DEFA14A 1 d466045ddefa14a.htm DEFA14A DEFA14A





Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )



Filed by the Registrant  ☒

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))


Definitive Proxy Statement


Definitive Additional Materials


Soliciting Material Pursuant to Section 240.14a-12

ChargePoint Holdings, 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 all boxes that apply):


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.






                        CHARGEPOINT HOLDINGS, INC.

                        240 EAST HACIENDA AVENUE

                         CAMPBELL, CA 95008









You invested in CHARGEPOINT HOLDINGS, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on July 18, 2023.

Get informed before you vote

View the Notice and Proxy Statement and 10-K Wrap online OR you can receive a free paper or email copy of the material(s) by requesting prior to July 4, 2023. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit, (2) call 1-800-579-1639 or (3) send an email to If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.




Smartphone users



Vote Virtually at the Meeting*

July 18, 2023

10:00 AM PDT

Point your camera here and
vote without entering a
control number

        Virtually at:




    *Please check the meeting materials for any special requirements for meeting attendance.


  Vote at




This is an overview of the proposals being presented at the

upcoming stockholder meeting. Please follow the instructions on

the reverse side to vote on these important matters.


 Voting Items



Board Recommends


  1.   Election of Class III directors    
  01)  Pasquale Romano      LOGO   For
  02)  Elaine L. Chao       
  03)  Bruce Chizen       
  04)  Michael Linse       



  The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2024;   LOGO   For



  The advisory approval of the compensation of our named executive officers (“Say-on-Pay”); and   LOGO   For
  4.   The approval of the amendment and restatement of our Second Amended and Restated Certificate of Incorporation to provide for the exculpation of certain officers of the Company as permitted by Delaware law.   LOGO   For
  NOTE: Such other business as may properly come before the meeting or any adjournment thereof.        






            Prefer to receive an email instead? While voting on, be sure to click “Delivery Settings”.