tm242912-2_def14a - none

DEF 14A 1 tm242912-2_def14a.htm DEF 14A tm242912-2_def14a - none - 15.0101814s

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

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 Pursuant to §240.14a-12

SOLID POWER, 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 the appropriate box):

☒

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.

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LETTER TO STOCKHOLDERS

April 11, 2024

DEAR STOCKHOLDER:

It is a pleasure for us to extend to you an invitation to attend the 2024 Annual Meeting of Stockholders of Solid Power, Inc. (the “Annual Meeting”). The Annual Meeting will be held virtually on May 22, 2024, at 10:00 a.m., Mountain Time. You may attend the Annual Meeting, submit questions and vote your shares electronically during the Annual Meeting via live webcast by visiting https://www.cstproxy.com/solidpower/2024.

The Notice of 2024 Annual Meeting of Stockholders and this proxy statement describe the proposals to be considered and voted upon at the Annual Meeting.

We hope that all stockholders will virtually attend the Annual Meeting. Whether or not you plan to attend the virtual Annual Meeting, it is important that you be represented. To ensure that your vote will be received and counted, please vote online or by mail by following the instructions included on your Notice of Internet Availability of Proxy Materials, included on your proxy card or voting instruction form, or that otherwise accompany your proxy materials.

On behalf of our Board of Directors, we would like to express our appreciation for your support and interest in Solid Power, Inc. We look forward to seeing you at the Annual Meeting.

John Stephens
Chairperson of the Board and
Class III Director

[MISSING IMAGE: ph_johnvanscoter-4c.jpg]

John Van Scoter
Chief Executive Officer, President, and
Class I Director

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NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS OF SOLID POWER, INC.:

The 2024 Annual Meeting of Stockholders of Solid Power, Inc. (“Solid Power,” “we,” “us,” “our,” or the “Company”) will be held on May 22, 2024, at 10:00 a.m., Mountain Time. We have adopted a virtual format for the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to provide a safe, consistent, and convenient experience to all stockholders regardless of location. You may attend the Annual Meeting, submit questions, and vote your shares electronically during the Annual Meeting via live webcast by visiting https://www.cstproxy.com/solidpower/2024.

The Annual Meeting is being held for the following purposes:

To elect as Class III directors the three nominees named in the proxy statement and recommended by our Board of Directors.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

To approve, by a non-binding advisory vote, the compensation of our named executive officers.

To consider and act upon any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You may vote on these matters online at the Annual Meeting or by proxy. Whether or not you plan to virtually attend the Annual Meeting, we ask that you vote by one of the following methods to ensure that your shares will be represented at the meeting in accordance with your wishes:

• Vote online by following the instructions included on your Notice of Internet Availability of Proxy Materials, included on your proxy card or voting instruction form, or that otherwise accompany your proxy materials; or

• Vote by mail by completing and returning your proxy card or voting instruction form in the addressed stamped envelope provided, if you received a paper copy of the proxy materials.

Only stockholders of record at the close of business on March 25, 2024 are entitled to notice of,
and to vote at, the Annual Meeting or any adjournment or postponement of the meeting.
The proxy materials were either made available to you online or
mailed to you beginning on or about April 11, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
to be Held Virtually on May 22, 2024 at 10:00 a.m., Mountain Time.

The proxy statement and annual report to stockholders are available at https://www.cstproxy.com/solidpower/2024.

By Order of the Board of Directors

James Liebscher

Chief Legal Officer and Secretary
April 11, 2024

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Proxy Statement Summary					1
Meeting Details					1
Voting Matters and Recommendations					1
Corporate Governance Matters					2
Classified Board of Directors					2
Committees of our Board of Directors					3
Board Leadership Structure					4
Meetings of our Board of Directors; Attendance					4
Director Independence					4
Director Nominations					4
Succession Planning					4
Role of Our Board and Its Committees in Risk Oversight					5
Annual Board and Committee Evaluations					5
Director Education					5
Code of Business Conduct and Ethics					6
Corporate Governance Guidelines					6
Insider Trading Policy					6
Family Relationships					6
Annual Meeting Attendance					6
Proposal No. 1 — Election of Directors					7
Directors					7
Recommendation of Our Board of Directors					7
Director Nominees for Election at the 2024 Annual Meeting					8
Continuing Directors					10
Director Qualifications					14
Nasdaq’s Board Diversity Requirements					14
EXECUTIVE Compensation					15
Overview					15
Executive Summary					15
Our Objectives					17
How We Make Executive Compensation Decisions					18
2023 Named Executive Officer Compensation					19
Stock Ownership Guidelines					21
Severance and Change in Control Protection					21
Compensation Risk Oversight					23
Executive Compensation Tables					24
Narrative Disclosure to Summary Compensation Tables					24
2023 Outstanding Equity Awards at Fiscal Year-End Table					25
Compensation of Directors					26
Outside Director Compensation Policy					26
2023 Director Compensation					27
Director Stock Ownership Guidelines					28
Compensation Committee Interlocks and Insider Participation					28
Pay Versus Performance					29
Reconciliation of Compensation Actually Paid Adjustments					30

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Equity Compensation Plan Information					32
Security Ownership of Certain Beneficial Owners and Management					32
Certain Relationships and Related Party Transactions					34
Transactions with BMW					34
Related Person Transaction Policy					35
Proposal No. 2 — Ratification of Independent Registered Public Accounting Firm					36
Principal Accountant Fees and Services					36
Pre-Approval Policy					36
Recommendation of Our Board of Directors					37
Report of the Audit Committee					37
Proposal No. 3 — Advisory Approval of Named Executive Officer Compensation					38
Recommendation of Our Board of Directors					38
Delinquent Section 16(a) Reports					39
Where to Get Additional Information					39
Availability of Annual Report on Form 10-K					39
Stockholder Communications					39
Other Business					39
Questions and Answers Regarding Proxy Materials and Voting Information					40
What Is Included in the Proxy Materials?					40
Why Did I Receive the Proxy Materials?					40
Why Did I Receive a Notice of Internet Availability of Proxy Materials?					40
What Is the Record Date?					40
What Are the Proposals to be Voted on and What Are the Voting Standards?					40
How Can I Attend the Annual Meeting?					41
Am I Entitled to Vote?					42
How May I Vote?					42
How Can I Vote Before the Annual Meeting?					42
Can I Vote at the Annual Meeting?					43
What if I Am a Beneficial Owner and Do Not Give Instructions on How to Vote?					43
What Is a Quorum?					43
How Are Votes Tabulated?					44
What if I Want to Change My Vote?					44
Are Votes Confidential?					44
How Do I Submit Stockholder Proposals for Next Year’s Annual Meeting?					44
What Is Householding?					45
How Are Proxies Solicited and What Is the Cost?					45
How Can I Obtain the Results of Voting at the Annual Meeting?					45
How Can I View or Request Copies of Corporate Documents and SEC Filings?					45
What Is Our Mailing Address?					45

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PROXY STATEMENT SUMMARY

Meeting Details

Date and Time

Location

Who Can Vote

Wednesday, May 22, 2024
at 10:00 a.m., Mountain Time

https://www.cstproxy.com/
solidpower/2024

Our Board of Directors has fixed the close of business on March 25, 2024 as the record date (the “Record Date”). You are entitled to vote at the Annual Meeting and at any adjournment thereof if you were a holder of the Company’s common stock as of the close of business on March 25, 2024.

Voting Matters and Recommendations

PROPOSALS THAT REQUIRE YOUR VOTE

BOARD RECOMMENDATION

LEARN MORE

The election of the three nominees named in this proxy statement as Class III directors of the Company

FOR each nominee

Page 7

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024

FOR

Page 36

The approval, by a non-binding advisory vote, of the compensation of our named executive officers

FOR

Page 38

Stockholders will also transact such other business as may properly be brought before the meeting or any adjournment thereof by or at the direction of our Board.

Your vote is important. Please vote by Internet or mail as soon as possible to ensure your vote is recorded properly. Stockholders of record may vote without attending the Annual Meeting by one of the following methods:

Internet
Go to https://www.cstproxy.com/solidpower/2024
and follow the instructions on the website.

Mail
Complete, sign, and date the enclosed proxy card or voting instruction form and return it in the prepaid envelope provided, if you received a paper copy of the proxy materials.

Notice of 2024 Annual Meeting and Proxy Statement

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CORPORATE GOVERNANCE MATTERS

Classified Board of Directors

Our Second Amended and Restated Certificate of Incorporation provides that our Board is divided into three classes serving staggered three-year terms. Class I directors will serve until our annual meeting of stockholders in 2025. Class II directors will serve until our annual meeting of stockholders in 2026. Class III directors will serve until the Annual Meeting. Upon expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. As a result of this classification of directors, it generally takes at least two annual meetings of stockholders for stockholders to effect a change in a majority of the members of our Board.

The following table sets forth our current directors along with their respective classes, term expiration, independence status, and committee membership:

Class I Term expires in 2025	Class II Term expires in 2026	Class III Term expires in 2024

Notice of 2024 Annual Meeting and Proxy Statement

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Committees of our Board of Directors

Our Board has three standing committees: an audit committee, a governance and corporate responsibility committee (“governance committee”), and a human resources and compensation committee (“HRC committee”).

Susan Kreh, Chairperson*^
Erik Anderson*
Lesa Roe*

Audit Committee Report:
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SEC Form DEF 14A filed by Solid Power Inc.