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BEAM GLOBAL
5660 Eastgate Drive
San Diego, CA 92121
NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Wednesday, August 10, 2022
Dear Stockholders of Beam Global:
We are pleased to invite you to attend our 2022
Annual Meeting of Stockholders to be held on Wednesday, August 10, 2022 at 9:00 a.m. Pacific Time (the “Annual Meeting”)
at 5660 Eastgate Drive, San Diego, California 92121. The Annual Meeting is being held for the following purposes:
| · | | To elect four directors to our Board of Directors to serve until the next Annual Meeting
of Stockholders or until their successors have been duly elected or appointed and qualified; |
| · | | To approve, on a nonbinding advisory basis, the compensation of our named executive officers; |
| · | | To ratify the appointment of RSM US LLP as our independent registered public accountants
for the fiscal year ending December 31, 2022; and |
| · | | To transact such other business that may properly come before the Annual Meeting or any adjournment
or postponement thereof. |
Our Board of Directors has fixed the close of business
on June 16, 2022 as the record date for the Annual Meeting. Only stockholders of record as of June 16, 2022 may vote at the Annual Meeting
or any postponements or adjournments of the meeting. This notice of annual meeting, proxy statement, and form of proxy are being made
available on or about June 24, 2022.
Your vote is important. Whether or not you plan
to attend the meeting, we would like for your shares to be represented. Please vote as soon as possible via the Internet, telephone, or
mail.
Sincerely,
Desmond Wheatley
President, Chief Executive Officer and Chairman
San Diego, California
June 24, 2022
You are cordially invited to attend the Annual Meeting in person. Whether
or not you expect to attend the Annual Meeting, please complete, date, sign and return the enclosed proxy card or vote over the telephone
or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting.
Even if you have voted by proxy, you may still vote if you attend the Annual Meeting. Please note, however, that if your shares are held
of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from
that record holder.
| Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting To Be Held on August 10, 2022: This Proxy Statement, along with the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, is available at the following website: www.proxyvote.com. |
PROXY STATEMENT
2022 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Wednesday, August 10, 2022
TABLE OF CONTENTS
BEAM GLOBAL
PROXY STATEMENT
FOR 2022 ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 9:00 a.m. Pacific Time on Wednesday,
August 10, 2022
This proxy statement and the
enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors (the “Board”
or “Board of Directors”) for use at the 2022 annual meeting of stockholders of Beam Global, a Nevada corporation, and any
postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on Wednesday,
August 10, 2022 at 9:00 a.m. Pacific Time at 5660 Eastgate Drive, San Diego, California 92121. References in this Proxy Statement to “we,”
“us,” “our,” the “Company” or “Beam” refer to Beam Global.
The Notice of Internet Availability
of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report is first
being mailed on or about July 1, 2022 to all stockholders entitled to vote at the Annual Meeting.
THE INFORMATION PROVIDED IN THE “QUESTION
AND ANSWER” FORMAT
BELOW IS FOR YOUR CONVENIENCE ONLY AND IS MERELY
A SUMMARY OF
THE INFORMATION CONTAINED IN THIS PROXY STATEMENT.
YOU SHOULD
READ THIS ENTIRE PROXY STATEMENT CAREFULLY.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND OUR ANNUAL MEETING
| Q: |
How do I participate in the Annual Meeting? |
| A: |
The Annual Meeting will be held at 5660 Eastgate Drive, San Diego, California 92121. The meeting will begin promptly at 9:00 a.m. Pacific
Daylight Time on August 10, 2022. |
If you
wish to submit a question, you may do so during the meeting. Questions pertinent to meeting matters will be answered during the Annual
Meeting, subject to time constraints. The Annual Meeting is not to be used as a forum to present personal matters, or general economic,
political or other views that are not directly related to the business of Beam Global and the matters properly before the Annual Meeting,
and therefore questions on such matters will not be answered.
| Q: |
What is included in the proxy materials? |
| A: |
The proxy materials include this Proxy Statement and our Annual Report on Form 10-K, as amended, for the year ended December 31,
2021, as filed with the SEC on March 31, 2022 and May 2, 2022 (the “Annual Report”). These materials were first made available
to you via the Internet on or about June 28, 2022. Our principal executive offices are located at 5660 Eastgate Drive, San Diego, California
92121, and our telephone number is (858) 799-4583. We maintain a website at www.beamforall.com. The information on our website is
not a part of this Proxy Statement. |
| Q: |
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials? |
| A: |
In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have elected to furnish our proxy materials,
including this Proxy Statement and the Annual Report, primarily via the Internet. The Notice containing instructions on how to access
our proxy materials is first being mailed on or about July 1, 2022 to all stockholders entitled to vote at the Annual Meeting. Stockholders
may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained
in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials via the Internet to help reduce
the environmental impact of our annual meetings of stockholders. |
| Q: |
What items will be voted on at the Annual Meeting? |
| A: |
Stockholders will vote on the following items at the Annual Meeting: |
| · | | Election of four directors (Desmond Wheatley, Peter Davidson, Anthony Posawatz and Nancy
Floyd) for a term ending at the next annual meeting of stockholders. |
| · | | Advisory approval of the compensation of our named executive officers, as disclosed in this
Proxy Statement in accordance with the rules of the Securities and Exchange Commission (“SEC”); |
| · | | Ratification of the selection of RSM US, LLP, as our independent registered public accounting
firm for the year ending December 31, 2022; and |
| · | | Such other business as may properly come before the Meeting or any adjournments or postponements
thereof. |
| Q: |
How does the Board of Directors recommend I vote on these proposals? |
| A: |
The Board of Directors unanimously recommends that the stockholders vote: |
| · | | FOR the election of the nominated directors: |
| · | | FOR the proposal to approve the compensation of our named executive officers; and |
| · | | FOR ratification of the selection of RSM US LLP as our independent registered public accounting
firm for the year ending December 31, 2022. |
With
respect to any other matter that properly comes before the Meeting, the proxies will vote as recommended by the Board of Directors or,
if no recommendation is given, in their own discretion.
| Q: |
Who may vote at the Annual Meeting? |
| A: |
Stockholders of record as of the close of business on June 16, 2022 (the “Record Date”) are entitled to receive notice
of, to attend, and to vote at the Annual Meeting. As of the Record Date, there were 10,082,570 shares of our common stock issued and
outstanding, held by 215 holders of record. Each share of our common stock is entitled to one (1) vote on each matter. |
| Q: |
What is the voting requirement to approve each of the proposals? |
| A: |
The affirmative vote of a plurality of the votes cast at the Annual Meeting by stockholders entitled to vote thereon is required
for the election of directors; only votes “FOR” or “WITHHELD” will affect the outcome. A plurality vote
means that the directors who receive the most votes in an election, though not necessarily a majority, will be elected. For approval
of Proposal No. 2 concerning the advisory vote on executive compensation, Proposal No. 3 to ratify the selection of RSM US LLP, and any
proposal to adjourn the Meeting or other matters that may properly come before the Meeting, the affirmative vote from holders of a majority
of the shares present and entitled to vote thereon either in person or represented by proxy at the Annual Meeting will be required. For
these proposals, a properly marked “ABSTAIN” with respect to any such matter will not be voted, although it will be counted
for purposes of determining the number of shares represented and entitled to vote in person or by proxy at the Meeting. Accordingly,
an abstention will have the effective of a negative vote for any such matter. |
| Q: |
How many shares must be present or represented to conduct business at the Annual Meeting? |
| A: |
At the Annual Meeting, the presence in person or by proxy of a majority of the aggregate voting power of the stock issued and outstanding
and entitled to vote at the Annual Meeting is required for the Annual Meeting to proceed. If you have returned valid proxy instructions
or attend the Annual Meeting, your shares of common stock will be counted for the purpose of determining whether there is a quorum, even
if you wish to abstain from voting on some or all matters at the meeting. |
| Q: |
If I am a stockholder of record, how do I vote? |
| A: |
If you are a stockholder of record, there are four ways to vote: |
| · | | At the Annual Meeting. You may vote in person at the Annual Meeting. |
| | | |
| · | | Via the Internet. You may vote by proxy via the Internet by following the instructions
found on the proxy card. |
| | | |
| · | | By Telephone. You may vote by proxy by calling the toll-free number found on the proxy
card. |
| | | |
| · | | By Mail. You may vote by proxy by filling out the proxy card and returning it in the
envelope provided. If you vote by mail, your proxy card must be received by August 9, 2022. |
Please note that the Internet and telephone voting facilities
will close at 11:59 p.m. Eastern Time (8:59 p.m. Pacific Time) on August 9, 2022.
| Q: |
If I am a beneficial owner of shares held in street name, how do I vote? |
| A: |
If you are a beneficial owner of shares held in street name, you should have received from your broker, bank, trustee or other nominee
instructions on how to vote or instruct the broker to vote your shares, which are generally contained in a “vote instruction form”
sent by the broker, bank, trustee or other nominee. Please follow their instructions carefully. Street name stockholders generally may
vote by one of the following methods: |
| · | | At the Annual Meeting. If you wish to vote at the Annual Meeting, you must obtain
a legal proxy from the organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal
proxy to you by your broker, bank, trustee, or other nominee. |
| | | |
| · | | Via the Internet. You may vote by proxy via the Internet by following the instruction
form provided to you by your broker, bank, trustee, or other nominee. |
| | | |
| · | | By Telephone. You may vote by proxy by calling the toll-free number found on the vote
instruction form provided to you by your broker, bank, trustee, or other nominee. |
| | | |
| · | | By Mail. You may vote by proxy by filling out the vote instruction form and returning
it in the envelope provided to you by your broker, bank, trustee, or other nominee. |
| Q: |
What is the difference between a stockholder of record and a beneficial owner of shares held in street name? |
| A: |
Stockholder of Record. If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, you
are considered the stockholder of record with respect to those shares, and the Notice or these proxy materials were sent directly to
you by Beam Global. |
Beneficial
Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar
organization, then you are the “beneficial owner” of shares held in “street name,” and the Notice or these proxy
materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for
purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the
shares held in your account.
| Q: |
How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions? |
| A: |
Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required
to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion
to vote your shares on proposal three, the proposal to ratify the appointment of RSM US LLP, as our independent registered public accounting
firm. Your broker will not have discretion to vote on the election of directors or the advisory vote on executive compensation, both
of which are “non-routine” matters, absent direction from you, resulting in broker non-votes. Broker non-votes will not be
counted as votes “for” or “against” any proposal but will be counted in determining whether there is a quorum
for the Annual Meeting. We strongly encourage you to submit your voting instructions and exercise your right to vote as a stockholder. |
| Q: |
Can I change my vote or revoke my proxy? |
| A: |
You may change your vote or revoke your proxy at any time prior to the taking of the vote at the Annual Meeting. |
If you
are the stockholder of record, you may change your vote by (1) granting a new proxy bearing a later date (which automatically revokes
the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), (2) providing a
written notice of revocation to Beam’s Corporate Secretary at Beam Global, 5660 Eastgate Drive, San Diego, California 92121 prior
to your shares being voted, or (3) attending the Annual Meeting and voting at the meeting. Attendance at the Annual Meeting will
not cause your previously granted proxy to be revoked unless you specifically so request or vote in person at the Annual Meeting.
For shares
you hold beneficially in street name, you generally may change your vote by submitting new voting instructions to your broker, bank,
trustee, or nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee,
or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.
| Q: |
How can I attend the Annual Meeting? |
| A: |
You are invited to attend the Annual Meeting if you are a registered stockholder or a street name stockholder as of June 16, 2022, the
Record Date. You should be prepared to present valid photo identification, such as a driver’s license or passport, for admittance.
If you hold your shares beneficially in street name, you will need to provide proof of stock ownership as of the Record Date. Please
note that since a street name stockholder is not the stockholder of record, you may not vote your shares at the Annual Meeting unless
you follow your broker’s procedures for obtaining a legal proxy. Please be aware that attendance at the Annual Meeting will not,
by itself, revoke a proxy. |
| Q: |
If I submit a proxy, how will it be voted? |
| A: |
When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the Annual Meeting in
accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted in accordance with
the recommendations of our Board of Directors as described above. If any matters not described in the Proxy Statement are properly presented
at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed
or adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions,
as described below under “Can I change my vote or revoke my proxy?” |
| Q: |
How are proxies solicited for the Annual Meeting? |
| A: |
Our Board of Directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne
by us. We may, on request, reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials
to you if a broker, bank, or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees
may also solicit proxies in person, by telephone, or by other means of communication. Our directors and employees will not be paid any
additional compensation for soliciting proxies. |
| Q: |
What should I do if I get more than one proxy or voting instruction card? |
| A: |
Stockholders may receive more than one set of voting materials, including multiple copies of the proxy materials and multiple Notices,
proxy cards, or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate
sets of proxy materials for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more
than one name will receive more than one set of proxy materials or one Notice. You should vote in accordance with all of the proxy cards
and voting instruction cards you receive relating to our Annual Meeting to ensure that all of your shares are counted. |
| Q: |
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional
copy of the proxy materials? |
| A: |
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements
and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed
to those stockholders. This process is commonly referred to as “householding.” |
Brokers with account holders who are
Beam Global stockholders may be householding our proxy materials. A single set of proxy materials may be delivered to multiple stockholders
sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from
your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or
until you notify your broker or Beam Global that you no longer wish to participate in householding.
If, at any time, you no longer wish
to participate in householding and would prefer to receive a separate proxy statement and annual report, you may (1) notify your
broker, (2) direct your written request to: Investor Relations, Beam Global, 5660 Eastgate Drive, San Diego, California 92121 or
(3) contact our Investor Relations department by email at IR@beamforall.com or by telephone at (858) 799-4583. Stockholders
who receive multiple copies of the proxy statement or annual report at their address and would like to request householding of their communications
should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above,
a separate copy of the Annual Report and Proxy Statement to a stockholder at a shared address to which a single copy of the documents
was delivered.
| Q: |
What if I have questions about my shares or need to change my mailing address? |
| A: |
You may contact our transfer agent, EQ Shareowner Services, by telephone at 800-468-9716 if you have questions about your shares or need
to change your mailing address. |
| Q: |
Who will tabulate the votes? |
| A: |
Katherine McDermott, the Company’s chief financial officer, will serve as the Inspector of Elections and will tabulate the votes
at the Annual Meeting. |
| Q: |
Where can I find the voting results of the Annual Meeting? |
| A: |
We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K
that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in
time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K
to publish preliminary results and will provide the final results in an amendment to this Current Report on Form 8-K as soon as they
become available. |
| Q: |
What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders or to nominate individuals
to serve as directors? |
| A: |
Stockholder Proposals: Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at
our next annual meeting of stockholders by submitting their proposals in writing to Beam Global’s Corporate Secretary in a timely
manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2023 Annual Meeting of Stockholders,
our Corporate Secretary must receive the written proposal at our principal executive offices no later than December 30, 2022. If we hold
our 2023 Annual Meeting of Stockholders more than 30 days before or after August 10, 2023 (the one-year anniversary date of the 2022
Annual Meeting of Stockholders), we will disclose the new deadline by which stockholders’ proposals must be received in a press
release or under Item 5 of Part II of our earliest possible Quarterly Report on Form 10-Q or a Current Report on Form 8-K. In addition,
stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and related SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy
materials. |
Proposals should be addressed to:
Beam Global
Attn: Corporate Secretary
5660 Eastgate Drive
San Diego, California 92121
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE
Executive Officers and Directors
The following table sets forth the names, ages
and positions of our executive officers, directors, and director nominees (ages as of June 24, 2022):
| Name |
|
Age |
|
Position |
| Desmond Wheatley |
|
56 |
|
President, Chief Executive Officer, and Chairman of the Board of Directors |
| Katherine McDermott |
|
62 |
|
Chief Financial Officer |
| Sandra Peterson |
|
59 |
|
Vice President of Sales and Marketing |
| Anthony Posawatz (1)(2) |
|
62 |
|
Director |
| Peter Davidson (1) |
|
63 |
|
Director |
| Nancy Floyd (1) |
|
67 |
|
Director |
______________________
| (1) |
Member of the Audit, Compensation and Nominating & Governance Committees |
| (2) |
Lead Independent Director |
Biographies of Directors and Officers
Desmond Wheatley has
served as our president, chief operating officer, and secretary since September 2010. Mr. Wheatley was appointed chief executive officer
and director in August 2011, and he became the chair of our board of directors in December 2016. He is an inventor of the EV ARC™,
BeamTrak™, UAV ARC™ and EV Standard™. Mr. Wheatley has two decades of senior international management experience in
technology systems integration, energy management, communications and renewable energy. Prior to joining Beam Global, Mr. Wheatley was
a founding partner in the international consulting practice Crichton Hill LLC in 2009 and he was chief executive officer of iAxis FZ LLC,
a Dubai based alternative energy and technology systems integration company from 2007 to 2009. From 2000 to 2007, Mr. Wheatley held a
variety of senior management positions at San Diego-based Kratos Defense and Security Solutions, formally known as Wireless Facilities,
with the last five years as president of ENS, then the largest independent security and energy management systems integrator in the United
States. Prior to forming ENS in 2002, Mr. Wheatley held senior management positions in the cellular and broadband wireless industries,
deploying infrastructure and lobbying in Washington DC on behalf of major wireless service providers. Mr. Wheatley’s teams led turnkey
deployments of thousands of cellular sites and designed and deployed broadband wireless networks in many MTAs across the United States.
Mr. Wheatley has founded, funded, and operated four profitable start-up companies and was previously engaged in merger and acquisition
activities. Mr. Wheatley evaluated acquisition opportunities, conducted due diligence and raised commitments of $500 million in debt and
equity.
Katherine McDermott has
served as our chief financial officer since July 2019. From August 2017 until February 2019, Ms. McDermott served as chief financial officer
of Steico Industries, Inc., a subsidiary of Senior plc (LON: SNR). Prior to that, Ms. McDermott served as chief financial officer for
Genasys Inc. (NASDAQ: GNSS), formerly known as LRAD Corporation, from 2009 until July 2017. Ms. McDermott has also served as the
chief financial officer for National Pen Company from 2005 to 2006 and the vice president of finance for Lantronix, Inc., from 2000 to
2005. Ms. McDermott held a variety of senior financial positions with Bausch & Lomb from 1988 to 1999 and began her career
holding a number of financial positions with a component division of General Motors from 1982 to 1988. Ms. McDermott holds a Bachelor’s
degree in Business Administration from St. Bonaventure University and a Masters of Business Administration from the William E. Simon School
of Business Administration at the University of Rochester.
Sandra Peterson
has served as our Vice President of Sales and Marketing since January 2020. From February 2015 to December 2019, Ms. Peterson led
the AI and go-to-market strategy at Absolutdata, a leading AI and analytics company. Prior to that, she held leadership roles at both
early stage startups and Fortune 500 companies including Apple, Nvidia, Adobe and Palm. Sandra holds a Bachelor of Science degree in Management
Science from the University of California at San Diego, and a Master’s degree in International Business from St. Mary’s College
of Moraga.
Anthony Posawatz has
served as a director of the Company since February 2016. He currently serves on our Audit, Compensation and Nominating Committees. Mr.
Posawatz has been an automotive industry professional for over 40 years. Since September 2013, Mr. Posawatz has served as the president
and chief executive officer of Invictus iCAR, LLC, an automotive innovation consulting and advisory firm focused on assisting energy and
auto clean technology companies. He served as the president, chief executive officer, and a director of Fisker Automotive from August
2012 to August 2013. Mr. Posawatz worked for General Motors (“GM”) for more than 30 years. As GM’s vehicle line director
for the Chevrolet Volt and key leader of global electric vehicle development, he was responsible for bringing the Chevrolet Volt from
concept to production (beginning in 2006 as a founding member and the first employee #1). He currently serves as a member of several boards
of directors, including INRIX, Nexeon, Lucid Group, Beam Global, Nanoramic Laboratories, Metalsa & SemaConnect. Mr. Posawatz is a
licensed professional engineer (P. E.) in Michigan and was both a General Motors Undergraduate Scholar at Wayne State University where
he earned a Bachelor of Science degree in Mechanical Engineering, and a Graduate Fellow at Dartmouth College, Tuck School of Business
where he earned a Master of Business Administration degree.
Peter Davidson has
served as a director of the Company since September 2016. He currently serves on our Audit, Compensation and Nominating Committees. Since
2019, Mr. Davidson has been the chief executive officer and a director of Aligned Climate Capital LLC, an investment advisory firm focused
exclusively on investments in clean energy, efficient transportation, green real estate and sustainable natural resources. From 2016 to
2019, he was the chief executive officer for Aligned Intermediary, an investment advisory group created to help long-term investors increase
the flow of capital into capital infrastructure projects and clean energy companies. In May 2013, Mr. Davidson was appointed by President
Obama to serve as the executive director of the Loan Program Office (“LPO”) at the United States Department of Energy, a position
he held until June 2015. At the LPO, Mr. Davidson oversaw the program’s more than $30 billion portfolio of loans and loan guarantees,
making it the largest project finance organization in the United States government. Mr. Davidson was responsible for ensuring that the
LPO carried out its mission to accelerate the deployment of innovative clean energy projects and domestic advanced vehicle manufacturing.
Prior to leading the LPO, Mr. Davidson was the senior advisor for energy and economic development at the Port Authority of New York and
New Jersey (from 2012 to 2013) and was the executive director of New York State’s economic development agency, the Empire State
Development Corporation (from 2009 to 2011). From 1989 to 2014, Mr. Davidson was an entrepreneur who founded and managed several separate
companies in television and radio broadcasting, outdoor advertising, and traditional and digital marketing services, with a focus on the
Hispanic market. From 1986 to 1989, he was an executive in the investment banking division of Morgan Stanley & Co. Since 2001, Mr.
Davidson has also been the chairman of the JM Kaplan Fund, a New York City based philanthropic organization. Under his leadership, grant
making has focused on reducing New York City’s carbon footprint, supporting immigrant integration in the U.S. and archeological
conservation world-wide. Mr. Davidson is currently a director of First Eagle Investment Management. Mr. Davidson received his Master of
Business Administration degree from Harvard University in 1986 and his Bachelor of Arts degree from Stanford University in 1981.
Nancy Floyd
has served as a director of the Company since April 2021. She currently serves on our Audit, Compensation and Nominating Committees. Ms.
Floyd has served since 1993 until December, 2021 as a Managing Director of Nth Power LLC, a venture capital firm she founded that specializes
in clean energy technology. From 1989 to 1993, Ms. Floyd joined and started the technology practice for the utility consulting firm, Barakat
and Chamberlain. From 1985 to 1988, Ms. Floyd was on the founding team and worked at PacTel Spectrum Services, a provider of network management
services which was sold to IBM. In 1982, Ms. Floyd founded and later served as Chief Executive Officer of NFC Energy Corporation, one
of the first wind development companies in the United States which was sold in 1985. From 1977 to 1980, Ms. Floyd served as Director of
Special Projects of Vermont Public Service Board (currently known as Vermont Public Utility Commission). Ms. Floyd has also served on
the boards of various organizations, including Chair of the Board and Chair of the Compensation Committee of Tempronics, Inc. since 2014
until December 2021. She has been a member the Board of Directors and audit committee of First Fuel Inc. from 2014 to 2019, Glasspoint
Solar from 2014 to 2020, Chair of the Audit Committee of AltaGas Services and AltaGas Power Holdings (U.S.) Inc. (TSX: ALA) from 2018
to 2019. Ms Floyd was a member of the Audit Committee for WGL Holdings (NYSE: WGL) from 2016 to 2019 and member of the Governance Committee
from 2011-2018, among others. Also, since 2017 until recently, Ms. Floyd served as Fund Advisor to Activate Capital and, until recently
served on the Investment Committee for The Christensen Fund. In March 2021, Ms. Floyd was appointed as a director and member of the Audit
Committee and the Finance and Risk Committee of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (NYSE: HASI). Ms. Floyd received
a Bachelor of Arts degree in Government from Franklin & Marshall College in 1976 and a Master of Arts degree in Political Science
from Rutgers University in 1977.
Each executive officer serves
at the discretion of our Board of Directors and holds office until his or her successor is duly elected and qualified or until his or
her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.
Director Experience, Qualifications, Attributes and Skills
We believe that the backgrounds
and qualifications of our directors, considered as a group, provide a broad mix of experience, knowledge and abilities that will allow
the Board to fulfill its responsibilities. We believe that our Board is composed of a group of leaders in their respective fields. Many
of the current directors have executive experience at public companies, as well as experience serving on other companies’ boards,
which provides an understanding of different business processes, challenges and strategies facing other companies. Further, our directors
also have other experience that makes them valuable members and provides insight into issues relevant to the Company.
The following highlights the
specific experience, qualification, attributes and skills of our individual Board members, or nominees for the Board, that have led our
Nominating and Governance Committee and the Board to conclude that these individuals should serve on our Board:
Mr. Wheatley provides leadership
and industry experience to the Board of Directors gained by being our chief executive officer since August 2011 and president since September
2010. Mr. Wheatley has held numerous executive positions in international organizations including five years as president of a publicly
traded technology and energy management company. Mr. Wheatley was the founding member of an international consulting company with expertise
in the renewable and energy sectors. He has held various executive level positions in multiple infrastructure deployment companies and
has been involved in energy management and renewables since 2002. Mr. Wheatley also provides the Board of Directors with significant corporate
finance experience.
Mr. Posawatz provides leadership
and industry experience to the Board of Directors gained by being the chief executive officer of several companies and leading the development
of several electric vehicle products including GM’s Chevrolet Volt.
Mr. Davidson provides leadership
and industry experience to the Board of Directors gained by holding executive level positions at multiple companies and by serving as
executive director of the Loan Program Office of the United States Department of Energy and the Empire State Development Corporation.
Mr. Davidson is also a non-resident fellow at Columbia University’s Center on Global Energy Policy and the chairman of the JM Kaplan
Fund, a New York City based philanthropic organization which provide grants to support reducing New York City’s carbon footprint.
Ms. Floyd provides leadership,
financial and industry experience to the Board of Directors gained by having extensive experience in the clean energy technology space.
Ms. Floyd has held numerous executive level and management positions in the clean energy technology space. Ms. Floyd also provides the
Board of Directors with accounting and financial experience.
Director Independence
Our Board of Directors currently
consists of four directors. Three of our directors are “independent” as defined in Rule 4200 of FINRA’s listing standards
and the NASDAQ Capital Market criteria. In accordance with the standards of the NASDAQ Capital Market, these directors are considered
“independent” because they are not employees or executive officers of the Company and have not been paid more than $120,000
of compensation by the Company, other than for their service as members of our Board of Directors, in any consecutive 12-month period
during the past three years. Furthermore, they have no family members being paid compensation by the Company, and they do not serve as
directors or officers of any companies that conduct business with the Company as outside vendors or service providers. We plan to appoint
additional independent directors to our board of directors in the future.
Board Leadership Structure and Role in Risk
Oversight
Our Board of Directors focuses
on the most significant risks facing us and our general risk management strategy, and also ensuring that risks undertaken by us are consistent
with the Board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for
day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks
facing us and that our Board leadership structure supports this approach.
Board Diversity
The following matrix discloses, as of June 24,
2022, the gender and demographic backgrounds of our Board as self-identified by its members in accordance with Nasdaq Listing Rule
5606.
| Board size: |
|
|
|
| Total Number of Directors |
4 |
|
| |
Female |
Male |
|
| Gender: |
|
|
|
| Directors |
1 |
3 |
|
| Demographic Background |
|
|
|
| White |
1 |
3 |
|
| |
|
|
|
Board Committees
Our Board of Directors currently
has an audit committee, a compensation committee, and a nominating and governance committee. The composition and responsibilities of each
of the committees of our Board of Directors are described below. Members serve on these committees until their resignation or until otherwise
determined by our Board of Directors.
Audit Committee. The
Audit Committee of the Board of Directors currently consists of three independent directors of which at least one, the Chairman of the
Audit Committee, qualifies as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Nancy Floyd is the Chairman
of the Audit Committee and financial expert, and Anthony Posawatz and Peter Davidson are the other members of the Audit Committee. The
Audit Committee's duties are to recommend to our Board of Directors the engagement of the independent registered public accounting firm
to audit our consolidated financial statements and to review our accounting and auditing principles. The Audit Committee reviews the scope,
timing and fees for the annual audit and the results of audit examinations performed by any internal auditors and independent public accountants,
including their recommendations to improve the system of accounting and internal controls. The Audit Committee will at all times be composed
exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship that would interfere with the exercise
of independent judgment as a committee member and who possess an understanding of consolidated financial statements and generally accepted
accounting principles. The charter of the Audit Committee is available on our website at www.beamforall.com.
Compensation Committee.
The Compensation Committee establishes our executive compensation policy, determines the salary and bonuses of our executive officers
and recommends to the Board stock option grants for our executive officers. Anthony Posawatz is the Chairman of the Compensation Committee,
and Peter Davidson and Nancy Floyd are the other directors who are members of the Compensation Committee. Each of the members are independent
under NASDAQ’s independence standards for compensation committee members. Our chief executive officer often makes recommendations
to the Compensation Committee and the Board concerning compensation of other executive officers. The Compensation Committee seeks input
on certain compensation policies from the chief executive officer. The charter of the Compensation Committee is available on our website
at www.beamforall.com.
Nominating and Governance
Committee. The Nominating and Governance Committee is responsible for matters relating to the corporate governance of our Company
and the nomination of members of the Board and committees thereof. Peter Davidson is the Chairman of the Nominating and Governance Committee,
and Anthony Posawatz and Nancy Floyd are the other directors who are members of the Committee. Each of the members are independent under
NASDAQ’s independence standards. The charter of the Nominating and Governance Committee is available on our website at www.beamforall.com.
Board Meetings and Director Communications
In 2021, the Board of Directors
held 11 meetings and each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors
held during the period for which he has been a director and (ii) the total number of meetings held by all committees of the Board
of Directors on which he served during the periods that he or she served. Although, we have no formal policy regarding director attendance
at annual meetings, we encourage all directors to attend.
Stockholders and other interested
parties may communicate with the non-management members of the Board of Directors by mail sent to the Company’s Corporate Secretary,
addressed to the intended recipient and care of the Corporate Secretary. The Corporate Secretary will review all incoming stockholder
communications (except for mass mailings, job inquiries, business solicitations and patently offensive or otherwise inappropriate material)
and route such communications as appropriate to member(s) of the Board of Directors. For a more detailed description of stockholder communications,
see “Communications with Our Board of Directors.”
Considerations in Evaluating Director Nominees
Our nominating and governance
committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our nominating
and governance committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors
and the respective committees of our Board of Directors. Some of the qualifications that our nominating and governance committee considers
include, without limitation: issues of character, integrity, and judgment; independence; diversity, including diversity of experience;
experience in corporate management, operations, finance, business development, and mergers and acquisitions; experience relevant to the
Company’s industry; experience as a board member or executive officer of another publicly held company; length of service; and any
other relevant qualifications, attributes, or skills. Nominees also must have the ability to offer advice and guidance to our Chief Executive
Officer based on past experience in positions with a high degree of responsibility and should be leaders in the companies or institutions
with which they are affiliated. Director candidates must have sufficient time available in the judgment of our nominating and governance
committee to perform all Board of Directors responsibilities and responsibilities of those committees on which they serve.
Members of our Board of Directors
are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings. Other than the foregoing,
there are no stated minimum criteria for director nominees, although our nominating and governance committee may also consider such other
factors as it may deem, from time to time, are in the best interests of the Company and its stockholders.
The policy of our nominating
and governance committee is to consider properly submitted stockholder recommendations for candidates for membership on the Board. In
evaluating such recommendations, the nominating and governance committee will address the membership criteria set forth above. After completing
its review and evaluation of director candidates, our nominating and governance committee recommends to our full Board of Directors the
director nominees for selection.
Although our Board of
Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that it should be a diverse
body, and our nominating and governance committee considers a broad range of backgrounds and experiences. In making determinations regarding
nominations of directors, our nominating and governance committee may take into account the benefits of diverse viewpoints. Our nominating
and governance committee also considers these and other factors as it oversees the annual Board of Directors and committee evaluations.
Code of Business Conduct and Ethics
We have adopted a Code of
Business Conduct and Ethics that is applicable to all of our employees, officers, and directors, including our Chief Executive Officer,
Chief Financial Officer and other executive and senior financial officers. A copy of our Code of Business Conduct and Ethics is available
in the Investors Relations section of our website at beamforall.com under “Governance Documents.”
Board Leadership Structure
The Board has not adopted
a specific policy on whether the same person should serve as both the Chief Executive Officer and Chair of the Board or, if the roles
are separate, whether the chair should be selected from the non-employee directors or should be an employee. The Board believes it is
appropriate to retain the discretion and flexibility to make these determinations from time to time as needed to provide appropriate leadership
for the Company. At this time, the Board believes that a combined role of Chairman of the Board and Chief Executive Officer, along
with Board committees that are chaired by independent directors is the appropriate leadership structure for the Company at this time.
The combined role fosters open communication between the Board and management team, provides both groups with unified leadership and promotes
efficient development and execution of the Company’s strategic plan. The board appointed Anthony Posawatz as its lead independent
director on April 16, 2021.
The independent directors
meet as frequently as they desire, but at least once per year, in an executive session.
Board’s Role in Risk Oversight
In addition to the responsibilities
performed by our audit committee, the Board of Directors plays an active role in overseeing management of the Company’s risks. The
Board of Directors focuses on the most significant operational risks facing our Company related to our business, assets, and liabilities,
as well as our key financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related risk. Our Board
seeks to ensure that risks undertaken by the Company are consistent with an overall risk profile that is appropriate for the Company and
the achievement of its business objectives and strategies. The Board of Directors recognizes that risk management and oversight comprise
a dynamic and continuous process and therefore reviews the Company’s risk model and process periodically. The Board of Directors
performs these tasks both in collaboration with and independently of the audit committee and Company management.
Non-Employee Director Compensation
The following table summarizes
compensation paid to our non-employee directors during the year ended December 31, 2021. Directors who are also our employees receive
no additional compensation for their service as a director. During the year ended December 31, 2021, Mr. Wheatley, our current President
and Chief Executive Officer, was an employee. Compensation for Mr. Wheatley is discussed in “Executive Compensation.”
| Name |
|
|
Fees Earned or Paid in Cash(1) |
|
|
Restricted Stock Awards (2) |
|
|
Total |
|
| Anthony Posawatz |
|
|
$ |
25,500 |
|
|
$ |
184,356 |
|
|
$ |
209,856 |
|
| Peter Davidson |
|
|
$ |
25,000 |
|
|
$ |
79,377 |
|
|
$ |
104,377 |
|
| Nancy Floyd (3) |
|
|
$ |
16,167 |
|
|
$ |
265,803 |
|
|
$ |
281,970 |
|
| Robert Schweitzer (4) |
|
|
$ |
3,666 |
|
|
|
– |
|
|
$ |
3,666 |
|
________________
| (1) |
Represents the cash quarterly retainer and the meeting attendance fees earned by the non-employee directors. |
| (2) |
Represents the aggregate grant date fair value for restricted stock awards granted during 2021, computed in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions used in the calculations, see Note 4 of Notes to Consolidated Financial Statements, included in Part IV, Item 15 of our Form 10-K. |
| (3) |
Ms. Floyd joined the board on April 16, 2021. |
| (4) |
Mr. Schweitzer passed away on February 21, 2021. |
Non-Employee Director Compensation Policy
Cash Compensation
Each non-employee director
received a quarterly cash retainer of $5,000 for serving on our Board of Directors. The retainer is payable in arrears, subject to such
director’s continued service on the last day of the preceding quarter and prorated as necessary to reflect service commencement
or termination during the quarter. In addition, each non-employee director receives the following amount for each regular meeting of the
Board attended: (i) $1,000 if attendance is in person or (ii) $500 if attendance is through remote means (e.g., attending by
telephone).
All directors are reimbursed
for reasonable expenses incurred in connection with attendance at board or committee meetings.
Equity Compensation
On October 1 of each year,
each non-employee director will be granted a certain number of shares of restricted common stock equal to $100,000 (or $140,000 for our
independent lead director) divided by the average daily closing price of our common stock for the preceding year. The restricted common
stock vests quarterly in four (4) equal installments.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the
Exchange Act requires directors, certain officers, and ten percent (10%) stockholders to file reports of ownership and changes in
ownership with the SEC. Based upon a review of filings with the SEC and/or written representations that no other reports were required,
we believe that all reports for the Company’s officers and directors that were required to be filed under Section 16 of the
Exchange Act were timely filed in 2021.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth
information regarding beneficial ownership of our common stock as of June 24, 2022 by:
| (1) | | each person or group of affiliated persons known by us to be the beneficial owner of more
than 5% of our common stock; |
| (2) | | each of our named executive officers; |
| (3) | | each of our directors and nominees for directors; and |
| (4) | | all of our executive officers and directors as a group. |
We have determined beneficial
ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other
purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment
power with respect to all shares that they beneficially own, subject to community property laws where applicable. To our knowledge, no
person or entity, except as set forth below, is the beneficial owner of more than 5% of the voting power of our common stock as of the
close of business on June 16, 2022.
Under SEC rules, the calculation
of the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person includes both outstanding
shares of our common stock then owned as well as any shares of our common stock subject to options or warrants held by that person that
are currently exercisable or exercisable within 60 days of June 16, 2022. Shares subject to those options or warrants for a particular
person are not included as outstanding, however, for the purpose of computing the percentage ownership of any other person. We have based
percentage ownership of our common stock on 10,082,570 shares of our common stock outstanding as of June 16, 2022.
Unless otherwise indicated,
the address of each beneficial owner listed in the table below is c/o Beam Global, 5660 Eastgate Drive, San Diego, California 92121.
| Name of Beneficial Owner | |
Number of Shares Beneficially Owned | | |
Percent of Shares Outstanding | |
| Named Executive Officers, Directors and Director Nominees: | |
| | | |
| | |
| Desmond Wheatley (1) | |
| 161,422 | | |
| 1.59% | |
| Katherine McDermott (2) | |
| – | | |
| * | |
| Sandra Peterson (3) | |
| – | | |
| * | |
| Anthony Posawatz (4) | |
| 57,195 | | |
| * | |
| Peter Davidson (5) | |
| 40,934 | | |
| * | |
| Nancy Floyd (6) | |
| 8,492 | | |
| * | |
| All current executive officers and directors as a group (6 persons) (7) | |
| 268,043 | | |
| 2.64% | |
| 5% Stockholders: | |
| | | |
| | |
| All Cell Technologies, LLC (8) | |
| 1,055,000 | | |
| 10.46% | |
| 230 Schilling Circle, Suite 120 | |
| | | |
| | |
| Hunt Valley, MD 21030 | |
| | | |
| | |
| Keshif Ventures, LLC (9) | |
| 668,278 | | |
| 6.63% | |
| 11512 El Camino Real, Suite 340 | |
| | | |
| | |
| San Diego, CA 92130 | |
| | | |
| | |
| BlackRock, Inc. (10) | |
| 542,734 | | |
| 5.38% | |
| 55 East 52nd Street | |
| | | |
| | |
| New York, NY 10055 | |
| | | |
| | |
_________________
| * | | Represents beneficial ownership of less than 1% of the outstanding
shares of our common stock. |
| (1) | | Mr. Wheatley is our President and Chief Executive Officer and
Chairman of our Board of Directors. His beneficial ownership consists of 87,000 shares of common stock issuable pursuant to stock options
exercisable within 60 days after June 16, 2022 and 74,422 shares that have been issued pursuant to RSAs, of which 8,273 shares are subject
to cancellation. |
| (2) | | Ms. McDermott is our Chief Financial Officer. Her beneficial
ownership consists of shares of common stock issuable pursuant to stock options exercisable within 60 days after June 16, 2022. |
| (3) | | Ms. Peterson is our VP of Sales and Marketing. Her beneficial
ownership consists of shares of common stock issuable pursuant to stock options exercisable within 60 days after June 16, 2022. |
| (4) | | Mr. Posawatz serves as a member of our Board of Directors.
His beneficial ownership consists of 57,195 shares that have been issued pursuant to RSAs, of which 1,000 shares are subject to cancellation. |
| (5) | | Mr. Davidson serves as a member of our Board of Directors. His beneficial ownership consists
of 40,934 shares that have been issued pursuant to RSAs, of which 725 shares are subject to cancellation. |
| (6) | | Nancy C. Floyd serves as a member of our Board of Directors. Her beneficial ownership consists
of 8,492 shares that have been issued pursuant to RSAs, of which 725 shares are subject to cancellation. |
| (7) | | Beneficial ownership consists of (i) 181,043 shares of common stock and (ii) 153,495
shares of common stock subject to options exercisable within 60 days of June 16, 2022, in each case beneficially owned by our current
executive officers and directors, of which 10,723 shares are subject to cancellation. |
| (8) | | All Cell Technologies consists of 1,055,000 shares of common stock based on the transfer
agent shares outstanding report. |
| (9) | | Keshif Ventures consists of 668,278 shares of common stock based on the transfer agent shares
outstanding report. |
| (10) | | Beneficial ownership information is based on information filed on Schedule 13G on February
4, 2022 reporting ownership as of December 31, 2021. |
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The following Compensation
Discussion and Analysis describes the material elements of compensation for our executive officers identified in the Summary Compensation
Table (“Named Executive Officers”), and executive officers that we may hire in the future.
Processes and Procedures for Compensation Decisions
Our compensation committee
is responsible for the executive compensation programs for our executive officers and reports to the Board of Directors on its discussions,
decisions and other actions. Our Chief Executive Officer makes recommendations to our compensation committee, attends committee meetings,
and is involved in the determination of compensation for the respective executive officers that report to him, except that our Chief Executive
Officer does not make recommendations as to his own compensation. Additionally, our Chief Executive Officer makes recommendations to our
compensation committee regarding short- and long-term compensation for all executive officers (other than himself) based on our results,
an individual executive officer’s contribution toward these results, and performance toward individual goal achievement. Our compensation
committee then reviews the recommendations and other data and makes decisions as to total compensation for each executive officer other
than the Chief Executive Officer, as well as each individual compensation component. Our compensation committee makes recommendations
to the Board of Directors regarding compensation for our Chief Executive Officer. The independent members of the Board of Directors make
the final decisions regarding executive compensation for our Chief Executive Officer.
The compensation committee
is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment
of our compensation programs and related policies.
Compensation Program Objectives and Rewards
Our compensation philosophy
is based on the premise of attracting, retaining, and motivating exceptional leaders, setting high goals, working toward the common objectives
of meeting the expectations of customers and stockholders, and rewarding outstanding performance. Following this philosophy, we consider
all relevant factors in determining executive compensation, including the competition for talent, our desire to link pay with performance,
the use of equity to align executive interests with those of our stockholders, individual contributions, teamwork, and each executive’s
total compensation package.
The compensation received
by our Named Executive Officers is based primarily on their experience and knowledge as well as their responsibilities and individual
contributions to the Company. In addition, the Compensation Committee conducted a compensation benchmarking study with an independent,
credible consultant to provide guidance on compensation for members of the executive team, including the Named Executive Officers. This
study provided data and recommendations for a competitive pay structure.
The primary purpose of the
compensation and benefits we consider is to attract, retain, and motivate highly talented individuals who will engage in the behavior
necessary to enable us to succeed in our mission, while upholding our values in a highly competitive marketplace. Different elements are
designed to engender different behaviors, and the actual incentive amounts which may be awarded to each Named Executive Officer are subject
to the annual review of our compensation committee who will make recommendations regarding compensation to our Board of Directors. The
following is a brief description of the key elements of our planned executive compensation structure.
| |
· |
Base salary and benefits are designed to attract and retain employees over time. |
| |
· |
Incentive compensation awards are designed to focus employees on the business objectives for a particular year. |
| |
· |
Equity incentive awards, such as stock options and non-vested stock, focus executives’ efforts on the behaviors within the recipients’ control that they believe are designed to ensure our long-term success as reflected in increases to our stock prices over a period of several years, growth in our profitability and other elements. |
| |
· |
Severance and change in control plans are designed to facilitate a company’s ability to attract and retain executives as we compete for talented employees in a marketplace where such protections are commonly offered. |
Benchmarking
In 2019 and 2022, we utilized
a third-party to conduct a compensation benchmarking study to provide guidance in the development of our executive compensation. When
making compensation decisions, our Board of Directors may compare each element of compensation paid to our Named Executive Officers against
a report showing comparable compensation metrics from a group that includes both publicly traded and privately held companies. Our Board
believes that while such peer group benchmarks are a point of reference for measurement, they are not necessarily the only factor in setting
executive compensation. Each executive officer’s compensation relative to the benchmark varies based on the scope of responsibility
and time in the position. Due to the size of our company, it is difficult to collect information pertaining to a formal peer group for
this purpose. We used data across a broader range of companies and will tighten our peer group over time.
The Elements of Our Compensation Program
Base Salary
Executive officer base salaries
are based on job responsibilities and individual contribution. Our Board of Directors reviews the base salaries of our executive officers,
including our Named Executive Officers, considering factors such as corporate progress toward achieving objectives (without reference
to any specific performance-related targets) and individual performance experience and expertise. Additional factors reviewed by our Board
of Directors in determining appropriate base salary levels and raises include subjective factors related to corporate and individual performance.
Incentive Compensation Awards
A bonus plan was established
for the services of our named executive officers for 2020 and 2021. Bonus targets were set as a percentage of base pay of 25% for the
Chief Executive Officer and 20% for the Chief Financial Officer. Goals for 2020 included: (1) the growth in our revenue, (2) the closing
of public offerings, (3) development of large business opportunities, (4) strong investor outreach, (5) filling key positions at the Company
and other specific goals for these individuals. Goals for 2021 included (1) the growth in our revenue, (2) development of large business
opportunities, (3) strong investor outreach and other specific goals for these individuals. Payment for bonuses pertaining to 2020 was
made in 2021. Payment for bonuses pertaining to 2021 was made in April 2022.
Equity Incentive Awards
In order to provide an incentive
to attract and retain directors, officers, and other employees whose services are considered valuable, to encourage a sense of proprietorship
and to stimulate an active interest of such persons in our development and financial success, on August 10, 2011, the Company adopted
an equity incentive plan (the “2011 Plan”), pursuant to which 630,000 shares of our common stock are currently reserved for
issuance as awards to employees, directors, consultants and other service providers. This 2011 Plan was ratified by our shareholders at
the 2012 annual shareholders meeting. On June 9, 2021, the Company’s stockholders approved the Beam Global 2021 Equity Incentive
Plan (the “2021 Plan”) under which 2,000,000 shares of the Company’s common stock are reserved to be issued pursuant
to the exercise of stock options or other awards granted under such plan in addition to the 630,000 shares previously reserved under the
Beam Global 2011 Stock Incentive Plan.
Benefits and Prerequisites
The Company offers paid vacation
and sick leave pay, in addition to a full range of benefits, including health care, dental, vision, life insurance and long-term disability.
The Company also offers a 401(k) Plan for savings and includes a company match up to 3% of pay for the Company’s employees. We may
adopt additional plans and confer other fringe benefits for our executive officers in the future if our business grows sufficiently to
enable us to afford them.
2021 Summary Compensation Table
The following table provides
information regarding the compensation of our Named Executive Officers during the fiscal years ended December 31, 2021 and 2020.
| Name and Principal Position |
|
Fiscal Year |
|
Salary
($) |
|
Deferred Compensation ($) |
|
Bonus
($) |
|
Stock Awards ($)(1) |
|
Option Awards
($) |
|
Non-Equity Incentive Plan Compensation ($) |
|
All Other Compensation ($)(2)(3) |
|
Total
($) |
|
| Desmond Wheatley |
|
|
2021 |
|
|
300,000 |
|
|
– |
|
|
75,000 |
|
|
112,500 |
|
|
– |
|
|
– |
|
|
– |
|
|
487,500 |
|
| President and Chief |
|
|
2020 |
|
|
300,000 |
|
|
– |
|
|
57,500 |
|
|
150,000 |
|
|
– |
|
|
– |
|
|
52,326 |
|
|
559,826 |
|
| Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Katherine McDermott |
|
|
2021 |
|
|
220,000 |
|
|
– |
|
|
44,000 |
|
|
– |
|
|
– |
|
|
– |
|
|
– |
|
|
264,000 |
|
| Chief Financial Officer |
|
|
2020 |
|
|
220,000 |
|
|
– |
|
|
14,326 |
|
|
– |
|
|
– |
|
|
– |
|
|
– |
|
|
234,326 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sandra Peterson |
|
|
2021 |
|
|
195,000 |
|
|
– |
|
|
39,000 |
|
|
– |
|
|
– |
|
|
– |
|
|
18,739 |
|
|
252,739 |
|
| VP of Sales and |
|
|
2020 |
|
|
195,000 |
|
|
– |
|
|
35,880 |
|
|
– |
|
|
196,103 |
|
|
– |
|
|
– |
|
|
426,983 |
|
| Marketing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Officers as a Group |
|
|
2021 |
|
|
715,000 |
|
|
– |
|
|
158,000 |
|
|
112,500 |
|
|
– |
|
|
– |
|
|
18,739 |
|
|
1,004,239 |
|
| |
|
|
2020 |
|
|
715,000 |
|
|
– |
|
|
107,706 |
|
|
150,000 |
|
|
196,103 |
|
|
– |
|
|
52,326 |
|
|
1,221,135 |
|
_____________________
| (1) |
This represents the fair value of the award as of the grant date in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions used in the calculations, see Note 11 of Notes to Consolidated Financial Statements, included in Part IV, Item 15 of our Form 10-K. |
| (2) |
Mr. Wheatley’s all other compensation reflects interest paid for note for deferred compensation. |
| (3) |
Ms. Peterson’s all other compensation reflects relocation compensation. |
Executive Employment Arrangements
Desmond Wheatley.
On February 9, 2021, the Company entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) with
Desmond Wheatley, the Company’s president and chief executive officer. The Employment Agreement amends and restates Mr. Wheatley’s
prior employment agreement effective as of January 1, 2016, and as amended on July 24, 2018. The Employment Agreement is on substantially
the same terms and conditions as Mr. Wheatley’s prior employment agreement and extends the term of the Employment Agreement to December
31, 2025. Pursuant to the Employment Agreement, on April 1, 2021, the Company granted Mr. Wheatley 2,806 shares of restricted common stock.
Fifty percent of the shares of restricted common stock vest in three (3) equal quarterly installments at the end of each calendar quarter
following the grant date. The remaining fifty percent of the restricted stock vest in eleven (11) equal amounts at the end of each calendar
quarter following the grant date. In addition, on January 1, 2022, the Company granted Mr. Wheatley 7,436 shares of restricted common
stock equal to $150,000 based on the closing price of the Company’s common stock on such date. Fifty percent of the shares of restricted
stock vest in four (4) equal quarterly installments at the end of each calendar quarter following the grant date. The remaining fifty
percent of the restricted stock vest in twelve (12) equal amounts at the end of each calendar quarter following the grant date.
In addition, the Board also
approved a cash bonus of up to 25% of his base salary subject to performance metrics established by the Compensation Committee and Mr.
Wheatley.
Katherine McDermott. Ms.
McDermott and the Company agreed to an offer letter dated July 15, 2019 (the “Offer Letter”) whereby the Company agreed to
pay Ms. McDermott an annual salary of $220,000 per year. Ms. McDermott is eligible for an annual bonus up to 20% of her base salary subject
to performance metrics established by the Company. The Company also granted Ms. McDermott an option to purchase up to 49,104 shares of
the Company’s common stock at an exercise price equal to $5.78 which vest over a four-year period.
Sandra Peterson. Ms.
Peterson and the Company agreed to an offer letter dated December 16, 2019 (the “Offer Letter”) whereby the Company agreed
to pay Ms. Peterson an annual salary of $195,000 per year. Ms. Peterson is eligible for an annual bonus up to 20% of her base salary subject
to performance metrics established by the Company as well as commission compensation equal to one half percent of the total, or portion
of the total Sales Price actually received by the Company of any sale of our products after an annual target of $10,000,000 in revenue.
The Company also granted Ms. Peterson an option to purchase up to 49,104 shares of the Company’s common stock at an exercise price
equal to $4.57 which vest over a four-year period.
Severance and Change in Control Agreements
Mr. Wheatley’s employment
agreement with the Company provides for a payment in an amount equal to four times his annual compensation if he is terminated for reasons
other than mutual agreement, his death, his breach or other cause, or upon his disability, as defined in the agreement.
On February 9, 2021, the Company’s
Board of Directors adopted a Change in Control Severance Benefit Plan. The Plan provides severance benefits to eligible participants upon
selected terminations of service in connection with a change of control of the Company. The Plan provides that upon termination of service
of a participant by voluntary resignation of employment by the participant for good reason (which good reason occurred within the three
(3) months prior to or twelve (12) months following the effective date of a change of control), or by the Company without cause, and the
satisfaction of certain other requirements, the participant may receive certain (i) cash severance payments; (ii) bonus severance payments;
(iii) health insurance premium payments; or (iv) acceleration of vesting of outstanding options or other equity awards as provided in
the Plan. The Company’s chief financial officer, Katherine McDermott, and the Company’s VP of Sales and Marketing, Sandra
Peterson, are participants under the Plan.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information regarding
outstanding stock options held by our named executive officers as of December 31, 2021.
| Name and Principal Position |
|
Option Awards |
| Number of |
|
Number of |
|
|
|
|
| securities |
|
securities |
|
|
|
|
| underlying |
|
underlying |
|
|
|
|
| unexercised |
|
unexercised |
|
|
|
Option |
| options (#) |
|
options (#) |
|
Option exercise |
|
expiration |
| exercisable(1) |
|
unexercisable(1) |
|
price ($) |
|
date |
| Desmond Wheatley |
|
87,000 |
|
— |
|
7.50 |
|
10/17/2026 |
| President and Chief Executive Officer |
|
|
|
|
|
|
|
|
| Katherine McDermott |
|
29,667 |
|
19,437 |
(2) |
5.78 |
|
7/23/2029 |
| Chief Financial Officer |
|
|
|
|
|
|
|
|
| Sandra Peterson |
|
24,552 |
|
24,552 |
(3) |
4.57 |
|
1/2/2030 |
| VP of Sales and Marketing |
|
|
|
|
|
|
|
|
_______________________
| (1) |
Stock options to purchase our common stock were granted pursuant to our 2011 Stock Incentive Plan. |
| (2) |
1,023 of these stock options vest monthly and will be fully vested on July 31, 2023. |
| (3) |
1,023 of these stock options vest monthly and will be fully vested on December 31, 2023. |
EQUITY BENEFIT AND STOCK PLANS
Stock Incentive Plan
On August 10, 2011, in order
to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable,
to encourage a sense of proprietorship and to stimulate an active interest of such persons in our development and financial success, the
Company adopted the 2011 Stock Incentive Plan (the "2011 Plan"), pursuant to which 600,000 shares plus annual increases as provided
in the 2011 Plan for a total of 30,000 shares as of December 31, 2019, were reserved for issuance as awards to employees, directors, consultants
and other service providers. Under the 2011 Plan, we were authorized to issue incentive stock options intended to qualify under Section
422 of the Code and non-qualified stock options. The 2011 Plan is administered by our Board of Directors until such time as such authority
has been delegated to a committee of the Board of Directors. The 2011 Plan was ratified by our shareholders in 2012 and expired in 2021.
On June 9, 2021, the Company’s
stockholders approved the Beam Global 2021 Equity Incentive Plan (the “2021 Plan”) under which 2,000,000 shares of the Company’s
common stock are reserved to be issued pursuant to the exercise of stock options or other awards granted under such plan in addition to
the 630,000 shares previously reserved under the Beam Global 2011 Stock Incentive Plan. The number of shares reserved for issuance under
the 2021 Plan will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to 5% of the aggregate
number of outstanding shares of the Company’s common stock as of the immediately preceding December 31, or a lesser number
as may be determined by our board of directors or compensation committee.
Incentive Plan Awards
From January 1, 2021 through
December 31, 2021, the Company granted a total of 43,400 stock options under the 2021 Plan, which were granted to 15 of its employees.
The following table sets forth
certain information regarding our 2011 and 2021 Plan as of December 31, 2021:
| Number of Securities to be issued upon exercise of outstanding stock options |
|
Weighted-average exercise price of outstanding stock options |
|
Number of securities remaining available for future issuance under equity compensation plans |
| 263,433 |
|
$11.56 |
|
2,101,109 |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In addition to the director
and executive officer compensation arrangements and indemnification arrangements discussed above under “Directors, Executive Officers
and Corporate Governance” and “Executive Compensation,” since January 1, 2020, we have not been a party to
any transactions in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers,
beneficial holders of more than 5% of our capital stock, or entities affiliated with them, had or will have a direct or indirect material
interest, other than compensation described above in “Non-Employee Director Compensation” and “EXECUTIVE COMPENSATION”.
Policies and Procedures for Related Party Transactions
Our audit committee charter
states that our audit committee is responsible for reviewing and approving in advance any related party transaction, which is a transaction
between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 in any calendar year
and in which a related person has or will have a direct or indirect interest. Our audit committee has adopted policies and procedures
for review of, and standards for approval of, such a related party transaction. For purposes of these policies and procedures, a related
person is defined as an executive officer, director, or nominee for director, including his or her immediate family members, or a beneficial
owner of greater than 5% our common stock, in each case since the beginning of the most recently completed year. Prior to the creation
of our audit committee, our full Board of Directors reviewed related party transactions, with any directors abstaining from matters in
which the director had an interest.
It is our intention to ensure
that all future transactions between us and our officers, directors, and principal stockholders and their affiliates are approved by the
audit committee of our Board of Directors and are on terms no less favorable to us than those that we could obtain from unaffiliated third
parties.
Director Independence
See section “Director
Independence” set forth in Item 10 above is incorporated into this Item 13 by reference.
COMMUNICATIONS WITH OUR BOARD OF DIRECTORS
Interested parties who wish to communicate with
our Board of Directors or any specified individual director, including our non-employee directors, may send their communications in writing
to the Corporate Secretary at Beam Global, 5660 Eastgate Drive, San Diego, California 92121, Attn: Corporate Secretary. The Corporate
Secretary shall review all incoming communications (except for mass mailings, job inquiries, business solicitations and patently offensive
or otherwise inappropriate material) and, if appropriate, route such communications to the appropriate member(s) of the Board of Directors
or, if none is specified, to the Chair of the Board.
The Corporate Secretary may decide in the exercise
of his or her judgment whether a response to any communication is necessary and shall provide a report to the nominating and governance
committee on a quarterly basis of any communications received for which the Corporate Secretary has either responded or determined no
response is necessary.
This procedure for communications with the non-management
directors is administered by the Company’s nominating and governance committee. This procedure does not apply to (a) communications
to non-employee directors from officers or directors of the Company who are stockholders, or (b) stockholder proposals submitted
pursuant to Rule 14a-8 under the Exchange Act.
AUDIT COMMITTEE REPORT
This Audit Committee Report does not constitute
soliciting material and should not be deemed filed or incorporated by reference into any other filing under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate it by reference therein.
The following is the report of the audit committee
of our Board of Directors. The audit committee has reviewed and discussed our audited financial statements for the fiscal year ended December 31,
2021 with our management. In addition, the audit committee has discussed with RSM US LLP, our independent registered public accountants,
the matters required to be discussed by standards promulgated by the American Institute of Certified Public Accountants (“AICPA”)
and Public Company Accounting Oversight Board (the “PCAOB”), including PCAOB Auditing Standard No. 16 “Communications
with Audit Committees.” The audit committee also has received the written disclosures and the letter from RSM US LLP as required
by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning
independence, and the audit committee has discussed with RSM US LLP the independence of RSM US LLP.
Based on the audit committee’s review of
the matters noted above and its discussions with our independent accountants and our management, the audit committee recommended to the
Board of Directors that the financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31,
2021.
Respectfully submitted by the members of the audit
committee of the Board of Directors:
Anthony Posawatz
Peter Davidson
Nancy Floyd
PROPOSAL ONE: ELECTION OF DIRECTORS
Our Board of Directors has nominated four candidates
for election as director for a term expiring at the next annual meeting of stockholders. All of the nominees are currently members of
our Board. Directors are elected to serve for their respective terms of one year or until their successors have been duly elected or appointed
and qualified. The Board has no reason to believe that any of the nominees named below will be unavailable, or if elected, will decline
to serve.
Pursuant to our Bylaws, the number of directors
is fixed and may be increased or decreased from time to time by resolution of our Board. The Board has fixed the number of directors at
four members. Proxies cannot be voted for a greater number of persons than the number of nominees named. In the event one or more of the
named nominees is unable to serve, the persons designated as proxies may cast votes for other persons as substitute nominees.
Nominees
Our nominating and governance committee of the
Board of Directors recommended, and the Board of Directors approved, Desmond Wheatley, Peter Davidson, Anthony Posawatz and Nancy Floyd
as nominees for re-election to the Board of Directors at the Annual Meeting.
Please see “Directors, Executive Officers
and Corporate Governance” in this Proxy Statement for information concerning the nominees.
Unless otherwise instructed, the proxy holders
will vote the proxies received by them FOR Desmond Wheatley, Peter Davidson, Anthony Posawatz and Nancy Floyd. If a nominee is unable
or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for another nominee designated by the
Board of Directors. We are not aware of any reason that a nominee would be unable or unwilling to serve as a director.
Vote Required
Each director is elected by a plurality of the
voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors
at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of the vote.
The Board of Directors unanimously recommends that stockholders
vote “FOR” the re-election of each of Desmond Wheatley, Peter Davidson, Anthony Posawatz and Nancy Floyd to the Board of Directors.
PROPOSAL TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION
Under the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 (the “Dodd-Frank Act”), our stockholders are entitled to vote to approve, on an advisory, non-binding
basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s rules.
Please read the “Executive Compensation” section of this Proxy Statement for additional details about our executive compensation
program.
We are asking our stockholders to indicate their
support for our named executive officer compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay”
proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote
is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and
the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will ask our stockholders to vote “FOR”
the following resolution at the Meeting:
“RESOLVED, that the Company’s stockholders
approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy statement for
the 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”
We believe that our compensation policies and procedures
are intended to be aligned with the long-term interests of our stockholders. The say-on-pay vote is advisory, and therefore not binding
on the Company, the Compensation Committee or the Board. However, the Board and Compensation Committee value the opinions of our stockholders,
we will consider our stockholders’ concerns, and the Compensation Committee will consider the results of this vote in making determinations
in the future regarding executive compensation arrangements.
Required Vote
Assuming that a quorum is present at the Meeting,
approval of this proposal requires the affirmative vote of holders of a majority of the shares present and entitled to vote thereon either
in person or represented by proxy at the Meeting. Abstentions will not be treated as votes cast in favor of or against the proposal. Broker
non-votes will have no effect on the outcome of this proposal.
The board of directors unanimously recommends that stockholders
vote “for” the approval, on a nonbinding advisory basis, of the compensation of our named executive officers.
PROPOSAL THREE: RATIFICATION OF SELECTION OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS
The Audit Committee has selected
the independent registered public accounting firm of RSM US LLP, or “RSM,” for the purpose of auditing and reporting upon
the financial statements of Beam Global for the year ending December 31, 2022. Neither the firm nor any of its members has any direct
or indirect financial interest in Beam Global.
On April 1, 2021, the Company
dismissed Salberg & Company, P.A. (“Salberg”) as the Company’s independent registered public accounting firm. The
Audit Committee of the Board of Directors of the Company approved the decision to dismiss Salberg. On the same day, the Audit Committee
appointed RSM as the Company’s new independent registered public accounting firm for the purpose of auditing and reporting upon
the financial statements of Beam Global for the year ending December 31, 2021.
While the Audit Committee
is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm, the Audit
Committee and our Board of Directors are requesting, as a matter of policy, that the stockholders ratify the appointment of RSM as our
independent registered public accounting firm. The Audit Committee is not required to take any action as a result of the outcome of the
vote on this proposal. However, if the stockholders do not ratify the selection, the Audit Committee may investigate the reasons for stockholder
rejection and may consider whether to retain RSM or to appoint another independent registered public accounting firm. Furthermore, even
if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered
public accounting firm at any time during the year if the committee determines that such a change would be in the best interests of Beam
Global and our stockholders. A formal statement by representatives of RSM is not planned for the Annual Meeting. However, representatives
of RSM are expected to be present at the Annual Meeting and will be available to respond to appropriate questions by stockholders.
During the two fiscal years
ended December 31, 2021, and the subsequent interim periods through March 31, 2022, there were no: (1) disagreements with Salberg or RSM
on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements
if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter
of the disagreement, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).
The audit reports of RSM and
Salberg on the Company’s financial statements as of and for the years ended December 31, 2021 and 2020, respectively, did not contain
an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
Principal Accounting Fees and Services
The following table sets forth all fees accrued
or paid to RSM for the years ended December 31, 2021 and 2020:
| | |
Year Ended December 31, | |
| | |
2021 | | |
2020 | |
| Audit Fees (1) | |
$ | 204,640 | | |
$ | – | |
| Audit Related Fees | |
| – | | |
| – | |
| Tax Fees | |
| – | | |
| – | |
| All Other Fees | |
| – | | |
| – | |
| | |
$ | 204,640 | | |
$ | – | |
________________
| (1) | | Audit Fees consist of professional services rendered in connection
with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report
on Form 10-K and services that are normally provided by the independent registered public accountants in connection with statutory and
regulatory filings or engagements for those fiscal years. |
The following table sets forth all fees accrued
or paid to Salberg & Company, P.A. for the years ended December 31, 2021 and 2020:
| | |
Year Ended December 31, | |
| | |
2021 | | |
2020 | |
| Audit Fees (1) | |
$ | – | | |
$ | 99,127 | |
| Audit Related Fees | |
| – | | |
| – | |
| Tax Fees | |
| – | | |
| – | |
| All Other Fees | |
| – | | |
| – | |
| | |
$ | – | | |
$ | 99,127 | |
________________
| (1) | | Audit Fees consist of professional services rendered in connection
with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report
on Form 10-K and services that are normally provided by the independent registered public accountants in connection with statutory and
regulatory filings or engagements for those fiscal years. |
Pre-approval Policy. Under our audit committee’s
policy governing our use of the services of our independent registered public accountants, the audit committee is required to pre-approve
all audit and permitted non-audit services performed by our independent registered public accountants in order to ensure that the provision
of such services does not impair the public accountants’ independence. In the years ended December 31, 2021 and 2020, all fees
identified above under the captions “Audit Fees,” and “All Other Fees” that were billed by Salberg & Company,
P.A. and RSM US LLP were approved by the audit committee in accordance with SEC requirements.
In the year ended December 31, 2021, there
were no other professional services provided by Salberg & Company, P.A. or RSM US LLP, other than those listed above, that would have
required our audit committee to consider their compatibility with maintaining the independence of Salberg & Company, P.A and RSM US
LLP.
Vote Required
The affirmative vote of the holders of a majority
of the shares of common stock present in person or represented by proxy and entitled to vote on the proposal is necessary to ratify the
selection of RSM US LLP as our independent registered public accountants for the year ending December 31, 2022. Abstentions and Broker
non-votes will have no effect on the outcome of the vote.
The Board of Directors unanimously recommends
that stockholders vote “FOR” the ratification of the selection of RSM US LLP as Beam Global’s independent registered
public accountants for the year ending December 31, 2022.
ANNUAL REPORTS
The Annual Report on Form 10-K and as amended on
Form 10-K/A for the fiscal year ended December 31, 2021 (our “Annual Report”) (which is not a part of our proxy soliciting
materials), is being mailed with this Proxy Statement to those stockholders that request to receive a copy of the proxy materials in the
mail. Stockholders that received the Notice of Internet Availability of Proxy Materials can access this Proxy Statement and our Annual
Report at www.proxyvote.com, which does not have “cookies” that identify visitors to the site. Requests for copies
of our Annual Report may also be directed to the Corporate Secretary at Beam Global, 5660 Eastgate Drive, San Diego, California 92121,
Attn: Corporate Secretary.
We filed our Annual Report on Form 10-K with the
SEC on March 31, 2022 and filed an amendment on Form 10-K/A with the SEC on May 2, 2022. It is available free of charge at the SEC’s
web site at www.sec.gov. Upon written request by a stockholder, we will mail without charge a copy of our Annual Report, including
the financial statements and financial statement schedules, but excluding exhibits to our Annual Report. Exhibits to our Annual Report
are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit(s). All requests
should be directed to the Corporate Secretary at Beam Global, 5660 Eastgate Drive, San Diego, California 92121, Attn: Corporate Secretary.
OTHER MATTERS
The Board of Directors does not know of any other
matters to be presented at the Annual Meeting. If any additional matters are properly presented or otherwise allowed to be considered
at the Annual Meeting, the persons named in the enclosed proxy will have discretion to vote shares they represent in accordance with their
own judgment on such matters.
It is important that your shares be represented
at the meeting, regardless of the number of shares that you hold. You are, therefore, urged to submit your proxy or voting instructions
at your earliest convenience.
BY ORDER OF THE BOARD OF DIRECTORS
San Diego, California
June 24, 2022
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