AEye appoints Conor Tierney as permanent CFO; shareholders approve doubling authorized shares to 600M

On May 1, 2023, the Board appointed Mr. Tierney as the Company’s Chief Financial Officer, Treasurer, and principal financial officer, removing the interim designation

Proposal Three – to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 300,000,000 to 600,000,000: For Against Abstain Broker Non-votes 117,762,493 16,690,566 170,232 0 Proposal Three required the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote on the subject matter and was approved by stockholders as set forth in the table above.

Proposal Two – to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: For Against Abstain Broker Non-votes 107,522,593 26,983,836 116,862 0 Proposal Two required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was approved by stockholders as set forth in the table above.

Proposal One – to elect two (2) Class II directors, Luis C. Dussan and Matthew Fisch, each to hold office until the Company’s 2026 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal: Nominee For Withheld Broker Non-votes Luis C. Dussan 102,223,433 3,848,403 28,551,455 Matthew Fisch 105,537,572 534,264 28,551,455 Each nominee received the required affirmative vote of holders of a plurality of the votes cast and, therefore, each of the nominees was elected as a Class II director to hold office until the Company’s 2026 Annual Meeting of Stockholders, and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal.

Proposal Four – to approve an increase in the number of shares of common stock issuable under the Company’s 2021 Equity Incentive Plan by 16,000,000 shares: For Against Abstain Broker Non-votes 83,776,792 22,129,173 165,871 28,551,455 Proposal Four required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was approved by stockholders as set forth in the table above.

Proposal Five – to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law: For Against Abstain Broker Non-votes 100,495,215 5,323,847 252,774 28,551,455 Proposal Five required the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote on the subject matter and was approved by stockholders as set forth in the table above.