CHROMADEX CORP.
10-Ks and 10-Qs
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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Filed by the Registrant [X]
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Filed by a Party other than the Registrant [ ]
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Check the appropriate box:
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[ ]
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Preliminary Proxy Statement
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[ ]
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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CHROMADEX CORPORATION
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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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[X]
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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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ChromaDex Corporation
10005 Muirlands Blvd, Suite G
Irvine, CA 92618
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 2, 2016
April 12, 2016
To the stockholders of ChromaDex Corporation:
Notice is hereby given that the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of ChromaDex Corporation, a Delaware corporation (the “Company”) will be held on June 2, 2016, at 9:00 am local time, at 10005 Muirlands Blvd, Suite G, Irvine, CA 92618 for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):
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(1)
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To elect seven directors;
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(2)
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To ratify the appointment of Marcum LLP as the Company's independent registered public accounting firm for the year ending December 31, 2016;
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(3)
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To authorize the adjournment of the Annual Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals; and
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(4)
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To transact other business that may properly come before the meeting and any postponement(s) or adjournment(s) thereof.
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Pursuant to the bylaws of the Company, the Board of Directors has fixed the close of business on April 8, 2016 as the record date (the “Record Date”) for determination of stockholders entitled to notice and to vote at the Annual Meeting and any adjournment thereof. Holders of the Company’s Common Stock are entitled to vote at the Annual Meeting.
In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide our beneficial owners and stockholders of record access to our proxy materials over the Internet. Beneficial owners are stockholders whose shares are held in the name of a broker, bank or other agent (i.e., in “street name”). Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed on or about April 15, 2016 to our beneficial owners and stockholders of record who owned our Common Stock at the close of business on April 8, 2016. Beneficial owners and stockholders of record will have the ability to access the proxy materials on a website referred to in the Notice or request a printed set of the proxy materials be sent to them by following the instructions in the Notice. Beneficial owners and stockholders of record who have previously requested to receive paper copies of our proxy materials will receive paper copies of the proxy materials instead of a Notice.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote your shares by promptly completing, signing and returning the enclosed proxy card using the enclosed envelope. The enclosed envelope requires no postage if mailed within the United States. You may also vote your shares over telephone or the internet in accordance with the instructions on the proxy card. Any stockholder attending the Annual Meeting may vote in person, even if you have already returned a proxy card or voting instruction card.
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BY ORDER OF THE BOARD OF DIRECTORS
/s/ Stephen Allen
Chairman of the Board
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ChromaDex Corporation
10005 Muirlands Blvd, Suite G
Irvine, CA 92618
PROXY STATEMENT
FOR
2016 ANNUAL MEETING OF STOCKHOLDERS
JUNE 2, 2016
The enclosed proxy is solicited by the board of directors (“Board of Directors”) of ChromaDex Corporation (the “Company”), in connection with the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company, to be held on June 2, 2016, at 9:00 am local time, at 10005 Muirlands Blvd, Suite G, Irvine, CA 92618.
At the Annual Meeting, you will be asked to consider and vote upon the following matters:
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(1)
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To elect seven directors;
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(2)
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To ratify the appointment of Marcum LLP as the Company's independent registered public accounting firm for the year ending December 31, 2016;
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(3)
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To authorize the adjournment of the Annual Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals; and
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(4)
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To transact other business that may properly come before the meeting and any postponement(s) or adjournment(s) thereof.
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The Board of Directors has fixed the close of business on April 8, 2016 as the record date (the “Record Date”) for determining stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.
In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide our beneficial owners and stockholders of record access to our proxy materials over the Internet. Beneficial owners are stockholders whose shares are held in the name of a broker, bank or other agent (i.e., in “street name”). Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed on or about April 15, 2016 to our beneficial owners and stockholders of record who owned our Common Stock at the close of business on April 8, 2016. Beneficial owners and stockholders of record will have the ability to access the proxy materials on a website referred to in the Notice or request a printed set of the proxy materials be sent to them by following the instructions in the Notice. Beneficial owners and stockholders of record who have previously requested to receive paper copies of our proxy materials will receive paper copies of the proxy materials instead of a Notice.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 2, 2016: THE NOTICE, PROXY STATEMENT, PROXY CARD AND THE ANNUAL REPORT ARE AVAILABLE AT
WWW.CHROMADEX.COM
, INVESTOR RELATIONS SECTION.
-1-
QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING
Why did I Receive in the Mail a Notice of Internet Availability of Proxy Materials this Year instead of a Full Set of Proxy Materials?
We are pleased to take advantage of the SEC rule that allows companies to furnish their proxy materials over the Internet. Accordingly, we have sent to our beneficial owners and stockholders of record a Notice of Internet Availability of Proxy Materials. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. Our stockholders may request to receive proxy materials in printed form by mail or electronically on an ongoing basis. A stockholder’s election to receive proxy materials by mail or electronically by email will remain in effect until the stockholder terminates its election.
Why did I Receive a Full Set of Proxy Materials in the Mail instead of a Notice of Internet Availability of Proxy Materials?
We are providing paper copies of the proxy materials instead of a Notice to our beneficial owners or stockholders of record who have previously requested to receive paper copies of our proxy materials. If you are a beneficial owner or stockholder of record who received a paper copy of the proxy materials, and you would like to reduce the environmental impact and the costs incurred by us in mailing proxy materials, you may elect to receive all future proxy materials electronically via email or the Internet.
You can choose to receive future proxy materials electronically by sending an electronic mail message to proxy@equitystock.com or call 212-575-5757. Your choice to receive proxy materials electronically will remain in effect until you instruct us otherwise.
The SEC has enacted rules that permit us to make available to stockholders electronic versions of the proxy materials even if the stockholder has not previously elected to receive the materials in this manner. We have chosen this option in connection with the Annual Meeting with respect to both our beneficial owners and stockholders of record.
I Share an Address with Another Stockholder, and We Received Only One Paper Copy of the Proxy Materials. How May I Obtain An Additional Copy of the Proxy Materials?
The Company has adopted a procedure called “householding,” which the SEC has approved. Under this procedure, the Company is delivering a single copy of the Notice to multiple stockholders who share the same address unless the Company has received contrary instructions from one or more of the stockholders. This procedure reduces the Company’s printing and mailing costs, and the environmental impact of the Company’s annual meetings. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, the Company will deliver promptly a separate copy of the Notice and other Proxy Materials to any stockholder at a shared address to which the Company delivered a single copy of any of these documents.
To receive a separate copy of the Notice, stockholders may write or speak to the Company at the following address and phone number:
ChromaDex Corporation
10005 Muirlands Blvd, Suite G
Irvine, CA 92618
Attention: Corporate Secretary
Telephone: 949-419-0288
Stockholders who hold shares in “street name” (as described below) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.
-2-
Who Is Entitled to Vote?
Our Board has fixed the close of business on April 8, 2016 as the Record Date for a determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. Each share of the Company’s common stock represents, one vote that may be voted on each proposal that may come before the Annual Meeting (the “Voting Capital”). On the Record Date, there were 109,658,547 shares of Common Stock outstanding.
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, Equity Stock Transfer, 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 Meeting?
Record holders and beneficial owners may attend the Annual Meeting. If your shares are held in street name, you will need to bring a copy of a brokerage statement or other documentation reflecting your stock ownership as of the Record Date.
How Do I Vote?
Stockholders of Record
For your convenience, our record holders have four methods of voting:
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1. Vote by Internet. The website address for Internet voting is on your vote instruction form.
2. Vote by mail. Mark, date, sign and mail promptly the enclosed proxy card (a postage-paid envelope is provided for mailing in the United States).
3. Vote by telephone. You may vote by proxy by calling the toll free number found on the vote instruction form.
4. Vote in person. Attend and vote at the Annual Meeting.
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Beneficial Owners of Shares Held in Street Name
For your convenience, our beneficial owners have four methods of voting:
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1. Vote by Internet. The website address for Internet voting is on your vote instruction form.
2. Vote by mail. Mark, date, sign and mail promptly your vote instruction form (a postage-paid envelope is provided for mailing in the United States).
3. Vote by telephone. You may vote by proxy by calling the toll free number found on the vote instruction form.
4. Vote in person. Obtain a valid legal proxy from the organization that holds your shares and attend and vote at the Annual Meeting.
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If you vote by Internet or by telephone, please DO NOT mail your proxy card.
-3-
All shares entitled to vote and represented by a properly completed and executed proxy received before the meeting and not revoked will be voted at the Annual Meeting as you instruct in a proxy delivered before the Annual Meeting. If you do not indicate how your shares should be voted on a matter, the shares represented by your properly completed and executed proxy will be voted as the Board recommends on each of the enumerated proposals and with regard to any other matters that may be properly presented at the Annual Meeting and all matters incident to the conduct of the meeting. If you are a registered stockholder and attend the meeting, you may deliver your completed proxy card in person. “Street name” stockholders who wish to vote at the meeting will need to obtain a proxy form from the institution that holds their shares. 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.
Is My Vote Confidential?
Yes, your vote is confidential. Only the following persons have access to your vote: 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 the Company’s management and the Board of Directors.
What Constitutes a Quorum?
To carry on business at the Annual Meeting, we must have a quorum. A quorum is present when a majority of the shares entitled to vote, as of the Record Date, are represented in person or by proxy. Thus, holders of the Voting Capital representing at least 54,829,274 votes must be represented in person or by proxy to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. Shares owned by us are not considered outstanding or considered to be present at the Annual Meeting. If there is not a quorum at the Annual Meeting, our stockholders may adjourn the meeting.
What is a Broker Non-Vote?
If your shares are held in street name, you must instruct the organization who holds your shares how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any non-routine proposal. This vote is called a “broker non-vote.” If you sign your proxy card but do not provide instructions on how your broker should vote, your broker will vote your shares as recommended by our Board. Broker non-votes are not included in the tabulation of the voting results of any of the proposals and, therefore, do not effect these proposals.
For the ratification of the appointment of Marcum LLP, brokers can use discretionary authority to vote shares. However, brokers cannot use discretionary authority to vote shares on the proposal to elect directors at the Annual Meeting if they have not received instructions from their clients. Please submit your vote instruction form so your vote is counted.
Which Proposals Are Considered “Routine” or “Non-Routine”?
Proposal 2, the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2016 is considered routine. Proposal 1, the election of seven directors is considered non-routine.
What is an Abstention?
An abstention is a stockholders affirmative choice to decline to vote on a proposal. Abstentions are not included in the tabulation of the voting results of any of the proposals and, therefore, do not affect these proposals.
-4-
How Many Votes Are Needed for Each Proposal to Pass?
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Proposal
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Vote Required
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Broker
Discretionary
Vote Allowed
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Election of seven (7) members to our Board of Directors
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Plurality of the votes cast (the seven directors receiving the most “For” votes)
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No
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Ratification of the Appointment of Marcum LLP as our Independent Registered Public Accounting Firm for our Fiscal Year Ending December 31, 2016
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A majority of the votes cast
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Yes
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What Are the Voting Procedures?
In voting by proxy with regard to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees, or withhold your votes as to specific nominees. With regard to the ratification of the appointment of Marcum LLP, you may vote in favor of or against the proposal, or you may abstain from voting on the 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 Annual Meeting in accordance with the choices specified on the proxy, and where no choice is specified, in accordance with the recommendations of the Board of Directors. Thus, where no choice is specified, the proxies will be voted for the election of directors and for the ratification of the appointment of an independent registered public accounting firm.
Is My Proxy Revocable?
You may revoke your proxy and reclaim your right to vote at any time before it is voted by giving written notice to the Secretary of the Company, by delivering a properly completed, later-dated proxy card or vote instruction form or by voting in person at the Annual Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: ChromaDex Corporation, 10005 Muirlands Blvd, Suite G, Irvine, CA 92618, Attention: Secretary.
Who Is Paying for the Expenses Involved in Preparing and Mailing this Proxy Statement?
All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid by us. In addition to the solicitation by mail, proxies may be solicited by our officers and other employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing.
Do I Have Dissenters’ Rights of Appraisal?
The Company’s stockholders do not have appraisal rights under Delaware law or under the governing documents of the Company with respect to the matters to be voted upon at the Annual Meeting.
How can I find out the Results of the Voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K, which we will file within four business days of the meeting.
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What Is the Deadline to Propose Actions for Consideration or to Nominate Individuals to Serve as Directors at the 2017 Annual Meeting?
Requirements for Stockholder Proposals to Be Considered for Inclusion in the Company’s Proxy Materials.
Any appropriate proposal submitted by a stockholder and intended to be presented at the 2016 Annual Meeting must be submitted in writing to the Company’s Secretary at 10005 Muirlands Blvd, Suite G, Irvine, CA 92618, and received no later than December 13, 2016, to be includable in the Company’s Proxy Statement and related proxy for the 2017 Annual Meeting. A stockholder proposal will need to comply with the SEC regulations under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Although the Board of Directors will consider stockholder proposals, we reserve the right to omit from our Proxy Statement, or to vote against, stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8.
Requirements for Stockholder Proposals to Be Brought Before the 2017 Annual Meeting of Stockholders and Director Nominations.
Stockholders intending to present a proposal at the 2017 Annual Meeting of Stockholders but not intending to have included in the Proxy Statement and form of proxy relating to the 2017 annual meeting of stockholders, as well as any director nominations, must submit such proposals to ChromaDex Corporation, ATTN: Chief Executive Officer, 10005 Muirlands Blvd, Suite G, Irvine, CA 92618, no earlier than March 4, 2017 and no later than April 3, 2017.
What Interest Do Officers and Directors Have in Matters to Be Acted Upon?
Members of the board of directors and executive officers of the Company do not have any interest in any other Proposal that is not shared by all other stockholders of the Company, other than Proposal 1, the election to our board of the seven nominees set forth herein.
-6-
As of April 8, 2016, there were approximately 109,658,547 shares of our Common Stock outstanding. The following table sets forth certain information regarding our Common Stock, beneficially owned as of April 8, 2016, by each person known to us to beneficially own more than 5% of our Common Stock, each executive officer and director, and all directors and executive officers as a group. We calculated beneficial ownership according to Rule 13d-3 of the Exchange Act as of that date. Shares issuable upon exercise of options or warrants that are exercisable or convertible within 60 days after April 8, 2016 are included as beneficially owned by the holder. Beneficial ownership generally includes voting and dispositive power with respect to securities. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole dispositive power with respect to all shares beneficially owned.
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Name of Beneficial Owner (1)
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Shares of Common Stock Beneficially Owned (2)
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Aggregate Percentage Ownership
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Dr. Phillip Frost (3)
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16,052,941 | 14.60 | % | |||||
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Michael Brauser (4)
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9,166,388 | 8.33 | % | |||||
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Barry Honig (5)
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8,772,832 | 7.99 | % | |||||
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Black Sheep, FLP (6)
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6,225,155 | 5.68 | % | |||||
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Directors
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Stephen Allen (7)
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376,458 | * | ||||||
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Stephen Block (8)
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653,106 | * | ||||||
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Reid Dabney (9)
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713,533 | * | ||||||
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Hugh Dunkerley (10)
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557,650 | * | ||||||
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Jeff Baxter (11)
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245,208 | * | ||||||
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Robert Fried (12)
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360,836 | * | ||||||
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Frank L. Jaksch Jr. (13)
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11,930,988 | 10.53 | % | |||||
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Named Executive Officers
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Frank L. Jaksch Jr., Chief Executive Officer
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(See above)
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Thomas C. Varvaro, Chief Financial Officer (14)
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2,458,895 | 2.20 | % | |||||
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Troy Rhonemus, Chief Operating Officer (15)
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571,771 | * | ||||||
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All directors and executive officers as a group
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(7 Directors plus Chief Financial Officer
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and Chief Operating Officer)
(16)
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17,868,445 | 15.08 | % | |||||
* Represents less than 1%.
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(1)
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Addresses for the beneficial owners listed are: Dr. Phillip Frost, 4400 Biscayne Blvd., Suite 1500, Miami, FL 33137; Michael Brauser, 4400 Biscayne Blvd., Suite 850, Miami, FL 33137; Barry Honig, 555 South Federal Highway, #450, Boca Raton, FL 33432; and Black Sheep, FLP 6 Palm Hill Drive, San Juan Capistrano, CA 92675.
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(2)
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Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or dispositive power with respect to shares beneficially owned. Unless otherwise specified, reported ownership refers to both voting and dispositive power. Shares of Common Stock issuable upon the conversion of stock options or the exercise of warrants within the next 60 days are deemed to be converted and beneficially owned by the individual or group identified in the Aggregate Percentage Ownership column.
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-7-
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(3)
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Includes 6,386,273 shares of Common Stock and 266,668 warrants exercisable within 60 days held by Frost Gamma Investments Trust and 9,400,000 shares of Common Stock held by Phillip and Patricia Frost Philanthropic Foundation, Inc. Dr. Phillip Frost is the trustee of Frost Gamma Investments Trust. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. Dr. Phillip Frost is President of Phillip and Patricia Frost Philanthropic Foundation, Inc. Dr. Frost is a stockholder and chairman of the board of Ladenburg Thalmann Financial Services, Inc. (NYSE:LTS), parent company of Ladenburg Thalmann & Co., Triad Advisors, Inc. and Investacorp Inc., each registered broker-dealers.
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(4)
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Direct ownership of (i) 1,209,098 shares of common stock; and (ii) through Michael & Betsy Brauser TBE, 3,626,428 shares of common stock. Indirect ownership through (i) 871,270 shares held by Grander Holdings, Inc. 401K Profit Sharing Plan of which Mr. Brauser is a trustee; (ii) 342,857 shares held by the Brauser 2010 GRAT of which Mr. Brauser is a trustee; (iii) 342,857 shares held by Birchtree Capital, LLC of which Mr. Brauser is the manager; (iv) 1,692,856 shares held by BMB Holdings, LLLP of which Mr. Brauser is the manager of its general partner; and (v) 714,284 shares held by Betsy Brauser Third Amended Trust Agreement beneficially owned by Mr. Brauser's spouse which are disclaimed by him. Includes 246,738 stock options exercisable within 60 days held by Mr. Brauser and 120,000 warrants exercisable within 60 days held by Grander Holdings, Inc. 401K Profit Sharing Plan.
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(5)
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Direct ownership of 4,912,059 shares of common stock. Indirect ownership includes (i) 230,000 shares owned by GRQ Consultants, Inc. Defined Benefits Plan for the benefit of Mr. Honig; (ii) 943,966 shares owned by GRQ Consultants, Inc. 401K of which Mr. Honig is the beneficiary; (iii) 2,103,571 shares owned by GRQ Consultants Inc. Roth 401K FBO Renee Honig, Mr. Honig's spouse, of which Mr. Honig has voting and investment power and disclaims beneficial ownership; (iv) 413,336 shares owned by GRQ Consultants Inc. Roth 401K FBO Barry Honig, of which Mr. Honig has voting and investment power; and (v) 89,900 shares owned by GRQ Consultants, Inc., of which Mr. Honig is the President. Includes 80,000 stock options held by Mr. Honig exercisable within 60 days. Excludes (i) 206,664 shares of common stock underlying warrants held by GRQ Consultants, Inc. 401K and (ii) 206,668 shares of common stock underlying warrants held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig, both of which contain a 4.99% beneficial ownership blocker.
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(6)
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Black Sheep, FLP is a family limited partnership the co-general partners of which are Frank L. Jaksch, Jr. and Tricia Jaksch and the sole limited partners of which are Frank L. Jaksch, Jr., Tricia Jaksch and the Jaksch Family Trust.
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(7)
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Includes 376,458 stock options exercisable within 60 days.
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(8)
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Includes 603,106 stock options exercisable within 60 days.
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(9)
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Includes 703,533 stock options exercisable within 60 days.
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(10)
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Includes 547,650 stock options exercisable within 60 days.
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(11)
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Includes 245,208 stock options exercisable within 60 days.
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(12)
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Direct ownership of 155,937 shares of common stock. Indirect ownership through 20,232 shares held by Jeremy Fried and 18,000 shares held by Benjamin Fried, who are both sons of Robert Fried. Includes 166,667 stock options exercisable within 60 days.
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-8-
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(13)
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Includes 1,429,000 shares owned by the FMJ Family Limited Partnership, beneficially owned by Frank L Jaksch Jr. because Mr. Jaksch Jr. has shared voting power for such shares. Includes 6,225,155 shares owned by Black Sheep, FLP beneficially owned by Mr. Jaksch Jr. because he has shared voting power and shared dispositive power for such shares. Includes 594,165 shares directly owned by Mr. Jaksch Jr. Includes 3,682,668 stock options exercisable within 60 days.
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(14) Includes 1,951,895 stock options exercisable within 60 days.
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(15)
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Direct ownership of 5,000 shares of Common Stock. Indirect ownership through Toni Rhonemus IRA of 10,000 shares beneficially owned by Toni Rhonemus who is Mr. Rhonemus’ wife. Includes 556,771 stock options exercisable within 60 days.
|
(16) Includes 8,833,956 stock options exercisable within 60 days.
-9-
Executive Officers
The names of our executive officers and their ages, positions, and biographies as of April 8, 2016 are set forth below. Mr. Jaksch’s background is discussed under the section Nominees for Election to Board of Directors.
|
Name
|
Age
|
Position
|
||
|
Frank Jaksch, Jr.
|
47
|
Chief Executive Officer and Director
|
||
|
Thomas Varvaro
|
46
|
Chief Financial Officer
|
||
|
Troy Rhonemus
|
43
|
Chief Operating Officer
|
Thomas C. Varvaro
, 46, has served as the Company’s Chief Financial Officer since January 2004 and Secretary since March 2006. He also served as a director from March 2006 until May 2010. Mr. Varvaro is responsible for overseeing all of Company’s operations including all aspects of accounting, information technology, inventory, distribution, and human resources management. Since April 2015, Mr. Varvaro has served on the board of directors of MabVax Therapeutics Holdings, Inc. (OTCQB:MBVX), which he is a member of the audit, compensation and nominating and governance committees. Mr. Varvaro has extensive process mapping and business process improvement skills, along with a solid information technology background that includes management and implementation experiences ranging from custom application design to enterprise wide system deployment. Mr. Varvaro also has hands-on experience in integrating acquisitions and in new facility startups. In working with manufacturing organizations Mr. Varvaro has overseen plant automation, reporting and bar code tracking implementations. Mr. Varvaro also has broad legal experience in intellectual property (IP), contract and employment law. From 1998 to 2004, Mr. Varvaro was employed by Fast Heat Inc., a Chicago, Illinois based global supplier to the plastics, HVAC, packaging, and food processing industries, where he began as controller and was promoted to chief information officer and then chief financial officer during his tenure. During his time there Mr. Varvaro was responsible for all financial matters including accounting, risk management and human resources. From 1993 to 1998, Mr. Varvaro was employed by Maple Leaf Bakery, Inc., Chicago, Illinois, during its rise to becoming a leader in specialty bakery products. During his tenure Mr. Varvaro served in information technology and accounting roles while helping to shepherd the company from a single facility to national leader in specialty bakery products. Mr. Varvaro has a B.S. in Accounting from University of Illinois, Urbana-Champaign and has been certified as a Certified Public Accountant.
Troy Rhonemus
, 43, has served as the Company’s Chief Operating Officer since March 2014 and a Director of New Technology and Supply Chain from January 2013 to February 2014. Mr. Rhonemus is responsible for overseeing all of Company’s operations including all aspects of sales, marketing, supply chain management, distribution, and new technology development. Mr. Rhonemus also consults with customers to improve the supply chain management of raw materials to meet government regulations, which includes developing supply chain strategies, auditing manufacturers and developing an understanding of how to manage supplies from countries outside the Unites States. Mr. Rhonemus has extensive experience in managing operations and supply chain, business strategies, and the roll-out of new processes, technologies and products. From 2006 to 2012, Mr. Rhonemus held several positions at Cargill, Inc. As Truvia® Business Process Manager, he served as the product line lead for managing the operations and supply chain of the Truvia® enterprise from leaf to consumer products. As Technology Manger, Mr. Rhonemus served as technical lead for process and product development for Truvia® consumer products and ingredient business. From 2004 to 2006, Mr. Rhonemus served as Principal Research Scientist at E&J Gallo Winery, where he developed experimental designs to ensure that all project work was statistically valid in the lab, pilot and production wineries. From 1998 to 2004, Mr. Rhonemus served as Senior Research Scientist and as Process Technology Manager at Cargill, Inc. In these positions, Mr. Rhonemus solved technical problems and implemented new technologies into production. He identified potential tolling facilities, coordinated tolling efforts, directly supervised and developed new processes and solved technical issues in existing business units in Cargill. Mr. Rhonemus has earned a M.A. in Chemistry and a B.S. in Chemistry from Ball State University.
-10-
Code of Conduct
The Board has established a corporate Code of Conduct which qualifies as a “code of ethics” as defined by Item 406 of Regulation S-K of the Exchange Act. Among other matters, the Code of Conduct is designed to deter wrongdoing and to promote:
|
|
•
|
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
|
|
•
|
full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;
|
|
|
•
|
compliance with applicable governmental laws, rules and regulations;
|
|
|
•
|
prompt internal reporting of violations of the Code of Conduct to appropriate persons identified in the code; and
|
|
|
•
|
accountability for adherence to the Code of Conduct.
|
Waivers to the Code of Conduct may be granted only by the Board. In the event that the Board grants any waivers of the elements listed above to any of our officers, we expect to announce the waiver within four business days on a Current Report on Form 8-K.
The Code of Conduct applies to all of the Company’s employees, including our principal executive officer, the principal financial and accounting officer, and all employees who perform these functions. A full text of our Code of Conduct is published on our website at www.chromadex.com under the tab “Investor Relations-Corporate Governance-Highlights.” If we amend our Code of Conduct as it applies to the principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions) or grant a waiver from any provision of the code of conduct to any such person, we shall disclose such amendment or waiver on our website at www.chromadex.com under the tab “Investor Relations-Corporate Governance-Highlights.”
Public Availability of Corporate Governance Documents
Our key corporate governance documents, including our Code of Conduct and the charters of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are:
|
•
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available on our corporate website at www.chromadex.com; and
|
|
•
|
available in print to any stockholder who requests them from our corporate secretary.
|
Director Attendance
The Board held 8 meetings during 2015. Each director attended at least 75% of Board meetings and meetings of the committees on which he served except as follows: Hugh Dunkerley attended 50% of Board meetings during 2015.
Board Qualification and Selection Process
The Nominating and Corporate Governance Committee does not have a specific written policy or process regarding the nominations of directors, nor does it maintain minimum standards for director nominees or consider diversity in identifying nominees for director. However, the Nominating and Corporate Governance Committee does consider the knowledge, experience, integrity and judgment of potential candidates for nominations to the Board. The Nominating and Corporate Governance Committee will consider persons recommended by stockholders for nomination for election as directors. The Nominating and Corporate Governance Committee will consider and evaluate a director candidate recommended by a stockholder in the same manner as a committee-recommended nominee. Stockholders wishing to recommend director candidates must follow the prior notice requirements as described herein.
-11-
Board Leadership Structure and Risk Oversight
The leadership of the Board is structured so that it is led by non-executive Chairman, Stephen Allen. The Nominating and Corporate Governance Committee believes it is in the best interest of the Company to have an independent director as Chairman of the Board considering past experience of Mr. Allen, who has an extensive business and management expertise in food and nutrition industry.
The entire Board of Directors is responsible for oversight of our Company’s risk management process. Management furnishes information regarding risk to the Board as requested. The Audit Committee discusses risk management with the Company’s management and independent public accountants as set forth in the Audit Committee’s charter. The Compensation Committee reviews the compensation programs of the Company to make sure economic incentives are tied to the long-term interests of the stockholders. The Company believes that innovation and the building of long-term stockholder value are impossible without taking risks. We recognize that imprudent acceptance of risk and the failure to identify risks could be a detriment to stockholder value. The executive officers of the Company are responsible for assessing these risks on a day-to-day basis and for how to best identify, manage and mitigate significant risks that the Company may face.
Board Committees
The Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Other committees may be established by the Board from time to time. The following is a description of each of the committees and their composition
Audit Committee
The Audit Committee provides assistance to the Board in fulfilling its responsibilities to the Company and to its shareholders, the investment community and other stakeholders with respect to its oversight of the following: (1) the quality and integrity of the Company’s accounting and reporting practices and controls, and the financial statements and reports of the Company, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence and
(4) the performance of the Company’s internal audit function and independent auditors.
Our Audit Committee currently consists of three directors: Messrs. Reid Dabney (chairman), Stephen Block and Jeff Baxter. The Board has determined that:
|
|
•
|
Mr. Dabney qualifies as an “audit committee financial expert,” as defined by the SEC in Item 407(d)(5) of Regulation S-K; and
|
|
|
•
|
all members of the Audit Committee (i) are “independent” under the independence requirements of Marketplace Rule 5605(a)(2) of the NASDAQ Stock Market, Inc., (ii) meet the criteria for independence as set forth in the Exchange Act, (iii) have not participated in the preparation of our financial statements at any time during the past three years and (iv) are financially literate and have accounting and finance experience.
|
The designation of Mr. Dabney as an “audit committee financial expert” will not impose on him any duties, obligations or liability that are greater than those that are generally imposed on him as a member of our Audit Committee and our Board, and his designation as an “audit committee financial expert” will not affect the duties, obligations or liability of any other member of our Audit Committee or Board.
The Audit Committee had 5 meetings during the fiscal year ending January 2, 2016.
Compensation Committee
The Compensation Committee is appointed by the Board to establish policies with respect to the compensation of the Company’s officers. The Compensation Committee has overall responsibilities for approving and evaluating officer and director compensation plans, policies and programs for the Company.
Our Compensation Committee currently consists of three directors: Messrs. Stephen Block (chairman), Hugh Dunkerley and Stephen Allen. The Board has determined that:
-12-
|
|
•
|
all members of the Compensation Committee qualify as “independent” under the independence requirements of Marketplace Rule 5605(a)(2) of the NASDAQ Stock Market, Inc.;
|
|
|
•
|
all members of the Compensation Committee qualify as “non-employee directors” under Exchange Act Rule 16b-3; and
|
|
|
•
|
all members of the Compensation Committee qualify as “outside directors” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).
|
The Compensation Committee had one meeting during the fiscal year ending January 2, 2016.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee is an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.
Nominating and Corporate Governance Committee
The primary purposes of the Nominating and Governance Committee are to (1) assist the Board by identifying individuals qualified to serve on the Board and its committees; (2) recommend to the Board the Director nominees for the next annual meeting of stockholders or to fill vacancies on the Board, as necessary; (3) lead the Board in its annual performance review; (4) recommend to the Board, members and chairpersons for each committee; (5) develop and recommend to the Board, and to review from time to time, a set of company corporate governance principles and monitor compliance with such principles. The Nominating and Governance Committee shall also serve in an advisory capacity on matters of organizational and governance structure and the conduct of the Board. Our Nominating and Corporate Governance Committee currently consists of three directors: Stephen Allen (chairman), Jeff Baxter and Robert Fried. The Board has determined that all members of the Nominating and Corporate Governance Committee qualify as “independent” under the independence requirements of Marketplace Rule 5605(a)(2) of the NASDAQ Stock Market, Inc.
The
Nominating and Corporate Governance
Committee had two meetings during the fiscal year ending January 2, 2016.
Stockholder Communication
Any stockholder may communicate in writing by mail at any time with the entire Board of Directors or any individual director (addressed to “Board of Directors” or to a named director), c/o ChromaDex Corporation, ATTN: Chief Financial Officer, 10005 Muirlands Blvd, Suite G, Irvine, CA 92618. All communications will be promptly relayed to the appropriate Directors. The Corporate Secretary will coordinate all responses.
Policy Regarding Attendance at Annual Meetings of Stockholders
The Company does not have a policy with regard to Board members’ attendance at annual meetings. Seven directors attended the Company’s most recent annual meeting of shareholders held on June 4, 2015.
Director Independence
Under the NASDAQ Stock Market Marketplace Rules, a director will only qualify as an independent director if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that each of Stephen Allen, Stephen Block, Reid Dabney, Hugh Dunkerley, Jeff Baxter and Robert Fried has no material relationship with our Company and is independent within the independence requirements of Marketplace Rule 5605(a)(2) of the NASDAQ Stock Market, Inc. Frank L. Jaksch Jr. does not meet the independence standards because of he is the Chief Executive Officer of our Company
.
-13-
EXECUTIVE COMPENSATION
This report of the compensation committee is required by the SEC and, in accordance with the SEC's rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (“Securities Act”), or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed "soliciting material" or "filed" under either the Securities Act or the Exchange Act.
The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis with management. Based on this review and these discussions, the Compensation Committee recommended to the Board of Directors that the following Compensation Discussion and Analysis be included in its Annual Report on Form 10-K and this proxy statement.
Submitted by the Compensation Committee
Stephen A. Block, Chairman
Hugh Dunkerley
Stephen Allen
Compensation Discussion and Analysis
The following discussion and analysis of compensation arrangements of our named executive officers for 2015 should be read together with the compensation tables and related disclosures set forth below.
We believe our success depends on the continued contributions of our named executive officers. Personal relationships and experience are very important in our industry. Our named executive officers are primarily responsible for many of our critical business development relationships. The maintenance of these relationships is critical to ensuring our future success as is experience in managing these relationships. Therefore, it is important to our success that we retain the services of these individuals.
General Philosophy
Our overall compensation philosophy is to provide an executive compensation package that enables us to attract, retain and motivate executive officers to achieve our short-term and long-term business goals. The goals of our compensation program are to align remuneration with business objectives and performance, and to enable us to retain and competitively reward executive officers who contribute to the long-term success of the Company. We attempt to pay our executive officers competitively in order that we will be able to retain the most capable people in the industry. In making executive compensation and other employment compensation decisions, the Compensation Committee considers achievement of certain criteria, some of which relate to our performance and others of which relate to the performance of the individual employee. Awards to executive officers are based on achievement of Company and individual performance criteria.
The Compensation Committee will evaluate our compensation policies on an ongoing basis to determine whether they enable us to attract, retain and motivate key personnel. To meet these objectives, the Compensation Committee may from time to time increase salaries, award additional stock grants or provide other short and long-term incentive compensation to executive officers and other employees.
-14-
Compensation Program and Forms of Compensation
We provide our executive officers with a compensation package consisting of base salary, bonus, equity incentives and participation in benefit plans generally available to other employees. In setting total compensation, the Compensation Committee considers individual and company performance, as well as market information regarding compensation paid by other companies in our industry. All executive officers have employment agreements that establish their initial base salaries and set pre-approved goals -- and minimum and maximum opportunities -- for the bonuses and equity incentive awards. Both the Compensation Committee and the Board have approved these agreements.
Base Salary.
Salaries for our executive officers are initially set based on negotiation with individual executive officers at the time of recruitment and with reference to salaries for comparable positions in the industry for individuals of similar education and background to the executive officers being recruited. We also consider the individual’s experience, reputation in his or her industry and expected contributions to the Company. Base salary is regularly evaluated by competitive pay and individual job performance. In each case, we take into account the results achieved by the executive, his or her future potential, scope of responsibilities and experience, and competitive salary practices. In some circumstances our executive officers have elected to take less than market salaries. These salaries may be increased in the future to market conditions with a competitive base salary that is in line with his or her role and responsibilities when compared to peer companies of comparable size in similar locations.
Bonuses
.
We design our bonus programs to be both affordable and competitive in relation to the market. Our bonus program is designed to motivate employees to achieve overall corporate goals. Our programs are designed to avoid entitlements, to align actual payouts with the actual results achieved and to be easy to understand and administer. The Compensation Committee and the executive officer, with input from the other executive officers, work together to identify targets and goals for the executive officer; however, the targets and goals themselves are established after deliberation by the Compensation Committee alone. Upon completion of the fiscal year, the Compensation Committee assesses the executive officer’s performance and, with input from management and the Board, determines the achievement of the bonus targets and the amount to be awarded within the parameters of the executive officer’s agreement with us subject to the impact paying such bonuses will have on the Company’s financial position.
In 2015, we paid bonuses of $85,890, $56,219 and $33,731, respectively to our executive officers Frank L. Jaksch Jr., Thomas C. Varvaro and Troy A. Rhonemus. These bonus amounts were calculated based upon achievements of the Company’s sales and Earnings Before Interest, Taxes, Depreciation, Amortization and Share-based compensation (“EBITDAS”) targets for the fiscal year 2014. The sales and EBITDAS targets were from the Company’s 2014 budget. Tables below illustrate how the bonus amounts were calculated for Mr. Jaksch, Mr. Varvaro and Mr. Rhonemus
Bonus calculation for Mr. Jaksch – for fiscal year 2014, paid in 2015
|
Metric
|
Floor
(in 1,000s)
|
Target
(in 1,000s)
|
Actual
(in 1,000’s)
|
Achievement % from Floor to Target (1)
|
Target Bonus
% (2)
|
Payout Bonus
% (3)
|
Base
Salary
|
Bonus
Payment
(4)
|
||||||||||||||||||||||||
|
Sales
|
$ | 14,149 | $ | 18,865 | $ | 15,313 | 24.7 | % | 25.0 | % | 6.2 | % | $ | 275,000 | $ | 16,973 | ||||||||||||||||
|
EBITDAS
|
N/A | $ | (1,885 | ) | $ | (1,880 | ) | 100.2 | % | 25.0 | % | 25.1 | % | $ | 275,000 | $ | 68,917 | |||||||||||||||
|
Total
|
$ | 85,890 | ||||||||||||||||||||||||||||||
-15-
Bonus calculation for Mr. Varvaro – for fiscal year 2014, paid in 2015
|
Metric
|
Floor
(in 1,000s)
|
Target
(in 1,000s)
|
Actual
(in 1,000’s)
|
Achievement % from Floor to Target (1)
|
Target Bonus
% (2)
|
Payout Bonus
% (3)
|
Base
Salary
|
Bonus
Payment
(4)
|
||||||||||||||||||||||||
|
Sales
|
$ | 14,149 | $ | 18,865 | $ | 15,313 | 24.7 | % | 20.0 | % | 4.9 | % | $ | 225,000 | $ | 11,109 | ||||||||||||||||
|
EBITDAS
|
N/A | $ | (1,885 | ) | $ | (1,880 | ) | 100.2 | % | 20.0 | % | 20.0 | % | $ | 225,000 | $ | 45,110 | |||||||||||||||
|
Total
|
$ | 56,219 | ||||||||||||||||||||||||||||||
Bonus calculation for Mr. Rhonemus – for fiscal year 2014, paid in 2015
|
Metric
|
Floor
(in 1,000s)
|
Target
(in 1,000s)
|
Actual
(in 1,000’s)
|
Achievement % from Floor to Target (1)
|
Target Bonus
% (2)
|
Payout Bonus
% (3)
|
Base
Salary
|
Bonus
Payment
(4)
|
||||||||||||||||||||||||
|
Sales
|
$ | 14,149 | $ | 18,865 | $ | 15,313 | 24.7 | % | 15.0 | % | 3.7 | % | $ | 180,000 | $ | 6,665 | ||||||||||||||||
|
EBITDAS
|
N/A | $ | (1,885 | ) | $ | (1,880 | ) | 100.2 | % | 15.0 | % | 15.0 | % | $ | 180,000 | $ | 27,066 | |||||||||||||||
|
Total
|
$ | 33,731 | ||||||||||||||||||||||||||||||
|
(1)
|
Achievement % for sales is calculated by linearly interpolating the actual amount from floor to target, with floor being 0% and target being 100%. Achievement % for EBITDAS is calculated by following formula: Achievement % = 1-((Target – Actual)/Target)
|
|
(2)
|
Per employment agreement, Mr. Jaksch, Mr. Varvaro and Mr. Rhonemus are entitled to receive a bonus up to 50%, 40% and 30% of base salary, respectively. For each metric, 50% of this amount was allocated.
|
|
(3)
|
Payout bonus % is calculated by multiplying achievement % to target bonus %.
|
|
(4)
|
Bonus payment is calculated by multiplying payout bonus % to base salary
|
In 2016, we are paying bonuses of $55,000, $36,000 and $22,800, respectively to Mr. Jaksch, Mr. Varvaro and Mr. Rhonemus for services performed during 2015. These amounts were calculated based upon the Company's overall performance, including achievement of sales and profitability targets for the fiscal year 2015. Unlike the bonuses paid in 2015, which were based on the Company's financial performance for fiscal year 2014, the amounts to be paid out in 2016 were determined on a discretionary basis by our Compensation Committee. The bonus pay out % was determined as 20%, 16% and 12% of base salary for Mr. Jaksch, Mr. Varvaro and Mr. Rhonemus, respectively. These amounts represent payouts of 40% of the total bonus opportunity for each executive. When determining the bonus pay out %, our Compensation Committee considered numerous factors including the following milestones that the Company achieved during 2015: (i) first year to achieve net sales of $20 million or more; (ii) our top selling ingredient, nicotinamide riboside ("NR") was recognized by the FDA as a "New Dietary Ingredient." NR was also "Generally Recognized As Safe" by an independent panel of expert toxicologists; (iii) successful launch of "Quality Seal Verification" program, which brought a revenue of $400,000; and (iv) entering into joint development agreement with The Procter & Gamble Company ("P&G") for use of our proprietary ingredient in P&G branded products, for which P&G will make payments based on achievement of various milestones.
-16-
Equity-Based Rewards
We design our equity programs to be both affordable and competitive in relation to the market. We monitor the market and applicable accounting, corporate, securities and tax laws and regulations and adjust our equity programs as needed. Stock options and other forms of equity compensation are designed to reflect and reward a high level of sustained individual performance over time. We design our equity programs to align employees’ interests with those of our stockholders. The Compensation Committee and the executive officer, with input from the other executive officers, work together to identify targets and goals for the executive officer; however, the targets and goals themselves are established after deliberation by the Compensation Committee alone. Upon completion of the fiscal year, the Compensation Committee assesses the executive officer’s performance and, with input from management and the Board, determines the achievement of the vesting targets and the amount to be awarded within the parameters of the executive officer’s agreement with us.
On June 6, 2012, Frank L. Jaksch Jr. and Thomas C. Varvaro were each awarded 250,000 shares of restricted stock. In addition, on January 2, 2014, Mr. Jaksch and Mr. Varvaro were each awarded 250,000 shares each of restricted stock. These shares were to originally vest upon the earlier to occur of the following: (i) the market price of the Company’s stock exceeds a certain price, or (ii) one of other certain triggering events, including the termination of the officers and members of the board of directors without cause for any reason. These awarded shares were not vested as of January 2, 2016. On March 7, 2016, the Company and each of the executives amended the restricted stock awards to provide that the awards shall not vest upon the market price of the Company’s stock exceeding a certain price or listing of the Company’s stock on a national securities exchange.
Timing of Equity Awards
Only the Board may approve stock option grants to our executive officers, which grants are recommended to it by the Compensation Committee. Stock options are generally granted at predetermined meetings of the Board. On limited occasions, grants may occur upon unanimous written consent of the Board, which occurs primarily for the purpose of approving a compensation package for a newly hired or promoted executive under an employment agreement with the executive. The exercise price of a newly granted option is the average price of our Common Stock on the date of grant.
Benefits Programs
We design our benefits programs to be both affordable and competitive in relation to the market while conforming to local laws and practices. We monitor the market, local laws and practices and adjust our benefits programs as needed. We design our benefits programs to provide an element of core benefits, and to the extent possible, offer options for additional benefits, be tax-effective for employees in each country and balance costs and cost sharing between us and our employees. One of the benefits programs we offer is a broad-based 401(k) plan to which we make contributions in cash.
Performance-Based Compensation and Financial Restatement
We have implemented a policy regarding retroactive adjustments to any cash or equity-based incentive compensation paid to our executives where such payments were predicated upon the achievement of certain financial results that were subsequently the subject of a financial restatement and have included this policy in the employment contracts with our executives.
-17-
Tax and Accounting Considerations
In the review and establishment of our compensation programs, we consider the anticipated accounting and tax implications to us and our executives. Section 162(m) of the Code imposes a limit on the amount of compensation that we may deduct in any one year with respect to our chief executive officer and each of our next four most highly compensated executive officers, unless certain specific and detailed criteria are satisfied. Performance-based compensation, as defined in the Code, is fully deductible if the programs are approved by stockholders and meet other requirements. We believe that grants of equity awards under our Second Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan, may qualify as performance-based for purposes of satisfying the conditions of Section 162(m), thereby permitting us to receive a federal income tax deduction, if applicable, in connection with such awards. In general, we have determined that we will not seek to limit executive compensation so that it is deductible under Section 162(m). From time to time, however, we monitor whether it might be in our interests to structure our compensation programs to satisfy the requirements of Section 162(m). We seek to maintain flexibility in compensating our executives in a manner designed to promote our corporate goals and therefore our compensation committee has not adopted a policy requiring all compensation to be deductible. Our compensation committee will continue to assess the impact of Section 162(m) on our compensation practices and determine what further action, if any, is appropriate.
Severance and Change in Control Arrangements
Several of our executives have employment and other agreements that provide for severance payment arrangements and/or acceleration of stock option vesting in the event of an acquisition or other change in control of our company. See “Employment and Consulting Agreements” below for a description of the severance and change in control arrangements for our named executive officers.
Role of Executives in Executive Compensation Decisions
The Board and our Compensation Committee generally seek input from our executive officers when discussing the performance of, and compensation levels for, executives. The Compensation Committee also works with our Chief Executive Officer and our Chief Financial Officer to evaluate the financial, accounting, tax and retention implications of our various compensation programs. None of our other executives participates in deliberations relating to his or her compensation
.
-18-
The following table sets forth information concerning the annual and long-term compensation earned by our Chief Executive Officer (the principal executive officer), our Chief Financial Officer (the principal financial officer) and our Chief Operating Officer, each of whom served during the year ended January 2, 2016 as our executive officers.
|
Name
|
Year
|
Salary
|
Bonus
|
Stock
Awards
(1)
|
Option
Awards
(2)
|
All Other Compensation
(3)
|
Total
($)
|
||||||||||||||||||
|
Frank L. Jaksch Jr.
|
2015
|
$ | 275,000 | $ | 85,890 | - | $ | 114,857 | (4) | $ | 8,642 | $ | 484,389 | ||||||||||||
|
2014
|
$ | 275,000 | $ | 30,000 | $ | 352,500 | (5) | $ | 138,518 | (6) | $ | 7,748 | $ | 803,766 | |||||||||||
|
2013
|
$ | 225,000 | $ | 51,242 | - | - | $ | 6,827 | $ | 283,069 | |||||||||||||||
|
Thomas C. Varvaro
|
2015
|
$ | 225,000 | $ | 56,219 | - | $ | 96,229 | (7) | $ | 8,437 | $ | 385,885 | ||||||||||||
|
2014
|
$ | 225,000 | $ | 24,200 | $ | 352,500 | (8) | $ | 115,807 | (9) | $ | 6,816 | $ | 724,323 | |||||||||||
|
2013
|
$ | 175,000 | $ | 29,891 | - | - | $ | 3,900 | $ | 208,791 | |||||||||||||||
|
Troy A. Rhonemus(10)
|
2015
|
$ | 186,962 | $ | 33,731 | - | $ | 76,091 | (11) | $ | 6,642 | $ | 303,426 | ||||||||||||
|
2014
|
$ | 179,039 | - | - | $ | 358,723 | (12) | $ | 5,371 | $ | 543,133 | ||||||||||||||
|
2013
|
- | - | - | - | - | - | |||||||||||||||||||
|
(1)
|
The amounts in the column titled “Stock Awards” above reflect the aggregate award date fair value of restricted stock awards. These restricted stock awards originally had following vesting conditions: the earlier to occur of (A) the average closing market price of the Company’s common stock exceeds $2.50 per share over any six month period, (B) the Company experiences a change in control, (C) the Company’s common stock or assets are acquired by, or the Company merges with, another entity or engages in another form of reorganization as a result of which it is not the surviving corporation, (D) service is terminated without cause for any reason, or (E) the Company’s stock is listed on a national securities exchange. The fair values of these restricted stock awards were based on the trading price of the Company’s common stock on the date of grant. On March 7, 2016 the Company and each of the executives amended the restricted stock awards to provide that the awards shall not vest upon the market price of the Company’s common stock exceeding $2.50 per share or listing of the Company’s stock on a national securities exchange.
|
|
(2)
|
The amounts in the column titled “Option Awards” above reflect the aggregate grant date fair value of stock option awards for the fiscal years ended January 2, 2016 and January 3, 2015. See
Note 9
of the ChromaDex Corporation Consolidated Financial Report included in this Form 10-K for the year ended January 2, 2016 for a description of certain assumptions in the calculation of the fair value of the Company’s stock options.
|
|
(3)
|
The amounts in this column titled “All Other Compensation” above reflect matching 401(k) contributions.
|
|
(4)
|
On July 6, 2015, Frank L. Jaksch Jr. was granted options to purchase 150,000 shares of ChromaDex common stock at an exercise price of $1.22. These options expire on July 6, 2025 and 25% of the options vest on July 6, 2016 and the remaining 75% vest 2.083% monthly thereafter.
|
|
(5)
|
On January 2, 2014, Frank L. Jaksch Jr. was awarded 250,000 shares of restricted stock. These shares vest upon the achievement of certain milestones. As of January 2, 2016, these shares have not vested.
|
|
(6)
|
On June 18, 2014, Frank L. Jaksch Jr. was granted options to purchase 150,000 shares of ChromaDex common stock at an exercise price of $1.25. These options expire on June 18, 2024 and 25% of the options vested on June 18, 2015 and the remaining 75% vest 2.083% monthly thereafter.
|
|
(7)
|
On July 6, 2015, Thomas C. Varvaro was granted options to purchase 125,000 shares of ChromaDex common stock at an exercise price of $1.22. These options expire on July 6, 2025 and 25% of the options vest on July 6, 2016 and the remaining 75% vest 2.083% monthly thereafter.
|
-19-
|
(8)
|
On January 2, 2014, Thomas C. Varvaro was awarded 250,000 shares of restricted stock. These shares vest upon the achievement of certain milestones. As of January 2, 2016, these shares have not vested.
|
|
(9)
|
On June 18, 2014, Thomas C. Varvaro was granted options to purchase 125,000 shares of ChromaDex common stock at an exercise price of $1.25. These options expire on June 18, 2024 and 25% of the options vested on June 18, 2015 and the remaining 75% vest 2.083% monthly thereafter.
|
|
(10)
|
Troy A. Rhonemus became the Company’s Chief Operating Officer on March 6, 2014.
|
|
(11)
|
On July 6, 2015, Troy A. Rhonemus was granted options to purchase 100,000 shares of ChromaDex common stock at an exercise price of $1.22. These options expire on July 6, 2025 and 25% of the options vest on July 6, 2016 and the remaining 75% vest 2.083% monthly thereafter.
|
|
(12)
|
On February 21, 2014, Troy A. Rhonemus was granted options to purchase 250,000 shares of ChromaDex common stock at an exercise price of $1.75. These options expire on February 21, 2024 and 33% of the options vested on February 21, 2015 and the remaining 67% vest 2.778% monthly thereafter. In addition, on June 18, 2014, Troy A. Rhonemus was granted options to purchase 75,000 shares of ChromaDex common stock at an exercise price of $1.25. These options expire on June 18, 2024 and 25% of the options vested on June 18, 2015 and the remaining 75% vest 2.083% monthly thereafter.
|
Employment and Consulting Agreements
The material terms of employment agreements with the named executive officers previously entered into by the Company are described below.
Employment Agreement with Frank L. Jaksch Jr.
On April 19, 2010, the Company entered into an Amended and Restated Employment Agreement (the “Amended Jaksch Agreement”) with Frank L. Jaksch Jr. The Amended Jaksch Agreement has a three year term, beginning on the date of the Agreement, that automatically renews unless the Amended Jaksch Agreement is terminated in accordance with its terms. The Amended Jaksch Agreement provides for a base salary of $225,000 (subject to an increase of $50,000 in the event the Company’s common stock is listed on a stock exchange), and provides for an annual cash bonus (based on performance targets) of up to 40% of his base salary, and two option grants of 800,000 shares of Common Stock in aggregate. The option grants were awarded on May 20, 2010.
On January 2, 2014, the Board approved the recommendations of the Company’s Compensation Committee raising the annual base salary of Mr. Jaksch to $275,000 per year and raising the annual cash bonus target for Mr. Jaksch up to 50% of his base salary. In January 2016, the Board approved the recommendations of the Company’s Compensation Committee paying Mr. Jaksch a bonus of $55,000 for services provided to the Company during the fiscal year ending January 2, 2016. On March 14, 2016, the Board increased the base salary of Mr. Jaksch to $320,000.
-20-
The severance terms of the Amended Jaksch Agreement provide that in the event Mr. Jaksch’s employment with the Company is terminated voluntarily by Mr. Jaksch, he will be entitled to any accrued but unpaid base salary, any stock vested through the date of his termination and a pro-rated portion of 50% of his salary (50% of his salary being the “Maximum Annual Bonus”) for the year of termination. In addition, if Mr. Jaksch leaves the Company for “Good Reason” he will also be entitled to severance equal to the Maximum Annual Bonus, and he will be deemed to have been employed for the entirety of such year. “Good Reason” means any of the following: (A) the assignment of duties materially inconsistent with those of other employees in similar employment positions, and Mr. Jaksch provides written notice to the Company within 60 days of such assignment that such duties are materially inconsistent with those duties of such similarly-situated employees and the Company fails to release Mr. Jaksch from his obligation to perform such inconsistent duties and to re-assign Mr. Jaksch to his customary duties within 20 business days after the Company’s receipt of such notice; or (B) if, without the consent of Mr. Jaksch, Mr. Jaksch’s normal place of work is or becomes situated more than 50 linear miles from Mr. Jaksch’s personal residence as of the effective date of the Amended Jaksch Agreement, or (C) a failure by the Company to comply with any other material provision of the Amended Jaksch Agreement which has not been cured within 60 days after notice of such noncompliance has been given by Mr. Jaksch to the Company, or if such failure is not capable of being cured in such time, a cure shall not have been diligently pursued by the Company within such 60 day period. Severance will then consist of 16 weeks of paid salary, unless Mr. Jaksch signs a release, in which case he will receive compensation equal to the lesser of the remainder of the term of the agreement, or up to 12 months paid salary.
In the event Mr. Jaksch’s employment terminates as a result of his death or disability, he, or his estate, as the case may be, will be entitled to his accrued but unpaid base salary, stock vested through the date of his termination and, notwithstanding any policy of the Company to the contrary, any annual bonus that would be due to him for the fiscal year in which termination pursuant to death or disability took place in an amount no less than the prorated portion of his Maximum Annual Bonus. At the option of the Board, Mr. Jaksch’s bonus will be either prorated or paid in full to him, or his estate, as the case may be, at the time he would have received such bonus had he remained an employee of the Company.
In the event that Mr. Jaksch is terminated by the Company for “Cause” (as defined in the Amended Jaksch Agreement), he will only be entitled to his accrued but unpaid base salary, and any stock vested through the date of his termination.
In the event that Mr. Jaksch is terminated due to “Cessation of Business” (as defined in the Amended Jaksch Agreement), Mr. Jaksch will be entitled to a lump sum payment of base salary and an amount equal to the Maximum Annual Bonus, and continuation of health benefits until the earlier of the last to occur of the term or renewal term of the agreement or 12 months from the date of termination.
In the event the Company terminates Mr. Jaksch’s employment “without Cause”, Mr. Jaksch will be entitled to severance in the form of any stock vested through the date of his termination and continuation of his base salary for a period of eight weeks, or, if Mr. Jaksch enters into a standard separation agreement, Mr. Jaksch will receive continuation of base salary and health benefits, together with applicable fringe benefits as provided to other executive employees until the last to occur of the expiration of the term or renewal term then in effect or 24 months from the date of termination (the “Severance Period”), and he will receive his Maximum Annual Bonus if the Severance Period is equal to 24 months or a pro rata portion thereof if less, as well as the full vesting of any otherwise unvested stock.
Employment Agreement with Thomas C. Varvaro
On April 19, 2010, the Company entered into an Amended and Restated Employment Agreement (the “Amended Varvaro Agreement”) with Thomas C. Varvaro. The Amended Varvaro Agreement has a three year term beginning on the date of the agreement that automatically renews unless the Amended Varvaro Agreement is terminated in accordance with its terms. The Amended Varvaro Agreement provides for a base salary of $175,000 (subject to an increase of $50,000 in the event the Company’s common stock is listed on a stock exchange), and provides for an annual cash bonus (based on performance targets) of up to 30% of his base salary, and provides for two option grants of 400,000 shares of Common Stock in aggregate. The option grants were awarded on May 20, 2010.
-21-
On January 2, 2014, the Board approved the recommendations of the Company’s Compensation Committee raising the annual base salary of Mr. Varvaro to $225,000 per year and raising the annual cash bonus target for Mr. Varvaro up to 40% of his base salary. In January 2016, the Board approved the recommendations of the Company’s Compensation Committee paying Mr. Varvaro a bonus of $36,000 for services provided to the Company during the fiscal year ending January 2, 2016. On March 14, 2016, the Board increased the base salary of Mr. Varvaro to $250,000.
The severance terms of the Amended Varvaro Agreement provide that in the event Mr. Varvaro’s employment with us is terminated voluntarily by Mr. Varvaro he will be entitled to any accrued but unpaid base salary, any stock vested through the date of his termination and a pro-rated portion of 40% of his salary (40% of this salary being the “Maximum Annual Bonus”) for the year of termination. In addition, if Mr. Varvaro leaves the Company for Good Reason he will also be entitled to severance equal to the Maximum Annual Bonus, and he shall be deemed to have been employed for the entirety of such year. “Good Reason” means any of the following: (A) the assignment of duties materially inconsistent with those of other employees in similar employment positions, and Mr. Varvaro provides written notice to the Company within 60 days of such assignment that such duties are materially inconsistent with those duties of such similarly-situated employees and the Company fails to release Mr. Varvaro from his obligation to perform such inconsistent duties and to re-assign Mr. Varvaro to his customary duties within 20 business days after the Company’s receipt of such notice; or (B) the termination of Frank Jaksch as the Company’s Chief Executive Officer either by the Company without “Cause” or by the Mr. Jaksch for “Good Reason,” and Mr. Varvaro provides written notice within 60 days of such termination, or (C) a failure by the Company to comply with any other material provision of the Amended Varvaro Agreement which has not been cured within 60 days after notice of such noncompliance has been given by Mr. Varvaro to the Company, or if such failure is not capable of being cured in such time, a cure will not have been diligently pursued by the Company within such 60 day period. Severance will then consist of 16 weeks of paid salary, unless Mr. Varvaro signs a release, in which case he will receive compensation equal to the lesser of the remainder of his agreement or 12 months paid salary.
I
n the event Mr. Varvaro is terminated as a result of his death or disability he will be entitled to his accrued but unpaid base salary, stock vested through the date of his termination and, notwithstanding any policy of the Company to the contrary, any annual bonus that would be due to him for the fiscal year in which termination pursuant to death or disability took place in an amount no less than the prorated portion of his Maximum Annual Bonus. Mr. Varvaro’s bonus will be either prorated or paid in full to him, or his estate, as the case may be, at the time he would have received such bonus had he remained an employee of the Company.
In the event that Mr. Varvaro is terminated by the Company for “Cause” (as defined in the Amended Varvaro Agreement), he will only be entitled to his accrued but unpaid base salary, and any stock vested through the date of his termination.
In the event that Mr. Varvaro is terminated due to a “Cessation of Business” (as defined in the Amended Varvaro Agreement), Mr. Varvaro will be entitled to a lump sum payment of base salary and an amount equal to the Maximum Annual Bonus, and continuation of health benefits until the last to occur of the term or renewal term of the agreement or 12 months from the date of termination.
In the event the Company terminates Mr. Varvaro’s employment “without Cause,” Mr. Varvaro will be entitled to severance in the form of any stock vested through the date of his termination and continuation of his base salary for a period of eight weeks, or, if Mr. Varvaro enters into a standard separation agreement, Mr. Varvaro will receive continuation of base salary and health benefits, together with applicable fringe benefits as provided to other executive employees until the last to occur of the expiration of the term or renewal term then in effect or 24 months from the date of termination (the “Severance Period”), will receive his Maximum Annual Bonus if the Severance Period is equal to 24 months or a pro rata portion thereof if less, as well as the full vesting of any otherwise unvested stock.
-22-
Employment Agreement with Troy Rhonemus
On March 6, 2014, the Company entered into an Employment Agreement (the “Rhonemus Agreement”) with Troy Rhonemus. The Rhonemus Agreement has a one year term beginning on the date of the agreement that automatically renews unless the Rhonemus Agreement is terminated in accordance with its terms. The Rhonemus Agreement provides for a base salary of $180,000, and provides for an annual cash bonus (based on performance targets) of up to 30% of his base salary (30% of this salary being the “Maximum Annual Bonus”), and provides for option grants of 250,000 shares of Common Stock. The option grants were awarded on February 21, 2014.
On March 17, 2015, the Board increased the base salary of Mr. Rhonemus to $190,000. In addition, on April 16, 2015, the Board approved increasing the base salary of Mr. Rhonemus to $215,000, effective upon the listing of the Company’s common stock on a national securities exchange. In January 2016, the Board approved the recommendations of the Company’s Compensation Committee paying Mr. Rhonemus a bonus of $22,800 for services provided to the Company during the fiscal year ending January 2, 2016. On March 14, 2016, the Board increased the base salary of Mr. Rhonemus to $210,000.
The severance terms of the Rhonemus Agreement provide that in the event Mr. Rhonemus’ employment with us is terminated voluntarily by Mr. Rhonemus, he will be entitled to any accrued but unpaid base salary and any accrued but unpaid welfare and retirement benefits. In addition, if Mr. Rhonemus leaves the Company for Good Reason he will also be entitled to severance equal to two weeks of base salary for each full year of service to a maximum of eight weeks of the base salary. “Good Reason” means a failure by the Company to comply with any other material provision of the Rhonemus Agreement which has not been cured within 60 days after notice of such failure has been given by Mr. Rhonemus to the Company, or if such failure is not capable of being cured in such time, a cure will not have been diligently pursued by the Company within such 60 day period.
In the event Mr. Rhonemus is terminated as a result of his death or disability he will be entitled to his accrued but unpaid base salary, and, notwithstanding any policy of the Company to the contrary, any annual bonus that would be due to him for the fiscal year in which termination pursuant to death or disability occurs will be prorated to Mr. Rhonemus (or his estate, as the case may be) at the time Mr. Rhonemus would have received such bonus had he remained an employee of the Company.
In the event that Mr. Rhonemus is terminated by the Company for “Cause” (as defined in the Rhonemus Agreement), he will only be entitled to his accrued but unpaid base salary, and any accrued but unpaid welfare and retirement benefits.
In the event that Mr. Rhonemus is terminated due to a “Cessation of Business” (as defined in the Rhonemus Agreement), Mr. Rhonemus will be entitled to a lump sum payment of (i) base salary until the last to occur of (A) the expiration of the remaining portion of the initial term or the then applicable renewal term, as the case may be, or (B) the expiration of the 12-month period commencing on the date Employee is terminated, and (ii) the Maximum Annual Bonus.
In the event the Company terminates Mr. Rhonemus’ employment “without Cause,” Mr. Rhonemus will be entitled to severance equal to two weeks of base salary for each full year of service to a maximum of eight weeks of the base salary, or, if Mr. Rhonemus enters into a standard separation agreement, Mr. Rhonemus will receive continuation of base salary and health benefits, together with applicable fringe benefits as provided until the expiration of the term or renewal term then in effect, however, that in the case of medical and dental insurance, until the expiration of 12 months from the date of termination.
-23-
2015 Director Compensation
From time to time, non-employee directors receive a stock award or a grant of options to buy our common stock. These stock awards and options are granted under the Second Amended and Restated 2007 Equity Incentive Plan of the Company, or the 2007 Plan. The number of shares awarded or the number of options granted and the vesting conditions are determined by the Compensation Committee of the Board of Directors. The vesting schedule on the options awarded for the fiscal year ended January 2, 2016 is as follows: 8.333% of the options vest monthly.
The following table provides information concerning compensation of our non-employee directors who were directors during the fiscal year ended January 2, 2016. The compensation reported is for services as directors for the fiscal year ended January 2, 2016.
Summary Compensation Table
|
Name
|
Fees
Earned or
Paid in
Cash ($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)(2)
|
Non-Equity
Incentive Plan
Compensation ($)
|
Non-Qualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||
|
Stephen Allen (3)
|
- | - | 74,548 | - | - | - | 74,548 | |||||||||||||||||||||
|
Stephen Block (4)
|
- | - | 60,002 | - | - | - | 60,002 | |||||||||||||||||||||
|
Reid Dabney (5)
|
- | - | 58,184 | - | - | - | 58,184 | |||||||||||||||||||||
|
Hugh Dunkerley (6)
|
- | - | 49,093 | - | - | - | 49,093 | |||||||||||||||||||||
|
Jeff Baxter (7)
|
- | - | 194,552 | - | - | - | 194,552 | |||||||||||||||||||||
|
Robert Fried (8)
|
- | - | 134,384 | - | - | - | 134,384 | |||||||||||||||||||||
|
Mark S. Germain (9)
|
- | 153,750 | - | - | - | - | 153,750 | |||||||||||||||||||||
|
Glenn L. Halpryn (10)
|
- | - | 54,547 | - | - | - | 54,547 | |||||||||||||||||||||
|
Barry Honig (11)
|
- | - | - | - | - | - | - | |||||||||||||||||||||
|
Michael Brauser (12)
|
- | - | - | - | - | - | - | |||||||||||||||||||||
|
(1)
|
The amounts in the column titled “Stock Awards” above reflect the aggregate award date fair value of 125,000 shares of fully vested Company’s common stock awarded to Mark Germain on April 16, 2015. The fair value of the stock award was based on the trading price of the Company’s common stock on the date of award.
|
|
(2)
|
The amounts in the column titled “Option Awards” above reflect the aggregate grant date fair value of stock option awards for the fiscal year ended January 2, 2016. See Note 9 of the ChromaDex Corporation Consolidated Financial Report included in this Form 10-K for the year ended January 2, 2016 for a description of certain assumptions in the calculation of the fair value of the Company’s stock options. Except as stated below with respect to options awarded to Mr. Fried, the options have an exercise price of $1.22 and, except as stated below with respect to options held by Mr. Halpryn, vest 1/12th every month for 12 months commencing in August 2015.
|
|
(3)
|
On July 6, 2015, Stephen Allen was awarded the option to purchase 102,500 shares of the Company’s common stock.
|
|
(4)
|
On July 6, 2015, Stephen Block was awarded the option to purchase 82,500 shares of the Company’s common stock.
|
|
(5)
|
On July 6, 2015, Reid Dabney was awarded the option to purchase 80,000 shares of the Company’s common stock.
|
|
(6)
|
On July 6, 2015, Hugh Dunkerley was awarded the option to purchase 67,500 shares of the Company’s common stock.
|
-24-
|
(7)
|
On July 6, 2015, Jeff Baxter was awarded the option to purchase 267,500 shares of the Company’s common stock.
|
|
(8)
|
On July 30, 2015, Robert Fried was awarded the option to purchase 200,000 shares of the Company’s common stock with an exercise price of $1.10 per share.
|
|
(9)
|
On April 16, 2015, Mark Germain resigned from the Board of Directors and was awarded 125,000 shares of common stock. Mr. Germain’s unvested restricted stock and options became fully vested upon his resignation from the Board of Directors.
|
|
(10)
|
On July 6, 2015, Glenn Halpryn was awarded the option to purchase 75,000 shares of the Company’s common stock. On July 9, 2015, Mr. Halpryn resigned from the Board of Directors and his unvested restricted stock and options became fully vested upon his resignation from the Board of Directors.
|
|
(11)
|
Effective February 25, 2015, all of Mr. Honig’s unvested restricted stock and options became fully vested upon his resignation from the Board of Directors.
|
|
(12)
|
Effective February 25, 2015, all of Mr. Brauser’s unvested restricted stock and options became fully vested upon his resignation from the Board of Directors.
|
-25-
Grants of Plan-Based Awards
The following table summarizes the stock option awards granted to our named executive officers during the year ended
January 2, 2016:
|
Name
|
Grant Date
|
All Other Option Awards: Number of Securities Underlying Options
|
Exercise or Base Price of Option Awards ($/Share)(1)
|
Grant Date
Fair Value
of Stock
and Option
Awards($)(2)
|
||||||||||
|
Frank L. Jaksch Jr.
|
7/6/2015
|
150,000 | $ | 1.22 | $ | 114,857 | ||||||||
|
Thomas C. Varvaro
|
7/6/2015
|
125,000 | $ | 1.22 | $ | 96,229 | ||||||||
|
Troy A. Rhonemus
|
7/6/2015
|
100,000 | $ | 1.22 | $ | 76,091 | ||||||||
|
(1)
|
The exercise price of the stock options awarded was determined in accordance with
our Second Amended and Restated 2007 Equity Incentive Plan, which provides that the exercise price for an option granted be the average of the highest and lowest trading prices of our common stock on the date of grant.
|
|
(2)
|
Based upon the aggregate grant date fair value of stock option awards. See
Note 9
of the ChromaDex Corporation Consolidated Financial Report included in this Form 10-K for the year ended January 2, 2016 for a description of certain assumptions in the calculation of the fair value of the Company’s stock options.
|
Option Exercises and Stock Vested
The following table summarizes, with respect to our named executive officers, all options that were exercised and restricted
stock vested during the year ended January 2, 2016. Our named executive officers did not exercise any options and restricted
stock awarded to executive officers were not vested:
|
Option Awards
|
Restricted Stock
|
|||||||||||||
|
Name
|
|
Number of Shares Acquired on Exercise(#)
|
Value Realized
on Exercise ($)
|
Number of Shares Vested (#)
|
Value Realized
on Vesting ($)
|
|||||||||
|
Frank L. Jaksch Jr.
|
-
|
$
|
-
|
-
|
$
|
-
|
||||||||
|
Thomas C. Varvaro
|
-
|
$
|
-
|
-
|
$
|
-
|
||||||||
|
Troy A. Rhonemus
|
-
|
$
|
-
|
-
|
$
|
-
|
||||||||
-26-
Outstanding Equity Awards at Fiscal Year End
The following table sets forth certain information regarding stock options and restricted stock granted to our named executive officers outstanding as of January 2, 2016.
Outstanding Stock Options at 2015 Fiscal Year-End
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option Exercise
Price ($)
|
Option
Expiration Date
|
||||||||||||||
|
Frank L. Jaksch Jr.
|
|
300,000
|
|
|
—
|
—
|
|
1.50
|
|
|
12/1/2016
|
|
||||||||
|
|
700,000
|
|
|
—
|
—
|
|
1.50
|
|
|
4/21/2018
|
|
|||||||||
|
|
150,000
|
|
|
—
|
—
|
|
1.50
|
|
|
4/21/2018
|
|
|||||||||
|
|
100,000
|
|
|
—
|
—
|
|
0.50
|
|
|
5/13/2019
|
|
|||||||||
|
|
100,000
|
|
|
—
|
—
|
|
1.70
|
|
|
5/20/2020
|
|
|||||||||
|
125,000
|
|
|
—
|
—
|
|
1.54
|
|
|
5/10/2021
|
|||||||||||
|
208,333
|
41,667
|
(1)
|
—
|
0.64
|
8/28/2022
|
|||||||||||||||
|
1,901,418
|
—
|
—
|
0.945
|
9/15/2022
|
||||||||||||||||
|
56,250
|
93,750
|
(2)
|
—
|
1.25
|
6/18/2024
|
|||||||||||||||
|
—
|
150,000
|
(3)
|
—
|
1.22
|
7/6/2025
|
|||||||||||||||
|
Thomas C. Varvaro
|
|
250,000
|
|
|
—
|
—
|
|
1.50
|
|
|
12/1/2016
|
|
||||||||
|
|
100,000
|
|
|
—
|
—
|
|
1.50
|
|
|
4/21/2018
|
|
|||||||||
|
|
75,000
|
|
|
—
|
—
|
|
0.50
|
|
|
5/13/2019
|
|
|||||||||
|
|
336,700
|
|
|
—
|
—
|
|
1.545
|
|
|
5/20/2020
|
|
|||||||||
|
|
75,000
|
|
|
—
|
—
|
|
1.545
|
|
|
5/20/2020
|
|
|||||||||
|
4,288
|
|
|
—
|
—
|
|
1.54
|
|
|
5/10/2021
|
|||||||||||
|
166,667
|
33,333
|
(4)
|
—
|
0.64
|
8/28/2022
|
|||||||||||||||
|
863,511
|
—
|
—
|
0.945
|
9/15/2022
|
||||||||||||||||
|
46,875
|
78,125
|
(5)
|
—
|
1.25
|
6/18/2024
|
|||||||||||||||
|
—
|
125,000
|
(6)
|
—
|
1.22
|
7/6/2025
|
|||||||||||||||
|
Troy A. Rhonemus
|
|
291,667
|
|
|
108,333
|
(7)
|
—
|
|
0.63
|
|
|
1/25/2023
|
||||||||
|
|
152,778
|
|
|
97,222
|
(8)
|
—
|
|
1.75
|
|
|
2/21/2024
|
|||||||||
|
|
28,125
|
|
|
46,875
|
(9)
|
—
|
|
1.25
|
|
|
6/18/2024
|
|||||||||
|
—
|
100,000
|
(10)
|
—
|
1.22
|
7/6/2025
|
|||||||||||||||
|
(1)
|
5,208 of Mr. Jaksch’s options vest on 28th of every month through August 28, 2016.
|
|
(2)
|
3,125 of Mr. Jaksch’s options vest on 18th of every month through June 18, 2018.
|
|
(3)
|
37,500 of Mr. Jaksch’s options vest on July 6, 2016 and 3,125 of his options vest on 6th of every month thereafter through July 6, 2019.
|
|
(4)
|
4,167 of Mr. Varvaro’s options vest on 28th of every month through August 28, 2016.
|
|
(5)
|
2,604 of Mr. Varvaro’s options vest on 18th of every month through June 18, 2018.
|
|
(6)
|
31,250 of Mr. Varvaro’s options vest on July 6, 2016 and 2,604 of his options vest on 6th of every month thereafter through July 6, 2019.
|
|
(7)
|
8,333 of Mr. Rhonemus’ options vest on 25th of every month through January 25, 2017.
|
|
(8)
|
6,944 of Mr. Rhonemus’ options vest on 21st of every month through February 21, 2017.
|
|
(9)
|
1,563 of Mr. Rhonemus’ options vest on 18th of every month through June 18, 2018.
|
|
(10)
|
25,000 of Mr. Rhonemus’ options vest on July 6, 2016 and 2,083 of his options vest on 6th of every month thereafter through July 6, 2019.
|
|
(11)
|
3,125 of Mr. Jaksch’s options vest on 18th of every month through June 18, 2018.
|
-27-
Outstanding Restricted Stock at 2015 Fiscal Year-End
| Name |
Number of Shares or
Units of Stock
That Have Not Vested (#)
|
Market Value of Shares
of Units of Stock That
Have Not Vested ($)
|
Equity incentive plan
awards: Number of
unearned shares, units
or other rights that
have not vested (#) (1)
|
Equity incentive plan
awards: Market or
payout value of
unearned shares, units
or other rights that
have not vested ($) (2)
|
||||||||||||
|
Frank L. Jaksch Jr.
|
— | — | 500,000 | $ | 610,000 | |||||||||||
|
Thomas C. Varvaro
|
— | — | 500,000 | $ | 610,000 | |||||||||||
|
Troy A. Rhonemus
|
— | — | — | $ | — | |||||||||||
|
(1)
|
On June 6, 2012, Frank L. Jaksch Jr. and Thomas C. Varvaro were each awarded 250,000 shares of restricted stock. In addition, on January 2, 2014, Mr. Jaksch and Mr. Varvaro were each awarded 250,000 shares each of restricted stock. These shares were to originally vest upon the earlier to occur of the following: (i) the market price of the Company’s stock exceeds a certain price, or (ii) one of other certain triggering events, including the termination of the officers and members of the board of directors without cause for any reason. On March 7, 2016, the Company and each of the executives amended the restricted stock awards to provide that the awards shall not vest upon the market price of the Company’s stock exceeding a certain price or listing of the Company’s stock on a national securities exchange.
|
|
(2)
|
The amounts in the column titled “Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested” above reflect the aggregate market value based on the closing market price of the Company’s stock on January 2, 2016.
|
Equity Compensation Plan Information
The following table provides information about our equity compensation plans as of January 2, 2016:
| A | B | C | ||||||||||
|
Plan Category
|
Number of
securities
to be issued
upon
exercise of
outstanding
options,
warrants
and rights
|
Weighted-
average
exercise
price of
outstanding
options,
warrants
and rights
|
Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (A))
|
|||||||||
|
Equity compensation plans approved by security holders
|
15,734,755 | $ | 1.15 | 3,321,226 | (1) | |||||||
|
Equity compensation plans not approved by security holders
|
- | - | - | |||||||||
|
Total
|
15,734,755 | $ | 1.15 | 3,321,226 | (1) | |||||||
|
(1)
|
Pursuant to our Second Amended and Restated 2007 Equity Incentive Plan, we are authorized to issue shares under this plan that total no more than 20% of our shares of Common Stock issued and outstanding, as determined on a fully diluted basis.
|
-28-
REPORT OF AUDIT COMMITTEE
This report of the audit committee is required by the SEC and, in accordance with the SEC's rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act, or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed "soliciting material" or "filed" under either the Securities Act or the Exchange Act.
The Audit Committee reviews our financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process. Our independent registered public accounting firm is responsible for expressing an opinion on the conformity of the audited financial statements with generally accepted accounting principles.
In this context, the Audit Committee has reviewed and discussed with management our audited consolidated financial statements for the fiscal year ended January 2, 2016 (our 2015 fiscal year) and the notes thereto. It has discussed with Marcum, LLP, our independent registered public accounting firm for the 2015 fiscal year, the matters required to be discussed by Statement of Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee also received the written disclosures and the letter from Marcum, LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Marcum’s communications by the Audit Committee concerning independence and discussed with Marcum, LLP its independence from us. Based on such review and discussions, the Audit Committee recommended to the Board that our audited consolidated financial statements be included in the Annual Report on Form 10-K for the fiscal year ended January 2, 2016 and be filed with the SEC.
Submitted by:
The Audit Committee Of
The Board of Directors
Reid Dabney (Chairman)
Stephen Block
Jeff Baxter
Section 16 of the Exchange Act of 1934, as amended (the “Exchange Act”) requires our executive officers, directors and persons who own more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the SEC and to furnish us with copies of such reports. Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were met during the year ended January 2, 2016 except as follows: Jeff Baxter was late in filing Initial Statement of Beneficial Ownership of Securities on Form 3.
-29-
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Related Persons
On August 28, 2015, the Company entered into an Exclusive Supply Agreement (the “Supply Agreement”) with Healthspan Research, LLC (“Healthspan”). Under the terms of the Supply Agreement, Healthspan agreed to purchase NIAGEN® from the Company and the Company granted to Healthspan worldwide rights for resale of specific dietary supplements containing NIAGEN® in certain markets.
Pursuant to the terms of the Supply Agreement, in exchange for a 4% equity interest in Healthspan, the Company agreed to initially supply NIAGEN® to Healthspan free of charge and thereafter at a fixed price and, in exchange for an additional 5% equity interest in Healthspan, the Company will grant to Healthspan certain exclusive rights to resell NIAGEN® in certain direct response channels. Healthspan will pay the Company royalties on the cumulative worldwide net sales of its finished products containing NIAGEN®. The exclusivity rights will remain for so long as Healthspan meets certain minimum purchase requirements. In the event that, during the initial term, the Company terminates the exclusivity rights due to failure to meet the minimum purchase requirements or for any reason other than a material breach of the Supply Agreement by Healthspan, then the 5% equity interest shall be automatically redeemed for a purchase price of $1.00 effective upon the date of termination of the exclusivity rights.
In connection with the foregoing, also on August 28, 2015, the Company and Healthspan entered into an interest purchase agreement and limited liability company agreement pursuant to which the Company was issued 9% of the outstanding equity interests of Healthspan. Robert Fried, a director of the Company, is the manager of Healthspan and owns 91% of the outstanding equity interests of Healthspan. The Supply Agreement, interest purchase agreement and limited liability company agreement were unanimously approved by the independent directors of the Company.
As of January 2, 2016, the Company had not shipped any NIAGEN® to Healthspan and Healthspan did not issue any equity interests to the Company. Accordingly, there is no accounting recognition of this arrangement for the twelve-month period ended on January 2, 2016.
On November 4, 2015, the Company entered into securities purchase agreements with Barry Honig, Michael Brauser and Frost Gamma Investments Trust, each beneficial owners of over 5% of our common stock, to raise an aggregate of $2,000,000 in a registered direct offering. Pursuant to the purchase agreements, the Company sold a total of 200,000 Units at a purchase price of $10.00 per Unit, with each Unit consisting of eight shares of the Company’s common stock and a warrant to purchase four shares of common stock at an exercise price of $1.50 and a term of 3 years. The offering was made pursuant to a prospectus supplement dated November 4, 2015 and an accompanying prospectus dated May 8, 2015 pursuant to the Company’s shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission on May 8, 2015 and became effective on June 5, 2015 (File No. 333-203204). The prospectus supplement registered the shares of common stock issued in the offering and the common stock underlying the warrants.
The Company did not have any transactions with related persons during the years ended January 2, 2016, January 3, 2015 and December 28, 2013 except as set forth above.
Review, approval or ratification of transactions with related persons.
On an ongoing basis, the Audit Committee reviews all “related party transactions” (those transactions that are required to be disclosed in this Annual Report on Form 10-K by SEC Regulation S-K, Item 404 and under Nasdaq’s rules), if any, for potential conflicts of interest and all such transactions must be approved by the Audit Committee
.
-30-
PROPOSAL 1:
ELECTION OF DIRECTORS
Directors are to be elected at the Annual Meeting to serve until the next annual meeting of stockholders. Unless otherwise instructed, the persons named in the accompanying proxy intend to vote the shares represented by the Proxy for the election of the seven nominees listed below. Although it is not contemplated that any nominee will decline or be unable to serve as a director, in such event, proxies will be voted by the proxy holder for such other persons as may be designated by the Board of Directors, unless the Board of Directors reduces the number of Directors to be elected. Election of a Board of Directors requires a plurality of the votes cast at the Annual Meeting.
The current Board of Directors consists of Frank Jaksch, Jr., Stephen Block, Reid Dabney, Hugh Dunkerley, Stephen Allen, Jeff Baxter and Robert Fried. The Board of Directors has determined that a majority of its members, being Stephen Allen, Stephen Block, Reid Dabney, Hugh Dunkerley, Jeff Baxter and Robert Fried, are independent directors within the meaning of the applicable NASDAQ rules.
The following table sets forth the director nominees. It also provides certain information about the nominees as of the Record Date.
Nominees for Election to Board of Directors
|
Director
|
||||||||
|
Name
|
Age
|
Since
|
||||||
|
Frank Jaksch, Jr.
|
47 | 2000 | ||||||
|
Stephen A. Block
|
71 | 2007 | ||||||
|
Reid Dabney
|
64 | 2007 | ||||||
|
Hugh Dunkerley
|
42 | 2005 | ||||||
|
Stephen Allen
|
66 | 2014 | ||||||
|
Jeff Baxter
|
54 | 2015 | ||||||
|
Robert Fried
|
56 | 2015 | ||||||
Frank L. Jaksch Jr.
, 47, is a co-founder of the Company and has served as a member of Board since February 2000. Mr. Jaksch served as Chairman of the Board from May 2010 to October 2011 and was its Co-Chairman from February 2000 to May 2010. Mr. Jaksch currently serves as our Chief Executive Officer. Mr. Jaksch oversees research, strategy and operations for the Company with a focus on scientific and novel products for pharmaceutical and nutraceutical markets. From 1993 to 1999, Mr. Jaksch served as International Subsidiaries Manager of Phenomenex, a life science supply company where he managed the international subsidiary and international business development divisions. Mr. Jaksch earned a B.S. in Chemistry and Biology from Valparaiso University. The Nominating and Corporate Governance Committee believes that Mr. Jaksch’s years of experience working in chemistry-related industries, his extensive sales and marketing background, and his knowledge of international business bring an understanding of the industries in which the Company operates as well as scientific expertise to the Board.
Stephen A. Block
, 71, has been a director of the Company since October 2007 and Chair of the Compensation Committee and a member of the Audit Committee since October 2007. From May 2010 to October 2011, Mr. Block served as Lead Independent Director to the Board. Mr. Block is also a director and chair of the nominating and corporate governance committee and a member of the audit committee of Senomyx, Inc. (NASDAQ:SNMX). He has served on the board of directors of Senomyx, Inc. since 2005. Until December 2011, he also served as the chairman of the board of directors of Blue Pacific Flavors and Fragrances, Inc., and, until March 2012, as a director of Allylix, Inc. He served on the boards of directors of these privately held companies since 2008, and 2007, respectively. Mr. Block retired as senior vice president, general counsel and secretary of International Flavors and Fragrances Inc., a leading creator, manufacturer and seller of flavors and fragrances (IFF) in December 2003, having been IFF’s chief legal officer since 1993. During his eleven years at IFF he also led the company’s Regulatory Affairs Department. Prior to 1993, Mr. Block served as senior vice president, general counsel, secretary and director of GAF Corporation, a company specializing in specialty chemicals and building materials, and its publicly traded subsidiary International Specialty Products Inc., held various management positions with Celanese Corporation, a company specializing in
-31-
synthetic fibers, chemicals and plastics, and practiced law with the New York firm of Stroock & Stroock & Lavan. Mr. Block currently serves as an industry consultant and as a Venture Partner of K5 Venture Partners, LLC, an Orange County early stage venture firm. He is also a Managing Director of K5 Venture Partner, LLC’s affiliated accelerator K5 Launch and a member of the executive committee of the Orange County network of Tech Coast Angels, a leading investing group. Mr. Block received his B.A. cum laude in Russian Studies from Yale University and his law degree from Harvard Law School. The Nominating and Corporate Governance Committee believes that Mr. Block’s experience as the chief legal officer of one of the world’s leading flavor and fragrance companies contributes to the Board’s understanding of the flavor industry, including the Board’s perspective on the strategic interests of potential collaborators, the regulation of the industry, and the viability of various commercial strategies. In addition, Mr. Block’s experience in the area of corporate governance and public company financial reporting is especially valuable to the Board in his capacity as a member of both the Audit Committee and the Compensation Committee.
Reid Dabney
, 64, has served as a director of the Company and has chaired the Audit Committee since October 2007. Mr. Dabney is the Company’s audit committee financial expert. Since November 2014 to the present, he has served as the chief financial officer and secretary of Code Rebel Corporation (NASDAQ: CDRB) (a Software As A Service (SaaS) and Systems Integration technology provider). From December 2014 to December 2015, he served as a managing director and chief compliance officer of CVCapital Securities, LLC. From October 2012 to November 2013, he served as a managing director of Merriman Capital, Inc. From May 2008 to July 2012, he served as a managing director of Monarch Bay Associates, LLC. From March 2005 to November 2008, Mr. Dabney served as Cecors, Inc.'s (OTC Markets: CEOS) (a SaaS technology provider) senior vice president and chief financial officer. From July 2003 to the present, Mr. Dabney has been engaged by CFO911 as a managing director and business and financial consultant. From January 2003 to August 2004, Mr. Dabney served as vice president of National Securities, a broker-dealer firm specializing in raising equity for private operating businesses that have agreed to become public companies through reverse merger transactions with publicly traded shell companies. From June 2002 to January 2003, Mr. Dabney was the chief financial officer of House Ear Institute in Los Angeles, California. Mr. Dabney received a B.A. from Claremont McKenna College and an M.B.A. in Finance from the University of Pennsylvania's Wharton School. Mr. Dabney also holds Series 7, 24, 63, 79 and 99 licenses from the Financial Industry Regulatory Authority (FINRA). The Nominating and Corporate Governance Committee believes that Mr. Dabney's experience as chief financial officer of a public company and his extensive experience dealing with financial markets qualify him to chair the Audit Committee and that Mr. Dabney brings financial, merger and acquisition experience, and a background working with public marketplaces to the Board.
Hugh Dunkerley
, 42, has served as a director of the Company since December 2005 and has served on the Compensation Committee since May 2010 and has served on the Nominating and Governance Committee from October 2007 to December 2013. From October 2002 to December 2005, Mr. Dunkerley served as Director of Corporate Development at ChromaDex. Currently Mr. Dunkerley is President of Fondinvest Capital SAS, a 20 year old Paris based Private Equity Fund of Funds business. Mr. Dunkerley has been a Managing Director of Burnham Securities Inc., a New York based investment bank, from September 2013 to December 2015. Prior to Burnham, Mr. Dunkerley was an EVP, Capital Markets of COR Capital LLC, an investment fund based in Santa Monica, CA. Mr. Dunkerley has also been the President and Director of The Valor Group, a Bermudian based and listed company that oversees a portfolio of insurance assets in the EU. Mr. Dunkerley was a Manager of Capital Markets for the FDIC, Division of Resolutions and Receiverships, from February 2009 to March 2011 where he was active in implementing the Dodd-Frank Wall Street Reform Act, along with the oversight of securities and derivatives portfolios for large money center banks. He was president and chief executive officer of Cecors, Inc. (OTCBB:CEOS.OB), a Software As A Service (SaaS) technology provider, from October 2007 to February 2009. He had served as Cecor's chief operating officer and as vice president of corporate finance starting in June 2006. During 2006 Mr. Dunkerley also served as VP of Small-Mid Cap Equities at Hunter Wise Financial Group, LLC, specializing in investment banking advisory services to US and EU companies. Mr. Dunkerley received his undergraduate degree from the University of Westminster, London and earned a MBA from South Bank University, London. Mr. Dunkerley also holds Series 7, 24, 66 and 79 licenses from FINRA. The Nominating and Corporate Governance Committee believe that Mr. Dunkerley's experience as the chief executive officer of a public company and his extensive financial market experience qualify him to sit on the Compensation Committee and that Mr. Dunkerley brings financial and mergers and acquisitions experience, and experience with public marketplaces and regulatory oversight to the Board. His previous experience as an employee of the Company also allows him to provide a unique perspective of and extensive knowledge on the industries in which the Company operates.
-32-
Stephen R. Allen
, 66, has served as Chairman of the Board since February 2015, and as a director of the Board, Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee since January 2014. Until 2009, Mr. Allen worked for Nestlé, at which point he retired from a 30 year career where he served in various sales, marketing and management roles, including 7 years serving in Nestlé’s Mergers and Acquisitions department. Until 2012, Mr. Allen served on the Advisory Board of Vitamin Angels, an organization focused on eliminating childhood malnutrition in Africa and the Middle East. Currently, Mr. Allen serves as the non-executive Vice Chairman of 6 Pacific group, a Los Angeles based boutique advisory and investment firm. Mr. Allen also serves as the Managing Partner of California Agricultural Orchards LLC and California Nut Orchards LLC which, along with growing almonds and grapes, manages the assets of high net-worth individuals. Mr. Allen also serves as the President of the Board of the North American Foundation for the University of Leeds where Mr. Allen plays a key role in fundraising efforts. Mr. Allen received his B.Sc. with honors from the University of Leeds and his M.Sc. at the University of London, School of Hygiene & Tropical Medicine. The Nominating and Corporate Governance Committee believes that Mr. Allen’s past experience in the nutritional industry bring financial expertise, industry knowledge, and merger and acquisition experience to the Board.
Jeff Baxter,
54, has served as a director of the Company since April 2015 and has served as a member of the Audit Committee and the Nominating and Corporate Governance Committee since April 2015. Mr. Baxter has served as President and CEO and a Director of VBI Vaccines, Inc. (NASDAQ:VBIV) since 2009. Previously, he was managing partner for the venture capital firm, The Column Group, where he played a pivotal role in the creation of several biotech companies including Immune Design Corp., a vaccine company based on the Lentiviral vector platform and TLR adjuvant technologies. Until July of 2006, Mr. Baxter was SVP, R&D Finance and Operations, of GlaxoSmithKline (GSK). In his 19 years of pharma experience at GSK, he has held line management roles in R&D, commercial, manufacturing, Finance and The Office of the CEO. His most recent position in the global R&D organization included responsibility for finance, pipeline resource planning and allocation, business development deal structuring and SROne (GSK's in-house $125 million venture capital fund). He also chaired GSK's R&D Operating Board. Prior to GSK, he worked at Unilever and British American Tobacco. Mr. Baxter was educated at Thames Valley University and is a Fellow of the Chartered Institute of Management Accountants (FCMA). The Nominating and Corporate Governance Committee believes that Mr. Baxter’s past experience in the pharmaceutical industry bring financial expertise, industry knowledge, and research and development experience to the Board.
Robert Fried
, 56, has served as a director of the Company since July 2015 and has served as a member of the Nominating and Corporate Governance Committee since July 2015. Mr. Fried served as Chairman of the Board of Directors of IDI, Inc. (NYSE MKT:IDI) (formerly Tiger Media, Inc.), an information solutions provider focused on the multi-billion dollar data fusion market and formerly a Chinese advertising company prior to its merger with the parent company of Interactive Data, LLC, from 2011 until June 2015. From 2007-2009, he was the president, CEO and a director of Ideation Acquisition Corporation, a special purpose acquisition company. Mr. Fried is the founder and CEO of Feeln, a subscription streaming video service, which was acquired by Hallmark Cards Inc. in 2012. Since then, he manages digital businesses for Hallmark including Feeln, Hallmark e-cards, and Hallmark Print on Demand. Mr. Fried is also an Academy Award winning motion picture producer whose credits include Rudy, Collateral, Boondock Saints, So I Married an Axe Murderer, Godzilla, and numerous others. From December 1994 until June 1996, he was President and CEO of Savoy Pictures, a unit of Savoy Pictures Entertainment, Inc., which was sold in 1996 to Silver King Communications, which is now a part of InterActive Corp. Mr. Fried has also held several executive positions including Executive Vice President in charge of Production for Columbia Pictures, Director of Film Finance and Special Projects for Columbia Pictures, and Director of Business Development at Twentieth Century Fox. Mr. Fried holds an M.S. from Cornell University and an M.B.A. from the Columbia University Graduate School of Business. The Nominating and Corporate Governance Committee believes that Mr. Fried’s past experience as Chairman of the Board of Directors of another public company bring financial expertise and industry knowledge to the Board.
Family Relationships
There are no family relationships between any of our directors, executive officers or directors.
-33-
Involvement in Certain Legal Proceedings
During the past ten years, none of our officers, directors, promoters or control persons have been involved in any legal proceedings as described in Item 401(f) of Regulation S-K.
VOTE REQUIRED
Under applicable Delaware law, the election of each nominee requires the affirmative vote by a plurality of the voting power of the shares present and entitled to vote on the election of directors at the Annual Meeting at which a quorum is present.
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES NAMED ABOVE AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
-34-
PROPOSAL 2:
RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Board has appointed Marcum LLP (“Marcum”), to serve as our independent registered public accounting firm for the year ending December 31, 2016
and has further directed that management submit the selection of independent registered public accountants for ratification by the stockholders at the annual meeting. Marcum has audited the Company’s financial statements since 2013. Representatives of Marcum are not expected to be present at the annual meeting.
Stockholder ratification of the selection of Marcum as the Company’s independent registered public accountants is not required by Delaware law, the Company’s certificate of incorporation, or the Company’s bylaws. However, the Audit Committee is submitting the selection of Marcum to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accountants at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.
The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the annual meeting will be required to ratify the selection of Marcum. Abstentions will be counted toward the tabulation of votes cast on Proposal 2 and will have the same effect as negative votes. Broker non-votes will be counted towards a quorum, but will not be counted for any purpose in determining whether Proposal 2 has been approved.
Audit Fees
The following table sets forth fees billed to us by Marcum LLP, our independent registered public accounting firm during the fiscal years ended January 2, 2016 and January 3, 2015.
|
Marcum, LLP
|
2015
|
2014
|
||||||
|
Audit Fees (1)
|
$
|
271,000
|
$
|
229,000
|
||||
|
Audit-Related Fees (2)
|
$
|
15,000
|
$
|
5,000
|
||||
|
Tax Fees (3)
|
$
|
—
|
$
|
—
|
||||
|
All Other Fees
|
$
|
—
|
$
|
—
|
||||
|
(1)
|
Audit fees relate to professional services rendered in connection with the audit of the Company’s annual financial statements and internal control over financial reporting and quarterly review of financial statements included in the Company’s Quarterly Reports on Form 10-Q.
|
|
(2)
|
Audit-related fees include costs incurred for reviews of registration statements and consultations on various accounting matters in support of the Company’s financial statements.
|
|
(3)
|
Tax fees consist of fees for tax compliance matters.
|
Policy for Pre-Approval of Independent Auditor Services
The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent auditor. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the specific service or category of service and is generally subject to a specific budget. The independent auditor and management are required to periodically communicate to the Audit Committee regarding the extent of services provided by the independent auditor in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.
THE BOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS INDEPENDENT PUBLIC ACCOUNTANT, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
-35-
PROPOSAL 3:
ADJOURNMENT
At the Annual Meeting, we may ask our stockholders to vote on a proposal to adjourn the Annual Meeting if necessary or appropriate in the sole discretion of our Board of Directors, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or any adjournment or postponement of the Annual Meeting to approve any of the other proposals.
If at the Annual Meeting the number of shares of our Voting Capital present or represented by proxy and voting in favor of a proposal is insufficient to approve such proposal, then our Board of Directors may hold a vote on each proposal that has garnered sufficient votes, if any, and then move to adjourn the Annual Meeting as to the remaining proposals in order to solicit additional proxies in favor of those remaining proposals.
Alternatively, even if there are sufficient shares of our Voting Capital present or represented by proxy voting in favor of all of the proposals, our Board of Directors may hold a vote on the adjournment proposal if, in its sole discretion, it determines that it is necessary or appropriate for any reason to adjourn the Annual Meeting to a later date and time. In that event, the Company will ask its stockholders to vote only upon the adjournment proposal and not any other proposal.
Any adjournment may be made without notice (if the adjournment is not for more than thirty days and a new record date is not fixed for the adjourned meeting), other than by an announcement made at the Annual Meeting of the time, date and place of the adjourned meeting.
Any adjournment of the Annual Meeting will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Annual Meeting as adjourned.
If we adjourn the Annual Meeting to a later date, we will transact the same business and, unless we must fix a new record date, only the stockholders who were eligible to vote at the original meeting will be permitted to vote at the adjourned meeting.
VOTE REQUIRED
The affirmative vote of a majority of the Voting Capital present at the Annual Meeting will be required for the approval of this Proposal 3.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ADJOURNMENT OF THE ANNUAL MEETING IF NECESSARY OR APPROPRIATE IN THE SOLE DISCRETION OF THE BOARD OF DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
OTHER BUSINESS
As of the date of this Proxy Statement, the management of the Company has no knowledge of any business that may be presented for consideration at the Annual Meeting, other than that described above. As to other business, if any, that may properly come before the Annual Meeting, or any adjournment thereof, it is intended that the Proxy hereby solicited will be voted in respect of such business in accordance with the judgment of the Proxy holders.
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CHROMADEX CORPORATION
REVOCABLE PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of ChromaDex Corporation (the “Company”) hereby revokes all previously granted proxies and appoints each of Stephen Allen and Thomas C. Varvaro as their attorneys, agents and proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote as the undersigned has designated, all the shares of Common Stock of the undersigned at the annual meeting of stockholders of the Company (the “Annual Meeting”)
to be held at the offices of ChromaDex Corporation, 10005 Muirlands Boulevard, Suite G, Irvine, CA 92618, at 9:00 a.m., local time on June 2, 2016, and at any and all postponements or adjournments thereof.
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1.
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Election of Directors
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¨
FOR ALL
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FOR ALL EXCEPT* [ ]
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WITHHOLD AUTHORITY FOR ALL
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01
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Frank L. Jaksch, Jr.
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02
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Stephen Block
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03
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Reid Dabney
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04
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Hugh Dunkerley
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05
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Stephen Allen
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06
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Jeff Baxter
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07
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Robert Fried
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NOTE: To withhold authority to vote for any individual, mark the FOR ALL EXCEPT box and enter the number next to the name(s) of the exceptions in the space provided. Unless authority to vote for all the foregoing individuals is withheld, this proxy will be deemed to confer authority to vote for every individual whose number is not so listed.
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2.
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Ratification of Marcum LLP As Independent Registered Public Accounting Firm For the Year Ending December 31, 2016
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FOR
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AGAINST
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ABSTAIN
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3.
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Approval of the Adjournment of the Annual Meeting If Necessary or Appropriate, Including to Solicit Additional Proxies in the Event that there are not Sufficient Votes at the Time of the Annual Meeting or Adjournment or Postponement Thereof to Approve Any of the Foregoing Proposals.
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¨
FOR
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AGAINST
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ABSTAIN
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4.
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In accordance with the discretion of the proxy as to all other business as may come before the meeting. If any other matter is presented, your proxies will vote in accordance with the recommendation of the Board of Directors, or, if no recommendation is given, in their own discretion. The Board of Directors at present knows of no other business to be presented at the Annual Meeting. |
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This Proxy revokes any proxy to vote such shares at the Annual Meeting heretofore given by the undersigned. Please sign and date below.
The undersigned hereby ratifies and confirms all that said attorneys and proxies, or any of them, or their substitutes, shall lawfully do or cause to be done because of this proxy, and hereby revokes any and all proxies the undersigned has given before to vote at the meeting. The undersigned acknowledges receipt of the Notice of Annual Meeting and the Proxy Statement which accompanies the notice.
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DATED: __________, 2016
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(Name)
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(Signature)
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(Signature, if held jointly)
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Sign exactly as name(s) appear(s) on stock certificate(s). If stock is held jointly, each holder must sign. If signing is by attorney, executor, administrator, trustee or guardian, give full title as such. A corporation or partnership must sign by an authorized officer or general partner, respectively.
PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENVELOPE PROVIDED TO EQUITY STOCK TRANSFER C/O MOHIT BHANSALI AT 237 W 37
TH
ST. SUITE 601, NEW YORK, NY 10018.
You may also submit your proxy facsimile to (646) 201-9006 or electronically on the Internet by going to http://www.equitystock.com.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 2, 2016.
The proxy statement and annual report to security holders are available at http://investors.chromadex.com
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