Vivint Smart Home : 2021 Supplemental Proxy Materials

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 Pursuant to §240.14a-12

VIVINT SMART HOME, 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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
• 1. Title of each class of securities to which transaction applies:
  2. Aggregate number of securities to which transaction applies:
     Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
  3. which the filing fee is calculated and state how it was determined):
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• Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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2. Form, Schedule or Registration Statement No.:
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May 12, 2021

Dear Stockholder:

You recently received our Notice of Internet Availability of Proxy Materials (other than those who previously requested electronic or paper delivery) containing instructions on how to access our proxy materials for the 2021 Annual Meeting of Stockholders of Vivint Smart Home, Inc. (the "Company") and vote your shares.

Today, we filed an amendment to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the "Form 10-K/A") to include restated financial statements and related amended disclosure for the reasons set forth in the "Explanatory Note" in the Form 10-K/A.

The Form 10-K/A and the other proxy materials are available online at www.proxyvote.com. If you have previously requested electronic or paper delivery of our proxy materials, a copy of the Form 10-K/A is included with this letter or will be provided electronically.

As a reminder, if you are a stockholder of record, details regarding how you can vote (or change your vote) are contained in the Proxy Statement and have not changed. If you were a stockholder of record at the close of business on April 5, 2021, you may vote your shares over the internet, by telephone or by mail, or you may vote via the internet at the Annual Meeting.

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 1, 2021 to be counted.

To vote by proxy if you were 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.

Thank you for your continued support of Vivint Smart Home, Inc.

Sincerely,

Shawn J. Lindquist

Chief Legal Officer and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

OR

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

Commission file number 001-38246

Vivint Smart Home, Inc.

(Exact name of registrant as specified in its charter)

Delaware	98-1380306
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
4931 North 300 West	84604
Provo, UT
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code [phone]

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading		Name of each exchange on which registered
	Symbol(s)
Class A common stock, par value $0.0001 per		VVNT		New York Stock Exchange
share

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.	Yes ☐	No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.	Yes ☐	No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to

such filing requirements for the past 90 days. Yes ý No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to

submit such files). Yes ý No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting

firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal quarter was $875.6 million.

As of February 25, 2021, there were 203,042,281 shares of Class A common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement relating to its 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this report.

EXPLANATORY NOTE

This Amendment No. 1 ("Amendment No. 1") to the Annual Report on Form 10-K amends the Annual Report on Form 10-K of Vivint Smart Home, Inc. for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission ("SEC") on February 26, 2021 (the "Original Filing"). On May 7, 2021, the Company filed a Current Report on Form 8-K with the SEC disclosing the determination by the audit committee of the board of directors, based on the recommendation of and after consultation with management, that, as a result of the reevaluation described below, the Company will restate previously issued audited consolidated financial statements and related disclosures as of and for the year ended December 31, 2020, along with the relevant unaudited interim financial information for each of the quarterly periods ended March 31, 2020, June 30, 2020 and September 30, 2020 ("Affected Periods"). Refer to Note 2, Restatement of Financial Statements, of Notes to Consolidated Financial Statements of this Amendment No. 1 to the Annual Report on Form 10-K for additional information.

On April 12, 2021, the staff of the SEC released a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs") (the "SEC Staff Statement"). The SEC Staff Statement highlighted potential accounting implications of certain terms that are common in warrants issued in connection with initial public offerings of SPACs. The SEC Staff Statement clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants that could result in the warrants issued by SPACs being classified as a liability measured at fair value, with non-cash fair value adjustments recorded in earnings at each reporting period.

After considering the SEC Staff Statement, the Company re-evaluated its historical accounting for its warrants and determined the need to change the accounting treatment of the private placement warrants and the public warrants issued in connection with the initial public offering of Mosaic Acquisition Corp ("Mosaic") and recorded in the Company's consolidated financial statements as a result of the Company's merger with Vivint Smart Home, Inc., and the reverse recapitalization that occurred on January 17, 2020. The Company's warrants were previously classified as equity. Based on management's evaluation, the audit committee of the board of directors, in consultation with management, determined that the Company's warrants should have been classified as liabilities measured at fair value on the closing date of the merger with Mosaic, with subsequent changes in fair value reported in the Company's consolidated statements of operations each reporting period.

The Company is filing this Amendment No. 1 to amend and restate the previously issued financial statements to correct the misapplication of the accounting for warrants, as well as certain other previously identified adjustments that were not previously deemed material to the Affected Periods. A summary of the accounting impact of these adjustments to the Affected Periods is provided in Note 2, Restatement of Financial Statements, of Notes to Consolidated Financial Statements of this Amendment No. 1 to the Annual Report on Form 10-K.

This Amendment No. 1 to the Annual Report on Form 10-K also amends and restates the Company's Selected Financial Data, Management's Discussion and Analysis of Financial Condition and Results of Operations, Risk Factors and other disclosures made in the