UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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☒ | | | Filed by the Registrant | | | ☐ | | | Filed by a Party other than the Registrant |
Check the appropriate box: |
☐ | | | Preliminary Proxy Statement |
☐ | | | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | | | Definitive Proxy Statement |
☒ | | | Definitive Additional Materials |
☐ | | | Soliciting Material Under §240.14a-12 |
Owlet, Inc.
(Name of Registrant as Specified in its Charter)
_________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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| Payment of Filing Fee (Check all boxes that apply): |
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☐ | | Fee paid previously with preliminary materials. |
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☐ | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
OWLET, INC.
SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, AUGUST 16, 2024
July 10, 2024
Dear Owlet Stockholder,
The proxy statement for the 2024 Annual Meeting of Stockholders (the “Proxy Statement”) of Owlet, Inc., a Delaware corporation (the “Company”), to be held at 1:00 p.m. (Eastern Time) on Friday, August 16, 2024 (the “Annual Meeting”), was filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 3, 2024. Since then, there have been developments regarding the management of the Company. We are reaching out to you to describe these recent events and to supplement portions of the Proxy Statement as set forth in this Supplement to the Proxy Statement. The Supplement should be read in conjunction with the Proxy Statement.
The Proxy Statement filed with the Commission on July 3, 2024 also appended a form of proxy card related to the Annual Meeting (the “Form of Proxy Card”). The Form of Proxy Card inadvertently omitted reference to the Company’s Proposal 2 to approve an amendment to the Owlet, Inc. 2021 Incentive Award Plan to increase the number of shares of common stock reserved for issuance under the 2021 Plan (the “Plan Amendment Proposal”). Accordingly, the purpose of filing this Supplement is also to correct the version of the Form of Proxy Card filed with the Commission. Please note that the proxy card that was mailed and made available to the Company’s stockholders correctly included the Plan Amendment Proposal and, thus, no changes have been made to the proxy card that was mailed and made available to the Company’s stockholders.
Except as described above and below, this Supplement does not otherwise modify or update any other disclosures in the Proxy Statement.
Recent Developments
Chief Financial Officer Transition
As disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 9, 2024, on July 8, 2024, the Board of Directors (the “Board”) of the Company appointed Amanda Twede Crawford, the Company’s current Vice President, Financial Planning and Analysis, to serve as the Company’s Chief Financial Officer and principal financial officer and principal accounting officer, effective July 9, 2024, to succeed Kathryn Scolnick in these positions. Ms. Scolnick, the Company’s Chief Financial Officer and principal financial officer and principal accounting officer, transitioned out of these positions effective July 9, 2024, but will remain employed by the Company in an advisory role through September 6, 2024 (the “Separation Date”) to provide transition support.
Ms. Crawford, age 37, has served as the Company’s Vice President, Financial Planning and Analysis from March 2022 to July 2024. Prior to joining the Company, Ms. Crawford served in various positions at Swire Coca-Cola, USA, a beverages company (“Coca-Cola”). From February 2020 to March 2022, Ms. Crawford served as the Vice President of Finance at Coca-Cola and, from July 2014 to February 2020 she served as Coca-Cola’s Vice President, Corporate Controller. During her tenure at Coca-Cola, Ms. Crawford had responsibility for financial accounting and reporting, financial statement audit, budget and financial forecasting processes, accounting operations, financial analysis, mergers & acquisitions buy-side due diligence, risk management, and corporate insurance. Earlier in her career, Ms. Crawford was an Audit Associate with PricewaterhouseCoopers. Ms. Crawford is a Certified Public Accountant and holds a B.S. in Accounting and a Master of Accounting degree from the University of Utah’s
David Eccles School of Business.
Crawford’s Promotion Arrangement
In connection with Ms. Crawford’s appointment, on July 9, 2024, the Company and Ms. Crawford executed a promotion letter (the “Promotion Letter”) pursuant to which Ms. Crawford’s annual base salary was increased to $300,000 and her annual cash bonus opportunity was increased to 35% of her annual base salary based on the achievement of company goals and Ms. Crawford’s individual performance, subject to her continued employment with the Company through the payment date. Ms. Crawford is also eligible to receive, subject to approval by the Board, an equity award with a target value of between $200,000 to $300,000 at the time of grant in the form of restricted stock units with vesting terms to be determined. Under the Promotion Letter, if Ms. Crawford’s employment with the Company is terminated without “cause” (as defined in the Promotion Letter), Ms. Crawford will be paid six months of her then current salary as severance and, if Ms. Crawford’s employment is either (i) terminated by the Company without Cause or (ii) terminated by her for Good Reason (as defined in the Promotion Letter), after a
Change in Control Transaction (as defined in the Company’s Executive Change in Control Severance Plan (the “CIC Severance Plan”), then all of Ms. Crawford’s then-unvested equity awards will automatically vest on the date of such termination, contingent, in each such termination scenario, upon her timely execution and delivery of a separation agreement and general release of claims and continued compliance with all applicable restrictive covenants. In addition, Ms. Crawford is eligible to participate in the Company’s CIC Severance Plan.
Scolnick’s Separation Agreement
In connection with Ms. Scolnick’s separation, on July 9, 2024, the Company and Ms. Scolnick entered into a Separation and Release Agreement (the “Separation Agreement”). Under the Separation Agreement, Ms. Scolnick will continue to be paid her base salary and vest into outstanding equity awards while providing transition services through the Separation Date. Subject to the timely delivery of an effective release of claims on or within a short period following the Separation Date, Ms. Scolnick is entitled to receive (i) her continued base salary and target bonus for six months at the weekly rate of $9,014.42 (less applicable tax withholding), (ii) reimbursement of COBRA premiums for the period commencing October 1, 2024 and ending on the earlier of September 30, 2025 or the date on which she becomes eligible for medical coverage through another entity, (iii) the accelerated vesting of all of Ms. Scolnick’s unvested stock options and restricted stock units and (iv) outplacement services. In the event that there is a Change of Control (as defined in the CIC Severance Plan) within three months following the Separation Date, Ms. Scolnick will be entitled to receive an additional $50,000 representing the difference between the severance payable under the Separation Agreement and the severance payable under the CIC Severance Plan in the event of a Change in Control.
Impact on Voting at the Annual Meeting
This Supplement should be read in conjunction with the Proxy Statement. This Supplement does not change the proposals to be voted on at the Annual Meeting or the recommendations of the Board with respect to such proposals, in each case, as described in the Proxy Statement. From and after the date of this Supplement, any references to the Proxy Statement are to the Proxy Statement as supplemented hereby.
Stockholders do not need to take any action if they have already voted their shares for the Annual Meeting. The form of proxy card included in the Company’s definitive proxy materials remains valid, and no new proxy cards are being distributed. If you have already voted and wish to change your vote based on any of the information contained in this Supplement or otherwise, you may change your vote or revoke your proxy at any time before it is voted at the Annual Meeting. Proxies already returned by stockholders (via Internet, telephone or mail) will remain valid and will be voted at the Annual Meeting unless revoked. Important information regarding how to vote your shares of common stock and how to revoke or change a proxy already given is described in the Proxy Statement under the section titled “Information About the Annual Meeting and Voting – Can I change my vote after I have delivered my proxy card or voting instruction form?”
Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.
Sincerely,
Kurt Workman
Co-Founder, Chief Executive Officer and Director
Lehi, Utah
July 10, 2024
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