Frequently Asked Questions

Proxy Advisory Firms & Board Support

Which proxy advisory firms supported AEye's current board and management?

Both Institutional Shareholder Services (ISS) and Glass Lewis, the leading independent proxy advisory firms, demonstrated strong support for AEye’s current board and management. They recommended that stockholders vote for AEye’s nominees, Timothy Dunn and Sue Zeifman, and reject the dissident group nominees. Source: AEye Press Release, May 9, 2025.

What reasons did Glass Lewis provide for supporting AEye’s nominees Timothy Dunn and Sue Zeifman?

Glass Lewis stated in its May 6, 2025 report that the incumbent Board is pursuing credible steps to drive performance improvement, while the dissidents have not presented an actionable forward-looking plan or a persuasive explanation of how their nominees would enhance shareholder value. Glass Lewis also noted that the dissident nominees lack skills or expertise that would be additive to the current Board and that the incumbent Board does not lack critical competencies. Source.

What did ISS say about the dissident group’s arguments?

ISS stated in its May 7, 2025 report that the dissident’s arguments are not based on a complete picture of the facts, the dissident has not presented a compelling case for change, and that the dissident cannot entirely separate itself from the poor corporate governance it now criticizes. Source.

What was the recommendation from proxy advisory firms ISS and Glass Lewis regarding AEye's board?

Both ISS and Glass Lewis recommended that stockholders vote for AEye’s current board nominees, Timothy Dunn and Sue Zeifman, and reject the dissident group nominees. They advised voting on the WHITE proxy card and not supporting the dissident group’s candidates. Source.

How can stockholders vote for AEye’s board nominees?

Stockholders can vote for AEye’s board nominees by using the WHITE universal proxy card. If a stockholder has already voted using a NON-WHITE proxy card, they can change their vote by submitting the WHITE proxy card. Only the latest proxy submitted will be counted. For assistance, stockholders can contact Sodali & Co at (800) 662-5200 or [email protected].

What should stockholders do if they receive a NON-WHITE proxy card from the dissident group?

Stockholders are urged not to sign, return, or vote any NON-WHITE proxy card sent by or on behalf of the dissident group. If a NON-WHITE proxy card has already been submitted, stockholders can revoke it and vote for AEye’s board nominees using the WHITE universal proxy card. Only the latest dated proxy will count.

Where can I find more information about AEye’s executive officers and directors?

Information about AEye’s executive officers and directors is available in AEye’s definitive proxy statement for its 2025 Annual Meeting, filed with the SEC on April 7, 2025. Changes in holdings are reflected on Forms 3, 4, or 5 filed with the SEC. These documents are available free of charge at www.sec.gov.

What is the significance of the WHITE universal proxy card?

The WHITE universal proxy card is the official voting card endorsed by AEye’s board for the 2025 Annual Meeting. It includes all nominees, but the board only endorses its own candidates, Timothy Dunn and Sue Zeifman. Stockholders are urged to vote only on the WHITE card and disregard any NON-WHITE cards from the dissident group.

What are the risks associated with the dissident group and their nominees?

AEye associates several risks with the dissident group and their nominees, including lack of relevant expertise, independence, and a plan for long-term growth. The dissident group is led by former employees with personal vendettas and a track record of corporate mismanagement, such as signing a costly office lease without revenue visibility. Supporting the dissident group poses a threat to the company’s strategic momentum, stability, and stockholder value. Source.

Where can I find AEye’s proxy statement and related SEC filings?

AEye’s definitive proxy statement and related SEC filings are available free of charge at the SEC’s website (www.sec.gov) and on AEye’s website at www.aeye.ai.

What are forward-looking statements in AEye’s press releases?

Forward-looking statements in AEye’s press releases include expectations regarding board changes, product performance, business plans, and shareholder value. These statements are based on current expectations and assumptions but are subject to risks and uncertainties, including market conditions, lidar adoption rates, regulatory changes, and competitive industry dynamics. Source.

How can I contact AEye’s investor relations team?

You can contact AEye’s investor relations team by emailing [email protected] or calling +1 (925) 400-4366. For proxy voting assistance, contact Sodali & Co at (800) 662-5200 or [email protected].

What is the purpose of the 'Press Releases' page on AEye's website?

The 'Press Releases' page serves as an archive for official announcements and updates about AEye's activities, achievements, and developments. You can access it at our press releases archive.

Where can I find AEye's press releases?

All of AEye's official press releases are available on our press releases page.

How can I stay updated with the latest news and press releases from AEye?

You can find all the latest company news and announcements by visiting our news page and our press releases page.

Where can I find the latest press releases from AEye?

You can find the latest press releases from AEye by subscribing to the RSS feed for press releases available at our Latest Press Releases RSS feed.

What press releases are tagged under "AEye lidar sensor"?

Under the "AEye lidar sensor" tag, there are press releases announcing corporate and financial events, including AEye's reporting of its 2025 fourth quarter and full-year results and participation in Bank of America’s 2026 Global Automotive Summit. Source.

What information is available under the 'AEye Lidar' resource tag?

The 'AEye Lidar' resource tag page lists press releases related to AEye's corporate activities, such as reporting 2025 Fourth Quarter and Full Year Results and participating in Bank of America’s 2026 Global Automotive Summit. Source.

What is AEye’s core business?

AEye specializes in providing advanced, adaptive lidar solutions designed to enhance safety, efficiency, and productivity across industries such as automotive, smart infrastructure, defense, logistics, and more. Its technology is used in advanced driver-assistance systems (ADAS), vehicle autonomy, smart infrastructure, security, and logistics. Source.

What products and services does AEye offer?

AEye offers lidar solutions including Apollo (flagship long-range lidar), OPTIS (full-stack 3D perception system), and the 4Sight Intelligent Sensing Platform. These products are used in automotive, smart infrastructure, defense, logistics, and more. Learn more.

What are the key features of AEye’s lidar technology?

Key features include dynamic scan patterns, ultra-long-range detection (up to one kilometer with Apollo), high resolution, adaptability to challenging environments (rain, darkness, fog), future-proof technology with over-the-air updates, and flexible mounting options. Source.

How does AEye’s lidar technology differ from competitors like Velodyne, Luminar, and Innoviz?

AEye’s lidar offers dynamic scan patterns, software-defined architecture for customization, future-proof design with over-the-air updates, high performance (ultra-long-range and high resolution), and flexible placement. Competitors like Velodyne use fixed scan patterns, Luminar focuses on hardware, and Innoviz offers limited software-defined customization. Source.

What industries use AEye’s lidar solutions?

Industries include automotive, trucking, smart infrastructure (ITS), aviation, defense, rail, and logistics. Case studies and use cases demonstrate AEye’s technology in each of these sectors. Source.

Can you share specific case studies or success stories of customers using AEye’s products?

Yes. Examples include 'A Pedestrian in Headlights' (pedestrian detection in autonomous driving), 'Flatbed Trailer Across Roadway' (real-time obstacle detection), 'Obstacle Avoidance' (customizable lidar for specific environments), and 'False Positive' (differentiating real and false obstacles in challenging conditions). See more case studies.

What technical documentation is available for AEye’s products?

Technical resources include specification sheets (e.g., Apollo spec sheet), white papers (e.g., 'Rethinking the Four Rs of LiDAR'), validation reports, and case studies. These are available on the AEye Resources Page.

What feedback have customers provided about the ease of use of AEye’s products?

Customers benefit from ease of integration, comprehensive technical support, user education (documentation, tutorials, hands-on training), and validation testing tools. These features ensure a smooth and efficient onboarding process. Source.

How long does it take to implement AEye’s products?

AEye’s solutions are designed for quick and easy integration with existing systems. The company provides technical support, validation tools, and training resources to ensure rapid and confident adoption. The exact timeline depends on the use case and system requirements. Source.

What are some key integrations supported by AEye’s lidar solutions?

Key integrations include the NVIDIA DRIVE AGX Platform (including AGX DRIVE Thor), and OEM integration options for Apollo 4Sight (behind the windshield, on the roof, or in the grille). Source.

Who are some of AEye’s customers and partners?

Notable customers and partners include Continental (automotive sensor production), Sanmina Corporation (manufacturing for non-automotive markets), and NVIDIA (integration with DRIVE platform). Source.

What pain points does AEye’s lidar technology address?

AEye’s lidar addresses enhanced safety (early detection, better perception), customization and scalability, adaptability to challenging environments, future-proofing with over-the-air updates, operational efficiency, and flexible placement. Source.

What are some use cases relevant to the pain points AEye solves?

Use cases include 'A Pedestrian in Headlights' (safety), 'Obstacle Avoidance' (customization), 'False Positive' (challenging environments), 'Cargo Protruding from Vehicle' (future-proofing), and 'Flatbed Trailer Across Roadway' (flexible placement). See use cases.

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Leading Independent Proxy Advisory Firms ISS and Glass Lewis Demonstrate Strong Support for AEye’s Current Board and Management and Recommend Rejecting Dissident Group Nominees

PLEASANTON, Calif. – (BUSINESS WIRE) – May 9, 2025 – AEye, Inc. (Nasdaq: LIDR), a global leader in adaptive, high-performance lidar solutions, today announced that both Institutional Shareholder Services (ISS) and Glass Lewis, the leading independent proxy advisory firms, have recommended that stockholders vote on the WHITE PROXY CARD at the upcoming Annual Meeting on May 15, 2025.

Both proxy advisory firms’ strong endorsement of AEye’s current Board and management validates the strength of AEye’s leadership, strategic direction, and commitment to driving long-term value for all stockholders.

Further, both proxy advisory firms recommended “WITHHOLD” votes on dissident nominees Ransom Wuller and Pamela Bauer.

In making its recommendations to vote “FOR” the Company’s nominees, Timothy Dunn and Sue Zeifman, Glass Lewis stated in its May 6, 2025 report:

  • “Specifically, we believe the incumbent Board is pursuing credible steps to drive performance improvement, while the Dissidents have not presented an actionable forward-looking plan. Nor have they provided a persuasive explanation of how electing their nominees would meaningfully enhance shareholder value compared to maintaining the current trajectory. Moreover, we do not find that the Dissident Nominees possess skills or expertise that would be additive to the current Board, nor do we believe the incumbent Board lacks critical competencies.”

In making its recommendation, ISS stated in its May 7, 2025 report:

  • “… the dissident’s arguments are not based on a complete picture of the facts.”
  • “The dissident has not presented a compelling case for change.”
  • “It is also important to understand that the dissident cannot entirely separate itself from the poor corporate governance that it now criticizes.”

We urge all stockholders to heed the above analysis by both independent proxy advisors and vote on the WHITE PROXY CARD for our qualified nominees, Timothy Dunn and Sue Zeifman. Protect your investment by ensuring AEye’s leadership can continue to pursue its revitalized strategy to create value for all stockholders.

If you have any questions about how to vote your shares, please call the firm assisting us with the solicitation of proxies:

Sodali & Co

430 Park Avenue, 14th Floor,

New York, NY 10022

Stockholders Call Toll Free: (800) 662-5200

E-mail: [email protected]

Please do not use any NON-WHITE universal proxy cards from the Dissident Group. If you have already voted using the NON-WHITE universal proxy card, you have every right to change your vote by using the WHITE universal proxy card. Only the latest proxy you submit will be counted.

About AEye, Inc.

AEye’s unique software-defined lidar solution enables advanced driver-assistance, vehicle autonomy, smart infrastructure, and logistics applications that save lives and propel the future of transportation and mobility. AEye’s 4Sight™ Intelligent Sensing Platform, with its adaptive sensor-based operating system, focuses on what matters most: delivering faster, more accurate, and reliable information. AEye’s 4Sight™ products, built on this platform, are ideal for dynamic applications which require precise measurement imaging to ensure safety and performance.

Participants

AEye, its directors, and executive officers and other members of management and employees will be participants in the solicitation of proxies with respect to a solicitation by AEye. Information about AEye’s executive officers and directors is available in AEye’s definitive proxy statement for its 2025 Annual Meeting, which was filed with the U.S. Securities and Exchange Commission (“SEC”) on April 7, 2025. To the extent holdings by our directors and executive officers of AEye securities reported in the proxy statement for the 2025 Annual Meeting have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4, or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.

Certain Additional Information

Under the new rules adopted by the SEC, the WHITE universal proxy card also includes the names of the Dissident Group’s nominees. The Board does NOT endorse any of the Dissident Group’s nominees, and the presence of the Dissident Group’s nominees on the enclosed WHITE universal proxy card is NOT an approval of or comment on the fitness, character, suitability, or other qualifications of the Dissident Group’s nominees. The Board strongly urges you to NOT sign or return any NON-WHITE PROXY CARD sent to you by, or on behalf of, the Dissident Group. If you have previously submitted a NON-WHITE PROXY CARD sent to you by, or on behalf of, the Dissident Group, you can revoke that proxy and vote for your Board’s candidates and on the other matters to be voted on at the Annual Meeting by using the enclosed WHITE universal proxy card or voting by Internet by following the instructions specified on the WHITE universal proxy card. Only your latest dated proxy will count. OUR BOARD URGES YOU TO VOTE ONLY ON THE WHITE UNIVERSAL PROXY CARD FOR OUR BOARD’S PROPOSED CANDIDATES (TIMOTHY J. DUNN AND SUE E. ZEIFMAN) AND AGAINST BOTH STOCKHOLDER ADVISORY PROPOSALS (PROPOSALS 4 AND 5), TO DISREGARD ANY MATERIALS SENT TO YOU BY, OR ON BEHALF OF, THE DISSIDENT GROUP, AND NOT TO SIGN, RETURN, OR VOTE ANY NON-WHITE PROXY CARD SENT TO YOU BY, OR ON BEHALF OF, THE DISSIDENT GROUP. Although we are required to include all nominees for election on our universal proxy card, for additional information regarding the Dissident Group’s nominees and any other related information, please refer to the Dissident Group’s proxy statement, which is accessible without cost at www.sec.gov. We are not responsible for the accuracy of any information provided by, or relating to, the Dissident Group or the nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, the Dissident Group or any other statements that the Dissident Group or its representatives have made or may otherwise make, including with respect to the advisory stockholder proposals (Proposals 4 and 5) submitted by the Dissident Group.

Additionally, the Dissident Group has stated that they intend to present an additional proposal, Proposal 6, at the Annual Meeting as a floor proposal. Proposal 6 was not properly or timely submitted under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It will be the Dissident Group’s responsibility to properly present Proposal 6 at the Annual Meeting and solicit votes. Since Proposal 6 was not submitted under Rule 14a-8 under the Exchange Act, it was not included nor described in the Company’s proxy statement or on WHITE universal proxy card. If Proposal 6 is presented at the Annual Meeting as a floor proposal, the proxy holders will have discretionary voting authority under Rule 14a-4(c) under the Exchange Act with respect to Proposal 6 and intend to exercise such discretion to vote “AGAINST” Proposal 6. If you wish to cast a vote “FOR” Proposal 6, you must use the NON-WHITE universal proxy card and follow the instructions provided therein.

Additional Information

AEye has filed with the SEC a definitive proxy statement on Schedule 14A, containing a form of WHITE universal proxy card, with respect to its solicitation of proxies for the Annual Meeting. This communication is not a substitute for any proxy statement or other document that AEye may file with the SEC in connection with any solicitation by AEye.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY AEYE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION.

Investors and security holders may obtain copies of these documents and other documents filed with the SEC by AEye free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by AEye are also available free of charge by accessing AEye’s website at www.aeye.ai.

Forward-Looking Statements

Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s expectations; beliefs; plans; strategies; business or financial prospects or outlook; future shareholder value; expected growth and value creation; profitability; investments; cost reductions and efficiencies; content offerings; priorities or performance; and other statements that are not historical in nature. These statements involve risks, uncertainties, and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks, uncertainties, and other factors are described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC and our other filings with the SEC from time to time. Any forward-looking statements speak only as of the date of this communication and are based on information available to the Company as of the date of this communication, and the Company does not assume any obligation to, and does not intend to, publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

Contacts

Investor Relations Contacts

Agency Contact
Financial Profiles, Inc.
Evan Niu, CFA
[email protected]
310-622-8243

Company Contact
AEye, Inc. Investor Relations
[email protected]
925-400-4366