UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Filed by a Party other than the Registrant ☐
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☐ | Preliminary Proxy Statement |
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☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-12 |
Envirotech Vehicles, Inc.
(Name of Registrant as Specified in Its Charter)
Not Applicable
Envirotech Vehicles, Inc. |
(Name of Registrant as Specified in Its Charter) |
Not Applicable |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Title of each class of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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☐ | Fee paid previously with preliminary materials. |
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ENVIROTECH VEHICLES, INC.
1425 Ohlendorf Road
Osceola, Arkansas 72370
October 26, 2023
Envirotech Vehicles, Inc.
1215 Graphite Drive
Corona, California 92881
June 21, 2021
Dear Stockholder:
You are cordially invited to attend the 20212023 Annual Meeting of Stockholders of Envirotech Vehicles, Inc., formerly known as ADOMANI, Inc.,(the “Annual Meeting”) to be held in a virtual meeting format only,virtually, via a live webcast, on Tuesday, August 3, 2021,Wednesday, December 13, 2023, at 10:9:00 a.m., Pacific Time. You will not be able to attend the Annual Meetingin-person. The formal Notice of the Annual Meeting of Stockholders and Proxy Statement accompanying this letter describe the business to be actedupon at the meeting.
In order to attend the Annual Meeting virtually, you will need to register to attend prior to the registration deadline of 5:00 p.m., Eastern Time, on Sunday, August 1, 2021, by visiting https://agm.issuerdirect.com/adom and following the related registration instructions. Upon completing your registration, you will receive further instructions informing you how to access the Annual Meeting and how to vote and submit questions during the Annual Meeting.
Your vote is important to us and your shares should be represented at the Annual Meeting whether or not you are personally able to attend the virtual Annual Meeting via live webcast. Accordingly, I encourage you to mark, sign, date and return your proxy card promptly using the postage-paid envelope provided, or vote by calling the toll-free telephone number or by using Internet voting as described in the voting instructions provided to you at your earliest convenience.
Thank you for your continued support of Envirotech Vehicles.
Sincerely,
/s/ Phillip W. Oldridge
Phillip W. Oldridge
Chief Executive Officer and Chairman of the Board
Envirotech Vehicles, Inc.
Sincerely, | |
/s/ Phillip W. Oldridge | |
Phillip W. Oldridge Chief Executive Officer and Chairman of the Board Envirotech Vehicles, Inc. |
Your vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Annual Meeting. If you are a stockholder of record, you may also cast your vote online at the Annual Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Special Meeting by obtaining a proxy from your brokerage firm or bank.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on Wednesday, December 13, 2023, at 9:00 a.m., Pacific Time: This notice of meeting and the accompanying Proxy Statement are available at www.virtualshareholdermeeting.com/EVTV2023.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held at 10:9:00 a.m., Pacific Time, on Tuesday, August 3, 2021Wednesday, December 13, 2023
The 20212023 Annual Meeting of Stockholders (the “Annual Meeting”“Annual Meeting”) of Envirotech Vehicles, Inc., a Delaware corporation (“EVTV,EVT,” the “Company”“Company” or “we”“we”), will be held in a virtual meeting format only,virtually, via live webcast, on Tuesday, August 3, 2021,Wednesday, December 13, 2023, at 10:9:00 a.m., Pacific Time,Time. You will not be able to attend the Annual Meeting in person. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/EVTV2023.
The Annual Meeting will be held for the purpose of considering and acting upon the following:following purposes:
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The proposals referred to above are more fully described in our Proxy Statement. We have elected to avail ourselves of the rules that allow companies to furnish their proxy materials via the Internet. As a result, our Proxy Statement has been made available on the Internet and we have mailedwill mail a Notice of Internet Availability of Proxy Materials (the “Notice”“Notice”) containing instructions on how to access our Proxy Statement and our annual reportAnnual Report on Form 10-K for the year ended December 31, 2022 to stockholders outlining our operations during our 20202022 fiscal year (the “Annual Report”“Annual Report”) on or about June 22, 2021.November 3, 2023. The Notice also contains instructions on how to request a paper copy of our Proxy Statement and Annual Report.
Your vote is important. You are entitled to vote only if you were a stockholder at the close of business on June 15, 2021,October 16, 2023, the record date for the Annual Meeting. We hope that you will attend the Annual Meeting via live webcast, but if you cannot do so, please complete, date, and sign your Proxy Card and return it in the accompanying envelope as promptly as possible, or vote by calling the toll-free telephone number or electronically over the Internet using the instructions provided in the Notice. Returning the Proxy Card (or voting electronically) will not affect your right to vote electronically if you attend the virtual Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF“FOR” THE NOMINEESNOMINEE FOR CLASS IIII DIRECTOR LISTED IN PROPOSAL 1 “FOR”AND “FOR” THE RATIFICATION OF MALONEBAILEY, LLPBARTON CPA, PLLC IN PROPOSAL 2, AND “FOR” PROPOSAL 3 AND PROPOSAL 4.
BY ORDER OF THE BOARD OF DIRECTORS:
Dated: June 21, 2021/s/ Phillip W. Oldridge
Phillip W. Oldridge
Chief Executive Officer and Chairman of the Board
Envirotech Vehicles, Inc.
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BY ORDER OF THE BOARD OF DIRECTORS: | |
Dated: October 26, 2023 | /s/ Phillip W. Oldridge |
Phillip W. Oldridge Chief Executive Officer and Chairman of the Board Envirotech Vehicles, Inc. |
ENVIROTECH VEHICLES, INC.
1215 Graphite Drive1425 Ohlendorf Road
Corona, California 92881Osceola, Arkansas 72370
PROXY STATEMENT
2021
2023 ANNUAL MEETING OF STOCKHOLDERS
To be held at 10:9:00 a.m., Pacific Time, on Tuesday, August 3, 2021Wednesday, December 13, 2023
The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”“Board”) of Envirotech Vehicles, Inc., a Delaware corporation (“EVTV,EVT,” the “Company”“Company” or “we”“we”), for use at the 20212023 Annual Meeting of Stockholders (the “Annual Meeting”“Annual Meeting”) to be held in a virtual meeting format only,virtually, via live webcast, on Tuesday, August 3, 2021,Wednesday, December 13, 2023, at 10:9:00 a.m., Pacific Time, or at any postponement or adjournment of the Annual Meeting, for the purposes set forth in this Proxy Statement and in the accompanying Notice of Annual Meeting of Stockholders. You will not be able to attend the Annual Meeting in-person. We have elected to avail ourselves of the rules that allow companies to furnish their proxy materials via the Internet. As a result, this Proxy Statement has been made available on the Internet and we have mailedwill mail a Notice of Internet Availability of Proxy Materials (the “Notice”“Notice”) containing instructions on how to access this Proxy Statement and our annual reportAnnual Report on Form 10-K for the year ended December 31, 2022 to stockholders outlining our operations during our 20202022 fiscal year (the “Annual Report”“Annual Report”) on or about June 22, 2021.November 3, 2023. The Notice also contains instructions on how to request a paper copy of this Proxy Statement and the Annual Report.
Why am I receiving these materials?
We have made available this Proxy Statement because you held shares of our common stock, par value $0.00001 per share (“our (our “common stock”stock”), on June 15, 2021October 16, 2023 (the “Record Date”“Record Date”) and are entitled to vote at the Annual Meeting. Our Board is soliciting your proxy to vote at the Annual Meeting. This Proxy Statement summarizes the information you need to vote at the Annual Meeting.
You are invited to virtually attend the Annual Meeting to vote on the Proposals described in this Proxy Statement. However, you do not need to virtually attend the Annual Meeting to vote your shares of our common stock. Instead, you may vote your shares using one of the other voting methods described in this Proxy Statement. Regardless of whether you expect to attend the Annual Meeting, please vote your shares as soon as possible in order to ensure your representation at the Annual Meeting.
The Notice, which directs stockholders to a website where they can access our Proxy Statement and Annual Report, waswill be made available to stockholders beginning on or about June 22, 2021.November 3, 2023. Please read this Proxy Statement, as it contains important information you need to know to vote at the Annual Meeting.
Who can attend the Annual Meeting?
Any person who was a stockholder or a beneficial owner on the Record Date and who has registered to attend the Annual Meeting prior to the registration deadline of 5:00 p.m., Eastern Time, on Sunday, August 1, 2021, may attend the Annual Meeting. To register for the virtual Annual Meeting, you must visit https://agm.issuerdirect.com/adom and follow the related instructions to complete the registration process prior to the registration deadline. Upon completingIf your registration, you will receive further instructions informing you how to access the Annual Meeting and how to vote and submit questions during the Annual Meeting. If you own shares are held in street name and you should ask your brokerage firm, bank, dealer or other similar organization for a legal proxy in order to register for the Annual Meeting. If you do not receive a legal proxy in time, you may provide your most recent brokerage statement so that we can verify your ownership of our stock and permit you to register to attend the virtual Annual Meeting. You will not, however, be able would like to vote your shares at the Annual Meeting, withoutyou will need to obtain a legal proxy.valid proxy from the broker, bank, trustee or nominee that holds your shares giving you the right to vote the shares at the Annual Meeting.
What is the purpose of the Annual Meeting?
At the Annual Meeting, our stockholders will be asked to consider and vote upon the proposals and other matters described in this Proxy Statement and any other matters that properly come before the Annual Meeting.
When and where will the Annual Meeting be held?
The Annual Meeting will be held in a virtual meeting format only,virtually, via live webcast, on Tuesday, August 3, 2021,Wednesday, December 13, 2023, at 10:9:00 a.m., Pacific Time. In orderYou will be able to attend the Annual Meeting, virtually, you will need to visit https://agm.issuerdirect.com/adomvote and register to attendsubmit your questions during the Annual Meeting priorvia live webcast by visiting www.virtualshareholdermeeting.com/EVTV2023. Prior to the registration deadline of 5:00 p.m., Eastern Time, on Sunday, August 1, 2021, by following the related instructions.Annual Meeting, you will be able to vote at www.proxyvote.com. As part of the registration process, you must enter the 12- or 16-digit control number shown on your Proxy Card
or the Notice. Upon completing your registration, you will receive further instructions informing you how to access the Annual Meeting and how to vote and submit questions during the Annual Meeting.
Why is the Annual Meeting being held virtually?
The Annual Meeting is being held in a virtual-only format in order to keep the participants, as well as their families and communities, safe in light of the global pandemic resulting from COVID-19, and comply with applicable rules, regulations and public health guidance. This is often referred to as a “virtual Annual Meeting.” The webcast will allow all stockholders to attend and participate in the Annual Meeting, regardless of their physical location. As with an in-person meeting, you will be able to vote and ask questions during the Annual Meeting.
How can I participate in the Annual Meeting?
All holders of our common stock as of the close of business on the Record Date and persons holding valid legal proxies from such stockholders are invited to attend the Annual Meeting. In order to attend the Annual Meeting virtually, you will need to visit https://agm.issuerdirect.com/adom and register to attend the Annual Meeting prior to the registration deadline of 5:00 p.m., Eastern Time, on Sunday, August 1, 2021, by following the related instructions. As part of the registration process, you must enter the 12- or 16-digit control number shown on your Proxy Card or the Notice. Upon completing your registration, you will receive further instructions informing you how to access the Annual Meeting and how to vote and submit questions during the Annual Meeting.
Why is the Annual Meeting being held virtually?
The Annual Meeting is being held in a virtual-only format. This is often referred to as a “virtual Annual Meeting.” The webcast will allow all stockholders to attend and participate in the Annual Meeting, regardless of their physical location. We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and the Company. As with an in-person meeting, you will be able to vote and ask questions during the Annual Meeting.
How can I participate in the Annual Meeting?
All holders of our common stock as of the close of business on the Record Date and persons holding valid legal proxies from such stockholders are invited to attend the Annual Meeting. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/EVTV2023. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com. As part of the registration process, you must enter the 16-digit control number shown on your Proxy Card or the Notice. Upon completing your registration, you will receive further instructions informing you how to access the Annual Meeting and how to vote and submit questions during the Annual Meeting.
The Annual Meeting is scheduled to begin at 10:9:00 a.m., Pacific Time, on Tuesday, August 3, 2021.Wednesday, December 13, 2023. Online access to the virtual Annual Meeting will open prior to the start of the Annual Meeting to allow time for you to log-in and test your device and to vote your shares should you not have done so previously. We encourage you to access the Annual Meeting website prior to the scheduled start time.
Rules for the virtual Annual Meeting will be no different that if it were held in-person. Professional conduct is appreciated and all Q&A sessions will be conducted at the right time during the Annual Meeting.
How can I ask questions during the virtual Annual Meeting?
You can submit questions in writing in advance of the virtual
This year's Annual Meeting by sending an email to proxy@issuerdirect.com. Please include your 12- or 16-digit control number, along with your name and email address. No questions will be taken in any other manner the daya completely “virtual meeting” of shareholders. You will be able to attend the Annual Meeting.Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/EVTV2023. We intend to answer as many questions pertaining to Company matters, as time allows during the Annual Meeting. Questions that are substantially similar may be grouped together to avoid repetition and ensure we are able to answer as many questions as time allows in the virtual format.
Will I be able to vote my shares during the virtual Annual Meeting?
All holders of our common stock as of the close of business on the Record Date and persons holding valid legal proxies from such stockholders, in each case, that have registered to attend the Annual Meeting prior to the registration deadline of 5:00 p.m., Eastern Time, on Sunday, August 1, 2021, may vote their shares electronically during the Annual Meeting by visiting the virtual meeting site at https://agm.issuerdirect.com/adomwww.virtualshareholdermeeting.com/EVTV2023 and following the related instructions. As part of the registration process, you will need to enter the 12- or 16-digit control number shown on your Proxy Card or the Notice, and followingfollow the related instructions. Whether or not you plan to attend the virtual Annual Meeting, you are encouraged to vote your shares prior to the start of the Annual Meeting by oneat www.proxyvote.com.
What if I have technical difficulties or trouble accessing the virtual Annual Meeting website?
We encouragewill have technicians ready to assist you to test your computer and internet browser prior towith technical difficulties you may have accessing the virtual meeting. If you experienceencounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical difficulties, please visit https://www.webcaster4.com/support.support number that will be posted on the Virtual Shareholder Meeting log in page.
What is a “proxy”“proxy”?
The term “proxy,” when used with respect to a stockholder, refers to either a person or persons legally authorized to act on the shareholder’s behalf or a format that allows the shareholder to vote without attending the virtual Annual Meeting. Because it is important that as many stockholders as possible be represented at the Annual Meeting, theour Board asks that you review this Proxy Statement carefully and then vote by following the instructions set forth on your Proxy Card. In voting prior to the Annual Meeting, you will deliver your proxy to Michael K. Menerey (the “Proxy Holder”Douglas M. Campoli or Susan M. Emry (each a “Proxy Holder”), which means you will authorize Mr. Menerey,Campoli and Ms. Emry, in histheir capacity as the Proxy Holder,Holders, to vote your shares at the Annual Meeting in the way you instruct. All shares represented by valid proxies will be voted in accordance with the stockholder’s specific instructions.
What proposals will be voted on at the Annual Meeting?
Stockholders will vote on the following proposals (the “Proposals”“Proposals”) at the Annual Meeting:
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If any other matter is properly brought before the Annual Meeting, your executed proxy would authorize the Proxy HolderHolders to vote on such matters in the Proxy Holder’sHolders’ discretion.
Who is entitled to vote at the Annual Meeting?
Only stockholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the Annual Meeting. If you were a stockholder of record on the Record Date, you will be entitled to vote all of the shares of our common stock that you held on that date at the Annual Meeting or at any postponement or adjournment of the Annual Meeting.
What does it mean to be a “shareholder“shareholder of record”record”?
If, at 5:00 p.m., Eastern Time, on the Record Date, your shares of our common stock were registered directly in your name with our transfer agent, then you are a “shareholder of record.” As a “shareholder of record,” you may vote at the virtual Annual Meeting or vote in advance of the Annual Meeting by proxy. Regardless of whether you plan to attend the Annual Meeting, we urge you to vote your shares using one of the voting methods described in this Proxy Statement and the accompanying Proxy Card.
What does it mean to be a “beneficial owner”“beneficial owner” of shares held in “street name”“street name”?
If, at 5:00 p.m., Eastern Time, on the Record Date, your shares of our common stock were held in an account at a broker, bank, or other financial institution (we refer to each of those organizations as a “broker”), then you are the “beneficial owner” of shares held in “street name” and these proxy materials are being made available to you by that broker. The broker holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. You have the right to direct your broker on how to vote the shares in your account by following the instructions printed on the voting instruction form received from the broker holding such shares.
How many votes do I have?
On each matter to be voted upon, you will have one vote for each share of our common stock that you owned on the Record Date. For a description of the vote required to approve the Proposals, please see “What vote is required to approve the Proposals” below.
How many votes can be cast by all stockholders?
We had 293,600,46315,106,088 outstanding shares of our common stock on the Record Date, and each of those shares of our common stock is entitled to one vote. Stockholders are not entitled to cumulatecumulative voting rights.
How many votes must be present to hold the Annual Meeting?
To conduct business at the Annual Meeting, a quorum must be present. The presence in person or by proxy of the holders of a majority of the shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum. Thus, holders representing at least 7,553,045 votes must be represented in person or by proxy at the virtual Annual Meeting to have a quorum. We count proxies marked “abstain” as to a particular proposal for purposes of determining the presence or absence of a quorum at the Annual Meeting for the transaction of business. Under Delaware law, abstentions are treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum. If a quorum should not be present, the Annual Meeting may be adjourned from time to time until a quorum is obtained.
How do I vote my shares?
Stockholders of record and beneficial owners at the close of business on the Record Date can vote in advance of the Annual Meeting by mail, telephone or Internet, or at the Annual Meeting by visiting the virtual meeting site at https://agm.issuerdirect.com/adom,www.virtualshareholdermeeting.com/EVTV2023, each of which method is further described below. Whether or not you plan to attend the virtual Annual Meeting, we strongly encouraged you to vote your shares in advance of the Annual Meeting by mail, telephone or Internet.
Voting by Internet. If you are a registered stockholder (that is, if your stock is registered in your name), you may usevia the Internet to vote your proxy 24 hours a day, 7 days a week. Have your Proxy Card or Notice in hand when you logtelephone must be completed by 11:59 PM EDT on and follow the instructions included with your Proxy Card or Notice. You are encouraged to vote electronically by Internet. If you vote by Internet, you do not need to return your Proxy Card.December 12, 2023.
Voting by Telephone. If you are a registered stockholder (that is, if your stock is registered in your name), you may use a telephone to vote your proxy 24 hours a day, 7 days a week. Have your Proxy Card or Notice in hand when you call and follow the instructions included with your Proxy Card or Notice. If you vote by telephone, you do not need to return your Proxy Card.
• | Voting by Internet. Prior to the meeting, you may use the Internet by visiting www.proxyvote.com to voteyour proxy 24 hours a day, 7 days a week. During the meeting, you may use the Internet by visiting www.virtualshareholdermeeting.com/EVTV2023 to voteyour proxy. Have your Proxy Card or Notice in hand when you log on and follow the instructions included with your Proxy Card or Notice. You are encouraged to vote electronically by Internet. If you vote by Internet, you do not need to return your Proxy Card. |
Voting by Mail. To vote by mail, please sign, date and return to us as soon as possible the enclosed Proxy Card. An envelope with postage paid, if mailed in the United States, is provided for this purpose. Properly executed proxies that are received in time and not subsequently revoked will be voted as instructed on the Proxy Card. If you vote by Internet as described above, you need not also need to mail your Proxy Card to us.
• | Voting by Telephone. You may vote by proxy by calling 1-800-690-6903 and following the instructions on the Proxy Card 24 hours a day, 7 days a week. Have your Proxy Card or Notice in hand when you call and follow the instructions included with your Proxy Card or Notice. If you vote by telephone, you do not need to return your Proxy Card. |
Voting at the Annual Meeting. If you are a registered stockholder (that is, if your stock is registered in your name) that has registered to attend the Annual Meeting prior to the registration deadline of 5:00 p.m., Eastern Time, on Sunday, August 1, 2021, you may vote electronically at the Annual Meeting by visiting the virtual meeting site at https://agm.issuerdirect.com/adom and following the related instructions on how to attend and participate in the virtual Annual Meeting included in this Proxy Statement and the accompanying materials, as well as the additional instructions provided on the virtual meeting site at https://agm.issuerdirect.com/adom.
• | Voting by Mail. To vote by mail, please mark, sign, and date your Proxy Card and return it to us as soon as possible by returning it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Properly executed proxies that are received in time and not subsequently revoked will be voted as instructed on the Proxy Card. If you vote by Internet or telephone as described above, you do not need to mail your Proxy Card to us. |
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting, you are strongly encouraged to vote youyour sharesprior to the start of the Annual Meeting by one of the methods described above. If you vote electronically at the Annual Meeting, you will revoke any prior proxy you may have submitted. If you vote in advance of the Annual Meeting, you will not need to vote at the Annual Meeting unless you wish to revoke your proxy and change your previous vote. If you need assistance in revoking your proxy or changing your vote, please call us at (951) 407-9860.
Can I revoke a previously delivered proxy or change my vote after I deliver my proxy?
Yes, you may revoke a previously delivered proxy by delivering another properly completed proxy with a later date (including via Internet), or by delivering written notice of revocation of your proxy to the attention of our Chief Financial Officer at our principal executive offices located at 1215 Graphite Drive, Corona, California 92881,1425 Ohlendorf Road, Osceola, AR 72370, in each case before the exercise of the previously delivered proxy at the Annual Meeting. If you have registered to attend the Annual Meeting prior to the registration deadline of 5:00 p.m., Eastern Time, on Sunday, August 1, 2021, youYou may also revoke your proxy by attending the Annual Meeting and voting electronically by following the instructions available on the virtual Annual Meeting website, although attendance at the Annual Meeting will not, in and of itself, revoke a valid proxy that was previously delivered. IfYou will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/EVTV2023. Prior to the Annual Meeting, you hold shares through a brokerage firm, bank, dealer or other similar organization, you must contact that brokerage firm, bank, dealer or other similar organizationwill be able to revoke any prior voting instructions.vote at www.proxyvote.com.
How do I vote if my shares are held in “street name”“street name”?
If
You will be able to attend the Annual Meeting, vote and submit your shares are held in “street name,” please check your Notice or contact your broker, bank or other nomineequestions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/EVTV2023. Prior to determine whetherthe Annual Meeting, you will be able to vote by Internet or telephone. If you own shares in “street name” and desire to vote your shares during the virtual Annual Meeting, you should ask your brokerage firm, bank, dealer or other similar organization for a legal proxy in order to register for the Annual Meeting. If you do not receive a legal proxy in time, you may provide your most recent brokerage statement so that we can verify your ownership of our stock and permit you to register to attend the virtual Annual Meeting. You will not, however, be able to vote your shares at the Annual Meeting without a legal proxy.www.proxyvote.com If your shares are held in “street name” and you do not make arrangements with your broker to vote your shares of our common stock, then your broker is not permitted to exercise discretion and will not vote your shares on any non-routine proposal, which is called a “broker non-vote.”
Will my shares be voted if I do not provide instructions to my broker or nominee?
When a matter to be voted on at a stockholders meeting is the subject of a contested solicitation, under applicable rules, brokers no longer have discretion to vote shares that they hold in their name on behalf of a third party. Therefore, if you hold your shares in
the name of your broker and you do not provide your broker with specific instructions regarding how to vote on a Proposal, your broker will not be permitted to vote your shares on such Proposal. This is called a “broker non-vote.” For example, if you do not provide your broker instructions on Proposal 1, the broker will not vote your shares on Proposal 1.
Please remember to give your broker specific instructions when returning your proxy. If you previously returned a proxy without specific instructions regarding how your shares are to be voted, please complete and return your proxy to your broker with specific voting instructions.
What is a “broker non-vote”“broker non-vote”?
A “broker non-vote” occurs when shares held by a broker in street name for a beneficial owner are not voted with respect to a Proposal because the broker has not received voting instructions from the stockholder who beneficially owns the shares, and the broker lacks the authority to vote the shares at their discretion. Under applicable rules, brokers do not have the authority to approve an amendment to our Amended and Restated Certificate of Incorporation or approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of such Proposal. As such, a broker may not vote your shares with respect to such Proposals, or any other non-discretionary matters, without your instructions. If your shares are held of record by a bank, broker or other nominee, we urge you to give instructions to your bank, broker or other nominee as to how you wish your shares to be voted so you may participate in the stockholder voting on these important matters.
Proposal 2 (the ratification of the appointment of Barton CPA, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2023) is a routine matter on which your broker can exercise voting discretion. Proposal 1 is considered non-routine and therefore brokers cannot use discretionary authority to vote shares on Proposal 1 or on other non-routine proposals to be considered at the Annual Meeting if they have not received instructions from their clients. Please submit your vote instruction form so your vote is counted.
What vote is required to approve the Proposals?
Assuming the presence of a quorum at the Annual Meeting:
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The affirmative vote of a majority of the shares of our common stock outstanding
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Proposal 4—Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 3.
The affirmative vote of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote on the matter
No
The votesvote on ProposalsProposal 1 3 and 4 areis a “non-discretionary” mattersmatter under applicable stock exchange rules, meaning that if you are the beneficial owner of shares of our common stock and do not instruct your broker how to vote with respect to such Proposals,Proposal, your broker is not permitted to vote on such ProposalsProposal and your votesvote will be counted as broker non-votes. Because Proposal 2 is considered a routine matter, discretionary votes by brokers will be counted.
The election of the Class I directorsIII director contemplated by Proposal 1 requires the affirmative vote of the holders of a plurality of votes represented by the shares in attendance or represented by proxy at the Annual Meeting and entitled to vote thereon. As such, the Class IIII director nomineesnominee receiving the highest number of affirmative votes of the vote cast will be elected to theour Board. Abstentions and broker non-votes will have no effect in determining the results of the voting on the Class I directorsIII director at the Annual Meeting.
Because ProposalsProposal 2 and 4 requirerequires the affirmative approval of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote on the matter, broker non-votes will have no effect on the outcome of such ProposalsProposal and abstentions will have the same effect as a vote against such Proposals.
Because Proposal 3 requires the affirmative approval of a majority of the issued and outstanding shares of our common stock entitled to vote, both broker non-votes and abstentions will have the effect of a vote against such Proposal.
How does theour Board recommend that I vote?
Our Board recommends that you vote:
“FOR” Proposal 1—Election of the Class IIII director nomineesnominee named in Proposal 1 to the Board;
“FOR”Proposal 2—Approval of the ratification of the appointment of MaloneBailey, LLPBarton CPA, PLLC as our independent registered publicaccounting firm for the fiscal year ending December 31, 2021;2023;
FOR Proposal 3—Approval of an amendment to our Amended and Restated Certificate of Incorporation to implement a reverse stock split, within a range from 1-for-4 to 1-for-20, with the exact ratio of the reverse stock split to be determined by the Board; and
FOR Proposal 4—Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 3.
If I give a proxy, how will my shares be voted?
Proxies received by us before the Annual Meeting will be voted at the Annual Meeting in accordance with the instructions indicated thereon. If you properly return your proxy but do not include voting instructions, the shares subject to your proxy will be voted in accordance with the recommendation of theour Board on the matter presented in this Proxy Statement. Unsigned Proxy Cards will not be voted. If you vote in advance of the Annual Meeting by telephone or the Internet, you do not need to return your Proxy Card.
If the Annual Meeting is postponed or adjourned, your proxy will remain valid and may be voted at the postponed or adjourned meeting, and you will be able to revoke your proxy until it is voted at the postponed or adjourned meeting.
What if other matters are voted on at the Annual Meeting?
With respect to any other matter that properly comes before the Annual Meeting, the Proxy Holder will vote the proxies in his discretion in accordance with the Proxy Holder’s best judgment and in the manner the Proxy Holder believes to be in the best interest of EVTV.EVT. For example, if you do not give instructions on your Proxy Card or by telephone or the Internet, and a nominee for director listed on the Proxy Card or the Notice, as applicable, withdraws before the election (which is not now anticipated), your shares will be voted by the Proxy Holder for any substitute nominee as may be nominated by theour Board.
On the date we filed this Proxy Statement with the Securities and Exchange Commission (“SEC”SEC”), the Board did not know of any other matter to be brought before the Annual Meeting.
How will my shares be voted if I mark “abstain”“abstain” on my proxy?
We will count a properly executed proxy marked “abstain” as present for purposes of determining whether a quorum is present, but the shares represented by that proxy will not be voted at the Annual Meeting for the Proposals so marked.
What does it mean if I receive more than one Notice?
If you hold your shares of our common stock in more than one account, you will receive a Notice for each account. To ensure that all of your shares are voted, please vote using each Proxy Card you receive or, if you vote by telephone or Internet, you will need to enter each of the 12- or 16-digit control numbers found on your Proxy Cards or the Notices. Remember, you may vote by telephone or the Internet or by signing, dating and returning the Proxy Card in the postage-paid envelope provided.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K, which we will file with the SEC within four business days after the Annual Meeting.
Do I Have Dissenters’ Rights of Appraisal?
Our stockholders do not have appraisal rights under Delaware law or under our governing documents with respect to the matters to be voted upon at the Annual Meeting.
Is My Vote Confidential?
Yes, your vote is confidential. The only persons who have access to your vote are the inspector of elections, individuals who help with processing and counting your votes, and persons who need access for legal reasons. Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to our Company’s management and our Board.
When are stockholder proposals due for the next Annual Meeting?
Under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”“Exchange Act”), any stockholder desiring to include a proposal in our Proxy Statement with respect to our 20222024 Annual Meeting of Stockholders should arrange for such proposal to be delivered to us at our corporate headquarters no later than February 22, 2021July 8, 2024 in order to be considered for inclusion in our proxy statement relating to such annual meeting.meeting; provided, however, that if the date of the 2024 Annual Meeting of Shareholders is more than 30 days before or after December 13, 2024, notice by the shareholder must be delivered a reasonable time before the Company begins to print and send its proxy materials. Matters pertaining to such proposals, and the eligibility of persons entitled to have such proposals included, are regulated by the Exchange Act and the rules of the SEC. Although theour Board will consider stockholder proposals, we reserve the right to omit from our proxy statement, or to recommend votes against, stockholder proposals that we are not required to include under Rule 14a-8 under the Exchange Act.
In addition, pursuant to our Amendedamended and Restated Bylaws,restated bylaws, any stockholder desiring to submit a proposal for action or nominate one or more persons for election as directors at our 20222024 Annual Meeting of Stockholders pursuant to the advance notice provisions of our Amendedamended and Restated Bylawsrestated bylaws must submit a notice of the proposal or nomination to us between March 1, 2021July 16, 2024 and March 31, 2022,August 15, 2024, or else it will be considered untimely and ineligible to be properly brought before such annual meeting. In each case, the notice of the proposal or nomination must include certain information specified in our Amendedamended and Restated Bylaws,restated bylaws, including information concerning the nominee or proposal, as the case may be, and information about the stockholder’s ownership of and agreements relating to our capital stock. In the event that our 20222024 Annual Meeting of Stockholders is not held between June 29, 2022November 13, 2024 and August 28, 2022,January 12, 2025, under our Amendedamended and Restated Bylaws,restated bylaws, this notice must be provided not later than the close of business on the later of (a)(a) the ninetieth day prior to the 20222024 Annual Meeting of Stockholders or (b) the tenth day following the date on which we publicly announce the date of the 20222024 Annual Meeting of Stockholders.
All such notices should be submitted in writing to our Corporate Secretary at our corporate headquarters at Envirotech Vehicles, Inc., 1215 Graphite Drive, Corona, California 92881.1425 Ohlendorf Road, Osceola, Arkansas 72370.
Who is paying for this proxy solicitation?
We will bear the entire cost of solicitation of proxies from our stockholders. Copies of solicitation materials will be furnished to brokerage firms, banks, dealers and other similar organizations holding in their names shares of our common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of our common stock for their costs of forwarding solicitation materials to such beneficial owners. In addition to the mailing of this Proxy Statement, the solicitation of proxies or votes may be supplemented by telephone, electronic communication, or personal solicitation by our directors, officers or other regular employees. No additional compensation will be paid to directors, officers or other regular employees for such services.
How can I obtain additional information about EVTV?EVT?
Copies of our Annual Report are available on our website at www.evtvusa.com and will be furnished without charge to stockholders upon written request. Exhibits to the Annual Report will be provided upon written request. All written requests should be mailed to the attention of our Corporate Secretary at our principal executive offices located at 1215 Graphite Drive, Corona, California 92881.1425 Ohlendorf Road, Osceola, Arkansas 72370.
We are subject to the informational requirements of the Exchange Act, which requires that we file reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding companies, including us, that file electronically with the SEC. The SEC’s website is located at http://www.sec.gov.www.sec.gov.
ELECTION OF CLASS I DIRECTORSIII DIRECTOR
Our Board currently consists of sevenfive directors divided into three classes, with each class holding office for a three-year term. Each director serves until such director’s successor is duly elected and qualified or such director’s earlier resignation, death or removal. Upon the recommendation of our Nominating and Corporate Governance Committee, theour Board has nominated Pam Compton and Terri White Elk, ourPhillip W. Oldridge a current Class I directors,III director, for re-election at the Annual Meeting for a three-year term that will expire at the 20242026 Annual Meeting of Stockholders. Ms. Susan M. Emry, our other Class III director will not stand for reelection.
Ms. Compton and Ms. White Elk have
Mr. Oldridge has consented to serve if elected.re-elected. If either of themMr. Oldridge becomes unavailable to serve as a director, our Board may designate a substitute nominee. In that case, the Proxy HolderHolders will vote for the substitute nominee designated by our Board. Our Board has no reason to believe that Ms. Compton or Ms. White ElkMr. Oldridge will be unable to serve. There are no agreements or understandings pursuant to which Ms. Compton or Ms. White ElkMr. Oldridge or any of our directors was selected to serve as a director.
All of our directors are expected to attend the Annual Meeting. All of our directors attended our 20202022 Annual Meeting of Stockholders.
INFORMATION ABOUT THE DIRECTOR NOMINEESNOMINEE
The following table provides information regarding our director nominees,nominee, his or her age, the year in which he or she became a director, his or her principal occupation or employment during the past five years, directorships held with other public companies at any time during the past five years and other biographical data. Included in the biography of our nominees is a description of the particular experience, qualifications, attributes or skills that led the Board to conclude that the nominee should serve as one of our directors.
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Pam Compton, Director
Pam Compton has served as a director since March 2021. Since January 2020, Ms. Compton has served as a Branch Retail Executive of a branch of BBVA USA, where she presides over the daily operations of the bank branch. From October 2018 to January 2020, Ms. Compton was Vice President and Relationship Manager at a branch of Pacific Premier Bank. Prior to joining Pacific Premier Bank, Ms. Compton was Vice President and Relationship Manager at First Bank in Jurupa Valley, California, a position she held from October 2016 until October 2018. From July 2004 to October 2016, Ms. Compton was a Vice President and Relationship Manager at JPMorgan Chase & Co. We believe that Ms. Compton is qualified to serve as a director due to her extensive experience in the banking and financial services industry.
Terri White Elk, Director
Terri White Elk has served as a director since March 2021. Ms. While Elk is a member of the Real Estate Investment Sales team at Keller Williams Realty SW in Las Vegas, Nevada, a position she has held since July 2003. Ms. White Elk also served as Operations Manager of Innovative Real Estate Strategies, a real estate and investment firm based in Las Vegas, Nevada, from July 2009 until May 2018, and was a Sales Executive at Legacy Partners Inc., a real estate development firm, from March 2005 until September 2008. Ms. White Elk received a Bachelor of Arts degree in Political Science from Arizona State University. We believe that Ms. White Elk is qualified to serve as a director due to her previous executive-level experience and extensive experience in the real estate industry.
Vote Required
The election of the Class I directors requires the affirmative vote of the holders of a plurality of votes represented by the shares in attendance or represented by proxy at the Annual Meeting and entitled to vote on this Proposal. As such, the Class I director nominees receiving the highest number of affirmative votes of the vote cast will be elected. Abstentions and broker non-votes will have no effect in determining the results of the voting on the Class I directors at the Annual Meeting.
Proxies received in response to this solicitation will be voted “FOR” the election of Ms. Compton and Ms. White Elk to our Board unless otherwise specified in the proxy.
Board Recommendation
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE CLASS I DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.
The following table provides information regarding each of our continuing directors, his or her age, the year in which each he or she became a director, his or her principal occupation or employment during the past five years, directorships held with other public companies at any time during the past five years, and other biographical data. Included in the biography of each director is a description of the particular experience, qualifications, attributes or skills that led the Board to conclude that such individual should serve as one of our directors.
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Phillip W. Oldridge |
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Phillip W. Oldridge, Chief Executive Officer, Chairman of the Board, and Director
Philip
Phillip W. Oldridge has served as our Chief Executive Officer since September 2020 and as our Chairman of the Board and a director since March 2021. Prior to joining us, Mr. Oldridge was the founder and the Chief Executive Officer of GreenPower Motor Company, Inc., a publicly traded designer and manufacturer of passenger transit and shuttle buses, from November 2011 until June 2019, where he also served as a member of the board of directors from December 2012 until June 2019. From November 2006 until January 2010, Mr. Oldridge served as the Chief Executive Officer of Bus and Coach International, a manufacturer of bussesbuses and coaches. Before that, Mr. Oldridge was the Chief Executive Officer of Nevada Charter Inc., a bus and coach charter company, from October 1994 until December 2001. Mr. Oldridge holds an M.B.A. from Richmond, the American University in London, from which he also received a Bachelor of Science degree. We believe that Mr. Oldridge is qualified to serve as a director due to his serving as our Chief Executive Officer and the previous executive-level positions he has held with other companies, as well as his extensive experience in the transportation sector, in particular as an operator and manufacturer in the private motor coach and in the electric vehicle industry.
Vote Required
The re-election of the Class III director requires the affirmative vote of the holders of a plurality of votes represented by the shares in attendance or represented by proxy at the Annual Meeting and entitled to vote on this Proposal. As such, the Class III director nominee receiving the highest number of affirmative votes of the vote cast will be elected. Abstentions and broker non-votes will have no effect in determining the results of the voting on the Class III directors at the Annual Meeting.
Proxies received in response to this solicitation will be voted “FOR” the re-election of Mr. Oldridge to our Board unless otherwise specified in the proxy.
Board Recommendation
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RE-ELECTION OF THE CLASS III DIRECTOR NOMINEE NAMED IN THIS PROXY STATEMENT.
Michael K. Menerey, Chief Financial Officer, Secretary, Treasurer, and Director
Michael K. Menerey has served asCONTINUING DIRECTORS
The following provides information regarding each of our Chief Financial Officer since March 2016 and ascontinuing directors, his or her age, the year in which each he or she became a director, since January 2017. Mr. Menereyhis or her principal occupation or employment during the past five years, directorships held with other public companies at any time during the past five years, and other biographical data. Included in the biography of each director is an inactive partner with CFO Edge LLC (“CFO Edge”), with respecta description of the particular experience, qualifications, attributes or skills that led the Board to which he provided interim and project-related services to various entities as a Chief Financial Officer from September 2011 through December 2016. Prior to joining us and CFO Edge, Mr. Menerey was employed by Mapleton Investments, LLC from early 2000 through 2010; initially as Executive Vice President, and then as President and Chief Operating Officer from 2005 through 2010. Mr. Menerey served as Executive Vice President, Chief Financial Officer and Secretary of Falcon Communications and its predecessors from mid-1984 until the company sold in November 1999. From 1975 through November 2017, Mr. Menerey was a Certified Public Accountant, and received his undergraduate degree in Business Administration from the University of Michigan. We believeconclude that Mr. Menerey is qualified tosuch individual should serve as a director due to his extensive experience asone of our Chief Financial Officer and chief financial officer of other companies, as well as his familiarity with our business and operations, both prior to and subsequent to our listing on a national securities exchange.directors.
Name | Age | Class | ||||
Melissa Barcellos(1)(2)(3) | 39 | Class II | ||||
Terri White Elk(1)(2) | 54 | Class I | ||||
Michael Di Pietro(1)(2)(3) | 69 | Class I |
(1) | Member of our Audit Committee. |
(2) | Member of our Compensation Committee. |
(3) | Member of our Nominating and Corporate Governance Committee. |
Melissa Barcellos Director
Melissa Barcellos has served as a director since March 2021. Ms. Barcellos is the Regional Business Opportunity Manager with Artemis Gold Inc., Vancouver, British Columbia Canada, a position she has held since February 2022. She has also served as Principal and Benefit Auctioneer of Melissa Lynn Auctions in Prince George, British Columbia since May 2011. Previously, Ms. Barcellos was the Manager of Economic Development of the City of Prince George, British Columbia a position she has held sincefrom September 2015. She has also served as Principal and Benefit Auctioneer of Mellissa Lynn Auctions in Prince George, British Columbia, since May 2011.2015 until February 2022. From February 2013 through September 2015, Ms. Barcellos was an Economic Development Officer of Initiatives for the City of Prince George. Ms. Barcellos received a Bachelor of Commerce in Marketing and General Business from the University of Northern British Columbia, a Post Graduate Certificate in Economic Development from the University of Waterloo and is completing a Post Graduate Certificate in Real Property Valuation from the Sauder School of Business of the University of British Columbia. We believe that Ms. Barcellos is qualified to serve as a director due to her business expertise and her experience serving on the boards of directors of other organizations.
Terri White Elk
Terri White Elk has served as a director since March 2021. Ms. White Elk is a member of the Real Estate Investment Sales team at Keller Williams Realty SW in Las Vegas, Nevada, a position she has held since July 2003. Ms. White Elk also served as Operations Manager at Innovative Real Estate Strategies, a real estate and investment firm based in Las Vegas, Nevada, from July 2009 until May 2018, and was a Sales Executive at Legacy Partners Inc., a real estate development firm, from March 2005 until September 2008. Ms. White Elk received a Bachelor of Arts degree in Political Science from Arizona State University. We believe that Ms. White Elk is qualified to serve as a director due to her previous executive-level experience and herextensive experience as a manager in the public sector.real estate industry.
Michael Di Pietro Director
Michael Di Pietro has served as a director since March 2021. Mr. Di Pietro is the President of Michael DiPietro,Di Pietro, CPA, Inc., a full-service public accounting firm he founded in 1991. Since July 2018, Mr. Di Pietro has served on the board of directors of Cathedral High School, a private, college preparatory Catholic all-boys school located in Los Angeles, California, where he is currently the chair of the finance committee. Mr. Di Pietro also previously served as a Director of Chino Commercial Bank, a community bank located in Chino, California, from April 2012 until April 2019. Mr. Di Pietro holds a Bachelor of Arts degree in Accounting from the University of South Florida, a Master of Arts in Accounting from the University of Notre Dame, a Master of Divinity and Biblical Studies from Fuller Theological Seminary. We believe that Mr. Di Pietro is qualified to serve as a director due to his financial and accounting expertise and his executive-level experience, as well as his previous experience serving as a director and audit committee chairperson for other organizations.
Bradley J. Dixon, Director
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023
The Audit Committee annually evaluates the performance of our independent registered public accounting firm and determines whether to re-engage the current independent auditor or consider other audit firms. This year the Audit Committee has servedapproved the engagement of new auditors, Barton CPA, PLLC as our independent registered public accounting firm for the year ending December 31, 2023.
Ratification of our independent registered public accounting firm is not required by our amended and restated bylaws or otherwise. However, we are submitting the selection of Barton CPA, PLLC to our stockholders for ratification as a director since April 2021. Mr. Dixonmatter of good corporate practice and because we value the views of our stockholders.
The Audit Committee considers Barton CPA, PLLC to be well qualified. In the absence of contrary specification, the proxy holders will vote proxies received in response to this solicitation in favor of ratification of the appointment. In the event that stockholders fail to ratify the appointment of Barton CPA, PLLC, the Audit Committee will reconsider the appointment of Barton CPA, PLLC. Even if the appointment is ratified, the ratification is not binding and the Audit Committee may, in its discretion, select a partnerdifferent independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interest and the best interest of our stockholders.
Representatives of Barton CPA, PLLC are not expected to be present at the law firm Givens Pursley LLP,Annual Meeting and we do not expect that they will be available to respond to appropriate questions. We have provided Barton CPA, PLLC with an opportunity to make a position he has held since October 2015, and where he currently serves asstatement if they desire to do so, although they have declined to make such a co-chairstatement at the Annual Meeting.
Vote Required
The ratification of the firm’s litigation group. Prior to joining Givens Pursley, Mr. Dixon was a partnerappointment of Barton CPA, PLLC as our independent registered public accounting firm for the year ending December 31, 2023 requires the affirmative vote of the majority of shares of our common stock represented by the shares in attendance or represented by proxy at the lawAnnual Meeting and entitled to vote on this Proposal. Abstentions and broker non-votes will have no effect in determining the results of the voting on the ratification of the appointment of Barton CPA, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
Board Recommendation
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF BARTON CPA, PLLC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023.
Currently, the number of Science in Political Science from Boise State University and received his Juris Doctor from Willamette University College of Law. We believe that Mr. Dixon is qualifieddirectors currently authorized to serve as a director due to his legal expertise and his experience serving on the boards of directors of other organizations.
Currently, our board of directors consists of seven directors.Board is seven. The authorized number of directors may be changed only by resolution of our board of directors.Board. Our amended and restated certificate of incorporation provides that our board of directorsBoard is divided into three classes, with each class holding office for a three-year term. This classification of our board of directorsBoard may have the effect of delaying or preventing changes in control of our company or management. Each director serves until such director’s successor is duly elected and qualified or such director’s earlier resignation, death or removal. Our board of directorsBoard is responsible for our business and affairs and considers various matters that require its approval.
Director Independence
Our board of directorsBoard has undertaken a review of the independence of each director. The OTCQB, on which our common stock is quoted, does not have any director independence requirements. For purposes of determining director independence, we have applied the definitions set out in NASDAQNasdaq Rule 5605(a)(2). Based on information provided by each director concerning his or her background, employment and affiliations, our board of directorsBoard has determined that Mr. Di Pietro, Ms. Barcellos and Mmes. Barcellos, Compton, andMs. White Elk do not have a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or responsibilities and that each of these directors is “independent” as that term is defined under the NASDAQ Listing Rules.Nasdaq Stock Market listing rules.
Family Relationships
There is no family relationship between any director, executive officer or person nominated to become a director or executive officer of our Company.
Meetings of theOur Board
During the fiscal year ended December 31, 2020, the2022, our Board met fivetwo times. Each incumbent director serving during the fiscal year ended December 31, 20202022 attended at least 75% of the aggregate of all meetings of our board of directorsBoard and applicable committee meetings during the period that he or she served as a director.
We make every effort to schedule our annual meeting of stockholders at a time and date to maximize attendance by directors, taking into account our directors’ schedules. All directors are strongly encouraged to make every effort to attend our annual meeting of stockholders, absent an unavoidable and irreconcilable conflict.
Board Diversity
The following table summarizes certain self-identified characteristics of our directors, in accordance with Nasdaq Stock Market LLC Rules 5605(f) and 5606. Each term used in the table has the meaning given to it in the rule and related instructions.
Envirotech Vehicles, Inc. Board Diversity Matrix as of October 16, 2023 | ||||||||
Total Number of Directors | 5 | |||||||
Female | Male | Non-Binary | Did Not | |||||
Part I: Gender Identity | ||||||||
Directors | 3 | 2 | — | — | ||||
Part II: Demographic Information | ||||||||
African American or Black | — | — | — | — | ||||
Alaskan Native or Native American | — | — | — | — | ||||
Asian | 1 | — | — | — | ||||
Hispanic or Latinx | — | — | — | — | ||||
Native Hawaiian or Pacific Islander | — | — | — | — | ||||
White | 2 | 2 | — | — | ||||
Two or More Races or Ethnicities | — | — | — | — | ||||
LGBTQ+ | 1 | |||||||
Did Not Disclose Demographic Background | — |
Information Regarding Committees of theOur Board
Our board of directorsBoard has established three standing committees, an Audit Committee, a Compensation Committee and a Nominating and a Corporate Governance Committee, each of which operates under a charter that has been approved by our board of directors.Board. We intend to appoint persons to our board of directorsBoard and its committees as required from time to time to satisfy the corporate governance requirements under the NASDAQ Listing Rules.Nasdaq Stock Market listing rules.
Audit Committee
Our Audit Committee currently consists of Mr. Di Pietro (Chairperson) and Mmes.Ms. Barcellos and Ms. White Elk. The Audit Committee operates under a written charter, which is available on our website at www.evtvusa.com.www.evtvusa.com. In addition to meeting the independence requirements generally applicable to directors, our Board has determined that each of Mr. Di Pietro, Ms. Barcellos and Ms. White Elk also satisfy the independence requirements of Rule 5605(c)(2) of the Nasdaq Stock Market listing rules and SEC Rule 10A-3. Our board of directorsfurther has affirmatively determined that Mr. Di Pietro is an “audit committee financial expert” as defined by the regulations promulgated by the SEC and within the meaning of the NASDAQ Listing Rules.Nasdaq Stock Market listing rules.
Our Audit Committee is responsible for, among other things:
appointing, compensating, retaining and overseeing our independent registered public accounting firm;
approving the audit and non-audit services to be performed by our independent registered public accounting firm;
reviewing, with our independent registered public accounting firm, all critical accounting policies and procedures;
reviewing with management the adequacy and effectiveness of our internal control structure and procedures for financial reports;
reviewing and discussing with management and our independent registered public accounting firm our annual audited financial statements and any certification, report, opinion or review rendered by our independent registered public accounting firm;
reviewing and investigating conduct alleged to be in violation of our code of business conduct and ethics;
reviewing and approving related party transactions;
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preparing the Audit Committee report required in our annual proxy statement; and
reviewing and evaluating, at least annually, its own performance and the adequacy of the committee charter.
The Audit Committee met as a committee four times during the fiscal year ended December 31, 2020.2022.
Compensation Committee
Our Compensation Committee currently consists of Messrs.Mr. Di Pietro, and Dixon, and Mmes.Ms. Barcellos and Ms. White Elk (Chairperson). The Compensation Committee operates under a written charter, which is available on our website at www.evtvusa.com.www.evtvusa.com. In addition to meeting the independence requirements generally applicable to directors, our Board has determined that each of Mr. Di Pietro Ms. Barcellos and Ms. White Elk also satisfy the independence requirements of Rule 5605(d)(2) of the Nasdaq Stock Market listing rules.
Our Compensation Committee assists our board of directorsBoard in the discharge of its responsibilities relating to the compensation of our executive officers and is responsible for, among other things:
reviewing and approving corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers;
reviewing and approving the following compensation for our Chief Executive Officer and our other executive officers: salaries, bonuses, incentive compensation, equity awards, benefits and perquisites;
recommending the establishment and terms of our incentive compensation plans and equity compensation plans, and administering such plans;
recommending compensation programs for directors;
preparing disclosures regarding executive compensation and any related reports required by the rules of the SEC;
making and approving grants of options and other equity awards to all executive officers, directors and all other eligible individuals; and
reviewing and evaluating, at least annually, its own performance and the adequacy of the committee charter.
In carrying outfulfilling these responsibilities, the Compensation Committee will review all components of executive compensation for consistency with our compensation philosophy and with the interests of our stockholders. Pursuant to its written charter, our Compensation Committee has the authority to engage the services of outside advisors as it deems appropriate to assist it in the evaluation of the compensation of our directors, principal executive officer or other executive and non-executive officers, and in the fulfillment of its other duties. Additionally, our Compensation Committee has the authority to review and approve the compensation of our other officers and employees and may delegate its authority to review and approve the compensation of other non-executive officer employees to one or more subcommittees of the Compensation Committee comprised of one or more members of the committee. The Compensation Committee met as a committee two times during the fiscal year ended December 31, 2020.2022.
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended December 31, 2020, the non-employee directors that served on the Compensation Committee of our board of directors were our former directors Janet Boydell and John F. Perkowski.
There are not currently, and during the fiscal year ended December 31, 2020,2022, there were not any, interlocks of any of our executive officers or directors serving on the compensation committee or equivalent committee of another entity that has any director or executive officer serving on our Compensation Committee, any of our other committees, or our board of directors.Board.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee currently consists of Mmes.Ms. Barcellos (Chairperson), Compton and White Elk, and Mr. Dixon.Di Pietro, each of whom satisfy the independence requirements generally applicable to directors, as required by Nasdaq Stock Market listing rules. The Nominating and Corporate Governance Committee operates under a written charter, which is available on our website at www.evtvusa.com.www.evtvusa.com.
Our Nominating and Corporate Governance Committee is responsible for, among other things:
determining criteria for selecting new directors, including desired skills, experience and attributes, and identifying and actively seeking individuals qualified to become directors;
evaluating and selecting, or recommending to our board of directors,Board, nominees for each election of directors;
considering any nominations of director candidates validly made by our stockholders;
reviewing and making recommendations to our board of directorsBoard concerning qualifications, appointment and removal of committee members;
developing, recommending for approval by our board of directors,Board, and reviewing on an ongoing basis the adequacy of, our corporate governance principles, including director qualification standards, director responsibilities, committee responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management succession and annual performance evaluation of our board of directorsBoard and its committees;
assisting our board of directorsBoard in developing criteria for the evaluation of the performance of our board of directorsBoard and its committees;
if requested by our board of directors,Board, assisting it in its evaluation of the performance of our board of directorsBoard and each of its committees; and
reviewing and reassessing the adequacy of its charter.
The Nominating and Corporate Governance Committee identifies potential director candidates through a variety of sources, including recommendations made by members of our board of directorsBoard and members of our executive management. When appropriate, the Nominating and Corporate Governance Committee may retain a search firm to identify director candidates.
In evaluating potential director candidates, the Nominating and Corporate Governance Committee may take into consideration such factors and criteria as it deems appropriate in evaluating a candidate, including:
his or her knowledge, expertise, skills, integrity, diversity, judgment, business, leadership or other experience;
his or her reputation in the business community;
the interplay of the candidate’s experience with the experience of other members of our boardBoard;
the availability of such candidate to perform all responsibilities that will be expected of them as a member of our board and any committees; and
the extent to which the candidate would be a desirable addition to our board of directorsBoard and any committees.
The Nominating and Corporate Governance Committee reviews and assesses at least annually the skills and characteristics of the members of our board of directors,Board, as well as the composition of our board of directorsBoard as a whole. The Nominating and Corporate Governance Committee’s assessment includes a review of our directors’ respective independence qualifications, skills and experience in the context of the needs of our board of directors.Board. Additionally, the Nominating and Corporate Governance Committee considers diversity of experience at policy-making levels in business and technology, and in areas that are relevant to our activities. While we do not have a specific policy regarding diversity, when considering the nomination of directors, the Nominating and Corporate Governance Committee considers the diversity of its directors and nominees in terms of knowledge, experience, background, skills, expertise and other demographic factors.
In assessing the composition of our board of directors,Board, the Nominating and Corporate Governance Committee considers the current and anticipated needs of our board of directors,Board and seeks to maintain an appropriate balance of different business backgrounds, skills and expertise based on the nature and requirements of our business. In evaluating potential director candidates, the Nominating and Corporate Governance Committee considers all relevant information regarding such candidates, including the membership criteria stated above, and whether such candidates would meet the Nominating and Corporate Governance Committee’s objectives for the overall composition of our board of directors,Board, as well as the candidates’ ability and willingness to devote adequate time to the related responsibilities. When appropriate, the Nominating and Corporate Governance Committee will recommend qualified candidates for nomination by our entire board of directors.Board. The Nominating and Corporate Governance met as a committee one time during the fiscal year ended December 31, 2020.2022.
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics, which outlines the principles of legal and ethical business conduct under which we do business. The code is applicable to all of our directors, officers and employees and is available on our website at www.evtvusa.com.www.evtvusa.com. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange Act, to the extent required by applicable rules and exchange requirements.
Board Leadership Structure and Board’sBoard’s Role in Risk Oversight
The Chairman of our board of directorsBoard is Phillip W. Oldridge. The Chairman has authority, among other things, to preside over meetings of our board of directorsBoard and set the agenda for meetings of our board of directors.Board. Accordingly, the Chairman has substantial ability to shape the work of our board of directors.Board. Because of the addition of the independent members of our board of directors,Board, we currently believe that separation of the roles of Chairman and Chief Executive Officer is not necessary to ensure appropriate oversight by of our board of directorsBoard of our business and affairs. However, no single leadership model is right for all companies and at all times. Our board of directorsBoard recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead independent director, might be appropriate. Accordingly, of our board of directorsBoard may periodically review its leadership structure. In addition, of our board of directorsBoard will hold executive sessions in which only independent directors are present.
Our board of directorsBoard is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities and, either as a whole or through its committees, regularly liaises with management to assess and manage our major risk exposures, the potential impact of such risks on our business and the steps we should take to mitigate or manage such risks. Our board of directors’Board’ risk oversight process complements and supplements management’s risk assessment and mitigation processes, which include reviews of strategic and operational planning, executive development and evaluation, regulatory and legal compliance, and financial reporting and internal controls. The risk oversight process also includes receiving reports from committees of our board of directorsBoard and members of senior management to enable our board of directorsBoard to understand our risk identification, management and mitigation strategies with respect to areas of potential material risk.
Our principal sources of risk fall into two categories: (1) financial and (2) product commercialization. The Audit Committee oversees management of financial risks and communications with our independent registered public accounting firm regarding our risk exposures and the actions management has taken to limit, monitor or control such exposures, and our board of directorsBoard regularly reviews information regarding our cash position, liquidity anand operations, as well as the risks associated with each. Our board of directorsBoard also regularly reviews plans, results and potential risks related to our product development and commercialization efforts. Our Compensation Committee is expected to oversee risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on us. Our Nominating and Corporate Governance Committee manages risks associated with the independence of theour Board, corporate disclosure practices and potential conflicts of interest. While each of our committees is responsible for evaluating certain risks and overseeing the management of such risks, our entire board of directorsBoard is regularly informed about such risks and matters involving significant risk are considered by our board of directorsBoard as a whole.
Officer and Director Hedging
Our Board has not adopted, and we do not have, any specific practices or policies regarding the ability of our officers and directors, or their affiliates, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities. For the year ended December 31, 2022, there were no such hedging transactions by any of our officers and directors or their affiliates, or any of their designees.
Stockholder Communications with theour Board
Stockholders wishing to communicate with our board of directorsBoard or with one of our directors concerning our company may do so by writing to our board of directorsBoard or to the particular member of our board of directors,Board and mailing the correspondence to the attention of our board of directorsBoard or such individual director, c/o Corporate Secretary, 1215 Graphite Drive, Corona, California 92881,1425 Ohlendorf Road, Osceola, Arkansas 72370, or by email to stockholdercommunications@evtvusa.com. Our Corporate Secretary will maintain a log of such communications and will transmit as soon as practicable such communications to our Chairman of our board of directors,Board, although communications that are abusive, in bad taste or that present safety or security concerns may be handledmanaged differently, as determined by the Corporate Secretary, in consultation with our Chairman, as appropriate. Correspondence relating to accounting, internal controls or auditing matters will be handledmanaged in accordance with procedures established by the Audit Committee with respect to such matters.
REPORT OF THE AUDITAUDIT COMMITTEE
The Audit Committee of theour Board is composed solely of non-employee directors who satisfy the current NASDAQ Listing RulesNasdaq Stock Market listing rules with respect to independence, financial expertise and experience. The Audit Committee operates under a written charter, which is available on our website at www.evtvusa.com.www.evtvusa.com. The primary responsibility of the Audit Committee is to oversee our accounting and financial reporting processes, the integrity of the financial reports and other financial information and the audits of our financial statements.
As part
The following is the report of our oversight of our financial statements, the Company’s Audit Committee reviews and discusses with both management and MaloneBailey, LLP all annual and quarterly financial statements prior to their issuance. The Audit Committee’s responsibilities include selecting, in consultation with management, an accounting firm to be hired as our independent registered public accounting firm. The Audit Committee is also responsible for recommending to the Board that our financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The Audit Committee fulfilled its duties and responsibilities during the fiscal year ended December 31, 2020 and with respect to theits audited financial statements for the fiscal year ended December 31, 2020, as outlined in the2022.
Review with Management
The Audit Committee’s charter. Among other things, the Audit Committee:
Committee has reviewed and discussed ourthe Company’s audited consolidated financial statements as of andwith management, which has primary responsibility for the year ended December 31, 2020financial statements.
Review and Discussions with our management and MaloneBailey, LLP, ourIndependent Auditors
The Company’s independent registered publicauditors are responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting firm;
principles generally accepted in the United States of America. The Audit Committee discussed with MaloneBailey, LLPthe independent auditors the matters required to be discussed by Auditing Standard No. 1301, “Communication withthe applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committees” (formerly known as Auditing Standard No. 16), as adopted by the PCAOB;
Committee also received the written disclosures and the letter from MaloneBailey, LLPthe independent auditors required by the applicable requirements of the PCAOB (Rule 3526)Public Company Accounting Oversight Board regarding MaloneBailey, LLP’sthe independent auditors’ communications with the Audit Committee concerning independence,independence; and has discussed with MaloneBailey, LLPthe independent auditors their independence. The Audit Committee also concluded that the independent auditors’ provision of audit and non-audit services to the Company and its independence; andsubsidiaries, as described in this proxy statement, was compatible with the independent auditors’ independence.
based on
Conclusion
Based upon the review and discussions referred to above, the Audit Committee recommended to theour Board of Directors that the Company’s audited consolidated financial statements be included in our Annual Report onthe Form 10-K for the fiscal year ended December 31, 2020,2022 for filing with the SEC.
Respectfully submitted,
Michael Di Pietro, Chairman of the Audit Committee
Melissa Barcellos
Terri White Elk
DIRECTOREXECUTIVE COMPENSATION
Directors
Overview
We have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act. The following tables and accompanying narrative disclosure set forth information about the compensation provided to certain of our executive officers during the years ended December 31, 2022 and 2021. These executive officers, who are alsoinclude our employees receive no additional compensationcurrent principal executive officer and the two most highly- compensated executive officers (other than our principal executive officer), for their service as a director. During the year ended December 31, 2020,2022, were:
Phillip W. Oldridge, our directors who also served as employees were Mr. Reynolds,Chief Executive Officer;
Susan M. Emry, our Executive Vice President; and
Christian S. Rodich, our former President and Chief Executive Officer, our Chief Financial Officer, Secretary and Treasurer.Officer.
We have a formal policy pursuantrefer to whichthese individuals in this section as our non-employee directors are eligible“Named Executive Officers.”
Summary Compensation Table
The following table presents summary information regarding the total compensation that was awarded to, receive equity awards and annual cash retainers as compensationearned by or paid to our Named Executive Officers for service on our Board and committees of our Board. With respect toservices rendered during the yearyears ended December 31, 2020, this policy included annual compensation of $25,000, with an additional $5,000 annually to the chairpersons of the Audit Committee, Compensation Committee2022 and Nominating and Corporate Governance Committee, and reimbursement for all directors of reasonable expenses incurred during the course of their performance. With respect to the year ending December 31, 2021, such policy was modified and currently provides for annual compensation of $12,000 and reimbursement for all directors of reasonable expenses incurred during the course of their performance.2021:
In May 2020, we granted each of our non-employee directors an option to purchase 33,571 shares of our common stock at an exercise price of $0.12 per share, which was equal to 125% of the average of the closing price of our common stock on the NASDAQ Capital Market during the 30-day period ending on May 12, 2020.
The table below sets forth the compensation earned by each of our non-employee directors during the fiscal year ended December 31, 2020:
Name
| Fees earned
| Option awards
| Total
|
Gary W. Nettles(2) | 25,000 | 3,078 | 28,078 |
Janet L. Boydell(3) | 25,000 | 3,078 | 28,078 |
John F. Perkowski(4) | 25,000 | 3,078 | 28,078 |