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
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| o | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
Lindblad Expeditions Holdings, 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):
| x | 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. |
| Lindblad Expeditions Holdings, Inc. Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be held virtually on June 10, 2026 at 10:00 A.M. EDT. This communication is not a form of voting and presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Proxy Statement and Annual Report are available at https://web.viewproxy.com/lindblad/2026 If you want to receive a paper or email copy of these documents, you must request one by following the instructions below on or before June 2, 2026 to facilitate timely delivery. There is no charge to you for requesting a copy. Important information regarding the Internet availability of the Company’s proxy materials, instructions for accessing your proxy materials and voting online, and instructions for requesting paper or e-mail copies of your proxy materials are outlined in this Notice. You must use the 11-digit Virtual Control Number located in the box to attend the Annual Meeting virtually, to vote via Internet, or to request proxy materials. CONTROL NUMBER STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. To the Stockholders of Lindblad Expeditions Holdings, Inc.: The 2026 Annual Meeting of Stockholders of Lindblad Expeditions Holdings, Inc. will be held virtually on June 10, 2026 at 10:00 A.M. EDT. As a Registered Holder, you may attend and vote your shares at the virtual Annual Meeting by registering at https://web.viewproxy.com/lindblad/2026 and using the Virtual Control Number above. Your registration must be received by 11:59 p.m. EDT on June 7, 2026. On the day of the Annual Meeting, if you have properly registered, you may log in using the link you received via email in your registration confirmation and follow the instructions to vote your shares. Please have your Control Number with you during the Annual Meeting in order to vote. Further instructions on how to attend and vote during the Annual Meeting are contained in the Proxy Statement in the section titled “About the Annual Meeting.” The Board recommends a vote “FOR” all nominees listed in Proposal 1, “FOR” Proposals 2, and 3. Proposal 1: Election of Directors NOMINEES: Class B Directors 01 L. Dyson Dryden 02 John M. Fahey 03 Catherine B. Reynolds 04 Andy Stuart Proposal 2: The approval, on an advisory basis, of the 2025 compensation of our named executive officers. Proposal 3: The ratification of the appointment of Ernst & Young LLP as our independent registered certified public accounting firm for fiscal 2026. NOTE: To conduct any other business properly brought before the Annual Meeting or any adjournment, postponement, or rescheduling thereof. |
| Internet: Go to https://web.viewproxy.com/lindblad/2026 Have the 11-digit Control Number available when you access the website and follow the instructions. Telephone: Call 1-877-777-2857 Toll Free E-Mail: By e-mail at: requests@viewproxy.com * If requesting material by e-mail, please send a blank e-mail with the company name and your 11-digit Virtual Control Number in the subject line. No other requests, instructions, or other inquiries should be included within this email request. The Securities and Exchange Commission rules permit us to make our proxy materials available to our stockholders via the Internet. Material for this Annual Meeting and future meetings may be requested by one of the following methods: Via Internet prior to the Annual Meeting: Go to www.AALVote.com/LIND Have your 11-digit Virtual Control Number available and follow the prompts. • Your electronic vote prior to the Annual Meeting authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned a proxy card. Via Internet during the Annual Meeting: Go to www.AALVote.com/LIND Have your 11-digit Control Number available and follow the prompts. VOTING METHODS Lindblad Expeditions Holdings, Inc. CONTROL NUMBER |
