Urgent.ly Sets Virtual Annual Meeting for Dec 29; Board Seeks Director, Auditor Approval

TL;DR

**ULY's annual meeting is a routine governance check, vote FOR the board's picks to keep the ship steady.**

AI Summary

Urgent.ly Inc. (ULY) filed a DEF 14A on November 17, 2025, outlining proposals for its annual meeting on December 29, 2025, at 11:00 a.m. Eastern Time, to be held virtually. Key items include the election of two Class II directors to serve until the 2028 annual meeting and the ratification of CohnReznick LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The company's board of directors recommends a 'FOR' vote on both proposals. As of the record date, November 6, 2025, there were 2,180,417 shares of common stock outstanding, with each share entitled to one vote. The filing also references the company's annual report on Form 10-K for the fiscal year ended December 31, 2024, filed on March 14, 2025, and amended on April 17, 2025, which would contain specific financial performance data like revenue and net income, though these figures are not explicitly detailed in this DEF 14A. The primary focus of this filing is procedural, ensuring corporate governance and auditor oversight are in place for the upcoming fiscal year.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines the upcoming corporate governance decisions, including the election of Class II directors who will shape the company's strategic direction until 2028 and the ratification of CohnReznick LLP as the auditor, ensuring financial oversight. For employees and customers, stable governance and reliable financial reporting foster confidence in Urgent.ly's long-term viability. In a competitive market, transparent and effective governance, as demonstrated by these routine but essential proposals, can signal operational stability and attract further investment, impacting Urgent.ly's ability to innovate and expand its roadside assistance services.

Risk Assessment

Risk Level: low — The risk level is low as this DEF 14A primarily details routine corporate governance matters: the election of two Class II directors and the ratification of CohnReznick LLP as the independent auditor. There are no contentious proposals or significant changes in company strategy or financial health indicated within this specific filing, which focuses on procedural compliance for the December 29, 2025 annual meeting.

Analyst Insight

Investors should vote 'FOR' the election of the Class II director nominees and the ratification of CohnReznick LLP as the independent auditor, aligning with the board's recommendations. This ensures continuity in governance and financial oversight, which is generally positive for long-term stability.

Key Numbers

• 2,180,417 — Shares of Common Stock Outstanding (As of the record date, November 6, 2025, each share is entitled to one vote.)
• 2025-12-29 — Annual Meeting Date (The date the virtual annual meeting will be held at 11:00 a.m. Eastern Time.)
• 2025-11-06 — Record Date (Stockholders of record as of this date are entitled to vote at the annual meeting.)
• 2028 — Director Term End Year (Class II directors nominated will hold office until the 2028 annual meeting.)
• 2025-12-31 — Fiscal Year End (CohnReznick LLP is appointed as auditor for the fiscal year ending on this date.)

Key Players & Entities

• Urgent.ly Inc. (company) — Registrant and issuer of DEF 14A
• Matthew Booth (person) — Chief Executive Officer and Director of Urgent.ly Inc.
• CohnReznick LLP (company) — Independent registered public accounting firm for fiscal year ending December 31, 2025
• Andrea Makkai (person) — Corporate Controller of Urgent.ly Inc. and proxy holder
• Equiniti Trust Company, LLC (company) — Transfer agent for Urgent.ly Inc.
• Broadridge Financial Solutions (company) — Vote tabulator for the annual meeting
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for SEC filings
• 2,180,417 (dollar_amount) — Shares of common stock outstanding as of November 6, 2025

FAQ

Industry Context

Urgent.ly operates in the automotive roadside assistance and vehicle services sector, a competitive landscape characterized by traditional providers, insurance companies, and emerging digital platforms. The industry is influenced by factors such as vehicle ownership trends, technological advancements in vehicle diagnostics, and consumer demand for convenient, on-demand services.

Regulatory Implications

As a publicly traded company, Urgent.ly Inc. is subject to SEC regulations governing proxy solicitations and corporate governance. The timely filing of its DEF 14A and the proper conduct of its annual meeting are critical for compliance and maintaining shareholder trust.

What Investors Should Do

1. Review the proposals for the 2025 Annual Meeting.
2. Vote your shares by the deadline.
3. Access the 2024 Annual Report on Form 10-K.

Key Dates

• 2025-11-17: Mailing of Proxy Materials — Informs shareholders about the upcoming annual meeting and proposals, initiating the proxy voting period.
• 2025-11-06: Record Date — Establishes the list of shareholders eligible to vote at the annual meeting.
• 2025-12-29: Annual Meeting of Stockholders — Key date for voting on director elections and auditor ratification, crucial for corporate governance.
• 2025-12-31: Fiscal Year End — Marks the end of the financial reporting period for which the independent auditor is appointed.
• 2028: Director Term End — Indicates the duration of service for the newly elected Class II directors, providing board stability.
• 2025-03-14: Filing of 2024 Annual Report (10-K) — Provides audited financial performance data for the fiscal year ended December 31, 2024.
• 2025-04-17: Amendment to 2024 Annual Report (10-K/A) — Indicates that the company has revised or supplemented its previously filed 2024 annual financial statements.

Glossary

DEF 14A

A definitive proxy statement filed with the SEC by a company when soliciting proxies from shareholders for an annual or special meeting. (This document is the primary source of information for the annual meeting's proposals and related details.)

Proxy Statement

A document containing information that the SEC requires companies to provide to shareholders before their annual meeting, including details about proposals, director nominees, and executive compensation. (This filing outlines the specific matters shareholders will vote on, such as director elections and auditor ratification.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Determines eligibility to vote on the proposals presented at the December 29, 2025, annual meeting.)

Class II Directors

Directors elected for a specific term, typically three years, as part of a staggered board structure. (The election of these directors is a key agenda item, impacting the composition and governance of the board.)

Independent Registered Public Accounting Firm

An external audit firm that is independent of the company and is engaged to audit the company's financial statements. (The ratification of CohnReznick LLP ensures continued oversight and assurance of the company's financial reporting.)

Form 10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC) that gives a comprehensive summary of a company's financial performance. (The filing references the 2024 Form 10-K for detailed financial performance data, which is not explicitly in the DEF 14A.)

Year-Over-Year Comparison

This DEF 14A filing for the 2025 annual meeting focuses on procedural matters like director elections and auditor ratification, rather than detailed financial performance comparisons. The referenced 2024 Form 10-K, filed on March 14, 2025, and amended on April 17, 2025, would contain the year-over-year financial data, but these specific figures are not detailed within this proxy statement itself.

Filing Documents

• uly_def14a_11172025.htm (DEF 14A) — 663KB
• img97838544_0.jpg (GRAPHIC) — 14KB
• img97838544_1.jpg (GRAPHIC) — 284KB
• img97838544_2.jpg (GRAPHIC) — 280KB
• 0001193125-25-284601.txt ( ) — 1462KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 25 Processes and Procedures for Compensation Decisions 25 Summary Compensation Table 25 Outstanding Equity Awards at Fiscal 2024 Year-End 26 Executive Employment Arrangements 26 401(k) Plan 28 Equity Compensation Plan Information 28

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 30 iv RELATED PARTY TRANSACTIONS 32 Commercial Transactions 32 Investors’ Rights Agreement 33 Policies and Procedures for Related Party Transactions 33 OTHER MATTERS 35 Stockholder Proposals or Director Nominations for 2026 Annual Meeting 35 Availability of Bylaws 35 Delinquent Section 16(a) Reports 36 2024 Annual Report 36 v URGENT.LY INC. PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS To be held at 11:00 a.m., Eastern Time, on December 29, 2025 The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire proxy statement (this “Proxy Statement”) carefully. As used herein, “we,” “us,” “our,” “Urgent.ly,” or the “Company” refer to Urgent.ly Inc., a Delaware corporation. QUESTIONS AND ANSWERS A BOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING Why am I receiving these materials? These proxy materials, including this Proxy Statement and the form of proxy, are furnished in connection with the solicitation of proxies by our board of directors for use at our 2025 annual meeting of stockholders (the “annual meeting”), and any postponements, adjournments or continuations thereof. The annual meeting will be held on December 29, 2025 at 11:00 a.m., Eastern Time. The annual meeting will be conducted virtually via webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/ULY2025, where you will be able to listen to the meeting live, submit questions and vote online during the meeting. The Notice of Internet Availability of Proxy Materials, (“Notice of Internet Availability”), containing instructions on how to access this Pr

View Full Filing

View this DEF 14A filing on SEC EDGAR