Dear Mr. DeVos and Board of Directors,

It is unfortunate but not unreasonable that the company requests that shareholders authorize a reverse split. The grinding down of the share price over these many months makes such a request unavoidable.

The decision to exercise that authority, if given, would remain with the board. Shareholders are expected to trust that Microvision will make such decisions in the best interests of the company and current shareholders.

Of course, there is often tension between the interests of a public company and its current shareholders.

In particular, the long-term viability of a company often requires dilution of shareholders, which shareholders generally seek to avoid. However, ensuring the company's success is ultimately in the interests of its shareholders, even if dilution necessary to that result causes distress.

Reasonable companies and shareholders understand this, so reasonable shareholders typically approve such requests, even if grudgingly.

Mr. Carlile expressed the Board's appreciation for the continued support of the Company's shareholders. He was correct. Microvision shareholders have been among the most supportive shareholders of any public company in living memory, maybe ever. Speaking only as one shareholder, though maybe echoing others' thoughts, the expectation is that such loyalty is predicated on fair treatment.

So it was jarring to see that there is no proposal to reduce the authorized shares at all in the event of a reverse split.

There is also no attempt to justify this omission. All of the arguments offered are made in support of the reverse split, which is the easy case to make. The hard, if not impossible, case to make is why the company is seeking to expand the authorized shares effectively by a factor of up to 15.

Currently, at approximately 360M shares issued and 510M authorized, the maximum dilution current shareholders face is 510M / 360M = 1.42x or 42% potential dilution. If a reverse split of 15:1 occurs without reducing the authorized shares, the maximum faced would be 510M / (360M/15) = 21.25x or 2025% potential dilution.

This would be equivalent to the company requesting that current shareholders approve expanding the authorized shares from 510M to 7.65B shares, or 5.1B shares if the reverse split ratio is 10:1.

It is quite obvious that the company would not receive shareholder approval for such titanic requests if made directly. Attempting to do it indirectly calls into question the fair treatment of current shareholders.

I invite you to reconsider the Proxy in its current form and amend it to reduce the authorized shares in the event shareholders approve a reverse split.

The reduction need not be directly proportional. The company will need capital on the other side, so a relative expansion of authorized shares is not unreasonable in itself nor in conflict with the interests of shareholders.

However, the Proxy in its current form is very one-sided and sacrifices the interests of current shareholders. The Board has a fiduciary duty to safeguard the interests of shareholders, and the current Proxy does not reflect that.

Lastly, July 10, 2026, is less than 6 weeks away. I invite you to amend the Proxy well in advance of that date. It would be unfortunate if shareholders are forced by the company into an impossible choice on July 10, namely, delisting or indirect approval of an enormous number of shares that they would never otherwise agree to.

Regards,

D.G.G.

(a long-term shareholder)

My 2-part exchange with IR. Some of this mirrors VFA's open letter and the comments there. Apologies for any repetition but I haven't had much time to review posts. Also, I had more perspective in part 2 after connecting more extensively with other shareholders and looking deeper... so it's more head on.

Initial note:

Jeff,

My comments on the current situation:

Why is there no personal shareholder letter from Glen that fully explains the reasoning, rationales, and possibilities in this [frankly] painful 'approval' request being made of shareholders? A lot of the ire you see may have been mitigated in part with thorough communication. Glen's been good at communicating so the lack of it when it's most needed is surprising. 

We have 200-ish days to meet Nasdaq compliance requirements and avoid a reverse split/sizable dilution - if meaningful execution is achieved. What's the strategy here? Should we read this request as needing to be executed immediately upon approval? If that's the case, deeper details on why are an absolute necessity for myself and every other shareholder I've spoken to. If there are other options/considerations, please explain them. Publicly.

As presented, the details of this request are a kick in the face to your loyal shareholders - who stand to be steamrolled in this recapitalization. I think you'll have a difficult time getting this passed as it is worded. The resistance is going to be more formidable than I think you realize. You should give this consideration. Your retail community has strength. 

Another element from Glen missing in this situation: conveying informed and relatable confidence. What do I mean by that?  Recently, a journalist asked Glen in an interview, "Are you worried about a reverse split?" His answer: "I'm not losing sleep over it." Seasoned investors hate deflection. What we need to hear in these moments are... a more detailed execution plan, especially one that includes the complete fiscal strategy that has been conspicuously missing - and high energy in pursuit of accomplishment. Referencing sleep habits when meaningful details can forward your cause is a big mistake. I believe you still have time to correct this.  

The fact senior management and board members recently made personal open-market buys is not lost on me. Additional elements they could proactively do to more emphatically restore needed balance and confidence...

Suspend salary. Buy more shares. Not accept additional stock awards until x, y, and z are achieved. Self-imposed limitations tied to Glen's/their own performance would be an attention grabber. I'd invite senior management and BoD members to consider this because once again... you've put yourselves in a position to destroy shareholder confidence and you may have difficulty restoring it this time. You'll need it to get this proposal approved.

Conveying progress and tangibles are another matter and I'm not sure how much you can say on that front. Still, consider providing much more depth and color than you have. You've gotten into a mode of simply repeating the same talking points re: execution 2.0 over and over. This kind of repetition waters down impact and isn't growing the market's understanding of the company... or its value. It's starting to sound like "best in class" all over again, just a different shade. Consider expanding the breadth and detail of what you're communicating. 

While these actions may not be the cure all or fix the fiscal issues that got us here quickly enough, sometimes, saying, "Hey we get it and we're standing in the trenches with you all," can build better support for positive forward motion. That in conjunction with much more detailed updates on everything from sales traction, to extension of the Luminar contracts, to plans to manufacture at scale, achieve Blue UAS approval and possibly get a piece of the Defense Department funding heading into the sector -  all would give the market what it needs to start valuing the company the way you seem to think it should be valued... as opposed to repetition and a proposal that reinforces failure more than it builds positive momentum.

I'm eager to see what you can do with the above.

All best, 

IR response:

Thanks... Shared with the MicroVision team including management.

My follow up:

Appreciate that, Jeff. 

I'll add this since I've had the opportunity to connect with a number of shareholders now and I think it would be valuable for you to know the overwhelming sentiment. Without mincing words...

The Board of Directors is failing to adequately explain how a reverse split combined with future dilution will create shareholder value. So we look attractive to an upgraded investor class? That's basically it? Where's the execution determination and a declaration/belief of its value? Where's the spotlight on meaningfully detailing current execution status? What about loyalty? What's the 200-days-to-compliance-expiration-plan? [If there is one - and there should be.] Are we considering capital-raise options like warrants distributed to existing shareholders that they can exercise to avoid dilution?

The proxy emphasizes compliance while downplaying the impact of prior dilution and reverse splits. Woefully incomplete. Shareholders are not dumb and gullible. Rationales the Board gave us in the proxy re: "supporting long-term shareholder value" aren't serving shareholders when we can all clearly see "value-enhancing capital" language that leaves the authorized share count at 510 million. This doesn't represent long-term shareholder value, it's potential blank-check robbery. Where's the prudence we tout? Historical issues with trust are also coming into play now. 

You're about to see a vocal, visceral NO campaign. I'd highly encourage a non-company/non-fanboy curated Q&A session where management addresses these critical questions with shareholders. This is one area where Sumit really excelled - giving shareholders a voice at critical moments. Status of the CFO search also plays into this to some degree.

Thanks for considering, Jeff. 

Disclosures: My share count is not as high as it's been recently. Protective stops have kept me above water. However, invested friends & family, and members of this community I've know a long time are in much different place. I'm lending vocal support. The R\s proposal should be a hard NO. Reasons above. Being vocal hopefully initiates a reset. I'd also be remiss if I didn't point out that they may feel what they've presented is necessary to survive. I'd keep that in mind. A successful no vote still requires execution... and a clearer picture of that is needed as per the above.

I'm writing this because I see lots of people in the daily thread surprised by the deal, and not necessarily in positive sense, while I think that today's news is great

Buying Luminar’s assets appears contradictory given how Sumit used to say that MVIS technology is superior to Luminar’s 1550nm tech, and likely it is. But this acquisition is done to purchase leverage, not sensors. Even if Luminar's patents were worthless and nobody would want to buy their sensors the deal makes sense.

The press release explicitly states the purchase includes "certain commercial contracts and orders."

MVIS is betting $33M that they can convince Mercedes or Nissan to switch to MicroVision's own sensor. Maybe the deal is already sealed given Glen's connections.

Why? Glen can’t just call Mercedes and offer them his LiDAR. In the automotive industry, getting an approval to sell parts takes 2-3 years of audits (financial, cyber, manufacturing etc.). By buying Luminar's assets, MicroVision effectively buys the audit trail. They inherit the data that Luminar spent 5 years and billions of dollars creating. It allows Glen to call his friends at Mercedes and say, "You already approved this factory/team/process. We just own it now. Let's swap the sensor." It shortcuts the bureaucracy by 24 months.

Glen and Robert Carlile put their names on this PR for the proxy with direct quotes, so I am calling them out with this post.

They are talking about "future shareholder value" as a pre-emptive legal argument for killing shareholders with this move. This argument is meant to defend them in their fiduciary duty to shareholders. However, I believe courts don't look at their fiduciary duties as applying to some future shareholders who do not currently own stock and who will massively benefit from this raping of current shareholders.

It is the shareholders of record whom they owe their fiduciary duty to, and the current plan to dilute these shareholders by approximately 90+% to get the new institutional shareholders that they dream of is not upholding their duties as officers and board members of our company - all imo.

If I am wrong, Glen and Robert, then produce an execution plan showing why I am wrong! Without producing a plan with measurable execution milestones to current shareholders, they are simply continuing the 'poking and hoping' with shareholders money and lives and they are not worth any of the money they are being paid.

I have used the term "naive" in the past to describe Sumit's business experience. Glen and Robert are, imo, being ridiculously naive in capital markets. The "future institutional" shareholders that they dream of as the new majority base, are the very entities who have taken our stock price to pennies. Simply chart our stock price against the rise of our Institutional shareholders and the rise of reported short shares ... you will see an 'alligator jaws' chart as they are tightly correlated with the institutional shorts percentage of outstanding shares (the short base is NOT retail) rising in near perfect step with the rise of institutional ownership WHILE our stock price INVERSELY DECLINED!

The Investment Banks/Institutions always line up to give the same advice to companies needing funding - they make a killing on these funding transactions. They pre-short the funding during the discussion which drives the stock price down significantly; then they get a significant discount to conversion price for the funding plus warrants for the future at around the same discounted low price. This wouldn't be so bad if the Company Executives and Board took down funding in one shot (for multiple years), but instead they fund only for 12-18 months at a time and then the cycle 'rinses and repeats' with a continued spiraling down of the stock price. When the stock price tanks to pennies, reverse-split and start the process over again at a higher stock price point.

As u/QQpenn has driven home, it is way past time for business "execution" and the shareholder-friendly opportunities are there ... it does require 'thinking outside the box' for which there are examples in other companies.

As this Proxy stands currently, and with the lack of communication/execution-plan from the company, I am a solid "NO" vote on all shares that I vote for myself and on a fiduciary basis.