Board Composition
Director Nomination Process
The Nominating and Corporate Governance Committee is responsible for, among other things, overseeing succession planning for directors and building a qualified board to oversee management’s execution of the Company’s strategy and safeguard the long-term interests of stockholders. In this regard, the committee is charged with developing and recommending Board membership criteria to the Board for approval, evaluating the composition of the Board annually to assess the skills and experience that are currently represented on the Board and the skills and experience that the Board may find valuable in the future, and identifying, evaluating and recommending potential director candidates.
In identifying potential candidates for Board membership, the Nominating and Corporate Governance Committee considers recommendations from directors, stockholders, management and others, including, from time to time, third-party search firms to assist it in locating qualified candidates. Once potential director candidates are identified, the committee, with the assistance of management, undertakes a vetting process that considers each candidate’s background, independence and fit with the Board’s priorities. As part of this vetting process, the committee, as well as other members of the Board and the Chief Executive Officer, may conduct interviews with the candidates. If the committee determines that a potential candidate meets the needs of the Board and has the desired qualifications, it recommends the candidate to the full Board for appointment or nomination and to the stockholders for election at the annual meeting.
Criteria for Board Membership
In assessing potential candidates for Board membership and in assessing Board composition, the Nominating and Corporate Governance Committee considers a wide range of factors and generally seeks to balance the following skills, experiences and backgrounds on the Board:
• Industry Knowledge: Experience within the healthcare industry, particularly in healthcare transportation and mobile healthcare services.
• Financial Expertise: Experience or expertise in finance, accounting, investment analysis, financial reporting processes and capital markets.
• Leadership Experience: Leadership roles at various organizations, including driving strategy execution, organizational growth and managing human capital.
• Diverse Background: Diversity of occupational and personal backgrounds, including diversity with respect to demographics such as gender, race, ethnic and national background, geography, age and sexual orientation.
In addition, the committee generally believes it is important for all Board members to possess the highest personal and professional ethics, integrity and values, an inquisitive and objective perspective, a sense for priorities and balance, the ability and willingness to devote sufficient time and attention to Board matters and a willingness to represent the long-term interests of all our stockholders.
Board Diversity
As discussed above, the Board and the Nominating and Corporate Governance Committee actively seek to achieve a diversity of occupational and personal backgrounds on the Board, including diversity with respect to demographics such as gender, race, ethnic and national background, geography, age and sexual orientation. The Nominating and Corporate Governance Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board. As disclosed in the Company’s proxy last year, the Board delivered on its commitment to appoint at least one additional independent director to the Board, while actively seeking out women and minority candidates. Ms. Leite, who is both gender- and racially-diverse, joined our Board in November 2022.
Board Risk Oversight
We believe that risk management is an important part of establishing and executing on the Company’s business strategy. Our Board, as a whole and at the committee level, focuses its oversight on the most significant risks facing the Company and on its processes to identify, prioritize, assess, manage and mitigate those risks. The committees oversee specific risks within their purview, as follows:
• The Audit and Compliance Committee has overall responsibility for overseeing the Company’s practices with respect to risk assessment and management. Additionally, the committee is responsible for overseeing management of risks related to our financial statements and financial reporting processes, compliance, information technology and cybersecurity.
• The Compensation Committee is responsible for overseeing management of risks related to our compensation policies and programs.
• The Nominating and Corporate Governance Committee is responsible for overseeing management of risks related to director succession planning and corporate governance.
Our Board and its committees receive regular reports from members of the Company’s senior management on areas of material risk to the Company, including strategic, operational, financial, legal and regulatory risks. While our Board has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on the Company.
Other Corporate Governance Practices and Policies
Director Attendance
The Board met 10 times during the year ended December 31, 2022. During 2022, each current member of the Board attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served during the period in which he or she was on the Board or committee.
Directors are expected to attend the Annual Meeting of Stockholders absent unusual circumstances. Six directors then serving on the Board attended the 2022 Annual Meeting of Stockholders.
Communications with the Board
Stockholders and other interested parties may communicate with our Board or a particular director, including the Chairman of the Board, by sending a letter addressed to the Board or a particular director to our Corporate Secretary at the address set forth on the first page of this Proxy Statement. These communications will be compiled and reviewed by our Corporate Secretary, who will determine whether the communication is appropriate for presentation to the Board or the particular director. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications).
Code of Conduct
Our Board has adopted a Code of Business Conduct and Ethics that establishes the standards of ethical conduct applicable to all our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. It addresses, among other matters, compliance with laws and policies, conflicts of interest, corporate opportunities, regulatory reporting, external communications, confidentiality requirements, insider trading, proper use of assets and how to report compliance concerns. A copy of the Code is available on our website located at https://ir.docgo.com/, under “Governance.” We intend to disclose any amendments to the Code, or any waivers of its requirements, on our website, to the extent required by applicable rules.
Anti-Hedging Policy
We have a policy that prohibits our employees, officers, directors, consultants and contractors and their family members and controlled entities (as defined in our insider trading policy) from engaging in (a) short-term trading; (b) short sales; (c) transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities; and (d) all hedging transactions.
EXECUTIVE COMPENSATION
As an emerging growth company, DocGo has opted to comply with the executive compensation rules applicable to “smaller reporting companies,” when detailing the executive compensation of DocGo’s executives, as such term is defined under the Exchange Act. This section discusses the material elements of compensation awarded to, earned by or paid to the principal executive officer of DocGo and the two next most highly compensated executive officers of DocGo. These individuals are referred to as DocGo’s “Named Executive Officers” or “NEOs.” For 2022, our Named Executive Officers are as follows:
|
Named Executive Officer
|
|
Title
|
|
Stan Vashovsky
|
|
Non-Executive Chairman and Former Chief Executive Officer(1)
|
|
Anthony Capone
|
|
Chief Executive Officer(1)
|
|
Lee Bienstock
|
|
President and Chief Operating Officer(2)
|
2022 Summary Compensation Table
The following table summarizes the compensation awarded to, earned by or paid to our NEOs for the fiscal years ended December 31, 2022 and December 31, 2021.
|
Name
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)(1)
|
|
Stock
Awards
($)(2)
|
|
Option
Awards
($)(3)
|
|
All Other
Compensation
($)(4)
|
|
Total
($)
|
|
Stan Vashovsky
|
|
2022
|
|
$
|
571,000
|
|
$
|
1,850,000
|
|
|
—
|
|
|
—
|
|
$
|
27,105
|
|
$
|
2,448,105
|
|
Non-Executive Chairman and Former Chief Executive Officer
|
|
2021
|
|
$
|
350,000
|
|
$
|
2,700,000
|
|
|
—
|
|
$
|
4,198,000
|
|
$
|
33,861
|
|
$
|
7,281,861
|
|
Anthony Capone
|
|
2022
|
|
$
|
425,000
|
|
$
|
975,000
|
|
|
—
|
|
$
|
4,198,000
|
|
$
|
5,040
|
|
$
|
5,603,040
|
|
Chief Executive Officer and Former President
|
|
2021
|
|
$
|
300,000
|
|
$
|
1,300,000
|
|
|
—
|
|
$
|
4,198,000
|
|
$
|
18,211
|
|
$
|
5,816,211
|
|
Lee Bienstock
|
|
2022
|
|
$
|
415,000
|
|
$
|
675,000
|
|
$
|
1,049,999
|
|
$
|
1,718,000
|
|
$
|
22,587
|
|
$
|
3,880,586
|
|
President and Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Table of Contents
Narrative Disclosure to the Summary Compensation Table
Following the consummation of the Business Combination, in consultation with Compensia, DocGo developed an executive compensation program that is designed to align executive compensation with DocGo’s business objectives and the creation of stockholder value, while enabling DocGo to attract, motivate and retain individuals who contribute to the long-term success of DocGo.
Decisions regarding executive compensation reflect our belief that the executive compensation program must be competitive in order to attract and retain our executive officers. The Compensation Committee seeks to implement our compensation policies and philosophies by linking a significant portion of our executive officers’ cash compensation to performance objectives and by providing a portion of their compensation as long-term incentive compensation in the form of equity awards. Compensation for our executive officers has three primary components: base salary, an annual cash incentive bonus and long-term incentive compensation.
Base Salary
We believe that base salary should be fair to the executive officers, competitive within the industry and reasonable in light of our cost structure. Other than establishing Mr. Bienstock’s base salary in connection with his appointment, no base salary changes were made during 2022. The base salaries for each of NEOs as of the end of 2022 is as follows:
|
Name
|
|
Base Salary
|
|
Stan Vashovsky
|
|
$
|
571,000
|
|
Anthony Capone
|
|
$
|
425,000
|
|
Lee Bienstock
|
|
$
|
415,000
|
In early 2023, in connection with their promotions, Mr. Capone’s base salary was increased to $600,000 and Mr. Bienstock’s base salary was increased to $490,000.
Annual Bonuses
DocGo utilizes annual cash incentive bonuses for the executive officers to tie a portion of their compensation to financial and operational objectives achievable within the applicable fiscal year. Annual cash bonuses are administered by the Compensation Committee and, at beginning of each year, the Compensation Committee selects the performance targets, target amounts, target award opportunities and other terms and conditions of annual cash bonuses for the executive officers, subject to the terms of any employment agreement. Following the end of each year, the Compensation Committee determines the extent to which the performance targets were achieved and the amount of the award that is payable to the executive officers.
For 2022, the annual cash incentive performance was based on the Company’s achievement of revenue and adjusted EBITDA goals established at the beginning of 2022. Following the end of 2022, the Compensation Committee reviewed the Company’s performance against the goals and approved bonuses for the NEOs. The table below shows each NEO’s target annual cash incentive bonus and the final 2022 approved bonus for each NEO:
|
Name
|
|
Target Bonus
(% of Base
Salary)
|
|
2022
Annual Bonus
|
|
Stan Vashovsky
|
|
100
|
%
|
|
$
|
1,850,000
|
|
Anthony Capone
|
|
73
|
%
|
|
$
|
975,000
|
|
Lee Bienstock
|
|
50
|
%
|
|
$
|
675,000
|
Long-Term Equity Compensation
DocGo utilizes stock options and RSUs to reward long-term performance of the executive officers. DocGo believes that providing a meaningful portion of the total compensation package in the form of long-term equity awards will align the incentives of its executive officers with the interests of its stockholders and serve to motivate and retain the individual executive officers. Long-term equity awards are granted under the 2021 Plan.
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Table of Contents
In connection with the approval of the terms of his offer letter described below, the Compensation Committee approved the grant of the following equity awards to Mr. Bienstock on February 18, 2022: (i) 100,000 stock options, which vested on March 28, 2023, (ii) 320,122 stock options, which vest in four equal annual installments on each anniversary of March 28, 2022, and (iii) 146,853 RSUs, which vest in four equal annual installments on each anniversary of March 28, 2022.
On December 15, 2022, the Compensation Committee approved the grant of 1,104,737 stock options to Mr. Capone and 89,474 stock options to Mr. Bienstock. These stock options vest in four equal annual installments on each anniversary of the date of grant. Mr. Vashovsky did not receive a grant of stock options in December 2022 in light of his pending resignation as Chief Executive Officer.
Employment Agreements
In connection with DocGo’s executive compensation program, each of Messrs. Vashovsky and Capone entered into employment agreements with DocGo, effective upon consummation of the Business Combination (the “Employment Agreements”). The Employment Agreements provide for an initial annual base salary, annual performance bonus eligibility, participation in DocGo’s benefit plans, eligibility to receive annual equity incentive grants beginning in fiscal year 2022 pursuant to the 2021 Plan and a one-time grant of RSUs pursuant to the 2021 Plan (the “Closing Grant”). In lieu of the Closing Grant, in December 2021, Mr. Vashovsky received a one-time cash bonus of $1,000,000 and Mr. Capone received a one-time cash bonus of $500,000.
The Employment Agreements provide for an initial term commencing on the closing date of the Business Combination and continuing for an initial term of 36 months, which will automatically renew for successive one-year terms thereafter unless either party gives written notice of non-extension to the other party at least 60 days prior to such renewal date. The Employment Agreements contain customary confidentiality, non-competition, customer non-solicitation and non-interference, and employee non-solicitation and non-interference covenants. In the event of certain terminations of employment the Employment Agreements include severance payments and benefits as described in more detail under “Additional Narrative Disclosure — Potential Payments Upon Termination or Change in Control.”
In connection with his appointment as Chief Operating Officer, we entered into an offer letter with Mr. Bienstock (the “Bienstock Offer Letter). The Bienstock Offer Letter provides for an initial annual base salary, annual performance bonus eligibility, participation in DocGo’s benefit plans, eligibility to receive annual equity incentive grants beginning in fiscal year 2022 pursuant to the 2021 Plan and a one-time grant of stock options pursuant to the 2021 Plan, which was granted on February 18, 2022, as described above. In connection with the Bienstock Offer Letter, Mr. Bienstock also entered into our customary employee confidentiality, proprietary information and non-compete agreement.
17
Table of Contents
Outstanding Equity Awards at 2022 Fiscal-Year End Table
The following table sets forth information regarding outstanding equity awards as of December 31, 2022 for each of our NEOs.
|
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#) Unexercisable
|
|
Option Exercise Price
($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(#)
|
|
Market Value of Shares or Units of Stock That Have
Not Vested
($)(1)
|
|
Stan Vashovsky
|
|
254,733
|
|
764,199
|
(2)
|
|
$
|
8.97
|
|
12/7/2031
|
|
|
|
|
|
|
|
Anthony Capone
|
|
254,733
|
|
764,199
|
(2)
|
|
$
|
8.97
|
|
12/7/2031
|
|
|
|
|
|
|
| |
|
—
|
|
1,104,737
|
(3)
|
|
$
|
6.93
|
|
12/15/2032
|
|
|
|
|
|
|
|
Lee Bienstock
|
|
—
|
|
100,000
|
(4)
|
|
$
|
7.15
|
|
2/18/2032
|
|
|
|
|
|
|
| |
|
—
|
|
320,122
|
(5)
|
|
$
|
7.15
|
|
2/18/2032
|
|
|
|
|
|
|
| |
|
—
|
|
89,474
|
(3)
|
|
$
|
6.93
|
|
12/15/2032
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
146,853
|
(6)
|
|
$
|
1,038,251
|
Additional Narrative Disclosure
Employee Benefits
The NEOs are eligible to participate in our employee benefit plans, including medical, dental, vision, life, disability, health and dependent care flexible spending accounts and accidental death and dismemberment benefit plans, in each case on the same basis as all of its other employees. DocGo does not maintain or sponsor any nonqualified deferred compensation plan or defined benefit pension plan. On January 1, 2022, DocGo adopted a tax-qualified defined contribution 401(k) plan which allows for eligible employees, including the NEOs, to defer portions of their eligible compensation up to limits established by the Internal Revenue Code. We did not provide for any matching or other company contributions under the 401(k) plan during 2022.
Potential Payments Upon Termination or Change in Control
Employment Agreements
The Employment Agreements provide for the following severance benefits in connection with an “involuntary termination without cause” or a resignation for “good reason” (each a “Covered Termination” and as defined in the Employment Agreements) which does not occur during the period beginning three months prior to a “change in control” (as defined in the 2021 Plan) and ending 12 months after a change in control: (i) a cash payment equal to 12 months of the executive’s base salary payable in equal instalments over 12 months, (ii) a pro rata portion of the executive’s annual bonus for the fiscal year of termination based on actual achievement of the bonus objectives and the number of days the executive was employed during the fiscal year, (iii) payment or reimbursement for the premium for the executive and the executive’s covered dependents to maintain continued health coverage pursuant to the provisions of
18
Table of Contents
COBRA through the earlier of (A) the 12-month anniversary of the date of the executive’s termination of employment and (B) the date the executive and the executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s) and (iv) accelerated vesting of the unvested portion of the Closing Grant that would have vested assuming that the executive remained employed by the Company through the date that is 12 months following the date of the executive’s termination of employment. In connection with a Covered Termination during the period beginning three (3) months prior to a Change in Control and ending 12 months after a Change in Control, each executive would be entitled to: (i) a lump sum cash payment equal to the sum of (A) the executive’s base salary and (B) the executive’s target bonus, (ii) a pro rata portion of the executive’s annual bonus for the fiscal year of termination based on actual achievement of the bonus objectives and the number of days the executive was employed during the fiscal year, (iii) the amount of any annual bonus earned, but not yet paid, for the fiscal year prior to the executive’s termination, (iv) payment or reimbursement for the premium for the executive and the executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the 12-month anniversary of the date of the executive’s termination of employment and (B) the date the executive and the executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s) and (v) full accelerated vesting of the unvested portion of the Closing Grant.
The Employment Agreements provide for a “best net” after-tax 280G provision where the NEO receives the best after-tax result but is not eligible to receive any tax gross-ups, to the extent any payments made pursuant to the Employment Agreements or otherwise would constitute a “parachute payment” under Internal Revenue Code Section 280G.
Stock Options Under the 2021 Plan
Under the option grant agreements for stock options granted under the 2021 Plan, in the event of an NEO’s termination as a result of death or disability, all unvested stock options will become fully vested and exercisable. In addition, in the event of a termination without cause on or within 24 months following a change in control, all unvested stock options will become fully vested and exercisable.
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Table of Contents
EQUITY COMPENSATION PLAN INFORMATION
The following table contains information about our equity compensation plans as of December 31, 2022.
|
Plan Category
|
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(a)
|
|
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(b)
|
|
Number of
Securities Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities Reflected
in Column (a))
(c)
|
|
Equity compensation plans approved by security holders
|
|
9,556,327
|
(1)
|
|
$
|
7.83
|
(2)
|
|
10,035,621
|
(3)
|
|
Equity compensation plans not approved by security holders
|
|
2,014,981
|
(4)
|
|
$
|
3.75
|
|
|
—
|
(5)
|
|
Total
|
|
11,571,308
|
|
|
|
|
|
|
10,035,621
|
|
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Table of Contents
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Principal Accountant Fees and Services
Urish Popeck & Co. LLC (“Urish”) has served as our independent auditor since November 2021 and has served as auditor of Ambulnz since April 2021. WithumSmith+Brown, PC (“Withum”) served as Motion’s independent auditor prior to the Business Combination and, as disclosed in greater detail below, was dismissed as DocGo’s independent auditor in connection with the Business Combination. The following table summarizes the audit fees billed and expected to be billed by Urish and Withum for the indicated fiscal years and the fees billed by Urish and Withum for all other services rendered during the indicated fiscal years.
|
Fee Category
|
|
Year Ended
December 31,
|
|
2022
|
|
2021
|
|
Audit Fees(1)
|
|
$
|
706,118
|
|
$
|
413,868
|
|
Audit-Related Fees(2)
|
|
|
122,306
|
|
|
14,500
|
|
Tax Fees(3)
|
|
|
273,739
|
|
|
86,000
|
|
All Other Fees(4)
|
|
|
—
|
|
|
—
|
|
Total Fees
|
|
$
|
1,102,163
|
|
$
|
514,368
|
Pre-Approval Policies and Procedures
Our Audit and Compliance Committee has adopted procedures requiring the pre-approval of all audit and non-audit services performed by our independent auditor in order to assure that these services do not impair the auditor’s independence. These procedures generally approve the performance of specific services subject to a cost limit for all such services. This general approval is reviewed, and if necessary modified, at least annually. The committee does not delegate its responsibility to approve services performed by our auditor to any member of management. The committee has delegated authority to the committee chair to pre-approve any audit and non-audit services to be provided to us by our auditor, provided that the fees for such services do not exceed $250,000. Any approval of services by the committee chair pursuant to this delegated authority must be reported to the committee at its next regularly scheduled meeting. All of the services and fees identified in the table above were approved pursuant to the pre-approval policy described in this paragraph.
Recent Changes in Independent Registered Public Accounting Firm
Dismissal of Withum
As previously reported on the Current Report on Form 8-K filed with the SEC on November 12, 2021, following our Business Combination, the Audit and Compliance Committee on November 10, 2021 dismissed Withum as the Company’s independent auditor, effective as of that date. Withum’s audit report on Motion’s financial statements for the fiscal year ending December 31, 2020, its year of formation and sole reporting fiscal year, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope or accounting principles, except that such audit report emphasized the restatement of Motion’s financial statements due to its change in accounting for warrants. During the period from August 11, 2020 (Motion’s inception) through December 31, 2020, and the subsequent interim period through November 5, 2021, there were no disagreements between Motion and Withum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the
21
Table of Contents
subject matter of the disagreements in its reports on Motion’s financial statements for such year. During the period from August 11, 2020 (Motion’s inception) through December 31, 2020, and the subsequent interim period through November 5, 2021, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act), except for a material weakness in Motion’s pre-Business Combination internal control over financial reporting related to the accounting for warrants issued by Motion. Representatives of Withum are not expected to be present at the Annual Meeting.
Appointment of Urish
The Audit and Compliance Committee, on and effective as of November 10, 2021, appointed Urish as DocGo’s independent auditor for the year ended December 31, 2021. During the fiscal year ending December 31, 2020, and the subsequent interim period through November 10, 2021, neither DocGo, nor any party on behalf of DocGo, consulted with Urish with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to DocGo’s consolidated financial statements, and no written report or oral advice was provided to DocGo by Urish that was an important factor considered by Urish in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
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Table of Contents
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Related Person Transaction Policy
On November 5, 2021, our Board adopted a written policy regarding the review and approval or disapproval by our Audit and Compliance Committee of transactions between us, or any of our subsidiaries, and any related person (defined to include our executive officers, directors or director nominees, any stockholder beneficially owning in excess of 5% of our common stock or securities exchangeable for our common stock, and any immediate family member of any of the foregoing persons) (the “Related Person Transaction Policy”). In reviewing related person transactions, our Audit and Compliance Committee considers all relevant facts and circumstances, including the extent of the related person’s direct or indirect interest in the transaction. Any member of the Audit and Compliance Committee who is a related person with respect to a transaction under review will not be permitted to participate in the deliberations or to vote on the transaction.
Certain related person transactions described below were consummated prior to our adoption of the formal, written policy described above, and, accordingly, the foregoing policies and procedures were not followed with respect to these transactions. However, we believe that the terms obtained and consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or amounts that would be paid or received, as applicable, in arm’s-length transactions at such time. Further, our Audit and Compliance Committee has subsequently ratified these engagements. Any related person transactions entered into on or after November 5, 2021 have been pre-approved in accordance with our Related Person Transactions Policy.
Related Person Transactions — DocGo
Legal Services
Ambulnz has historically engaged the law practice of Ely D. Tendler Strategic and Legal Services, PLLC (“EDTSLS”) for outside general counsel services. Ely D. Tendler, principal of EDTSLS, is General Counsel and Secretary of the Company and a member of the Board. Pursuant to the Company’s arrangement with EDTSLS, Ambulnz was charged an hourly rate, ranging from $450 to $500 per hour, for the legal services rendered. On November 10, 2021, the Audit and Compliance Committee ratified this engagement pursuant to the Related Person Transaction Policy. For the years ended December 31, 2021 and 2022, the gross fees paid to EDTSLS were approximately $702,083 and $960,081, respectively. Mr. Tendler did not receive additional salary or other employment benefits for his role as General Counsel to the Company.
Medical Direction and Supervision Services
Since April 2020, affiliates of Dr. Mark Merlin, former Chief Medical Officer of Ambulnz Holdings, LLC from February 2019 to November 2022, and former employee of the Company, have provided Ambulnz Holdings, LLC and its subsidiaries with medical direction and supervision services. On November 10, 2021, the Audit and Compliance Committee ratified this engagement pursuant to the Related Person Transaction Policy. For the years ended December 31, 2021 and 2022, the gross fees paid by us for these services were approximately $1,746,736 and $3,018,119, respectively.
Employment of Related Persons
Paul Capone, the brother of Mr. Capone, our CEO, is employed by DocGo as an IT Project Manager. For the years ended December 31, 2021 and 2022, he earned approximately $163,257 and $128,750, respectively, in total compensation.
Chris Cummings, the step-father of Mr. Capone, our CEO, is employed by DocGo as a General Manager. For the years ended December 31, 2021 and 2022, he earned approximately $172,281 and $162,458, respectively, in total compensation.
The compensation for Paul Capone and Chris Cummings is commensurate with their peers’ compensation and established in accordance with the Company’s compensation practices applicable to employees with equivalent qualifications, experience and responsibilities. Paul Capone and Chris Cummings participate in employee benefit plans and programs generally made available to employees of similar responsibility levels.
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Related Person Transactions — Motion
Founder Shares
On August 12, 2020, Mr. Burdiek, a current member of our Board and Motion’s then-serving Chief Executive Officer and director, paid certain offering costs, totaling an aggregate of $25,000, in exchange for the issuance of 3,737,500 shares of Motion’s Class B common stock, par value $0.0001 per share (the “Founder Shares” and “Motion Class B Common Stock”), to Motion Acquisition LLC, a Delaware limited liability company (the “Sponsor”). On October 14, 2020, the Sponsor effected a surrender of 431,250 Founder Shares to Motion for no consideration, resulting in a decrease, from 3,737,500 to 3,306,250, in the total number of Motion Class B Common Stock outstanding. Further, on November 16, 2020, the underwriter of Motion’s October 2020 initial public offering (the “IPO”) advised Motion that it would not exercise its over-allotment option; and, consequently, the Sponsor forfeited an additional 431,250 Founder Shares, resulting in a decrease in Motion Class B Common Stock outstanding, from 3,306,250 to 2,875,000. After the IPO, Motion Class B Common Stock represented 20.0% of the total issued and outstanding shares of Motion Class B Common Stock and Motion Class A common stock on an aggregate basis.
On August 24, 2021, the Sponsor elected to convert all 2,875,000 Founder Shares into an aggregate of 2,875,000 shares of Motion’s Class A common stock, on a one-to-one basis pursuant to the terms of the Motion Class B Common Stock. In connection with the Closing, Motion filed its Second Amended and Restated Certificate of Incorporation, pursuant to which all shares of Motion’s Class A common stock were redesignated as shares of common stock of DocGo, par value $0.0001 per share (the “DocGo common stock”).
Concurrent with Motion’s IPO, the Sponsor and Motion’s directors and officers entered into a letter agreement with Motion and Barclays Capital Inc., whereby the Sponsor and Motion’s directors and officers agreed, subject to limited exceptions, not to transfer, assign or sell any of the shares of Motion Class B Common Stock (which was converted on a one-for-one basis into Motion Class A common stock prior to the Closing) until the earlier of: (a) November 5, 2022 (one year after the Closing Date) and (b) subsequent to the Closing (x) the date on which the last reported sale price of DocGo common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading-day period commencing at least 150 days after the Closing or (y) the date on which DocGo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of DocGo’s stockholders having the right to exchange their shares of DocGo common stock for cash, securities or other property.
Private Warrants
Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 2,533,333 warrants to purchase shares of Motion Class A common stock (the “Private Warrants”) at a price of $1.50 per Private Warrant, for an aggregate of $3.8 million. In connection with the Closing, and pursuant to the terms of the Warrant Agreement (the “Warrant Agreement”), dated October 14, 2020, by and between Motion and Continental Stock Transfer & Trust Company, each Private Warrant was exercisable for one share of DocGo common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Warrants was added to the proceeds from the IPO, and both were held in a trust account that became available following the Closing. The Private Warrants were non-redeemable for cash (subject to certain exceptions) and exercisable on a cashless basis so long as they were held by the Sponsor or its permitted transferees. On September 16, 2022, the Company redeemed all outstanding Private Warrants.
On August 15, 2022, the Company announced the redemption of all of its outstanding warrants under the Warrant Agreement, dated as of October 14, 2020, by and between Motion and Continental Stock Transfer & Trust Company, as warrant agent, on the redemption date of September 16, 2022 (the “Redemption Date”). Immediately prior to the Redemption Date, pursuant to the Warrant Agreement, each of Travers Holdings LLC (“Travers Holdings”), an entity controlled by DocGo director, James M. Travers and his wife, and Michael Burdiek, a DocGo director, exercised their 443,432 Private Warrants and 434,437 Private Warrants, respectively, and acquired DocGo common stock on a cashless basis at a conversion ratio of 0.2233 shares of DocGo common stock per Private Warrant. The aggregate number of warrants surrendered for exercise on a cashless basis, including Private Warrants, resulted in the issuance of 1,406,371 shares of DocGo common stock and a total of 68,514 warrants were not surrendered on the Redemption Date and were redeemed for $0.10 per warrant.
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Amended and Restated Sponsor Agreement and Sponsor Escrow Agreement
On November 4, 2021, Motion, the Sponsor and Ambulnz entered into an Amended and Restated Sponsor Agreement (the “A&R Sponsor Agreement”), whereby the Sponsor agreed, among other things, to forfeit and defer certain of its shares of Motion’s Class A common stock. Pursuant to the A&R Sponsor Agreement, at Closing, the Sponsor forfeited 301,787 shares of DocGo common stock and deferred 162,965 shares of DocGo common stock (the “Additional Earnout Shares”), to be held pursuant to the terms of the Sponsor Escrow Agreement (as defined below).
On November 5, 2021, Sponsor, Motion and Continental Stock Transfer & Trust Company, as escrow agent, entered into a Sponsor Escrow Agreement (the “Sponsor Escrow Agreement”), whereby, immediately following the Closing, the Sponsor deposited (i) 575,000 shares of DocGo common stock (the “Sponsor Earnout Shares”) and (ii) 162,965 shares of the Additional Earnout Shares into escrow. The Sponsor Escrow Agreement provides that such Sponsor Earnout Shares will either be released to the Sponsor or terminated and canceled by DocGo if certain stock price conditions are met or not, as follows: (i) with respect to 287,500 Sponsor Earnout Shares, the closing stock price equals or exceeds $12.50 per share on any twenty (20) trading days in a 30-trading-day period at any time until the third anniversary of the Closing Date, and (ii) with respect to 287,500 Sponsor Earnout Shares, the closing stock price equals or exceeds $15.00 per share on any twenty (20) trading days in a 30-trading-day period at any time until the fifth anniversary of the Closing Date. Additional Earnout Shares will be released to the Sponsor or terminated and cancelled by DocGo if certain price conditions are met or not, as follows: (i) 25% of the Additional Earnout Shares if the closing price of DocGo common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the Closing Date and by the first anniversary of the Closing Date; (ii) an additional 25% of the Additional Earnout Shares if the closing price of DocGo common stock equals or exceeds $15.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the Closing Date and by the third anniversary of the Closing Date; (iii) an additional 25% of the Additional Earnout Shares if the closing price of DocGo common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the Closing Date and by the third anniversary of the Closing Date; and (iv) the remaining 25% of the Additional Earnout Shares if the closing price of DocGo common stock equals or exceeds $21.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the Closing Date and by the fifth anniversary of the Closing Date.
On July 27, 2022, Sponsor made a pro rata distribution of all of its shares of DocGo common stock and Private Warrants to its members and interest holders. As part of this distribution, (i) Travers Holdings, a member and interest holder of the Sponsor, received 424,140 shares of DocGo common stock and 443,432 Private Placement Warrants and (ii) Michael Burdiek, a member and interest holder of Sponsor, received 415,537 shares of DocGo common stock and 434,437 Private Warrants. In connection with such distribution, each of Travers Holdings, Mr. Burdiek, and certain of the other interest holders and members of Sponsor entered into joinders to the Sponsor Escrow Agreement and A&R Sponsor Agreement, whereby, among other things, the recipients of the Sponsor Earnout Shares and the Additional Earnout Shares agreed to the forfeiture provisions with respect to such shares as set forth above. At the time of the execution of the joinders, Travers Holdings held 100,648 Sponsor Earnout Shares and 28,524 Additional Earnout Shares and Mr. Burdiek held 98,606 Sponsor Earnout Shares and 27,946 Additional Earnout Shares.
On November 5, 2022, the first anniversary of the Closing Date, pursuant to the terms of the Stock Escrow Agreement, parties to the Stock Escrow Agreement forfeited 40,199 Additional Earnout Shares for no consideration, inclusive of the 7,131 and 6,986 Additional Earnout Shares held by Travers Holdings and Mr. Burdiek, respectively.
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Amended and Restated Registration Rights Agreement
Immediately prior to the Closing, Sponsor, Motion and certain Ambulnz equityholders entered into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, Motion agreed to register shares of DocGo common stock and Private Warrants for resale under the Securities Act of 1933, as amended, after the lapse or expiration of any transfer restrictions, lock-up or escrow provisions which may apply to the registrable securities held by Sponsor and those certain Ambulnz equityholders (including those shares of DocGo common stock issuable upon exercise of those certain options of Ambulnz which were converted at the Closing into options of DocGo to acquire shares of DocGo common stock). Other stockholders of DocGo may have piggyback registration rights, and may also participate in any such registration, subject to customary cutbacks in an underwritten offering. Certain shares and warrants held by the Sponsor and certain Ambulnz equityholders have been registered pursuant to a registration statement filed with the SEC.
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CERTAIN INFORMATION ABOUT OUR COMMON STOCK
Security Ownership of Certain Beneficial Owners and Management
Unless otherwise provided below, the following table presents information regarding beneficial ownership of our common stock as of April 1, 2023 by:
• each stockholder or group of stockholders known by us to be the beneficial owner of more than 5% of our outstanding common stock;
• each of our directors and nominees;
• each of our NEOs; and
• all of our current directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the SEC, and thus represents voting or investment power with respect to our securities. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days after the date of this table. To our knowledge and subject to applicable community property rules, and except as otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned.
The percentage ownership information shown in the column titled “Percentage of Shares Beneficially Owned” in the table below is based on 102,932,174 shares of our common stock outstanding as of the date of this table. Unless otherwise indicated, the address of each individual listed in this table is the Company’s address set forth on the first page of this Proxy Statement.
|
Name and Address of Beneficial Owner
|
|
Number of
Shares
Beneficially
Owned
|
|
Percentage of
Shares
Beneficially
Owned
|
|
Greater than 5% Holders
|
|
|
|
|
|
|
Entities affiliated with BlackRock, Inc.(1)
|
|
5,670,275
|
|
5.51
|
%
|
|
Entities affiliated with Hood River Capital Management LLC(2)
|
|
5,573,207
|
|
5.41
|
%
|
|
Named Executive Officers and Directors
|
|
|
|
|
|
|
Stan Vashovsky(3)
|
|
10,593,074
|
|
10.27
|
%
|
|
Michael Burdiek(4)
|
|
531,963
|
|
*
|
|
|
Steven Katz(5)
|
|
26,402
|
|
*
|
|
|
Vina Leite
|
|
—
|
|
—
|
|
|
Ira Smedra(6)
|
|
26,402
|
|
*
|
|
|
Ely D. Tendler(7)
|
|
59,304
|
|
*
|
|
|
James M. Travers(8)
|
|
542,430
|
|
*
|
|
|
Anthony Capone(9)
|
|
679,136
|
|
*
|
|
|
Lee Bienstock(10)
|
|
250,911
|
|
*
|
|
|
All current directors and executive officers as a group (12 persons)(11)
|
|
14,327,834
|
|
13.78
|
%
|
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Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, officers and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. To our knowledge, based solely on our review of Forms 3, 4 and 5 filed with the SEC or written representations that no Form 5 was required, during the year ended December 31, 2022 we believe that our directors, officers and persons who beneficially own more than 10% of a registered class of our equity securities timely filed all reports required under Section 16(a) of the Exchange Act, except that, due to administrative errors: (i) with respect to Mr. Bienstock, one Form 3 and one Form 4 to report three transactions was filed late, (ii) with respect to Mr. Sugrue, one Form 4 to report one transaction was filed late, (iii) with respect to Mr. Burdiek, one Form 4 to report two transactions was filed late and (iv) with respect to Mr. Travers, two Forms 4 to report three transactions was filed late.
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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING
1. What Is the Purpose of These Proxy Materials?
We are making these Proxy Materials available to you in connection with the solicitation of proxies by our Board for use at the Annual Meeting to be held virtually on June 20, 2023 at 9:00 a.m. Eastern Time, or at any other time following adjournment or postponement thereof. You are invited to participate in the Annual Meeting and to vote on the proposals described in this Proxy Statement. The Proxy Materials are first being made available to our stockholders on or about April 26, 2023.
2. Why Did I Receive a Notice of Internet Availability?
Pursuant to SEC rules, we are furnishing the Proxy Materials to our stockholders primarily via the Internet instead of mailing printed copies. This process allows us to expedite our stockholders’ receipt of Proxy Materials, lower the costs of printing and mailing the Proxy Materials and reduce the environmental impact of our Annual Meeting. If you received a Notice, you will not receive a printed copy of the Proxy Materials unless you request one. The Notice provides instructions on how to access the Proxy Materials for the Annual Meeting via the Internet, how to request a printed set of Proxy Materials and how to vote your shares.
3. Why Are We Holding a Virtual Annual Meeting?
We have adopted a virtual meeting format for the Annual Meeting to provide a consistent experience to all stockholders regardless of geographic location. We believe this expands stockholder access, improves communications and lowers our costs while reducing the environmental impact of the meeting. In structuring our virtual Annual Meeting, our goal is to enhance rather than constrain stockholder participation in the meeting, and we have designed the meeting to provide stockholders with the same rights and opportunities to participate as they would have at an in-person meeting. Stockholders of record will be able to submit questions online during the meeting. Questions must comply with the meeting rules of conduct; the rules of conduct will be posted on the virtual meeting website.
4. Who Can Vote?
Only stockholders of record at the close of business on April 21, 2023, the Record Date, are entitled to notice of the Annual Meeting and to vote on the proposals described in this Proxy Statement. At the close of business on the Record Date, 103,094,884 shares of our common stock were issued and outstanding.
5. What Is the Difference between Holding Shares as a Registered Stockholder and as a Beneficial Owner?
Registered Stockholder: Shares Registered in Your Name
If your shares of common stock are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered to be, with respect to those shares of common stock, the registered stockholder, and the Notice and/or these Proxy Materials are being sent directly to you by us.
Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary or Custodian
If your shares of common stock are held by a broker, fiduciary, custodian or another nominee, you are considered the beneficial owner of shares of common stock held in “street name,” and the Notice and/or these Proxy Materials are being forwarded to you from that broker, fiduciary, custodian or another nominee.
6. How Can I Participate in the Virtual Annual Meeting?
Stockholders of record as of the close of business on the Record Date are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote, ask questions and view the list of registered stockholders as of the Record Date during the meeting, stockholders of record should go to the meeting website at www.virtualshareholdermeeting.com/DCGO2023, enter the 16-digit control number found on your proxy card or Notice, and follow the instructions on the website. If your shares are held in street name and your voting instruction form or Notice indicates that you may vote those shares through www.proxyvote.com, then you may access, participate in and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Notice.
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Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting.
We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the Annual Meeting rules of conduct. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.
The meeting webcast will begin promptly at 9:00 a.m. Eastern Time. Online check-in will begin approximately 15 minutes before then, and we encourage you to allow ample time for check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, please call the number listed on the meeting website for technical support. Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our meeting rules of conduct, which stockholders can view during the meeting at the Annual Meeting’s website.
7. What Am I Voting on?
The proposals to be voted on at the Annual Meeting are as follows:
(1) Election of two Class II director nominees named in the Proxy Statement to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified (“Proposal 1”); and
(2) Ratification of the appointment of Urish Popeck & Co., LLC as the Company’s independent auditor for 2023 (“Proposal 2”).
8. How Does the Board Recommend That I Vote?
The Board recommends that you vote your shares “FOR ALL” director nominees named in Proposal 1 and “FOR” the ratification of the appointment of Urish Popeck & Co., LLC as our independent auditor in Proposal 2.
9. How Many Votes Do I Have?
Each share of common stock is entitled to one vote on each proposal to be voted on at the Annual Meeting.
10. What Does It Mean If I Receive More Than One Set of Proxy Materials?
If you receive more than one set of Proxy Materials, your shares may be registered in more than one name or held in different accounts. Please cast your vote with respect to each set of Proxy Materials that you receive to ensure that all of your shares are voted.
11. How Do I Vote?
Even if you plan to attend the Annual Meeting, we recommend that you also submit your vote as early as possible in advance so that your vote will be counted if you later decide not to, or are unable to, virtually attend the Annual Meeting.
Registered Stockholder: Shares Registered in Your Name
If you are the registered stockholder, you may vote your shares online during the virtual Annual Meeting (see “How Can I Participate in the Virtual Annual Meeting?” above) or by proxy in advance of the Annual Meeting by Internet (at www.proxyvote.com), by telephone (at 1-800-690-6903) in accordance with instructions on your proxy card or, if you requested paper copies of the Proxy Materials, by completing and mailing a proxy card.
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Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary, Custodian or Another Nominee
If you are the beneficial owner, you may vote your shares online during the virtual Annual Meeting (see “How Can I Participate in the Virtual Annual Meeting?” above) or you may direct your broker, fiduciary, custodian or another nominee how to vote in advance of the Annual Meeting by following the instructions they provide.
12. What Happens If I Do Not Vote?
Registered Stockholder: Shares Registered in Your Name
If you are the registered stockholder and do not vote in one of the ways described above, your shares will not be voted at the Annual Meeting and will not be counted toward the quorum requirement.
Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary or Custodian
If you are the beneficial owner and do not direct your broker, fiduciary, custodian or another nominee how to vote your shares, your broker, fiduciary or custodian will only be able to vote your shares with respect to proposals considered to be “routine.” Your broker, fiduciary, custodian or another nominee is not entitled to vote your shares with respect to “non-routine” proposals. In the latter case, we will have what we refer to as a “broker non-vote.” Whether a proposal is considered routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. As a result, we urge you to direct your broker, fiduciary, custodian or another nominee how to vote your shares to ensure that your vote is counted. At this time, we expect that brokers or other nominees will be able to exercise discretion only with respect to Proposal 2.
13. What If I Sign and Return a Proxy Card or Otherwise Vote but Do Not Indicate Specific Choices?
Registered Stockholder: Shares Registered in Your Name
The shares represented by each signed and returned proxy will be voted at the Annual Meeting by the persons named as proxies in the proxy card in accordance with the instructions indicated on the proxy card. However, if you are the registered stockholder and sign and return your proxy card without giving specific instructions, the persons named as proxies in the proxy card will vote your shares in accordance with the recommendations of the Board.
Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary or Custodian
If you are the beneficial owner and sign and return your voting instruction form without giving specific instructions, your broker, fiduciary, custodian or another nominee will only be able (but is not going to be required) to vote your shares with respect to proposals considered to be “routine.” As mentioned above, your broker, fiduciary, custodian or another nominee is not entitled to vote your shares with respect to “non-routine” proposals, resulting in broker non-votes with respect to such proposals.
14. Can I Change My Vote after I Submit My Proxy?
Registered Stockholder: Shares Registered in Your Name
If you are the registered stockholder, you may revoke your proxy at any time before the final vote at the Annual Meeting in any one of the following ways:
(1) You may complete and submit a new proxy card, but it must bear a later date than the original proxy card;
(2) You may submit new proxy instructions via telephone or the Internet;
(3) You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at the address set forth on the first page of this Proxy Statement; or
(4) You may vote by attending the Annual Meeting virtually. However, your virtual attendance at the Annual Meeting will not, by itself, revoke your proxy.
Your last submitted vote is the one that will be counted.
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Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary or Custodian
If you are the beneficial owner, you must follow the instructions you receive from your broker, fiduciary, custodian or another nominee with respect to changing your vote.
15. What Is the Quorum Requirement?
The holders of a majority of the shares of common stock outstanding and entitled to vote at the Annual Meeting must be present at the Annual Meeting, either virtually or represented by proxy, to constitute a quorum. A quorum is required to transact business at the Annual Meeting.
Your shares will be counted toward the quorum only if you submit a valid proxy (or a valid proxy is submitted on your behalf by your broker, fiduciary, custodian or another nominee) or if you attend the Annual Meeting virtually and vote. Abstentions and broker non-votes, if any, will be counted toward the quorum requirement. If there is no quorum, the chairman of the Annual Meeting or the holders of a majority of shares of common stock virtually present at the Annual Meeting, either personally or by proxy, may adjourn the Annual Meeting to another time or date.
16. How Many Votes Are Required to Approve Each Proposal and How Are Votes Counted?
Votes will be counted by Broadridge Financial Solutions, the Inspector of Elections appointed for the Annual Meeting.
Proposal 1: Election of Directors
A nominee will be elected as a director at the Annual Meeting if the nominee receives a plurality of the votes cast “FOR” his or her election. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Broker non-votes, if any, and votes that are withheld will not be counted as votes cast on the proposal and will have no effect on the outcome of the election. Stockholders do not have cumulative voting rights for the election of directors.
Proposal 2: Ratification of Independent Auditor Appointment
The affirmative vote of at least a majority of the voting power of the stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required for the ratification of the appointment of Urish Popeck & Co., LLC as our independent auditor. Abstentions will have the same effect as a vote “AGAINST” the proposal. We do not expect there to be any broker non-votes with respect to this proposal; otherwise, they would have no impact on the outcome of this proposal.
17. What If Another Matter Is Properly Brought before the Annual Meeting?
As of the date of filing this Proxy Statement, the Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named as proxies in the proxy card to vote on such matters in accordance with their best judgment.
18. Who Is Paying for This Proxy Solicitation?
We will pay the costs associated with the solicitation of proxies, including the preparation, assembly, printing and mailing of the Proxy Materials. We may also reimburse brokers, fiduciaries or custodians for the cost of forwarding Proxy Materials to beneficial owners of shares of common stock held in “street name.” Proxies may be solicited on our behalf by our directors, officers and other selected Company employees telephonically, electronically or by other means of communication, and by Morrow Sodali LLC, 333 Ludlow Street, Fifth Floor, South Tower, Stamford, Connecticut 06902 whom we have hired to assist in the solicitation of proxies. Morrow Sodali LLC will receive a fee of $7,500, plus reasonable out-of-pocket costs and expenses, for its services. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting materials to beneficial owners and will be reimbursed for their reasonable out-of-pocket expenses incurred in sending the materials to beneficial owners.
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Our employees, officers and directors may solicit proxies in person or via telephone or the Internet. We will not pay additional compensation for any of these services.
19. How Can I View the List of Stockholders?
To view the list of stockholders as of the Record Date during the Annual Meeting, stockholders of record should go to the Annual Meeting website at www.virtualshareholdermeeting.com/DCGO2023, enter the 16-digit control number found on your proxy card or Notice, and follow the instructions on the website.
If your shares are held in street name and your Notice or voting instruction form indicates that you may vote those shares through the www.proxyvote.com website, then you may view the list of stockholders of record with the 16-digit access code indicated on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to view the list of stockholders of record during the Annual Meeting.
In addition, during the ten days prior to the Annual Meeting, a list of stockholders of record will be available at our principal executive offices located at 35 West 35th Street, Floor 6, New York, New York 10001.
20. How Can I Find out the Voting Results?
We expect to announce preliminary voting results at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.
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OTHER MATTERS
Stockholder Proposals and Director Nominations for Next Year’s Annual Meeting
Pursuant to Rule 14a-8 of the Exchange Act, stockholders who wish to submit proposals for inclusion in the proxy statement for the 2024 Annual Meeting of Stockholders must send such proposals to our Corporate Secretary at the address set forth on the first page of this Proxy Statement. Such proposals must be received by us as of the close of business (6:00 p.m. Eastern Time) on December 28, 2023 and must comply with Rule 14a-8 of the Exchange Act. Such proposals may or may not be included in the proxy statement.
As set forth in our Bylaws, if a stockholder intends to make a nomination for director election or present a proposal for other business (other than pursuant to Rule 14a-8 of the Exchange Act) at the 2024 Annual Meeting of Stockholders, the stockholder’s notice must be received by our Corporate Secretary at the address set forth on the first page of this Proxy Statement no earlier than the 120th day and no later than the 90th day before the anniversary of the last annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, the stockholder’s notice must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the first public announcement of the date of such annual meeting by the Company. Therefore, unless the 2024 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after the anniversary of the Annual Meeting, notice of proposed nominations or proposals (other than pursuant to Rule 14a-8 of the Exchange Act) must be received by our Corporate Secretary no earlier than February 21, 2024 and no later than the close of business (6:00 p.m. Eastern Time) on March 22, 2024. Any such director nomination or stockholder proposal must be a proper matter for stockholder action and must comply with the terms and conditions set forth in our Bylaws. If a stockholder fails to meet these deadlines and fails to satisfy the requirements of Rule 14a-4 of the Exchange Act, we may exercise discretionary voting authority under proxies we solicit to vote on any such proposal as we determine appropriate. In addition to satisfying the deadlines in the advance notice provisions of our Bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions for the 2024 Annual Meeting must provide the notice required under Rule 14a-19 of the Exchange Act to our Corporate Secretary in writing not later than the close of business (6:00 p.m. Eastern Time) on April 22, 2024.
Delivery of Documents to Stockholders Sharing an Address
A number of brokerage firms have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain stockholders who have the same address and do not participate in electronic delivery of Proxy Materials will receive only one copy of the Proxy Materials, including this Proxy Statement, the Notice and our Annual Report for the year ended December 31, 2022, until such time as one or more of these stockholders notifies us that they wish to receive individual copies. This procedure helps to reduce duplicate mailings and save printing costs and postage fees, as well as natural resources. If you received a “householding” mailing this year and would like to have additional copies of the Proxy Materials mailed to you, please send a written request to our Corporate Secretary at the address set forth on the first page of this Proxy Statement, or call (844) 443-6246, and we will promptly deliver the Proxy Materials to you. Please contact your broker if you received multiple copies of the Proxy Materials and would prefer to receive a single copy in the future, or if you would like to opt out of “householding” for future mailings.
Availability of Additional Information
We will provide, free of charge, a copy of our Annual Report for the year ended December 31, 2022, including exhibits, on the written or oral request of any stockholder of the Company. Please send a written request to our Corporate Secretary at the address set forth on the first page of this Proxy Statement or call the number above.
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DOCGO INC. 35 WEST 35TH STREET, FLOOR 6 NEW YORK, NY 10001 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on June 19, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/DCGO2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on June 19, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V01130-P87853 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY DOCGO INC. The Board of Directors recommends you vote FOR the following nominees: For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 1. Election of Directors Class II Nominees: 01) Vina Leite 02) James M. Travers The Board of Directors recommends you vote FOR the following proposal: 2. Ratification of the appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2023. For Against Abstain NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V01131-P87853 DOCGO INC. Annual Meeting of Stockholders June 20, 2023 9:00 AM EDT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Anthony Capone, Andre Oberholzer and Norman Rosenberg, or any of them, as proxies and attorneys-in-fact, each with the power to act alone and with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote as designated on the reverse side of this form, all of the shares of common stock of DOCGO INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 AM EDT on June 20, 2023, live via the Internet at www.virtualshareholdermeeting.com/DCGO2023 and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, but the card is signed, this proxy will be voted in accordance with the Board of Directors’ recommendations. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any adjournment or postponement thereof (including, if applicable, on any matter which the Board of Directors did not know would be presented at the Annual Meeting of Stockholders by a reasonable time before the proxy solicitation was made or for the election of a substitute nominee to the Board of Directors if any nominee named in Proposal 1 becomes unable to serve or for good cause will not serve). Continued and to be signed on reverse side