Proxy Advisory Firms Back AEye's Board: A Vote for Continuity Amid Dissent

Investors in AEye, Inc. (Nasdaq: LIDR) face a pivotal decision at the company’s 2025 annual meeting, as leading proxy advisory firms ISS and Glass Lewis have issued stark recommendations against dissident nominees seeking board seats. Both firms urge shareholders to reject the dissident group’s candidates and instead support AEye’s proposed slate, signaling confidence in the company’s current leadership and strategy.

The Proxy Battle Unfolds

The dissident group, led by Ransom Wuller and Pamela Bauer, has challenged AEye’s board by nominating themselves as candidates. However, ISS and Glass Lewis dismissed their claims as lacking substance. In their May 2025 reports, both firms criticized the dissidents for failing to present a credible plan to improve shareholder value or demonstrate expertise that would complement the existing board.

Glass Lewis emphasized the incumbent board’s “actionable forward-looking” efforts, including strategic initiatives to enhance profitability. ISS, meanwhile, accused the dissidents of inconsistency, noting their criticisms of AEye’s governance while failing to distance themselves from past decisions.

Voting Instructions and Risks

Shareholders are advised to vote “FOR” AEye’s nominees, Timothy Dunn and Sue Zeifman, using the WHITE PROXY CARD, while “WITHHOLDING” votes for the dissident candidates. The company’s board explicitly warns against using non-white proxy cards distributed by the dissident group, as these could undermine support for the current slate.

Universal Proxy Rules and Proposal 6

Under SEC universal proxy rules, AEye’s white proxy card includes the dissident nominees’ names, but this inclusion does not imply endorsement. The dissident group’s floor proposal (Proposal 6), which was not timely filed under SEC Rule 14a-8, further complicates the situation. AEye’s board opposes this proposal, urging shareholders to avoid non-white proxy cards if they wish to support it.

Market Context and Implications

AEye’s stock price has fluctuated amid the proxy battle, reflecting investor uncertainty. Recent performance data reveals a 15% decline in LIDR’s share price over the past three months, potentially due to governance concerns and market skepticism toward the dissident group’s claims. However, the strong backing from ISS and Glass Lewis could stabilize investor sentiment, particularly as these firms influence a significant portion of institutional votes.

Conclusion: A Vote of Confidence in Continuity

The recommendations from ISS and Glass Lewis carry significant weight, as institutional investors often follow their guidance. By rejecting the dissident nominees, shareholders would signal support for AEye’s current leadership’s ability to execute its strategic roadmap. Key data points underscore the rationale:

• ISS’s May 2025 report highlights the dissidents’ failure to address governance issues coherently.
• Glass Lewis’s analysis emphasizes the board’s progress on performance metrics, such as cost-cutting and revenue diversification.
• The 12-month stock price volatility (down 15%) suggests investors may be waiting for clearer governance signals before committing capital.

If shareholders align with the advisory firms’ recommendations, AEye’s stock could rebound as uncertainty lifts. Conversely, a dissident-led board change might trigger further volatility. For now, the data and expert opinions lean toward continuity—a decision that could set AEye on a path to stabilize its position in the competitive LiDAR market.

Investors are urged to review AEye’s 2024 Form 10-K filing for detailed risk factors and financial performance, while Sodali & Co remains available for proxy inquiries. As the May 15 deadline approaches, the stakes for AEye’s future could not be higher.