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UNITED STATES
___________________
SCHEDULE 14A
___________________
Proxy Statement Pursuant to Section 14(a) of
Filed by the Registrant
☒
Filed by a party other than the Registrant
☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a
-6
(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material Pursuant to Section 240.14a
-12
SAFE GREEN HOLDINGS CORP.
________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒
No fee required.
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a
-6
(i)(1) and 0
-11
.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934
(Name of Registrant as Specified in Its Charter)
Safe Green Holdings Corp.
August 13
, 2024
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Safe Green Holdings Corp.:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “
2024 Annual Meeting
”) of Safe Green Holdings Corp., a Delaware corporation (the “
Company
”). The meeting will be held on September 27, 2024 at 10:00 a.m. Eastern Time at 45 Rockefeller Center, 20
th
Floor, New York, New York 10111. The purpose of the 2024 Annual Meeting and the matters to be acted on are stated below in this Notice of Annual Meeting of Stockholders. The Board of Directors knows of no other business that will come before the 2024 Annual Meeting.
At the 2024 Annual Meeting, stockholders will vote on the following matters:
(1)
to elect the six nominees for director named in the accompanying proxy statement to our Board of Directors, each to serve a one year term expiring at the 2025 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified;
(2)
to ratify the appointment of MK CPAS, PLLC as our independent registered public accounting firm for our fiscal year ending December 31, 2024;
(3)
to approve, on an advisory, non
-binding
basis, the compensation of our named executive officers;
(4)
to approve, on an advisory, non
-binding
basis, the frequency of the stockholder vote to approve the compensation of our named executive officers;
(5)
to approve, for purposes of complying with Nasdaq listing rules, the issuance of shares of our common stock, par value $0.01 per share, (the “
Common Stock
”), underlying certain warrants issued by the Company pursuant to that certain Securities Purchase Agreement, dated as of May 3, 2024, by and between the Company and the investor named on the signatory thereto, and that certain Placement Agent Agreement, dated as of May 3, 2024, by and between the Company and A.G.P./Alliance Global Partners, in an amount equal to or in excess of 20% of our Common Stock outstanding immediately prior to the issuance of such warrants (the “
Armistice Share Issuance Proposal
”);
(6)
to approve, for purposes of complying with Nasdaq listing rules, the issuance of shares of Common Stock pursuant to that certain Equity Purchase Agreement, dated as of February 7, 2023, by and between the Company and Peak One Opportunity Fund, L.P. (“
Peak One
”), in an amount equal to or in excess of 20% of our Common Stock outstanding as of February 7, 2023 (the “
Peak One Share Issuance Proposal
” and, together with the Armistice Share Issuance Proposal the “
Share Issuance Proposals
”);
990 Biscayne Blvd., Suite 501, Office 12
Miami, Florida 33132
(7) to approve an adjournment of the 2024 Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of Proposal 5 and/or Proposal 6 or to establish a quorum; and
(8) to transact such other business as may properly come before the 2024 Annual Meeting or any adjournments or postponements of the 2024 Annual Meeting.
The matters listed in this notice of meeting are described in detail in the accompanying proxy statement. In order to reduce printing and mailing costs and as a matter of good environmental stewardship, this year, we will be providing access to our proxy materials over the internet under the Securities and Exchange Commission’s “notice and access” rules. As a result, on or about August 13, 2024, we are mailing to our stockholders a notice of internet availability of proxy materials instead of a paper copy of the proxy statement and our Annual Report on Form 10 -K for the fiscal year ended December 31, 2023 (the “ 2023 Annual Report ”). Stockholders that would like to receive a paper copy may do so by following the instructions in the Proxy Statement. This Notice of Annual Meeting of Stockholders, the proxy statement and our 2023 Annual Report are available at https: // ir.safeandgreenholdings.com /sec -filings .
The Board of Directors has fixed the close of business on August 1, 2024 as the record date (the “ Record Date ”) for determining those stockholders who are entitled to notice of and to vote at the 2024 Annual Meeting or any adjournment or postponement of the 2024 Annual Meeting. The list of the stockholders of record as of the Record Date will be made available for inspection at the 2024 Annual Meeting for the ten days preceding the meeting at the Company’s offices located at 990 Biscayne Blvd., Suite 501, Office 12, Miami, Florida 33132 during ordinary business hours for any purpose germane to the 2024 Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON Septmber 27, 2024 .
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE 2024 ANNUAL MEETING, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE BY SUBMITTING YOUR PROXY VIA THE INTERNET OR TELEPHONE OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED THEREIN. IF YOU WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY) BY FOLLOWING THE INSTRUCTIONS IN THE PROXY STATEMENT AND SUCH MATERIALS WILL BE SENT TO YOU.
On behalf of the Board of Directors and the employees of Safe Green Holdings Corp., we thank you for your continued support and look forward to speaking with you at the 2024 Annual Meeting.
|
/s/ Paul M. Galvin |
||
|
Paul M. Galvin |
||
|
Chairman of the Board |
i
Safe Green Holdings Corp.
PROXY STATEMENT
For the 2024 Annual Meeting of Stockholders to be held on September 27, 2024
We are providing these proxy materials to holders of shares of common stock, $0.01 par value per share (the “
Common Stock
”), of Safe Green Holdings Corp., a Delaware corporation (referred to herein as “
Safe Green
,” the “
Company
,” “
we
,” or “
us
”), in connection with the solicitation by the Board of Directors of Safe Green (the “
Board of Directors
” or the “
Board
”) of proxies to be voted at our 2024 Annual Meeting of Stockholders (the “
2024 Annual Meeting
”) to be held on September 27, 2024, beginning at 10:00 a.m., Eastern Time, at 45 Rockefeller Center, 20
th
Floor, New York, New York 10111 and at any adjournment or postponement of our 2024 Annual Meeting. The purpose of the 2024 Annual Meeting and the matters to be acted on are stated in the accompanying Notice of Annual Meeting of Stockholders. The Board of Directors knows of no other business that will come before the 2024 Annual Meeting.
The Board of Directors recommends that stockholders vote: (1)
FOR
each of the six directors named in the proxy statement for election to the Board of Directors (“
Proposal 1
” or the “
Election of Directors Proposal
”); (2)
FOR
the ratification of the appointment of MK CPAS, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (“
Proposal 2
” or the “
Auditor Ratification Proposal
”); (3)
FOR
the approval, on an advisory, non
-binding
basis, of the compensation of our named executive officers (“
Proposal 3
” or the “
Say
-on
-Pay
Proposal
”); (4)
ONE YEAR
as the preferred frequency to have an advisory vote on the compensation of our named executive officers (“
Proposal 4
” or the “
Say
-When
-
on-Pay
Proposal
”); (5)
FOR
the approval of the Armistice Share Issuance Proposal (“
Proposal
5
” or the “
Armistice Share Issuance Proposal
”); (6)
FOR
the approval of the Peak One Share Issuance Proposal (“
Proposal 6
” or the “
Peak One Share Issuance Proposal
”); and (7)
FOR
the approval of an adjournment of the 2024 Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of the Armistice Share Issuance Proposal and/or the Peak One Share Issuance Proposal (“
Proposal 7
” or the “
Adjournment Proposal
”).
990 Biscayne Blvd., Suite 501, Office 12
Miami, Florida 33132
1
Stockholders of Record
If your shares are registered directly in your name with the Company’s transfer agent, Equiniti Trust Company LLC, you are considered the “stockholder of record” of those shares and the proxy statement is being sent directly to you by the Company. If you are a stockholder of record as of the close of business, Eastern Time, on August 1, 2024, you can vote your shares in one of two ways: either by submitting a proxy as described below or voting in person at the 2024 Annual Meeting. Whichever method you use, each valid proxy received in time will be voted at the 2024 Annual Meeting in accordance with your instructions or, if no instructions are provided, your shares will be voted in accordance with the recommendations of the Board of Directors.
Vote by Mail
If you receive a paper proxy by mail, you can submit your proxy completing, dating and signing your proxy card and returning it in the postage -paid envelope provided.
Vote by Internet or Telephone
If you choose to submit a proxy by internet, go to www.proxyvote.com to complete an electronic proxy card. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. If you vote by telephone call 1 -800-690-6903 and follow the instructions. Your internet or telephonic proxy must be received by 11:59 p.m. Eastern Time on September 26, 2024 to be counted.
Voting at the 2024 Annual Meeting
Submitting a proxy by mail, internet or telephone will not limit your right to vote at the 2024 Annual Meeting if you decide to attend in person.
Beneficial Owners of Shares Held in Street Name
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name, and the proxy statement is being forwarded to you by your broker, bank or nominee, who is considered the stockholder of record of those shares. As a beneficial owner, you have the right to direct your broker, bank or nominee on how to vote the shares held in your account. However, since you are not a stockholder of record, you may not vote these shares in person at the 2024 Annual Meeting unless you bring with you a legal proxy from the stockholder of record. A legal proxy may be obtained from your broker, bank or nominee. If you do not obtain a proxy from the stockholder of record to vote your shares at the 2024 Annual Meeting, you may vote by following the voting instructions from your broker, bank or nominee describing the available processes for voting your stock.
2
All stockholders as of the record date are welcome to attend the 2024 Annual Meeting. If you attend, please note that you will be asked to present government -issued identification (such as a driver’s license or passport) and evidence of your share ownership of our Common Stock on the record date. This can be your proxy card if you are a stockholder of record. If your shares are held beneficially in the name of a bank, broker or other holder of record and you plan to attend the 2024 Annual Meeting, you will also be required to present proof of your ownership of our Common Stock on the record date, such as a bank or brokerage account statement or a letter from your broker or bank reflecting your ownership of our Common Stock as of the record date, to be admitted to the 2024 Annual Meeting.
No cameras, recording equipment or electronic devices will be permitted in the 2024 Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 Annual Meeting OF STOCKHOLDERS TO BE HELD ON September 27, 2024: The Notice of Annual Meeting of Stockholders, this proxy statement and our Annual Report on Form 10 -K for the year ended December 31, 2023 (the “ 2023 Annual Report ”), which is not a part of our proxy solicitation materials, are also available free of charge at https: // ir.safeandgreenholdings.com /sec -filings . This proxy statement, together with the Notice of Annual Meeting of Stockholders and proxy card or voting instruction form, is first being made available to stockholders on or about August 13, 2024.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE 2024 ANNUAL MEETING, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE BY SUBMITTING A PROXY VIA THE INTERNET OR TELEPHONE OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED THEREIN. IF YOU WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY) BY CONTACTING THE CORPORATE SECRETARY, SAFE GREEN HOLDINGS CORP., 990 BISCAYNE BLVD., SUITE 501, OFFICE 12, MIAMI, FLORIDA 33132, OR BY PHONE AT (646) 240 -4235 AND SUCH MATERIALS WILL BE SENT TO YOU.
3
ADDITIONAL INFORMATION ABOUT THESE PROXY MATERIALS AND VOTING
We are providing you with these proxy materials because the Board of Directors is soliciting your proxy to vote at the 2024 Annual Meeting to be held on September 27, 2024, beginning at 10:00 a.m., Eastern Time including at any postponement or adjournment thereof. The purpose of the 2024 Annual Meeting and the matters to be acted on are stated in the accompanying Notice of Annual Meeting of Stockholders. The Board of Directors knows of no other business that will come before the 2024 Annual Meeting.
IMPORTANT NOTE REGARDING THE 2024 REVERSE STOCK SPLIT: On May 2, 2024, we effected a 1 -for-20 reverse stock split of our then -outstanding Common Stock (the “ May Reverse Stock Split ”). Accordingly, all share and per share amounts for all periods presented in this proxy statement have been retroactively adjusted to reflect the May Reverse Stock Split. In addition, all equity awards, warrants and debenture outstanding immediately prior to the May Reverse Stock Split were proportionately adjusted.
Q: What information is contained in the proxy statement?
A: The information included in this proxy statement relates to the proposals to be considered and voted on at the 2024 Annual Meeting, the voting process, the compensation of our directors and executive officers, and other required information.
Q: Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of proxy materials?
A: In accordance with the “notice and access” rules of the Securities and Exchange Commission (the “ SEC ”), instead of mailing a printed copy of our proxy materials to all stockholders of record as of the Record Date (as defined below), we have elected to furnish such materials to stockholders by providing access to these documents over the internet. As such, on or about August 13, 2024, we will be mailing a Notice of Internet Availability of Proxy Materials (the “ Notice of Internet Availability ”) to our stockholders of record as of the Record Date. These stockholders have the ability to access the proxy materials on a website referred to in the Notice of Internet Availability or request to receive a printed set of the proxy materials by calling the toll -free number found on the Notice of Internet Availability. We encourage you to take advantage of the availability of proxy materials on the internet in order to help save natural resources and reduce the cost to print and distribute the proxy materials.
Q: What items of business will be considered and voted on at the 2024 Annual Meeting?
A: The purpose of the 2024 Annual Meeting and matters to be acted upon are as follows:
(1) the election of our six nominees named herein as directors;
(2) the ratification of MK CPAS, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
(3) the approval, on an advisory, non -binding basis, of the compensation of our named executive officers;
(4) the approval, on an advisory, non -binding basis, of the frequency of the stockholder vote to approve the compensation of our named executive officers;
(5) the approval of the Armistice Share Issuance Proposal;
(6) the approval of the Peak One Share Issuance Proposal; and
(7) the approval of an adjournment of the 2024 Annual Meeting if to a later date or dates, if necessary, in the event there are not sufficient votes in favor of Proposals 5 and/or 6 or to establish a quorum.
Q: Why are we asking you to approve the Share Issuance Proposals?
A: We are proposing the Share Issuance Proposals in order to comply with Nasdaq Listing Rule 5635(d), which requires stockholder approval of certain transactions that result in the issuance of 20% or more of the outstanding voting power or shares of common stock outstanding before the issuance of stock or securities in such transactions. Because we may issue 20% or more of our outstanding Common Stock, we are required to obtain stockholder approval of such issuances pursuant to Nasdaq Listing Rule 5635(d). For more information, please see the sections entitled, “Proposal 5 — the Armistice Share Issuance Proposal” and “Proposal 6 — the Peak One Share Issuance Proposal” in this proxy statement.
4
Q: How does the Board of Directors recommend that I vote?
A: For the reasons described under each Proposal, the Board of Directors recommends that you vote (1) FOR each of the six director nominees named herein for election to the Board of Directors; (2) FOR the Auditor Ratification Proposal; (3) FOR the Say -on -Pay Proposal; (4) ONE YEAR as the preferred frequency for the Say -When - on-Pay Proposal; (5) FOR the Armistice Share Issuance Proposal; (6) FOR the Peak One Share Issuance Proposal; and (7) FOR the Adjournment Proposal. We do not expect that any other matters will be presented for consideration at the 2024 Annual Meeting. If, however, any other matters are properly presented, the persons named as proxies intend to vote on such matters in accordance with their judgment, including any proposal to adjourn or postpone the 2024 Annual Meeting.
Q: Who can vote at and attend the 2024 Annual Meeting?
A: You are entitled to notice of the 2024 Annual Meeting and to vote, in person or by proxy, at the 2024 Annual Meeting if you owned shares of the Company’s Common Stock, as of the close of business on August 1, 2024, which has been fixed as the record date (the “ Record Date ”) for the 2024 Annual Meeting. On the Record Date, there were 2,031,143 shares of Common Stock issued and 2,027,772 shares of Common Stock outstanding and entitled to vote.
All stockholders as of the Record Date, or their duly appointed proxies, may attend the 2024 Annual Meeting. If you attend the 2024 Annual Meeting in person, you will be asked to present photo identification (such as a state -issued driver’s license) and proof of your ownership of shares of Common Stock before entering the meeting. Please note that if you hold shares in “street name” (through a bank or broker, for example), you will need to bring a recent brokerage statement or a letter from your broker or bank reflecting your ownership of our Common Stock as of the Record Date. If you want to vote shares you hold in street name in person at the 2024 Annual Meeting, you must bring a legal proxy in your name from the broker, bank or other nominee that holds your shares.
Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A: Most of our stockholders hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Stockholder of Record: Shares Registered in Your Name
If on August 1, 2024 your shares were registered directly in your name with the Company’s transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record and the Notice of Internet Availability is sent directly to you by the Company. As the stockholder of record, you have the right to grant a proxy to someone to vote your shares or to vote in person at the 2024 Annual Meeting.
To ensure your shares are voted at the 2024 Annual Meeting, you are urged to provide your proxy instructions promptly online, by telephone or, if requested printed copies of the proxy materials by mail, by mailing your signed proxy card in the envelope provided. Please refer to the instructions on the proxy card. Authorizing your proxy will not limit your right to attend the 2024 Annual Meeting and vote your shares in person.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name (also called a “street name” holder), and the proxy statement is forwarded to you by your broker, bank or other nominee. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account. However, since you are not a stockholder of record, you may not vote these shares in person at the 2024 Annual Meeting unless you bring with you a legal proxy from the stockholder of record. A legal proxy may be obtained from your broker, bank or nominee. If you do not wish to vote in person or you will not be attending the 2024 Annual Meeting you may instruct your broker, bank or nominee to vote your shares pursuant to voting instructions you will receive from your broker, bank or nominee describing the available processes for voting your stock.
5
If you hold your shares through a broker and you do not give instructions to the record holder on how to vote, the record holder will be entitled to vote your shares in its discretion on certain matters considered routine, such as the Auditor Ratification Proposal and the Adjournment Proposal. The uncontested election of directors, the Say -on -Pay Proposal, the Say -When - on-Pay Proposal, the Armistice Share Issuance Proposal and the Peak One Share Issuance Proposal are not considered routine matters, and, therefore, brokers do not have the discretion to vote on those proposals. If you hold your shares in street name and you do not instruct your broker how to vote in these matters not considered routine, no votes will be cast on your behalf. These “broker non -votes ” will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum, but not as shares entitled to vote on a particular proposal.
Q: Can I change my vote or revoke my proxy?
A: You may change your vote or revoke your proxy at any time before the final vote at the 2024 Annual Meeting. To change how your shares are voted or to revoke your proxy, if you are the record holder, you may (1) notify our Corporate Secretary in writing at Safe Green Holdings Corp., 990 Biscayne Blvd., Suite 501, Office 12, Miami, Florida 33132; (2) submit a later -dated proxy by mail, via internet or by telephone, subject to the voting deadlines that are described on the proxy card; or (3) deliver to our Corporate Secretary another duly executed proxy bearing a later date. You may also revoke your proxy by attending the 2024 Annual Meeting and vote at the meeting. Attendance at the 2024 Annual Meeting alone will not revoke your proxy.
For shares you hold beneficially, you may change your vote by following the instructions provided by your broker, bank or nominee.
Q: What is a quorum and why is it necessary?
A: Conducting business at the meeting requires a quorum. The holders of one -third of the issued and outstanding shares of our Common Stock entitled to vote at the 2024 Annual Meeting, present in person or represented by proxy constitutes a quorum. Abstentions and proxies marked “withhold” for the election of directors are treated as present for purposes of determining whether a quorum exists. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the 2024 Annual Meeting. Broker non -votes (which result when your shares are held in “street name”, and you do not tell the nominee how to vote your shares and the nominee does not have discretion to vote such shares or declines to exercise discretion) are treated as present for purposes of determining whether a quorum is present at the meeting. If there is no quorum, the 2024 Annual Meeting may be adjourned by the chairperson of the 2024 Annual Meeting or the vote of the stockholders entitled to vote the shares present at the meeting in person or represented by proxy may adjourn the 2024 Annual Meeting to another time and place.
Q: What is the voting requirement to approve each of the proposals?
A: If a quorum is present or represented by proxy at the 2024 Annual Meeting, the vote required to approve each of the proposals is as follows:
For the Election of Directors Proposal (Proposal 1), the six director nominees named herein receiving the highest number of FOR votes (from the holders of shares present or represented by proxy at the 2024 Annual Meeting and entitled to vote on the election of directors) will be elected. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one of the nominees. Only votes FOR will affect the outcome. Withheld votes and broker non -votes , if any, will have no effect on the outcome of the vote as long as each nominee receives at least one FOR vote. You do not have the right to cumulate your votes.
To be approved, the Auditor Ratification Proposal (Proposal 2) must receive the affirmative vote of a majority of the shares of the Company’s Common Stock, present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote thereon. Abstentions, which are considered present and entitled to vote on this matter, will have the same effect as a vote AGAINST this proposal. Broker non -votes are not expected for this proposal because we believe this matter is a routine matter. Proposal 2 is an advisory vote, and therefore is not binding on us, the Audit Committee of the Board of Directors (the “ Audit Committee ”) or the Board of Directors. If our stockholders do not approve the Auditor Ratification Proposal, the Audit Committee will reconsider whether to
6
retain that firm. Even if the Auditor Ratification Proposal is approved, the Audit Committee in its discretion may direct the appointment of different independent auditors 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.
To be approved, the Say -on -Pay Proposal (Proposal 3) must receive the affirmative vote of a majority of the shares of the Company’s Common Stock, present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote thereon. Abstentions, which are considered present and entitled to vote on this matter, will have the same effect as a vote AGAINST this proposal. Broker non -votes , if any, will have no effect on the vote with respect to this proposal. The Say -on -Pay Proposal (Proposal 3) is advisory, and therefore not binding on us, the Compensation Committee of the Board of Directors (the “ Compensation Committee ”) or our Board of Directors. However, our Board of Directors and our Compensation Committee value the opinion of our stockholders and will consider our stockholders’ opinion when making future compensation decisions for our named executive officers.
With respect to the Say -When - on-Pay Proposal (Proposal 4), the frequency (one year, two years or three years) that receives the highest number of votes cast by the holders of all shares of stock present or represented and voting on that proposal at the 2024 Annual Meeting will be considered the preferred frequency selected by our stockholders for future advisory votes on the compensation of our named executive officers. Abstentions and broker non -votes will have no effect on the outcome of this proposal.
To be approved, the Armistice Share Issuance Proposal (Proposal 5) must receive the affirmative vote of a majority of the shares of the Company’s Common Stock, present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote thereon. Abstentions, which are considered present and entitled to vote on this matter, will have the same effect as a vote AGAINST this proposal. Broker non -votes , if any, will have no effect on the vote with respect to this proposal.
To be approved, the Peak One Share Issuance Proposal (Proposal 6) must receive the affirmative vote of a majority of the shares of the Company’s Common Stock, present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote thereon. Abstentions, which are considered present and entitled to vote on this matter, will have the same effect as a vote AGAINST this proposal. Broker non -votes , if any, will have no effect on the vote with respect to this proposal.
To be approved, the Adjournment Proposal (Proposal 7) must receive the affirmative vote of a majority of the shares of the Company’s Common Stock, present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote thereon. Abstentions, which are considered present and entitled to vote on this matter, will have the same effect as a vote AGAINST this proposal. Broker non -votes are not expected for this proposal because we believe this matter is a routine matter.
We encourage you to vote FOR each of the director nominees named in the Election of Directors Proposal; FOR the Auditor Ratification Proposal; FOR the Say -on -Pay Proposal; ONE YEAR as the preferred frequency for the Say -When - on-Pay Proposal; FOR the Armistice Share Issuance Proposal; FOR the Peak One Share Issuance Proposal; and FOR the Adjournment Proposal.
Q: What shares can I vote?
A: You may vote or cause to be voted all shares owned by you as of the close of business on August 1, 2024, the Record Date. These shares include: (1) shares held directly in your name as a stockholder of record; and (2) shares held for you, as the beneficial owner, through a broker or other nominee, such as a bank.
Q: How may I vote?
A: You may either vote FOR each of the six nominees to the Board of Directors or you may WITHHOLD your vote for any nominee you specify. You may not cumulate your votes in the Election of Directors Proposal. With respect to each of the other proposals, you may vote FOR , AGAINST , or ABSTAIN .
7
The procedures for voting are fairly simple:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may have your shares voted by proxy. We urge you to have your shares voted by proxy to ensure your vote is counted.
• To have your shares voted through the internet at www.proxyvote.com , follow the instructions on the Notice of Internet Availability. You will be asked to provide the Company number and control number from the enclosed proxy card. Your internet vote must be received by 11:59 p.m. Eastern Time on September 26, 2024 to be counted.
• To have your shares voted through the telephone, dial the toll -free number on the Notice of Internet Availability using a touch -tone phone and follow the recorded instructions. You will be asked to provide the Company number and control number from the enclosed proxy card. Your telephone vote must be received by 11:59 p.m. Eastern Time on September 26, 2024 to be counted.
• If you requested printed copies of the proxy materials by mail, to have your shares voted using the proxy card, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the 2024 Annual Meeting, the proxyholder will vote your shares as you direct.
• You or your proxyholder will be able to attend and vote at the 2024 Annual Meeting.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, you should have received a voting instruction form with these proxy materials from that organization rather than from the Company. Follow the instructions from your broker, bank or other nominee included with these proxy materials, or contact your broker, bank or other nominee to request a proxy form. Internet and telephone voting may be available to beneficial owners. Please refer to the voting instruction form provided by your broker, bank or other nominee.
Q: What happens if I do not vote?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record and do not vote at the 2024 Annual Meeting or by completing your proxy card or submitting your proxy via the internet or by telephone, your shares will not be voted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner and do not instruct your broker, bank, or other nominee how to vote your shares, the question of whether your broker will still be able to vote your shares depends on whether the New York Stock Exchange (the “ NYSE ”) deems the particular proposal to be a “routine” matter. Although our shares of Common Stock are listed with Nasdaq, the NYSE regulates broker -dealers and their discretion to vote on stockholder proposals. Brokers can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non -routine ” matters. Under the rules and interpretations of the NYSE, “non -routine ” matters are matters that may substantially affect the rights or privileges of stockholder, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management -supported . We believe that Proposals 1, 3, 4, 5 and 6 will be treated by the NYSE as non -routine matters and Proposals 2 and 8 will be treated by the NYSE as routine matters. Accordingly, your broker may register your shares as being present at the 2024 Annual Meeting for purposes of determining the presence of a quorum, but not vote your shares on Proposals 1, 3, 4, 5 and 6 without your instructions (referred to as broker non -votes ), but may vote your shares on Proposals 2 and 7 even in the absence of your instruction. This belief is based on preliminary guidance from the NYSE and may be incorrect or change before the 2024 Annual Meeting.
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Q: What if I return a proxy card or otherwise submit a proxy but do not make specific choices?
A: If you are a record holder and return a signed and dated proxy card or otherwise submit a proxy without marking voting selections, the persons named as proxies will vote in accordance with the recommendations of the Board of Directors. The recommendations of the Board of Directors are indicated on page 9 of this proxy statement, as well as with the description of each proposal in this proxy statement.
Q: Can I exercise rights of appraisal?
A: Neither Delaware law nor our Amended and Restated Certificate of Incorporation, as amended, or our Amended and Restated Bylaws provide our stockholders with appraisal rights in connection with any of the proposals to be presented at the 2024 Annual Meeting. If the proposals are approved at the 2024 Annual Meeting, stockholders voting against such proposals will not be entitled to seek appraisal for their shares.
Q: What should I do if I receive more than one Notice of Internet Availability?
A: You may receive more than one Notice of Internet Availability or more than one copy of the proxy materials. For example, if you are a stockholder of record and your shares are registered in more than one name, you will receive more than one Notice of Internet Availability or more than one copy of the proxy materials. To ensure that all of your shares are voted, you must follow the voting instructions included in each Notice of Internet Availability or proxy materials you receive.
Q: Where can I find the voting results of the 2024 Annual Meeting?
A: We intend to announce preliminary voting results at the 2024 Annual Meeting and publish final results in a Current Report on Form 8 -K , which will be filed within four (4) business days of the 2024 Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8 -K within four (4) business days after the 2024 Annual Meeting, we intend to file a Current Report on Form 8 -K to publish preliminary results and, within four (4) business days after the final results are known to us, file an additional Current Report on Form 8 -K to publish the final results.
Q: What happens if additional matters are presented at the 2024 Annual Meeting?
A: Other than the seven items of business described in this proxy statement, we are not aware of any other business to be acted upon at the 2024 Annual Meeting. If you grant a proxy, the persons named as proxy holders, Paul Galvin, our Chief Executive Officer and Patricia Kaelin, our Chief Financial Officer, or either of them, will have the discretion to vote your shares on any additional matters properly presented for a vote at the 2024 Annual Meeting. If for any unforeseen reason any of our nominees are not available as a candidate for director, the persons named as proxy holders will vote your proxy for any one or more other candidates nominated by the Board of Directors.
Q: How many shares are outstanding and how many votes is each share entitled?
A: On the Record Date, there were 2,027,772 shares of Common Stock outstanding and entitled to vote. Each share of our Common Stock that is issued and outstanding as of the close of business on August 1, 2024, the Record Date, is entitled to be voted on all items being voted on at the 2024 Annual Meeting, with each share being entitled to one vote on each matter.
Q: Who will count the votes?
A: A representative of Broadridge Financial Solutions, Inc., our inspector of election, will tabulate and certify the votes.
Q: Is my vote confidential?
A: Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within the Company or to anyone else, except: (1) as necessary to meet applicable legal requirements; (2) to allow for the tabulation of votes and certification of the vote; or (3) to facilitate a successful proxy solicitation.
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Q: Who will bear the cost of soliciting votes for the 2024 Annual Meeting?
A: The Board of Directors is making this solicitation on behalf of Safe Green, which will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials. Certain of our directors, officers, and employees, without any additional compensation, may also solicit your vote by telephone, or by electronic communication. On request, we will reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out -of -pocket expenses for forwarding proxy and solicitation materials to stockholders. In addition to the use of the mail, proxies may be solicited by personal interview, telephone, telegram, facsimile and advertisement in periodicals and postings, in each case by our directors, officers and employees without additional compensation. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward solicitation materials to beneficial owners and will be reimbursed for their reasonable expenses incurred in so doing. We may request by telephone, facsimile, mail, electronic mail or other means of communication the return of the proxy cards. In addition, we have retained D.F. King Co., Inc. to aid in the solicitation of proxies for this year. We will pay D.F. King Co., Inc. fees of not more than $7,500 plus expense reimbursement for its services. We may request by telephone, facsimile, mail, electronic mail or other means of communication the return of the proxy cards. Please contact D.F. King Co., Inc. toll -free at (800) 967 -0261 with any questions you may have regarding our proposals.
Q: When are stockholder proposals and director nominations due for next year’s annual meeting?
A: Stockholders who intend to present proposals for inclusion in next year’s proxy materials at the 2025 Annual Meeting of Stockholders (the “ 2025 Annual Meeting ”) under SEC Rule 14a -8 must ensure that such proposals are received by the Corporate Secretary of the Company in writing not later than April 15, 2025 at Safe Green Holdings Corp., 990 Biscayne Blvd., Suite 501, Office 12, Miami, Florida 33132. If you wish to submit a proposal (including a director nomination) at the 2025 Annual Meeting, you must comply with all applicable requirements of Rule 14a -8 promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).
Generally, timely notice of any director nomination or other proposal that any stockholder intends to present at the 2025 Annual Meeting but does not intend to have included in the proxy materials prepared by the Company in connection with the 2025 Annual Meeting, must have been delivered in writing to the Corporate Secretary at the address above not less than 60 days nor more than 75 days before the first anniversary of the date on which the Company first mailed its proxy materials for the 2024 Annual Meeting. However, if we hold the 2025 Annual Meeting on a date that is advanced by more than 30 days prior to or delayed by more than 60 days after September 27, 2025, the one -year anniversary of the 2024 Annual Meeting, we must receive the notice not earlier than the close of business on the 120 th day prior to the 2025 Annual Meeting and not later than the close of business on the later of the 90 th day prior to the 2025 Annual Meeting or the 10 th day following the day on which public announcement of the date of the 2025 Annual Meeting is first made. In addition, a stockholder’s notice must set forth the information required by our Amended and Restated Bylaws with respect to each stockholder making the proposal or nomination and each proposal or nomination that such stockholder intends to present at the 2025 Annual Meeting. All proposals should be addressed to the Corporate Secretary, Safe Green Holdings Corp., 990 Biscayne Blvd., Suite 501, Office 12, Miami, Florida 33132.
In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the 2025 Annual Meeting must provide notice that sets forth the information required by Rule 14a -19 under the Exchange Act no later than July 29, 2025. If such meeting date is changed by more than 30 days before or after September 27, 2025, then notice pursuant to Rule 14a -19 must be provided by the later of 60 calendar days prior to the date of the 2025 Annual Meeting or the 10 th calendar day following the day on which public announcement of the date of the 2025 Annual Meeting is first made.
See “Stockholder Proposals For the 2025 Annual Meeting.”
Q: Who can help answer my questions?
A: If you have any questions about the 2024 Annual Meeting or how to vote, submit a proxy or revoke your proxy, or you need additional copies of this proxy statement or voting materials, you should contact Corporate Secretary, Safe Green Holdings Corp., 990 Biscayne Blvd., Suite 501, Office 12, Miami, Florida 33132, or by phone (646) 240 -4235 .
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PROPOSAL 1
ELECTION OF DIRECTORS PROPOSAL
At the 2024 Annual Meeting, six nominees will be elected as directors. The following six current members: Paul Galvin (Chairman of the Board), Christopher Melton, David Villarreal, Shafron E. Hawkins, Jill Anderson and Thomas Meharey have been nominated by the Nominating, Environmental, Social and Corporate Governance Committee of the Board of Directors (the “ Nominating, Environmental, Social and Corporate Governance Committee ”) and the Board of Directors of the Company for election as directors of the Company at the 2024 Annual Meeting. The Board of Directors believes that it is in the best interests of the Company to elect the above -described nominees, each to serve as a director until the next annual meeting of stockholders and until his/her successor shall have been duly elected and qualified. All of the nominees have consented to being named in this proxy statement and to serve as a director if elected. At the time of the 2024 Annual Meeting, if any of the nominees named above is not available to serve as director (an event that the Board of Directors does not currently have any reason to anticipate), all proxies may be voted for any one or more other persons that the Board of Directors designates in their place. It is the intention of the persons named as proxies to vote all shares of Common Stock for which they have been granted a proxy for the election of each of the nominees, each to serve as a director until the next annual meeting of stockholders and until his/her successor shall have been duly elected and qualified.
The Board of Directors believes that each of the nominees is highly qualified to serve as a member of the Board of Directors and each has contributed to the mix of skills, core competencies and qualifications of the Board of Directors. When evaluating candidates for election to the Board of Directors, the Nominating, Environmental, Social and Governance Committee and the Board of Directors seeks candidates with certain qualities that it believes are important, including experience, skills, expertise, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest, those criteria and qualifications described in each director’s biography below and such other relevant factors that the Nominating Environmental, Social and Governance Committee considers appropriate in the context of the needs of the Board of Directors.
Director Nomination Process
The Nominating, Environmental, Social and Governance Committee evaluates and recommends director nominees for the Board’s consideration. Each of the director nominees for the 2024 Annual Meeting was evaluated and recommended by the Nominating, Environmental, Social and Governance Committee and unanimously approved by the Board of Directors.
Director Qualifications
The Nominating, Environmental, Social and Governance Committee has not established specific criteria or minimum qualifications that must be met by director nominees, but recognizes the value of nominating candidates who bring a variety of experiences, skills, perspectives and backgrounds to Board deliberations. The Nominating, Environmental, Social and Governance Committee, when identifying nominees to serves as directors of the Company, considers each nominee’s qualifications, including educational, business and professional experience, such as real estate, manufacturing and finance, and whether such nominee will satisfy the independence standards under The Nasdaq Capital Market and SEC rules and regulations. We do not have a set policy or process for considering diversity in identifying nominees, but strive to identity and recruit nominees with a broad diversity of experience, talents, professions, backgrounds, perspective, age, gender, ethnicity and country of citizenship, and who possess the commitment necessary to make a significant contribution to the Company. Board nominees should be committed to enhancing long -term stockholder value and should possess high standards of integrity and ethical behavior. The Nominating, Environmental, Social and Governance Committee may also consider other elements it deems appropriate.
We believe that the continuing service of qualified incumbent directors promotes stability and continuity in the function of the Board of Directors, contributing to the Board of Directors’ ability to work as a collective body, while giving us the benefit of the familiarity and insight into our affairs that our directors have accumulated during their tenure. Therefore, the Nominating, Environmental, Social and Governance Committee will generally re -nominate incumbent directors who continue to be qualified for Board of Directors service and are willing to continue in such role. If an incumbent director is not standing for re -election or if a vacancy occurs between annual stockholder meetings, the Nominating, Environmental, Social and Governance Committee will seek out potential candidates for Board of
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Directors appointment who meet the criteria for selection as a nominee and have the specific qualities or skills being sought. Director candidates will be selected based upon input from the members of the Board of Directors, senior management of the Company and, if the Committee deems appropriate, a third -party search firm.
Stockholder Recommendations
We will also consider director candidates submitted in writing by stockholders. A stockholder who wishes to nominate a person for election must provide written notice to the Company in accordance with the procedures set forth in our Amended and Restated Bylaws. Among other requirements, such notification shall contain certain background information and the consent of each nominee to serve as one our directors, if elected. Stockholder nominations for election to the Board of Directors for the 2025 Annual Meeting must be made by written notification. See “Stockholder Proposals For the 2025 Annual Meeting.”
All potential director candidates will be evaluated in the same manner, regardless of the source of the recommendation.
2024 Nominees for Election as Directors
The following table sets forth the nominees to be elected at the 2024 Annual Meeting, each nominee’s age as of the Record Date, the year each nominee joined the Board of Directors and each nominee’s current position with the Company:
THE NOMINEES
