement and (ii) a Non-Disclosure Agreement with MidOcean US Advisor, LP, Matthew Rubel, who was nominated to serve as a director of the Company by certain affiliates of MidOcean US Advisor, LP pursuant to the Stockholders Agreement, and prior to his appointment as director, Graham Clempson, in his capacity as observer of the board of directors of the Company.

Stakeholder Impact

• Shareholders are asked to vote on key proposals, influencing the company's direction.
• Employees are affected by executive compensation and benefit plans.
• The company's performance impacts stakeholders including customers and suppliers.

Next Steps

• Stockholders should review the proxy materials and vote their shares before the Annual Meeting.
• Stockholders can attend the virtual Annual Meeting online to participate and vote.

Key Dates

Keywords

annual meeting, proxy statement, directors, corporate governance, executive compensation, Grant Thornton, stockholders, Holley Inc.