Serve Robotics (SERV) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 12, 2025, and will be held virtually, with advance registration required for participation and voting.

• Stockholders will vote on electing two Class II directors, ratifying PwC as the independent auditor for 2025, and approving an amendment to increase shares under the 2023 Equity Incentive Plan.

• The board recommends voting in favor of all proposals and outlines procedures for voting, changing votes, and submitting questions during the meeting.

• Only stockholders of record as of April 14, 2025, are entitled to vote; a majority of outstanding shares is required for quorum.

Voting matters and shareholder proposals

• Proposals include electing Lily Sarafan and Olivier Vincent as Class II directors, ratifying PwC as auditor, and increasing shares for the 2023 Equity Incentive Plan.

• Proposal 1 (director election) requires a plurality; Proposal 2 (auditor ratification) and Proposal 3 (plan amendment) require a majority of votes cast.

• Stockholders may submit proposals for the 2026 meeting by December 26, 2025, and director nominations between February 12 and March 14, 2026.

• Universal proxy rules apply for director nominations, with additional notice required by April 13, 2026.

Board of directors and corporate governance

• The board consists of six members, with four deemed independent; directors are divided into three staggered classes.

• The CEO, Dr. Kashani, also serves as board chair; independent directors provide oversight.

• Board committees include audit, compensation, and nominating/governance, each with defined charters and independent membership.

• The board encourages diversity and considers a broad range of backgrounds and skills for director nominees.

• Corporate governance guidelines, a code of conduct, and insider trading policies are in place.