AEye (LIDR) Proxy Filing summary

Executive summary

• The annual meeting will address the election of two Class I directors, ratification of KPMG LLP as the independent auditor, and an increase in shares under the 2021 Equity Incentive Plan.

• A dissident group has nominated two alternative director candidates, but the board recommends voting for its own nominees and proposals.

• The board urges shareholders to use the WHITE universal proxy card and disregard materials from the dissident group.

• The company continues to qualify as an "emerging growth company" and utilizes related reporting exemptions.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class I directors (Timothy J. Dunn and Sue E. Zeifman), ratifying KPMG LLP as auditor, and increasing shares under the 2021 Equity Incentive Plan.

• A dissident group may present a proposal to reduce authorized shares, but the board intends to vote against it if brought forward.

• The board recommends voting for its nominees and proposals, and against any dissident group proposals.

Board of directors and corporate governance

• The board consists of six directors divided into three classes, with staggered three-year terms.

• Four directors are considered independent under NASDAQ rules.

• The board has Audit, Compensation, Nominating and Corporate Governance, and Strategic Financing and M&A Committees.

• Board diversity is tracked and reported.

• Directors are encouraged to attend annual meetings; all attended in 2024.