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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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No fee required
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Fee paid previously with preliminary materials
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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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1.
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To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, dated as of September 16, 2021 (the “Amended and Restated
Certificate of Incorporation”), to increase the number of authorized shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) available for issuance from 700,000,000 to 1,400,000,000 (such
proposal, the “Authorized Share Proposal”);
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2.
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To approve the issuance of 2,982,089 shares of Class A Common Stock (the “Stellantis Subscription Shares”) to Stellantis N.V. (“Stellantis”) pursuant to that
certain Subscription Agreement, dated as of August 8, 2024, by and between the Company and Stellantis (the “Stellantis Subscription Agreement”) and the issuance of Class A Common Stock pursuant to the Stellantis Forward Issuance
Agreement (as defined below), and the Stellantis Warrants (as defined below) in accordance with the listing rules of the New York Stock Exchange (the “NYSE”) (such proposal, the "Stellantis Share Issuance Proposal”);
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3.
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To approve an amendment to the Amended and Restated Certificate of Incorporation to add certain foreign ownership limitations to establish restrictions imposed
by federal law related to U.S. air carriers (such proposal, the “U.S. Air Carrier Ownership Amendment Proposal”);
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4.
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To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies
in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Authorized Share Proposal, the Stellantis Share Issuance Proposal or the U.S. Air Carrier Ownership Amendment Proposal (such
proposal, the “Adjournment Proposal”); and
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5.
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To transact such other business as may properly come before the Special Meeting or any continuation, postponement, or adjournment of the Special Meeting.
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PROPOSAL 1: THE AUTHORIZED SHARE PROPOSAL | |
APPENDIX A |
A-1 |
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1.
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To approve an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s Class A Common
Stock available for issuance from 700,000,000 to 1,400,000,000 (such proposal, the “Authorized Share Proposal”);
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2.
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To approve the issuance of 2,982,089 shares of Class A Common Stock pursuant to the Stellantis Subscription Agreement and the issuance of Class A Common Stock
pursuant to the Stellantis Forward Issuance Agreement (as defined below), and the Stellantis Warrants (as defined below), in accordance with the listing rules of the New York Stock Exchange (the “NYSE”) (such proposal, the “Stellantis
Share Issuance Proposal”);
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3.
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To approve an amendment to the Amended and Restated Certificate of Incorporation to add certain foreign ownership limitations to establish restrictions imposed
by federal law related to U.S. air carriers (such proposal, the “U.S. Air Carrier Ownership Amendment Proposal”);
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4.
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To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies
in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Authorized Share Proposal, the Stellantis Share Issuance Proposal or the U.S. Air Carrier Ownership Amendment Proposal (such
proposal, the “Adjournment Proposal”); and
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5.
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To transact such other business as may properly come before the Special Meeting or any continuation, postponement, or adjournment of the Special Meeting.
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FOR the approval of the amendment to the Amendment and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s Class
A Common Stock, as described in Proposal No. 1 of the Proxy Statement.
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FOR the approval of the issuance of Class A Common Stock pursuant to the Stellantis Subscription Agreement and the issuance of Class A Common Stock pursuant to
the Stellantis Forward Issuance Agreement, and the Stellantis Warrants, as described in Proposal No. 2. of the Proxy Statement.
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FOR the approval of the amendment to the Amended and Restated Certificate of Incorporation to add certain foreign ownership limitations to establish
restrictions imposed by federal law related to U.S. air carriers, as described in Proposal No. 3 of the Proxy Statement.
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FOR the approval of the adjournment of the Special Meeting to a later date or date, if necessary or appropriate, to permit further solicitation and vote of
proxies, as described in Proposal No. 4 of the Proxy Statement.
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by Internet – You can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card or on the instructions that
accompanied your proxy materials;
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by Telephone – You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card;
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by Mail – You can vote by mail by signing, dating and mailing the proxy card; or
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Electronically at the Special Meeting – If you attend the meeting online, you will need the 16-digit control number included on your proxy card or on
the instructions that accompanied your proxy materials to vote electronically during the meeting.
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submitting a duly executed proxy bearing a later date;
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granting a subsequent proxy through the Internet or telephone;
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giving written notice of revocation to the Secretary of the Company prior to or at the Special Meeting; or
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voting online at the Special Meeting.
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Proposal
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Votes Required
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Effect of Abstentions
and Broker Non-Votes
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Proposal 1: To approve an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the
Company’s Class A Common Stock available for issuance from 700,000,000 to 1,400,000,000 (the “Authorized Share Proposal”).
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The affirmative vote of a majority of the voting power of the issued and outstanding shares of Common Stock, voting together as a single class.
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Abstentions and broker non-votes have the effect of a vote AGAINST the proposal.
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Proposal 2: To approve the issuance of 2,982,089 shares of Class A Common Stock pursuant to the Stellantis Subscription Agreement and the issuance
of shares of Class A Common Stock pursuant to the Stellantis Forward Issuance Agreement, and the Stellantis Warrants, in accordance with the listing rules of the NYSE (such proposal, the “Stellantis Share Issuance Proposal”).
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The affirmative vote of a majority of the voting power of the votes cast.
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Abstentions and broker non-votes will have no effect on the proposal.
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Proposal 3: To approve an amendment to the Amended and Restated Certificate of Incorporation to add certain foreign ownership limitations to
establish restrictions imposed by federal law related to U.S. air carriers (such proposal, the “U.S. Air Carrier Ownership Amendment Proposal”).
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The affirmative vote of a majority of the voting power of the issued and outstanding shares of Common Stock, voting together as a single class.
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Abstentions and broker non-votes have the effect of a vote AGAINST the proposal.
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Proposal 4: To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further
solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Authorized Share Proposal, the Stellantis Share Issuance Proposal or the U.S. Air Carrier
Ownership Amendment Proposal (such proposal, the “Adjournment Proposal”).
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The affirmative vote of a majority of the voting power of the votes cast.
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Abstentions and broker non-votes will have no effect on the proposal.
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(a)
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the common stock or securities convertible into or exercisable for common stock are issued to a director, officer, a controlling shareholder or member of a
control group or any other substantial security holder of the company that has an affiliated person who is an officer or director of the Company (each an “Active Related Party”) if the number of shares of common stock to be issued,
or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either (i) one percent of the number of shares of common stock or (ii) one percent of the voting power outstanding
before the issuance (the “NYSE Active Related Party Cap”);
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(b)
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(i) the common stock to be issued has (or will have upon issuance) voting power equal to or in excess of (i) 20% of the company’s outstanding voting power,
or (ii) the number of shares of common stock to be issued is (or will be upon issuance) equal to or greater than 20% of the company’s outstanding common stock, in each case determined before such issuance (the “NYSE 20% Cap”); or
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(c)
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the issuance will result in a change of control of the company (the “NYSE Change of Control Provision”).
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each person who is known to be the beneficial owner of more than 5% of our voting shares;
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each of our named executive officers and directors; and
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all of our executive officers and directors as a group.
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NAME OF BENEFICIAL OWNER
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CLASS A
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CLASS B
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% OF TOTAL VOTING POWER
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OTHER 5% OR GREATER STOCKHOLDERS (1)
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SHARES
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%
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SHARES
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%
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Stellantis N.V. (2)
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67,483,188
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17.23
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*
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8.96
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Ark Investment Management LLC (3)
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28,866,814
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7.52
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*
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3.87
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Marc E. Lore (4)
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27,688,646
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7.21
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-
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*
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3.72
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NAMED EXECUTIVE OFFICER & DIRECTORS
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Adam Goldstein (5)
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139,526
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*
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34,217,931
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94.76
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45.94
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Andrew Missan (6)
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697,897
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*
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-
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*
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*
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Thomas Muniz (7)
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1,696,179
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*
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-
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*
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*
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Deborah Diaz (8)
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142,397
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*
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-
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*
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*
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Fred M. Diaz (9)
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160,719
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*
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-
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*
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*
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Oscar Munoz (10)
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441,480
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*
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-
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*
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*
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Barbara Pilarski
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-
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*
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-
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*
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*
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Maria Pinelli (11)
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128,041
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*
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-
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*
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*
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Michael Spellacy (12)
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2,742,120
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*
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-
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*
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*
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All Current Executive Officers & Directors as a Group (12 Persons) (13)
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6,728,099
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1.74
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34,217,931
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94.76
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46.72
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Archer Aviation Inc.
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Adam Goldstein,
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Founder, Chief Executive Officer and Director
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