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 ☒
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 under 240.14a-12 |
| FOXO TECHNOLOGIES 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 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. |
FOXO TECHNOLOGIES INC.
729 N. Washington Ave., Suite 600
Minneapolis, MN 55401
TO THE STOCKHOLDERS OF FOXO TECHNOLOGIES INC.:
It is my pleasure to invite you to attend the 2025 special meeting of stockholders (the Special Meeting), of FOXO Technologies Inc. to be held at 9:30 a.m., Central Time on January 17, 2025. The formal meeting notice and proxy statement for the Special Meeting are attached.
The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting www.cstproxy.com/foxotechnologies/2025
We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and the company. The virtual meeting format allows attendance from any location in the world.
Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by internet, telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Special Meeting. Instructions on voting your shares are on the proxy materials you received for the Special Meeting. Even if you plan to attend the Special Meeting online, it is strongly recommended you complete and return your proxy card before the Special Meeting date, to ensure that your shares will be represented at the Special Meeting if you are unable to attend. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on January 16, 2025. If you attend the Special Meeting online and wish to vote at the Special Meeting, you will be able to do so even if you have previously returned your proxy card.
On behalf of our Board of Directors, thank you for your continued support and interest.
| January 6, 2025 | Sincerely, |
| /s/ Bret Barnes | |
| Bret Barnes | |
| Director and Chairman of the Board of Directors |
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729 N. Washington Ave., Suite 600
Minneapolis, MN 55401
NOTICE OF 2025 SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 17, 2025
TO THE STOCKHOLDERS OF FOXO TECHNOLOGIES INC.:
Notice is hereby given that the 2025 special meeting of stockholders (the Special Meeting) of FOXO Technologies Inc., a Delaware corporation, and its subsidiaries (the Company, FOXO, our, we or us), will be held as a virtual meeting via live audio webcast on January 17, 2025, at 9:30 a.m., Central Time, for the following purposes, as more fully described in the accompanying proxy statement (the Proxy Statement):
1. To approve, for purposes of complying with NYSE American Rule 713, pursuant to the terms of the Companys Series A Cumulative Convertible Redeemable Preferred Stock (the Series A Preferred Stock): (i) the issuance of shares of Class A Common Stock in an amount equal to or in excess of 20% of our Class A Common Stock outstanding when the Series A Preferred Stock was authorized, upon conversion of the shares of Series A Preferred Stock; and (ii) the voting terms thereof, which may constitute a Change of Control as defined by the NYSE American Rules;
2. To approve the adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of the foregoing proposal if there are not sufficient votes to approve the foregoing proposal; and
3. Such other matters as may properly come before the Special Meeting or any lawful adjournment or postponement thereof.
Pursuant to our Amended and Restated Bylaws (the Bylaws), our Board has fixed the close of business on January 3, 2025 as the record date (the Record Date) for determination of stockholders entitled to notice and to vote at the Special Meeting and any adjournment or postponement thereof. Only holders of record of the Companys common stock and Series A Preferred Stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment or postponement thereof.
Our Special Meeting will be a virtual meeting of stockholders which will be conducted exclusively online via live audio webcast.
You will be able to attend the Special Meeting via live audio webcast by visiting FOXOs virtual meeting website at www.cstproxy.com/foxotechnologies/2025 on January 17, 2025, at 9:30 a.m., Central Time. Upon visiting the meeting website, you will be prompted to enter the 9-digit Control Number provided to you on the Notice that you received for the Special Meeting. The unique Control Number allows us to identify you as a stockholder and will enable you to securely log on, vote and submit questions during the Special Meeting on the meeting website. Further instructions on how to attend and participate in the Special Meeting via the Internet, including how to demonstrate proof of stock ownership, are available at www.cstproxy.com/foxotechnologies/2025
Your vote is very important. Whether or not you attend the Special Meeting virtually, it is important that your shares be represented. You may vote your proxy by telephone or through the Internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you. Voting instructions are provided in the enclosed proxy card and included in the accompanying Proxy Statement. Even if you have voted by proxy, you may still vote in person if you attend the Special Meeting. If you participate virtually in the Special Meeting, you may vote at that time, even if you previously submitted your vote. Even if you plan to participate in the Special Meeting, we urge you to vote as soon as possible over the Internet, by telephone or by mail as described in the Proxy Statement.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SPECIAL MEETING TO BE HELD ON JANUARY 17, 2025: THE COMPANYS PROXY MATERIALS ARE
AVAILABLE AT WWW.CSTPROXY.COM/FOXOTECHNOLOGIES/2025
| January 6, 2025 | By Order of our Board of Directors |
| /s/ Bret Barnes | |
| Bret Barnes | |
| Director and Chairman of the Board of Directors |
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TABLE OF CONTENTS
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PROXY STATEMENT
FOR
2025 SPECIAL MEETING OF STOCKHOLDERS
JANUARY 17, 2025
Your proxy is solicited by the board of directors of FOXO Technologies Inc. (the Company, FOXO, our, we or us) for our 2025 Special Meeting of Stockholders (the Special Meeting), to be held January 17, 2025, at 9:30 a.m., Central Time. Our Special Meeting will be a virtual meeting of stockholders, which will be conducted exclusively online via live audio webcast. The Companys principal executive office is located at 729 N. Washington Ave., Suite 600, Minneapolis MN 55401, and the telephone number is (612) 800-0059.
At the Special Meeting, you will be asked to consider and vote upon the following matters:
1. To approve, for purposes of complying with NYSE American Rule 713, pursuant to the terms of the Companys Series A Cumulative Convertible Redeemable Preferred Stock (the Series A Preferred Stock): (i) the issuance of shares of Class A Common Stock in an amount equal to or in excess of 20% of our Class A Common Stock outstanding when the Series A Preferred Stock was authorized, upon conversion of the shares of Series A Preferred Stock; and (ii) the voting terms thereof, which may constitute a Change of Control as defined by the NYSE American Rules;
2. To approve the adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of the foregoing proposal if there are not sufficient votes to approve the foregoing proposal; and
3. Such other matters as may properly come before the Special Meeting or any lawful adjournment or postponement thereof.
Pursuant to our Amended and Restated Bylaws (the Bylaws), our Board has fixed the close of business on January 3, 2025 as the record date (the Record Date) for determination of stockholders entitled to notice and to vote at the Special Meeting or any adjournment or postponement thereof. Holders of our Class A Common Stock and Series A Preferred Stock are entitled to vote at the Special Meeting. Our Special Meeting will be a virtual meeting of stockholders which will be conducted exclusively online via live audio webcast.
You will be able to attend the Special Meeting via live audio webcast by visiting our virtual meeting website at www.cstproxy.com/foxotechnologies/2025 on January 17, 2025, at 9:30 a.m., Central Time. Upon visiting the meeting website, you will be prompted to enter the 9-digit Control Number provided to you on the Notice that you received for the Special Meeting. The unique Control Number allows us to identify you as a stockholder and will enable you to securely log on, vote and submit questions during the Special Meeting on the meeting website.
Further instructions on how to attend and participate in the Special Meeting via the Internet, including how to demonstrate proof of stock ownership, are available at www.cstproxy.com/foxotechnologies.com/2025
QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING
Why am I receiving these materials?
The Board is inviting you to vote at the Special Meeting, including any adjournments or postponements of the Special Meeting, because you were a stockholder of record at the close of business on the Record Date and are entitled to vote at the Special Meeting.
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This Proxy Statement and the accompanying materials are being provided for the solicitation of proxies by the Board for the Special Meeting and summarizes the information you need to know to vote by proxy or in person at the Special Meeting.
What is included in these materials?
These materials include this Proxy Statement, the Notice of Special Meeting, the proxy card, the annual report on Form 10-K as filed with the Securities and Exchange Commission (the SEC) on June 6, 2024, the Current Report on Form 8-K/A as filed with the SEC on November 25, 2024, and the Quarterly Report on Form 10-Q as filed with the SEC on November 19, 2024.
What is the purpose of the Special Meeting?
This is a Special Meeting of the Companys stockholders. At the Special Meeting, we will be voting upon the following matters:
1. To approve, for purposes of complying with NYSE American Rule 713, pursuant to the terms of the Companys Series A Preferred Stock: (i) the issuance of shares of Class A Common Stock in an amount equal to or in excess of 20% of our Class A Common Stock outstanding when the Series A Preferred Stock was authorized, upon conversion of the shares of Series A Preferred Stock; and (ii) the voting terms thereof, which may constitute a Change of Control as defined by the NYSE American Rules;
2. To approve the adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of the foregoing proposal if there are not sufficient votes to approve the foregoing proposal; and
3. Such other matters as may properly come before the Special Meeting or any lawful adjournment or postponement thereof.
How do proxies work?
Our Board is asking for your proxy. This means you authorize persons selected by us to vote your shares at the Special Meeting in the way you instruct and, with regard to any other business that may properly come before the Special Meeting, as they think best.
Who is entitled to vote?
Our Board has fixed the close of business on January 3, 2025 as the Record Date for a determination of stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. You can vote at the Special Meeting if you held shares of our Class A Common Stock or Series A Preferred Stock as of the close of business on the Record Date. On January 3, 2025, there were 23,572,772 shares of Class A Common Stock and 22,540 shares of Series A Preferred Stock outstanding. Each share of Class A Common Stock entitles the holder thereof to one vote. The holders of shares of Series A Preferred Stock and the holders of Class A Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Company. Each share of Series A Preferred Stock entities the holder to cast the number of votes determined by dividing the Stated Value ($1,000) by the higher of $0.01 (subject to adjustment) or the VWAP of the trading day immediately prior to the Record Date (which was $ 0.29), provided that prior to receipt of the shareholder approval the Company is seeking pursuant to Proposal 1, the voting power of the Series A Preferred Stock cannot exceed 19.99% of the aggregate voting power of all of the Companys voting stock. As a result, in the aggregate, as of the Record Date, the Series A Preferred Stock has, in the aggregate, 5,889,511 votes.
A list of stockholders of record entitled to vote at the Special Meeting will be available for inspection at our principal executive offices located at 729 N. Washington Ave., Suite 600, Minneapolis, MN 55401 for a period of at least 10 days prior to the Special Meeting and during the Special Meeting. The stock transfer books will not be closed between the Record Date and the date of the Special Meeting.
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What is the difference between holding shares as a record holder and as a beneficial owner (holding shares in street name)?
If your shares are registered in your name with our transfer agent, Continental Stock Transfer Trust Company, you are the record holder of those shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.
If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the beneficial owner of those shares held in street name. If your shares are held in street name, these proxy materials have been forwarded to you by that organization. As the beneficial owner, you have the right to instruct this organization on how to vote your shares.
Who may attend the Special Meeting?
Record holders and beneficial owners may attend the Special Meeting. If your shares are held in street name and you would like to vote your shares at the Special Meeting, you will need to obtain a valid proxy from the bank, broker, nominee, fiduciary or other custodian that holds your shares giving you the right to vote the shares at the Special Meeting.
How do I vote?
If on January 3, 2025, your shares were registered directly in your name with our transfer agent, Continental Stock Transfer Trust Company, then you are a stockholder of record. Stockholders of record may vote by using the Internet or (if you received a proxy card by mail) by mail as described below. Stockholders also may attend the virtual meeting and vote electronically. If you hold shares through a bank, broker, nominee, fiduciary or other custodian, please refer to your proxy card, Notice or other information forwarded by your bank, broker, nominee, fiduciary or other custodian to see which voting options are available to you.
● You may vote by using the Internet at www.cstproxyvote.com by following the instructions for Internet voting on the Notice or proxy card mailed to you. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on January 16, 2025.
● You may vote by mail by requesting, completing and mailing in a paper proxy card, as outlined in the Notice. Your vote and the method you use to vote will not limit your right to vote at the Special Meeting if you decide to virtually attend the Special Meeting.
● If you wish to vote electronically at the Special Meeting, go to www.cstproxy.com/foxotechnologies/2025 using your unique Control Number that was included in the proxy materials that you received in the mail.
What if I return a proxy card but do not make specific choices?
If you are not a record holder, such as where your shares are held through a bank, broker, nominee, fiduciary or other custodian, you must provide voting instructions to the record holder of the shares in accordance with the record holders requirements in order for your shares to be properly voted. Therefore, if you do not provide voting instructions to your bank, broker, nominee, fiduciary or other custodian, they may not vote in any of the matters presented for a vote at this Special Meeting, and your shares will be considered to be a broker non-vote with regard to those matters. Broker non-votes will be counted as present for purposes of determining whether enough votes are present to hold our Special Meeting, but will not otherwise have an effect on the outcome of a vote for any proposal in this Proxy Statement.
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Proposal 2 (the adjournment proposal) is a routine matter on which your broker can exercise voting discretion. The other proposal is considered non-routine and therefore brokers cannot use discretionary authority to vote shares on such other proposal to be considered at the Special Meeting if they have not received instructions from their clients. Please submit your vote instruction form so your vote is counted.
How will my shares be voted?
All shares entitled to vote and represented by a properly completed, executed and delivered proxy received before the Special Meeting and not revoked will be voted at the Special Meeting as you instruct in a proxy delivered before the Special Meeting. If you do not indicate how your shares should be voted on a matter, the shares represented by your proxy will be voted for each proposal and with regard to any other matters that may be properly presented at the Special Meeting and all matters incident to the conduct of the meeting. All votes will be tabulated by the inspector of elections appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.
Who is paying for this proxy solicitation?
We have not engaged a proxy solicitor. Our directors and employees may solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. In addition to these mailed proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one proxy card or Notice?
If you receive more than one proxy card or Proxy Statement, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card or submit a proxy for each Proxy Statement to ensure that all of your shares are voted.
What if I share an address with another stockholder?
If you reside at the same address as another stockholder, you and other stockholders residing at the same address may receive a single copy of this Proxy Statement. This process, which has been approved by the SEC, is called householding. However, if stockholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive only a single set of our disclosure documents, the stockholders should follow these instructions: (i) if the shares are registered in the name of the stockholder, the stockholder should contact us at 729 N. Washington Ave., Suite 600, Minneapolis, MN 55401, (612) 800-0059 to inform us of such stockholders request; or (ii) if a bank, broker, nominee, fiduciary or other custodian holds the shares, the stockholder should contact the bank, broker, nominee, fiduciary or other custodian directly. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions. The annual report on Form 10-K, quarterly reports on Form 10-Q, this Proxy Statement and the related notice are also available at www.sec.gov
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the Special Meeting. You may revoke your proxy in any one of three ways:
● You may submit another properly completed proxy card with a later date.
● You may send a written notice that you are revoking your proxy to FOXO Technologies Inc., 729 N. Washington Ave., Suite 600, Minneapolis, MN 55401, Attention: CEO.
● You may virtually attend the Special Meeting and vote electronically by going to www.cstproxy.com/foxotechnologies/2025 and using your unique Control Number that was included in the proxy materials that you received in the mail. Simply attending the meeting will not, by itself, revoke your proxy.
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Who will solicit proxies on behalf of our Board?
Proxies may be solicited on behalf of our Board, without additional compensation, by the Companys directors and employees.
The original solicitation of proxies by mail may be supplemented by telephone, telegram, facsimile, electronic mail and personal solicitation by our directors and employees (who will receive no additional compensation for such solicitation activities). You may also be solicited by advertisements in periodicals, press releases issued by us and postings on our corporate website at www.foxotechnologies.com . Unless expressly indicated otherwise, information contained on our corporate website is not part of this Proxy Statement.
How are votes counted?
Votes will be counted by the inspector of elections appointed for the Special Meeting, who will separately count FOR , and AGAINST votes, abstentions and broker non-votes. Abstentions and broker non-votes will be counted as present for purposes of determining the presence of a quorum.
If your shares are held by your bank or broker as your nominee (that is, in street name), you will need to obtain a voting instruction form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to discretionary items, but not with respect to non-discretionary items. Discretionary items are proposals considered routine under the rules of the New York Stock Exchange (NYSE) on which your broker may vote shares held in street name without your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. Proposal 1 is a non-routine matter and therefore if you hold your shares through a bank, broker, nominee, fiduciary or other custodian, your shares will not be voted on that proposal unless you provide voting instructions to the record holder.
How many votes are needed to approve each proposal?
| Proposal | Vote Required |
Broker Discretionary Vote Allowed |
||
| To approve, for purposes of complying with NYSE American Rule 713, pursuant to the terms of the Companys Series A Preferred Stock: (i) the issuance of shares of Class A Common Stock in an amount equal to or in excess of 20% of our Class A Common Stock outstanding when the Series A Preferred Stock was authorized, upon conversion of the shares of Series A Preferred Stock; and (ii) the voting terms thereof, which may constitute a Change of Control as defined by the NYSE American Rules. | A majority of the votes cast | No | ||
| Approval of one or more adjournments of the Special Meeting to a later date or dates | A majority of the votes cast | Yes |
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What are the voting procedures?
You may vote in favor of or against each proposal, or you may abstain from voting on each proposal. You should specify your respective choices on the accompanying proxy card or your vote instruction form.
All shares represented by proxy will be voted at the Special Meeting in accordance with the choices specified on the proxy, and where no choice is specified, in accordance with the recommendations of the Board. Thus, where no choice is specified, the proxies will be voted for the proposals being placed before our stockholders at the Special Meeting.
Is my vote confidential?
Yes, your vote is confidential. The only persons who have access to your vote are the inspector of elections, individuals who help with processing and counting your votes, and persons who need access for legal reasons. Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to our Companys management and the Board.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if one-third of the voting power of all the Companys outstanding shares entitled to vote at this Special Meeting are represented, in person or by proxy. On the Record Date, there were in the aggregate 23,572,772 shares of Class A Common Stock and 22,540 shares of Series A Preferred Stock outstanding and entitled to vote. Such shares currently have the right to cast an aggregate of 29,462,283 votes so holders of shares representing at least 9,820,761 votes must be represented by stockholders present at the Special Meeting or by proxy to have a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the Special Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.
How will my shares be voted if I mark ABSTAIN on my proxy card?
We will count a properly executed proxy card marked ABSTAIN as present for purposes of determining whether a quorum is present, but the shares represented by that proxy card will not be voted at the Special Meeting for the proposals so marked.
How can I find out the results of the voting at the Special Meeting?
Preliminary voting results will be announced at the Special Meeting. Final voting results will be available on a Current Report on Form 8-K filed with the SEC within four business days after the end of the Special Meeting.
What if I have additional questions that are not addressed here?
If you have any questions or require any assistance regarding our Special Meeting, please contact:
Seamus Lagan
Chief Executive Officer
729 N. Washington Ave., Suite 600
Minneapolis, MN 55401
(612) 800-0059
legal@foxotechnologies.com
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of November 14, 2024, the number of shares of Class A Common Stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) known to us to be the beneficial owner of more than 5% of the outstanding shares of common stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all current executive officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using beneficial ownership concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholders address is c/o FOXO Technologies Inc., 729 N. Washington Ave., Suite 600, Minneapolis, MN 55401.
Applicable percentage of ownership is based on 17,286,574 shares of Class A Common Stock issued as of November 14, 2024.
