DEF 14A: Leafly Holdings Sets Date for 2024 Annual Stockholder Meeting

Leafly Holdings will hold its 2024 Annual Meeting of Stockholders virtually on July 25, 2024, to elect directors and ratify the appointment of its independent auditor.

Summary

• Leafly Holdings, Inc. will hold its 2024 Annual Meeting of Stockholders virtually on July 25, 2024, at 9:00 a.m. Pacific Time.
• Stockholders of record as of May 29, 2024, are entitled to vote on the election of two Class III directors, the ratification of Marcum LLP as the company's independent auditor, and other business.
• The Board recommends voting for the director nominees and the ratification of the auditor appointment.
• The company is soliciting proxies and has hired Morrow Sodali LLC to assist in the process for a fee of $8,500 plus expenses.
• The proxy materials are available online, reducing printing and distribution costs.
• The Board is composed of five members classified into three classes.
• Jeffrey Monat and Andres Nannetti were appointed to the Board on March 25, 2024.
• Each of our directors other than Yoko Miyashita and Peter Lee qualifies as an independent director.

Sentiment

Score: 7

Explanation: The document is neutral in tone, primarily providing factual information about the upcoming annual meeting and corporate governance matters. The recommendations to vote in favor of the proposals suggest a positive outlook from the board's perspective.

Positives

• The company is providing access to proxy materials online to reduce costs and improve accessibility.
• The Board is recommending in favor of all proposals.
• The company has a related person transaction policy to ensure fair dealings.
• The company has adopted corporate governance guidelines and a code of ethics.
• The company has an insider trading policy that prohibits hedging and pledging transactions.

Risks

• The document contains forward-looking statements that are subject to risks and uncertainties.
• The company's future performance may differ materially from expectations.
• The company may face challenges in achieving its financial and strategic objectives.

Future Outlook

The company provides forward-looking statements regarding future financial performance, strategy, and operations, but cautions that actual results may differ materially.

Management Comments

• On behalf of the Company’s Board of Directors, we would like to express our appreciation for your continued support of and interest in Leafly.
• Stockholders will have an equal opportunity to participate in the Annual Meeting online regardless of their geographic location.

Industry Context

The document does not provide specific details on how this announcement relates to broader industry trends or competitors.

Related Party Transactions

• In June 2021, Brendan Kennedy, an investor who at the time held more than 5% of Leafly’s Common Stock, purchased a convertible promissory note totaling $1,000,000, which bore interest at 8% annually.
• The note was issued as part of the existing series of convertible promissory notes issued in June 2021 and August 2021 (the 2021 Notes) (see Note 9 of Leafly’s audited consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023) and was subject to the same interest rate, maturity, and conversion terms.
• This note converted to shares of Leafly Common Stock in accordance with its terms upon closing of the Business Combination in February 2022, along with the other 2021 Notes, which was then exchanged for merger consideration in the Business Combination.

Stakeholder Impact

• Stockholders are encouraged to participate in the Annual Meeting and vote on the proposals.
• The election of directors and ratification of the auditor will impact the company's governance and financial oversight.

Next Steps

• Stockholders are encouraged to vote by Internet, phone, or mail.
• The company will announce preliminary voting results at the Annual Meeting and final results in a Form 8-K filing.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Directors, Auditor, Corporate Governance, Leafly, Stockholders, Voting