Document

DEF 14A 1 weav-def14aoptionrepricing.htm DEF 14A Document

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

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant þ

Filed by a Party other than the Registrant ☐

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12

WEAVE COMMUNICATIONS, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):

þ			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

September 28, 2022

To Our Stockholders:

You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”), of Weave Communications, Inc. The Special Meeting will be held at 1331 West Powell Way, Lehi, Utah 84043 on November 4, 2022 at 10:30 a.m. Eastern Time.

The matter expected to be acted upon at the Special Meeting is described in the accompanying Notice of Special Meeting of Stockholders and proxy statement. The Special Meeting materials include the notice, the proxy statement and the proxy card, each of which is enclosed.

Please use this opportunity to take part in our affairs by voting on the business to come before the Special Meeting. The proxy materials, including the accompanying notice, proxy statement and form of proxy are first being sent or given to the company’s stockholders on or around September 28, 2022. Our board of directors has fixed the close of business on September 19, 2022, as the record date for the Special Meeting (the “Record Date”), and only stockholders of record as of the Record Date may vote at the Special Meeting and any postponements or adjournments of the meeting. All stockholders are cordially invited to participate in the Special Meeting and any postponements or adjournments of the meeting. However, to ensure your representation at the Special Meeting, please vote as soon as possible by using the internet or telephone or by mailing the proxy card in the postage-paid envelope provided, as instructed in the proxy card. Returning the proxy card or voting electronically does NOT deprive you of your right to attend the meeting and to vote your shares for the matters acted upon at the meeting. Your vote is important. All stockholders are cordially invited to attend the Special Meeting in person. Whether or not you expect to attend and participate in the Special Meeting, please vote as soon as possible by submitting your proxy electronically via the internet or by telephone or by completing, signing and dating the proxy card and returning it in the postage paid envelope provided.


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON NOVEMBER 4, 2022: THE PROXY MATERIALS, INCLUDING THE ACCOMPANYING NOTICE, PROXY STATEMENT AND PROXY CARD ARE AVAILABLE FREE OF CHARGE AT WWW.INVESTORVOTE.COM.


Time and Date:			Friday, November 4, 2022 at 10:30 a.m. Eastern Time.

Place*:			The Special Meeting will be held at 1331 West Powell Way, Lehi, Utah 84043.

Item of Business:			Approve the one-time repricing of certain stock options issued under the Company’s 2015 Equity Incentive Plan (as amended, the “2015 Plan”) that are held by eligible service providers of the Company.

Record Date:			Only stockholders of record at the close of business on September 19, 2022 are entitled to notice of, and to vote at, the Special Meeting and any adjournments thereof.

Proxy Voting:			Each share of common stock that you own represents one vote.
			For questions regarding your stock ownership, you may contact us through our Investor Relations section of our website at https://investors.getweave.com/investor-resources/contact-ir or, if you are a registered holder, contact our transfer agent, Computershare Trust Company, N.A., through its website at www.computershare.com or by phone at (800) 736-3001.



Brett White Interim Chief Executive Officer			Stuart C. Harvey Jr. Chairperson of the Board


GENERAL PROXY INFORMATION			1
Information About Solicitation and Voting			1
Questions and Answers About the Meeting and Related Topics			1
PROPOSAL: APPROVAL OF THE ONE-TIME REPRICING OF CERTAIN STOCK OPTIONS GRANTED UNDER THE 2015 EQUITY INCENTIVE PLAN			10
INTEREST OF CERTAIN PERSONS IN MATTER TO BE ACTED UPON			14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			15
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS			18
Summary Compensation Table			18
2021 Bonus Plan			19
Executive Employment Arrangements			19
Potential Payments Upon Termination or Change in Control			20
Hedging and Pledging Policy			21
Outstanding Equity Awards at Fiscal Year‑End Table			21
Director Compensation			23
Non-Employee Director Compensation Arrangements			24
Compensation Committee Interlocks and Insider Participation			25
OTHER MATTERS			26


Position	Exercise Price of Eligible Options				Number of Shares Underlying Eligible Options	Weighted Average Price of Eligible Options		Weighted Average Remaining Term of Eligible Options (Years)
	From:		To:
Staff Employees	$	9.03	$	19.60	368,845	$	17.03	2.67
Senior Management	$	9.03	$	19.60	800,134	$	15.01	2.69


Name of Individual or Group	Number of Shares Subject to Eligible Options	Weighted Average Exercise Price of Eligible Options
Brett White, Interim Chief Executive Officer, Chief Operating Officer, and President	–	–
Roy Banks, Former Chief Executive Officer	–	–
Wendy Harper, Former Chief Legal Officer	–	–
Matt Hyde, Chief Revenue Officer	298,702	$ 15.26
Executive Group	348,702	$ 15.88
Non-Executive Officer Employee Group	820,277	$ 15.55


Name of Beneficial Owner	Common Stock	Options Exercisable within 60 days	Aggregate Number of Shares Beneficially Owned	% of Total Voting Power
5% Stockholders

Entities affiliated with Catalyst Investors QP IV, L.P.(1)	10,928,422	–	10,928,422	16.7%
Entities affiliated with Crosslink Capital(2)	9,589,063	–	9,589,063	14.7%
Entities affiliated with Bessemer Venture Partners(3)	7,566,659	–	7,566,659	11.6%
Entities affiliated with Tiger Global Private Investment Partners XI, L.P.(4)	7,032,570	–	7,032,570	10.8%
Entities affiliated with Pelion Ventures VI, L.P.(5)	5,946,330	–	5,946,330	9.1%
LEC Weave Holdings LLC(6)	3,500,634	–	3,500,634	5.4%

Named Executive Officers and Directors:
Tyler Newton(1)	10,928,422	–	10,928,422	16.7%
David Silverman(2)	9,589,063	–	9,589,063	14.7%
Blake G Modersitzki(5)(7)	5,983,330	–	5,983,330	9.2%
Roy Banks	130,435	854,231	984,666	1.5%
Wendy Harper	2,111	162,500	164,611	*
Matt Hyde	–	118,236	118,236	*
Stuart C. Harvey, Jr.	2,660	59,999	62,659	*
Brett White	–	62,221	62,221	*
Debora Tomlin	–	48,888	48,888	*
George P. Scanlon	–	–	–	*

All executive officers and directors as a group (11 persons)(8)	26,503,475	816,369	27,338,924	41.3%


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)(1)	Option Awards ($)(2)	All Other Compensation ($)(3)	Total ($)
Roy Banks Former Chief Executive Officer and Director	2021	358,455	100,000	—	11,142	469,597
	2020(4)	29,167	—	6,270,746	—	6,299,913

Wendy Harper Former Chief Legal Officer and Corporate Secretary	2021(5)	257,680	250,250	5,447,557	7,593	5,963,080

Matt Hyde Chief Revenue Officer	2021(6)	208,985	56,667	2,715,140	7,797	2,988,589


Name	Fees Earned or Paid in Cash ($)(1)	Option Awards ($)(2)	Total ($)
Stuart C. Harvey Jr.	7,535	N/A	7,535
Blake G Modersitzki	6,003	N/A	6,003
Tyler Newton(3)	7,535	N/A	7,535
David Silverman(3)	6,258	N/A	6,258
Debora Tomlin	5,236	N/A	5,236
Brett White	7,024	N/A	7,024


Name						Shares Subject to Outstanding Stock Options
Stuart C. Harvey Jr.						106,666
Blake G Modersitzki						N/A
Tyler Newton						N/A
David Silverman						N/A
Debora Tomlin						106,666
Brett White						106,666

SEC Form DEF 14A filed by Weave Communications Inc.