Lindblad Expeditions Files Definitive Proxy Statement

TL;DR

Lindblad Expeditions filed its proxy statement for 2023. Get ready to vote.

AI Summary

Lindblad Expeditions Holdings, Inc. filed a DEF 14A on May 31, 2024, related to their fiscal year ending December 31, 2023. The filing is a definitive proxy statement, indicating it contains important information for shareholders regarding upcoming meetings or votes. The company, previously known as Capitol Acquisition Corp. II, is headquartered in New York.

Why It Matters

This filing provides shareholders with crucial information for upcoming votes, impacting corporate governance and strategic decisions for Lindblad Expeditions.

Risk Assessment

Risk Level: low — This is a routine filing of a definitive proxy statement, which is standard corporate procedure and does not inherently indicate new risks.

Key Players & Entities

• LINDBLAD EXPEDITIONS HOLDINGS, INC. (company) — Registrant
• Capitol Acquisition Corp. II (company) — Former company name
• 20231231 (date) — Fiscal year end
• 20240531 (date) — Filing date

FAQ

Filing Documents

• lindb20240530_def14a.htm (DEF 14A) — 19KB
• lindb20240530_def14aimg001.jpg (GRAPHIC) — 9KB
• 0001437749-24-018768.txt ( ) — 32KB

From the Filing

DEF 14A 1 lindb20240530_def14a.htm FORM DEF 14A lindb20240530_def14a.htm 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 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 Lindblad Expeditions Holdings, 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): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. SUPPLEMENT TO PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS To Be Held June 4, 2024 Dear Stockholders: We, the Board of Directors (the "Board") of Lindblad Expeditions Holdings, Inc. (the "Company"), are writing to provide you with additional information related to management's proposals, including the nominations for director re-elections, at the upcoming 2024 Annual Meeting of Stockholders (the "Annual Meeting"). Specifically, we are providing information regarding our commitment to ensuring the Board is composed of directors that bring diverse perspectives and backgrounds to the Board and have strategically aligned and complementary skills to meet the needs of our business. Additionally, the Company wishes to provide some additional information about its compensation for named executive officers. BOARD COMMITMENT TO APPOINT RACIALLY, ETHNICALLY AND/OR ADDITIONAL GENDER DIVERSE DIRECTORS Our Board, through the Nominating Committee of the Board, is committed to identifying and retaining strong directors who bring strategic skills and perspectives to the Board and reflect diverse backgrounds and viewpoints. Through our Nominating Committee, we recognize our responsibility to ensure that nominees for the Board possess the highest personal and professional ethics, integrity and values, and are committed to representing the long-term interests of the Company and its stockholders. We continually assess the performance and composition of our Board, and regularly review the skills, experience and attributes represented by our Board members. We highly value all aspects of diversity on our Board, including racial, ethnic, and gender diversity. Our strong Board, which reflects directors with skills and expertise relevant to our unique business, is the product of the strides we have made to ensure our Board membership reflects the evolving needs of our business, our stockholders and our other stakeholders. Furthermore, we are proud to have two strong women directors on our Board and one director who identifies as LGBTQ+, but we know that we can do more in furtherance of our commitment to a strong and diverse Board, including identifying and appointing racially and/or ethnically diverse directors, as well as additional women directors, where the opportunity arises. In furtherance of the above, in January 2024, the Company retained a highly regarded independent search firm specializing in identifying and recruiting prospective diverse board members, to begin a search for a new independent director with relevant skills and industry experience, who could also add racial, ethnic and/or additional gender diversity to the Board. We have been actively interviewing candidates, and we fully expect to appoint an additional diverse director by the end of this year. We currently fully comply with the Nasdaq diversity rules which require one gender, LGBTQ+, racially or ethnically diverse director. The Board is committed to remaining compliant with the additional requirements of the Nasdaq diversity rules, which require two diverse directors by December 31, 2026. In connection with our commitment to identify and appoint additional diverse directors, we recommend that stockholders vote FOR Proposal No. 1 to re-elect all nominees, including the current Chair of the Nominating Committee, Mark D. Ein, as Class C Directors of the Company. ADDITIONAL INFORMATION ON SAY-ON-PAY RECOMMENDATIONS FROM PROXY ADVISORS In 2023, our founder, Sven-Olof Lindblad, returned to the role of CEO with a total compensation package significantly below the compensation packages of our peers' CEOs. In connection with Mr. Lindblad's appointment as CEO, the Compensation Committee of the Board deemed it appropriate to provide Mr. Lindblad with a one-time sign-on equity award in light of his prior experience as the Company's founder and CEO and to incentivize Mr. Lindblad to further maximize stockholder value and align his interests to those of the stockholders of the Compan

View Full Filing

View this DEF 14A filing on SEC EDGAR