NEONODE INC.

PROXY STATEMENT FOR THE 20172019 ANNUAL MEETING

This proxy statement is furnished by and on behalf of the Board of Directors of Neonode Inc., a Delaware corporation (“we”, “us”, “our”, “company,” or “Neonode”), in connection with the Annual Meeting of Stockholders of Neonode (the “2019 Annual Meeting”) to be held on October 3, 2017June5, 2019 at 3:00 p.m. local time at Neonode’s principal executive office located at Storgatan 23C, 11455114 55 Stockholm, Sweden.

This proxy statement and accompanying materials are first being sent or given to stockholders on approximately August 23, 2017.April26, 2019.

Our company effected a 1-for-10 reverse stock split on October1, 2018. All shares of common stock and potential common stock equivalents as presented in this proxy statement have been adjusted to reflect the reverse stock split for all periods presented.

Questions and Answers About the 20172019 Annual Meeting

What is the purpose of the 20172019 Annual Meeting?    At the 20172019 Annual Meeting, stockholders will be asked to:

•elect threeone Class III directorsII director to Neonode’s Board of Directors for a term of three years;

•hold an advisory vote on the compensation of Neonode’s named executive officers (the “say-on-pay”“say-on-pay” vote);

•        approve an amendment to Neonode’s Amended and Restated Certificate of Incorporation, as amended and corrected (the “Certificate of Incorporation”), to increase the number of authorized shares of Neonode common stock from 70,000,000 shares to 100,000,000 shares; and

•ratify the appointment of KMJ Corbin and Company LLP as Neonode’s independent registered public accounting firm for the fiscal year ending December 31, 2017.December31, 2019;

•        amend the Restated Certificate of Incorporation of Neonode Inc. (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock from 10,000,000shares to 15,000,000shares; and

•        amend the Certificate of Incorporation to enable the conversion of Series B Preferred Stock at our company’s option on or after July1, 2019.

Stockholders also may be asked to act on any other business that may properly come before the meeting. Members of our company’s management team will be present at the meeting to respond to appropriate questions from stockholders.

Who is entitled to vote?    The record date for the 20172019 Annual Meeting is August 8, 2017.April10, 2019. Only stockholders of record at the close of business on that date are entitled to vote at the meeting. Each share of common stock and Series B Preferred Stock entitles the holder thereof to one vote on each matter properly brought before the meeting. As of the record date, 58,594,503 shares8,800,577shares of our common stock were issued and outstanding and 83 shares80shares of Series B Preferred Stock were issued and outstanding.

What is the difference between being a “record holder” and holding shares in “street name”?    A record holder is listed as a stockholder on the share register of our company. Shares held in “street name” are held of record in the name of a brokerage firm or bank as a nominee for the benefit of another person.

Am I entitled to vote if my shares are held in “street name”?    If your shares are held by a broker or bank, you are considered the beneficial owner of shares held in “street name”. If your shares are held in street name, proxy materials should be forwarded to you by the record holder if it is a broker or bank along with a voting instruction card.form. As the beneficial owner, you may direct your broker or bank record holder how to vote your shares, and your broker or bank is required to vote your shares in accordance with your instructions.

What is the quorum requirement?    A quorum is necessary to hold a valid meeting. A quorum will be present if a majority of the outstanding shares eligible to vote are represented in person or by proxy at the meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker or bank, or other nominee record holder) or if you vote in person at the meeting. Abstentions and broker non-votesnon-votes will be counted towards the quorum requirement.

Who can attend the 20172019 Annual Meeting?    All of our stockholders of record as of the close of business on August 8, 2017April10, 2019 may attend the 20172019 Annual Meeting. “Street name” holders also are invited to attend the meeting; however, if you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or bank.

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What if a quorum is not present at the meeting?    If a quorum is not present at the scheduled time of the meeting, either the chairman of the meeting or a majority of the outstanding shares entitled to vote represented at the meeting may adjourn the meeting.

How many votes do I have?    On each matter to be voted upon, you have one vote for each share of common stock and/or preferred stock you own as of the record date.

Can I change my vote after I submit my proxy?    If you are a record holder of shares, you may revoke your proxy and change your vote at any time before your proxy is actually voted at the meeting:

•by signing and delivering another proxy with a later date;

•by giving written notice of such revocation to the Corporate Secretary of our companycorporation secretary prior to or at the meeting; or

•by voting in person at the meeting.

What if I do not specify how my shares are to be voted?    If you submit a proxy but do not indicate any voting instructions, the persons named as proxiesproxy holder(s) will vote in accordance with the recommendations of the Board of Directors.

How are votes counted?    Votes will be counted by the inspector of election appointed for the 20172019 Annual Meeting, who will separately count “for” and “against” votes, abstentions, and broker non-votes.non-votes.

What is an abstention?    An “abstention” represents a stockholder’s affirmative choice to decline to vote on a proposal, other than the election of directors (the choices for election of directors are limited to “For” or “Withhold”).

How will abstentions be treated?    Under the Bylaws of our company, abstained shares are excluded from the votes cast, so they will have no practical effectnot be counted for or against a proposal.

What is a broker non-votenon-vote?    If you are a “street name” beneficial owner but do not provide voting instructions to your broker record holder, then under applicable rules your broker may only exercise discretionary authority to vote on routine matters. Of the items described in this proxy statement, it is our understanding that routine matters consist of Proposals 3Proposals3, and 4. A broker may not exercise discretionary authority to vote on non-routinenon-routine matters. This lack of discretionary authority is called a “broker non-vote.non-vote.” Of the items described in this proxy statement, it is our understanding that non-routinenon-routine matters consist of Proposals 1Proposals1,2, and 2.5.

How will broker non-votesnon-votes be treated?    Broker non-votesnon-votes will be treated as shares present for quorum purposes, but not considered entitled to vote on that matter. Therefore, broker non-votes do not count as votes for or against any proposal.

What are the recommendations of the Board of Directors?    The Board recommends that you vote:

•FOR the election to the Board of Directors of the Class III nomineesII nominee named in this proxy statement;

•FOR the approval, on an advisory basis, of the compensation of the named executive officers;

•FOR the ratification of KMJ Corbin and Company LLP as independent registered public accounting firm for the fiscal year ending December31, 2019;

•        FOR the approval of the amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 70,000,000 shares10,000,000shares to 100,000,000 shares;15,000,000shares; and

•FOR the ratificationapproval of KMJ Corbin and Company LLP as independent registered public accounting firm for the fiscal year ending December 31, 2017.amendment to the Certificate of Incorporation to enable the conversion of the Series B Preferred Stock at the option of our company.

How many votes are required to elect the director nomineesnominee?    The affirmative vote of a plurality of the shares cast at the 20172019 Annual Meeting is required to elect the Class III directors.II director. This means that the three nomineesnominee who receivereceives more affirmative votes than any other person(s)person will be elected directors.director.

How many votes are required for the say-on-pay vote?    Proposal 2 is a non-binding advisory vote by the shares of our stock entitled to vote at the 2019 Annual Meeting. The affirmative vote of a majority of the shares cast at the 2019 Annual Meeting is required to approve Proposal 2.

How many votes are required to approve the amendment to our Certificate of Incorporation to increase authorized shares of our common stock?    The affirmative vote of each of (i) a majority of the shares of our stock entitled to vote at the 20172019 Annual Meeting isand (ii) a majority of the shares of our common stock, voting as a separate class, entitled to vote at the 2019 Annual Meeting, are required to approve the amendment to Neonode’sour Certificate of Incorporation.Incorporation to increase the authorized shares of our common stock.

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How many votes are required to approve the amendment to our Certificate of Incorporation to provide our company with the option to convert Series B Preferred Stock?    The affirmative vote of each of (i) a majority of the shares of our stock entitled to vote at the 2019 Annual Meeting and (ii) a majority of the shares of our Series B Preferred Stock, voting as a separate class, entitled to vote at the 2019 Annual Meeting, are required to approve the amendment to our Certificate of Incorporation to enable the conversion of Series B Preferred Stock at our company’s option.

How many votes are required for the remaining proposalsproposal?    The affirmative vote by the shares constituting a majority of the votes cast at the 20172019 Annual Meeting is required to approve each remaining proposal.Proposal 3.

Will any other business be conducted at the 20172019 Annual Meeting?    We know of no other matter that will be presented at the meeting. However, ifIf any other matter properly comes before the stockholders for a vote at the meeting, however, the proxy holder(s) will vote your shares in accordance with the recommendations of the Board of Directors or otherwise at the discretion of the proxy holder(s).

Where can I find the voting results of the 20172019 Annual Meeting?    We intend to announce preliminary voting results at the 20172019 Annual Meeting and file final results in a Current Report on Form 8-K8-K with the Securities and Exchange Commission (the “SEC”) within four days of the meeting.

Proxy Solicitation

We will bear the entire cost of this proxy solicitation. Our directors, officers and regularly engaged employees may solicit proxies personally or by mail, telephone, facsimile, internet or other electronic means, for which solicitation they will not receive any additional compensation. We will reimburse brokerage firms, banks, custodians, and other fiduciaries for their out-of-pocketout-of-pocket expenses in forwarding solicitation materials to beneficial owners upon our request.

Notice and Access

We are using the “Notice and Access” method of posting the proxy materials online instead of mailing printed copies. We believe that this process will provide you with a convenient and quick way to access the proxy materials, including this proxy statement and our annual report, and to authorize a proxy to vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials.

Most stockholders will not receive paper copies of the proxy materials unless they request them. Instead, a Notice and Access card, which has been mailed to our stockholders of record, provides instructions regarding how you may access or request all of the proxy materials by telephone, e-mail,e-mail, or online. The Notice and Access card also instructs you how to submit your proxy via the mail or online. If you prefer to receive a paper or e-maile-mail copy of the proxy materials, you should follow the instructions for requesting such materials printed on the Notice and Access card.

If your shares are held by a brokerage firm or bank on your behalf in “street name”, you as beneficial owner should receive a Notice and Access card that instructs you how to provide your broker or bank with voting instructions for your shares. Most brokers and banks enable beneficial owners to provide voting instructions via the mail, online, or other means.

It is important that your shares be represented at the 20172019 Annual Meeting
and voted in accordance with your wishes. Whether or not you plan to attend the meeting,
please complete a proxy as promptly as possible so that your shares will be voted at the 20172019 Annual Meeting.
This will not limit your right to vote in person or to attend the meeting.

PROPOSAL 1 — ELECTION OF CLASS III DIRECTORSII DIRECTOR

Three personsOne person will be elected at the 20172019 Annual Meeting of Stockholders to serve as Class III directorsII director of the Board of Directors of our company. The elected Class III directors areII director is expected to serve until the 20202022 Annual Meeting of Stockholders of Neonode or until their respective successors area successor is duly elected and qualified, or until their earlier death, resignation, or removal.

The Board of Directors has nominated Per Eriksson and Åsa HedinUlf Rosberg for election and Per Löfgren for reelection as Class III directorsII director of the Board of Directors.

The term of Mats Dahlin, who currently serves as a Class III director, will expire directly after the 2017 Annual Meeting. The Board of Directors thanks Mr. Dahlin for his many years of service as a director for our company.

Mr. Eriksson, Ms. Hedin, and Mr. Löfgren have eachMr.Rosberg has expressed their willingness to continue to serve as a member of the Board. If Mr. Eriksson, Ms. Hedin, or Mr. Löfgrenhe becomes unavailable to serve as a director for any reason (which event is not anticipated), the shares represented by proxy may (unless such proxy contains instructions to the contrary) be voted for such other person as may be determined by the proxy holder(s).

Biographical information about Mr. Eriksson, Ms. Hedin, and Mr. LöfgrenMr.Rosberg is provided under “Composition of the Board of“Nominee and Continuing Directors” in the Board Matters and Corporate Governance section below.

Required Vote and Recommendation

Directors are elected by a plurality of the votes of the holders of common stock and Series B Preferred Stock, voting together, present in person or by proxy and entitled to vote at the meeting. Provided a quorum is present, the nomineesnominee receiving the highest number of affirmative votes will be elected as Class III directors. II director.

Abstentions and broker non-votesnon-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will count towards the presence of a quorum. Properly executed and unrevoked proxies will be voted “FOR” the nominee of the Board of Directors unless contrary instructions are indicated in the proxy.

The Board of Directors recommends that you vote “FOR” the election of
the Board of Directors’ nomineesnominee for Class III directors.II director.

BOARD MATTERS AND CORPORATE GOVERNANCE

Composition of the Board of Directors

In accordance with our Certificate of Incorporation, the Board of Directors exclusively determines the number of directors that compose the Board. By resolution, in connection with preparation for the 2017 Annual Meeting, the Board of Directors increasedhas fixed the size of the Board fromat five members to six members. In addition, no later than the date of the 2017 Annual Meeting, the Board of Directors is expected to further increase the size of the Board to add the designated directors as described under “Board Representatives” below.

Also in accordance with our Certificate of Incorporation, the Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors. Each class has a three-yearthree-year term. Currently, two membersone member of the Board serveserves in Class I, one member serves in Class II, and twothree members serve in Class III. Immediately subsequent to the 2017 Annual Meeting, with the expected addition of the designated directors as described under “Board Representatives” below, we expect the Board to consist of three members in Class I, two members in Class II, and three members in Class III.

Our Certificate of Incorporation provides that any vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class may serve for the remainder of the full term of that class, and until the director’s successor is elected and qualified.

Anticipated Changes in the Membership of the Board

On April11, 2019, Åsa Hedin and Per Eriksson, each Class III directors, notified the Board of Directors that they intend to resign as members of the Board effective at the conclusion of the 2019 Annual Meeting. We thank them for their service to our company.

Prior to or concurrent with the resignations of Ms. Hedin and Mr.Eriksson, the Board of Directors expects to appoint Peter Lindell and Mattias Bergman as members of the Board. Each of Mr.Lindell and Mr.Bergman is anticipated to be independent directors, and Mr.Lindell is anticipated to join the Audit Committee of the Board. The biographies of Mr.Lindell and Mr.Bergman are set forth under “Anticipated Appointees to the Board of Directors” below.

In addition, in connection with his previously announced resignation from his positions as Chief Financial Officer, Vice President, Finance and Secretary of our company in mid-2019, Lars Lindqvist and members of the Board of Directors anticipate that he will join the Board at a future date. The biography of Mr.Lindqvist is set forth below in the Executive Officers section.

Nominee and Continuing Directors and Nominees

The identities and biographies of each nominee and continuing member or nominee to the three classes of the Board of Directors serving staggered, three-yearthree-year terms are as follows:

Class I Director Continuing in Office with Term Expiring at the 2021 Annual Meeting:

Andreas Bunge, age58, since 2015 has been Chief Executive Officer of Merkatura AB, a private holding company, and provides business consulting for technology companies. From January1, 2018 to March31, 2018, he served as our interim Chief Executive Officer. From 2012 to 2015, he served as Chief Executive Officer of Spago Nanomedical AB (formerly Spago Imaging AB) until its public listing on Nasdaq OMX Nordic. From 2005 to 2012, Mr.Bunge founded and served as Chief Executive Officer of Accelerator Nordic AB, which spun-off Spago Imaging in 2012. Prior to Accelerator Nordic, he founded and served as Chief Executive Officer of Applied Sensor AB and held various managerial positions at Intentia AB. He also has served as a member of the boards of directors of numerous companies during the past 15 years. Mr.Bunge has a MSc in Engineering and Management from Linköping University.

The Board of Directors concluded that Mr.Bunge should serve as director because of his executive experience, including as former interim chief executive officer of our company, and his understanding of engineering and technology.

Class II Director Nominee for Election at the 2019 Annual Meeting:

Ulf Rosberg, age53, currently serves as Chief Executive Officer of UMR Invest AB, a private holding company, and as Chairman of Payair Technologies AB. He previously served in various leadership positions at Nordic Capital AB from 1994 until June 2017, including as investment manager, director, partner, and most recently

as senior advisor since 2012. Prior to joining Nordic Capital, Mr.Rosberg held corporate finance positions with SEB Investment Banking and Leimdörfer & Partners. He has a MSc. in Economics from the Stockholm School of Economics and a degree with a major in finance from New York University, Stern School of Business in New York.

The Board of Directors has concluded that Mr.Rosberg should serve as director because of his investment and financial experience, his significant ownership position in our company, and his service to our company as Chairman of the Board of Directors.

Class III Directors Continuing in Office with Terms Expiring at the 2018 Annual Meeting:

Per Bystedt, age 51, has served as Chairman of the Board of Directors of Neonode since August 2007, including as Executive Chairman between January 2011 and June 2015. From May 2008 to January 2011, Mr. Bystedt served as Chief Executive Officer of Neonode, and he served as the interim Chief Executive Officer of Neonode from October 2005 to July 2006. From 1997 to 2008, Mr. Bystedt served as Chief Executive Officer and President of Spray AB, an internet investment company. From 2000 to 2010, Mr. Bystedt served as a member of the Board of Directors of Axel Johnson AB. From 2000 to 2008, Mr. Bystedt served as a member of the Board of Directors of Eniro AB, and from 2005 to 2008 he served as a member of the Board of Directors of Servera AB. From 2005 to 2010, Mr. Bystedt was Chairman of the Board of Directors of AIK Fotboll AB. From 1997 to 2005, Mr. Bystedt served as a member of the Board of Directors of Ahlens AB, and from 1998 to 2000 he was Chairman of the Board of Directors of Razorfish, Inc.

The Board of Directors has concluded that Mr. Bystedt should serve as director because of his past experience as Chief Executive Officer of our company, his understanding of finance and technology, and his more than twenty years of management and business oversight experience as a chief executive officer and member of the boards of directors of various companies.

Thomas Eriksson, age 47, has served as President of Neonode since June 2015, as Chief Executive Officer of Neonode since January 2011, and as director of Neonode since December 2009. Mr. Eriksson also has served as Chief Executive Officer of Neonode Technologies AB, a wholly-owned subsidiary of Neonode, since January 1, 2009. Mr. Eriksson was one of the founders of our company in 2001 and he served as Chief Technical Officer of Neonode from February 2006 to December 31, 2008. Prior to joining Neonode, Mr. Eriksson founded several companies with products ranging from car electronics test systems and tools to GSM/GPRS/GPS-based fleet management systems including M2M applications and wireless modems.

The Board of Directors has concluded that Mr. Eriksson should serve as director because of his current role as President and Chief Executive Officer of our company, his experience as one of the founders of our company, and his understanding of our technology.

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Class II Director Continuing in Office with Term Expiring at the 2019 Annual Meeting:

John Reardon, age 57, has served as a director of Neonode and its predecessors since February 2004. Mr. Reardon has served as President and member of the Board of Directors of The RTC Group, a technical publishing company, since 1990. Mr. Reardon also serves on the Board of Directors of One Stop Systems, Inc., a computing systems and manufacturing company, and Middle Canyon, Inc., a private distribution and integration company representing major industrial computing lines.

The Board of Directors has concluded that Mr. Reardon should serve as director because of his institutional knowledge of our company and his twenty-five years of experience in management, finance, and business development.

Class III Nominees for Election with Terms Expiring at the 2020 Annual Meeting:

Åsa Hedin, age 54, has served as a non-executive board memberage56, serves on the Boards of Directors of Tobii AB, Nolato AB, Immunova AB, Cellavision AB, C-Rad A, Industrifonden AB and business advisor to Elekta AB since April 2015.Fingerprint Cards AB. She previously served as Executive Vice President Marketing and Corporate Development at Elekta between January 2013 and April 2015 and, prior to that, served as Executive Vice President for Elekta Neuroscience and President of Elekta Instrument between August 2007 and January 2013. Ms. Hedin also has held executive positions at Gambro and Siemens Healthcare. She currently serves on the Boards of Directors of Tobii AB, Nolato AB, Immunova AB, Cellavision AB, Fingerprint Cards AB, and E. Öhman J:or Fonder AB.

The Board of Directors has concluded that Ms. Hedin should serve as director because of her ability to serve as an independent member of the Board and her diverse executive background and experience on various company boards.

Per Eriksson, age 55, hasage57, previously served as President and Chief Executive Officer of NetEnt, AB since 2012. NetEnt is a digital entertainment company listed on the NASDAQ OMX Nordic stock exchange.from 2012 until 2018. Prior to joining NetEnt, Mr. ErikssonMr.Eriksson served as President and Chief Executive Officer of Dustin Group and, prior to that, as head of Dell EMC EMEA for Dell Ltd. and Chief Executive Officer for Dell Sweden and the Nordics.

The Board of Directors has concluded that Mr. ErikssonMr.Eriksson should serve as director because of his eligibility to serve as an independent member of the Board and more than 25 years of experience with B2B sales in the information technology industry.

Per Eriksson is not related to Thomas Eriksson, the President and Chief Executive Office of Neonode and also a member of the Board of Directors.

Per Löfgren, age 53,age55, has served as Vice President, Chief Financial Officer for Segment Networks of Telefonaktiebolaget LM Ericsson (“Ericsson”) since June 2017. Ericsson is global telecommunications company listed on Nasdaq Nordic. Mr.Löfgren also has served as President of Ericsson AB since January 2015. From January 2015 to May 2017, he served as Vice President, Global Sales and Chief Financial Officer for Segment Global Services of Ericsson AB since January 2015. He also has served as President of Ericsson AB since January 2015.Ericsson. From February 2011 to December 2014, he served as Executive Vice President and Chief Financial Officer of Ericsson North America. From 2008 until 2011, Mr. Löfgren served as President of Ericsson Sweden AB. Prior to 2008,2011, he served in various Ericsson business units globally as a division chief financial officer, controller, marketingsales, and other management positions.

The Board of Directors has concluded that Mr. LöMr.Löfgren should serve as director because of his qualification as an audit committee financial expert, his general financial and business knowledge, and his thirty years of experience in the communications and technology industry.

Board Representatives

On August 2, 2017, our company entered into a Securities Purchase Agreement pursuant to which the purchasers of a majority of the securities became entitled to designate up to two individuals to join the Board of Directors, provided that each designee would be eligible to serve as an independent director under applicable NASDAQ Stock Market rules. The Securities Purchase Agreement does not provide the majority purchasers with any ongoing representation. Subsequent to the initial appointmentAnticipated Appointees to the Board of Directors the designees are not assured of being nominated for election at a future annual meeting of stockholders. In the event either designee ceases to serve as director for any reason,

As noted above, the Board of Directors is not obligated to appoint any replacement individual to fill the vacancy.

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In accordance with the Securities Purchase Agreement, the majority purchasers designated the following two individuals to serveanticipates appointing Mr.Lindell and Mr.Bergman as directors:

Andreas Bunge, age 56, since 2015 has been Chief Executive Officer of Merkatura AB, a private holding company, and provides business consulting for technology companies. Between 2012 and 2015, he served as Chief Executive Officer of Spago Nanomedical AB (formerly Spago Imaging AB) until its public listing on the NASDAQ OMX Nordic stock exchange. Between 2005 and 2012, Mr. Bunge founded and served as Chief Executive Officer of Accelerator Nordic AB, which spun-off Spago Imaging in 2012. Prior to Accelerator Nordic, he founded and served as Chief Executive Officer of Applied Sensor AB and held various managerial positions at Intentia AB. He also has served as a membermembers of the boards of directors of numerous companies during the past 15 years. Mr. Bunge has an MSc in Engineering and Management from Linköping University.

Ulf Rosberg, age 51, currently serves as Chief Executive Officer of UMR Invest AB, a private holding company, and as Chairman of Payair Technologies AB. He previously served in various leadership positions at Nordic Capital AB from 1994 until June 2017, including as investment manager, director, partner, and most recently as senior advisor since 2012. PriorBoard. One is anticipated to joining Nordic Capital, Mr. Rosberg held corporate finance positions with SEB Investment Banking and Leimdörfer & Partners. He has an M.Sc. in Economics from the Stockholm School of Economics and a degree with a major in finance from New York University, Stern School of Business in New York.

As provided in the Securities Purchase Agreement, the Board of Directors is expected to appoint these two designees to serve as directors no later than the date of the 2017 Annual Meeting of Stockholders. Upon such appointment, one designee is expected to serve asbecome a Class I director and the other as a Class IIIII director. Our stockholders are not being asked to vote on their election at the 2019 Annual Meeting.

Peter Lindell, age64, currently serves as Chairman and board member in several companies where he also is an owner. He is Chief Executive Officer of Cidro Holding, a private holding company, and Chairman of Rite Internet Ventures Holding, Innohome OY, Frank Dandy Holding AB and Acervo AB. He also is a board member of Packet Front Software AB and Storevision Holding AB. Mr.Lindell has worked in the private equity market for twenty years as an investor and board member. He previously worked in the information technology and computer industry in various management positions. Mr.Lindell, has a MSc in Industrial Engineering and Management from the Institute of Technology, Linkoping, Sweden.

The Board of Directors has concluded that Mr.Lindell should serve as director because of his board experience, understanding of the private equity markets, and his significant ownership position in our company.

Mattias Bergman, age52, currently is Chief Executive Officer of BIL Sweden, an industry association for Swedish manufacturers and importers of passenger cars, buses and trucks. He previously served for six years as President of NEVS, a developer and manufacturer of electric vehicles and mobility services based on the assets

of SAAB Automobile. Prior to NEVS, Mr.Bergman held the position of Vice President of Springtime, a Swedish public relations and communication agency, where he expanded its international presence including into China and India. From 1991 to 2010, he held different leading roles in the Swedish Trade Council (today called Business Sweden) and rotated in China, Japan and Korea. He started his career with Electrolux in Sweden and Malaysia. Mr.Bergman holds a Global Executive MBA from Copenhagen Business School/INSEAD and a BA from Stockholm University.

The Board of Directors has concluded that Mr.Bergman should serve as director because of his experience in the automotive industry and his knowledge of business development and management, particularly in Asia.

Leadership of the Board of Directors

The business of our company is managed under the direction of the Board of Directors, which is elected by our stockholders. The basic responsibility of the Board is to lead our company by exercising business judgment to act in what each director reasonably believes to be the best interests of our company and its stockholders. Leadership is important to facilitate the ability of the Board to act effectively as a working group so that our company and its performance may benefit. The Board does not have a lead independent director. The Board has chosen to separate the positions of chief executive officer and chairman. The Board believes that it is appropriate to have one individual responsible for our company’s operational aspects and a second individual responsible for our company’s strategic aspects. As prior Chief Executive Officer of our company with knowledge of our challenges and opportunities, Mr. Bystedt’s role as Chairman includes providing feedback on the direction, performance, and strategy of our company.

Committees of the Board of Directors

The Board of Directors has established three committees: anthe Audit Committee, athe Compensation Committee, and athe Nominating and Governance Committee. John Reardon, Mats Dahlin and Per Löfgren are the current members of each committee.

In 2016,2018, the Audit Committee met fourfive times, the Compensation Committee met once,one time, and the Nominating and Governance Committee met once. All of the directors attended at least 75% of the meetings of each committee on which he was then serving.two times. In addition, the independent directors of the Board of Directors regularly meet in executive sessions.

The Board of Directors has adopted written charters for each of the Audit Committee, Compensation Committee, and Nominating and Governance Committee. Copies of the Audit Committee Charter, Compensation Committee Charter, and Nominating and Governance Committee Charter are available on our website athttp://www.neonode.com/investor-relations/corporate-governance/investor-relations/corporate-governance/. The information contained on our website is not part of and is not incorporated by reference into this proxy statement. Each of the committees has the authority under its respective charter to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.

The Board of Directors has determined that John Reardon, Mats Dahlin, and Per Löfgreneach of our current directors meet applicable SEC and NASDAQ Stock MarketNasdaq rules and regulations regarding “independence” and are able to exercise independent judgment with respect to our company. John Reardon, Mats Dahlin, and Per LöfgrenThe Board also meethas determined that each director on the respective committee meets the independence

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requirements of each charter of the Audit Committee, Compensation Committee, and Nominating and Governance Committee. While he served as interim Chief Executive Officer of our company between January1, 2018 and March31, 2018, however, Mr.Bunge was precluded from being independent and did not participate or vote in any committee meetings.

If they are elected to the Board, Mr. Eriksson and Ms. Hedin are expected to be appointed by the Board of Directors to one or more of the committees in place of Mr. Dahlin subsequent to the expiration of his term of office directly after the 2017 Annual Meeting. The Board of Directors has determined that Mr. Eriksson and Ms. Hedin meet applicable SEC and NASDAQ Stock Market rules and regulations regarding “independence” and are able to exercise independent judgment with respect to our company.

Audit Committee.    The current members of the Audit Committee are Åsa Hedin, Per Löfgren Mats Dahlin,, and John Reardon. Mr. LöUlf Rosberg. Each served as members of the Audit Committee throughout 2018. Mr.Löfgren is Chairman of the Audit Committee. The Board of Directors has determined that Mr. LöMr.Löfgren qualifies as an “audit committee financial expert”, as defined in SEC rules.

The Audit Committee, which was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), oversees our company’s corporate accounting and financial reporting process, the audits of our company’s financial statements, and the integrity of financial reports and other financial information provided by our company to the government and the public. The Audit Committee’s authority and responsibilities are specified in its charter and include the following:

•determining whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a new independent registered public accounting firm;

•reviewing and approving the retention of the independent registered public accounting firm to perform any proposed permissible non-auditnon-audit services;

•discussing with management and with the independent registered public accounting firm the results of the annual audit and the results of the quarterly financial statements;

•reviewing the financial statements to be included in the Annual Report on Form 10-K;10-K;

•conferring with management and the independent registered public accounting firm regarding the effectiveness of internal controls over financial reporting; and

•establishing procedures for the receipt, retention, and treatment of complaints received regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Compensation Committee.    The current members of the Compensation Committee are Mats Dahlin, Per Löfgren,Andreas Bunge and John Reardon. Mr. Dahlin isUlf Rosberg. Each served as members of the Compensation Committee throughout 2018. Mr.Bunge, however, did not participate in any meeting of the Compensation Committee while serving as interim Chief Executive Officer between January 1 and March31, 2018. In addition, Åsa Hedin served as a member and Chairman of the Compensation Committee until resigning from the committee in September 2018. Mr.Rosberg has since served as Chairman of the Compensation Committee.

The Compensation Committee reviews all components of executive officer and director compensation. The Compensation Committee’s authority and responsibilities are specified in its charter and include the following:

•reviewing and approving the compensation and other terms of employment of the chief executive officer;

•reviewing and approving corporate performance objectives and goals relevant to the compensation of the chief executive officer;

•reviewing and approving the compensation and other terms of employment of the other executive officers; and

•administering and reviewing incentive-basedincentive-based or equity compensation plans of the executive officers and other employees.

In addition, the Compensation Committee considers matters related to individual compensation, such as compensation for new executive hires, as well as various compensation policy issues throughout the year. For executives other than the chief executive officer, the Compensation Committee receives and considers performance evaluations and compensation recommendations submitted to the Compensation Committee by the chief executive officer. In the case of the chief executive officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. The agenda for meetings of the Compensation Committee typically is determined by its chairman, with the assistance of the chief executive officer and chief financial officer. For equity grants, the Compensation Committee

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selects an exercise price that is not less than the closing price of shares of our common stock on the NASDAQ StockThe Nasdaq Capital Market on the grant date.

To perform its duties, the Compensation Committee has the authority to retain or terminate any consulting firm used to evaluate director or executive compensation, and to determine and approve the terms, costs and fees for such engagements. The Compensation Committee did not retain such a consultant in 20162018 and has not engaged such a consultant for 2017.2019.

Nominating and Governance Committee.    The current members of the Nominating and Governance Committee are John Reardon, Mats Dahlin,Andreas Bunge and Per Löfgren. Mr. ReardonEach served as members of the Nominating and Governance Committee throughout 2018. Mr.Bunge, however, did not participate in any meeting of the Nominating and Governance Committee while serving as interim Chief Executive Officer between January 1 and March31, 2018. In addition, Åsa Hedin served as a member of the Nominating and Governance Committee until resigning from the committee in November 2018. Mr.Bunge is Chairman of the Nominating and Governance Committee.

The Nominating and Governance Committee’s authority and responsibilities are specified in its charter and include the following:

•developing and recommending to the Board of Directors criteria for selecting qualified director candidates;

•identifying individuals qualified to become members of the Board of Directors;

•evaluating and selecting, or recommending to the Board of Directors, director nominees for each election of directors;

•considering committee member qualifications, appointment, and removal;

•recommending codes of conduct and codes of ethics applicable to our company; and

•providing oversight in the evaluation of the Board of Directors and each committee.

The Nominating and Governance Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, being over 21 years of age and possessing personal integrity and ethics. The Nominating and Governance Committee also considers factors such as whether a candidate possesses relevant expertise upon which to be able to offer advice and guidance to management, has sufficient time to devote to the affairs of our company, has demonstrated excellence in his or her field, has the ability to exercise sound business judgment, and has the commitment to rigorously represent the long-termlong-term interests of our stockholders. The Nominating and Governance Committee retains the right to modify these qualifications from time to time.

The Nominating and Governance Committee does not have a specific policy with respect to the consideration of diversity in identifying director nominees. Candidates are reviewed in the context of the current composition of the Board of Directors and whether it reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity, and other desired qualities. The Nominating and Governance Committee seeks to have a Board with a diversity of background and experience.

In the case of an incumbent director whose term of office is set to expire, the Nominating and Governance Committee reviews the director’s overall service to our company during his or her term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair the director’s independence or judgment. In the case of new director candidates, the Nominating and Governance Committee determines whether the candidate will be independent pursuant to applicable SEC and NASDAQ Stock MarketNasdaq rules and regulations. The Nominating and Governance Committee may conduct appropriate and necessary inquiries into the backgrounds and qualifications of current or possible nominees. To date, the Nominating and Governance Committee has not paid a fee to any third party to assist in the process of identifying or evaluating director candidates.

The Nominating and Governance Committee will consider director candidates recommended by stockholders. The Nominating and Governance Committee does not intend to alter the manner in which it evaluates a candidate as described above for nominees based on whether the candidate was recommended by a stockholder. Since the beginning of 2016,2018, there have been no material changes to the procedures by which stockholders may recommend director candidates.

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Stockholders may directly nominate a person for director only by complying with the procedure set forth in the Bylaws of our company, which in summary requires that the stockholder submit the name of the nominee in writing to the Corporate Secretary of our companycorporation secretary not less than 60 days nor more than 90 days prior to the first anniversary of the date of the preceding year’s annual meeting. Nominations may be mailed or delivered to CorporateCorporation Secretary, Neonode Inc., Storgatan 23C, 11455114 55 Stockholm, Sweden, at least six months prior to any meeting at which directors are to be elected. As described in more detail in the Bylaws of our company, nominations must include the full name of the nominee, complete biographical information of the nominee including a description of business experience for at least the previous five years, a description of the nominee’s qualifications for director, and a representation that the nominating stockholder is a beneficial owner or record holder of shares of our stock. Any such submission must be accompanied by the written consent of the nominee to be named as a nominee and to serve as a director if elected. To date, the Nominating and Governance Committee has not received any director nominations from our stockholders.

Meetings of the Board of Directors

The Board of Directors met fourseven times during 2016. Each2018. Other than Åsa Hedin, each director attended at least 75% or more of the meetings of the Board.aggregate of the Board and committee meetings on which he or she served during 2018.

Although our company does not have a policy requiring their attendance, members of the Board of Directors are encouraged to attend the annual meeting of stockholders. FiveThree of the sixfive members of the Board attended, in person or telephonically, last year’s 20162018 Annual Meeting of Stockholders. Each member of the Board intends to attend, either in person or telephonically, this year’s 2017 Annual Meeting.

Director Compensation

In 2016, Messrs. Bystedt, Reardon, Dahlin, and Löfgren received fees for servingEffective as members of October1, 2017, the Board of Directors. Theset the annual retainer for Mr. Bystedt for serving as Chairman of the Board is 624,000 Swedish Kronor (“SEK”) (approximately $96,000 in 2011 when his annual chairmanship fee was established). In addition, we contribute approximately 5% of Mr. Bystedt’s compensation to a Swedish pension organization. The annual retainer for the other non-employeeall directors is $48,000. at $10,000.

Directors do not receive per-meetingper-meeting fees. The members of the Board also are eligible for reimbursement for their expenses incurred in attending Board meetings.

None of our directors received stock option awards in 2016.2018.

The following table lists the compensation paid to non-employee directors for their services as members of the Board for the fiscal year ended December 31, 2016. Compensation paid to Thomas Eriksson is presented as part of the “Summary Compensation Table” below. Mr. Bystedt and Mr. LöfgrenDecember31, 2018. Payments are paidmade in our local currency; accordingly, for purposes of this table, their compensation has been converted to US DollarsU.S. dollars at an approximate weighted average exchange rate of 8.558.70 SEK to one US Dollar.U.S. dollar.

____________

(1)      Mr.Bunge additionally received $61,991 in compensation for serving as interim Chief Executive Officer between January 31, 2018 and March 31, 2018 as described under the Summary Compensation Table in the Executive Compensation section.

(2)      Resigned from the Board of Directors as of February 12, 2018.

Communication with the Board of Directors

Stockholders, or anyone else wishing to contact the Board of Directors directly, may send a written communication to CorporateCorporation Secretary, Neonode Inc., Storgatan 23C, 11455114 55 Stockholm, Sweden. The Corporate SecretaryOur corporation secretary will forward such correspondence only to the intended recipients, whether the entire Board or only an individual member of the Board. However, prior to forwarding any correspondence, the Corporate Secretary of our companycorporation secretary may review such correspondence and, at his discretion, may not forward certain items if deemed to be of a commercial nature or in bad faith.

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Risk Oversight

Management continually monitors the material risks facing our company. The Board of Directors is responsible for exercising oversight of management’s identification of, planning for, and managing these risks, which include financial, technological, competitive, and operational risks. The Board periodically reviews and considers the relevant risks faced by our company. Further, particularly as a prior Chief Executive Officer of our company, the Chairman is well-positioned to lead Board discussions on risk due to his knowledge of our company and industry.

Code of Ethics

The Board of Directors has adopted the Code of Business Conduct applicable to our officers, directors, and employees. The Code of Business Conduct contains a separate Code of Ethics that applies specifically to our

company’s chief executive officer and senior financial officers. The Code of Business Conduct, including the Code of Ethics, is available on our website athttp://www.neonode.com/investor-relations/corporate-governance/investor-relations/corporate-governance/. If we amend or waive the Code of Business Conduct or Code of Ethics with respect to our directors, principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, we will post the amendment or waiver on our website. The information contained on our website is not part of and is not incorporated by reference into this this proxy statement.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Based solely upon a review of the copies of such reports and written representations that no other reports were required, we believe that for the fiscal year ended December 31, 2016December31, 2018 all of our directors, executive officers, and greater than ten percent beneficial owners have complied with the reporting requirements of Section 16(a)., except that one report, covering one transaction, was filed one-day late by Mr.Rosberg on June14, 2018.

PROPOSAL 2 — ADVISORY VOTE ON
NAMED EXECUTIVE OFFICERS COMPENSATION

The Dodd-FrankDodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank“Dodd-Frank Act”) requires that we provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of the named executive officers as disclosed in this proxy statement. This proposal, commonly known as a “say-on-pay”“say-on-pay” proposal, provides stockholders the opportunity to express their views on the compensation of the named executive officers, which for 20162018 consisted of Thomas ErikssonHåkan Persson, Andreas Bunge, and Lars Lindqvist. The Board of Directors has determined that our company will hold a nonbinding, advisory “say-on-pay”“say-on-pay” vote every year until the next required advisory vote on the frequency of such vote, which will occur no later than the 20182025 Annual Meeting of Stockholders.

As described in the Compensation Discussion and Analysis section below, ourOur compensation programs are designed to attract and retain key executives responsible for the success of our company and are administered in the long-termlong-term interests of our company and our stockholders. In deciding executive compensation, the Board and Compensation Committee seek to emphasize the enhancement of stockholder value and deliver a total compensation package in a cost-effective manner.

For 2018, the Compensation Committee believes it acted conservatively with respect to executive compensation and did not award bonuses to the named executive officers. In addition, no perquisites were paid to the named executive officers in 2018.

The Board of Directors believes that the compensation paid to the named executive officers for 20162018 was reasonable and appropriate.

Accordingly, stockholders are being asked to vote on the following resolution at the 20172019 Annual Meeting:

“RESOLVED, that the stockholders of Neonode Inc. approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Neonode Inc.’s Proxy Statement for the 20172019 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the summary compensation table and the other related tables and disclosure.”

Required Vote and Recommendation

Approval of the compensation of the named executive officers requires the affirmative vote of a majority of the votes cast by the holders of shares of our common stock and Series B Preferred Stock, voting together, present in person or by proxy and entitled to vote at the meeting. This vote is advisory and therefore is not binding. However, the Board of Directors and the Compensation Committee will review the voting results and take them into account in making decisions regarding future compensation of the named executive officers.

Abstentions and broker non-votesnon-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will count towards the presence of a quorum. Properly executed and unrevoked proxies will be voted “FOR” Proposal 2 unless contrary instructions are indicated in the proxy.

The Board of Directors recommends that you vote “FOR” the approval, on an advisory basis,
of the compensation of the named executive officers as disclosed in this proxy statement.

EXECUTIVE OFFICERS

Information about our current and former executive officers is as follows:

BiographicalHåkan Persson, age58, became Chief Executive Officer of our company effective April1, 2018. He previously served from November 2013 through January 2018 as Chief Executive Officer of Precise Biometrics AB, which provides fingerprint software and mobile smart card readers for digital authentication of identity and is publicly listed on Nasdaq Stockholm. Prior to that, he served during 2013 as Interim Manager Linux operations at Enea AB, an information regarding Thomas Erikssontechnology company which provides operating systems and related services. Prior to that, he served from 2010 to 2012 as Chief Executive Officer of Scalado AB, which provides imaging technologies, applications, and services to the mobile industry. In addition, Mr.Persson has previously served in executive positions at various public and private companies including IBM, Aspiro AB, Telelogic AB, and Telia Mobile International.

Andreas Bunge biographical information is provided under “Composition of the Board of“Nominee and Continuing Directors” in the Board Matters and Corporate Governance section above.

Lars Lindqvist, age 59,age61, has served as an executive officer of Neonode since August 2014. Upon becoming an executive officer, Mr. LindqvistMr.Lindqvist resigned as a member of the Board of Directors of Neonode, a position he had held since November 2011. Prior to becoming an executive officer of our company, Mr. LindqvistMr.Lindqvist served as a management consultant to LQ Consulting GmbH since January 2013, interim Chief Executive Officer of 24 Mobile Advertising Solutions AB from June 2012 to December 2012, interim Chief Executive Officer of ONE Media Holding AB from April 2011 to May 2012, and Chief Financial Officer for Mankato Investments AG Group from June 2005 to March 2011. In addition, Mr. LindqvistMr.Lindqvist was Chief Financial Officer of Microcell OY, a Finnish ODM of mobile phones, from August 2002 to May 2005, and he was Chief Financial Officer of Ericsson Mobile Phones from May 1995 to July 2002.

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table presents information regarding compensation earned by the named executive officers. Mr. Eriksson and Mr. Lindqvistofficers of our company during the year ended December31, 2018 (the “named executive officers”). Our executives are compensated in Swedish Kronor (“SEK”); accordingly, for purposes of this table, except as noted below, compensation paid in SEK has been converted to US DollarsU.S. dollars at an approximate weighted average exchange rate of 8.55, 8.43,8.70 and 6.868.54 SEK to one US DollarU.S. dollar for the years ended December 31, 2016, 2015,December31, 2018 and 20142017 respectively.

____________

(1)      For 2016, includesIncludes cash payments of approximately $10,000 to Mr. Eriksson and $1,000 to Mr. Lindqvist in lieu of vacation time.time of approximately $13,166 to Mr.Persson for 2018 and $16,293 and $27,000 to Mr.Lindqvist for 2018 and 2017 respectively.

(2)      Amounts presented are calculated as of the grant date of the option award in accordance with the provisions of US generally accepted accounting standards. Refer to “Stock-Based Compensation” in Note 9 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for the valuation assumptions made in the Black-Scholes option pricing model used to calculate the fair value of the option awards.

(3)     For 2016, representsRepresents matching contributions to Swedish defined contribution plan.

(3)      Mr.Persson became Chief Executive Officer effective April 1, 2018.

(4)      Mr. LindqvistMr.Bunge served as interim Chief Executive Officer between January 1, 2018 and March 31, 2018.

(5)      Mr.Bunge additionally received $10,000 in compensation for serving as director during 2018 as described under “Director Compensation” in the Board Matters and Corporate Governance section.

Employment Agreements

On April1, 2018, Håkan Persson became an executive officerChief Executive Officer of our company. In advance of the commencement of his service, our company effective August 15, 2014. Priorentered into an employment agreement with Mr.Persson on February12, 2018. Under his employment agreement, Mr.Persson is entitled to receive a monthly salary of 166,000 SEK (approximately $19,000monthly). His employment agreement provides that date, he received compensationhis salary is subject to review in February 2019 and thereafter on an annual basis. Mr.Persson further is entitled to receive a yearly bonus during 2019 and in each subsequent year up to a maximum of 50% of his total yearly salary based on his performance as a non-employee directorChief Executive Officer and the financial performance of our company. His employment agreement contains other customary Swedish employment and post-termination provisions.

From January1, 2018 to March31, 2018, Andreas Bunge served as our interim Chief Executive Officer. Through our Swedish subsidiary, Neonode Technologies AB, we entered into a consulting agreement on February12, 2018 with Mr.Bunge’s private holding company, Merkatura AB. Under the terms of the consulting agreement, our company agreed to pay a fee of SEK 126,000 (approximately US$14,500) per month, based upon work of three days a week (approximately US$1,200 per day). The consulting agreement also allowed for additional work and authorized Mr.Bunge to invoice our company monthly for his services. Accordingly, we paid compensation to Mr.Bunge for 51 days of work for his services as described in our 2015 Proxy Statement. The amounts presented in this table do not reflect 2014 compensation paid to Mr. Lindqvist before he became an executive officer.

Employment Agreementsinterim Chief Executive Officer.

On March 5,August5, 2014, our company entered into an employment agreement with Mr. Eriksson.Mr.Lindqvist. Under his employment agreement, Mr. Eriksson is entitled to receive a monthly salary of 150,000 SEK (approximately $17,500 monthly in 2016). Mr. Eriksson’s employment agreement also provides that he is eligible to receive a discretionary annual bonus up to 1,000,000 SEK (approximately $117,000 in 2016) and may participate in other bonus and stock option programs. In addition, Mr. Eriksson is eligible to receive health care, pension, and other benefits available to Neonode’s Swedish employees. His employment agreement contains other customary Swedish employment and post-termination provisions.

On August 5, 2014, our company entered into an employment agreement with Mr. Lindqvist. Under his employment agreement, Mr. LindqvistMr.Lindqvist is entitled to receive a monthly salary of 125,000 SEK (approximately $15,000 monthly$14,500monthly in 2016)2018 and approximately $15,000monthly in 2017). Mr. Lindqvist’sMr.Lindqvist’s employment agreement also provides that he is eligible to receive a discretionary annual bonus of up to 50% of his total yearly salary and may participate in other bonus and stock option programs. In addition, Mr. LindqvistMr.Lindqvist is eligible to receive health care, pension, and other benefits available to Neonode’s Swedish employees. His employment agreement contains other customary Swedish employment and post-terminationpost-termination provisions.

The summaries of the employment agreements described above are qualified in their entirety by reference to the actual agreements, copies of which are incorporated by reference in our Annual Report on Form 10-K10-K for the fiscal year ended December 31, 2016.December31, 2018.

Outstanding Equity Awards at Fiscal Year-End

The following table presents information regarding the outstanding equity awards held by the named executive officers as of December 31, 2016.December31, 2018.

____________

(1)      FullyRepresents immediately vested award granted on the March 3, 2015 grant date.April 11, 2018 in connection with becoming Chief Executive Officer.

(2)      One-thirdOne-third vested on the April 26, 2012 grant date and the remaining two-thirdstwo-thirds vested monthly over the subsequent twenty-fourtwenty-four months.

(3)      Represents award granted on April 26, 2012 as a member of the Board of Directors.

(4)      One-thirdOne-third vested one year after the January 8, 2014 grant date and the remaining two-thirdstwo-thirds vested monthly over the subsequent twenty-fourtwenty-four months.

Option Exercises

No options were exercised by the named executive officers during the fiscal year ended December 31, 2016.

Potential Payments Upon Termination or Change of Control

Payments Upon Termination

Mr. ErikssonUnder the terms of Mr.Persson’s employment agreement, either our company or he may terminate his employment with six months’ notice, during which time he will be entitled to receive his monthly salary and Mr. Lindqvist areall other employment benefits.

Mr.Lindqvist is not entitled to any severance or other additional benefits upon termination of theirhis employment with our company.

In addition, the terms of the outstanding option award agreements held by the named executive officers do not contain a provision that would accelerate the option if the employment of the executive officer is terminated for any reason.

Severance and Other Benefits Upon Change of Control

The Board of Directors has an unwritten understanding with Mr. Eriksson that if his employment terminates due to a Change in Control Termination, he would be entitled to receive an amount equal to six months of base salary paid in equal monthly installments over the six months following the Change in Control Termination. The understanding of the Board of Directors is that “Change in Control” and “Change in Control Termination” as applied to Mr. Eriksson shall be determined in the same manner as in executive severance agreements entered into with executives who have since separated from our company, including David Brunton who served as Chief Financial Officer prior to Mr. Lindqvist. Consistent with those past executive severance agreements, the understanding of the Board of Directors is that a “Change in Control” generally means the sale of more than 50% of our company’s assets or stock to a purchaser or group of purchasers, or a merger in which our stockholders receive less than 50% of the voting shares of the surviving entity, and a “Change in Control Termination” generally means an involuntary termination without cause or a voluntary termination with good reason, either of which occurs within six months of a Change in Control.

Mr. Lindqvist is not contractually entitled to, nor is there any unwritten understanding with the Board of Directors regarding, any severance or other additional benefits upon termination of his employment in connection with the change in control of our company.

In addition, the terms of the outstanding option award agreements held by the named executive officers do not contain provisions that would accelerate vesting of their options if their employment is terminatedterminates for any reason.

Severance and Other Benefits Upon Change of Control

Mr.Persson and Mr.Lindqvist are not contractually entitled to any severance or other additional benefits upon termination of their employment in connection with the change in control of our company.

In addition, the terms of the outstanding option award agreements held by named executive officers do not contain provisions that would accelerate vesting of their options if their employment terminates in connection with a change in control of our company.

PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected KMJ Corbin and Company LLP as our company’s independent registered public accounting firm for the fiscal year ending December31, 2019, and the Board is asking stockholders to ratify that selection. A representative of KMJ Corbin and Company LLP is not expected to be present at the 2019 Annual Meeting.

Although ratification is not required by the Bylaws of our company or otherwise, the Board of Directors considers the selection of the independent registered public accounting firm to be an important matter of stockholder concern and is submitting the selection of KMJ Corbin and Company LLP for ratification by stockholders as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee at its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of our company.

Required Vote and Recommendation

Ratification of the appointment of KMJ Corbin and Company LLP as our company’s independent registered public accounting firm for the fiscal year ending December31, 2019 requires the affirmative vote of a majority of the votes cast by the holders of shares of our common stock and Series B Preferred Stock, voting together, present in person or by proxy and entitled to vote at the meeting.

Abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will count towards the presence of a quorum. Properly executed and unrevoked proxies will be voted FOR Proposal 3 unless contrary instructions are indicated in the proxy.

The Board of Directors recommends that you vote “FOR” the ratification of the appointment
of KMJ Corbin and Company LLP as Neonode’s independent registered public accounting firm
for the fiscal year ending December 31, 2019.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table lists aggregate fees billed to us for the fiscal years ended December31, 2018 and 2017, by KMJ Corbin and Company LLP, our company’s independent registered public accounting firm.

Audit Fees represent aggregate fees billed for professional services rendered for the audit of our annual consolidated financial statements and internal control over financial reporting, the review of the condensed consolidated financial statements included in our quarterly reports, and the review of registration statements including consents provided therewith and related matters.

Pre-Approval of Audit and Non-Audit Services

Pursuant to applicable law, and as set forth in the terms of its charter, the Audit Committee of the Board of Directors is responsible for appointing, setting compensation for, and overseeing the work of our company’s independent registered public accounting firm. Any audit or non-audit services proposed to be performed are considered by and, if deemed appropriate, approved by the Audit Committee in advance of the performance of such services. All of the fees earned by KMJ Corbin and Company LLP described above were attributable to services pre-approved by the Audit Committee.

REPORT OF THE COMPENSATIONAUDIT COMMITTEE

The CompensationAudit Committee of the Board of Directors of Neonode Inc. hasassists the Board of Directors in its oversight of Neonode’s accounting and financial reporting process and interacts directly with and evaluates the performance of Neonode’s independent registered public accounting firm.

Management is responsible for Neonode’s internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of Neonode’s consolidated financial statements and assessment of Neonode’s internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board and for issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

The Audit Committee reviewed and discussed the audited consolidated financial statements of Neonode for the fiscal year ended December31, 2018 with management and KMJ Corbin and Company LLP. The Audit Committee also discussed with KMJ Corbin and Company LLP the Compensation Discussionmatters required to be discussed by Auditing Standard No. 1301, as adopted by the Public Company Accounting Oversight Board. In addition, the Audit Committee received from KMJ Corbin and Analysis included inCompany LLP the proxy statement forwritten disclosures and the 2017 Annual Meetingletter required by the applicable requirements of Stockholders of Neonode. the Public Company Accounting Oversight Board with respect to KMJ Corbin and Company LLP’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with KMJ Corbin and Company LLP their independence from Neonode and its management.

Based on the reviewreviews and discussion,discussions referred to above, the CompensationAudit Committee recommended to the Board of Directors, and the Board of Directors approved, that the Compensation Discussion and Analysisaudited consolidated financial statements of Neonode be included in such proxy statement.Neonode’s Annual Report on Form 10-K for the fiscal year ended December31, 2018, which was filed with the Securities and Exchange Commission on March7, 2019.

The foregoing Report of the CompensationAudit Committee is not soliciting material, shall not be deemed filed with the Securities and Exchange Commission and shall not be incorporated by reference in any filing of Neonode under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Compensation Committee Interlocks and Insider ParticipationCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE

In 2016, noneReview, Approval or Ratification of Transactions with Related Persons

The Board of Directors has adopted a written policy that addresses related person transactions requiring disclosure under Item 404 of Regulation S-K as promulgated by the SEC. A related person of our company includes a director, a director nominee, an executive officer, a stockholder beneficially owning a more than five percent voting interest in our company, or an immediate family member of any of the foregoing. Under the policy, any transaction in which a related person has a direct or indirect material interest must be approved by disinterested members of the Compensation Committee were currentBoard of Directors where the amount exceeds the lesser of $120,000 or former officersone percent of the average of our company’s total assets at year end for the last two completed fiscal years.

In determining whether to approve or employeesratify a related person transaction, the Board of Directors will take into account, whether (i) the terms are fair to our company and on the same basis generally available to an unrelated person, (ii) there are business reasons for our company to enter into the transaction, (iii) it would impair independence of an outside director, and (iv) it would present an improper conflict of interest, taking into account factors that the Board of Directors deems relevant.

Since the beginning of 2017, except as noted below, there have been no related person transactions, and there are no such transactions currently proposed, in respect of our company atwithin the time they were serving on the Compensation Committee. As a result, there were no “interlocks”scope of Items 404(a) and 404(d) of Regulation S-K as definedpromulgated by the rulesSEC. Neonode does not have a parent company.

On December20, 2018, we entered into a Share Purchase Agreement with investors as part of a private placement pursuant to which we issued a total of 2,940,767shares of our common stock at a price of $1.60 per share for an aggregate of $4.7million in gross proceeds. The investors include entities affiliated with Neonode directors, Ulf Rosberg and Andreas Bunge, members of management, including Chief Executive Officer Håkan Persson and Chief Financial Officer Lars Lindqvist, and more-than-five-percent-owner Peter Lindell. Specifically, as individual beneficial owners, Mr.Rosberg purchased 1,138,796shares, Mr.Bunge purchased 29,000shares, Mr.Persson purchased 34,375shares, Mr.Lindqvist purchased 4,375shares, and Mr.Lindell purchased 1,117,783shares.

Director Independence

The Board of Directors has determined that each of Messrs. Bunge, Eriksson, Löfgren, and Rosberg, and Ms. Hedin, is an independent director within the meaning of the applicable SEC with respect to any memberand Nasdaq rules and regulations. The Board is composed of a majority of independent directors and, as described under “Committees of the Board of Directors” in the Board Matters and Corporate Governance section above, each established committee of the Board — the Audit Committee, the Compensation Committee, during 2016.and the Nominating and Governance Committee — is comprised solely of independent directors. While he served as interim Chief Executive Officer of our company between January1, 2018 and March31, 2018, however, Mr.Bunge was precluded from being independent and did not participate or vote in any committee meetings.

PROPOSAL 34 — APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
INCREASE AUTHORIZED COMMON STOCK

Our company’s Amended andThe Restated Certificate of Incorporation as amended and correctedof Neonode Inc. (the “Certificate of Incorporation”) currently authorizes the issuance of 71,000,000 shares11,000,000shares of stock consisting of 70,000,000 shares10,000,000shares of common stock, par value $0.001 per share, and 1,000,000 shares1,000,000shares of Preferred Stock, par value $0.001 per share.

The Board of Directors approved andhas adopted, subject to receiving the approval of our stockholders, an amendment to the Certificate of Incorporation to increase ourthe authorized sharesnumber of common stock to 100,000,000 shares15,000,000shares (the “Amendment”“Common Stock Amendment”).

If approved by stockholders, the Common Stock Amendment would replace Section A of Article IV of the Certificate of Incorporation with the following:

“This corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the corporation is authorized to issue is One Hundred OneSixteen Million (101,000,000)(16,000,000) shares, of which One HundredFifteen Million (100,000,000)(15,000,000) shares will be Common Stock, par value $0.001 per share, and One Million (1,000,000) shares will be Preferred Stock, par value $0.001 per share, of which 444,541 shares444,541shares shall be designated as Series A Preferred Stock and 54,425 shares54,425shares shall be designated as Series B Preferred Stock.”

The Board has determined the Common Stock Amendment to be advisable and in the best interests of our company and our stockholders.

The proposed increase of 5,000,000shares of common stock represents an increase of 50% relative to the 10,000,000shares of common stock currently authorized by the Certificate of Incorporation.

The additional 30,000,000 shares5,000,000shares of common stock authorized for issuance pursuant to the Common Stock Amendment would be part of the existing class of common stock and, if and when issued, would have the same rights and privileges as the shares of common stock presently issued and outstanding.

The Common Stock Amendment will not affect the number of authorized shares of preferred stock, par value $0.001 per share, of our company.

If approved by the required vote of stockholders, the Common Stock Amendment will become effective on the date it is filed with the Secretary of State of the State of Delaware. The Board of Directors reserves the right, notwithstanding stockholder approval of the Amendment and without further action by our stockholders, not to proceed with the Amendment at any time before the effective date of the Amendment.

Purpose and Effects of IncreasingApproving the NumberAmendment to the Certificate of Authorized Shares of Common StockIncorporation

As of August 8, 2017,April26, 2019, of the 70,000,000 shares10,000,000shares of common stock currently authorized by the Certificate of Incorporation, approximately 58,500,0008.8million shares are issued and outstanding, approximately 11,000 shares are reserved for issuance upon conversion of Series B Preferred Stock, approximately 7,914,0001.1million shares are reserved for issuance upon exercise of outstanding warrants, and approximately 1,756,0000.1million shares are reserved for issuance upon exercise of outstanding warrants and options and approximately 1,655,000 shares are reserved for future issuance under existing equity incentive plans.conversion of preferred stock. Accordingly, nearlysubstantially all of the authorized shares of common sharesstock of our company are outstanding or reserved for issuance.

However, nearly all of the outstanding warrants and options are significantly out-of-the-money and unlikely to be exercised in the near future. Further, outstanding warrants exercisable for 233,333shares are contractually prohibited from being exercised due to a beneficial ownership restriction upon exercise. Those warrants together with additional warrants exercisable for a total of 325,000shares at a price of $20.00 per share will expire on August8, 2019. The proposed increaseprice of 30,000,000 shares ofour common stock represents an increasewas $3.30 per share on The Nasdaq Capital Market as of approximately 43% relative to the 70,000,000 sharesclose of common stock currently authorized by the Certificate of Incorporation.business on April10, 2019.

The Board of Directors believes it is in the best interests of our company and our stockholders to increase our authorized shares of common stock in order to have additional shares available for use as the Board deems appropriate or necessary. In making this determination, the Board considered, among other things, our historical share issuances, recent practices at other public companies, and a recommendation from our management. As such, the primary purpose of the Common Stock Amendment is to provide our company with greater flexibility with respect to managing its common stock in connection with such corporate purposes as may, from time to time, be considered advisable by the Board. These corporate purposes could include, without limitation, financing activities, public or private offerings, stock dividends or splits, conversions of convertible securities, issuance of options and

restricted stock awards pursuant to our employee benefits plans, establishing a strategic relationship with a corporate partner and acquisition transactions. The Board has determined that having an increased number of authorized but unissued shares of common stock would allow us to take prompt action with respect to corporate opportunities that develop, without the delay and expense of convening a special meeting of stockholders for the purpose of approving an

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increase in our capitalization. The Board will determine whether, when and on what terms the issuance of shares of common stock may be advisable in connection with any of the foregoing purposes.

Pursuant to the Securities Purchase Agreement our company entered into on August 2, 2017, we agreed, among other things, to sell 9,750,000 shares of common stock and issue warrants to purchase up to 3,250,000 shares of common stock. The warrants are not exercisable until August 8, 2018. Our company currently does not have sufficient authorized but unissued and unreserved shares to enable these warrants to be fully exercised when they become exercisable. The terms of these warrants provide that they can only be exercised if our company has sufficient authorized but unissued and reserved shares of common stock. However, there is no penalty or alternative outcome provided for in the Securities Purchase Agreement or the warrant terms if these warrants cannot be exercised due to a failure by our stockholders to increase our company’s authorized shares of common stock. The issuance of securities, including the shares upon exercise of these warrants, pursuant to the Securities Purchase Agreement was not contingent upon the adoption of the Amendment.

Other than shares reserved for issuance under outstanding warrants, our existing equity compensation plans and upon conversion of outstanding preferred stock, and shares that may become issuable pursuant to the August 2, 2017 Securities Purchase Agreement warrants, we do not currently have any other arrangements, agreements or understandings that would require the issuance of additional shares of common stock.

The Common Stock Amendment will not have any immediate effect on the rights of existing stockholders. Although at present the Board has no other plans to issue the additional shares of common stock, the Board believes it would be prudent and advisable to have those shares available to provide additional flexibility regarding the potential use of shares of common stock for business and financial purposes in the future. The Board will have the authority to issue authorized common stock without requiring future stockholder approval of such issuances, except as may be required by applicable law or NASDAQ Stock MarketNasdaq rules. Future issuances of common stock or securities convertible into or exchangeable for common stock could have a dilutive effect on our earnings per share, book value per share and the voting power and interest of current stockholders.

The Board has not proposed the Common Stock Amendment with the intention of discouraging tender offers or takeover attempts of Neonode. However, the availability of additional authorized shares for issuance could, under certain circumstances, discourage or make more difficult efforts to obtain control of our company. This proposal is not being presented with the intent that it be used to prevent or discourage any acquisition attempt, but nothing would prevent the Board from taking any appropriate actions not inconsistent with its fiduciary duties.

Under Delaware law, stockholders are not entitled to appraisal rights with respect to the Common Stock Amendment and we will not independently provide our stockholders with any such right.

Required VoteDirector Independence

ApprovalThe Board of Directors has determined that each of Messrs. Bunge, Eriksson, Löfgren, and Rosberg, and Ms. Hedin, is an independent director within the meaning of the Amendment requires the affirmative voteapplicable SEC and Nasdaq rules and regulations. The Board is composed of a majority of independent directors and, as described under “Committees of the outstanding sharesBoard of common stock and Series B Preferred Stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as votes against this proposal. Properly executed and unrevoked proxies will be voted “FOR” Proposal 3 unless contrary instructions are indicatedDirectors” in the proxy.

The Board Matters and Corporate Governance section above, each established committee of Directors recommends that youthe Board — the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee — is comprised solely of independent directors. While he served as interim Chief Executive Officer of our company between January1, 2018 and March31, 2018, however, Mr.Bunge was precluded from being independent and did not participate or vote “FOR” the approval of
the amendment to the Certificate of Incorporationin any committee meetings.

PROPOSAL 4 — RATIFICATIONAPPROVAL OF APPOINTMENTAMENDMENT TO CERTIFICATE OF INCORPORATION TO
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMINCREASE AUTHORIZED COMMON STOCK

The Audit CommitteeRestated Certificate of Incorporation of Neonode Inc. (the “Certificate of Incorporation”) currently authorizes the Boardissuance of Directors has selected KMJ Corbin and Company LLP as our company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, and the Board is asking stockholders to ratify that selection. A representative11,000,000shares of KMJ Corbin and Company LLP is not expected to be present at the 2017 Annual Meeting.

Although ratification is not required by the Bylawsstock consisting of our company or otherwise, the Board10,000,000shares of Directors considers the selection of the independent registered public accounting firm to be an important matter of stockholder concern and is submitting the selection of KMJ Corbin and Company LLP for ratification by stockholders as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee at its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of our company.

Required Vote and Recommendation

Ratification of the appointment of KMJ Corbin and Company LLP as our company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 requires the affirmative vote of a majority of the votes cast by the holders of shares of our common stock, par value $0.001 per share, and Series B1,000,000shares of Preferred Stock, present in person or by proxy and entitled to vote at the meeting. Abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will count towards the presence of a quorum. Properly executed and unrevoked proxies will be voted FOR Proposal 4 unless contrary instructions are indicated in the proxy.

The Board of Directors recommends that you vote “FOR” the ratification of the appointment
of KMJ Corbin and Company LLP as Neonode’s independent registered public accounting firm
for the fiscal year ending December 31, 2017.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table lists aggregate fees billed to us for the fiscal years ended December 31, 2016 and 2015, by KMJ Corbin and Company LLP, our company’s independent registered public accounting firm.

Audit Fees represent aggregate fees billed for professional services rendered for the audit of our annual consolidated financial statements and internal control over financial reporting, the review of the condensed consolidated financial statements included in our quarterly reports, and the review of registration statements including consents provided therewith and related matters.

Pre-Approval of Audit and Non-Audit Services

Pursuant to applicable law, and as set forth in the terms of its charter, the Audit Committee of the Board of Directors is responsible for appointing, setting compensation for, and overseeing the work of our company’s independent registered public accounting firm. Any audit or non-audit services proposed to be performed are considered by and, if deemed appropriate, approved by the Audit Committee in advance of the performance of such services. All of the fees earned by KMJ Corbin and Company LLP described above were attributable to services pre-approved by the Audit Committee.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors of Neonode assists the Board of Directors in its oversight of Neonode’s accounting and financial reporting process and interacts directly with and evaluates the performance of Neonode’s independent registered public accounting firm.

Management is responsible for Neonode’s internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of Neonode’s consolidated financial statements and assessment of Neonode’s internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board and for issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

The Audit Committee reviewed and discussed the audited consolidated financial statements of Neonode for the fiscal year ended December 31, 2016 with management and KMJ Corbin and Company LLP. The Audit Committee also discussed with KMJ Corbin and Company LLP the matters required to be discussed by Auditing Standard No. 1301, as adopted by the Public Company Accounting Oversight Board. In addition, the Audit Committee received from KMJ Corbin and Company LLP the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board with respect to KMJ Corbin and Company LLP’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with KMJ Corbin and Company LLP their independence from Neonode and its management.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited consolidated financial statements of Neonode be included in Neonode’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with the Securities and Exchange Commission on March 15, 2017.

The foregoing Report of the Audit Committee is not soliciting material, shall not be deemed filed with the Securities and Exchange Commission and shall not be incorporated by reference in any filing of Neonode under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE

Review, Approval or Ratification of Transactions with Related Personspar value $0.001 per share.

The Board of Directors has adopted, a written policy that addresses related person transactions requiring disclosure under Item 404subject to receiving the approval of Regulation S-Kour stockholders, an amendment to the Certificate of Incorporation to increase the authorized number of common stock to 15,000,000shares (the “Common Stock Amendment”).

If approved by stockholders, the Common Stock Amendment would replace Section A of Article IV of the Certificate of Incorporation with the following:

This corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the corporation is authorized to issue is Sixteen Million (16,000,000) shares, of which Fifteen Million (15,000,000) shares will be Common Stock, par value $0.001 per share, and One Million (1,000,000) shares will be Preferred Stock, par value $0.001 per share, of which 444,541shares shall be designated as promulgated bySeries A Preferred Stock and 54,425shares shall be designated as Series B Preferred Stock.

The Board has determined the SEC. A related personCommon Stock Amendment to be advisable and in the best interests of our company includesand our stockholders.

The proposed increase of 5,000,000shares of common stock represents an increase of 50% relative to the 10,000,000shares of common stock currently authorized by the Certificate of Incorporation.

The additional 5,000,000shares of common stock authorized for issuance pursuant to the Common Stock Amendment would be part of the existing class of common stock and, if and when issued, would have the same rights and privileges as the shares of common stock presently issued and outstanding.

The Common Stock Amendment will not affect the number of authorized shares of preferred stock, par value $0.001 per share, of our company.

If approved by the required vote of stockholders, the Common Stock Amendment will become effective on the date it is filed with the Secretary of State of the State of Delaware.

Purpose and Effects of Approving the Amendment to the Certificate of Incorporation

As of April26, 2019, of the 10,000,000shares of common stock currently authorized by the Certificate of Incorporation, approximately 8.8million shares are issued and outstanding, approximately 1.1million shares are reserved for issuance upon exercise of outstanding warrants, and approximately 0.1million shares are reserved for issuance upon exercise of outstanding warrants and options and conversion of preferred stock. Accordingly, substantially all of the authorized shares of common stock of our company are outstanding or reserved for issuance.

However, nearly all of the outstanding warrants and options are significantly out-of-the-money and unlikely to be exercised in the near future. Further, outstanding warrants exercisable for 233,333shares are contractually prohibited from being exercised due to a director,beneficial ownership restriction upon exercise. Those warrants together with additional warrants exercisable for a director nominee,total of 325,000shares at a price of $20.00 per share will expire on August8, 2019. The price of our common stock was $3.30 per share on The Nasdaq Capital Market as of the close of business on April10, 2019.

The Board of Directors believes it is in the best interests of our company and our stockholders to increase our authorized shares of common stock in order to have additional shares available for use as the Board deems appropriate or necessary. In making this determination, the Board considered, among other things, our historical share issuances, recent practices at other public companies, and a recommendation from our management. As such, the primary purpose of the Common Stock Amendment is to provide our company with greater flexibility with respect to managing its common stock in connection with such corporate purposes as may, from time to time, be considered advisable by the Board. These corporate purposes could include, without limitation, financing activities, public or private offerings, stock dividends or splits, conversions of convertible securities, issuance of options and

restricted stock awards pursuant to our employee benefits plans, establishing a strategic relationship with a corporate partner and acquisition transactions. The Board has determined that having an executive officer,increased number of authorized but unissued shares of common stock would allow us to take prompt action with respect to corporate opportunities that develop, without the delay and expense of convening a stockholder beneficially owning a more than five percent voting interestspecial meeting of stockholders for the purpose of approving an increase in our company, or an immediate family membercapitalization. The Board will determine whether, when and on what terms the issuance of shares of common stock may be advisable in connection with any of the foregoing. Underforegoing purposes.

Other than shares reserved for issuance under outstanding warrants, our existing equity compensation plans and upon conversion of outstanding preferred stock, we do not currently have any other arrangements, agreements or understandings that would require the policy,issuance of additional shares of common stock.

The Common Stock Amendment will not have any transaction in which a related person has a direct or indirect material interest and whereimmediate effect on the amount exceeds $120,000 must be approved by disinterested membersrights of existing stockholders. Although at present the Board has no other plans to issue the additional shares of Directors.

In determining whether to approve or ratify a related person transaction,common stock, the Board of Directors will take into account, whether (i) the terms are fairbelieves it would be prudent and advisable to our company and on the same basis generallyhave those shares available to an unrelated person, (ii) there areprovide additional flexibility regarding the potential use of shares of common stock for business reasonsand financial purposes in the future. The Board will have the authority to issue authorized common stock without requiring future stockholder approval of such issuances, except as may be required by applicable law or Nasdaq rules. Future issuances of common stock or securities convertible into or exchangeable for common stock could have a dilutive effect on our companyearnings per share, book value per share and the voting power and interest of current stockholders.

The Board has not proposed the Common Stock Amendment with the intention of discouraging tender offers or takeover attempts of Neonode. However, the availability of additional authorized shares for issuance could, under certain circumstances, discourage or make more difficult efforts to enter intoobtain control of our company. This proposal is not being presented with the transaction, (iii)intent that it be used to prevent or discourage any acquisition attempt, but nothing would impair independence of an outside director, and (iv) it would present an improper conflict of interest, taking into account factors thatprevent the Board of Directors deems relevant.from taking any appropriate actions not inconsistent with its fiduciary duties.

SinceUnder Delaware law, stockholders are not entitled to appraisal rights with respect to the beginning of 2016, there have been no related person transactions,Common Stock Amendment and there are nowe will not independently provide our stockholders with any such transactions currently proposed, in respect of our company within the scope of Item 404(a) of Regulation S-K as promulgated by the SEC.right.

Director Independence

The Board of Directors has determined that each of Messrs. Dahlin,Bunge, Eriksson, Löfgren, and ReardonRosberg, and Ms. Hedin, is an independent director within the meaning of the applicable NASDAQ Stock Market rules.SEC and Nasdaq rules and regulations. The Board is composed of a majority of independent directors and, as described under “Committees of the Board of Directors” in the Board Matters and Corporate Governance section above, each established committee of the Board — the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee — is comprised solely of independent directors. While he served as interim Chief Executive Officer of our company between January1, 2018 and March31, 2018, however, Mr.Bunge was precluded from being independent and did not participate or vote in any committee meetings.

PROPOSAL 4 — APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
INCREASE AUTHORIZED COMMON STOCK

26The Restated Certificate of Incorporation of Neonode Inc. (the “Certificate of Incorporation”) currently authorizes the issuance of 11,000,000shares of stock consisting of 10,000,000shares of common stock, par value $0.001 per share, and 1,000,000shares of Preferred Stock, par value $0.001 per share.

The Board of Directors has adopted, subject to receiving the approval of our stockholders, an amendment to the Certificate of Incorporation to increase the authorized number of common stock to 15,000,000shares (the “Common Stock Amendment”).

If approved by stockholders, the Common Stock Amendment would replace Section A of Article IV of the Certificate of Incorporation with the following:

This corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the corporation is authorized to issue is Sixteen Million (16,000,000) shares, of which Fifteen Million (15,000,000) shares will be Common Stock, par value $0.001 per share, and One Million (1,000,000) shares will be Preferred Stock, par value $0.001 per share, of which 444,541shares shall be designated as Series A Preferred Stock and 54,425shares shall be designated as Series B Preferred Stock.

The Board has determined the Common Stock Amendment to be advisable and in the best interests of our company and our stockholders.

The proposed increase of 5,000,000shares of common stock represents an increase of 50% relative to the 10,000,000shares of common stock currently authorized by the Certificate of Incorporation.

The additional 5,000,000shares of common stock authorized for issuance pursuant to the Common Stock Amendment would be part of the existing class of common stock and, if and when issued, would have the same rights and privileges as the shares of common stock presently issued and outstanding.

The Common Stock Amendment will not affect the number of authorized shares of preferred stock, par value $0.001 per share, of our company.

If approved by the required vote of stockholders, the Common Stock Amendment will become effective on the date it is filed with the Secretary of State of the State of Delaware.

Purpose and Effects of Approving the Amendment to the Certificate of Incorporation

As of April26, 2019, of the 10,000,000shares of common stock currently authorized by the Certificate of Incorporation, approximately 8.8million shares are issued and outstanding, approximately 1.1million shares are reserved for issuance upon exercise of outstanding warrants, and approximately 0.1million shares are reserved for issuance upon exercise of outstanding warrants and options and conversion of preferred stock. Accordingly, substantially all of the authorized shares of common stock of our company are outstanding or reserved for issuance.

However, nearly all of the outstanding warrants and options are significantly out-of-the-money and unlikely to be exercised in the near future. Further, outstanding warrants exercisable for 233,333shares are contractually prohibited from being exercised due to a beneficial ownership restriction upon exercise. Those warrants together with additional warrants exercisable for a total of 325,000shares at a price of $20.00 per share will expire on August8, 2019. The price of our common stock was $3.30 per share on The Nasdaq Capital Market as of the close of business on April10, 2019.

The Board of Directors believes it is in the best interests of our company and our stockholders to increase our authorized shares of common stock in order to have additional shares available for use as the Board deems appropriate or necessary. In making this determination, the Board considered, among other things, our historical share issuances, recent practices at other public companies, and a recommendation from our management. As such, the primary purpose of the Common Stock Amendment is to provide our company with greater flexibility with respect to managing its common stock in connection with such corporate purposes as may, from time to time, be considered advisable by the Board. These corporate purposes could include, without limitation, financing activities, public or private offerings, stock dividends or splits, conversions of convertible securities, issuance of options and

restricted stock awards pursuant to our employee benefits plans, establishing a strategic relationship with a corporate partner and acquisition transactions. The Board has determined that having an increased number of authorized but unissued shares of common stock would allow us to take prompt action with respect to corporate opportunities that develop, without the delay and expense of convening a special meeting of stockholders for the purpose of approving an increase in our capitalization. The Board will determine whether, when and on what terms the issuance of shares of common stock may be advisable in connection with any of the foregoing purposes.

Other than shares reserved for issuance under outstanding warrants, our existing equity compensation plans and upon conversion of outstanding preferred stock, we do not currently have any other arrangements, agreements or understandings that would require the issuance of additional shares of common stock.

The Common Stock Amendment will not have any immediate effect on the rights of existing stockholders. Although at present the Board has no other plans to issue the additional shares of common stock, the Board believes it would be prudent and advisable to have those shares available to provide additional flexibility regarding the potential use of shares of common stock for business and financial purposes in the future. The Board will have the authority to issue authorized common stock without requiring future stockholder approval of such issuances, except as may be required by applicable law or Nasdaq rules. Future issuances of common stock or securities convertible into or exchangeable for common stock could have a dilutive effect on our earnings per share, book value per share and the voting power and interest of current stockholders.

The Board has not proposed the Common Stock Amendment with the intention of discouraging tender offers or takeover attempts of Neonode. However, the availability of additional authorized shares for issuance could, under certain circumstances, discourage or make more difficult efforts to obtain control of our company. This proposal is not being presented with the intent that it be used to prevent or discourage any acquisition attempt, but nothing would prevent the Board from taking any appropriate actions not inconsistent with its fiduciary duties.

Under Delaware law, stockholders are not entitled to appraisal rights with respect to the Common Stock Amendment and we will not independently provide our stockholders with any such right.

Required Vote

Approval of the Common Stock Amendment requires the affirmative vote of (i) a majority of the outstanding shares of common stock and Series B Preferred Stock, voting together, present in person or by proxy and entitled to vote at the meeting; and (ii) a majority of the outstanding shares of common stock, voting as a single class, present in person or by proxy and entitled to vote at the meeting. Abstentions and broker non-votes will have the same effect as votes against this proposal. Properly executed and unrevoked proxies will be voted “FOR” Proposal 4 unless contrary instructions are indicated in the proxy.

The Board of Directors recommends that you vote “FOR” the approval of
the amendment to the Certificate of Incorporation to increased our authorized shares of common stock.

PROPOSAL 5 — APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO ENABLE CONVERSION OF SERIES B PREFERRED STOCK AT COMPANY OPTION

The Board of Directors has adopted, subject to receiving the approval of our stockholders, an amendment to the Restated Certificate of Incorporation of Neonode, Inc. (the “Certificate of Incorporation”) to provide our company with the option, on or after July1, 2019, to convert Series B Preferred Stock into our common stock at the existing conversion rate (the “Preferred Stock Amendment”). As currently provided in the Certificate of Incorporation, the “Conversion Rate” is 132.07shares of common stock for each share of Series B Preferred Stock.

If approved by stockholders, the Preferred Stock Amendment will add a new subparagraph (iv) to paragraph 4 under “Series B Preferred Stock” within Article IV Section B of the Certificate of Incorporation as follows:

Subject to the availability of a sufficient number of authorized but unissued shares of Common Stock to effect the conversion of shares of Series B Preferred Stock, on or after July1, 2019, the Corporation shall have the option to cause all of the outstanding Series B Preferred Stock to be converted into share(s) of Common Stock at the Conversion Rate.

The Board has determined the Preferred Stock Amendment to be advisable and in the best interests of our company and our stockholders.

If approved by the required vote of stockholders, the Preferred Stock Amendment will become effective on the date it is filed with the Secretary of State of the State of Delaware

Existing Terms of Series B Preferred Stock

Each share of Series B Preferred Stock is convertible into a number of shares of common stock of our company, subject to the availability of a sufficient number of authorized but unissued shares of common stock to effect the conversion, at the “Conversion Rate” at the option of the holder. The Conversion Rate set forth in the Certificate of Incorporation is 132.07shares of common stock for each share of Series B Preferred Stock.

Each holder of Series B Preferred Stock has one vote per share. The holders of Series B Preferred Stock are entitled to participate with the holders of common stock with respect to any dividends declared on the common stock in proportion to the number of shares of common stock issuable upon conversion of the Series B Preferred Stock. In the event of a liquidation, dissolution, or winding up of our company, the holders of Series B Preferred Stock are entitled to a distribution preference of $0.001 for each share of Series B Preferred Stock.

Background of Series B Preferred Stock

In December 2008, to comply with relevant Nasdaq maintenance criteria and to raise capital to finance our business, the Board of Directors of our company approved several refinancing agreements. In connection with this refinancing, pursuant to Warrant Conversion Agreements, certain warrant holders who held warrants for the purchase of shares, notes, and additional warrants of our company surrendered their warrants in exchange for the issuance of Series B Preferred Stock. Accordingly, on December29, 2008, we filed a Certificate of Designation with the Secretary of State of the State of Delaware designating the rights, preferences, privileges, and restrictions of the Series B Preferred Stock.

Initially, each share of Series B Preferred Stock was convertible into one share of our common stock. On March31, 2009, in connection with the refinancing described above, our stockholders approved a resolution to increase the conversion rate to 132.07shares of common stock for each share of Series B Preferred Stock.

The Certificate of Designation dated December29, 2008 established the designated number of shares of Series B Preferred Stock at 100,934shares. Pursuant to a Certificate of Increase of Designation filed January2, 2009, the number of designated shares of Series B Preferred Stock increased to 102,690shares. Pursuant to a further Certificate of Increase of Designation filed January28, 2009, the number of designated shares of Series B Preferred Stock increased to 108,850shares.

Between December29, 2008 and February6, 2009, we issued approximately 92,796shares of Series B Preferred Stock pursuant to Warrant Conversion Agreements with 92 holders. Most of the initial holders of Series B Preferred Stock converted their shares into common stock within the first year of issuance. As of December31, 2010, there only were approximately 3,500shares of Series B Preferred Stock outstanding.

As of December31, 2011, more than 95% of the previously issued and outstanding shares of Series B Preferred Stock had been converted into common stock. In connection with a Certificate of Correction dated February28, 2012 related to reducing the overall number of authorized shares of our stock, the number of designated shares of Series B Preferred Stock was reduced in half to 54,425shares.

As of March22, 2012, adjusted for a 1-for-25 reverse split in our stock that occurred on March25, 2011, there were only 95shares of Series B Preferred Stock outstanding. As such, in the seven years since 2012, only 15shares of Series B Preferred Stock have been converted into common stock.

Purpose and Effects of Approving the Amendment to the Certificate of Incorporation

As of April10, 2019, the record date for the 2019 Annual Meeting, there are 14 holders of Series B Preferred Stock with an aggregate of 80shares outstanding. These shares of Series B Preferred Stock are convertible into an aggregate of 10,577shares of common stock, assuming fractional shares resulting from the conversion are rounded up to the nearest whole number. As converted, the Series B Preferred Stock represents approximately 0.1% of the outstanding shares of our common stock.

The primary purpose of the Preferred Stock Amendment is to give our company the flexibility to convert the outstanding shares of the Series B Preferred Stock into shares of common stock. The initial Certificate of Designation only provided the holder with the ability of conversion. Providing our company with the option to convert the Series B Preferred Stock into common stock will enable our company to eliminate a class of securities that currently represents a de minimis amount on our balance sheet and a fraction of a percentage of our outstanding common stock. In addition, certain corporate events may require the vote of each outstanding class of our stock voting separately. Given the relatively few remaining holders, elimination of outstanding shares of Series B Preferred Stock as a class may facilitate the ability of the Board of Directors of our company to undertake future restructurings, mergers, acquisitions or similar events. However, this proposal is not being presented with the intent that it be used to approve or discourage any such attempt, but nothing would prevent the Board from taking any appropriate actions not inconsistent with its fiduciary duties.

Aside from the ability to convert into common stock at a Conversion Rate greater than one-for-one and a minimal liquidation preference, the Series B Preferred Stock does not have any special preferences such as payment of dividends or super-voting rights. In addition, the Series B Preferred Stock is not listed on any exchange and we are not aware of any market for the shares. As a result, we believe that holders of Series B Preferred Stock will be better positioned to unlock value and otherwise manage their shares if converted into common stock.

Since the issuance of the Series B Preferred Stock approximately ten years ago, most shares have been converted by holders into common stock. Of the remaining Series B Preferred Stock outstanding, some shares have escheated to the States of Delaware and New York as abandoned or unclaimed property. We believe that some of the remaining holders of Series B Preferred Stock are unable to locate their stock certificates or otherwise have had difficulty with the mechanics necessary to convert their shares into common stock. If our company converts all remaining shares of Series B Preferred Stock into common stock in uncertificated book entry form, we believe the holders may have an enhanced ability to manage and transfer their shares in our company.

If the Preferred Stock Amendment is approved, the Board intends to exercise its option to convert the Series B Preferred Stock within 90 days of July1, 2019. Upon conversion, existing holders of Series B Preferred Stock will have shares of common stock credited to their account at our transfer agent.

Under Delaware law, holders of Series B Preferred Stock are not entitled to appraisal rights with respect to the Preferred Stock Amendment and we will not independently provide our stockholders with any such right.

Required Vote and Recommendation

Approval of the Preferred Amendment requires the affirmative vote of (i) a majority of the outstanding shares of common stock and Series B Preferred Stock, voting together, present in person or by proxy and entitled to vote at the meeting; and (ii) a majority of the outstanding shares of Series B Preferred Stock, voting as a single class, present in person or by proxy and entitled to vote at the meeting. Abstentions and broker non-votes will have the same effect as votes against this proposal. Properly executed and unrevoked proxies will be voted “FOR” Proposal 5 unless contrary instructions are indicated in the proxy.

The Board of Directors recommends that you vote “FOR” the approval of the amendment to the Certificate ofIncorporation to enable conversion of the Series B Preferred Stock at the option of our company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial Ownership Table

The following table presents certain information as of August 8, 2017April10, 2019 regarding the beneficial ownership of shares of our common stock by: (i) principal stockholders known by us to be beneficial owners of more than five percent of common stock; (ii) each director and nominee for director; (iii)(ii) each of the named executive officers, as identified under “Summary Compensation Table” in the Executive Compensation section above; and (iv)(iii) all of our current directors and executive officers as a group.group; (iv) persons named in this proxy statement in the Board Matters and Corporate Governance section above as anticipated to being appointed a director in the future; and (v) principal stockholders known by us to be beneficial owners of more than five percent of common stock. To our knowledge, none of the beneficial owners listed below owned shares of our preferred stock as of June 29, 2017.April10, 2019.

Percentage ownership is based on 58,594,586 shares,8,800,657shares, representing the aggregate number of voting shares of our common stock and Series B Preferred Stock outstanding as of August 8, 2017.April10, 2019. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock that could be issued upon the exercise of outstanding options and warrants held by that person that are exercisable at the present time or within 60 days of August 8, 2017April10, 2019 are considered outstanding; however, these shares are not considered outstanding when computing the percentage ownership of any other person.

Except as otherwise noted below, the address for each person or entity listed in the table is c/o Neonode Inc., Storgatan 23C, 11455, Stockholm Sweden.

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*        Less than 1%

ADDITIONAL INFORMATION

Annual Report

On March 15, 2017,March7, 2019, we filed with the SEC our Annual Report on Form 10-K10-K for the fiscal year ended December 31, 2016.December31, 2018. A copy of our annual report is being made available to all stockholders along with this proxy statement. The Notice and Access card provided to stockholders contains instructions on how to access this proxy statement and our annual report. The Notice and Access card also contains instructions as to how to obtain a paper or e-maile-mail copy of the proxy materials.

Our filings with the SEC are accessible on our company website athttp://www.neonode.com/investor-relations/sec-filings/investor-relations/sec-filings/. The information contained on our website is not part of and is not incorporated by reference into this proxy statement.

We will provide without charge to any person solicited hereby, upon the written request of any such person, a copy of our Annual Report on Form 10-K10-K for the fiscal year ended December31, 2016.2018. Requests should be directed to usour corporation secretary at our principal executive office at Storgatan 23C, 11455114 55 Stockholm, Sweden.

Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements relating to expectations, and future performance or future events. These statements are based on current assumptions, expectations and information available to our company’s management and involve a number of known and unknown risks, uncertainties and other factors that may cause our company’s actual results, levels of activity, performance or achievements to be materially different from any expressed or implied by these forward-looking statements.

These risks, uncertainties, and factors are discussed under “Risk Factors” and elsewhere in our public filings with the SEC from time to time, including our annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. You are advised to carefully consider these various risks, uncertainties and other factors. Although our company’s management believes that the forward-looking statements contained in this proxy statement are reasonable, it can give no assurance that its expectations will be fulfilled. Forward-looking statements are made as of today’s date, and we undertake no duty to update or revise them.

Stockholder Proposals

From time to time, stockholders present proposals that may be proper subjects for inclusion in a proxy statement and for consideration at an annual meeting of stockholders. To be included in the proxy statement for our 2018the 2020 Annual Meeting of Stockholders, proposals must be received by us no later than April 24, 2018December28, 2019 and otherwise must comply with SEC rules governing inclusion of such proposals. Any proposal received after April 24, 2018December28, 2019 will be untimely, in accordance with SEC rules and regulations.

Matters (other than nominations of candidates for election as directors) may be brought before the meeting by stockholders only by complying with the procedure set forth in the Bylaws of our company, which in summary requires notice in writing to the Corporate Secretary of our companycorporation secretary be delivered or mailed to, and received at, our principal executive office not less than 60 days nor more than 90 days prior to the anniversary of the prior year’s annual meeting. Each such stockholder notice shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (1) a brief description of the matter desired to be brought before the annual meeting and the reasons for bringing such matter before the annual meeting; (2) the name and address, as they appear on our company’s books, of the stockholder proposing such business; (3) the class and number of shares of our company which are beneficially owned by the stockholder; (4) any material interest of the stockholder in such business; and (5) any other information that is required to be provided by the stockholder pursuant to applicable SEC rules. For information regarding nominating candidates for election as directors, refer to description under “Committees of the Board of Directors” in the Board Matters and Corporate Governance section above.

Householding

Under rules adopted by the SEC, we are permitted to deliver a single set of proxy materials to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This process, called householding, allows us to reduce the number of copies of these materials we must print and mail. Even if householding is used, each stockholder will continue to be entitled to submit a separate proxy or voting instruction.

If you share the same last name and address with another of our stockholders who also holds his or her shares directly, and you each wish to start householding for our annual reports and proxy statements, please contact usour corporation secretary at our principal executive offices at Storgatan 23C, 11455114 55 Stockholm, Sweden, or by calling us at 46 (0) 8 667 17 17.

If you consent to householding, your election will remain in effect until you revoke it. Should you later revoke your consent, you will be sent separate copies of those documents that are mailed at least 30 days or more after receipt of your revocation.

In addition, some broker and bank record holders who hold shares of our common stock for beneficial owner street name holders may be participating in the practice of householding proxy statements and annual reports. If your household receives a single set of proxy materials for this year, but you prefer to receive your own copy, contact us as stated above, and we will promptly send you a copy. If a broker or bank holds shares of our common stock for your benefit and you share the same last name and address with another stockholder for whom a broker or bank

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holds shares of our common stock, and together both of you prefer to receive only a single set of our disclosure documents, contact your broker or bank as described in the voter instruction card or other information you received from your broker or bank.

Directions to Annual Meeting Location

All of our stockholders of record as of the close of business on August 8, 2017April10, 2019 may attend the 20172019 Annual Meeting. “Street name” holders also are invited to attend the meeting; however, if you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or bank.

If you do attend the 20172019 Annual Meeting at our office in Stockholm, most people will find it easiest to take the train or a taxi from the Stockholm Arlanda Airport. The train (the Arlanda express) takes approximately twenty minutes to the central station, and from there take a taxi to our office. If you want to take the subway, the nearest station is Östermalmstorg. The address of our office where the 20172019 Annual Meeting will be held is Storgatan 23C (Östermalmstorg).

Other Matters

The Board of Directors of our company knows of no matters to be presented for stockholder action at the 20172019 Annual Meeting other than as set forth in this proxy statement. However, other matters may properly come before the 20172019 Annual Meeting or any adjournment or postponement thereof. In the event that other matters properly come before the 20172019 Annual Meeting, the proxy holder(s) will vote as recommended by the Board or, if no recommendation is given, at the discretion of the proxy holder(s).