Dear Fellow Stockholders,
I am writing to you to ask for your support at our upcoming Annual Meeting. Your participation, via your vote, on each of the proposals set forth in our Proxy Statement, is very important. While each proposal is crucial in allowing us to continue to build on the commercial momentum we have created over the past two years, Proposal Three is the most consequential item to be voted on at our May 12 Annual Meeting and I am asking for your support. Proposal Three asks you to approve an allocation of 6,750,000 shares to be made available for issuance under our 2021 Equity Incentive Plan.
Here is the plain truth: as of March 23, 2026, only 401,785 shares were available for issuance under the Equity Plan. That is simply insufficient to support the team building the commercial momentum we reported as recently as last month: a 33% increase in customer count, a 40% expansion in our commercial pipeline, and the highest Apollo™ unit shipment quarter in our history. Without your approval, the risk of employee retention grows and shifts the cost of retaining and growing our team from equity to cash -- which is directly at odds with the financial discipline underpinning everything we have built and could also shorten our financial future.
By voting FOR Proposal Three, you give us the flexibility needed to hire and retain the talent to continue building our commercial future -- without accelerating our cash burn or undermining our cash runway that currently extends well into 2028.
Approving Proposal Three does not commit the Company to issuing additional shares to our dedicated employees, it simply ensures that equity is available as circumstances warrant and it better aligns the interests of our employees with you, our stockholders. Your participation at our Annual Meeting is essential and I ask that you vote your shares without delay, as every vote, regardless of the number of shares, is important to the future of our Company.
Vote FOR Proposal Three -- it is how you help us build what comes next.
On behalf of the Board of Directors, I sincerely appreciate your continued confidence in AEye. We look forward to receiving your vote and to your participation at our Annual Meeting on May 12.
Sincerely,
Matthew Fisch
Chairman and Chief Executive Officer
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