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 ☒      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 under §240.14a-12

CLEAR SECURE, 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):

 

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.


LOGO

Your Vote Counts! CLEAR SECURE, INC. 2024 Annual Meeting ••• Vote by June 12, 2024 ·• :·: • • • • :·: • · C L E A R 11:59 PM ET ® •••••• ••• CLEAR SECURE, INC. 85 JQTH AVE 9TH FLOOR NEW YORK, NY 10011 V38041 -P02356 You invested in CLEAR SECURE, 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 June 13, 2024. Get informed before you vote View the Notice and Proxy Statement and Form 10 -K online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 30, 2024. 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) call1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com . If sen ding an email, please include your control number (indicated below) in the subject line. Unless requested, you wi ll not otherwise receive a paper or email copy. Smartphone users Vote Virtually at the Meeting* Point your camera here and June 13, 2024 8:00a .m., Eastern Time vote without entering a ~Inumber Virtually at: www.virtualshareholdermeeting.com/YOU2024 *Please check the meeting materials for any specia l requirements for meeting attendance.


LOGO

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 these important matters. Board Voting Items Recommends 1. Election of the following nominees as directors: Nominees: 01) Caryn Seidman Becker OS) Tomago Collins ~For 02) Kenneth Cornick 06) Shawn Henry 03) Michael Z. Barkin 07) Kathryn Hol lister 04) Jeffery H. Boyd 08) Adam Wiener 2. Ratification of the appointment of our independent registered public accounting firm . ~For 3. Approva l of, on an advisory basis, the compensation of our named executive officers. ~For 4. Approva l of an amendment to the Clear Secure, Inc. Second Amended and Restated Certificate of Incorporation to ~For limit the liability of certain officers to reflect 2022 amendments to the Delaware General Corporation law. 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”.