MicroVision (MVIS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 6, 2025, to be held virtually, with shareholders voting on key proposals including director elections, amendments to the certificate of incorporation and equity plan, executive compensation, and auditor ratification.

• Shareholders of record as of April 7, 2025, are entitled to vote, with one vote per share; voting can be done online, by phone, or by mail.

• The board recommends voting in favor of all proposals, emphasizing the importance of the share capital amendment and equity plan amendment for strategic flexibility and talent retention.

Voting matters and shareholder proposals

• Seven director nominees are up for election to serve until the 2026 annual meeting.

• Proposal to increase authorized common stock from 310M to 510M shares to support liquidity, capital access, and strategic partnerships.

• Proposal to amend the 2022 Equity Incentive Plan to add 12M shares for future equity awards.

• Advisory vote on executive compensation (say-on-pay) and ratification of Moss Adams LLP as independent auditor.

• Shareholder proposals and director nominations for 2026 must comply with advance notice and eligibility requirements.

Board of directors and corporate governance

• The board consists of seven members with diverse backgrounds in technology, finance, automotive, and business strategy.

• All directors except the CEO are independent; board leadership is separated between the Chair and CEO.

• Three principal committees: Audit, Compensation, and Nominating & Governance, all comprised of independent directors.

• Directors are encouraged to attend meetings, and committee charters are reviewed annually.

• Shareholders can communicate directly with the board, and there are established codes of ethics and conduct.