DEF: Serve Robotics Seeks Stockholder Approval for Equity Incentive Plan Amendment at 2025 Annual Meeting

Serve Robotics is asking stockholders to approve an amendment to its 2023 Equity Incentive Plan to increase the number of shares authorized for issuance by 2,280,000 at the upcoming annual meeting on June 12, 2025.

Summary

• Serve Robotics Inc. will hold its 2025 annual meeting of stockholders on June 12, 2025, as a virtual meeting.
• Stockholders will vote on the election of two Class II directors, the ratification of PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm, and an amendment to increase the shares authorized for issuance under the 2023 Equity Incentive Plan.
• The board recommends voting FOR the election of Lily Sarafan and Olivier Vincent as Class II directors.
• The board recommends voting FOR the ratification of PwC as the independent auditor.
• The board recommends voting FOR the amendment to increase the shares authorized for issuance under the 2023 Equity Incentive Plan by 2,280,000 shares.
• As of April 14, 2025, there were 57,006,809 shares of common stock outstanding.
• To be included in the 2026 proxy statement, stockholder proposals must be received no later than December 26, 2025.
• The board is composed of six members, with four independent directors.
• The company's common stock is listed on Nasdaq.
• The audit committee consists of David Goldberg, Olivier Vincent, and Lily Sarafan, with Mr. Goldberg as chair.
• The compensation committee consists of Lily Sarafan and Olivier Vincent, with Mr. Vincent as chair.
• The nominating and governance committee consists of David Goldberg, who also serves as chair.
• The company has adopted an Insider Trading Policy and a Rule 10b5-1 Trading Plan Policy.
• The company's policy is to not grant stock options or similar awards in anticipation of the release of material nonpublic information.
• dbbmckennon served as the company's independent registered public accounting firm from July 2023 through March 2025, after which PwC was appointed.
• The company is seeking approval to increase the shares issuable under the 2023 Plan by 2,280,000 shares.
• As of April 14, 2025, 529,917 shares remained available for future grants under the 2023 Plan.
• If approved, the total number of shares authorized for issuance under the 2023 Plan would be increased to 2,809,917 shares.
• The 2023 Plan permits the grant of incentive stock options, nonstatutory stock options, stock appreciation rights (SARs), restricted stock, restricted stock units (RSUs) and stock bonus awards.
• A total of 1,594,800 shares of the company's common stock were originally reserved for issuance under the 2023 Plan.
• The company may recycle shares used to pay an award's exercise price or withholding obligation.
• The 2023 Plan will continue in effect for a term of 10 years measured from the date the 2023 Plan was approved by the Board.

Sentiment

Score: 7

Explanation: The document is neutral in tone, primarily focused on procedural matters related to the annual meeting and required disclosures. The positive sentiment stems from the company's efforts to maintain competitive compensation practices and strong corporate governance.

Positives

• The company is proactively seeking to increase its share reserve to attract, motivate, and retain key executives and employees.
• The company has established corporate governance guidelines and a code of business conduct and ethics.
• The company has adopted an Insider Trading Policy and a Rule 10b5-1 Trading Plan Policy to promote ethical business conduct and compliance with applicable laws.
• The company has a compensation recovery policy in place.

Negatives

• Several directors and executive officers had late filings of Section 16(a) reports during the fiscal year ended December 31, 2024.
• The company dismissed dbbmckennon as its independent registered public accounting firm in March 2025 and appointed PwC.

Risks

• If the proposed share increase for the 2023 Equity Incentive Plan is not approved, the company may face challenges in attracting and retaining key personnel.
• The classification of the board may have the effect of delaying or preventing changes in control of the company.
• The company is subject to risks associated with related party transactions.
• The company is subject to risks associated with compliance with Section 409A of the Code.

Future Outlook

The company aims to continue offering competitive equity packages to retain current employees and hire new employees, believing it is vital for its employee compensation program.

Management Comments

• The Board believes that our stockholders are best served at this time by having a Chairperson who is an integral part of our Board structure and a critical aspect of effective corporate governance.
• Dr. Kashani brings considerable skills and experience to the role.
• The active involvement of our independent directors, combined with the qualifications and significant responsibilities of our Chairman and other directors, provides balance on our Board and promotes strong, independent oversight of our management and affairs.

Industry Context

The document does not explicitly provide a detailed industry context beyond the general need to remain competitive in attracting and retaining talent through equity compensation.

Related Party Transactions

• On December 27, 2023, Serve issued a Secured Subordinated Promissory Note to Ali Kashani, a holder of greater than 5% of the capital stock of Serve who serves as Chief Executive Officer and is a member of the Board, in exchange for a loan with the aggregate principal amount of $70,000.
• On June 28, 2023, Serve issued a Secured Subordinated Promissory Note to Dr. Kashani, in exchange for a loan with the aggregate principal amount of $449,000.
• On September 18, 2023, Serve entered into a consulting agreement with Mr. Goldberg, a nominee for election as a Class I director at the Annual Meeting.
• On January 2, 2024, we issued a convertible promissory note to Postmates.
• On January 2, 2024, we issued a convertible promissory note to NVIDIA.

Stakeholder Impact

• Approval of the equity incentive plan amendment could positively impact employees by providing them with competitive equity compensation.
• The election of directors and ratification of the auditor are standard corporate governance matters that affect shareholders.
• The company's performance and strategic decisions impact its customers, suppliers, and creditors.

Next Steps

• Stockholders to vote on proposals at the Annual Meeting on June 12, 2025.
• The company will file a Form 8-K with the SEC to disclose the voting results within four business days after the Annual Meeting.

Key Dates

Keywords

proxy statement, annual meeting, equity incentive plan, director election, auditor ratification, stock options, restricted stock units, corporate governance, executive compensation, Serve Robotics