DEF: QuickLogic Corporation Announces Annual Meeting of Stockholders to be Held on May 8, 2025

QuickLogic Corporation will hold its annual meeting of stockholders on May 8, 2025, to elect directors, approve amendments to stock plans, and ratify the appointment of its independent accounting firm.

Summary

• QuickLogic Corporation will hold its Annual Meeting of Stockholders on May 8, 2025, at its San Jose, CA offices.
• Stockholders of record as of March 10, 2025, are entitled to vote.
• The meeting will address the election of two Class II directors (Gary H. Tauss and Joyce Kim), amendments to the 2009 Employee Stock Purchase Plan (ESPP) and the 2019 Stock Plan, and ratification of Frank, Rimerman + Co. LLP as the independent accounting firm for the fiscal year ending December 28, 2025.
• The board recommends voting FOR the election of directors, FOR the amendments to the stock plans, and FOR the ratification of the accounting firm appointment.
• The company is soliciting proxies through Alliance Advisors, LLC, with fees not expected to exceed $20,000.
• As of March 10, 2025, there were 15,542,072 shares of common stock outstanding and entitled to vote.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting information in a neutral and factual manner. The recommendations are positive, and the company is taking steps to manage risk and ensure good governance.

Positives

• The Board of Directors is recommending stockholders vote in favor of all proposals.
• The company is using a cost-saving procedure by furnishing proxy materials over the Internet, conserving natural resources and reducing costs.
• The company has a clawback policy in place for executive compensation.

Negatives

• Moss Adams LLP was dismissed as the company's independent registered public accounting firm effective June 4, 2024.

Risks

• Failure to approve the amendments to the stock plans could limit the company's ability to attract and retain talented employees.
• The company acknowledges potential limitations on deductibility of compensation under Section 162(m) of the Internal Revenue Code.

Future Outlook

The company aims to build a solid revenue base and strategic relationships with key customers and leading silicon suppliers.

Industry Context

The document highlights the competitive nature of the technology industry and the importance of offering competitive compensation packages to attract and retain talent.

Comparison to Industry Standards

• The document mentions that the company's average annual burn rate of 3.5% over a three-year period is considered reasonable by most institutional stockholders.
• The document compares the company's overhang to that of its peer groups and states that the proposed increase of 1,100,000 shares to the 2019 Plan share reserve is appropriate at this time.

Related Party Transactions

• The Company has entered into Change of Control Agreements with its NEOs and other executive officers.
• The Company has entered into agreements to indemnify its current and former directors and executive officers, in addition to the indemnification provided for in the Company's certificate of incorporation and bylaws.

Stakeholder Impact

• Approval of the stock plan amendments is intended to benefit employees by providing competitive compensation.
• The election of directors and ratification of the accounting firm are standard governance procedures that impact shareholders.
• The company's compensation policies are designed to maximize stockholder value over time.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Stockholders on May 8, 2025.

Key Dates

Keywords

proxy statement, annual meeting, directors, stock plan, ESPP, accounting firm, compensation, QuickLogic