Mullen Automotive Inc (MULN)

[Birch69696969]

Proxy Statement - Notice of Shareholders Meeting (preliminary) (pre 14a)

Source: Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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:
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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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MULLEN AUTOMOTIVE INC.
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(Name of registrant as specified in its charter)?
N/A
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(Name of person(s) filing proxy statement, if other than the registrant)?
Payment of Filing Fee (Check the appropriate box):
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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 14a6(i)(1) and 0-11.
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MULLEN AUTOMOTIVE INC.
1405 Pioneer Street
Brea, California 92821
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on August [3], 2023
9:30 A.M. (Pacific Daylight Time)
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Meeting”) of MULLEN AUTOMOTIVE INC. (“Mullen,” “we,” “our,” “us,” or the “Company”), a Delaware corporation, to be held on August [3], 2023 at 9:30 a.m. Pacific Standard Time, in a virtual meeting format. You will be able to attend the meeting and vote online during the Meeting by accessing www.virtualshareholdermeeting.com/MULN2023 and follow the instructions provided to you with these proxy materials.
The annual meeting of stockholders is being held for the following purposes:
(1)
Proposal 1?—?To elect two Class II Directors to serve for a three-year term ending as of the annual meeting in 2026;
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(2)
Proposal 2?—?To approve amendments to the Company’s 2022 Equity Incentive Stock Plan (the “2022 Plan”) to increase the number of shares of Common Stock authorized for issuance under the 2022 Plan by 52,000,000 shares;
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(3)
Proposal 3?—?To approve the amendment of the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at an exchange ratio between 1-for-2 to 1-for-10, as determined by the Company’s Board of Directors;
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(4)
Proposal 4?—?To approve the conversion of Mullen Automotive Inc. from a Delaware Corporation to a Maryland Corporation;
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(5)
Proposal 5?—?To approve, on a non-binding advisory basis, the compensation of our named executive officers;
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(6)
Proposal 6?—?To select, on a non-binding advisory basis, whether future advisory votes on the compensation of our named executive officers should be every one, two or three years;
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(7)
Proposal 7?—?To approve, for purposes of complying with Nasdaq Listing Rule 5635(c), of the issuance of shares of Common Stock to our Chief Executive Officer pursuant to a Performance Stock Award Agreement;
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(8)
Proposal 8?—?To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), amendments to a securities purchase agreement to provide for the issuance of $30 million in additional shares of Common Stock and warrants exercisable into shares of Common Stock, and any future adjustments of the exercise price of the warrants;
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(9)
Proposal 9?—?To ratify the appointment of RBSM LLP as the independent registered public accounting firm of the Company for the fiscal year ending September 30, 2023;
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(10)
Proposal 10?—?To approve the adjournment of the Meeting from time to time, to a later date or dates, if necessary or appropriate, under certain circumstances, including for the purpose of soliciting additional proxies in favor one or more of the foregoing proposals, in the event the Company does not receive the requisite stockholder vote to approve such proposal(s) or establish a quorum; and
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(11)
Proposal 11?—?To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.
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The Board of Directors has fixed the close of business on June 22, 2023 as the record date for the Meeting and only holders of shares of record at that time will be entitled to vote and participate at the Meeting and any postponements, adjournments or continuations thereof. A list of stockholders will be available at our offices at 1405 Pioneer Street, Brea, CA 92821 for a period of at least 10 days prior to the Meeting.
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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on August [3], 2023: The 2023 Proxy Statement and the Annual Report to Stockholders for the fiscal year ended September 30, 2022 are available at www.proxyvote.com
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You are cordially invited to attend the Meeting. However, if you do not expect to attend or if you plan to attend but desire the proxy holders to vote your shares, please promptly date and sign your proxy card and return it in the enclosed postage paid envelope or you may also instruct the voting of your shares over the Internet or by telephone by following the instructions on your proxy card. Voting by written proxy, over the Internet, or by telephone will not affect your right to vote in person in the event you find it convenient to attend.
If you have any questions or need assistance voting your shares, please contact our proxy solicitor:
Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Toll-Free Phone Number: [phone]
Email: [e-mail]
? ? ? ? By order of the Board of Directors ?
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David Michery
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? Date: ???????? ??, 2023 ? ? Chief Executive Officer ?