01—Abstract
Summary
Summary of the 6-K filed June 7, 2024. Cited figures are marked; the original filing is the authoritative source.
SharkNinja, Inc. filed a Form 6-K on June 7, 2024 to furnish its notice of the 2024 annual general meeting of shareholders and proxy materials.
The meeting is scheduled for July 19, 2024 at 8:00 a.m. Eastern Time, held both at the company's offices at 89 A Street, Needham, MA and virtually. The record date is May 13, 2024, when 139,936,246 ordinary shares were issued and outstanding.
The filing discloses no financial results, and it refers to the Form 20-F for fiscal year 2023, filed March 1, 2024, as the source of annual financial information. Shareholders are asked to vote on two ordinary resolutions. The first is to appoint Kathryn Barton and Tianhao (Barney) Wang as directors and re-appoint Mark Barrocas, Peter Feld, Chi Kin Max Hui, Dennis Paul and Timothy R.
Warner. CJ Xuning Wang, who has the right to appoint one director while he and his affiliates hold at least 30%a of shares, has appointed himself as director and Chairperson without a shareholder vote. The second is to ratify Ernst & Young LLP as independent registered public accounting firm for fiscal 2024.
The board recommends voting "FOR" both proposals. Proxies must be received by 11:59 p.m. Eastern Time on July 18, 2024.
The filing also notes that SharkNinja is a foreign private issuer that voluntarily provides a proxy statement, and that the board would have eight directors if Barton and Wang are approved. Mark Barrocas, who is nominated for re-appointment, is listed as CEO since 2023 and President since 2008.
02—Key points
Key Highlights
- Annual general meeting set for July 19, 2024 at 8:00 a.m. Eastern Time, held at Needham, MA offices and virtually
- Record date of May 13, 2024; 139,936,246 ordinary shares outstanding and entitled to one vote each
- Proposal 1: appoint Kathryn Barton and Tianhao (Barney) Wang and re-appoint five existing directors, expanding the board from seven to eight
- Proposal 2: ratify Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2024
- CJ Xuning Wang has appointed himself as director and Chairperson without a shareholder vote, under his right to appoint one director while holding at least 30% of shares
- Proxy voting deadline is 11:59 p.m. Eastern Time on July 18, 2024; the board recommends "FOR" both proposals
- Company is a foreign private issuer that voluntarily furnishes proxy materials; the 2023 Form 20-F was filed March 1, 2024
03—Questions
Frequently Asked Questions
When and where will the 2024 annual general meeting be held?
The AGM will be held July 19, 2024 at 8:00 a.m. Eastern Time at the company's offices at 89 A Street, Needham, MA, and virtually at www.virtualshareholdermeeting.com/SN2024.
Who is eligible to vote and how many shares are outstanding?
Holders of record as of the close of business on May 13, 2024 may vote. As of that date, 139,936,246 ordinary shares were issued and outstanding, with each share entitled to one vote. A quorum requires shareholders holding at least one-third of the voting share capital.
Who are the director nominees and what changes would the board see?
The nominees are Kathryn Barton and Tianhao (Barney) Wang for appointment, and Mark Barrocas, Peter Feld, Chi Kin Max Hui, Dennis Paul and Timothy R. Warner for re-appointment. The board currently has seven directors and would have eight if shareholders approve the appointments. Mr. Wang is the son of Chairperson CJ Xuning Wang.
What auditor is being proposed and what does the vote require?
The shareholders are asked to ratify Ernst & Young LLP, which has served as auditor since 2022, for fiscal 2024. Both proposals require approval by a simple majority of votes cast, and abstentions and broker non-votes have no effect on the outcome.
Where can shareholders access the 2023 annual report and proxy materials?
The proxy statement and the 2023 Annual Report on Form 20-F, filed March 1, 2024, are available free of charge on the Investor Relations section of ir.sharkninja.com/financials/sec-filings, on the SEC website at www.sec.gov, and at www.proxyvote.com.
04—Continue