indie Semiconductor files supplemental proxy materials

TL;DR

INDIE filed more proxy docs, check for updates.

AI Summary

indie Semiconductor, Inc. is filing a Definitive Additional Materials proxy statement on June 3, 2024. This filing relates to a previous proxy statement issued on April 25, 2024. The company was formerly known as Thunder Bridge II Surviving Pubco, Inc. before changing its name on January 22, 2021.

Why It Matters

This filing indicates ongoing corporate actions or disclosures requiring additional shareholder information beyond the initial proxy statement.

Risk Assessment

Risk Level: low — This is a routine filing of additional proxy materials, not indicating immediate financial distress or significant new risks.

Key Players & Entities

• indie Semiconductor, Inc. (company) — Registrant
• Thunder Bridge II Surviving Pubco, Inc. (company) — Former company name
• 20240603 (date) — Filing date
• 20240425 (date) — Date of initial proxy statement

FAQ

Key Financial Figures

• $20 — hievement of the stock price hurdles of $20.00, $30.00 and $40.00 per share of our
• $30.00 — t of the stock price hurdles of $20.00, $30.00 and $40.00 per share of our Class A com
• $40.00 — ock price hurdles of $20.00, $30.00 and $40.00 per share of our Class A common stock.
• $5.79 — that our Class A common stock closed at $5.79 on the date of grant. indie's Class A c

Filing Documents

• a2024supplementalproxymate.htm (DEFA14A) — 36KB
• 0001628280-24-026421.txt ( ) — 37KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement x Definitive Additional Materials o Soliciting Material Pursuant to 240.14a-12 indie Semiconductor, Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply) x No fee required. o Fee paid previously with preliminary materials. o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. INDIE SEMICONDUCTOR, INC. Dear Stockholder On April 25, 2024, indie Semiconductor, Inc. ("indie," the "Company," "we" or "our") filed a definitive proxy statement ("Proxy Statement") in connection with our 2024 Annual Meeting of Stockholders, to be held on June 13, 2024 (the "Annual Meeting"). One of the proposals to be voted on by our stockholders at the Annual Meeting, described in Proposal Four of our Proxy Statement, is the approval of an amended 2021 Omnibus Equity Incentive Plan ("Equity Plan Proposal"). If approved by our stockholders at the Annual Meeting, the Equity Plan Proposal would allow indie to continue to provide equity awards as part of the Company's compensation program, a very important tool for attracting, motivating and retaining talented employees. To assist our stockholders in their consideration of this key proposal, we are providing important additional context regarding the Equity Plan Proposal. Specifically, Institutional Shareholder Services ("ISS") has released a report recommending that our stockholders vote against the Equity Plan Proposal. Although we appreciate ISS's approach, their formula-based analysis in recommending against the Equity Plan Proposal does not give sufficient consideration to several crucial factors for a growth-stage company like indie, which are described below. Our Board of Directors (the "Board") unanimously recommends that stockholders vote FOR the Equity Plan Proposal (Proposal Four). Our Compensation Philosophy indie is growing rapidly, with 2023 revenue increasing 101% over the prior year, and employee headcount growing roughly 50% from approximately 600 to over 900 people during fiscal year 2023. In order to continue our growth, it requires adding and retaining critical talent at all levels. Currently, all employees, officers and directors of the Company (including all of our named executive officers and non-employee directors), are considered eligible to participate under the 2021 Omnibus Equity Incentive Plan ("2021 Plan"). The Company relies on equity awards as a key part of its total compensation philosophy, allowing indie to Use equity as a recruitment and retention tool to attract and retain talented employees, directors and officers Deliver compelling total compensation packages in a highly competitive talent marketplace, including issuing performance-based awards to senior executives with vesting tied to key financial, operational, andor stock price objectives Motivate high levels of performance and closely align the interests of employees, directors and officers to our stockholders Fund our Employee Equity Participation Plan (the "EEPP") which allows our officers and employees to elect to receive a percentage of their cash base salary in the form of fully vested stock awards granted under the 2021 Plan. Equity compensation gives employees, directors and officers an opportunity to hold an ownership stake in the Company, and provides an effective means of participation in the success of the Company Have flexibility to allocate cash to business uses to support our growth strategy other than compensation. The Company historically has been conservative with cash compensation, including paying annual bonuses for performance in immediately vested shares awarded under the 2021 Plan and Support potential business objectives designed to enhance stockholder value. indie's growth strategy includes acquiring or investing in businesses that offer complementary products, services and technologies, or enhance our market coverage or technological capabilities. This growth strategy often requires cash resources, which mandates that indie use incentive equity for compensation instead of cash. indie has completed multiple strategic acquisitions of businesses that complement our existing technologies and portfolio of products. In addition to using incentive equity in lieu of cash for our current workforce, in recent acquisitions, we used equity awards as a meaningful portion of the transaction consideration tied to retaining new emp

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View this DEFA14A filing on SEC EDGAR