ULY.Urgently INC
DEF: Urgent.ly Sets 2025 Annual Meeting, Board Changes
Sentiment:
Proxy Statement
Urgent.ly Inc. announces its 2025 annual meeting of stockholders to be held virtually on December 29, 2025, to elect directors and ratify its independent accounting firm, alongside notable board and executive changes.
Capital raiseThe company is party to a Purchase Agreement dated February 26, 2025, with investors, including Highbridge affiliates, for the issuance of 69,442 Initial Eighth Amendment Premium Shares of common stock.An additional 68,748 Subsequent Eighth Amendment Premium Shares of common stock are to be issued to Highbridge affiliates if obligations under the Second Lien Loan and Security Agreement are not met by July 1, 2025.If an investor's beneficial ownership exceeds 9.9% (or 4.9% at election) after the issuance of Subsequent Eighth Amendment Premium Shares, they will acquire pre-funded warrants with an exercise price of $0.001 and a ten-year term.In April and May 2023, the company issued an aggregate of $4,695,843 of convertible promissory notes (2023 Notes) to certain purchasers, including BMW iVentures, Emerald Industrial Innovation Fund L.P., Iron Gate Urgently, LLC, and American Tire Distributors Holdings, Inc. These notes converted into 29,451 shares of common stock prior to the direct listing on October 19, 2023.
Summary
- The 2025 annual meeting of stockholders for Urgent.ly Inc. will be held virtually on December 29, 2025, at 11:00 a.m. Eastern Time.
- Stockholders will vote on the election of two Class II directors, Suzie Doran and James Micali, to serve until the 2028 annual meeting.
- The appointment of CohnReznick LLP as the independent registered public accounting firm for fiscal year ending December 31, 2025, will be ratified.
- The board of directors will be reduced from seven to six members, following the resignation of Benjamin Volkow (effective September 30, 2025) and Andrew Geisse not standing for re-election.
- Timothy Huffmyer resigned as Chief Financial Officer effective June 6, 2025, and will provide transitional services until January 31, 2026, at $250.00 per hour for up to four hours per week.
- Executive officers did not receive non-equity incentive compensation under the 2024 bonus program.
- Audit fees paid to CohnReznick decreased from $1,468,853 in 2023 to $592,387 in 2024, with $485,645 of the 2023 fees related to the Otonomo acquisition and direct listing.
- As of November 6, 2025, there were 2,180,417 shares of common stock outstanding.
- The company has related party commercial transactions, including $28.5 million in revenue from BMW Agreements and $40.3 million from Enterprise Agreements in 2023.
Sentiment
Score: 5
Explanation: The filing is a routine proxy statement, primarily procedural in nature, detailing annual meeting proposals, board composition, and governance. It contains no significant positive or negative financial performance news, resulting in a neutral sentiment.
Positives
- The company maintains a strong corporate governance framework with a majority of independent directors and established committees (Audit, Compensation, Nominating and Corporate Governance).
- The board leadership structure separates the roles of Chairman (James Micali) and Chief Executive Officer (Matthew Booth), reinforcing independent oversight.
- The Director Compensation Policy was developed and amended with input from Pearl Meyer, indicating a structured approach to attracting and retaining qualified outside directors.
- The company has clear policies in place for insider trading, hedging, stock trading, and pledging, promoting compliance and good governance.
Negatives
- Timothy Huffmyer, the former Chief Financial Officer, resigned effective June 6, 2025, which could signal a leadership transition period.
- Executive officers did not receive any non-equity incentive compensation under the 2024 bonus program, indicating performance against company metrics did not meet bonus thresholds.
- Benjamin Volkow resigned from the board of directors effective September 30, 2025, and Andrew Geisse is not standing for re-election, leading to a reduction in board size and a change in composition.
Risks
- The company faces inherent business risks including strategic, financial, business and operational, legal and compliance, and reputational risks.
- Cybersecurity threats are explicitly identified as a risk area overseen by the board of directors.
Future Outlook
The company intends to maintain the separation of the Chairman of the board and Chief Executive Officer roles. Stockholders are provided with deadlines for submitting proposals or director nominations for the 2026 annual meeting, indicating ongoing corporate governance activities.
Management Comments
- "We are pleased to invite you to attend the 2025 annual meeting of stockholders of Urgent.ly Inc."
- "Your vote is important. Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the annual meeting. Therefore, we urge you to vote and submit your proxy promptly via the Internet, telephone or mail."
- "On behalf of our board of directors, we would like to express our appreciation for your continued support of and interest in Urgent.ly."
Industry Context
Urgent.ly operates in the roadside assistance services sector, leveraging technology and software solutions. The board's composition, with directors having extensive experience in the automotive industry, venture capital, and technology, reflects the company's strategic focus on innovation and growth within this space. Relationships with major players like BMW and Enterprise highlight its position within the broader automotive and mobility services ecosystem.
Comparison to Industry Standards
- NA This filing is a proxy statement focused on corporate governance and annual meeting proposals, not financial performance or operational results that would allow for direct comparison to industry standards or specific comparable companies/projects.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Benjamin Volkow | NA | September 30, 2025 | Resignation |
| Class II Director | Andrew Geisse | NA | December 29, 2025 (upon convening of annual meeting) | Not standing for re-election; term ends |
| Chief Financial Officer | Timothy Huffmyer | NA | June 6, 2025 | Voluntary resignation |
| Director | NA | Alexandre Zyngier | January 23, 2025 | Appointment |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition | The size of the board of directors will be automatically reduced from seven to six directors effective immediately upon the convening of the 2025 annual meeting. | December 29, 2025 | Streamlines board operations and potentially enhances decision-making efficiency, but reduces overall board oversight capacity by one member. |
| Director Compensation Policy | The outside director compensation policy was amended to set the number of shares subject to Initial Awards and Annual Awards as a fixed number of shares (1,666 for Initial, 833 for Annual) following the A&R Effective Date. | January 23, 2025 | Provides greater clarity and predictability for director equity compensation, potentially simplifying administration and aligning with market practices for attracting and retaining directors. |
| Policy Adoption | Formal, written policy regarding related party transactions adopted, requiring audit committee review and approval for transactions exceeding $120,000 or 1% of average total assets. | NA (policy in effect) | Enhances transparency and oversight of potential conflicts of interest, strengthening corporate governance and protecting shareholder interests. |
| Policy Adoption | Insider Trading Policy, Hedging and Stock Trading Policies, and Pledging Policy are in place, prohibiting short sales, publicly-traded options, other derivatives, and pledging company securities. | NA (policies in effect) | Mitigates risks associated with insider trading and speculative activities by directors, officers, and employees, promoting market integrity and investor confidence. |
Related Party Transactions
- Purchase Agreement (February 26, 2025) with Highbridge affiliates for 69,442 Initial Eighth Amendment Premium Shares of common stock, with potential for an additional 68,748 Subsequent Eighth Amendment Premium Shares and pre-funded warrants if certain conditions related to the Second Lien Loan and Security Agreement are not met by July 1, 2025.
- Registration Rights Agreement (February 26, 2025) with Highbridge affiliates and other investors, granting rights for the company to file a registration statement for resale of shares and piggyback registration rights.
- BMW Agreements: Non-exclusive service agreements with entities affiliated with BMW i Ventures SCS, SICAV-RAIF, generating $28.5 million in revenue during 2023. BMW iVentures held more than 5% of outstanding capital stock in 2023.
- Enterprise Agreements: Non-exclusive service agreements with entities affiliated with Enterprise Holdings Ventures, LLC (EHV), generating $40.3 million in revenue during 2023. EHV held more than 5% of outstanding capital stock in 2023.
- 2023 Notes Financing: Issuance of $4,695,843 in convertible promissory notes in April and May 2023 to purchasers including BMW iVentures, Emerald Industrial Innovation Fund L.P., Iron Gate Urgently, LLC, and American Tire Distributors Holdings, Inc. These notes converted into 29,451 shares of common stock prior to the direct listing.
Stakeholder Impact
- Shareholders: Will vote on key governance matters (director elections, auditor ratification) and are impacted by board composition changes and potential future equity issuances (warrants, premium shares).
- Employees: Executive compensation decisions, 401(k) plan, and the departure of the CFO may affect morale and operational stability.
- Customers (BMW, Enterprise): Continued commercial agreements indicate ongoing service provision and relationships.
- Creditors (e.g., under Second Lien Loan and Security Agreement): The potential issuance of Subsequent Eighth Amendment Premium Shares to Highbridge is tied to meeting obligations, indicating a focus on financial health and compliance.
Next Steps
- Stockholders to vote on the election of two Class II directors (Suzie Doran and James Micali) at the annual meeting.
- Stockholders to vote on the ratification of CohnReznick LLP as the independent registered public accounting firm for fiscal year ending December 31, 2025.
- The 2025 annual meeting of stockholders will be held virtually on December 29, 2025.
- The board of directors will be automatically reduced to six directors upon the convening of the annual meeting.
- Timothy Huffmyer will provide transitional advisory services until January 31, 2026, or earlier termination of the agreement.
- Stockholders wishing to include a proposal in the 2026 annual meeting proxy statement must submit it by July 20, 2026.
- Stockholders wishing to present a proposal or nominate a director at the 2026 annual meeting (outside the proxy statement) must provide written notice between August 31, 2026, and September 30, 2026 (subject to meeting date adjustments).
Key Dates
| Date | Description |
|---|---|
| 2013 | Batuta Capital Advisors LLC founded by Alexandre Zyngier. |
| March 2013 | Ryan Pollock became Managing Partner at Iron Gate Capital, LLC. |
| July 2013 | Matthew Booth served as CEO and advisor at Connectivity. |
| March 2015 | Matthew Booth served as advisor at BIA Kelsey until this date. |
| 2015 | CohnReznick LLP began serving as independent registered public accounting firm. |
| 2015 | Andrew Geisse became Operating Partner of Bessemer Venture Partners. |
| October 2017 | James Micali joined the board of directors. |
| July 2018 | Matthew Booth served as CEO and advisor at Connectivity until this date. |
| August 2018 | Matthew Booth joined Urgent.ly as Strategic Advisor. |
| January 2019 | Matthew Booth became Chief Strategy Officer at Urgent.ly. |
| April 2019 | Matthew Booth served as Chief Strategy Officer at Urgent.ly until this date. |
| November 2019 | Ryan Pollock joined the board of directors. |
| January 2020 | Gina Domanig joined the board of directors. |
| August 2022 | Matthew Booth became Chief Executive Officer and Director. |
| April 2023 | Company issued convertible promissory notes (2023 Notes). |
| May 2023 | Company issued convertible promissory notes (2023 Notes). |
| September 2023 | Suzie Doran joined the board of directors. |
| October 2023 | Andrew Geisse joined the board of directors. |
| October 18, 2023 | Amended investors rights agreement dated. |
| October 19, 2023 | Effective date of the outside director compensation policy and direct listing of company securities. |
| January 1, 2024 | First day of fiscal year for automatic increase in shares available under 2023 Plan and ESPP. |
| October 19, 2024 | First annual installment vesting date for Effective Date Award RSUs. |
| November 2024 | Named executive officers received RSU awards. |
| December 31, 2024 | Fiscal year end for which financial statements are included in the annual report. |
| January 2025 | Ryan Pollock became Founder and Managing Partner of Unifi Ventures, LLC. |
| January 23, 2025 | Alexandre Zyngier appointed to the board of directors; Director Compensation Policy amended (A&R Effective Date). |
| January 27, 2025 | Amended and restated executive employment agreements with Matthew Booth and Timothy Huffmyer dated. |
| February 20, 2025 | First annual installment vesting date for certain executive RSUs. |
| February 26, 2025 | Purchase Agreement and Registration Rights Agreement with Highbridge and other investors dated. |
| March 14, 2025 | Annual report on Form 10-K for fiscal year ended December 31, 2024, filed with the SEC. |
| April 17, 2025 | Annual report on Form 10-K/A filed with the SEC. |
| June 6, 2025 | Timothy Huffmyer's voluntary resignation as CFO became effective; advisor agreement with Mr. Huffmyer dated. |
| June 26, 2025 | Annual Awards RSUs vested. |
| July 1, 2025 | Deadline for meeting obligations under Second Lien Loan and Security Agreement to avoid issuing Subsequent Eighth Amendment Premium Shares to Highbridge. |
| September 6, 2025 | Timothy Huffmyer's options forfeited three months after resignation. |
| September 30, 2025 | Benjamin Volkow's resignation from the board of directors became effective. |
| October 19, 2025 | Second annual installment vesting date for Effective Date Award RSUs and first annual installment vesting date for certain executive RSUs. |
| November 6, 2025 | Record date for stockholders entitled to vote at the annual meeting; age of directors and director nominees as of this date. |
| November 7, 2025 | First annual installment vesting date for certain executive RSUs. |
| November 14, 2025 | Advisor agreement with Timothy Huffmyer extended. |
| November 17, 2025 | Date of the Dear Fellow Stockholders letter and Notice of Annual Meeting of Stockholders; Notice of Internet Availability of Proxy Materials first sent or given. |
| December 28, 2025 | Deadline for Internet and telephone voting (11:59 p.m. Eastern Time). |
| December 29, 2025 | Date of the 2025 annual meeting of stockholders (11:00 a.m. Eastern Time). |
| January 31, 2026 | Earlier of (i) this date and (ii) termination of the Advisor Agreement for Timothy Huffmyer's transitional services. |
| July 20, 2026 | Deadline for stockholder proposals to be considered for inclusion in the 2026 annual meeting proxy statement (Rule 14a-8). |
| August 31, 2026 | Earliest date for stockholder written notice for proposals/nominations for 2026 annual meeting (if meeting date is within 25 days of one-year anniversary). |
| September 30, 2026 | Latest date for stockholder written notice for proposals/nominations for 2026 annual meeting (if meeting date is within 25 days of one-year anniversary). |
| October 30, 2026 | Deadline for stockholders to provide notice for soliciting proxies in support of director nominees (Rule 14a-19). |
| 2028 | Expiration of term for Class II directors Suzie Doran and James Micali if elected. |
Keywords
Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Auditor Ratification, SEC Filing, Executive Compensation, Board of Directors, Roadside Assistance, Technology
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