Shimmick (SHIM) Proxy Filing summary

Executive summary

• Special Meeting scheduled for June 26, 2024, to approve issuance of additional common stock under a Share Issuance Agreement with AECOM, following a series of transactions including a new revolving credit facility and mutual release of claims between parties.

• The Board unanimously recommends voting in favor of the share issuance, which is required to comply with Nasdaq Listing Rule 5635 due to the size and pricing of the transaction.

• The transaction aims to enhance liquidity and support the company’s transformation into a water infrastructure company.

Voting matters and shareholder proposals

• Main proposal is to approve issuance of 2,600,378 additional shares to AECOM, following the prior issuance of 5,144,622 shares, totaling 7,745,000 shares (23.1% of outstanding stock if fully issued).

• Approval is required under Nasdaq rules as the total shares issued exceed 20% of pre-transaction outstanding shares at a price below the minimum required.

• GOHO, LLC, the majority shareholder, has agreed to vote in favor, ensuring passage.

• Stockholder proposals for the 2025 annual meeting must be submitted by December 27, 2024, for inclusion in the proxy statement.

Board of directors and corporate governance

• A special committee of independent directors will oversee use of funds from the new credit facility, material asset sales, and certain compensation matters.

• Appointment of a chief transformation officer is required as part of the side letter with AECOM.