ChargePoint Holdings, Inc. — Proxy Solicitation & Information Statement 2023

May 25, 2023

DEFA14A 1 d466045ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☐

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☐ 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)

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CHARGEPOINT HOLDINGS, INC. 240 EAST HACIENDA AVENUE CAMPBELL, CA 95008 V18283-P92096

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 www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. 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	●
Point your camera here and
vote without entering a
control number
●	Virtually at: www.virtualshareholdermeeting.com/CHPT2023

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

V1.1

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

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 — 1.	Election of Class III directors	Board Recommends
	Nominees:
	01) Pasquale Romano	●	For
	02) Elaine L. Chao
	03) Bruce Chizen
	04) Michael Linse
2.	The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting
firm for our fiscal year ending January 31, 2024;	●	For
3.	The advisory approval of the compensation of our named executive officers (“Say-on-Pay”); and	●	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.	●	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 www.ProxyVote.com, be sure to click “Delivery Settings”.

V18284-P92096