ClearOne Sets Virtual Annual Meeting to Elect Five Directors

TL;DR

**CLRO's virtual annual meeting is a must-watch for shareholders, as the board election will dictate future strategic direction and could signal stability or change.**

AI Summary

ClearOne Inc. (CLRO) is holding its Annual Meeting of Shareholders on December 29, 2025, to elect five directors and address other business. The meeting will be exclusively online via a live audio-only webcast, with no physical location. As of the record date, December 11, 2025, there were 2,237,912 shares of common stock issued and outstanding. The Board of Directors recommends voting 'FOR' the election of all five director nominees, including current directors Ms. Higley, Mr. Robinson, and Mr. Whaley, and 'FOR' any other matters properly presented. The company is utilizing a 'full set delivery' option, providing paper copies of proxy materials and online access. Key officers Derek L. Graham (CEO) and Simon Brewer (CFO and Corporate Secretary) are designated as proxies. The company will bear the costs of proxy solicitation.

Why It Matters

This DEF 14A filing outlines ClearOne's upcoming virtual annual meeting, a critical event for corporate governance as shareholders will elect five directors. For investors, understanding the board's composition and recommendations is crucial for assessing future strategic direction and oversight, especially given the company's fully virtual format which could impact shareholder engagement. Employees and customers might see indirect impacts through board decisions on company strategy and operational efficiency. In a competitive market, a stable and effective board is vital for ClearOne to navigate challenges and pursue growth opportunities, making this election a foundational element for its future performance.

Risk Assessment

Risk Level: low — The risk level is low as this DEF 14A filing primarily concerns routine corporate governance, specifically the election of five directors and the logistics of the Annual Meeting. There are no immediate indications of contentious proposals, significant financial distress, or material changes in company operations that would suggest a higher risk. The company explicitly states it is not aware of any other matters to be presented beyond the director election.

Analyst Insight

Investors should carefully review the backgrounds of the five director nominees, particularly Eric L. Robinson, Eric Boehnke, Lisa B. Higley, Youngsun Park, and Bruce Whaley, to understand their qualifications and potential impact on ClearOne's governance. Participate in the virtual Annual Meeting on December 29, 2025, to ask questions and exercise voting rights, especially since all matters are non-routine and require specific shareholder instructions.

Key Numbers

• 2025-12-29 — Annual Meeting Date (Date of the virtual Annual Meeting of Shareholders)
• 2025-12-11 — Record Date (Shareholders of record on this date are eligible to vote)
• 2,237,912 — Shares Outstanding (Number of common stock shares issued and outstanding as of the Record Date)
• 5 — Number of Directors (Fixed number of directors on the Board and nominees for election)
• 9:30 a.m. — Meeting Time (Start time of the virtual Annual Meeting (Mountain Time))
• 2024 — Annual Report Year (The Annual Report on Form 10-K for the year ended December 31, 2024)
• 15-digit — Control Number Length (Required for shareholders to participate in the virtual Annual Meeting)
• 4 — Business Days (Timeline for filing Form 8-K with voting results after the Annual Meeting)

Key Players & Entities

• CLEARONE INC (company) — Registrant
• Simon Brewer (person) — Chief Financial Officer and Corporate Secretary
• Derek L. Graham (person) — Chief Executive Officer and designated proxy
• Eric L. Robinson (person) — Chairman and Director nominee
• Lisa B. Higley (person) — Director nominee and daughter of former Chairman Edward D. Bagley
• Bruce Whaley (person) — Director nominee
• Eric Boehnke (person) — Director nominee
• Youngsun Park (person) — Director nominee
• SEC (regulator) — Securities and Exchange Commission
• Colonial Stock Transfer Company, Inc. (company) — Transfer agent and virtual meeting host

FAQ

Industry Context

ClearOne operates in the audio and visual communications solutions market, providing products for conferencing, collaboration, and network streaming. The industry is characterized by rapid technological advancements and increasing demand for integrated communication platforms, driven by remote work trends and the need for seamless collaboration.

Regulatory Implications

As a publicly traded company, ClearOne is subject to SEC regulations, including those governing proxy solicitations and shareholder meetings. Compliance with these regulations ensures transparency and fair governance practices. The company's adherence to 'full set delivery' for proxy materials is a direct response to regulatory requirements and best practices.

What Investors Should Do

1. Review the proxy statement and 2024 Annual Report available at www.colonialstock.com/clroinc2025 to understand the proposals and director nominees.
2. Vote FOR the election of the five director nominees recommended by the Board of Directors.
3. Ensure voting instructions are provided to your broker if your shares are held in street name, as all matters are non-routine.
4. Attend the virtual Annual Meeting on December 29, 2025, at 9:30 a.m. Mountain Time, by using the provided control number for participation.

Key Dates

• 2025-12-29: Annual Meeting of Shareholders — Shareholders will vote on the election of directors and other business matters. The meeting will be held exclusively online.
• 2025-12-11: Record Date — Shareholders of record on this date are eligible to vote at the Annual Meeting. There were 2,237,912 shares outstanding.
• 2025-12-17: Distribution of Proxy Materials — Proxy statement, proxy card, and 2024 Annual Report are sent to shareholders. Materials are also available online.

Glossary

Proxy Statement

A document required by the SEC that provides shareholders with information about matters to be voted on at a shareholder meeting, enabling them to make informed decisions. (This document is the primary source of information for shareholders to understand the proposals and make their voting decisions for the Annual Meeting.)

Record Date

A specific date set by the company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Establishes the pool of shareholders entitled to vote, with 2,237,912 shares outstanding as of December 11, 2025.)

Street Name Holder

A shareholder whose shares are held in an account by a brokerage firm, bank, or other nominee, rather than being registered directly in the shareholder's name. (Highlights the importance of beneficial owners instructing their brokers on how to vote, as brokers cannot vote on non-routine matters without instructions.)

Broker Non-Vote

Shares held by a broker in street name for which the broker has not received voting instructions from the customer on non-routine matters. (Indicates that broker non-votes will not affect the outcome of director elections or other non-routine matters if shareholders provide voting instructions.)

Full Set Delivery

A proxy material delivery option where companies send paper copies of all proxy materials to shareholders, in addition to providing online access. (ClearOne has elected this option, meaning shareholders will receive paper copies of the proxy statement, proxy card, and annual report.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting, referencing the 2024 Annual Report. Key metrics such as revenue, net income, and margins for the year ended December 31, 2024, would typically be found in the referenced 10-K filing, which is not directly detailed within this proxy statement. The primary focus here is on corporate governance, director elections, and the procedural aspects of the upcoming shareholder meeting.

Key Financial Figures

• $150 million — ehnke was involved in raising more than $150 million of capital through both debt and equity

Filing Documents

• clro-20241231.htm (DEF 14A) — 475KB
• c50b9895c209d6342332.jpg (GRAPHIC) — 59KB
• ccb5c4ce29fd63723fb2.jpg (GRAPHIC) — 192KB
• ccff432b0e1d62e216de.jpg (GRAPHIC) — 68KB
• 0001753926-25-001907.txt ( ) — 2228KB
• clro-20241231.xsd (EX-101.SCH) — 4KB
• clro-20241231_cal.xml (EX-101.CAL) — 1KB
• clro-20241231_def.xml (EX-101.DEF) — 1KB
• clro-20241231_lab.xml (EX-101.LAB) — 75KB
• clro-20241231_pre.xml (EX-101.PRE) — 56KB
• clro-20241231_htm.xml (XML) — 297KB

From the Filing

clro-20241231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a -101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] 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)). [X] Definitive Proxy Statement. [ ] Definitive Additional Materials. [ ] Soliciting Material Pursuant to 240.14a -12. ClearOne , Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a -6( i )(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: 1 CLEARONE , INC. Notice of Annual Meeting of Shareholders Date December 29, 2025 Time 9:30 a.m. Mountain time Website www.colonialstock.com/clroinc2025 Record date December 11, 2025. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting. Proxy voting This proxy statement ("Proxy Statement") is being furnished to the shareholders (the "Shareholders") of ClearOne, Inc., a Delaware corporation (the "Company" or "ClearOne"), in connection with the solicitation of proxies by the Board of Directors of the Company (the "Board") from the Shareholders for use at the Annual Meeting of Shareholders to be held at 9:30 a.m., Mountain Time, on Monday, December 29, 2025, and any continuations, postponements or adjournments thereof (the "Annual Meeting"). The Annual Meeting will be held exclusively online, via a live audio-only webcast. If you plan to attend the virtual meeting, please see the information below as well as the attendance and registration instructions in the proxy statement. There will be no physical location for this meeting. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR ANNUAL MEETING TO BE HELD ON DECEMBER 29, 2025. Because we have elected to utilize the "full set delivery" option, we are delivering to all Shareholders paper copies of all of our proxy materials, including a proxy card, as well as providing access to our proxy materials on a publicly accessible website. Our proxy statement, form of proxy card, and Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Annual Report") are available online at www.colonialstock.com/clroinc2025 . On or about December 17, 2025, we will have sent to our Shareholders a proxy statement, a form of proxy card, and the 2024 Annual Report. Whether or not you plan to attend the virtual Annual Meeting, the Company urges you to read this material carefully and vote your shares. Shareholders will have the opportunity to present questions, including regarding the 2024 Annual Report, to management at the Annual Meeting. Items of business 1. To elect five members of our Board of Directors; 2. To transact such other business as may properly come before the meeting or any adjournment thereof. The items of business are more fully described in the proxy statement accompanying this notice. Sincerely, Simon Brewer Chief Financial Officer and Corporate Secretary Salt Lake City, Utah December 17, 2025 2 CLEARONE , INC. Annual Meeting of Shareholders Proxy Statement This proxy statement is solicited by and on behalf of the Board of Directors of ClearOne , Inc., a Delaware corporation (hereinafter referred to as the "Company," " ClearOne ," "we," "us" or "our"), for use at the Annual Meeting of Shareholders (the "Annual Meeting"), to be held on Monday, December 29, 2025. The Annual Meeting will be held exclusively online, via a live audio-only webcast. If you plan to attend the virtual meeting, please see the information below as well as the attendance and registration instructions in the proxy statement. There will be no physical location for this meeting. These proxy solicitation materials will be distributed on or about December 17, 2025 to all

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