COASTAL FINANCIAL CORP — Proxy Solicitation & Information Statement 2021

Apr 9, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. ___)

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Coastal Financial Corporation

(Name of Registrant as Specified in Its Charter)

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April 9, 2021

Dear Shareholder:

You are cordially invited to attend the 2021 Annual Meeting of Shareholders (the “annual meeting”) of Coastal Financial Corporation (the “Company”). The annual meeting will be held on Monday, May 24, 2021 at 6:00 p.m., local time and will be held in a completely virtual format. There will not be a physical location for the annual meeting. As a result of the continued public health impact of the COVID-19 pandemic and to prioritize the health and well-being of meeting participants, this year’s annual meeting will be held in a virtual only format via live webcast. To attend the virtual annual meeting you must register in advance at https://register.proxypush.com/CCB prior to the registration deadline of May 23, 2021 at 5:00 p.m. local time.

The notice of annual meeting and proxy statement appearing on the following pages describe the formal business to be transacted at the annual meeting. Directors and officers of the Company, as well as a representative of Moss Adams LLP, the Company’s independent registered public accounting firm, will be present to respond to appropriate questions of shareholders.

It is important that your shares are represented at this meeting, whether or not you attend the annual meeting virtually and regardless of the number of shares you own. To make sure your shares are represented, we urge you to vote online or to mail your completed proxy card. You may attend and participate in the annual meeting virtually via live webcast by registering in advance at https://register.proxypush.com/CCB prior to the registration deadline of May 23, 2021 at 5:00 p.m. local time. You will be able to vote electronically and submit questions during the annual meeting only if you register to attend the annual meeting.

If you attend the virtual annual meeting, you may vote virtually even if you have previously voted online or if you have mailed a proxy card.

We look forward to seeing you at the annual meeting.

Sincerely,

Eric M. Sprink

President and Chief Executive Officer

This proxy statement is first being sent to the shareholders of the Company on or about April 9, 2021.

NOTICE OF THE 2021 ANNUAL MEETING OF SHAREHOLDERS OF

COASTAL FINANCIAL CORPORATION

TIME AND DATE:	6:00 p.m., local time, on Monday, May 24, 2021.
PLACE:	Internet webcast only. To attend the virtual annual meeting you must register in advance at https://register.proxypush.com/CCB prior to the registration deadline of May 23, 2021 at 5:00 p.m. local time. There will not be a physical location for the annual meeting.
ITEMS OF BUSINESS:	(1)	To elect Sadhana Akella-Mishra, Sarah Elliott, Eric M. Sprink and Pamela Unger, to serve for a term of three years until the 2024 annual meeting of shareholders;
	(2)	To approve the First Amendment to the Coastal Financial Corporation 2018 Omnibus Incentive Plan (the “2018 Plan”), including an increase in the number of authorized shares under the 2018 Plan;
	(3)	To ratify the selection of Moss Adams LLP by the Audit Committee of the Board of Directors as our independent registered public accounting firm for fiscal year 2021; and
	(4)	To transact such other business as may properly come before the annual meeting and any adjournment or postponement of the meeting.
RECORD DATE:	To vote, you must have been a shareholder at the close of business on March 22, 2021. A complete list of such shareholders will be available for inspection at the Company’s offices in Everett, Washington during normal business hour for a period of 10 days prior to the 2021 Annual Meeting of shareholders, and also during the annual meeting until the close of such meeting.
ATTENDANCE AND VOTING:	You may attend the annual meeting virtually by registering in advance at https://register.proxypush.com/CCB prior to the registration deadline of May 23, 2021 at 5:00 p.m. local time. Shareholders may vote and submit questions while attending the annual meeting virtually via the live webcast. You will need the control number located on either your notice of internet availability or your proxy card to register for the annual meeting.

Your vote is important. It is important that your shares be represented and voted at the annual meeting. You can vote your shares online or by completing and returning the proxy card or voting instruction card sent to you. Voting instructions are printed on your proxy card or voting instruction card and are included in the accompanying proxy statement. You can revoke a proxy at any time before its exercise at the annual meeting by following the instructions in the proxy statement. Whether or not you plan to attend the annual meeting, please vote online or by marking, signing, dating and promptly returning the proxy card or voting instruction card.

●
Joel G. Edwards
Corporate Secretary
Everett, Washington
April 9, 2021