MOBIVITY HOLDINGS CORP.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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:
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Preliminary
Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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MOBIVITY HOLDINGS
CORP
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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No fee
required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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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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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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MOBIVITY HOLDINGS CORP.
55 N. Arizona Place, Suite 310
Chandler, Arizona 85225
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 30, 2016
To our Stockholders:
A
special meeting of stockholders of Mobivity Holdings Corp. a Nevada
corporation, will be held on Wednesday, November 30, 2016, at 10:00
a.m., local time, at the Crowne Plaza San Marcos Golf Resort, One
N. San Marcos Place, Chandler, Arizona 85225 to:
1.
Vote
on a proposed increase in the number of authorized shares of the
Company’s common stock;
2.
Vote
on the adjournment or postponement of the special meeting to
another time and date if such action is necessary for the board of
directors to solicit additional proxies in favor of proposal 1;
and
3.
Consider any other
business that properly comes before the meeting.
Only
stockholders of record at the close of business on November 2, 2016
will be entitled to notice of, and to vote at, the meeting and any
adjournments of the meeting.
It is
important that your shares be represented at the meeting. Please
mark, sign, date, and mail the enclosed proxy card in the
postage-paid envelope provided, regardless of whether you plan to
attend in person.
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Sincerely,
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William
Van Epps,
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Chairman
of the Board
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November
10, 2016
Chandler,
Arizona
TABLE O
F
CONTENTS
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PAGE
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| QUESTIONS AND ANSWERS ABOUT THE MEETING |
2
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4
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5
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-i-
MOBIVITY HOLDINGS CORP.
PROXY STATEMENT FOR
2016 SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 30, 2016
The
accompanying proxy is solicited on behalf of the board of directors
of Mobivity Holdings Corp. (“we” or the
“Company”) in connection with our special meeting of
stockholders to be held on Wednesday, November 30, 2016, at 10:00
a.m., local time, at the Crowne Plaza San Marcos Golf Resort, One
N. San Marcos Place, Chandler, Arizona 85225 for the purposes set
forth in the accompanying Notice of Meeting.
Please mark and sign the enclosed proxy card
and return it in the accompanying envelope.
No postage is
required if your returned proxy card is mailed within the United
States. We will bear the cost of soliciting proxies, including the
preparation, assembly and mailing of the proxies and soliciting
material, as well as the cost of forwarding the materials to the
beneficial owners of our common stock. Our directors, officers and
regular employees may, without compensation other than their
regular compensation, solicit proxies by telephone, electronic
mail, personal conversation or other means of communication. We may
reimburse brokerage firms and others for expenses in forwarding
proxy material to the beneficial owners of our common
stock.
Any
proxy given pursuant to this solicitation and received in time for
the 2016 special meeting will be voted according to the
instructions given in the proxy. Any stockholder giving a proxy may
revoke it any time prior to its use at the 2016 special meeting by
giving a written revocation notice to our secretary, by filing a
revoking instrument or a duly executed proxy bearing a later date
with our secretary or by attending the 2016 special meeting and
voting in person.
We
expect that this proxy statement, the proxy and notice of meeting
will first be mailed to our stockholders on or about November
14, 2016.
-1-
QUESTIONS AND
A
NSWERS ABOUT
THE MEETING
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Q:
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Why am I receiving this proxy statement?
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A:
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We are
holding a 2016 special meeting of stockholders to seek stockholder
approval of an increase in the number of authorized shares of the
Company’s common stock, as more fully described in Proposal
One.
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Q:
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What do I need to do now?
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A:
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We urge
you to carefully read and consider the information contained in
this proxy statement. If applicable, you should then vote as soon
as possible in accordance with the instructions provided in this
proxy statement and on the enclosed proxy card or submit your
voting instructions by Internet if that option is available to
you.
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Q:
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How do I vote?
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A:
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Whether you plan to
attend the special meeting or not, we urge you to vote by proxy.
All shares represented by valid proxies that we receive through
this solicitation, and that are not revoked, will be voted in
accordance with your instructions on the proxy card or as
instructed via the Internet. If you properly submit a proxy without
giving specific voting instructions, your shares will be voted in
accordance with the board’s recommendations as noted below.
Voting by proxy will not affect your right to attend the special
meeting. For instructions on how to change or revoke your proxy,
see “May I Change or Revoke My Proxy?” below. If your
shares are registered directly in your name through our stock
transfer agent, VStock Transfer, LLC, or if you have stock
certificates registered in your name, you may vote by any of the
following methods:
●
By
Internet
. Go to
http://www.vstocktransfer.com/proxy
.
Follow the instructions included in the proxy card to vote by
Internet.http://www.vstocktransfer.com/proxy
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By
mail
. You can vote by mail by completing,
signing, dating and returning the proxy card as instructed on the
card. If you sign the proxy card but do not specify how you want
your shares voted, they will be voted in accordance with the
board’s recommendations as noted below.
●
In person at the
meeting
. If you attend the meeting, you may
deliver a completed proxy card in person or you may vote by
completing a ballot, which will be available at the meeting.
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 Tuesday, November
29, 2016.
If your shares are
held in “street name” (held in the name of a bank,
broker or other holder of record), you will receive instructions
from the holder of record. You must follow the instructions of the
holder of record in order for your shares to be voted. Internet
voting also will be offered to stockholders owning shares through
certain banks and brokers. If your shares are not registered in
your own name and you plan to vote your shares in person at the
special meeting, you should contact your broker or agent to obtain
a legal proxy or broker’s proxy card and bring it to the
special meeting in order to vote.
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Q:
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What happens if I do not vote?
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A:
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If you
do not submit a proxy card or vote at the 2016 special meeting,
your proxy will not be counted as present for the purpose of
determining the presence of a quorum, and your shares will not be
voted at the meeting. If you submit a proxy card and affirmatively
elect to abstain from voting, your proxy will be counted as present
for the purpose of determining the presence of a quorum but will
not be voted at the 2016 special meeting. Broker non-votes will
have the effect as more fully described in the section
“Voting of Shares — Vote Required for
Approval” below.
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Q:
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If my Company shares are held in “street name,” will my
broker, bank, or nominee vote my shares for me on all
proposals?
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A:
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No.
Your broker, bank, or nominee cannot vote your shares on the
increase in our authorized common shares or any other matter that
comes before the meeting, unless you provide instructions on how to
vote.
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Q:
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May I change or revoke my proxy?
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A:
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Yes. If
you are a record holder, you can change your vote at any time
before your proxy is voted at your stockholder meeting
by:
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●
delivering to the
Company’s corporate secretary a signed notice of
revocation;
●
granting a new,
later-dated proxy, which must be signed and delivered to the
Company’s corporate secretary; or
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attending the 2016
special meeting and voting in person; however, your attendance
alone will not revoke your proxy.
-2-
If your
shares are held in street name and you have instructed your broker
or nominee to vote your shares, you must follow your broker or
nominee’s directions in order to change your vote or revoke
your proxy.
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Q:
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What should I do if I receive more than one set of voting
materials?
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A:
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You may
receive more than one set of voting materials, including multiple
copies of this proxy statement and multiple proxy cards or voting
instruction cards. For example, if you hold your shares in more
than one brokerage account, you will receive a separate voting
instruction card for each brokerage account in which you hold
shares. If you are a holder of record and your shares are
registered in more than one name, you will receive more than one
proxy card. Please complete, sign, date and return each proxy card
and voting instruction card that you receive.
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Q:
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What if I object to the proposed transactions? Do I have
dissenter’s rights?
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A:
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No.
Dissenter’s rights are not available for the proposed
increase in our authorized common shares discussed in this proxy
statement.
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Q:
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Whom should I call with questions?
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A:
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If you
have any questions about the meeting, require directions to the
meeting or need additional copies of this proxy statement or the
enclosed proxy card, you should contact:
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Mobivity Holdings
Corp.
55 N.
Arizona Place, Suite 310
Chandler, Arizona,
85225
Attn:
Christopher J. Meinerz, CFO
Email
address: chris.meinerz@mobivity.com
-3-
Our
board of directors has fixed the close of business on November 2,
2016 as the record date for determining the stockholders entitled
to notice of, and to vote at, the 2016 special meeting. On November
2, 2016, 33,059,007 shares of our common stock, $0.001 par value,
were outstanding and held by approximately 216 record
holders.
Quorum
The
presence at the 2016 special meeting, in person or by proxy, of the
holders of a majority of the outstanding shares of common stock
entitled to vote at the meeting is required for a quorum for the
transaction of business. In general, shares of common stock
represented by a properly signed and returned proxy card will be
counted as shares present and entitled to vote at the meeting for
purposes of determining a quorum.
Vote Required for Approval
Pursuant to the
Nevada General Corporations Law, the vote of the holders of a
majority of our outstanding common stock is expressly required to
approve the increase in our authorized common stock. Pursuant to
Section 2.7 of our bylaws, the vote of the holders of a majority of
our common stock present in person or represented by proxy shall be
sufficient to decide any other question brought before such
meeting, unless a different vote is expressly required by our
charter documents or the Nevada General Corporation Law. Each
outstanding share of our common stock entitled to vote at the 2016
special meeting shall be entitled to cast one vote on all matters
submitted to a vote of shareholders at the meeting. In counting
votes on the increase in our authorized common stock and all other
matters to come before the meeting, broker non-votes (i.e. shares
held of record by a broker which are not voted because the broker
has not received voting instructions from the beneficial owner)
will be counted as not present and these shares will be deducted
from the total shares of which a majority is required. Shares
subject to abstention shall be counted as present but not voted,
which will have the same practical effect as having against the
particular matter.
Voting of Proxies
Shares
of common stock represented by properly executed proxy cards will
be voted according to the choices specified. Proxies that are
signed by stockholders but that lack any voting instructions will
be voted “
FOR
”
Proposals One and Two and in the discretion of the persons voting
the respective proxies with respect to any other matter that may
properly come before the 2016 special meeting.
Voting via the Internet or by Mail
As an
alternative to voting in person at the 2016 special meeting,
stockholders whose shares are registered in their own names may
vote via the Internet or by mailing a completed proxy card. For
those stockholders who receive a paper proxy card, instructions for
voting via the Internet are set forth on the proxy card. Those
stockholders who receive a paper proxy card and voting instructions
by mail, and who elect to vote by mail, should sign and return the
mailed proxy card in the prepaid and addressed envelope that was
enclosed with the proxy materials, and your shares will be voted at
the 2016 special meeting in the manner you direct.
If your
shares are registered in the name of a bank or brokerage firm (your
record holder), you will receive instructions from your record
holder that must be followed in order for your record holder to
vote your shares per your instructions. Many banks and brokerage
firms have a process for their beneficial holders to provide
instructions via the Internet or over the telephone. If you hold
shares through a bank or brokerage firm and wish to be able to vote
in person at the 2016 special meeting, you must obtain a legal
proxy from your brokerage firm, bank or other holder of record and
present it to the inspector of elections with your
ballot.
-4-
Important Notice Regarding the Availability of Proxy Materials for
the Special Meeting
If your
shares are registered in your name, you can vote your shares online
by going to
www.vstocktransfer.com/proxy
and
following the prompts. You will need to have your proxy card with
you since your card includes your unique identification
numbers.
PROXY S
O
LICITATION
We are
soliciting proxies from our stockholders for our 2016 special
meeting of stockholders. We will pay the cost of solicitation of
proxies from our stockholders, including preparation, assembly,
printing and mailing of this proxy statement and the proxy cards.
Copies of solicitation materials will be furnished to banks,
brokerage houses, fiduciaries and custodians holding in their names
shares of our common stock beneficially owned by others to forward
to such beneficial owners. We may reimburse persons representing
beneficial owners of our common stock for their costs of forwarding
solicitation materials to such beneficial owners. In addition to
solicitation by use of the mails, proxies may be solicited by our
board of directors, officers and employees, in person or by
telephone, electronic mail, or other means of communication. No
additional compensation for soliciting proxies will be paid to our
board of directors, officers or regular employees for such
services.
PROPOSAL O
N
E — INCREASE IN AUTHORIZED SHARES
OF COMMON STOCK
Our
board of directors has approved a proposal to amend the
Company’s Articles of Incorporation to increase the number of
authorized shares of the Company’s common stock from
50,000,000 to 100,000,000. The proposed amendment would replace
Article 3 of the Articles of Incorporation with the following
language:
“The
corporation shall have the authority to issue an aggregate of
100,000,000 shares of common stock, par value $0.001 par value
(hereinafter “Common Stock’).
As of
the date of this proxy statement, we have 33,059,007 shares of
common stock issued and outstanding and another 14,287,016 shares
of common stock reserved for issuance under outstanding options,
warrants and the like. Consequently, we only have 2,653,977 shares
of common stock available for issuance for any other corporate
needs. Our board of directors believes it is in the best interests
of the Company to increase the number of authorized shares of
common stock in order to give the Company greater flexibility in
considering and planning for future corporate needs, including, but
not limited to, stock dividends, grants under equity compensation
plans, stock splits, financings, potential strategic transactions,
including mergers, acquisitions and business combinations, as well
as other general corporate transactions. Our board of directors
believes that additional authorized shares of common stock will
enable the Company to take timely advantage of market conditions
and favorable financing and acquisition opportunities that become
available to the Company without the delay and expense associated
with convening a special meeting of the Company’s
stockholders.
As of
the date of this proxy statement, the Company has no plans or
commitments or any arrangements, understandings or agreements
regarding the issuance of shares of its common stock. Except as
otherwise required by law, the newly authorized shares of common
stock will be available for issuance at the discretion of the board
of directors (without further action by the stockholders) for
various future corporate needs, including those outlined above.
While adoption of the proposed amendment would not have any
immediate dilutive effect on the proportionate voting power or
other rights of the Company’s existing stockholders, any
future issuance of additional authorized shares of the
Company’s common stock may, among other things, dilute the
earnings per share of the common stock and the equity and voting
rights of those holding common stock at the time the additional
shares are issued.
-5-
In
addition to the corporate purposes mentioned above, an increase in
the number of authorized shares of the Company’s common stock
may make it more difficult to, or discourage an attempt to, obtain
control of the Company by means of a takeover bid that our board of
directors determines is not in the best interest of the Company and
its stockholders. However, our board of directors does not intend
or view the proposed increase in the number of authorized shares of
the Company’s common stock as an anti-takeover measure and is
not aware of any attempt or plan to obtain control of the
Company.
Any
newly authorized shares of the Company’s common stock will be
identical to the shares of common stock now authorized and
outstanding. The proposed amendment will not affect the rights of
current holders of the Company’s common stock, none of whom
have preemptive or similar rights to acquire the newly authorized
shares.
Recommendation of the Board of Directors
Our
board of directors recommends that you vote “
FOR
”
the proposed amendment to increase the number of authorized shares
of the Company’s common stock from 50,000,000 to
100,000,000.
P
ROPOSAL TWO — ADJOURN
OR POSTPONEMENT
If at
the special meeting the number of shares of our common stock voting
favor of Proposal One is insufficient to approve the proposal under
applicable law, our management intends to move to adjourn or
postpone the meeting in order to enable it to solicit additional
proxies in favor of the proposal. In that event, we will ask our
stockholders to vote only upon the adjournment
proposal.
In the
adjournment proposal, we are asking our stockholders to authorize
the holder of any proxy solicited by the board of directors to vote
in favor of granting management the discretionary authority to
adjourn or postpone the special meeting and any later adjournments
of that meeting to a later date in order to enable the board of
directors to solicit additional proxies in favor of Proposal One if
the proposal initially lacks a sufficient number of shares voting
in favor. If our stockholders approve the adjournment proposal, our
management could adjourn the special meeting and any adjourned
session of the special meeting to a later date and use the
additional time to solicit additional proxies in favor of Proposal
One, including solicitation of proxies from stockholders that have
previously voted against the proposal.
Recommendation of the Board of Directors
Our
board of directors recommends that you vote “
FOR
”
the authorization to adjourn or postpone the meeting to solicit
additional votes.
-6-
OTHER BU
S
INESS
We know
of no business that will be presented for consideration at the 2016
special meeting other than that described in this proxy statement.
As to other business, if any, that may properly come before the
2016 special meeting, it is intended that proxies solicited by our
board will be voted according to the judgment of the person or
persons voting the proxies.
HOUSEH
O
LDING OF
SPECIAL MEETING MATERIALS
Some
banks, brokers and other nominee record holders may be
participating in the practice of “householding” proxy
statements and special reports. This means that only one copy of
our proxy statement or special report to stockholders may have been
sent to multiple stockholders in each household. We will promptly
deliver a separate copy of either document to any stockholder upon
written request to Investor Relations, Mobivity Holdings Corp at:
55 N. Arizona Place, Suite 310, Chandler, Arizona , 85225,
Telephone: 877-282-7660, Attn: Christopher J. Meinerz, CFO, Email
address: chris.meinerz@mobivity.com.
Any
stockholder who wants to receive separate copies of our proxy
statement or special report in the future, or any stockholder who
is receiving multiple copies and would like to receive only one
copy per household, should contact the stockholder’s bank,
broker, or other nominee record holder, or the stockholder may
contact the Company at the above correspondence address and email
address.
PROPOSAL
S
FOR THE NEXT
MEETING
For any
proposal to be considered for inclusion in our proxy statement and
form of proxy for submission to the stockholders at our 2017
special meeting, it must be submitted in writing and comply with
the requirements of Rule 14a-8 of the Securities Exchange Act of
1934. Such proposals must be received by the Company at its offices
at 55 N. Arizona Place, Suite 310, Chandler, Arizona 85225 within a
reasonable time before we print and mail the proxy materials. Our
board of directors will review any proposals from eligible
stockholders that it receives by that date and will make a
determination whether any such proposals will be included in our
proxy materials. Any proposal received after that date shall be
considered untimely and shall not be made a part of our proxy
materials.
A
stockholder who wishes to make a proposal at the next special
meeting without including the proposal in our proxy statement must
also notify us within a reasonable time before we print and mail
the proxy materials. If a stockholder fails to give reasonable
advance notice, then the persons named as proxies in the proxies
solicited by us for the next special meeting will have
discretionary authority to vote on the proposal.
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BY
ORDER OF THE BOARD OF DIRECTORS
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William
Van Epps,
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Chairman
of the Board
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November
10, 2016
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Chandler,
Arizona
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-7-
-8-
EACH
STOCKHOLDER IS URGED TO COMPLETE, DATE, SIGN AND
PROMPTLY
RETURN
THE ENCLOSED PROXY.
MOBIVITY HOLDINGS
CORP.
SPECIAL
MEETING OF STOCKHOLDERS TO BE HELD ON
NOVEMBER
30, 2016
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THIS
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS MADE, THE PROXY SHALL BE VOTED
FOR
THE INCREASE IN OUR AUTHORIZED
SHARES OF COMMON STOCK,
FOR
THE APPROVAL OF ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING
TO ANOTHER TIME AND DATE IF SUCH ACTION IS NECESSARY FOR THE BOARD
OF DIRECTORS TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF PROPOSAL 1
AND
FOR
ANY OTHER MATTERS
WHICH MAY COME BEFORE THE MEETING.
PLEASE
CHECK HERE IF YOU PLAN TO ATTEND THE SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 30, 2016 AT 10:00 A.M. (LOCAL TIME) AT THE
CROWNE PLAZA SAN MARCOS GOLF RESORT, ONE N. SAN MARCOS PLACE,
CHANDLER, ARIZONA, 85225 □
To
change the address on your account, please check the box to the
right and indicate your new address in the space above.
□
(Continued
and to be signed on Reverse Side)
-9-
TABLE OF CONTENTS