Canoo (GOEV) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually to vote on 10 key proposals, including director elections, executive compensation, share issuances, amendments to equity plans, and a reverse stock split.

• Stockholders of record as of the specified date are eligible to vote, with both common and Series C Preferred shareholders entitled to vote as a single class.

• The Board recommends voting in favor of all proposals, which are designed to provide financial flexibility, maintain Nasdaq listing, and align management incentives.

Voting matters and shareholder proposals

• Election of three directors for terms expiring at the 2027 annual meeting.

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

• Approval of share issuances to Yorkville and Series C Purchasers, including amendments to floor prices for share sales under Prepaid Advance Agreements.

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

• Amendments to the 2020 Equity Incentive Plan (EIP) and Employee Stock Purchase Plan (ESPP) to increase share reserves.

• 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.

• Tony Aquila serves as both CEO and Board Chair, with a lead independent director appointed to reinforce board independence.

• The Board met five times in the last fiscal year, with all members attending at least 75% of meetings.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent members.

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