DEF 14A: Matterport Sets Date for Virtual 2024 Annual Stockholders Meeting Amidst Proposed CoStar Merger

Matterport's 2024 Annual Meeting of Stockholders will be held virtually on June 10, 2024, to vote on director elections, auditor ratification, executive compensation, and a corporate opportunity waiver amendment, amidst a pending merger with CoStar Group.

Summary

• Matterport will hold its 2024 Annual Meeting of Stockholders virtually on June 10, 2024.
• Stockholders will vote on the election of director Mike (Gus) Gustafson, ratification of PricewaterhouseCoopers LLP as the independent auditor, an advisory vote on executive compensation, and an amendment to the certificate of incorporation regarding the waiver of corporate opportunities.
• The record date for determining stockholders eligible to vote is April 15, 2024.
• The Board recommends voting in favor of all proposals.
• A special meeting will be held separately to vote on the proposed merger with CoStar Group, Inc.
• The annual meeting may be canceled or postponed if the merger with CoStar is completed or regulatory approval is received before the meeting.

Sentiment

Score: 6

Explanation: The document is neutral. While there are positive aspects like revenue growth, there are also negative aspects like net losses and a lawsuit. The pending merger with CoStar adds uncertainty.

Positives

• The company's annual revenue for 2023 was $157.7 million, a 16% increase from 2022.
• Annualized Recurring Revenue (ARR) exiting the fourth quarter of fiscal 2023 was $94.7 million.
• Stockholders approved the say-on-pay vote with a 96% approval rate at the 2023 annual meeting.
• Four of the five directors are independent, ensuring independent oversight.
• The company has developed an ESG strategy focused on six key topics and produced its second annual ESG report.

Negatives

• The company experienced a net loss of $199,077,000 in 2023.
• A putative class action was filed against the Company and its directors in the Court of Chancery of the State of Delaware, captioned Arsenault v. Matterport, Inc., C.A. No. 2023-0930-PAF (Del. Ch.).
• The company has agreed to pay $90,000 (the Mootness Fee) to plaintiffs counsel to resolve the anticipated application by Plaintiffs counsel for an award of attorneys fees and reimbursement of expenses.

Risks

• The company faces risks related to logistical challenges and geopolitical events.
• The company's success depends on its ability to manage risks associated with Board organization, membership, and structure.
• The company must navigate ESG risks, challenges, and opportunities to ensure a positive impact on the planet, people, and bottom line.
• The company must comply with compensation recovery rules issued by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Future Outlook

The company will hold a separate special meeting of stockholders to vote on the proposed mergers with CoStar Group, Inc. The company may also choose to cancel or postpone the annual meeting if regulatory approval is received prior to the annual meeting.

Management Comments

• R.J. Pittman, Chairman of the Board and Chief Executive Officer, expressed appreciation for stockholders' continued support and interest in Matterport.
• The Board believes that holding the Annual Meeting of Stockholders in a virtual format provides the opportunity for participation by a broader group of stockholders, while reducing the costs associated with planning, holding and arranging logistics for in-person meeting proceedings and providing for the health and safety of the participants.

Industry Context

The company operates in the technology sector, specifically in the digitization and datafication of the built world. The company's performance is compared to a peer group of 22 similarly situated public companies for executive compensation purposes.

Comparison to Industry Standards

• The company's executive compensation program is designed to be competitive with those of similarly situated public companies in the technology sector.
• The company benchmarks its executive compensation against a peer group of 22 companies, including Alarm.com, AppFolio, and Five9.
• The company's ESG initiatives are aligned with industry trends and best practices, including Nasdaq ESG Advisory assessment and reporting.

Corporate Governance

Legal Proceedings

• Two stockholders of the Company filed a putative class action against the Company and its directors in the Court of Chancery of the State of Delaware, captioned Arsenault v. Matterport, Inc., C.A. No. 2023-0930-PAF (Del. Ch.).
• The plaintiffs in the Arsenault Action filed a notice of voluntary dismissal of the Arsenault Action as moot, which the Court approved by order dated February 23, 2024.

Stakeholder Impact

• The outcome of the votes at the Annual Meeting will impact shareholders' rights and the company's governance structure.
• The proposed merger with CoStar Group, Inc. will have a significant impact on shareholders, employees, and other stakeholders.
• The company's ESG initiatives aim to positively impact employees, communities, and the environment.

Next Steps

• Stockholders are encouraged to vote their shares over the Internet or by telephone, or, if they received a copy of the proxy card by mail, they may sign, date and mail the proxy card in the enclosed envelope.
• The Company will hold a separate special meeting of stockholders to vote on the proposed mergers.
• The Nominating Committee intends to give additional consideration to the adoption of a formal process for stockholder communications with the Board and, if adopted, publish it promptly and post it to the Company's website.

Key Dates

Keywords

Matterport, Annual Meeting, Stockholders, Proxy Statement, Board of Directors, Executive Compensation, Corporate Governance, Merger, CoStar, Director Election, Auditor Ratification, ESG, Risk Management