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Printmgr File April 27, 2020 Dear Stockholder: Please join us for Vivint Smart Home, Inc.’s Annual Meeting of Stockholders on Tuesday, June 9, 2020, at 10:00 a.m., Mountain Time. Due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our stockholders and associates, the Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/VVNT2020. Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting. This Proxy Statement and the enclosed proxy card and annual report are first being sent to stockholders on or about April 27, 2020. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy. Whether or not you plan to attend the meeting, your vote is important to us. You may vote your shares by proxy on the internet, by telephone or by completing, signing and promptly returning a proxy card, or you may vote via the internet at the Annual Meeting. We encourage you to vote by proxy by internet, by telephone or by proxy card even if you plan to attend the Annual Meeting. By doing so, you will ensure that your shares are represented and voted at the Annual Meeting. Thank you for your continued support of Vivint Smart Home, Inc. Sincerely, David F. D’Alessandro Todd R. Pedersen Chairman of the Board of Directors Chief Executive Officer VIVINT SMART HOME, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TIME 10:00 a.m., Mountain Time, on Tuesday, June 9, 2020 VIRTUAL LOCATION You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/VVNT2020. You will need to have your 16-Digit Control Number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Annual Meeting. ITEMS OF BUSINESS 1. To elect the director nominees listed in the Proxy Statement. 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020. 3. To approve, in a non-binding advisory vote, the compensation paid to our named executive officers. 4. To determine, in a non-binding advisory vote, whether a non-binding stockholder vote to approve the compensation paid to our named executive officers should occur every one, two or three years. 5. To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. RECORD DATE You may vote at the Annual Meeting if you were a stockholder of record at the close of business on April 21, 2020. A list of the stockholders of record at the close of business on April 21, 2020 will be open for examination by any stockholder for any purpose germane to the Annual Meeting electronically for a period of 10 days prior to the Annual Meeting and during the Annual Meeting at www.virtualshareholdermeeting.com/VVNT2020 when you enter your 16-Digit Control Number. VOTING BY PROXY To ensure your shares are voted, you may vote your shares by proxy over the internet, by telephone or by mail. Voting procedures are described on the following page and on the proxy card. By Order of the Board of Directors, Shawn J. Lindquist Chief Legal Officer and Secretary April 27, 2020 Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on Tuesday, June 9, 2020: This Proxy Statement and our Annual Report are available free of charge at www.proxyvote.com. A list of the stockholders of record at the close of business on April 21, 2020 will also be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting and during the Annual Meeting at www.virtualshareholdermeeting.com/ VVNT2020. PROXY VOTING METHODS If at the close of business on April 21, 2020, you were a stockholder of record or held shares through a broker or bank, you may vote your shares by proxy at the Annual Meeting. If you were a stockholder of record, you may vote your shares over the internet, by telephone or by mail, or you may vote via the internet at the Annual Meeting. You may also revoke your proxies at the times and in the manners described in the General Information section of this Proxy Statement. For shares held through a broker, bank or other nominee, you may submit voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions. If you are a stockholder of record, your internet, telephone or mail vote must be received by 11:59 p.m., Eastern Time, on June 8, 2020 to be counted. To vote by proxy if you are a stockholder of record: BY INTERNET • Go to the website www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week. • You will need the 16-digit number included on your proxy card to obtain your records and to create an electronic voting instruction form. BY TELEPHONE • From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week. • You will need the 16-digit number included on your proxy card in order to vote by telephone. BY MAIL • Mark your selections on the proxy card. • Date and sign your name exactly as it appears on your proxy card. • Mail the proxy card in the enclosed postage-paid envelope provided to you. YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING. TABLE OF CONTENTS GENERAL INFORMATION ............................................................... 1 PROPOSAL NO. 1—ELECTION OF DIRECTORS ............................................. 6 THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS ....................... 10 PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ................................................................................ 20 REPORT OF THE AUDIT COMMITTEE ..................................................... 23 PROPOSAL NO. 3—NON-BINDING VOTE ON EXECUTIVE COMPENSATION ................... 24 PROPOSAL NO. 4—NON-BINDING VOTE ON THE FREQUENCY OF FUTURE NON-BINDING VOTES ON EXECUTIVE COMPENSATION ............................................... 25 EXECUTIVE OFFICERS OF THE COMPANY ................................................ 26 REPORT OF THE COMPENSATION COMMITTEE ........................................... 28 EXECUTIVE COMPENSATION ........................................................... 29 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ............ 65 TRANSACTIONS WITH RELATED PERSONS ............................................... 67 STOCKHOLDER PROPOSALS FOR THE 2021 ANNUAL MEETING ............................. 72 HOUSEHOLDING OF PROXY MATERIALS ................................................. 73 OTHER BUSINESS ...................................................................... 73 EXHIBIT 16.1—LETTER FROM WITHUMSMTIH+BROWN, PC TO THE U.S. SECURITIES AND EXCHANGE COMMISSION, DATED APRIL 23, 2020 ....................................... 74 VIVINT SMART HOME, INC. 4900 North 300 West Provo, Utah 84604 Telephone: (801) 377-9111 PROXY STATEMENT Annual Meeting of Stockholders June 9, 2020 GENERAL INFORMATION Why am I being provided with these materials? This proxy statement and the enclosed proxy card and annual report are first being sent to stockholders on or about April 27, 2020. We have delivered these proxy materials to you in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of Vivint Smart Home, Inc. (“we,” “our,” “us” and the “Company”) of proxies to be voted at our Annual Meeting of Stockholders to be held on June 9, 2020 at 10:00 a.m. (the “Annual Meeting”), and at any postponements or adjournments of the Annual Meeting. This year’s Annual meeting will be a completely “virtual” meeting of stockholders. You are invited to attend the virtual Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/VVNT2020. What am I voting on? There are four proposals scheduled to be voted on at the Annual Meeting: • Proposal No. 1: Election of the director nominees listed in this Proxy Statement. • Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020. • Proposal No. 3: Approval, in a non-binding advisory vote, of the compensation paid to our named executive officers. • Proposal No. 4: Determination, in a non-binding advisory vote, of whether a non-binding stockholder vote to approve the compensation paid to our named executive officers should occur every one, two or three years. Who is entitled to vote? Stockholders as of the close of business on April 21, 2020 (the “Record Date”) may vote at the Annual Meeting. As of that date, there were 177,901,334 shares of common stock outstanding. You have one vote for each share of common stock held by you as of the Record Date, including shares: • Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”); and • Held for you in an account with a broker, bank or other nominee (shares held in “street name”)—Street name holders generally cannot vote their shares directly and instead must instruct the brokerage firm, bank or nominee how to vote their shares. What constitutes a quorum? The holders of record of a majority of the voting power of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting must be present in person or represented by proxy to constitute a quorum for the Annual Meeting. Abstentions and “broker non-votes” that are present and entitled to vote are counted for purposes of determining a quorum.
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