Owlet Seeks Shareholder Approval for Director Slate, Equity Plan Boost, Officer Exculpation

TL;DR

**Owlet's pushing for more stock for execs and less officer liability, which smells like dilution and reduced accountability for shareholders.**

AI Summary

Owlet, Inc. (OWLTW) is holding its 2025 Annual Meeting of Stockholders virtually on October 8, 2025, at 1:00 p.m. Eastern Time. Key proposals include the election of three Class I directors (Zane M. Burke, John C. Kim, and Melissa A. Gonzales) to serve until the 2028 annual meeting. The company is also seeking approval to amend the 2021 Incentive Award Plan to increase the number of Class A common stock shares reserved for issuance, and to ratify PricewaterhouseCoopers LLP as its independent registered public accounting firm for 2025. Additionally, Owlet proposes an amendment to its Certificate of Incorporation to exculpate officers from breaches of fiduciary duty, and seeks approval for the issuance of Common Stock upon the exchange of outstanding warrants, as required by NYSE Section 312.03. The Board recommends a 'FOR' vote on all proposals, including an adjournment if necessary to secure sufficient votes for Proposals 2, 4, and 5. As of the August 25, 2025 record date, there were 17,075,586 shares of Common Stock, 11,479 shares of Series A Preferred Stock (representing 1,673,320 voting shares), and 9,250 shares of Series B Preferred Stock (representing 1,199,348 voting shares) outstanding.

Why It Matters

This DEF 14A filing outlines critical governance and compensation decisions for Owlet, Inc., directly impacting investor dilution, executive accountability, and future equity incentives. The proposed increase in shares for the 2021 Incentive Award Plan could lead to significant dilution for existing shareholders, while officer exculpation may reduce legal recourse for fiduciary breaches. Approval of warrant exchanges under NYSE rules is crucial for maintaining listing compliance and potentially simplifying the capital structure. These actions will shape Owlet's competitive position in the digital health infant monitoring market by influencing its ability to attract and retain talent and manage its financial liabilities.

Risk Assessment

Risk Level: medium — The proposal to increase shares for the 2021 Incentive Award Plan and the approval of common stock issuance for warrant exchanges present a risk of dilution for existing shareholders. Additionally, the amendment to exculpate officers from breaches of fiduciary duty, while permitted by Delaware law, could reduce accountability and increase risk for investors by limiting legal recourse against officers for certain actions.

Analyst Insight

Investors should carefully review the potential dilution from the proposed equity plan amendment and warrant exchanges, and consider the implications of officer exculpation on corporate governance. Vote 'FOR' directors if you support the current board's strategic direction, but consider voting 'AGAINST' proposals that could significantly dilute your holdings or reduce executive accountability if you have concerns.

Key Numbers

• October 8, 2025 — Annual Meeting Date (Date of Owlet's 2025 Annual Meeting of Stockholders)
• 1:00 p.m. (Eastern Time) — Annual Meeting Time (Scheduled start time for the virtual Annual Meeting)
• 17,075,586 — Common Stock Shares Outstanding (Number of Common Stock shares entitled to vote as of August 25, 2025)
• 1,673,320 — Series A Preferred Stock Voting Power (Voting power represented by 11,479 shares of Series A Preferred Stock outstanding)
• 1,199,348 — Series B Preferred Stock Voting Power (Voting power represented by 9,250 shares of Series B Preferred Stock outstanding)
• 3 — Class I Director Nominees (Number of directors proposed for election to hold office until 2028)
• 6 — Proposals for Vote (Total number of proposals presented to stockholders at the Annual Meeting)

Key Players & Entities

• Owlet, Inc. (company) — Registrant and digital health infant monitoring platform
• Kurt Workman (person) — Co-Founder, Chief Executive Officer, and Director of Owlet, Inc.
• Zane M. Burke (person) — Nominee for Class I Director
• John C. Kim (person) — Nominee for Class I Director
• Melissa A. Gonzales (person) — Nominee for Class I Director
• PricewaterhouseCoopers LLP (company) — Independent registered public accounting firm for 2025
• New York Stock Exchange (regulator) — Governing body for Section 312.03 Listed Company Manual
• General Corporation Law of the State of Delaware (regulator) — Governing law for officer exculpation
• $0.0001 (dollar_amount) — Par value per share of Class A common stock, Series A Convertible Preferred Stock, and Series B Convertible Preferred Stock
• August 25, 2025 (date) — Record Date for the Annual Meeting

FAQ

Risk Factors

• Exculpation of Officers from Breach of Fiduciary Duty [medium — legal]: The company proposes to amend its Certificate of Incorporation to exculpate officers from liability for breaches of fiduciary duty. This proposal aims to reduce potential litigation risks for officers, but could also reduce accountability for their actions.
• NYSE Listing Standards Compliance [high — regulatory]: Owlet seeks approval for the issuance of Common Stock upon the exchange of outstanding warrants, as required by NYSE Section 312.03. Failure to comply with NYSE listing standards could result in delisting.
• Reliance on Incentive Award Plan [medium — financial]: The company is seeking to increase the number of shares reserved for issuance under its 2021 Incentive Award Plan. This indicates a continued reliance on equity-based compensation to attract and retain talent, which can dilute existing shareholders.

Industry Context

Owlet operates in the connected device and infant care market, facing competition from both established baby product manufacturers and emerging technology companies. The industry is characterized by rapid innovation, increasing consumer demand for smart and data-driven solutions, and evolving regulatory landscapes concerning product safety and data privacy.

Regulatory Implications

Owlet must adhere to various regulations related to product safety, particularly for infant-related devices. The proposed exculpation of officers from fiduciary duty breaches could face scrutiny regarding corporate governance standards. Compliance with NYSE listing requirements is critical to maintain market access.

What Investors Should Do

1. Review the proposals carefully, especially the amendment to the Certificate of Incorporation regarding officer exculpation, to understand potential impacts on corporate governance and accountability.
2. Vote on the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm, a standard but important governance check.
3. Consider the implications of increasing the share reserve for the 2021 Incentive Award Plan on potential future dilution.
4. Ensure your vote is cast by the deadline to be counted for the election of directors and approval of key proposals, as the company may adjourn the meeting if sufficient votes are not secured.

Key Dates

• 2025-10-08: 2025 Annual Meeting of Stockholders — Key decisions regarding director elections, equity plans, accounting ratification, and corporate charter amendments will be made.
• 2025-08-25: Record Date for Annual Meeting — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2025-09-10: Mailing/Availability of Proxy Statement — Provides stockholders with information to make informed voting decisions.

Glossary

DEF 14A

A proxy statement filed with the SEC by publicly traded companies that are soliciting shareholder votes for an upcoming meeting. (This document contains the information presented in this analysis, detailing proposals and information for Owlet's 2025 Annual Meeting.)

Certificate of Incorporation

The foundational legal document of a corporation, outlining its basic structure, purpose, and powers. (Amendments to this document, such as the proposed exculpation of officers, require shareholder approval.)

Class I Directors

In a classified board structure, directors are divided into classes, with one class up for election each year. (Three Class I directors are up for election at the 2025 Annual Meeting, with terms extending until 2028.)

Incentive Award Plan

A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and directors. (Owlet is seeking to increase the number of shares available under its 2021 Incentive Award Plan, impacting future equity compensation.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to provide an independent opinion on its financial statements. (Shareholders are asked to ratify PricewaterhouseCoopers LLP as Owlet's auditor for 2025.)

Year-Over-Year Comparison

This filing details the 2025 Annual Meeting, focusing on director elections, equity plan adjustments, and corporate governance changes like officer exculpation. Specific financial performance comparisons to the prior year (2024) would typically be found in the accompanying 2024 Annual Report on Form 10-K, which is referenced but not detailed within this proxy statement itself. New risks may emerge related to the proposed charter amendments and ongoing compliance with exchange listing rules.

Key Financial Figures

• $0.0001 — ares of Class A common stock, par value $0.0001 per share, of the Company ("Common Stoc

Filing Documents

• edge20045570x2_def14a.htm (DEF 14A) — 3412KB
• sig_kworkman.jpg (GRAPHIC) — 15KB
• logo_owlet.jpg (GRAPHIC) — 22KB
• edge20045570x2_pc01.jpg (GRAPHIC) — 683KB
• edge20045570x2_pc02.jpg (GRAPHIC) — 727KB
• 0001140361-25-034561.txt ( ) — 7717KB
• owlt-20251008_def.xml (EX-101.DEF) — 2KB
• owlt-20251008.xsd (EX-101.SCH) — 3KB
• edge20045570x2_def14a_htm.xml (XML) — 7KB

Executive Compensation Arrangements

Executive Compensation Arrangements 47 Director Compensation 47 EQUITY COMPENSATION PLAN INFORMATION 49 STOCK OWNERSHIP 50

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 50 Delinquent Section 16(a) Reports 52 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 53 Policies and Procedures on Transactions with Related Persons 53 Related Person Transactions 53 Indemnification under the Certificate of Incorporation and Bylaws; Indemnification Agreements 55 STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS 56 HOUSEHOLDING 57 2024 ANNUAL REPORT 58 Appendix A A-1 Appendix B B-1 Appendix C C-1 Appendix D D-1 ii TABLE OF CONTENTS Owlet, Inc. 2940 West Maple Loop Drive, Suite 203 Lehi, Utah 84048 PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS This 2025 proxy statement (the "Proxy Statement") includes certain information about Owlet, Inc. (the "Company," "Owlet," "we," "us" or "our"), and is being solicited by the Company's Board of Directors (the "Board"), in connection with our 2025 Annual Meeting of Stockholders to be held virtually on Wednesday, October 8,, 2025, at 1:00 p.m. (Eastern Time) and any continuation, postponement or adjournment thereof (the "Annual Meeting"). You should read this Proxy Statement carefully before voting at the Annual Meeting. For more complete information regarding Owlet's 2024 performance, you are encouraged to review the Company's 2024 Annual Report to Stockholders (the "2024 Annual Report") or our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Form 10-K"). References in this Proxy Statement to "Old Owlet" refer to Owlet Baby Care Inc., and "2024," "2023" and other years refer to the Company's fiscal year for the respective period indicated. Websites referenced throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites does not constitute a part of, and is not incorporated by reference into, this Proxy Statement. On or about September 10, 2025, this Proxy Statement and an accompanying proxy ca

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