Luminar Technologies (LAZR) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on July 3, 2025, with stockholders able to participate and vote online.

• Key proposals include director elections, auditor ratification, executive compensation advisory vote, approval of share issuance under a preferred stock financing, and an amendment to the equity incentive plan.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals: elect three Class II directors, ratify KPMG as auditor, advisory vote on executive compensation, approve full issuance of shares under Series A Convertible Preferred Stock financing, and amend the 2020 Equity Incentive Plan to increase share reserve.

• Only stockholders of record as of June 3, 2025, may vote; different classes of stock have different voting rights.

• No additional shareholder proposals were received for this meeting.

Board of directors and corporate governance

• Board consists of nine directors in three staggered classes; seven are independent.

• Lead Independent Director appointed in February 2025; regular executive sessions held without management.

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

• Annual board and committee self-assessments are conducted, and diversity is emphasized in director recruitment.