Compensation and Governance - The compensation committee is responsible for reviewing and approving the CEO's compensation based on annual corporate goals and objectives [339]. - The compensation committee may retain independent advisers and is responsible for their appointment and oversight [341]. - The company has agreed to pay its Sponsor $10,000 per month for up to 18 months for office space and administrative support [340]. Director Nomination and Qualifications - The nominating and corporate governance committee assists the board in identifying and recommending candidates for director nominations [342]. - The company has not established specific minimum qualifications for director candidates but considers various factors such as integrity and professional reputation [344]. Business Conduct and Ethics - The Code of Business Conduct and Ethics applies to all directors, officers, and employees, and amendments will be disclosed on the company's website [345]. - Officers and directors are required to present business opportunities to the corporation if they are within its line of business and financially feasible [346]. Business Combinations and Valuation - The company will obtain an independent valuation opinion if pursuing a business combination with an affiliated entity [350]. Indemnification and Insurance - The Amended and Restated Certificate of Incorporation provides indemnification for officers and directors to the fullest extent allowed by Delaware law [353]. - The company has purchased directors' and officers' liability insurance to cover defense costs and indemnification obligations [354].
Athena Technology Acquisition II(ATEK) - 2022 Q4 - Annual Report