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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2025
AEYE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39699 | 37-1827430 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||
| of incorporation) |
| 4670 Willow Road, Suite 125, Pleasanton, California | 94588 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (925) 400-4366
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | LIDR | The Nasdaq Stock Market LLC |
| Warrants to purchase one share of Common Stock | LIDRW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 15, 2025, AEye, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Meeting”). Present in person or by proxy at the Meeting were shares of Common Stock representing 7,158,617 votes, or approximately 38.30% of the 18,690,177 shares outstanding and entitled to vote as of the record date of April 4, 2025, and which constituted a quorum.
At the Meeting, the Company’s stockholders: (i) elected the Company’s nominees, Timothy J. Dunn and Sue E. Zeifman, each to serve as a Class I director of the Company until the 2028 Annual Meeting of Stockholders; (ii) ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 as described in Proposal Two; (iii) did not approve an increase in the number of shares of common stock issuable under our 2021 Equity Incentive Plan as described in Proposal Three; (iv) did not approve an advisory stockholder proposal to declassify the Board structure as described in Proposal Four; (v) did not approve an advisory stockholder proposal to reduce the number of authorized shares of common stock as described in Proposal Five; and (vi) did not approve an advisory stockholder floor proposal to reduce the number of authorized shares of common stock as presented at the Meeting.
The following tables set forth the results of the voting at the Meeting.
Proposal One – to elect two (2) Class I directors each to hold office until the Company’s 2028 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal:
| Company’s Board of Director Nominees | For | Withheld | Broker Non-votes |
|
Timothy J. Dunn
|
3,615,850
|
3,281,941
|
0
|
| Sue E. Zeifman | 3,567,970 | 3,329,822 | 0 |
| Founders Group Nominees | For | Withheld | Broker Non-votes |
|
Pamela Bauer
|
3,124,338 |
3,778,292 |
0 |
|
Ransom P. Wuller
|
3,151,769 | 3,750,861 | 0 |
Each of the Company’s nominees, Timothy J. Dunn and Sue E. Zeifman, received the required affirmative vote of holders of a plurality of the votes cast and, therefore, each of the Company’s nominees was elected as a Class I director to hold office until the Company’s 2028 Annual Meeting of Stockholders, and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal.
Proposal Two – to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
| For | Against | Abstain | Broker Non-votes |
|
5,508,333 |
393,814 |
1,256,470 |
0 |
Proposal Two required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was approved by stockholders as set forth in the table above.
Proposal Three – to approve an increase in the number of shares of Common Stock issuable under the Company’s 2021 Equity Incentive Plan by 2,500,000 shares:
| For | Against | Abstain | Broker Non-votes |
|
3,142,329 |
3,508,461 |
252,516 |
0 |
Proposal Three required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was not approved by stockholders as set forth in the table above.
Proposal Four – to approve an advisory stockholder proposal to declassify the Board:
| For | Against | Abstain | Broker Non-votes |
|
3,435,466 |
3,247,141 |
220,699 |
0 |
Proposal Four required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was not approved by stockholders as set forth in the table above.
Proposal Five – to approve an advisory stockholder proposal to reduce the number of authorized shares of common stock:
| For | Against | Abstain | Broker Non-votes |
|
3,277,220 |
3,466,913 |
159,173 |
0 |
Proposal Five required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was not approved by stockholders as set forth in the table above.
Proposal Six – to approve an advisory stockholder floor proposal to reduce the number of authorized shares of common stock:
| For | Against | Abstain | Broker Non-votes |
|
2,310,009 |
4,808,788 |
39,820 |
0 |
Proposal Six required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was not approved by stockholders as set forth in the table above.
| Item 7.01 | Regulation FD Disclosure. |
On May 20, 2025, the Company issued a press release (the “Press Release”) regarding the results of the Meeting. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information provided in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description |
| 99.1 | Press Release, dated May 20, 2025 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AEye, Inc. | |||
| Dated: May 20, 2025 | |||
| By: | /s/ Andrew S. Hughes | ||
| Andrew S. Hughes | |||
| Senior Vice President, General Counsel & Corporate Secretary | |||
AEye Wins Support for Directors and Long-Term Strategy at 2025 Annual Meeting
PLEASANTON, Calif. – (BUSINESS WIRE) – May 20, 2025 – AEye, Inc. (Nasdaq: LIDR), a global leader in adaptive, high-performance lidar solutions, today announced that both of its highly qualified directors, Timothy Dunn and Sue Zeifman, were re-elected at the Company’s Annual Meeting on May 15, 2025.
Maintaining the continuity of our Board is critical as we continue to deliver on our strategy. Tim Dunn, as the Chair of our Audit Committee, and Sue Zeifman, as the Chair of our Compensation Committee, are both expected to play key roles in ensuring our success.
“We are pleased that our stockholders are aligned with the strategic vision and operating discipline we have executed since 2023 to position AEye for long-term success. We would like to thank our stockholders for their investment and support, and we look forward to sharing more about our progress,” said Matt Fisch, CEO and Board Chair of AEye.
We recognize that stockholders can hold diverse views, and we remain committed to listening to these different perspectives. To that end, we anticipate increased engagement with our stockholders as we continue to build long-term stockholder value.
About AEye
AEye’s unique software-defined lidar solution enables advanced driver-assistance, vehicle autonomy, smart infrastructure, and logistics applications that save lives and propel the future of transportation and mobility. AEye’s 4Sight™ Intelligent Sensing Platform, with its adaptive sensor-based operating system, focuses on what matters most: delivering faster, more accurate, and reliable information. AEye’s 4Sight™ products, built on this platform, are ideal for dynamic applications which require precise measurement imaging to ensure safety and performance.
Forward-Looking Statements
Certain statements included in this press release that are not historical facts are forward-looking statements within the meaning of the federal securities laws, including the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are sometimes accompanied by words such as “believe,” “continue,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “predict,” “plan,” “may,” “should,” “will,” “would,” “potential,” “seem,” “seek,” “outlook,” and similar expressions that predict or indicate future events or trends, or that are not statements of historical matters. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Forward-looking statements in this press release include, without limitation, statements about the roles our directors are expected to play in our success, and the anticipated increased engagement with AEye’s stockholders, among others. These statements are based on various assumptions, whether or not identified in this press release. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are very difficult or impossible to predict and will differ from the assumptions. Many actual events and circumstances are beyond the control of AEye.
Many factors could cause actual future events to differ from the forward-looking statements in this press release, including but not limited to: (i) the risks that any of our directors may be unable to serve their full term; (ii) the risks that the strategic vision and operating discipline AEye has been driving since 2023 may not position AEye for long-term success to the extent or in the time frame anticipated, or at all; (iii) the risks that the increased engagement with our stockholders may not occur to the extent or in the time frame anticipated, or at all; (iv) the risks that AEye’s products may not meet the diverse range of performance and functional requirements of target markets and customers; (v) the risks that AEye’s products may not function as anticipated by AEye, or by target markets and customers; (vi) the risks that AEye may not be in a position to adequately or timely address either the near or long-term opportunities that may or may not exist in the evolving autonomous transportation industry; (vii) the risks that laws and regulations are adopted impacting the use of lidar that AEye is unable to comply with, in whole or in part; (viii) the risks associated with changes in competitive and regulated industries in which AEye operates, variations in operating performance across competitors, and changes in laws and regulations affecting AEye’s business; (ix) the risks that AEye is unable to adequately implement its business plans, forecasts, and other expectations, and identify and realize additional opportunities; and (x) the risks of economic downturns and a changing regulatory landscape in the highly competitive and evolving industry in which AEye operates. These risks and uncertainties may be amplified by current or future global conflicts and current and potential trade restrictions, trade tensions, and tariffs, all of which continue to cause economic uncertainty. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the periodic report that AEye has most recently filed with the U.S. Securities and Exchange Commission, or the SEC, and other documents filed by us or that will be filed by us from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made.
Investors are cautioned not to put undue reliance on forward-looking statements; AEye assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. AEye gives no assurance that AEye will achieve any of its expectations.
Contacts
Investor Relations Contacts
Agency Contact
Financial Profiles, Inc.
Evan Niu, CFA
eniu@finprofiles.com
310-622-8243
Company Contact
AEye, Inc. Investor Relations
info@aeye.ai
925-400-4366