Supplement to Proxy Statement for
2019 Annual Meeting of Stockholders
To Be Held on Wednesday, November 20, 2019
This proxy statement
supplement dated November 6, 2019 (this Supplement) supplements the Proxy Statement of Telenav, Inc. (the Company) dated October 10, 2019 (the Proxy Statement) which the Company
previously made available to its stockholders in connection with the solicitation of proxies by the Companys board of directors (the Board of Directors) for use at the Companys 2019 annual meeting of stockholders, and
any postponements, adjournments or continuations thereof (the 2019 Annual Meeting). This Supplement updates the Proxy Statement and should be read in conjunction with it.
The purpose of this Supplement is to provide stockholders with additional information regarding the terms of a performance-based restricted
stock unit award that the Company granted on October 29, 2018 to the Companys Chief Executive Officer (the CEO PSU Award). The Company disclosed the CEO PSU Award in the Executive Compensation section
of the Proxy Statement.
This Supplement does not change the proposals to be acted on at the 2019 Annual Meeting or the recommendations of
the Board of Directors in relation thereto. Except as specifically supplemented by the information contained in this Supplement, all information set forth in the Proxy Statement continues to apply and should be considered in voting your shares.
CEO PSU Award
Set forth below is certain
information regarding the CEO PSU Award which the Company granted to Dr. HP Jin, the Companys Chief Executive Officer, under the Companys 2009 Equity Incentive Plan and award agreement thereunder. The CEO PSU Award covered 240,000
shares of the Companys common stock.
The CEO PSU Award is subject to four performance milestones, each of which would trigger
twenty-five percent (25%) of the shares subject to the CEO PSU Award becoming eligible to vest. Vesting is also contingent on Dr. Jins continued service through specified dates. Each such performance milestone requires the Company to
achieve during the three-year period following the CEO PSU Awards grant date a specified price threshold with respect to the Companys common stock, which is determined by the trailing average closing price per share on the
Nasdaq Global Market for a fifty (50) trading day period (the Stock Price). The respective Stock Price thresholds under the CEO PSU Award are $10.00, $12.00, $14.00 and $16.00.
On October 29, 2018, the grant date of the CEO PSU Award, the closing price of a share of the Companys common stock on the Nasdaq
Global Market was $4.26 per share.