DEFA14A: WiSA Technologies Adjourns Special Meeting to Allow More Time for Shareholder Vote on Bylaw Amendment

WiSA Technologies has adjourned its special meeting of stockholders to March 29, 2024, to provide additional time for shareholders to vote on a proposal to amend the company's Certificate of Incorporation regarding bylaw amendments.

Summary

• WiSA Technologies has adjourned its special meeting of stockholders to Friday, March 29, 2024, at 1 p.m. Pacific Time.
• The adjournment is solely to allow shareholders more time to vote on Proposal 3, which involves amending the Certificate of Incorporation to permit the board of directors to amend the company's bylaws.
• If the proposal is approved, WiSA's board intends to amend the bylaws to reduce its quorum requirement.
• WiSA believes this will mitigate unnecessary administrative burden, expense, and delay with respect to future stockholder meetings.
• WiSA has experienced difficulties in reaching a quorum due to a large number of shares of common stock widely distributed among retail stockholders.
• Stockholders must actively vote by 11:59 pm Eastern Time on March 28, 2024, to ensure their vote is counted.
• The record date for the adjourned meeting remains February 13, 2024; shareholders who have since sold their shares still have the right to vote.

Sentiment

Score: 6

Explanation: The sentiment is neutral. While the adjournment suggests a potential challenge in shareholder engagement, the company is taking proactive steps to address it. The focus on reducing administrative burden is a positive aspect.

Positives

• The proposed bylaw amendment aims to reduce administrative burden, expense, and delay for future stockholder meetings.
• WiSA is actively encouraging shareholders to vote, regardless of the number of shares they own.

Negatives

• WiSA has experienced difficulties in reaching a quorum for stockholder meetings, indicating potential challenges in shareholder engagement.

Risks

• Failure to achieve a quorum could hinder the company's ability to conduct important business at stockholder meetings.
• The reliance on retail investors for quorum participation introduces uncertainty due to their potentially lower engagement rates.

Future Outlook

If the proposal is approved, WiSA's board intends to amend the bylaws to reduce its quorum requirement, which WiSA believes will mitigate unnecessary administrative burden, expense and delay with respect to future stockholder meetings.

Management Comments

• Brett Moyer, Chairman and Chief Executive Officer, encourages shareholders to vote and thanks them for their investment in WiSA Technologies.

Industry Context

The adjournment of the meeting and the focus on quorum requirements highlight the challenges companies face in engaging with a dispersed shareholder base, particularly with the rise of retail investing through app-based brokers.

Comparison to Industry Standards

• Many companies, especially those with a significant retail investor base, face challenges in achieving quorum for shareholder meetings.
• Reducing quorum requirements is a strategy employed by some companies to streamline governance processes and reduce administrative burdens.
• Companies like Roku and Sonos, which also operate in the home entertainment technology space, may face similar challenges in shareholder engagement.

Corporate Governance

Stakeholder Impact

• Shareholders are encouraged to vote, and their participation is crucial for the approval of the bylaw amendment.
• Employees may benefit from reduced administrative burden and streamlined governance processes if the proposal is approved.

Next Steps

• Shareholders need to vote on Proposal 3 by March 28, 2024, at 11:59 pm Eastern Time.
• WiSA's board will amend the bylaws to reduce the quorum requirement if the proposal is approved.

Key Dates

Keywords

WiSA Technologies, special meeting, stockholders, quorum, bylaw amendment, vote, proxy, retail investors