ON24 Inc. Schedules Annual Meeting of Stockholders for June 21, 2024

TL;DR

<b>ON24, Inc. is holding its Annual Stockholder Meeting on June 21, 2024, to elect directors and ratify auditors.</b>

AI Summary

ON24 INC. (ONTF) filed a Proxy Statement (DEF 14A) with the SEC on April 25, 2024. ON24, Inc. will hold its Annual Meeting of Stockholders on June 21, 2024, at 8:30 a.m. Pacific Time. The meeting will take place in person at the company's corporate headquarters at 50 Beale Street, 8th Floor, San Francisco, California. Stockholders will be asked to elect three Class III directors to the board of directors. The appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, will be ratified. Proxy materials are available online at www.ProxyVote.com, with a Notice of Internet Availability being sent on or about April 25, 2024.

Why It Matters

For investors and stakeholders tracking ON24 INC., this filing contains several important signals. This filing is a definitive proxy statement, indicating that the company is proceeding with its annual meeting and seeking shareholder votes on key corporate governance matters. The company is providing access to proxy materials online via 'notice and access' rules, which is a common practice for efficiency and cost savings in shareholder communications.

Risk Assessment

Risk Level: low — ON24 INC. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational concerns highlighted.

Analyst Insight

Review the director nominees and the ratification of the auditor to make an informed voting decision.

Key Numbers

• June 21, 2024 — Annual Meeting Date (ON24, Inc. Annual Meeting of Stockholders)
• 8:30 a.m. Pacific Time — Meeting Time (ON24, Inc. Annual Meeting of Stockholders)
• Three — Directors to be Elected (Class III directors)
• December 31, 2024 — Fiscal Year End (Independent registered public accounting firm's fiscal year)

Key Players & Entities

• ON24 INC. (company) — Registrant
• KPMG LLP (company) — independent registered public accounting firm
• June 21, 2024 (date) — Annual Meeting date
• April 25, 2024 (date) — Notice of Internet Availability mailing date
• 50 Beale Street, 8th Floor, San Francisco, CA 94105 (location) — Corporate headquarters address
• www.ProxyVote.com (url) — Proxy materials website

FAQ

Industry Context

ON24, Inc. operates in the software industry, providing cloud-based engagement solutions. This filing pertains to corporate governance and shareholder voting.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the solicitation of proxies for company shareholder meetings.

What Investors Should Do

1. Review the proxy statement for details on director nominees and their qualifications.
2. Examine the proposal to ratify KPMG LLP as the independent auditor for fiscal year 2024.
3. Vote your shares by the deadline to ensure your participation in corporate governance decisions.

Key Dates

• 2024-06-21: Annual Meeting of Stockholders — Election of directors and ratification of auditor appointment.
• 2024-04-25: Commencement of Proxy Material Delivery — Notice of Internet Availability of Proxy Materials sent to stockholders.

Year-Over-Year Comparison

This is a definitive proxy statement (DEF 14A) filed for the upcoming annual meeting, distinct from previous filings which might have included quarterly or annual reports.

Key Financial Figures

• $14,000 — rk, NY 10036, at an anticipated cost of $14,000, plus reimbursement of out-of-pocket ex

Filing Documents

• ontfdef14a2024.htm (DEF 14A) — 492KB
• on24inc_prxyxgt20xp07020x2b.jpg (GRAPHIC) — 429KB
• on24inc_prxyxgt20xp07020x2c.jpg (GRAPHIC) — 195KB
• on24logoa.jpg (GRAPHIC) — 19KB
• sharatsignaturea.jpg (GRAPHIC) — 5KB
• weesnersignaturea.jpg (GRAPHIC) — 6KB
• 0001110611-24-000014.txt (&nbsp;) — 1394KB

Forward-Looking Statements

Forward-Looking Statements 7 Corporate Governance 7 Director Independence 7 Declassifying Board of Directors 7 Board Leadership Structure 8 Attendance by Members of the Board at Meetings 8 Executive Sessions 8 Committees of our Board of Directors 8 Independence and Current Committee Positions 9 Audit Committee 9 Compensation Committee 10 Nominating and Corporate Governance Committee 10 Environmental, Social and Governance 11 Compensation Committee Interlocks and Insider Participation 11 Code of Conduct 11 Director Compensation 11 Proposal 1 Election of Directors 13 Our Directors 13 Information about Class III Director Nominees 13 Board Recommendation 14 Information about Other Directors Not Standing for Election at this Meeting 14 Executive Officers 15

Executive Compensation

Executive Compensation 16 Summary Compensation Table 16 Base Salary 17 Bonus and Commission 17 Long-Term Equity Incentive Awards 17 Employment Arrangements with our Named Executive Officers 17 Executive Severance Program 17 Outstanding Equity Awards at Fiscal Year-End 20 Employee Benefit and Equity Compensation Plans 21 2021 Equity Incentive Plan 21 2014 Stock Option Plan 22 2000 Stock Option Plan 23 401(k) Plan 23 Equity Compensation Plan Information 23 Proposal 2 Ratification of Independent Registered Public Accounting Firm 24 Board Recommendation 24 Fees Paid to the Independent Registered Public Accounting Firm 24 Pre-Approval Policies and Procedures 24 Audit Committee Report 25 Relationships and Related Party Transactions 25 Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons 25 Related Party Transactions 25

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 26 Other Matters 27 Delinquent Section 16(a) Reports 27 Stockholder Proposals and Nominations 27 Householding of Proxy Materials 28 Other Business 28 Proxy Card 29 3 PROXY STATEMENT INFORMATION CONCERNING VOTING AND SOLICITATION General Your proxy is solicited on behalf of the board of directors of ON24, Inc., a Delaware corporation ("ON24," the "Company," "we," "us" or "our"), for use at our 2024 Annual Meeting of Stockholders (the "Annual Meeting") to be held on June 21, 2024, at 830 a.m., Pacific Time, or at any continuation, postponement or adjournment thereof, for the purposes discussed in this proxy statement, as well as any business properly brought before the Annual Meeting. Proxies are solicited to give all stockholders of record an opportunity to vote on matters properly presented at the Annual Meeting. The Annual Meeting will be held in person at our corporate headquarters at 50 Beale Street, 8th Floor, San Francisco, California 94105. You will have the ability to submit questions prior to and during the Annual Meeting. Please be sure to follow instructions found on your proxy card andor Voting Authorization Form and subsequent instructions that will be delivered to you via email. We have elected to provide access to our proxy materials over the Internet. Accordingly, on or about April 25, 2024, we are commencing delivery of a Notice of Internet Availability of Proxy Materials to most of our stockholders of record, and paper copies of the proxy materials to certain other stockholders of record. All stockholders will have the ability to access the proxy materials on the website referred to in the notice or request to receive a printed set of the proxy materials. You can find instructions on how to request a printed copy by mail or electronically on the notice and on the website referred to in the notice, including an option to request paper copies on an ongoing basi

Forward-Looking Statements

Forward-Looking Statements This proxy statement contains "forward-looking statements" (as defined in the Private Securities Litigation Reform Act of 1995). These statements are based on our current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding actions to be taken by us. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those mentioned in the risk factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, and in our periodic reports on Form 10-Q and our current reports on Form 8-K. CORPORATE GOVERNANCE Our board of directors consists of nine members. Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal. Cynthia Paul and Ronald Mitchell were appointed to our board of directors in March 2023 in connection with the Cooperation Agreement with Indaba Capital Management, L.P. ("Indaba"), dated March 11, 2023.Ms. Paul was elected at the 2023 annual meeting of stockholders (the "2023 Annual Meeting") as a Class II director with a term expiring at the 2026 annual meeting of stockholders (the "2026 Annual Meeting"). Mr. Mitchell serves as a Class I director with a term expiring at the 2025 annual meeting of stockholders (the "2025 Annual Meeting"). Also in connection with the Cooperation Agreement, Mr. Mitchell submitted an irrevocable letter of resignation that we could cause to become effective at the Annual Meeting upon proper notice. Ahead of such time, however, we entered into a Letter Agreement (the "Letter Agreement"), dated February 22, 2024, with Indaba. Pursuan

View Full Filing

View this DEF 14A filing on SEC EDGAR