Schedule 14A


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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  x                             Filed by a party other than the Registrant  ¨

Check the appropriate box:

 

 

 

 

¨

 

Preliminary Proxy Statement

 

 

¨

 

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

 

 

x

 

Definitive Proxy Statement

 

 

¨

 

Definitive Additional Materials

 

 

¨

 

Soliciting Material Pursuant to §240.14a-12

ADESTO TECHNOLOGIES CORPORATION

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

 

 

 

 

 

 

x

 

No fee required.

 

 

¨

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

1

 

Title of each class of securities to which transaction applies:

 

     

 

 

2

 

Aggregate number of securities to which transaction applies:

 

     

 

 

3

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

 

 

4

 

Proposed maximum aggregate value of transaction:

 

     

 

 

5

 

Total fee paid:

 

     

 

 

¨

 

Fee paid previously with preliminary materials.

 

 

¨

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

 

 

1

 

Amount previously paid:

 

     

 

 

2

 

Form, Schedule or Registration Statement No.:

 

     

 

 

3

 

Filing party:

 

     

 

 

4

 

Date Filed:

 

     

 

 

 
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April 29, 2016

To Our Stockholders,

You are cordially invited to attend the 2016 Annual Meeting of Stockholders of Adesto Technologies Corporation. The meeting will be held at our headquarters at 1250 Borregas Avenue, Sunnyvale, California on Monday, June 6, 2016 at 10:00 a.m. (Pacific Time).

The matters to be acted upon are described in the accompanying notice of annual meeting and proxy statement.

Please use this opportunity to take part in our company’s affairs by voting on the business to come before the meeting. Whether or not you plan to attend the meeting, please vote on the Internet or by telephone or sign and return a proxy card to ensure your representation at the meeting. Your vote is important.

We hope to see you at the meeting.

 

 

Sincerely,

 

/s/ Narbeh Derhacobian

Narbeh Derhacobian

President and Chief Executive Officer


Table of Contents

ADESTO TECHNOLOGIES CORPORATION

1250 Borregas Avenue

Sunnyvale, CA 94089

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2016 Annual Meeting of Stockholders of Adesto Technologies Corporation will be held on Monday, June 6, 2016, at 10:00 a.m. (Pacific Time) at our headquarters at 1250 Borregas Avenue, Sunnyvale, California.

We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement:

1. To elect two Class I directors of Adesto Technologies Corporation each to serve until the third annual meeting of stockholders following this meeting and until his successor has been elected and qualified or until his earlier resignation or removal.

2. To ratify the appointment of Burr Pilger Mayer, Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on April 27, 2016 are entitled to notice of, and to vote at, the meeting and any adjournments thereof. For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the meeting will be available during ordinary business hours at our headquarters for examination by any stockholder for any purpose relating to the meeting.

Your vote as an Adesto Technologies Corporation stockholder is very important. Each share of stock that you own represents one vote. For questions regarding your stock ownership, if you are a registered holder, you can contact our transfer agent, Computershare, through their website at www.computershare.com or by phone at (877) 373-6374.

 


 

By Order of the Board of Directors,

 

/s/ Ron Shelton

Ron Shelton

Secretary

Sunnyvale, California

April 29, 2016

Whether or not you expect to attend the meeting, we encourage you to read the proxy statement and vote by telephone or through the Internet or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section entitled “General Information About the Meeting” beginning on page 1 of the proxy statement and your proxy card.
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ADESTO TECHNOLOGIES CORPORATION

PROXY STATEMENT FOR 2016 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

 

 

 

 

 

 

GENERAL PROXY INFORMATION

  

 

1

  

Information About Solicitation and Voting

  

 

1

  

General Information About the Meeting

  

 

1

  

CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE

  

 

4

  

Corporate Governance Guidelines

  

 

4

  

Board Leadership Structure

  

 

4

  

Our Board of Directors’ Role in Risk Oversight

  

 

4

  

Independence of Directors

  

 

5

  

Committees of Our Board of Directors

  

 

5

  

Compensation Committee Interlocks and Insider Participation

  

 

7

  

Board and Committee Meetings and Attendance

  

 

7

  

Board Attendance at Annual Stockholders’ Meeting

  

 

7

  

Communication with Directors

  

 

7

  

Code of Business Conduct and Ethics

  

 

8

  

NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS

  

 

9

  

Nomination to the Board of Directors

  

 

9

  

Director Qualifications

  

 

9

  

PROPOSAL NO. 1 ELECTION OF DIRECTORS

  

 

10

  

Information Regarding Nominees and Continuing Directors

  

 

10

  

Director Compensation

  

 

12

  

PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

 

15

  

Principal Accountant Fees and Services

  

 

15

  

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

  

 

15

  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  

 

17

  

OUR MANAGEMENT

  

 

20

  

EXECUTIVE COMPENSATION

  

 

22

  

EQUITY COMPENSATION PLAN INFORMATION

  

 

27

  

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

  

 

28

  

REPORT OF THE AUDIT COMMITTEE

  

 

29

  

ADDITIONAL INFORMATION

  

 

30

  

Stockholder Proposals to be Presented at Next Annual Meeting

  

 

30

  

Section 16(a) Beneficial Ownership Reporting Compliance

  

 

30

  

Available Information

  

 

30

  

“Householding” — Stockholders Sharing the Same Last Name and Address

  

 

31

  

OTHER MATTERS

  

 

32

  


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