Luminar Technologies (LAZR) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually, allowing shareholders to vote and ask questions online; only shareholders of record as of June 3, 2025, may vote.

• Key proposals include director elections, auditor ratification, executive compensation advisory vote, approval of share issuance for Series A Preferred Stock, and an amendment to the equity incentive plan.

• The board recommends voting in favor of all proposals and provides detailed instructions for voting and participation.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors, ratifying KPMG LLP as auditor, approving executive compensation, authorizing full issuance of shares for Series A Preferred Stock, and amending the 2020 Equity Incentive Plan.

• Holders of Class A, Class B, and Series A Convertible Preferred Stock (on an as-converted basis) may vote, with Class B shares having ten votes per share.

• The board recommends voting for all director nominees and in favor of all other proposals.

• Shareholder proposals for the 2026 meeting must comply with SEC rules and be submitted within specified timeframes.

Board of directors and corporate governance

• The board consists of nine directors in three staggered classes, with seven considered independent under Nasdaq rules.

• Lead Independent Director role established; regular board and committee self-assessments are conducted.

• Board committees include Audit, Compensation & Human Capital Management, and Nominating & ESG, all with independent members.

• The board is committed to diversity and actively seeks candidates from underrepresented groups.

• Directors receive a mix of cash and equity compensation, with annual RSU grants and additional fees for committee roles.