UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☒ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to §240.14a-12 | |
Airgain, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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AnnUAL MEETing OF AiRgAin, inC.Date: June 15, 2017Time: 9:00 A.M. (Local Time)Place: Of?ces of Latham and Watkins LLP, 12670 High Bluff, San Diego, CA. 92130Please make your marks like this: Use dark black pencil or pen onlyBoard of Directors Recommends a Vote FOR all the director nominees listed in proposal 1 and FOR proposal 2.1: Election of Class I Directors Recommend DirectorsFor Withhold01 Charles Myers For02 James K. Sims For For Against Abstain2: The as the ratification Company’s of the independent selection registered of KPMG LLP For December public accounting 31, 2017. ?rm for the ?scal year ending Authorized Signatures—This section must be completed for your Instructions to be executed. Please Sign Here Please Date Above Please Sign Here Please Date AbovePlease sign exactly as your name(s) appears on your stock certi?cate. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized of?cer signing the proxy.Please separate carefully at the perforation and return just this portion in the envelope provided.Annual Meeting of Airgain, Inc. to be held on Wednesday, June 15, 2017 for Holders as of April 18, 2017This proxy is being solicited on behalf of the Board of DirectorsVOTE BY: inTERnET TELEPHOnECallGo www. To proxypush.com/AiRg 866-829-5171Cast your • Use any touch-tone telephone. • vote online. OR • Have your Proxy Card/Voting Instruction Form ready.• View Meeting Documents.• Follow the simple recorded instructions.MAiLOR • Mark, sign and date your Proxy Card/Voting Instruction Form.• Detach your Proxy Card/Voting Instruction Form.• Return your Proxy Card/Voting Instruction Form in the postage-paid envelope provided.The undersigned hereby appoints Charles Myers and Leo Johnson, and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Airgain, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED “FOR” THE ELECTION OF THE DIRECTORS IN PROPOSAL 1 AND “FOR” PROPOSAL 2. IF ANY OTHER BUSINESS IS PROPERLY BROUGHT BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF, THIS PROXY CONFERS AUTHORITY TO AND WILL BE VOTED IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PROXIES.All votes must be received by 11:59 P.M., Eastern Time, June 14, 2017.PROXY TABULATOR FOR AiRgAin, inC.P.O. BOX 8016 CARY, nC 27512-9903EVENT # CLIENT #
Please separate carefully at the perforation and return just this portion in the envelope provided.Proxy — Airgain, inc. Annual Meeting of Stockholders June 15, 2017, 9:00 a.m. (Local Time) This Proxy is Solicited on Behalf of the Board of Directors The undersigned appoints Charles Myers and Leo Johnson (the “Named Proxies”) and each of them as proxies for the undersigned, with full power of substitution, to vote all the shares of capital stock of Airgain, Inc., a Delaware corporation (the “Company”), the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held at the of?ces of Latham and Watkins LLP, 12670 High Bluff, San Diego, CA. 92130, on Thursday, June 15, 2017 at 9:00 a.m., local time, and any adjournments thereof.The purpose of the Annual Meeting is to take action on the following:1. To elect two directors to serve as Class I directors for a three-year term to expire at the 2020 annual meeting of stockholders;2. To consider and vote upon the rati?cation of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; and3. To transact such other business as may be properly brought before the meeting or any adjournment or postponement thereof.The two directors up for re-election are: Charles Myers and James K. Sims.The Board of Directors of the Company recommends a vote “FOR” all nominees for director and “FOR” each proposal.This proxy, when properly executed, will be voted in the manner directed herein. if no direction is made, this proxy will be voted “FOR” all nominees for director and “FOR” each proposal. in their discretion, the named Proxies are authorized to vote upon such other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SiDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The named Proxies cannot vote your shares unless you sign and return this card.To attend the meeting and vote your shares in person, please mark this box.