Canoo (GOEV) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 22, 2024, to be held virtually, with voting available online, by phone, or by mail.

• Ten proposals are up for shareholder vote, including director elections, executive compensation, share issuances, amendments to financing agreements, a reverse stock split, and plan amendments.

• The board recommends voting in favor of all proposals, which are designed to address capital needs, governance, and employee incentives.

Voting matters and shareholder proposals

• Election of three directors to serve until 2027.

• Advisory vote on executive compensation (say-on-pay).

• Approval of share issuances to Yorkville and to special purpose vehicles affiliated with the CEO, exceeding 20% of outstanding shares.

• Amendments to lower the floor price for share issuances under two Yorkville agreements to $0.20 per share.

• Authorization for a reverse stock split at a ratio between 1:2 and 1:30, not to exceed 1:60 in aggregate.

• Amendments to increase shares available under the 2020 Equity Incentive Plan (by 45 million) and Employee Stock Purchase Plan (by 1 million).

• Ratification of Deloitte & Touche LLP as the independent auditor for 2024.

Board of directors and corporate governance

• The board consists of eight members, with a majority deemed independent under Nasdaq rules.

• Board leadership combines the roles of CEO and Chair, with a lead independent director to balance oversight.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Board diversity includes gender, ethnic, and professional backgrounds.

• Directors attended at least 75% of meetings in the last fiscal year.