UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant
Check the appropriate box:
| Preliminary Proxy Statement | |
| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| x | Definitive Proxy Statement |
| Definitive Additional Materials | |
| Soliciting Material under 240.14a-12 |
DESTINY TECH100 INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| Fee paid previously with preliminary materials. | |
| Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Destiny Tech100 Inc.
1401 Lavaca Street, #144
Austin, TX 78701
August 19, 2024
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of Destiny Tech100 Inc. (the Company, we or us) to be held on September 30, 2024 at 2:00 P.M., Eastern Time (the Annual Meeting). The Annual Meeting will be held virtually and conducted via live webcast. Participants must register at http://viewproxy.com/DXYZ/2024 to attend the event.
Your vote is important, regardless of the number of shares you own. Your immediate response will help avoid potential delays and may save the Company significant additional expenses associated with soliciting shareholder votes.
The attached Notice of Annual Meeting and Proxy Statement accompanying this letter provide an outline of the business to be conducted at the meeting. The Annual Meeting is being held for the following purposes:
| ( i) | The election of the following directors of the Company: |
| (a) | Ms. Lisa Nelson as Class III member of the board of directors of the Company (the Board) to serve until the 2025 annual meeting of shareholders and until her successor is duly elected and qualified; |
| (b) | Mr. Lee Daley as a Class II member of the Board to serve until the 2027 annual meeting of shareholders and until his successor is duly elected and qualified; and |
| (ii) | To consider and vote upon the ratification of the selection of Marcum LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2024; and | |
| (ii) | To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. |
The Board unanimously recommends that you vote FOR each of the proposals to be considered and voted on at the Annual Meeting.
It is important that your shares of the Companys common stock, par value $0.00001 per share, be represented at the Annual Meeting. If you are unable to attend the Annual Meeting virtually, I urge you to request, complete, date, sign and mail the enclosed proxy card or authorize your proxy through the Internet as soon as possible even if you currently plan to attend the Annual Meeting. This will not prevent you from voting at the meeting but will assure that your vote is counted if you are unable to attend the meeting.
This Proxy Statement, the Notice of Annual Meeting of Shareholders and the accompanying proxy card are first being released to shareholders on or about August 19, 2024. In addition, a Notice of Internet Availability of Proxy Materials is being sent to shareholders on or about August 19, 2024.
Your vote and participation in the governance of the Company are very important.
Sincerely yours,
Sohail Prasad
Chief Executive Officer, President and Director
Destiny Tech100 Inc.
1401 Lavaca Street, #144
Austin, TX 78701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On September 30, 2024
To the Shareholders of Destiny Tech100 Inc.:
NOTICE IS HEREBY GIVEN THAT the annual meeting of shareholders of Destiny Tech100 Inc., a Maryland corporation (the Company), will be held on September 30, 2024 at 2:00 P.M., Eastern Time (the Annual Meeting). The Annual Meeting will be held virtually and conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting http://viewproxy.com/DXYZ/2024 and registering to attend. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying proxy statement under the heading How may I attend the meeting and vote? and the Notice of Internet Availability of Proxy Materials.
The Annual Meeting is being held for the following purposes:
| (i) | The election of the following directors of the Company: |
| (a) | Ms. Lisa Nelson as Class III member of the board of directors of the Company (the Board) to serve until the 2025 annual meeting of shareholders and until her successor is duly elected and qualified; |
| (b) | Mr. Lee Daley as a Class II member of the Board to serve until the 2027 annual meeting of shareholders and until his successor is duly elected and qualified; and |
| (ii) | To consider and vote upon the ratification of the selection of Marcum LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2024; and | |
| (ii) | To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. |
The Board has fixed the close of business on August 9, 2024 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and adjournments or postponements thereof.
Important notice regarding the availability of proxy materials for the Annual Meeting.
The Companys proxy statement, the proxy card, and the Companys N-CSR filing for the fiscal year ended December 31, 2023 (the Annual Report) are available at http://viewproxy.com/DXYZ/2024 .
By Order of the Board of Directors,
Ethan Silver
Secretary
August 19, 2024
Shareholders are requested to follow the instructions on the Notice of Internet Availability of Proxy Materials to vote your proxy via the Internet or request, complete, sign, date and return a proxy card. Executing the proxy card is important to ensure a quorum at the Annual Meeting. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by virtually attending the Annual Meeting and voting.
Destiny Tech100 Inc.
1401 Lavaca Street, #144
Austin, TX 78701
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 30, 2024
PROXY STATEMENT
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
Q:What is the date of the Annual Meeting and where will it be held?
A:The Annual Meeting (the Annual Meeting) of shareholders of Destiny Tech100 Inc., which is sometimes referred to in this proxy statement as we, us, our, or the Company, will be held on September 30, 2024 at 2:00 P.M. Eastern Time. The Annual Meeting will be held virtually and conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting http://viewproxy.com/DXYZ/2024 and registering to attend.
This Proxy Statement, the Notice of Annual Meeting of Shareholders and the accompanying proxy card are first being released to shareholders on or about August 19, 2024. In addition, a Notice of Internet Availability of Proxy Materials is being sent to shareholders on or about August 19, 2024.
Q:What will I be voting on at the Annual Meeting?
A:At the Annual Meeting, shareholders will be asked the following:
| (i) | To consider and vote upon the election of the following directors of the Company: |
| (a) | Ms. Lisa Nelson as Class III member of the board of directors of the Company (the Board) to serve until the 2025 annual meeting of shareholders and until her successor is duly elected and qualified; |
| (b) | Mr. Lee Daley as a Class II member of the Board to serve until the 2027 annual meeting of shareholders and until his successor is duly elected and qualified; and |
| (ii) | To consider and vote upon the ratification of the selection of Marcum LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2024; and | |
| (ii) | To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. |
Q:Who can vote at the Annual Meeting?
A:Only shareholders of record as of the close of business on August 9, 2024 (the Record Date) are entitled to notice of, and to vote at, the Annual Meeting and any postponements or adjournments thereof.
Q:How many votes do I have?
A:Shareholders are entitled to one vote for each share of the Companys common stock, par value $0.00001, per share held as of the Record Date.
Q:How can I attend the Annual Meeting?
A: By voting virtually at the Annual Meeting. The Company will be hosting the Annual Meeting live via audio webcast. Any Shareholder can attend the Annual Meeting live online by visiting http://viewproxy.com/DXYZ/2024 and registering to attend. If you were a Shareholder as of the Record Date, or you hold a valid proxy for the Annual Meeting, you can vote at the Annual Meeting. A summary of the information you need to attend the Annual Meeting online is provided below:
| Instructions on how to attend and participate via the Internet are set forth on the Notice of Internet Availability of Proxy Materials and posted at http://viewproxy.com/DXYZ/2024 . |
| Webcast starts at 2:00 P.M., Eastern Time. |
| To attend and participate in the Annual Meeting, you will need to register in advance by 11:59 P.M. Eastern Time on September 27, 2024. |
| Shareholders may submit questions while attending the Annual Meeting via the Internet. |
The Company will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call (415) 639-9966.
By Proxy through the Mail. When voting by proxy and mailing your proxy card, you are required to:
| first follow the instructions set forth on the Notice of Internet Availability of Proxy Materials and request a hard copy of the proxy card; | ||
| indicate your instructions on the proxy card; |
| date and sign the proxy card; |
| mail the proxy card promptly in the envelope provided, which requires no postage if mailed in the United States; and |
| allow sufficient time for the proxy card to be received on or before 11:59 p.m., Eastern Time, on September 29, 2024. |
By Proxy through the Internet. You may vote your shares over the Internet by following the instructions set forth on the accompanying proxy card and the Notice of Internet Availability of Proxy Materials.
Q:Does the Board recommend voting for each of the Proposals?
A:Yes. The Board unanimously recommends that you vote FOR each proposal below.
Q:Why does the Board recommend voting FOR the Proposal 1, the election of Lisa Nelson and Lee Daley?
A:Ms. Nelson is currently a member of the Board and has served in that capacity since 2023. Ms. Nelson has over 25 years of experience as a technology, financial and operational leader helping organizations across a variety of industries and stages execute their strategic priorities, including business, cultural and digital transformations. Ms. Nelson is an experienced board director for both private and public companies and has previously served as chair of the compensation committee and audit committees of various companies. The Board believes Ms. Nelsons experience and expertise makes her well qualified to serve on the Board.
Mr. Daley is currently a member of the Board and has served in that capacity since 2024. Mr. Daley has 25 years of experience in international advertising and since 2011 has served as an advisor and/or board member for various start-up companies. The Board believes Mr. Daleys industry experience and knowledge makes him well qualified to serve on the Board.
Q:Why does the Board recommend voting FOR Proposal 2, to ratify the appointment of Marcum LLP as the Companys independent registered public accounting firm?
A:Marcum LLP has acted as the Companys independent registered public accounting firm since inception through the end of its 2023 fiscal year, and has been appointed by the Board to serve as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2024. The Board has submitted the selection of Marcum LLP to shareholders for ratification as a matter of good corporate governance. Although action by the shareholders on this matter is not required, the Audit Committee and the Board believe it is appropriate to seek shareholder ratification of this selection in light of the role played by the independent registered public accounting firm in reporting on the Companys financial statements.
GENERAL INFORMATION ABOUT THE ANNUAL MEETING
The accompanying proxy is solicited on behalf of the Board for use at the Annual Meeting to be held on September 30, 2024 at 2:00 P.M., Eastern Time. The Annual Meeting will be a held virtually and conducted via live webcast. Only holders of record of our common stock at the close of business on August 9, 2024, which is the Record Date, will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 10,879,905 shares of common stock, par value $0.00001 per share (the Shares) outstanding and entitled to vote. This proxy statement, including the accompanying form of proxy (collectively, the Proxy Statement), containing instructions on how to access the Proxy Statement and annual N-CSR report for the fiscal year ended December 31, 2023 (the Annual Report), and how to submit proxies via the Internet or mail are first being sent to shareholders on or about August 19, 2024. The Proxy Statement and Annual Report can both be accessed online at http://viewproxy.com/DXYZ/2024 . In addition, a Notice of Internet Availability of Proxy Materials is being sent to shareholders on or about August 19, 2024.
All proxies will be voted in accordance with the instructions contained therein. Unless contrary instructions are specified, if a proxy is properly executed and received by the Company (and not revoked) prior to the Annual Meeting, the Shares represented by the proxy will be voted FOR the election of Ms. Nelson to serve until the 2025 annual meeting of shareholders and Mr. Daley to serve until the 2027 annual meeting of shareholders and, each until his or her successor is duly elected and qualified. Should any matter not described above be properly presented at the Annual Meeting, the named proxies will vote in accordance with their best judgment as permitted.
Voting Rights
Holders of our common stock are entitled to one vote for each share held as of the Record Date.
The Annual Meeting is being held for the following purposes:
| (i) | The election of the following directors of the Company: |
| (a) | Ms. Lisa Nelson as Class III member of the Board to serve until the 2025 annual meeting of shareholders and until her successor is duly elected and qualified; |
| (b) | Mr. Lee Daley as a Class II member of the Board to serve until the 2027 annual meeting of shareholders and until his successor is duly elected and qualified; and |
| (ii) | To consider and vote upon the ratification of the selection of Marcum LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2024; and | |
| (ii) | To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. |
Quorum Required
A majority of the outstanding Shares must be present or represented by proxy at the Annual Meeting in order to have a quorum. If you have properly voted by proxy via mail, you will be considered part of the quorum. We will count abstain and withhold votes as present for the purpose of establishing a quorum for the transaction of business at the Annual Meeting. If at any time Shares are held through brokers, we will count broker non-votes as present for the purpose of establishing a quorum. However, abstentions, withhold votes and broker non-votes are not counted as votes cast. A broker non-vote occurs when a broker holding Shares for a beneficial owner votes on some matters on the proxy card, but not on others, because the broker does not have instructions from the beneficial owner or discretionary authority (or declines to exercise discretionary authority) with respect to those other matters.
If a quorum is not present at the Annual Meeting, the person named as chair of the Annual Meeting may adjourn the meeting to permit further solicitation of proxies. The persons named as proxies will vote those proxies for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought, to permit further solicitation of proxies. A stockholder vote may be taken on one or more of the proposals in this proxy statement prior to any such adjournment if there are sufficient votes for approval on such proposal(s).
Vote Required
| Proposal | Vote Required |
Broker
Discretionary Voting Allowed |
Effect of
Withhold Votes, Abstentions and Broker Non-Votes
|
Proposal 1To elect directors of the Company as follows: (a)Ms. Lisa Nelson as Class III member of the Board to serve until the 2025 annual meeting of shareholders until her successor is duly elected and qualified; (b)Mr. Lee Daley as a Class II member of the Board to serve until the 2027 annual meeting of shareholders and until his successor is duly elected and qualified.
|
Affirmative
vote of a plurality of the votes cast on the matter.
|
|
Yes
|
|
Withhold votes and broker
non-votes will have no effect on the result of the vote.
|
Proposal
2
To consider and vote upon the ratification of the selection of Marcum LLP as the Companys
independent registered public accounting firm for the fiscal year ending December 31, 2024.
|
|
Affirmative
vote of a majority of the votes cast on the matter.
|
|
Yes
|
|
Abstentions and broker non-votes will
have no effect on the result of the vote.
|
You may vote for, withhold or against, or abstain from voting on each Proposal, as applicable. The inspector of elections appointed for the Annual Meeting will separately tabulate for votes, withhold votes, against votes, abstain votes, and broker non-votes.
Voting
You may vote by proxy or in person (virtually) at the Annual Meeting in accordance with the instructions provided in the Notice of Internet Availability of Proxy Materials and as set forth below.
Voting by Proxy
When voting by proxy and mailing your proxy card, you are required to:
You may also vote your shares over the Internet by following the instructions set forth on the accompanying proxy card and the Notice of Internet Availability of Proxy Materials.
Voting at the Annual Meeting
The Company will be hosting the Annual Meeting live via audio webcast. Any shareholder can attend the Annual Meeting live online by visiting http://viewproxy.com/DXYZ/2024 and registering to attend. If you were a shareholder as of the Record Date, or you hold a valid proxy for the Annual Meeting, you can vote at the Annual Meeting. A summary of the information you need to attend the Annual Meeting online is provided below:
The Company will have technicians ready to assist with any technical difficulties shareholders may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call (415) 639-9966.
Quorum and Adjournment
A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, virtually or by proxy, of the holders of a majority of the shares outstanding on the Record Date will constitute a quorum.
If a quorum is not present at the Annual Meeting, the chairperson of the Annual Meeting may adjourn the Annual Meeting until a quorum is present.
Proxies for the Annual Meeting
The named proxies for the Annual Meeting are Sohail Prasad and Ethan Silver (or their duly authorized designees), who will follow submitted proxy voting instructions. They will vote as the Board recommends herein as to any submitted proxies that do not direct how to vote on any item, and will vote on any other matters properly presented at the Annual Meeting in their judgment.
Expenses of Soliciting Proxies
The Company will pay the expenses of soliciting proxies to be voted at the Annual Meeting, including the cost of preparing and posting this Proxy Statement and the Annual Report to the internet, and the cost of mailing the Notice of Internet Availability of Proxy Materials and any requested proxy materials to the shareholders. The Company has engaged the services ofAlliance Advisors LLC (Alliance) for the purpose of assisting in the solicitation of proxies at an anticipated cost of approximately $25,895 plus reimbursement of certain out-of-pocket expenses and fees for additional services requested. Please note that Alliance may solicit stockholder proxies by telephone on behalf of the Company. They will not attempt to influence how you vote your shares, but only ask that you take the time to authorize your proxy. You may also be asked if you would like to authorize your proxy over the telephone and to have your voting instructions transmitted to the Companys proxy tabulation firm.
Revocability of Proxies
You may revoke any proxy that is not irrevocable by attending the Annual Meeting and voting in person (virtually) or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the Company.
Contact Information for Proxy Solicitation
You can contact us by mail sent to the attention of the Secretary of the Company, Ethan Silver, at our principal executive offices located at 1401 Lavaca Street, #144, Austin, TX 78701. You can call us by dialling (415) 639-9966.
Record Date
The Board has fixed the close of business on August 9, 2024 as the Record Date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and adjournments or postponements thereof. As of the Record Date, there were 10,879,905 shares outstanding.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
Beneficial ownership is determined in accordance with the rules and regulations of the Securities and Exchange Commission (the SEC). These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. The following table sets forth, as of the Record Date, the beneficial ownership according to information furnished to us by such persons or publicly available filings. Ownership information for those persons who beneficially own 5% or more of the outstanding shares of our common stock is based upon filings by such persons with the SEC and other information obtained from such persons of each current director, the nominees for director, the Companys officers, the officers and directors as a group, and each person known to us to beneficially own 5% or more of the outstanding shares of our common stock.
The percentage ownership is based on 10,879,905 shares of our common stock outstanding as of the Record Date. To our knowledge, except as indicated in the footnotes to the table, each of the shareholders listed below has sole voting and/or investment power with respect to shares of our common stock beneficially owned by such shareholder.
Lee Daley. Lee Daley began his career with 25 years in international advertising. He served as the Global CEO of Red Cell Network for WPP, Executive Chairman of HHCL in London, Group Chairman and CEO of Saatchi Saatchi UK, and Chief Strategy Officer of McCann World Group in Europe, the Middle East, and Africa and globally. Since 2011, Mr. Daley has worked as an advisor and board director with the founding teams of several successful Silicon Valley startups including Boxed.com, Equidate (now Forge Global), Twin Science, Revolution Solar, and Ronoc Asia, as well as mature tech businesses such as GlobalLogic and McLaren Applied and Advanced Technologies. With over 30 years of board experience, Mr. Daley continues to advise founders, boards, and clients around the world on business, marketing, and strategy issues. In 2018, Mr. Daley co-founded Hello Genius with former Microsoft, MIT, and McKinsey alumni and with the guidance of the late Sir Ken Robinson. Under Mr. Daleys strategic leadership and chairmanship, Hello Genius has invested $5M in building a platform technology that harnesses AI and advanced machine learning algorithms to personalize users content experiences and develop sophisticated data and analytics. Mr. Daley studied Politics and Philosophy, graduating from the Victoria University of Manchester, before his postgraduate studies in Marketing at Kingston Business School in the UK. He has also undertaken executive studies at Harvard, Kellogg, MIT Sloan, Columbia, and the Yale School of Management. Mr. Daley is a fellow of the Royal Society of Arts, an active member of GBx (the society of Brits in Silicon Valley), a longstanding TED alumnus, and a strategic advisor to XPRIZE. Mr. Daleys technology industry knowledge and broad experience serving on boards and as a strategic advisor qualifies him to serve on our Board and his independence from the Company, the Adviser and the Sponsor enhances his service as a member of our Audit, Compensation and Nominating and Corporate Governance Committees.
Nominee for Class III Director To Be Elected at the Annual Meeting
Sohail Prasad. Mr. Prasad is our Chairman of the Board and Chief Executive Officer and is Founder, Chairman, Chief Executive Officer of DestinyXYZ Inc. Prior to founding Destiny, Mr. Prasad founded and served as CEO of Forge (NYSE:FRGE), a global private securities market place building trading, custody, and data infrastructure to meet the needs of high-growth unicorn companies, employees, and investors. In March 2022, Forge became the first dedicated trading platform for private shares to become a public company. As an eighteen-year-old, Mr. Prasad was among the youngest founders to go through Y Combinator, a start-up accelerator, and was later named a Thiel Fellow by the Thiel Foundation. Over the years, Mr. Prasad has advised and invested in over 200 start-ups, including as seed investor in notable start-ups such as Rippling, Rappi, Notion, Retool, Vise, Mercury, and Superhuman. He continues to invest in early stage technology companies through S2 Capital and serves as its Founding Partner. Prior to founding Forge, Mr. Prasad held roles in product management at Zynga, as an early engineer at mobile advertising firm Chartboost, and various other roles at Google and the MIT Media Lab. Mr. Prasad attended Carnegie Mellon University where he studied Electrical Computer Engineering before dropping out. We believe Mr. Prasad is well qualified to serve as a director and Chairman of the Board due to his deep expertise with investments. Incumbent Class I Director Term Expiring at the 2026 annual meeting
Travis Mason. Mr. Mason is the Chief Policy and Regulatory Officer at Merlin Labs and currently serves on the board of directors of the Maxwell School of Citizenship and Public Policy at Syracuse University, KinectAir and the BluPrint Collective. Mr. Mason previously served as Operating Partner of 776 Fund Management, a venture capital firm, from January 2021 to June 2022. Mr. Mason has 12 years of experience helping entrepreneurs navigate regulatory and public policy barriers to bring future technologies to market throughout North America, Europe, South America and Asia. Before Seven Six, Mr. Mason served as a Fellow at Massachusetts Institute of Technology, from 2020 to 2021. Prior to that, from 2017 to 2020, Mr. Mason served as Vice President, Certification and Regulation, at Airbus, leading global policy for the companys emerging technology investments in autonomous air taxis, unmanned aircraft and urban air mobility. Prior to Airbus, Mr. Mason worked at Alphabets Google X and Google on the engineering and public policy teams to help bring technologies like drone delivery and autonomous vehicles to market. Mr. Mason received his Bachelors Degree at Syracuse University, where he was recognized as a Harry S. Truman Scholar, one of the countrys most prestigious undergraduate awards. He earned his Masters Degree at the University of Michigan and also studied at Princeton Universitys School of Public Policy and Harvard Universitys Kennedy School of Government as a Galbraith Scholar.
Mr. Masons knowledge of financial matters and experience working with rapidly developing technology qualifies him to serve on our Board and his independence from the Company, the Adviser and the Sponsor enhances his service as a member of our Audit, Compensation and Nominating and Corporate Governance Committees.
Dollar Range of Equity Securities Beneficially Owned by Directors
The table below shows the dollar range of equity securities of the Company and the aggregate dollar range of equity securities of the Company that were beneficially owned by each director as of the Record Date stated as one of the following dollar ranges: None; $1-$10,000; $10,001- $50,000; $50,001-$100,000; or Over $100,000.
Peter Sattelmair. Mr. Sattelmair has served as our Chief Financial Officer since April 2022. He currently serves as a Director at PINE Advisor Solutions and has nearly 25 years in the financial services and asset management industries. Prior to PINE, he spent the previous 7 years at Transamerica Asset Management where he served as the Director of Fund Operations and Assistant Treasurer of a wide range of registered products with AUM of $80+ billion. In his roles at Transamerica Asset Management, Mr. Sattelmair was responsible for the oversight of all aspects of the funds including fund accounting, custody, fund administration, valuation, and oversight of third-party vendors. Prior to joining Transamerica Asset Management in July 2014, Mr. Sattelmair spent 15 years working at State Street Bank in various roles and locations including Boston, MA and Kansas City, MO. Mr. Sattelmair left State Street as a Vice President of Fund Administration. Mr. Sattelmair obtained his B.S. in Business Management from the University of Massachusetts, Dartmouth.
Cory Gossard. Mr. Gossard has served as our Chief Compliance Officer since April 2022 and currently serves as a Managing Director at PINE Advisor Solutions. Mr. Gossard is a seasoned Fund and Advisor Chief Compliance Officer with 25 years of experience in the asset management industry. Most recently, he was the Chief Compliance Officer for SSC ALPS in which he held responsibilities for firm compliance, AML, risk management, portfolio compliance, internal audit, vendor oversight and outsourced CCO services. In addition to serving as the CCO for SSC ALPS, Mr. Gossard also served as Fund CCO for SPDR SP 500 ETF Trust, SPDR DJIA ETF Trust, and SPDR SP MidCap400 ETF Trust with aggregate AUM in excess of $350 billion. Before ALPS, Mr. Gossard held an 18-year tenure at Citibank and a multitude of job titles making him a versatile compliance professional. Cory holds a degree from Heidelberg University and holds a FINRA Series 7 and ACAMS Certification.
Ethan Silver. Mr. Silver is our Chief Operating Officer. He is a leading lawyer in the FinTech industry, launching and representing many of the leading companies in the space across their offerings and operations in the broker-dealer, crypto and digital advisory businesses. This includes deep knowledge and understanding of the largest platforms operating in the private securities/late-stage pre-IPO investing space. He has also been an investor in many early stage pre-IPO companies. Mr. Silver started his career on the regulatory side as an Enforcement lawyer with the Bureau of Securities in the New Jersey Attorney Generals Office, as well as the Enforcement Division of the NYSE (which was later merged with the NASD to form FINRA). For the last 15 years, he has been on the private side as a Partner at a financial services boutique law firm as well as Lowenstein Sandler LLP. Mr. Silver received his Bachelors Degree from the University of Maryland and his J.D. from New York Law School.
CORPORATE GOVERNANCE
The Board
Board Composition
The Board currently consists of four directors and is divided into three classes as follows: Travis Mason serves as a Class I director (with term ending at the 2026 annual meeting of shareholders); Lee Daley serves as a Class II director (term ending at the Annual Meeting) and Sohail Prasad and Lisa Nelson serve as Class III directors (term ending at the 2025 annual meeting of shareholders).
The Board believes that a classified board of directors serves the best interests of the Company and its shareholders by promoting the continuity and stability of the Company and its business. A staggered election of directors means that over time the Company can ensure that, at any given time, at least a majority of the directors will have had prior experience on the Board. The Board also believes that classification may enhance the Companys ability to attract and retain well-qualified directors who are able to commit the necessary time and resources to understand the Company, its business affairs and operations. The Board believes that the continuity and quality of leadership that results from a staggered Board enhances long-term planning and promotes the long-term value of the Company. Three-year terms provide the Companys directors an appropriate amount of time to develop a deeper and more thorough understanding of the Companys business, competitive environment and strategic goals. Experienced directors are better positioned to provide effective oversight and advice consistent with the best interests of the stockholders. Staggered terms for directors may also moderate the pace of change in the Board by extending the time required to elect a majority of directors from one to three annual meetings of shareholders.
Independent Directors
The Board consists of a majority of directors who are not interested persons of the Company, the Adviser, or any of their respective affiliates (Independent Directors). On an annual basis, each member of the Companys Board is required to complete a questionnaire designed to provide information to assist the Board in determining whether the director is independent under NYSE corporate governance rules, the Exchange Act and the 1940 Act. The Board limits membership on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee to Independent Directors.
Based on these independence standards and the recommendation of the Nominating Committee, after reviewing all relevant transactions and relationships between each director, or any of his family members, and the Company, the Adviser, or of any of their respective affiliates, the Board has determined that Messrs. Mason and Daley and Ms. Nelson qualify as Independent Directors. Each director who serves on the Audit Committee is an independent director for purposes of Rule 10A-3 under the Exchange Act.
Interested Directors
Mr. Prasad is considered an interested person of the Company since he has ownership interest in the Adviser.
Meetings and Attendance
The Board met 3 times during 2023 and acted on various occasions by unanimous written consent in lieu of a meeting. Each of the incumbent directors then in office attended all of the Board meetings held in 2023 as well as all committee meetings held in 2023.
Board Attendance at the Annual Meeting
The Companys policy is to encourage its directors to attend each annual meeting; however, such attendance is not required at this time.
Board Leadership Structure and Oversight Responsibilities
Overall responsibility for the Companys oversight rests with the Board. The Company has entered into an investment advisory agreement (the Investment Advisory Agreement), pursuant to which Destiny Advisors, LLC (the Adviser) manages the Company on a day-to-day basis. The Board is responsible for overseeing the Adviser and the Companys other service providers in accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and the Companys charter. The Board is currently composed of four members, three of whom are Independent Directors.
The Board meets at regularly scheduled quarterly meetings each year. In addition, the Board may hold special in-person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings. Additionally, the Board has established an Audit Committee, Compensation Committee and a Nominating and Corporate Governance Committee and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities.
The Board has appointed Sohail Prasad to serve in the role of Chairman of the Board. Mr. Prasad is considered an interested director because he is an officer of the Company and controls the Adviser. The Chairmans role is to preside at all meetings of the Board and to act as a liaison with the Adviser, counsel and other directors generally between meetings. The Chairman serves as a key point person for dealings between management and the directors. The Chairman also may perform such other functions as may be delegated by the Board from time to time. The Board reviews matters related to its leadership structure annually. The Board believes that Mr. Prasads history with the Company, familiarity with the Advisers investment platform and extensive experience investing in and managing early-stage investments qualifies him to serve as Chairman of the Board. The Board does not have a lead independent director. However, Ms. Nelson, the chair of the Audit Committee, is an independent director and acts as a liaison between the independent directors and management. The Board believes that its leadership structure is appropriate in light of the Companys characteristics and circumstances because the structure allocates areas of responsibility among the individual directors and the committees in a manner that encourages effective oversight. The Board also believes that its size creates a highly efficient governance structure that provides ample opportunity for direct communication and interaction between the Adviser and the Board.
The Company is subject to a number of risks, including investment, compliance, operational and valuation risks, among others. Risk oversight forms part of the Boards general oversight of the Company and is addressed as part of various Board and committee activities. Day-to-day risk management functions are subsumed within the responsibilities of the Adviser and other service providers (depending on the nature of the risk), which carry out our investment management and business affairs. The Adviser and other service providers employ a variety of processes, procedures and controls to identify various events or circumstances that give rise to risks, to lessen the probability of their occurrence and to mitigate the effects of such events or circumstances if they do occur. Each of the Adviser and other service providers has its own independent interest in risk management, and their policies and methods of risk management will depend on their functions and business models. The Board recognizes that it is not possible to identify all of the risks that may affect the Company or to develop processes and controls to eliminate or mitigate their occurrence or effects. As part of its regular oversight of the Company, the Board interacts with and reviews reports from, among others, the Adviser, our Chief Compliance Officer, our independent registered public accounting firm and counsel, as appropriate, regarding risks faced by the Company and applicable risk controls. The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight.
Communications with Directors
Shareholders and other interested parties may contact any member (or all members) of the Board by mail. To communicate with the Board, any individual director(s) or any group or committee of directors, correspondence should be addressed to the Board or any such individual director(s) or group or committee of directors by either name or title. All such correspondence should be sent to Destiny Tech100 Inc., 1401 Lavaca Street, #144, Austin, TX 78701, Attention: Chair of the Audit Committee.
Committees of the Board
The Board has an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee, and may form additional committees in the future. A brief description of each committee is included in this Proxy Statement.
As of the date of this Proxy Statement, the members of each of the Boards committees are as follows (the names of the respective committee chairperson are bolded):
Our Board has determined that Messrs. Mason and Daley and Ms. Nelson meet the current independence and experience requirements of Rule 10A-3 of the Exchange Act. Messrs. Mason and Daley and Ms. Nelson are members of the Audit Committee and Ms. Nelson serves as Chair.
The Board has determined that Ms. Nelson qualifies as an audit committee financial expert, as that term is defined in Item 3 of Form N-CSR.
The Audit Committee met 4 times in 2023. The current charter of the Audit Committee is available on the Companys website at https://d.xyz/proxy.
Nominating Committee Governance, Responsibilities and Meetings
In accordance with its written charter adopted by the Board, the Nominating and Corporate Governance Committee:
The Nominating and Corporate Governance Committee will consider for nomination to the Board candidates submitted by Companys shareholders or from other sources, it deems appropriate. Messrs. Mason and Daley and Ms. Nelson are members of the Nominating and Corporate Governance Committee and Mr. Mason serves as Chair.
The Nominating and Corporate Governance Committee did not meet in 2023. The current charter of the Nominating Committee is available on the Companys website at https://d.xyz/tech100.
Director Nominations
Nomination for election as a director may be made by, or at the direction of, the Nominating and Corporate Governance Committee or by shareholders in compliance with the procedures set forth in our bylaws. Our Nominating and Corporate Governance Committee will consider qualified director nominees recommended by shareholders when such recommendations are submitted in accordance with our bylaws and any applicable law, rule or regulation regarding director nominations. When submitting a nomination for consideration, a shareholder must provide certain information that would be required under applicable SEC rules, including the following minimum information for each director nominee: full name, age and address; principal occupation during the past five years; current directorships on publicly held companies and investment companies; number of our securities owned, if any; and, a written consent of the individual to stand for election if nominated by our Board and to serve if elected by our shareholders. Shareholder proposals or director nominations to be presented at the annual meeting of shareholders, other than shareholder proposals submitted pursuant to the SECs Rule 14a-8 under the Exchange Act, must be submitted in accordance with the advance notice procedures and other requirements set forth in our bylaws. These requirements are separate from the requirements discussed above to have the shareholder nomination or other proposal included in our proxy statement and form of proxy/voting instruction card pursuant to the SECs rules.
Our bylaws require that the proposal or recommendation for nomination must be delivered to, or mailed and received at, the principal executive offices of the Company not earlier than the 150th day prior to the one year anniversary of the date the Companys proxy statement for the preceding years annual meeting, or later than the 120th day prior to the first anniversary of the date of the proxy statement for the preceding years annual meeting. If the date of the annual meeting has changed by more than 30 days from the first anniversary of the date of the preceding years annual meeting, shareholder proposals or director nominations must be so received not earlier than the 150th day prior to the date of such annual meeting and not later than the120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made.
In evaluating director nominees, the Nominating Committee considers, among others, the following factors:
The Nominating Committees goal is to assemble a board that brings to the Company a variety of perspectives and skills derived from high-quality business and professional experience.
Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating Committee also may consider other factors as they may deem are in the best interests of the Company and its shareholders. The Board also believes it appropriate for certain key members of the Companys management to participate as members of the Board.
The Nominating Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to the Companys business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Nominating Committee decides not to re-nominate a member for re-election, the Nominating Committee will identify the desired skills and experience of a new nominee in light of the criteria above. The members of the Board are polled for suggestions as to individuals meeting the aforementioned criteria. Research may also be performed to identify qualified individuals. To date, the Company has not engaged third parties to identify or evaluate or assist in identifying potential nominees, although the Company reserves the right in the future to retain a third-party search firm, if necessary.
The Board has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, the Nominating Committee considers and discusses diversity, among other factors, with a view toward the needs of the Board as a whole. The Board generally conceptualizes diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities that contribute to the Board, when identifying and recommending director nominees. The Board believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Boards goal of creating a Board that best serves the needs of the Company and the interests of its shareholders.
Compensation Committee, Responsibilities and Meetings
In accordance with its written charter adopted by the Board, the Compensation Committee:
Messrs. Mason and Daley and Ms. Nelson are members of the Compensation Committee and Mr. Daley serves as Chair.
The Compensation Committee did not hold any meetings during 2023. The current charter of the Compensation Committee is available on the Companys website at https://d.xyz/tech100.
Code of Ethics
The Company and the Adviser have each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the codes requirements. Our code of ethics is available on the EDGAR Database on the SECs website at http://www.sec.gov.
Hedging, Speculative Trading, and Pledging of Securities
The Board has adopted, as part of the Companys insider trading policy, prohibitions against directors and officers of the Company and any director, officer or employee of the Adviser or administrator buying or selling puts or calls or other derivative securities based on the Companys securities (other than derivative securities issued by the Company, such as convertible notes). In addition, such persons are prohibited from (i) short-selling the Companys securities or entering into hedging or monetization transactions or similar arrangements with respect to the Companys securities, and (ii) pledging the Companys securities in a margin account or as collateral for a loan.
Election of Officers
Officers hold their office until their successors have been duly elected and qualified, or until the earlier of their resignation or removal.
Director Compensation
No compensation will be paid to our directors considered to be interested persons as defined in the 1940 Act. Our Independent Directors who do not also serve in an executive officer capacity for us or the Adviser are entitled to receive annual cash retainer fees, fees for participating in in-person Board and committee meetings and annual fees for serving as a committee chairperson. These directors are Messrs. Mason and Daley and Ms. Nelson. We pay each Independent Director an annual fee of $100,000. They also receive reimbursements of reasonable out-of-pocket expenses incurred in connection with attending each regular Board meeting in person or telephonically. We also reimburse each of the directors for all reasonable and authorized business expenses in accordance with our policies as in effect from time to time, including reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each committee meeting not held concurrently with a Board meeting.
The following table sets forth the compensation received by our directors for the year ended December 31, 2023.
Additionally, the Audit Committee has discussed with Marcum LLP the matters required to be discussed by PCAOB Auditing Standard 2410: Related Parties.
The Audit Committee received and reviewed the written disclosures from Marcum LLP required by the applicable PCAOB rule regarding the independent registered public accounting firms communications with audit committees concerning independence, and has discussed with Marcum LLP its independence. The Audit Committee has reviewed the audit fees paid by the Company to Marcum LLP. It has also reviewed non-audit services and fees to assure compliance with the Companys and the Audit Committees policies restricting Marcum LLP from performing services that might impair its independence.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Companys financial statements as of and for the year ended December 31, 2023 be included in the Companys Annual Report on Form N-CSR filed with the SEC. The Audit Committee also recommended the selection of Marcum LLP to serve as the Companys independent registered public accounting firm for the year ending December 31, 2024 and the Board approved such recommendation.
Respectfully Submitted,
Audit Committee Members
Lisa Nelson Travis Mason Lee Daley
Required Vote
The affirmative vote of the majority of votes cast on the proposal will determine the outcome of the proposal. For the proposal, abstain votes and broker non-votes, if any, will count as shares represented at the meeting for purpose of establishing a quorum but will have no effect on the outcome of the vote.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE SELECTION OF MARCUM LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.
OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING
The Board is not aware of any matters that will be presented for action at the Annual Meeting other than the matters set forth herein. Should any other matters requiring a vote of shareholders arise, it is intended that the proxies that do not contain specific instructions to the contrary will be voted in accordance with the judgment of the persons named in the enclosed form of proxy.
SUBMISSION OF SHAREHOLDER PROPOSALS
Inclusion of Proposals in Our Proxy Statement and Proxy Card Under the SECs Rules
The Company expects that the 2025 annual meeting of shareholders will be held in September 2025, but the exact date, time and location of such meeting have yet to be determined. Any proposal of a shareholder intended to be included in our proxy statement and form of proxy/voting instruction card for the 2025 annual meeting of shareholders pursuant to Rule 14a-8 under the Exchange Act must be received by us on or before April 21, 2025. Such proposals must also comply with the requirements as to form and substance established by the SEC if such proposals are to be included in the proxy statement and form of proxy. All proposals should be addressed to Ethan Silver, Secretary, 1401 Lavaca Street, #144, Austin, TX 78701.
Shareholder proposals or Director nominations to be presented at the 2025 annual meeting of shareholders, other than shareholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, must be submitted in accordance with the advance notice procedures and other requirements set forth in our bylaws. These requirements are separate from the requirements discussed above to have the shareholder nomination or other proposal included in our proxy statement and form of proxy/voting instruction card pursuant to the SECs rules.
Our bylaws require that the proposal or recommendation for director nominations must be delivered to, or mailed and received at, the principal executive offices of the Company not earlier than March 22, 2025, the 150th day prior to the one year anniversary of the date of the Companys proxy statement for the preceding years annual meeting, and not later than 5:00 P.M. Eastern Time on April 21, 2025, the 120th day prior to the first anniversary of the date of the proxy statement for the preceding years annual meeting. If the date of the annual meeting has changed by more than 30 days from the first anniversary of the date of the preceding years annual meeting, shareholder proposals or director nominations must be so received not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 P.M. Eastern Time on the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. The Annual Meeting is more than 30 days before the first anniversary of the 2023 annual meeting and this Proxy Statement is the first public announcement of the Annual Meeting. As such, shareholders may submit proposals for the Annual Meeting by 5:00 P.M. Eastern Time on August 29, 2024.
HOUSEHOLDING
Mailings for multiple shareholders going to a single household are combined by delivering to that address, in a single envelope, a copy of the documents (prospectuses, proxy statements, etc.) or other communications for all shareholders who have consented or are deemed to have consented to receiving such communications in such manner in accordance with the rules promulgated by the SEC. If you do not want to continue to receive combined mailings of Company communications and would prefer to receive separate mailings of Company communications, please contact the Company by telephone at (415) 639-9966 or by mail to 1401 Lavaca Street, #144, Austin, TX 78701
AVAILABLE INFORMATION
Copies of the Companys annual and semi-annual N-CSR reports are available at the Companys website (https://d.xyz/tech100) or without charge, upon request. Please contact the Company by telephone at (415) 639-9966 or mail your request to 1401 Lavaca Street, #144, Austin, TX 78701.
PLEASE VOTE PROMPTLY BY FOLLOWING THE INSTRUCTIONS ON THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS TO VOTE YOUR PROXY VIA THE INTERNET OR REQUESTING, COMPLETING, SIGNING, DATING AND RETURNING A PROXY CARD.
PROXY
DESTINY TECH100 INC.
Annual
Meeting of Stockholders
The stockholder(s) hereby
appoint(s) Sohail Prasad and Ethan Silver or any of them, as proxies, each with the power to appoint his or her substitute, and
hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common
stock of Destiny Tech100 Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at
2:00 p.m., Eastern Time on September 30, 2024 and any adjournment or postponement thereof. The Annual Meeting of Stockholders will
be held virtually. In order to attend the meeting, you must register at
http://viewproxy.com/DXYZ/2024
by 11:59 PM ET on
September 27, 2024. On the day of the Annual Meeting of Stockholders, if you have properly registered, you may enter the meeting by
clicking on the link provided and the password you received via email in your registration confirmations. For further instructions
on how to attend and vote at the Annual Meeting of Stockholders, please see How can I attend the Annual meeting? in the Questions and Answers about the Annual Meeting section of the Proxy Statement.
This
proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in
accordance with the Board of Directors recommendations.
(Continued
and to be marked, dated and signed on other side)
PLEASE
DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available
at
http://viewproxy.com/DXYZ/2024
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