Phunware Sets Dec. 17 Virtual Shareholder Meeting for Director Elections, Auditor Ratification

TL;DR

**PHUN shareholders, get ready to vote on directors and executive pay; your input on governance is crucial for this micro-cap's future.**

AI Summary

Phunware, Inc. (PHUN) is holding its 2025 Annual Meeting of Stockholders on December 17, 2025, as a virtual meeting. Stockholders will vote on four key proposals: the election of two Class I directors for a three-year term expiring in 2028, the ratification of CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025, a non-binding advisory vote to approve named executive officer compensation, and a non-binding advisory vote on the frequency of future executive compensation votes (with the Board recommending 'every three years'). As of the record date, October 23, 2025, there were 20,187,326 shares of common stock outstanding and entitled to vote. A quorum requires at least 6,729,109 shares to be present or represented by proxy. The company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, is available online, providing financial context for these governance decisions.

Why It Matters

This DEF 14A filing outlines Phunware's upcoming annual meeting, where investors will make crucial governance decisions. Electing directors directly impacts the company's strategic direction and oversight, while ratifying the auditor ensures financial transparency and accountability, which is vital for investor confidence. The advisory votes on executive compensation and its frequency provide a mechanism for shareholders to influence management incentives and corporate governance practices, potentially impacting long-term shareholder value. In a competitive tech landscape, strong governance is paramount for Phunware to attract and retain investment.

Risk Assessment

Risk Level: medium — The filing itself is a standard proxy statement, but the company's status as a micro-cap (PHUN) often implies higher inherent volatility and operational risks not detailed here. The lack of specific financial performance details within this DEF 14A, beyond the mention of the 2024 10-K, means investors must look elsewhere for a full risk assessment. The proposals are routine governance matters, but the impact of these decisions on a smaller company can be more pronounced.

Analyst Insight

Investors should review the full Annual Report on Form 10-K for the fiscal year ended December 31, 2024, to understand Phunware's financial health before voting. Pay close attention to the director nominees' qualifications and the executive compensation details to ensure alignment with shareholder interests. Vote your shares by proxy to ensure your voice is heard on these critical governance matters.

Key Numbers

• 20,187,326 — Shares of common stock outstanding (Entitled to vote as of record date October 23, 2025)
• 6,729,109 — Shares required for quorum (One-third of outstanding shares)
• 2025-10-23 — Record Date (Date for determining eligible voters)
• 2025-12-17 — Annual Meeting Date (Date of virtual stockholder meeting)
• 2028 — Director Term Expiration (Year Class I directors' terms expire)

Key Players & Entities

• Phunware, Inc. (company) — Registrant for DEF 14A filing
• Jeremy Krol (person) — Director and Interim Chief Executive Officer
• Elliot Han (person) — Chairperson of the Board of Directors
• CBIZ CPAs P.C. (company) — Independent registered public accounting firm
• SEC (regulator) — Securities and Exchange Commission
• Continental Stock Transfer & Trust Company, LLC (company) — Phunware's transfer agent
• Austin, Texas (location) — Company headquarters

FAQ

Industry Context

Phunware operates in the software and technology sector, specifically focusing on mobile-first engagement solutions. The industry is characterized by rapid innovation, intense competition, and a growing demand for personalized user experiences across various platforms. Companies in this space often rely on subscription-based models and seek to leverage data analytics to drive value for their clients.

Regulatory Implications

As a publicly traded company, Phunware is subject to SEC regulations and disclosure requirements, including the timely filing of proxy statements and annual reports. Compliance with corporate governance standards and accurate financial reporting are critical to maintaining investor confidence and avoiding potential penalties.

What Investors Should Do

1. Review the 2024 Annual Report on Form 10-K.
2. Vote on the election of Class I directors.
3. Vote on the ratification of the independent auditor.
4. Participate in the advisory vote on executive compensation.
5. Consider the recommended voting frequency for executive compensation.

Key Dates

• 2025-12-17: 2025 Annual Meeting of Stockholders — Stockholders will vote on key governance proposals, including director elections and executive compensation.
• 2025-10-23: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2025-11-03: Distribution of Proxy Materials — Informs stockholders about the meeting and provides access to proxy materials and the 2024 Annual Report.
• 2025-10-31: Distribution of Notices of Internet Availability — Notifies stockholders of the availability of proxy materials online.

Glossary

DEF 14A

A proxy statement filed with the SEC by publicly traded companies to solicit shareholder votes. (This document outlines the agenda for the Annual Meeting and the proposals shareholders will vote on.)

Proxy Statement

A document containing information that a company's management must provide to shareholders before their annual meeting, or before a special meeting, at which they will be asked to vote on a corporate proposal. (This is the primary document detailing the proposals and information for the 2025 Annual Meeting.)

Annual Meeting of Stockholders

The annual gathering of a company's shareholders to discuss company performance, elect directors, and vote on other corporate matters. (The central event where key decisions are made by Phunware's shareholders.)

Named Executive Officer (NEO)

The top executive officers of a company, typically the CEO, CFO, and other key individuals, whose compensation is disclosed in proxy statements. (Shareholders will vote on the compensation of these key individuals.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to conduct an independent audit of its financial statements. (Shareholders will ratify the appointment of Phunware's auditor for the upcoming fiscal year.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. (Ensures that a sufficient portion of the company's ownership is represented for valid voting.)

Year-Over-Year Comparison

This filing is for the 2025 Annual Meeting, and the provided context focuses on the upcoming meeting and the 2024 fiscal year's annual report. Specific comparative financial data from a previous DEF 14A filing (e.g., for the 2024 meeting) is not detailed within this excerpt. Therefore, a direct comparison of key metrics like revenue growth or margin changes between this filing and the prior year's proxy statement cannot be made based on the provided text.

Filing Documents

• phun-20251031.htm (DEF 14A) — 802KB
• img185853178_0.jpg (GRAPHIC) — 18KB
• img185853178_1.jpg (GRAPHIC) — 18KB
• img185853178_2.jpg (GRAPHIC) — 18KB
• img185853178_3.jpg (GRAPHIC) — 67KB
• img185853178_4.jpg (GRAPHIC) — 65KB
• img185853178_5.jpg (GRAPHIC) — 353KB
• img185853178_6.jpg (GRAPHIC) — 210KB
• 0001193125-25-260889.txt ( ) — 3871KB
• phun-20251031.xsd (EX-101.SCH) — 20KB
• phun-20251031_htm.xml (XML) — 427KB

Executive Compensation

Executive Compensation 21

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 29 Transactions with Related Persons & Indemnification 31 Proposal 1: Election of Directors 33 Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm 34 Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation 36 Proposal 4: Advisory Vote on Frequency of Future Stockholders' Advisory Votes on Named Executive Officer Compensation 37 Other Matters 38 1002 West Avenue Austin, Texas 78701 PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS Virtual Meeting Only - No Physical Meeting Location To Be Held On December 17, 2025 QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING We are providing you with these proxy materials because the Board of Directors of Phunware, Inc. (the "Board") is soliciting your proxy to vote at Phunware's 2025 Annual Meeting of Stockholders (the "Annual Meeting"), including at any adjournments or postponements thereof, to be conducted via a live audio webcast on Wednesday, December 17, 2025 at 11:00 a.m. Eastern Time. The Annual Meeting can be accessed by visiting www.proxydocs.com/PHUN. You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy. The proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are being distributed and made available on or about November 3, 2025. As used in this Proxy Statement, references to "we," "us," "our," "Phunware" and the "Company" refer to Phunware, Inc. and its subsidiaries. Why did I receive a notice regarding the availability of proxy materials on the internet? Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide a

View Full Filing

View this DEF 14A filing on SEC EDGAR