NOVA LIFESTYLE, INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a–12
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NOVA LIFESTYLE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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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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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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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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NOVA LIFESTYLE, INC.
6565 E. Washington Blvd.
Commerce, CA 90040
April 19, 2017
Dear Stockholder:
You are cordially invited to attend the 2017 Annual Meeting of Stockholders of Nova LifeStyle, Inc., a Nevada corporation, to be held at the corporate headquarters of Nova LifeStyle, Inc., located at 6565 E. Washington Blvd, Commerce, California 90040 on June 8, 2017, at 10:00 a.m. local time.
The Notice of Annual Meeting of Stockholders and Proxy Statement describe the formal business to be transacted at the annual meeting. Some of our directors and officers will be present to respond to appropriate questions from stockholders.
Whether or not you plan to attend the meeting, please vote as soon as possible. You can vote by returning the proxy card, via the Internet or by telephone. This will ensure that your shares will be represented and voted at the meeting, even if you do not attend. If you attend the meeting, you may revoke your proxy and personally cast your vote. Attendance at the meeting does not of itself revoke your proxy.
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Sincerely,
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/s/ Thanh H. Lam
Thanh H. Lam
President, Chief Executive Officer and
Chairperson of the Board of Directors
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NOVA LIFESTYLE, INC.
6565 E. Washington Blvd.
Commerce, CA 90040
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 8, 2017
NOTICE HEREBY IS GIVEN that the 2017 Annual Meeting of Stockholders of Nova LifeStyle, Inc., a Nevada corporation, will be held at the corporate headquarters of Nova LifeStyle, Inc., located at 6565 E. Washington Blvd, Commerce, California 90040 on June 8, 2017, at 10:00 a.m. local time, to consider and act upon the following:
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1.
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To elect five directors, each to serve until the 2018 Annual Meeting of Stockholders;
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2.
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To ratify the appointment of
Centurion ZD CPA Limited (formerly known as DCAW (CPA) Limited)
as our independent registered public accounting firm for the fiscal year ending December 31, 2017;
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To conduct an advisory vote on the compensation of our named executive officers; and
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To transact such other business as properly may come before the annual meeting or any adjournments thereof. The Board of Directors is not aware of any other business to be presented to a vote of the stockholders at the annual meeting.
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Stockholders of record at the close of business on April 11, 2017 are entitled to receive notice of and to vote at the 2017 Annual Meeting and any adjournments thereof.
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By Order of the Board of Directors
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/s/ Thanh H. Lam
Thanh H. Lam
President, Chief Executive Officer and
Chairperson of the Board of Directors
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Commerce, California
April 19, 2017
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on June 8, 2017:
WHETHER OR NOT YOU PLAN TO ATTEND OUR 2017 ANNUAL MEETING OF STOCKHOLDERS, YOUR VOTE IS IMPORTANT. PLEASE FOLLOW THE INSTRUCTIONS IN THE PROXY MATERIALS TO VOTE YOUR PROXY VIA THE INTERNET OR BY TELEPHONE OR REQUEST AND PROMPTLY COMPLETE, EXECUTE AND RETURN THE PROXY CARD BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU ATTEND OUR 2017 ANNUAL MEETING OF STOCKHOLDERS, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU SO DESIRE.
NOVA LIFESTYLE, INC.
6565 E. Washington Blvd.
Commerce, CA 90040
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 8, 2017
We are furnishing this Proxy Statement to the stockholders of Nova LifeStyle, Inc., a Nevada corporation in connection with the solicitation, by the Board of Directors of Nova LifeStyle, Inc. (the “Board”), of proxies to be voted at our 2017 Annual Meeting of Stockholders to be held at the corporate headquarters of Nova LifeStyle, Inc. located at 6565 E. Washington Blvd, Commerce, California 90040 on June 8, 2017, at
10:00 a.m. local time, and at any adjournments or postponements of the meeting.
When used in this Proxy Statement, the terms “Nova LifeStyle,” “Nova,” the “Company,” “we,” “our” and similar terms refer to Nova LifeStyle, Inc., a Nevada corporation, and its wholly-owned subsidiaries.
You will be eligible to vote your shares electronically via the Internet, by telephone or by mail by following the instructions in these Proxy Materials.
This Proxy Statement, our Annual Report on Form 10-K, for fiscal year ended December 31, 2016, and other proxy materials, including the Proxy Card and the Notice of Annual Meeting, are available free of charge online at www.proxyvote.com. Directions to our 2017 Annual Meeting of Stockholders are available by calling (323) 888-9999 or by written request to Thanh H. Lam, our President, at 6565 E. Washington Blvd., Commerce, CA 90040.
ABOUT THE 2017 ANNUAL MEETING
General: Date, Time and Place
We are providing this Proxy Statement to you in connection with the solicitation, on behalf of our Board, of proxies to be voted at our 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) or any postponement or adjournment of that meeting. The 2017 Annual Meeting will be held on June 8, 2017, at 10:00 a.m. local time at the Company’s corporate headquarters located at 6565 E. Washington Blvd, Commerce, California 90040.
Matters to be Considered and Voted Upon
At the 2017 Annual Meeting, stockholders will be asked to consider and vote (i) to elect the nominees named herein as directors; (ii) to ratify the selection of our independent registered public accounting firm; and (iii) to conduct an advisory vote on the compensation of our named executive officers. The Board does not know of any matters to be brought before the meeting other than as set forth in the notice of meeting. If any other matters properly come before the meeting, the persons named in the form of proxy or their substitutes will vote in accordance with their best judgment on such matters.
Record Date; Stock Outstanding and Entitled to Vote
Our Board established April 11, 2017 as the record date. Only holders of shares of the Company’s common stock, par value $0.001 per share, as of the record date, are entitled to notice of, and to vote at, the 2017 Annual Meeting. Each share of common stock entitles the holder thereof to one vote per share on each matter presented to our stockholders for approval at the 2017 Annual Meeting. At the close of business on the record date, we had 26,959,865 shares of our common stock outstanding.
Quorum; Required Vote
A quorum of stockholders is required for the transaction of business at the 2017 Annual Meeting. The presence of at least a majority of all of our shares of common stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, will constitute a quorum at the meeting. Votes cast by proxy or in person at the 2017 Annual Meeting will be tabulated by an election inspector appointed for the meeting and will be taken into account in determining whether or not a quorum is present. Abstentions and broker non-votes, which occur when a broker has not received customer instructions and indicates that it does not have the discretionary authority to vote on a particular matter on the proxy card, will be included in determining the presence of a quorum at the 2017 Annual Meeting.
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Assuming that a quorum is present, our stockholders may take action at the annual meeting with the votes described below.
Election of Directors.
Under Nevada law and the Amended and Restated Bylaws of the Company (“Bylaws”), the affirmative vote of a plurality of the votes cast by the holders of our shares of common stock is required to elect each director. Consequently, only shares that are voted in favor of a particular nominee will be counted toward such nominee’s achievement of a plurality. Stockholders do not have any rights to cumulate their votes in the election of directors. Abstentions and broker non-votes will not be counted toward a nominee's total.
Ratification of the selection of
Centurion ZD CPA Limited (formerly known as DCAW (CPA) Limited)
as our independent registered public accounting firm.
The affirmative vote of the holders of a majority of the shares actually voted on the proposal at the Annual Meeting, provided a quorum is present, is required to ratify the selection of Centurion ZD CPA Limited as our independent registered public accounting firm. Abstentions and broker non-votes will not be counted as votes in favor of or against the proposal.
Non-binding advisory vote regarding the compensation of our named executive officers.
The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the annual meeting is required to approve the compensation of our named executive officers. Abstentions and broker non-votes will not be counted as votes approving the compensation of our named executive officers.
Abstentions and Broker Non-Votes
Under applicable regulations, if a broker holds shares on your behalf, and you do not instruct your broker how to vote those shares on a matter considered “routine,” the broker may generally vote your shares for you. A “broker non-vote” occurs when a broker has not received voting instructions from you on a “non-routine” matter, in which case the broker does not have authority to vote your shares with respect to such matter. Rules that govern how brokers vote your shares have recently changed. Unless you provide voting instructions to a broker holding shares on your behalf, your broker may no longer use discretionary authority to vote your shares on any of the matters to be considered at the 2017 Annual Meeting other than the ratification of our independent registered public accounting firm. Please vote your proxy so your vote can be counted.
Voting Procedure; Voting of Proxies; Revocation of Proxies
Stockholders of Record
If your shares are registered directly in your name with our transfer agent, Interwest Transfer Company, Inc., you are considered the “stockholder of record” with respect to those shares. As the stockholder of record, you may vote in person at the 2017 Annual Meeting or vote by proxy using the accompanying proxy card. Whether or not you plan to attend the annual meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the 2017 Annual Meeting and vote in person even if you have already voted by proxy.
By Internet – stockholders may vote on the internet by logging on to www.proxyvote.com and following the instructions given.
By Telephone – stockholders may vote by calling 1-800-690-6903 (toll-free) with a touch tone telephone and following the recorded instructions.
By Mail – stockholders must request a paper copy of the proxy materials to receive a proxy card and follow the instructions given for mailing. A paper copy of the proxy materials may be obtained by logging onto www.proxyvote.com and following the instructions given. To vote using the proxy card, simply print the proxy card, complete, sign and date it and return it promptly to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. In the alternative, the proxy card can be mailed directly to the Company: Thanh H. Lam, our President, located at 6565 E. Washington Blvd., Commerce, CA 90040. Our Board has selected each of Yuen Ching Ho and Thanh H. Lam to serve as proxies.
If you vote by telephone or via the Internet, you do not need to return your proxy card. Telephone and Internet voting are available 24 hours a day and will close at 11:59 P.M. Eastern Time on Wednesday, June 7, 2017.
In Person - stockholders may vote in person at the 2017 Annual Meeting. To vote in person, come to the 2017 Annual Meeting and we will give you a ballot when you arrive. The Board recommends that you vote using one of the other voting methods, since it is not practical for most stockholders to attend the 2017 Annual Meeting.
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Shares of our common stock represented by proxies properly voted that are received by us and are not revoked will be voted at the 2017 Annual Meeting in accordance with the instructions contained therein. If instructions are not given, such proxies will be voted
FOR
election of each nominee for director named herein,
FOR
ratification of the selection of
Centurion ZD CPA Limited
as our independent registered public accounting firm, and
FOR
approval of the compensation of our named executive officers described in this Proxy Statement. In addition, we reserve the right to exercise discretionary authority to vote proxies, in the manner determined by us, in our sole discretion, on any matters brought before the 2017 Annual Meeting for which we did not receive adequate notice under the proxy rules promulgated by the Securities and Exchange Commission (“SEC”).
Street Name Stockholders
If you hold your shares in “street name” through a stockbroker, bank or other nominee rather than directly in your own name, you are considered the “beneficial owner” of such shares. Because a beneficial owner is not a stockholder of record, you may not vote these shares in person at the 2017 Annual Meeting unless you obtain a “legal proxy” from the broker, bank or nominee that holds your shares, giving you the right to vote those shares at the meeting. The Board recommends that you vote using one of the other voting methods, since it is not practical for most stockholders to attend the 2017 Annual Meeting.
If you hold your shares in “street name” through a stockbroker, bank or other nominee rather than directly in your own name, you can most conveniently vote by telephone, Internet or mail. Please review the voting instructions on your voting instruction form.
Your proxy is revocable at any time before it is voted at the 2017 Annual Meeting in any of the following three ways:
1. You may submit another properly completed proxy bearing a later date.
2. You may send a written notice that you are revoking your proxy to Thanh H. Lam, our President, located at 6565 E. Washington Blvd., Commerce, CA 90040.
3. You may attend the 2017 Annual Meeting and vote in person. However, simply attending the 2017 Annual Meeting will not, by itself, revoke your proxy.
Dissenters’ Right of Appraisal
Under Nevada General Corporation Law and the Company’s Articles of Incorporation, stockholders are not entitled to any appraisal or similar rights of dissenters with respect to any of the proposals to be acted upon at the 2017 Annual Meeting.
Proxy Solicitation
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
Householding
SEC rules permit us to deliver a single copy of our annual report and proxy statement, to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one copy of the annual report and proxy statement, to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. If you received a householded mailing this year and you would like to have additional copies of our annual report and proxy statement mailed to you or you would like to opt out of this practice for future mailings, contact Thanh H. Lam, our President, located at 6565 E. Washington Blvd., Commerce, CA 90040. We agree to deliver promptly, upon written or oral request, a separate copy of this Proxy Statement and annual report to any stockholder at the shared address to which a single copy of those documents were delivered.
Stockholder List
For at least ten days prior to the meeting, a list of stockholders entitled to vote at the 2017 Annual Meeting, arranged in alphabetical order, showing the address of and number of shares registered in the name of each stockholder, will be open for examination by any stockholder, for any purpose related to the 2017 Annual Meeting, during ordinary business hours at our principal executive office. The list will also be available for examination at the 2017 Annual Meeting.
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Other Business
The Board is not aware of any other matters to be presented at the 2017 Annual Meeting other than those mentioned in this Proxy Statement and our accompanying Notice of Annual Meeting of Stockholders. If, however, any other matters properly come before the 2017 Annual Meeting, the persons named in the accompanying proxy will vote in accordance with their best judgment.
Proposals of Stockholders for 2018 Annual Meeting
Stockholder proposals will be considered for inclusion in the Proxy Statement for the 2018 Annual Meeting in accordance with Rule 14a-8 under Securities Exchange Act of 1934, as amended (the “Exchange Act”), if they are received by the Company, on or before December 26, 2017.
Stockholder notice shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address, as they appear on our books, of the stockholder proposing such business; (iii) the class and number of shares of Nova LifeStyle, which are beneficially owned by the stockholder; (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Exchange Act, in his or her capacity as a proponent to a stockholder proposal.
A stockholder’s notice relating to nomination for directors shall set forth as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of Nova LifeStyle, which are beneficially owned by such person, (iv) a description of all arrangements or understandings between the stockholder and each nominee and any other person(s) (naming such person(s)) pursuant to which the nominations are to be made by the stockholder and (v) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation such person’s written consent to being named in our Proxy Statement, if any, as a nominee and to serving as a director if elected).
Proposals and notices of intention to present proposals at the 2018 Annual Meeting should be addressed to Thanh H. Lam, our President, located at 6565 E. Washington Blvd., Commerce, CA 90040.
Voting Results of 2017 Annual Meeting
Voting results will be published in a Current Report on Form 8-K issued by us within four (4) business days following the 2017 Annual Meeting.
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PROPOSAL NO. 1— ELECTION OF DIRECTORS
Nominees
Our Bylaws provide that the Board shall consist of not less than one (1) nor more than ten (10) directors. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors, although vacancies occurring as a result of removal of directors by the Company’s stockholders may only be filled by the stockholders. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the Board) will serve for the remainder of the one year term in which the vacancy occurred and until the director’s successor is elected and qualified. This includes vacancies created by an increase in the number of directors.
Our Board currently consists of five (5) members. All of our current directors will stand for re-election at the 2017 Annual Meeting.
If elected as a director at the 2017 Annual Meeting, each of the nominees will serve a one-year term expiring at the 2018 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified. Biographical information regarding each of the nominees, as of April 16, 2017, is set forth below, including their ages, positions with Nova LifeStyle, recent employment and other directorships. No family relationships exist among any of our director nominees or executive officers.
Each of the nominees has consented to serve as a director if elected. If any nominee should be unavailable to serve for any reason (which is not anticipated), the Board may designate a substitute nominee or nominees (in which event the persons named on the enclosed proxy card will vote the shares represented by all valid proxy cards for the election of such substitute nominee or nominees), allow the vacancies to remain open until a suitable candidate or candidates are located, or by resolution provide for a lesser number of directors.
Executive Officers and Directors
The persons who have been nominated for election at the annual meeting to serve on our Board of Directors are named in the table below. Proxies cannot be voted for a greater number of persons than the number of nominees named.
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Age
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Position
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Served From
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Thanh H. Lam
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49
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Chief Executive Officer, President, Chairperson and Director
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June 2011
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Yuen Ching Ho
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57
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Chief Financial Officer and Director
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May 2013
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Bin Liu (1)
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46
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Director (Independent)
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May 2015
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Huy (Charlie) La (1)
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41
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Director (Independent)
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January 2017
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Umesh Patel (1)
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59
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Director (Independent)
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October 2016
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(1) Member or nominee, as applicable, of Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee
Biographical Information
Thanh H. Lam
was appointed our President and a member of our Board on June 30, 2011, and was elected as Chairperson of the Board on June 4, 2013. Ms. Lam was appointed as our Interim Chief Executive Officer on October 7, 2016, and as our Chief Executive Officer on April 10, 2017. Ms. Lam was a co-founder of the Diamond Sofa brand and previously was the Chief Executive Officer of Diamond Bar in Commerce, California, our wholly-owned subsidiary acquired by the Company in August 2011. Ms. Lam has pioneered the Diamond Sofa brand since 1992 and, prior to our acquisition of the Diamond Sofa brand, was in charge of its product development and merchandising for the U.S. market and managed its national sales force and oversaw distribution. In 2005, Ms. Lam was featured in a Furniture Today “Fresh Faces” profile, one of the highest honors bestowed to exceptional and talented young entrepreneurs in the furniture industry. Ms. Lam received her Bachelor of Science degree in Business Administration and Finance from the California State University of Los Angeles. Ms. Lam brings to the Board many years of experience in developing a furniture brand and marketing to the U.S. furniture industry. The Board believes that Ms. Lam’s in-depth knowledge of the U.S. furniture market and knowledge of our business through her work with the Diamond Sofa brand will assist us in our future growth and expansion plans.
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Yuen Ching Ho
was appointed our Chief Financial Officer on June 30, 2011 and as a member of our Board on May 28, 2013. Mr. Ho was one of the two founders of Nova Dongguan, our former wholly-owned subsidiary and served as its Chief Financial Officer from its inception in 2003 until October 2016. Mr. Ho has also been responsible for the administration, finance and marketing of Nova Macao, our wholly-owned subsidiary, since its inception in 2006. Mr. Ho has over 20 years of experience in the furniture industry. From 1991 to 2003, Mr. Ho served as the Chief Operating Officer of Navy Blue Inc., a Macao-based furniture company with manufacturing facilities in Dongguan, China. From 1990 to 1991, Mr. Ho worked as the export administrative staff for C&E German Furniture Ltd., a Hong Kong-based furniture company with manufacturing facilities in Dongguan, China. Mr. Ho received a bachelor’s degree in Commerce from St. Mary’s University in 1984 and obtained his MBA from The Chinese University of Hong Kong in 1990.
Mr. Ho has been selected as a nominee for director due to his service as our Chief Financial Officer, his extensive knowledge of financial accounting, corporate finance and all financial facets of our Company, and his management experience prior to joining the Company.
Bin Liu
was appointed a member of our Board on May 19, 2015. Mr. Liu has been the Chief Financial Officer of Kingold Jewelry Inc. – a NASDAQ listed company (“Kingold”) since April 2010. Mr. Liu’s duties at Kingold include full responsibility for all of Kingold’s public financial reporting requirements. Mr. Liu has extensive experience and knowledge with US GAAP and SOX. Under his management, Kingold has filed all annual and periodic reports in a timely manner. Mr. Liu also played a critical role in building and strengthening Kingold’s internal control system. Mr. Liu also has substantial responsibility and experience in dealing with investor relationships and capital markets. From July 2004 through March 2010, Mr. Liu served as a vice president of Citigroup’s Financial Institution Cards business where he had full financial responsibility of a $2 billion business. He has also played critical roles in the development of Citigroup’s franchise development in the US. From 1993 through 2002, Mr. Liu worked for China’s Ministry of Commerce (MOFCOM), promoting bilateral business and investment between the US and China. Mr. Liu graduated from the Kellogg School at Northwestern University with a Master of Business Administration in 2004 and also received his undergraduate degree from the Shanghai Institute of Foreign Trade.
Mr. Liu has been selected as a nominee for director because he has extensive experience and knowledge of financial accounting and corporate finance for publicly traded companies as well as experience with regulatory agencies in China.
Umesh Patel
was appointed a member of the Board on October 7, 2016.
Since December 2009, Mr. Patel has served as a managing partner of DviBri LLC, a California-based consulting company providing services to private companies interested in conducting initial public offerings, along with other associated securities and investment services. Since March 2013, Mr. Patel has also been a consultant and coordinator for Eos-Petro Inc., an international and domestic petroleum exploration and production company based in Southern California. Mr. Patel received his Bachelor of Commerce degree specializing in audits and accounts, and an Associate degree in hotel management and catering from Maharaja Sayaji Rao University in Baroda, India in 1978. The Board believes that Mr. Patel is well qualified to serve as a member of the Board due to his extensive regulatory and investment experience.
Charlie Huy La
was appointed a member of the Board on January 24, 2017.
Since May 2015, Mr. La has served as a managing member of Grand Pinnacle Investment LLC, an investment company specializing in real estate investment and management. Mr. La has also served since November 2008 as the human resource information system lead at Reliance Steel and Aluminum Co., a Fortune 500 company and the largest metals service center in North America. Mr. La holds a bachelor degree in management information systems from La Salle University, which he received in July 1999. The Board believes that Mr. La’s expertise and knowledge of investment, management, human resource systems and payroll operation will benefit the Company’s operations and make him a valuable member of the Board and its committees.
All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. There are no membership qualifications for directors. There are no arrangements or understandings pursuant to which our directors are selected or nominated.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.
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PROPOSAL NO. 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee, in accordance with its charter and authority delegated to it by the Board, has appointed
Centurion ZD CPA Limited (formerly known as DCAW (CPA) Limited)
to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2017, and the Board has directed that such appointment be submitted to our stockholders for ratification at the 2017 Annual Meeting.
Centurion ZD CPA Limited
is considered by our Audit Committee to be well qualified.
Centurion ZD CPA Limited
has served as our independent registered public accounting firm since September 22, 2016. We are asking our stockholders to ratify the selection of
Centurion ZD CPA Limited
as our independent registered public accountants. If the stockholders do not ratify the appointment of
Centurion ZD CPA Limited
, the Audit Committee will reconsider the appointment. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. At the time of mailing this Proxy Statement, the Company does not anticipate that any representative of
Centurion ZD CPA Limited
or Crowe Horwath (HK) CPA Limited will be present, either by phone or in person, at the 2017 Annual Meeting. Should a representative of
Centurion ZD CPA Limited
or Crowe Horwath (HK) CPA Limited be available and desire to make a statement either in person or by telephone at our 2017 Annual Meeting, they will have the opportunity to do so.
THE BOARD, UPON THE RECOMMENDATION OF THE AUDIT COMMITTEE, RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL AND RATIFICATION OF
CENTURION ZD CPA LIMITED
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2017.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit and Non-Audit Fees
The following table represents the aggregate fees from our former principal accountants, Marcum Bernstein & Pinchuck LLP for the year ended December 31, 2015, and Crowe Horwath (HK) CPA Limited for the years ended December 31, 2016 and 2015, respectively, and to our current principal accountant,
Centurion ZD CPA Limited
, for 2016:
|
|
Marcum Bernstein &
Pinchuck LLP
|
Crowe Horwath (HK) CPA Limited
|
Centurion ZD
CPA Limited
|
|||||||||||||
|
|
2015
|
2016
|
2015
|
2016
|
||||||||||||
|
Audit fees
|
$
|
20,000
|
$
|
216,230
|
$
|
59,295
|
$
|
103,000
|
||||||||
|
Audit-related fees
|
0
|
0
|
0
|
0
|
||||||||||||
|
Tax fees
|
0
|
0
|
0
|
0
|
||||||||||||
|
All other fees
|
0
|
0
|
0
|
0
|
||||||||||||
In the above table, “audit fees” are fees billed for services provided related to the audit of our annual financial statements, quarterly reviews of our interim financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for those fiscal periods. “Audit-related fees” are fees not included in audit fees that are billed by the independent accountant for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, which include audits in connection with acquisitions. “Tax fees” are fees billed by the independent accountant for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the independent accountant for products and services not included in the foregoing categories.
Change in Independent Auditor
As disclosed on our Current Report on Form 8-K filed by the Company on September 23, 2016, the Audit Committee dismissed Crowe Horwath (HK) CPA Limited (“CHHK”), an independent registered public accounting firm, as the Company’s independent auditors for the 2016 fiscal year, effective on September 22, 2016. The Audit Committee subsequently appointed
Centurion ZD CPA Limited
, an independent registered public accounting firm, as the Company’s independent auditors for the 2016 fiscal year, effective on September 22, 2016.
7
CHHK’s report on the financial statements of the Company for the fiscal year ended December 31, 2015 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s fiscal year ended December 31, 2015 and through September 22, 2016, there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) between CHHK and the Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which disagreements, if not resolved to CHHK’s satisfaction, would have caused CHHK to make reference to the subject matter in their report on the Company’s consolidated financial statements for such periods. Furthermore, no “reportable events” occurred within the periods covered by CHHK’s reports on the Company’s consolidated financial statements, or subsequently up to the date of CHHK’s dismissal. As used herein, the term “reportable event” means any of the items listed in paragraphs (a)(1)(v)(A)-(D) of Item 304 of Regulation S-K.
As disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, the Company’s management and Board identified certain matters that constituted a material weakness in the Company’s internal control over financial reporting and such weakness was advised by CHHK.
The Company furnished a copy of the above disclosures to CHHK and requested that CHHK provide a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made above. A copy of such letter is filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 23, 2016.
During the Company’s two most recent fiscal years ended December 31, 2015 and 2014 and through September 22, 2016, neither the Company nor anyone on its behalf consulted
Centurion ZD CPA Limited
regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the consolidated financial statements of the Company; or (ii) any matter that was either the subject of a disagreement or a reportable event as described above; and there was neither a written report nor oral advice was provided to the Company by
Centurion ZD CPA Limited
concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue.
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Accountant
Prior to June 4, 2013, our Board acted as and performed the functions of our audit committee, including the pre-approval of all audit and permissible non-audit services provided by our independent accountants. Beginning on June 4, 2013, our Audit Committee performed these functions. These services may include audit services, audit-related services, tax services and other services. In the past, our Board generally pre-approved, and currently our audit committee generally pre-approves, services for up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. In addition, in the past, the Board and, currently, the audit committee, as applicable, may have pre-approved or may pre-approve particular services on a case-by-case basis. For each proposed service, the independent accountant is required to provide detailed back-up documentation at the time of approval. This pre-approval policy for services provided by the independent accountants is set forth in the governing charter for the audit committee.
The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.
All services rendered by Crowe Horwath (HK) CPA Limited, prior to September 22, 2016, and, as of and after September 22, 2016, by Centurion ZD CPA Limited, to the Company are permissible under any applicable laws and regulations. During fiscal year 2016, all services performed by Crowe Horwath (HK) CPA Limited and Centurion ZD CPA Limited were approved in advance by the Audit Committee.
8
PROPOSAL NO. 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires that we provide our stockholders a non-binding, advisory vote to approve the compensation of our named executive officers. This vote is sometimes referred to as a “say-on-pay vote.” Although this advisory vote is nonbinding, the Compensation Committee of our Board will review and consider the voting results when making future decisions regarding our named executive officer compensation and related executive compensation programs.
As described in more detail below and in our Annual Report on Form 10-K, our executive compensation program is comprised principally of salary, equity and performance-based cash compensation, designed to: (i) attract, motivate and retain key executives who are critical to our success, (ii) align the interests of our executives with stockholder value and our financial performance and (iii) achieve a balanced package that would attract and retain highly qualified senior officers and appropriately reflect each such officer’s individual performance and contributions. In addition, the Company regularly reviews its compensation program and the overall compensation package paid to each of its senior executives to assess risk and to confirm that the structure is still aligned with the Company’s long-term strategic goals.
Before you vote on the resolution below, please read the entire “Executive Compensation” section, including the tables, together with the related narrative disclosure and footnotes, beginning on page 19
of this Proxy Statement as well as the disclosures in our Annual Report on Form 10-K. Note, as a “smaller reporting company,” we are obligated to provide compensation disclosures pursuant to Item 402 (m) through (q) of Regulation S-K promulgated under the Securities Exchange Act of 1934 (“Regulation S-K”). Even though, as a smaller reporting company, we are exempt from compensation discussion and analysis by the executive compensation requirements of Item 402(b) of Regulation S-K, we continue to elect to provide information regarding our objectives and practices regarding executive compensation in order to give our stockholders transparency into our compensation philosophy and practices.
For the reasons provided, the Board is asking stockholders to cast a non-binding, advisory vote FOR the following resolution:
“RESOLVED, that stockholders approve the compensation paid to our named executive officers as disclosed in this Proxy Statement pursuant to Item 402 (m) through (q) of Regulation S-K (which includes the compensation tables and related narrative discussion).”
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.
9
CORPORATE GOVERNANCE
Leadership Structure and Role in Risk Oversight
Thanh H. Lam has served as Chairperson of the Board since June 2013 and as our President and a member of our Board since June 2011. Ms. Lam was appointed as our Interim Chief Executive Officer on October 7, 2016, and as our Chief Executive Officer on April 10, 2017. Prior to Ms. Lam’s appointment as Chairperson of the Board, Ya Ming Wong served as Chairman of the Board from June 2011 until June 2013. Our Board continues to believe there are important advantages to Ms. Lam serving simultaneously as Chairperson, President and Chief Executive Officer at this time. Ms. Lam is the director most familiar with our business and industry and is best situated to propose Board agendas and lead Board discussions on important matters. Ms. Lam provides a strong link between management and the Board, which promotes clear communication and enhances strategic planning and implementation of corporate strategies. Further, three of our five current Board members have been deemed to be independent by our Board; therefore, we believe our board structure provides sufficient independent oversight of our management.
Our Board is responsible for oversight of the Company’s risk management practices while management is responsible for the day-to-day risk management processes. In the Board’s opinion, this division of responsibilities is the most effective approach for addressing the risks facing the Company. The Board receives periodic reports from management regarding the most significant risks facing the Company. In addition, the Audit Committee assists the Board in its oversight of our risk assessment and risk management policies. Our Audit Committee is empowered to appoint and oversee our independent registered public accounting firm, monitor the integrity of our financial reporting processes and systems of internal controls and provide an avenue of communication among our independent auditors, management, our internal auditing department and our Board.
The Board has not named a lead independent director.
Diversity
The Board does not have a formal policy with respect to Board nominee diversity. However, in recommending proposed nominees to the full Board, the Nominating and Corporate Governance Committee
considers diversity in the context of the Board as a whole and considers the diversity of background and experience, including with respect to age, gender, international background, race, and specialized experience of current and prospective directors as important factors in identifying and evaluating potential director nominees
.
Director Independence
Our Board reviews each nominee’s relationship with the Company in order to determine whether a director nominee is independent pursuant to the listing rules of NASDAQ. Our Board has determined that each of Bin Liu, Charlie Huy La and Umesh Patel meets the independence requirements and standards currently established by NASDAQ. All of the members of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are independent as defined in NASDAQ Rule 5605(a)(2).
As required under applicable NASDAQ listing standards, in the 2016 fiscal year, our independent directors met twice in regularly scheduled executive sessions at which only our independent directors were present.
Board Meetings and Committee Meetings; Annual Meeting Attendance
During the year ended December 31, 2016, the Board held 11 meetings and acted through unanimous consent on 7 different occasions. In addition, the Audit Committee held 5 meetings; the Nominating and Corporate Governance Committee held 5 meetings; and the Compensation Committee held 6 meetings. During the year ended December 31, 2016, each of the directors attended, in person or by telephone, more than 75% of the meetings of the Board and the committees on which he or she served during the portion of the year in which he or she was a director. We encourage our Board members to attend our Annual Meetings, but we do not have a formal policy requiring attendance. Some of the incumbent directors attended the 2016 Annual Meeting of Stockholders on May 19, 2016.
10
Audit Committee
Our Audit Committee consists of Bin Liu, Charlie Huy La, and Umesh Patel, each of whom is independent under NASDAQ listing standards. Mr. Liu currently serves as chairman of our Audit Committee. The Audit Committee assists the Board’s oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence, and (iv) the performance of our internal audit function and independent auditor, and prepares the report that the Securities and Exchange Commission requires to be included in our annual proxy statement. The Audit Committee operates under a written charter. The Board determined that Mr. Liu possesses accounting or related financial management experience that qualifies him as financially sophisticated within the meaning of the NASDAQ listed company standards currently in effect and all applicable rules and regulations of the SEC and that he is an “audit committee financial expert” as defined by the rules and regulations of the SEC.
In addition, the Audit Committee is responsible for the appointment, retention, compensation and oversight of the work of any registered public accounting firm employed by the Company (including resolution of disagreements between management and the accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work or performing other audit, review or other services. Any such registered public accounting firm must report directly to the Audit Committee. The Audit Committee has the ultimate authority and responsibility to evaluate and, where appropriate, replace the registered public accounting firm. Prior to June 4, 2013, our Board acted as and performed the functions of our audit committee. The Audit Committee’s policy is to pre-approve all audit and non-audit services by category, including audit-related services, tax services, and other permitted non-audit services. In accordance with the policy, the Audit Committee regularly reviews and receives updates on specific services provided by our independent registered public accounting firm. All services rendered by Crowe Horwath (HK) CPA Limited, prior to September 22, 2016, and, as of and after September 22, 2016, by Centurion ZD CPA Limited, to the Company are permissible under any applicable laws and regulations. During fiscal year 2016, all services performed by Crowe Horwath (HK) CPA Limited and Centurion ZD CPA Limited were approved in advance by the Audit Committee in accordance with the pre-approval policy. The Audit Committee operates under a written charter, a copy of which is posted on our website at
www.novalifestyle.com
.
Compensation Committee
The Compensation Committee consists of Bin Liu, Charlie Huy La and Umesh Patel, each of whom is independent under NASDAQ listing standards. Mr. Patel currently serves as chairman of our Compensation Committee. The Compensation Committee is responsible for the administration of all salary, bonus and incentive compensation plans for our officers and key employees. The Compensation Committee reviews and, as it deems appropriate, recommends to the Board policies, practices and procedures relating to the compensation of the officers and other managerial employees and the establishment and administration of employee benefit plans. It advises and consults with the officers of the Company as may be requested regarding managerial personnel policies. The Compensation Committee has the authority to engage independent advisors to assist it in carrying out its duties. During fiscal year 2016, the Compensation Committee did not engage the services of any independent advisors, experts or other third parties. We believe that the functioning of our Compensation Committee complies with any applicable requirements of the NASDAQ Global Market and SEC rules and regulations. The Compensation Committee operates under a written charter, a copy of which is posted on our website at
www.novalifestyle.com
.
Compensation Committee Interlocks and Insider Participation in Compensation Decisions
All members of the Compensation Committee are independent directors. No member of our Compensation Committee is a current or former officer or employee of the Company or any of its subsidiaries, and no director or executive officer of the Company is a director or executive officer of any other corporation that has a director or executive officer who is also a director of the Company.
11
Nominating and Governance Committee
The Nominating and Corporate Governance Committee (the “Nominating Committee”) consists of Bin Liu, Charlie Huy La and Umesh Patel, each of whom is independent under NASDAQ listing standards. Mr. La currently serves as chairman of the Nominating Committee. The purpose of the Nominating and Corporate Governance Committee is to assist the Board in identifying qualified individuals to become members of our Board, in determining the composition of the Board and in monitoring the process to assess board effectiveness. The Nominating Committee uses its, as well as the entire Board’s, network of contacts when compiling a list of potential director candidates and has the authority to engage outside consultants. The Nominating Committee will consider director nominees recommended by a stockholder if the stockholder mails timely notice to the Secretary of the Company at its principal offices, which notice includes (i) the name, age and business address of such nominee, (ii) the principal occupation of such nominee, (iii) a brief statement as to such nominee’s qualifications, (iv) a statement that such nominee consents to his or her nomination and will serve as a director if elected, (v) whether such nominee meets the definition of an “independent” director under the NASDAQ listing standards and (vi) the name, address, class and number of shares of capital stock of the Company held by the nominating stockholder. Any person nominated by a stockholder for election to the Board will be evaluated based on the same criteria as all other nominees. The Nominating Committee operates under a written charter, a copy of which is posted on our website at
www.novalifestyle.com
.
Director Nomination Procedures
The Nominating Committee is generally responsible for soliciting recommendations for candidates for the Board, developing and reviewing background information for such candidates, and making recommendations to the Board with respect to candidates for directors proposed by stockholders.
The nomination process involves a careful examination of the performance and qualifications of each incumbent director and potential nominees before deciding whether such person should be recommended for nomination by the Nominating Committee and nominated by the Board. The Board believes that the business experience of its directors has been, and continues to be, critical to the Company’s success. Directors should possess integrity, independence, energy, forthrightness, analytical skills and commitment to devote the necessary time and attention to the Company’s affairs. Directors must possess a willingness to challenge and stimulate management and the ability to work as part of a team in an environment of trust.
In selecting candidates for appointment or re-election to the Board, the
Nominating Committee
considers the following criteria: (i) the characteristics described in the Company’s Corporate Governance Guidelines; (ii) diversity of background and experience of Board members, including with respect to age, gender, international background, race, and specialized experience; (iii) whether the member/potential member is subject to a disqualifying factor as described in the Corporate Governance Guidelines; (iv) whether the member/potential member is an employee or director of a significant or potentially significant customer, supplier, contractor, counselor or consultant of the Company; (v) whether the member/potential member would be considered a “financial expert” or “financially literate” as described in applicable listing standards, legislation or Audit Committee guidelines; (vi) the extent of the member’s/potential member’s business experience, technical expertise, or specialized skills or experience; (vii) whether the particular experience of the member/potential member is relevant to the Company’s current or future business and will add specific value as a Board member; and (viii) any factors related to the ability and willingness of an existing member to continue his/her service or a new member to serve.
The Board will generally consider all relevant factors, including, among others, each nominee’s applicable expertise and demonstrated excellence in his or her field, the usefulness of such expertise to the Company, the availability of the nominee to devote sufficient time and attention to the affairs of the Company, the nominee’s reputation for personal integrity and ethics, and the nominee’s ability to exercise sound business judgment. Director nominees are reviewed in the context of the existing membership of the Board (including the qualities and skills of the existing directors), the operating requirements of the Company and the long-term interests of its stockholders.
There were no arrangements or understandings between any of our directors and any other person pursuant to which any director was to be selected as a director or selected as a nominee.
Family Relationships
No family relationships exist among any of our current director nominees or executive officers.
12
Stockholder Communications
The Board welcomes communications from our stockholders, and maintains a process for stockholders to communicate with the Board. Stockholders who wish to communicate with the Board may send a letter to the Chairperson of the Board of Nova LifeStyle, Inc., at 6565 E. Washington Blvd., Commerce, CA 90040. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication.” All such letters should identify the author as a security holder. All such letters will be reviewed by the Chairperson of the Board and submitted to the entire Board no later than the next regularly scheduled Board meeting.
Code of Ethics
Our Board has adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers and employees, that we believe is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of Code violations; and provide accountability for adherence to the Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics also includes an insider trading policy. Our Code of Business Conduct and Ethics is filed as an exhibit to our Annual Report and is available in print, without charge, upon written request to Nova LifeStyle, Inc., 6565 E. Washington Blvd., Commerce, CA 90040, Attn: Corporate Secretary.
Executive Officers of the Registrant
The following table sets forth the names of our executive officers and certain significant employees and their ages, positions and biographical information as of the date of this report. Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. Each executive officer is a full time employee. There are no family relationships between any of our executive officers or other key personnel and any other of our executive officers or key personnel. There are no arrangements or understandings between any of our executive officers and any other persons pursuant to which such executive officer was selected in that capacity.
|
Name
|
Position
|
Age
|
|||
|
Thanh H. Lam
|
Chairperson, Chief Executive Officer, President and Director
|
48
|
|||
|
Yuen Ching Ho
|
Chief Financial Officer and Director
|
56
|
|||
|
Mindy Su
|
Corporate Secretary
|
34
|
|||
|
Mark Chapman
|
Vice President – Marketing
|
48
|
Thanh H. Lam, Chairperson, Chief Executive Officer, President and Director
Ms. Lam was appointed our President and a member of our Board of Directors on June 30, 2011, and was elected as Chairperson of the Board of Directors on June 4, 2013, following Ya Ming Wong's resignation as Chairman of the Board of Directors. Ms. Lam was appointed as Interim Chief Executive Officer of the Company on October 7, 2016, following Mr. Wong’s resignation as Chief Executive Officer on October 3, 2016. On April 10, 2017, Ms. Lam was appointed as our Chief Executive Officer. Ms. Lam was a co-founder of the Diamond Sofa brand and previously was the Chief Executive Officer of Diamond Bar in Commerce, California, our wholly-owned subsidiary acquired in August 2011. Ms. Lam has pioneered the Diamond Sofa brand since 1992 and, prior to our acquisition of the company, was in charge of its product development and merchandising for the U.S. market and managed its national sales force and oversaw distribution. In 2005, Ms. Lam was featured in a Furniture Today “Fresh Faces” profile, one of the highest honors bestowed to exceptional and talented young entrepreneurs in the furniture industry. Ms. Lam received her Bachelor of Science degree in Business Administration and Finance from the California State University of Los Angeles. Ms. Lam brings to the Board of Directors 21 years of experience in developing a furniture brand and marketing to the U.S. furniture industry. The Board of Directors believes that Ms. Lam’s in-depth knowledge of the U.S. furniture market and knowledge of our business through her work with the Diamond Sofa brand will assist us in our future growth and expansion plans.
Yuen Ching Ho, Chief Financial Officer and Director
Mr. Ho was appointed our Chief Financial Officer on June 30, 2011 and a Member of our Board of Directors on May 28, 2013. Mr. Ho was one of the two founders of Nova Dongguan, our former wholly-owned subsidiary. Mr. Ho also was responsible for the administration, finance and marketing of Nova Macao, our wholly-owned subsidiary, since its inception in 2006. Mr. Ho has over 20 years of experience in the furniture industry. From 1991 to 2003, Mr. Ho served as the Chief Operating Officer of Navy Blue Inc., a Macao-based furniture company with manufacturing facilities in Dongguan, China. Prior to that time, from 1990 to 1991, Mr. Ho worked as the export administrative staff for C&E German Furniture Ltd., a Hong Kong-based furniture company with manufacturing facilities in Dongguan, China. Mr. Ho received a bachelor’s degree in Commerce from St. Mary’s University in 1984 and obtained his MBA from The Chinese University of Hong Kong in 1990.
13
Mindy Su, Corporate Secretary
Ms. Su was appointed as our Corporate Secretary on November 11, 2016. From 2012 until her appointment, Ms. Su served as the accounts payable coordinator of Diamond Bar Outdoors Inc., our wholly-owned subsidiary, and concurrently as our executive secretary. Ms. Su received her Bachelor’s Degree in E-Commerce Business from California State Polytechnic University, Pomona in 2005.
Mark Chapman, Vice President, Marketing, U.S. Sales
Mr. Chapman became a Vice President of Marketing for us as of June 30, 2011. Mr. Chapman has been in the furniture business for over 20 years. Since 2004, Mr. Chapman has been the Sales Manager for Diamond Bar, our wholly-owned subsidiary acquired in August 2011. Since 1990, Mr. Chapman has served as the Director of Purchasing for various major furniture companies, including: ACE TV Rentals, Central Rents and Day Page. Mr. Chapman received his Bachelor of Science degree in Business Administration Management and Marketing from Augustana College.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth information as of April 11, 2017, regarding the number of shares of our common stock beneficially owned by (i) each person that we know beneficially owns more than 5% of our outstanding common stock, (ii) each of our named executive officers, (iii) each of our directors and (iv) all of our executive officers and directors as a group.
The amounts and percentages of our common stock beneficially owned are reported on the basis of SEC rules governing the determination of beneficial ownership of securities. Under the SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or other right. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.
Unless otherwise indicated, each of the shareholders named in the table below, or his or her family members, has sole voting and investment power with respect to such shares of our common stock. Except as otherwise indicated, the address of each of the shareholders listed below is: c/o Nova LifeStyle, Inc., 6565 E. Washington Blvd., Commerce, CA 90040.
As of April 11, 2017, there were
26,959,865
shares of our common stock issued and outstanding.
|
Name of beneficial owner
|
|
Number of shares
|
|
|
|
Percent of class
|
|
||
|
St. Joyal
|
|
|
4,973,903
|
|
|
|
|
18.4
|
%
|
|
Directors and named executive officers
|
|
|
|
|
|
|
|
|
|
|
Thanh H. Lam, Chairperson, Chief Executive Officer, President and Director
|
|
|
296,403
|
(1
|
)
|
|
|
*
|
|
|
Yuen Ching Ho, Chief Financial Officer and Director
|
|
|
4,156,403
|
|
|
|
|
15.4
|
%
|
|
Charlie Huy La, Director
|
|
|
-
|
|
|
|
|
-
|
|
|
Umesh Patel, Director
|
|
|
8,017
|
|
|
|
|
*
|
|
|
Bin Liu, Director
|
|
|
31,342
|
|
|
|
|
*
|
|
|
Directors and executive officers as a group (6 persons)
|
|
|
4,492,165
|
|
|
|
|
16.7
|
%
|
* Represents less than 1% of shares outstanding.
(1) Includes 200,000 shares that have vested pursuant to restricted stock award unit agreements that have not yet been issued by the Company.
14
NON-EMPLOYEE DIRECTOR COMPENSATION
Director Compensation (excluding Named Executive Officers)
As of December 31, 2016, none of our directors has received any compensation from us for serving as our directors, except for director fees and the stock awards described below.
In connection with their respective appointments to the Board of Directors, the Company entered into director agreements with Mr. Liu and Mr. Patel. Pursuant to the agreements and certain board resolutions, the directors receive reimbursement of certain expenses incurred with respect to attendance at board meetings and the following director fees: (i) $23,520 annually with respect to Mr. Liu, (ii) $20,496 annually with respect to Mr. Patel, and (iii) $20,496 annually with respect to Mr. La. The Board also approved payment of nominal meeting attendance fees to non-employee directors. The director agreements impose certain customary confidentiality and non-disclosure obligations on the directors.
The Company granted $40,000 worth shares to each of Messrs. Liu, Yam, Kam and Viotto with a grant date of August 9, 2016. Those grants vested or were to vest in equal 25% installments on each of September 30, 2016; December 31, 2016; March 31, 2017; and June 30, 2017. Upon the resignations of Messrs. Yam, Kam and Viotto on September 30, 2016, November 1, 2016 and January 27, 2017, respectively, Messrs. Yam, Kam and Viotto forfeited all unvested shares subject to their respective grants.
In November 2016, the Company entered into a restricted stock award agreement (under the 2014 Omnibus Long-Term Incentive Plan) with Mr. Patel. The Company agreed to grant to Mr. Patel an amount of shares equal to $30,000, with one-third of the grant vesting on each of December 31, 2016, March 31, 2017, and June 30, 2017, provided that Mr. Patel continue his service to the Company through each such vesting date. For each vesting date, the amount of shares granted to Mr. Patel is determined by the closing price of the Company’s common stock on each of September 30, 2016, December 31, 2016, and March 31, 2017, respectively.
On April 10, 2017, the Company’s Compensation Committee approved a grant of $10,000 worth of shares to Mr. La at the conclusion of the fiscal quarters ended March 31, 2017 and June 30, 2017. The amounts of shares to be issued on each date shall be determined by the closing price of the Company’s stock as of December 31, 2016 and March 31, 2017, respectively.
The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our non-employee directors for the year ended December 31, 2016.
|
Name
|
Fees earned or
paid in cash
($)
|
Stock
Awards
($) (1)
|
Option
Awards
($)
|
Non-Equity Incentive Plan Compensation Earnings
($)
|
Non- Qualified Deferred Compensation
($)
|
Nonqualified deferred compensation earnings
($)
|
All Other Compensation
($)
|
Total
($)
|
||||||||||||||||||||||||
|
Bin Liu
|
29,570
|
40,000
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
|
Umesh Patel
|
4,567
|
30,000
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
|
Michael Viotto
|
28,671
|
40,000
|
||||||||||||||||||||||||||||||
|
Peter Kam
|
26,780
|
40,000
|
||||||||||||||||||||||||||||||
|
Chung Shing Yam
|
11,900
|
10,000
|
||||||||||||||||||||||||||||||
(1) Represents the grant date fair value of the stock awards granted to Messrs. Liu, Viotto, Kam and Yam on August 9, 2016, and to Mr. Patel on November 11, 2016, under the 2014 Omnibus Long-Term Incentive Plan (which is described below under the section entitled “Equity Incentive Plan”) computed in accordance with FASB ASC Topic 718. Each of Messrs. Viotto, Kam and Yam forfeited unvested portions of their respective stock awards upon their resignations on September 30, 2016, November 1, 2016 and January 27, 2017, respectively.
Except as set forth above, we do not currently compensate our directors for acting as such, although we may do so for independent directors in the future, including with cash and equity. All directors are eligible to receive reimbursement of expenses incurred with respect to attendance at board meetings. We do not maintain a medical, dental or retirement benefits plan for our directors.
15
EXECUTIVE COMPENSATION
General
Certain information concerning our executive officers as of the date of this proxy statement is set forth below. Officers are elected annually by the Board and serve at the discretion of the Board.
|
Name
|
Position
|
Age
|
|||
|
Thanh H. Lam
|
Chairperson, Chief Executive Officer, President and Director
|
49
|
|||
|
Yuen Ching Ho
|
Chief Financial Officer and Director
|
57
|
Summary Compensation Table
The following table sets forth information concerning the compensation for the years ended December 31, 2016 and 2015, of each of our named executive officers.
|
Summary Compensation Table
|
||||||||||||||||||||||||||||||||||
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock Awards
|
Option Awards
|
Nonequity Incentive Plan Compensation
|
Nonqualified Deferred Compensation Earnings
|
All Other Compensation
|
Total
|
|||||||||||||||||||||||||
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||||||||||||||
|
Thanh H. Lam
|
2016
|
80,000
|
0
|
120,000
|
(1)
|
0
|
0
|
0
|
0
|
200,000
|
||||||||||||||||||||||||
|
Chairperson, Chief Executive Officer, President and Director
|
2015
|
80,000
|
0
|
0
|
0
|
0
|
0
|
0
|
80,000
|
|||||||||||||||||||||||||
|
Yuen Ching Ho
|
2016
|
80,000
|
0
|
120,000
|
(2)
|
0
|
0
|
0
|
0
|
200,000
|
||||||||||||||||||||||||
|
Chief Financial Officer and Director
|
2015
|
80,000
|
0
|
0
|
0
|
0
|
0
|
0
|
80,000
|
|||||||||||||||||||||||||
|
Ya Ming Wong
|
2016
|
100,000
|
0
|
90,000
|
(3)
|
0
|
0
|
0
|
0
|
190,000
|
||||||||||||||||||||||||
|
Former Chief Executive Officer and Director
|
2015
|
100,000
|
0
|
0
|
0
|
0
|
0
|
0
|
100,000
|
|||||||||||||||||||||||||
|
|
(1) Represents the grant date fair value of the stock award granted to Ms. Lam on March 25, 2016 under the 2014 Omnibus Long-Term Incentive Plan (which is described below under the section entitled “Equity Incentive Plan”) computed in accordance with FASB ASC Topic 718. The grant date fair value was calculated using a price per share of $1.20, the price of our common stock on March 21, 2016, the date the awards were determined by the Compensation Committee.
(2) Represents the grant date fair value of the stock award granted to Mr. Ho on March 25, 2016 under the 2014 Omnibus Long-Term Incentive Plan (which is described below under the section entitled “Equity Incentive Plan”) computed in accordance with FASB ASC Topic 718. The grant date fair value was calculated using a price per share of $1.20, the price of our common stock on March 21, 2016, the date the awards were determined by the Compensation Committee.
(3) Ya Ming Wong resigned from his positions as the Company’s Chief Executive Officer and as a member of the Company’s Board on October 3, 2016. Represents the grant date fair value of the stock award granted to Mr. Wong on March 25, 2016 under the 2014 Omnibus Long-Term Incentive Plan (which is described below under the section entitled “Equity Incentive Plan”) computed in accordance with FASB ASC Topic 718. The grant date fair value was calculated using a price per share of $1.20, the price of our common stock on March 21, 2016, the date the awards were determined by the Compensation Committee.
|
16
Employment Agreements
In 2011, we entered into an employment agreement with Ms. Lam. The agreement was amended and restated on May 3, 2013 and certain changes were made including to the defined terms, the term, and the restrictive covenants; otherwise, the 2011 agreement and the amended and restated agreement generally contain similar terms. The amended and restated agreement contains a five year term and is renewable automatically for one-year terms, unless either Ms. Lam or the Company notifies the other in writing of her/its desire not to renew at least 90 days prior to the end of the current term. Pursuant to the agreement, Ms. Lam is entitled to: (i) a base salary of $80,000 per year, (ii) a one-time grant of 200,000 shares of common stock, as described below under the section entitled “Share Award Agreement,” and (iii) reimbursement of certain business expenses. Ms. Lam is eligible for an annual cash bonus at the sole discretion of the Board. Upon termination of employment, Ms. Lam is paid accrued but unpaid salary but no severance. The agreement contains confidentiality, trade secret and non-disparagement protections in favor of the Company and non-competition and non-solicitation covenants effective for six months following termination.
On March 25, 2016, we entered into a one-year employment agreement, effective as of November 10, 2015, with Mr. Yuen Ching (Sammy) Ho to serve as the Company’s Chief Financial Officer. This agreement is in substantially the same form as the previous one-year employment agreements entered into on November 10, 2014 and November 7, 2013 (which expired by their terms), and provides for an annual salary of $80,000 and an annual bonus at the sole discretion of the Board of Directors. The employment agreement also provides that Mr. Ho will receive a grant of 100,000 Restricted Stock Units (“RSU”) which vested 25% on March 30, 2016, 25% on June 30, 2016, 25% on September 30, 2016 and 25% on December 31, 2016.
On March 25, 2016, we entered into an employment agreement with Mr. Ya Ming Wong to serve as the Company’s Chief Executive Officer. Pursuant to this agreement, Mr. Wong was entitled to an annual salary of $100,000 and 100,000 RSUs, which would vest 25% on March 30, 2016, 25% on June 30, 2016, 25% on September 30, 2016 and 25% on December 31, 2016. Mr. Wong’s resignation on October 3, 2016 caused the forfeiture of the final 25,000 unvested RSUs granted pursuant to his employment agreement.
We do not have any other arrangements providing for payments or benefits in connection with the resignation, severance, retirement or other termination of any of our named executive officers, and we do not have any arrangements providing for payments or benefits on a change in control of the Company.
Other Share Award Agreement
We entered into a Stock Award Agreement with Ms. Lam, dated effective May 3, 2013, pursuant to which Ms. Lam was awarded 200,000 restricted stock units (“RSUs”). Shares of common stock underlying the RSUs vested as follows: (i) 50,000 shares were earned on May 3, 2013 and issued by the Company on August 28, 2013, (ii) 50,000 shares were earned on May 3, 2014 and issued by the Company on August 7, 2014, (iii) and 50,000 shares were earned on each of May 3, 2015 and 2016, but have not been issued. We also entered into a Restricted Stock Unit Award Agreement with Ms. Lam on October 27, 2014, pursuant to which Ms. Lam was awarded 46,403 RSUs, all of which have vested but have not been issued. We entered into a Restricted Stock Unit Award Agreement with Ms. Lam, dated effective March 21, 2016, pursuant to which Ms. Lam was awarded 100,000 RSUs, all of which vested and have not been issued.
Equity Incentive Plan
The Nova Lifestyle, Inc. 2014 Omnibus Long-Term Incentive Plan (the “Plan”) was approved by the stockholders at the 2014 Annual Meeting and became effective on May 13, 2014. The Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock and performance awards. In August, 2016, we entered into restricted stock award agreements under the Plan with the four independent directors of the Board. The Company granted $40,000 worth shares to each of Mr. Liu, Mr. Yam, Mr. Kam and Mr. Viotto with a grant date of August 9, 2016. Those grants vested or were to vest in equal 25% installments on each of September 30, 2016; December 31, 2016; March 31, 2017; and June 30, 2017. Each of Messrs. Viotto, Kam and Yam forfeited unvested portions of their respective stock awards upon their resignations on September 30, 2016, November 1, 2016 and January 27, 2017, respectively.
Retirement Plans
We currently do not have any defined contribution plan, defined benefit pension plan, supplemental retirement plan or nonqualified defined contribution plan for our named executive officers and we do not currently intend to establish any such plan.
17
Outstanding Equity Awards at 2016 Fiscal Year-End Table
The following table sets forth information concerning the outstanding equity awards for the year ended December 31, 2016 of each of our named executive officers.
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
||||||||||||||||||||||||||||||
|
Name
|
|
# of Securities Underlying Unexercised Options - Exercisable
|
|
|
# of Securities Underlying Unexercised Options - Unexercisable
|
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
|
|
|
Option Exercise Price($)
|
|
|
Option Expiration Date
|
|
|
# of Shares or Units of Stock That Have Not Vested
|
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($) (2)
|
|
|
Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not Vested
|
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)
|
|
|||||||||
|
Thanh H. Lam
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yuen Ching Ho
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ya Ming Wong
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
EQUITY COMPENSATION PLAN INFORMATION
Information about our equity compensation plans that were either approved or not approved by our stockholders is as follows (as of December 31, 2016):
|
Plan Category
|
(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
|
(c) 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
|
—
|
$
|
—
|
2,231,601
|
|||||||||
|
Equity compensation plans not approved by security holders
|
—
|
$
|
—
|
—
|
|||||||||
|
Total
|
—
|
$
|
—
|
2,231,601
|
(1
|
)
|
|||||||
(1) Under our 2014 Omnibus Long-Term Incentive Plan, the maximum number of shares of common stock available for issuance is 4,000,000. As of December 31, 2016, a total of 1,768,399 shares of restricted stock and restricted stock units have been granted pursuant to the 2014 Omnibus Long-Term Incentive Plan. Such number does not include shares issued under the 2014 Omnibus Long-Term Incentive Plan in an amount to be determined based on a future closing stock price.
18
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain Relationships and Related Transactions
On September 30, 2011, Diamond Bar leased a showroom in High Point, North Carolina from the Company’s president. The lease is to be renewed at the beginning of each year. On March 16, 2017, the Company renewed the lease for an additional one year term. During the years ended December 31, 2016 and 2015, the Company paid rental amounts of $32,916 and $32,916, respectively.
There were no other transactions with any related persons (as that term is defined in Item 404 of Regulation S-K) since the beginning of our last fiscal year, or the fiscal year preceding our last fiscal year, or any currently proposed transaction in which we were or are to be a participant and the amount involved was in excess of $120,000 and in which any related person had a direct or indirect material interest.
Prior to June 4, 2013, we relied on our Board to review related party transactions involving us on an ongoing basis to prevent conflicts of interest. The Board would review a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions were presented to the Board for approval before they were entered into or, if this was not possible, for ratification after the transaction had occurred. If the Board found that a conflict of interest existed, then it determined the appropriate remedial action, if any. The Board approved or ratified a transaction if it determined that the transaction was consistent with our best interests. These policies and procedures were not evidenced in writing. Upon our establishment of an Audit Committee on June 4, 2013, we granted authority for reviewing related party transactions to the Audit Committee to approve or ratify such related party transactions.
Director Independence
Our Board currently is comprised of five directors. Mr. Ho and Ms. Lam, who have served as our directors since June 30, 2011, do not qualify as an “independent” director for the purposes of the NASDAQ listed company standards currently in effect and all applicable rules and regulations of the SEC. Messrs. La, Liu and Patel, who have served as directors since January 27, 2017, May 19, 2015, and October 7, 2016, respectively, all qualify as “independent” directors for the purposes of the NASDAQ listed company standards currently in effect and all applicable rules and regulations of the SEC. We have elected, and propose to elect, the above independent directors to our Board as a requirement to the listing of our common stock on a national securities exchange, and has established an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee as separately-designated committees of the Board with written charters governing such committees. The Board has confirmed Mr. Liu as an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K. The composition of our Board, and that of its committees, is subject to the corporate governance provisions of our primary trading market, including the requirement for the appointment of independent directors in accordance with the Sarbanes-Oxley Act of 2002 and regulations adopted pursuant thereto by the SEC and the national securities exchange on which our common stock is listed.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Commission and to provide us with copies of those filings. Based solely on our review of the copies received by us and on the written representations of certain reporting persons, we believe that all such Section 16(a) filing requirements were timely met during 2016, except for the following reports: (1) the Form 4 for Yuen Ching Ho disclosing a grant of 100,000 RSUs on March 21, 2016 was filed on August 26, 2016; (2) the Form 4 for Ya Ming Wong disclosing a grant of 100,000 RSUs on March 21, 2016 was filed on August 26, 2016; (3) the Form 4 for Thanh H. Lam disclosing a grant of 100,000 RSUs on March 21, 2016 was filed on December 12, 2016; (4) the Form 4 for Michael J. Viotto disclosing a grant of $10,000 in shares of restricted common stock on August 9, 2016 was filed on December 12, 2016; (5) the Form 4 for Bin Liu disclosing a grant of $10,000 in shares of restricted common stock on August 9, 2016 was filed on December 13, 2016; (6) the Form 4 for Michael J. Viotto disclosing a grant of $10,000 in shares of restricted common stock on September 30, 2016 was filed on December 19, 2016; (7) the Form 4 for Bin Liu disclosing a grant of $10,000 in shares of restricted common stock on September 30, 2016 was filed on December 27, 2016; (8) the Form 4 for Ya Ming Wong disclosing the forfeiture of 25,000 RSUs on October 3, 2016 and the sale of 4,973,903 shares of common stock on December 28, 2016 was filed on January 3, 2017; (8) the Form 4 for Umesh Patel disclosing grants for $8,455 and $10,000 in shares of common stock on November 11, 2016 and January 3, 2017, respectively, was filed on January 9, 2017; (9) the Form 4 for Thanh H. Lam disclosing the sales of 41,770 and 8,230 shares of common stock on November 28, 2016 and November 29, 2016, respectively, was filed on December 12, 2017; (10) the Form 4 for Michael J. Viotto disclosing a grant of $10,000 in shares of common stock on January 3, 2017 was filed on January 12, 2017; (11) the Form 4 for Bin Liu disclosing a grant of $10,000 in shares of common stock on January 3, 2017 was filed on January 13, 2017; (12) the Form 3 disclosing the appointment of Umesh Patel as a member of the Company’s Board on November 2, 2016 was filed on January 10, 2017.
19
AUDIT COMMITTEE REPORT
The Audit Committee has furnished the following report on its activities during the fiscal year ended December 31, 2016. The report is not deemed to be “soliciting material” or “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing under the Securities Act or the Exchange Act except to the extent that the Company specifically incorporates it by reference into any such filing. The Audit Committee charter sets forth the responsibilities of the Audit Committee. A copy of the Audit Committee charter is posted on our website at
www.novalifestyle.com
.
The primary function of the Audit Committee is to assist the Board in its oversight and monitoring of our financial reporting and auditing process. Management has primary responsibility for our financial statements and the overall reporting process, including maintaining effective internal control over financial reporting and assessing the effectiveness of our system of internal controls. The independent registered public accounting firm audits the annual financial statements prepared by management, expresses an opinion as to whether those financial statements fairly present our financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles, and discusses with the Audit Committee any issues they believe should be raised with the Audit Committee. These discussions include a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Audit Committee monitors our processes, relying, without independent verification, on the information provided to it and on the representations made by management and the independent registered public accounting firm.
The Audit Committee has reviewed and discussed the audited financial statements with our management and representatives of Centurion ZD CPA Limited, our independent registered public accounting firm. The Audit Committee has discussed Centurion ZD CPA Limited’s judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee by Statement on Auditing Standards No. 114 (which superseded Statement on Auditing Standards No. 61), other standards of the Public Company Accounting Oversight Board (United States), rules of the SEC, and other applicable regulations. The Audit Committee also received the written disclosures and the letter from Centurion ZD CPA Limited required by applicable requirements of the Public Company Accounting Oversight Board regarding the firm’s independence from our management and has discussed with Centurion ZD CPA Limited its independence. The members of the Audit Committee considered whether the services provided by Centurion ZD CPA Limited, for the year ended December 31, 2016, are compatible with maintaining their independence. The Board has delegated to the Audit Committee the authority to approve the engagement of our independent registered public accounting firm.
Based upon its reviews and discussions, the Audit Committee recommended to our Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for filing with the SEC and the Board approved that recommendation.
|
|
Bin Liu (Chairman)
|
|
|
Umesh Patel
|
|
|
Charlie Huy La
|
April 19, 2017
20
SUBMISSION OF SHAREHOLDER PROPOSALS
If you wish to have a proposal included in our proxy statement and form of proxy for next year’s annual meeting in accordance with Rule 14a-8 under the Exchange Act, your proposal must be received by us at our principal executive office on or before December 26, 2017. A proposal which is received after that date or which otherwise fails to meet the requirements for shareholder proposals established by the SEC will not be included. The submission of a shareholder proposal does not guarantee that it will be included in the proxy statement.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed reports, proxy statements and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.W., Washington, D.C. 20549. You may obtain information on the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains the reports, proxy statements and other information we file electronically with the SEC. The address of the SEC website is
www.sec.gov
.
You may request, and we will provide at no cost, a copy of these filings, including any exhibits to such filings, by writing us at the following address: Nova LifeStyle, Inc. 6565 E. Washington Blvd., Commerce, CA 90040, Attn: Corporate Secretary, or by telephoning us at the following number:
(323) 888-9999
.
ANNUAL REPORT
A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which has been filed with the SEC pursuant to the 1934 Act, is included with this Proxy Statement. Additional copies of this Proxy Statement and/or the Annual Report, as well as copies of any Quarterly Report may be obtained without charge upon written request to Nova LifeStyle, Inc. 6565 E. Washington Blvd., Commerce, CA 90040, Attn: Corporate Secretary, or on the SEC’s internet website at
www.sec.gov
.
YOUR VOTE IS IMPORTANT
You are cordially invited to attend the 2017 Annual Meeting. However, to ensure that your shares are represented at the meeting, please submit your proxy or voting instructions. Please see the instructions on the proxy and voting instruction card. Submitting a proxy or voting instructions will not prevent you from attending the 2017 Annual Meeting and voting in person, if you so desire, but will help the Company secure a quorum and reduce the expense of additional proxy solicitation
.
|
|
BY ORDER OF THE BOARD OF DIRECTORS
|
|
|
|
|
|
|
April 19, 2017
|
/s/ Thanh H. Lam
|
|
|
|
Thanh H. Lam
|
|
|
|
Chairperson of the Board, President and CEO
|
|
21
TABLE OF CONTENTS