01—Abstract
Summary
Summary of the 6-K filed May 9, 2025. Cited figures are marked; the original filing is the authoritative source.
SharkNinja, Inc. filed a Form 6-K on May 9, 2025 furnishing its notice of the 2025 annual general meeting of shareholders, to be held June 20, 2025 at 8:00 a.m.
Eastern Time at its Needham, MA offices and virtually. The filing is a governance document rather than a financial report: it contains no earnings, revenue, or balance sheet figures. The record date for voting is April 28, 2025, when 141,041,197 Ordinary Shares were issued and outstanding.
Each share carries one vote, and a quorum requires shareholders holding at least one-third of the voting share capital. Shareholders are asked to vote on two ordinary resolutions. Proposal 1 is the re-appointment of seven directors: Mark Barrocas, Kathryn J.
Barton, Peter Feld, Chi Kin Max Hui, Dennis Paul, Barney Tianhao Wang, and Timothy R. Warner, each serving until the 2026 annual meeting. Proposal 2 is ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2025.
The Board recommends voting "FOR" both proposals. Proxies must be received by 11:59 p.m.
Eastern Time on June 19, 2025. The filing also states that the company's 2024 Annual Report on Form 20-F was filed with the SEC on March 31, 2025, and that CJ Xuning Wang, who holds at least 30%a of the company's shares, has appointed himself as a director and Chairperson of the Board without a shareholder vote.
02—Key points
Key Highlights
- Annual general meeting set for June 20, 2025 at 8:00 a.m. ET, held in person at 89 A Street, Needham, MA and virtually
- Record date of April 28, 2025, with 141,041,197 Ordinary Shares issued and outstanding; one vote per share
- Proposal 1 asks shareholders to re-appoint seven directors to serve until the 2026 annual meeting; the Board recommends voting FOR
- Proposal 2 asks shareholders to ratify Ernst & Young LLP as independent registered public accounting firm for fiscal 2025; EY has served since 2022
- CJ Xuning Wang, holding at least 30% of shares, is Chairperson and is not on the shareholder ballot
- Proxy voting deadline is 11:59 p.m. Eastern Time on June 19, 2025
- Company is a foreign private issuer that voluntarily provides proxy disclosure; its 2024 Form 20-F was filed March 31, 2025
03—Questions
Frequently Asked Questions
When and where is the 2025 annual general meeting being held?
The AGM is scheduled for June 20, 2025 at 8:00 a.m. Eastern Time at the company's offices at 89 A Street, Needham, MA, and virtually at www.virtualshareholdermeeting.com/SN2025.
What matters are shareholders voting on?
Shareholders will vote on re-appointing seven directors (Mark Barrocas, Kathryn J. Barton, Peter Feld, Chi Kin Max Hui, Dennis Paul, Barney Tianhao Wang, and Timothy R. Warner) and ratifying Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. Both are ordinary resolutions requiring a simple majority of votes cast.
Who is eligible to vote and how many shares are outstanding?
Holders of record as of the close of business on April 28, 2025 may vote. As of that date, 141,041,197 Ordinary Shares were issued and outstanding, and each share is entitled to one vote.
How will broker non-votes affect the outcome?
Broker non-votes and abstentions count toward quorum but have no effect on the outcome. The filing notes the Ernst & Young ratification is a routine matter, so brokers may vote uninstructed shares on Proposal 2, while they cannot vote on the non-routine director re-appointments in Proposal 1.
Where can shareholders access the company's annual report and proxy materials?
The 2024 Annual Report on Form 20-F, filed March 31, 2025, and the proxy statement are available free of charge at ir.sharkninja.com/financials/sec-filings, at www.sec.gov, and at www.proxyvote.com.
04—Continue