AudioEye, Inc. Announces 2024 Virtual Annual Meeting of Stockholders

TL;DR

<b>AudioEye, Inc. is holding its 2024 Virtual Annual Meeting on May 24, 2024, to vote on director elections, executive compensation, equity plan amendments, officer liability, and auditor ratification.</b>

AI Summary

AUDIOEYE INC (AEYE) filed a Proxy Statement (DEF 14A) with the SEC on April 10, 2024. Annual Meeting scheduled for May 24, 2024, at 10:00 a.m. ET, held virtually. Agenda includes election of five directors, advisory vote on executive compensation. Proposes to amend 2020 Equity Incentive Plan to increase authorized shares by 1,500,000. Seeks to eliminate or limit personal liability of officers as permitted by Delaware law. Proposes to ratify Malone Bailey, LLP as independent auditor for fiscal year ending December 31, 2024.

Why It Matters

For investors and stakeholders tracking AUDIOEYE INC, this filing contains several important signals. The virtual format aims to expand access and reduce costs for stockholders. Key proposals include increasing the equity incentive pool and potentially limiting officer liability, impacting future compensation and governance.

Risk Assessment

Risk Level: low — AUDIOEYE INC shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting with standard proposals, indicating no immediate significant financial or operational shifts.

Analyst Insight

Stockholders should review the proposals regarding the equity incentive plan and officer liability to make informed voting decisions.

Key Numbers

• 5 — Directors (Number of directors to be elected at the Annual Meeting.)
• 1,500,000 — Shares (Increase in authorized shares under the 2020 Equity Incentive Plan.)
• 2024 — Fiscal Year (Fiscal year for which Malone Bailey, LLP is proposed as auditor.)

Key Players & Entities

• AudioEye, Inc. (company) — Registrant and filer of the proxy statement.
• Malone Bailey, LLP (company) — Proposed independent registered public accounting firm.
• May 24, 2024 (date) — Date of the 2024 Virtual Annual Meeting of Stockholders.
• 10:00 a.m. Eastern Time (time) — Time of the 2024 Virtual Annual Meeting of Stockholders.
• Delaware General Corporation Law (regulatory) — Governs the proposed amendment to limit officer liability.
• AudioEye, Inc. 2020 Equity Incentive Plan (company) — Plan proposed for amendment to increase share authorization.

FAQ

Risk Factors

• Amendments to Equity Incentive Plan [medium — regulatory]: The company seeks approval to increase the number of shares authorized for issuance under the 2020 Equity Incentive Plan by 1,500,000 shares.
• Limitation of Officer Liability [medium — regulatory]: A proposal to amend the Restated Certificate of Incorporation to eliminate or limit the personal liability of officers, as permitted by Delaware law.
• Ratification of Independent Auditor [low — financial]: The appointment of Malone Bailey, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, is subject to ratification.

Key Dates

• 2024-05-24: 2024 Virtual Annual Meeting of Stockholders — Key date for voting on corporate matters including director elections and plan amendments.
• 2024-04-10: Filing Date — Date the Definitive Proxy Statement was filed with the SEC.

Glossary

DEF 14A

Definitive Proxy Statement filed under Section 14(a) of the Securities Exchange Act of 1934. (Standard SEC filing for soliciting shareholder votes.)

Equity Incentive Plan

A plan that allows a company to grant stock options or other equity-based awards to employees and executives. (Key proposal involves amending this plan to increase share availability.)

Key Financial Figures

• $0.00001 — d shares of our common stock, par value $0.00001 per share as of the close of business o

Filing Documents

• tm242749-5_def14a.htm (DEF 14A) — 776KB
• bc_netloss-4clr.jpg (GRAPHIC) — 53KB
• bc_tsr-4clr.jpg (GRAPHIC) — 54KB
• ic_intern-4clr.jpg (GRAPHIC) — 3KB
• ic_mail-4clr.jpg (GRAPHIC) — 3KB
• ic_phone-4clr.jpg (GRAPHIC) — 2KB
• ic_webcast-4clr.jpg (GRAPHIC) — 3KB
• lg_audioeyetm-4c.jpg (GRAPHIC) — 11KB
• px_2024audioeye01pg01-bw.jpg (GRAPHIC) — 244KB
• px_2024audioeye01pg02-bw.jpg (GRAPHIC) — 195KB
• 0001104659-24-045807.txt (&nbsp;) — 1498KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 19 Executive Summary 19 Compensation Discussion and Analysis 19 Summary Compensation Table for Fiscal Year 2023 21 Summary of Compensatory Arrangements with Named Executive Officers, including in connection with a Termination or a Change in Control 22 Outstanding Equity Awards at 2023 Fiscal Year End 25 Additional Potential Payments for Accelerated Equity Awards 26 Pay Versus Performance Table 26 ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL NO. 2) 29 APPROVAL OF AMENDMENTS TO THE 2020 EQUITY INCENTIVE PLAN (PROPOSAL NO. 3) 30 APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE OR LIMIT THE PERSONAL LIABILITY OF OFFICERS (PROPOSAL NO. 4) 40 AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 42 Report of the Audit Committee 42 Independent Registered Public Accounting Firm Fees and Services 43 Policy on Audit Committee Pre-Approval 43 RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL NO. 5) 44

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 45 NO DELINQUENT SECTION 16(a) REPORTS 47 STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING 48 HOUSEHOLDING OF PROXY MATERIALS 49 OTHER MATTERS 49 APPENDIX A–AUDIOEYE, INC. 2020 EQUITY INCENTIVE PLAN, AS PROPOSED TO BE AMENDED A-1 APPENDIX B–CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION B-1 TABLE OF CONTENTS PROXY STATEMENT Our Board of Directors is soliciting proxies from our stockholders in connection with AudioEye's 2024 Annual Meeting of Stockholders. When used in this Proxy Statement, the terms "we," "us," "our," "the Company" and "AudioEye" refer to AudioEye, Inc. and any consolidated subsidiaries. On or about April 10, 2024, a Notice of Internet Availability of Proxy Materials (the "Notice") is first being mailed to our stockholders of record as of the Record Date, and our proxy materials are first being posted on the website referenced in the Notice and this Proxy Statement. SUMMARY This summary highlights information contained in the Proxy Statement. It does not include all of the information that you should consider prior to voting, and we encourage you to read the entire document prior to voting. For more complete information regarding our 2023 financial performance, please review our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the "SEC") on March 7, 2024. Stockholders are being asked to vote on the following matters at the 2024 Annual Meeting of Stockholders: Our Board's Recommendation

Election of Directors (page 7 )

ITEM 1. Election of Directors (page 7 ) Our Board of Directors (the "Board") and the Nominating and Corporate Governance Committee of the Board believe that the five director nominees possess the necessary qualifications, attributes, skills and experiences to provide quality advice and counsel to our management and effectively oversee the business and the long-term interests of our stockholders. FOR each Director Nominee

Advisory Vote to Approve Executive Compensation (page 29 )

ITEM 2. Advisory Vote to Approve Executive Compensation (page 29 ) We seek a non-binding advisory vote to approve the compensation of our named executive officers as described in the Executive Compensation section of the Proxy Statement beginning on page 19. The Board values our stockholders' opinions, and the Compensation Committee of the Board will take into account the outcome of the advisory vote when considering future executive compensation decisions. FOR

Advisory Vote to Approve Increase in Shares under the 2020 Equity Incentive Plan (page 30 )

ITEM 3. Advisory Vote to Approve Increase in Shares under the 2020 Equity Incentive Plan (page 30 ) We seek stockholder approval of amendments to the 2020 Equity Incentive Plan to increase the number of shares authorized for issuance under the 2020 Equity Incentive Plan and the number of such shares that can be delivered in respect of incentive stock options, from 2,500,000 shares to 4,000,000 shares, and to extend the term of the 2020 Equity Incentive Plan. This will provide us a share reserve that will enable us to continue to provide a competitive mix of compensation to key employees and potential new employees. FOR

Advisory Vote to Approve an Amendment to our Certificate of Incorporation (page 40 )

ITEM 4. Advisory Vote to Approve an Amendment to our Certificate of Incorporation (page 40 ) We seek stockholder approval of an amendment to our Restated Certificate of Incorporation to eliminate or limit the personal liability of officers to the extent permitted by the Delaware General Corporation Law. FOR 1 TABLE OF CONTENTS Our Board's Recommendation ITEM 5. Ratification of the Appointment of MaloneBailey, LLP, as AudioEye's Independent Registered Public Accounting Firm (page 44 ) The Audit Committee of the Board believes that the retention of MaloneBailey, LLP, to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024, is in the best interest of AudioEye and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee's selection of the independent registered public accounting firm. FOR 2 TABLE OF CONTENTS QUESTIONS AND ANSWERS ABOUT THE VIRTUAL ANNUAL MEETING AND VOTING How can I participate in the Virtual Annual Meeting? Like last year, our Annual Meeting this year will be a completely virtual meeting. There will be no physical meeting location. To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/AEYE2024 and enter the 16-digit control number included on your Notice, on your proxy card, or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 9:30 a.m., Eastern Time ("ET"), on May 24, 2024. The meeting will begin promptly at 10:00 a.m. ET on May 24, 2024. If you wish to submit a question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/AEYE2024 and follow the instructions in the virtual meeting platform for submitting a question. Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints and rules of conduct. Questions regarding

View Full Filing

View this DEF 14A filing on SEC EDGAR