PARK CITY GROUP INC
10-Ks and 10-Qs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 [X]
Filed by a Party other than the Registrant
[ ]
Check the appropriate box:
|
[ ]
|
|
Preliminary Proxy Statement
|
|
[ ]
|
|
Confidential, for Use of the SEC Only (as permitted by
Rule 14a-6(e)(2))
|
|
[X]
|
|
Definitive Proxy Statement
|
|
[ ]
|
|
Definitive Additional Materials
|
|
[ ]
|
|
Soliciting Material Pursuant to 14a-12
|
PARK CITY GROUP, 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):
[X] No fee required.
[ ] Fee computed on table
below per Exchange Act Rules 14a-6(i)(4) and
0-11.
|
1.
|
|
Title of each class of securities to which transaction
applies:
|
|
2.
|
|
Aggregate number of securities to which transaction
applies:
|
|
3.
|
|
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):
|
|
4.
|
|
Proposed maximum aggregate value of transaction:
|
|
5.
|
|
Total fee paid:
|
[ ] Fee paid
previously with preliminary materials.
[ ] 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.
|
1.
|
|
Amount Previously Paid:
|
|
2.
|
|
Form, Schedule or Registration Statement No.:
|
|
3.
|
|
Filing Party:
|
|
4.
|
|
Date Filed:
|
PARK CITY GROUP, INC.
299 South Main Street, Suite 2225
Salt Lake City, Utah 84111
(435) 645-2000
October 4, 2018
Dear Stockholders of Park City Group, Inc.:
You are cordially invited to attend
the 2018 Annual Meeting of Stockholders of Park City Group, Inc.
(the “
Annual
Meeting
”), which will be
held at our corporate offices located at 299 South Main Street,
Suite 2225, Salt Lake City, Utah on November 15, 2018 at 9:00 a.m.,
local time.
Details of the business to be conducted at the
Annual Meeting are described in the Notice of Internet Availability
of Proxy Materials (the “
Notice
”) you received in the mail, and in this
Proxy Statement. We have also made available a copy of our Annual
Report on Form 10-K for the year ended June 30, 2018
(“
Annual
Report
”) with this Proxy
Statement. We encourage you to read our Annual Report. It includes
our audited financial statements and provides information about our
business and services.
As
part of our efforts to conserve environmental resources and prevent
unnecessary corporate expenses, we have elected to provide access
to our proxy materials over the Internet, rather than mailing paper
copies. Our management team believes that providing our proxy
materials over the Internet increases the ability of our
stockholders to access the information they need, while lowering
the costs of our Annual Meeting and conserving natural
resources.
Regardless of whether you plan to attend the
Annual Meeting in person,
please read the accompanying
Proxy Statement and then vote by Internet, telephone or e-mail as
promptly as possible.
Please refer to the Notice for
instructions on submitting your vote. Voting promptly will save us
additional expense in soliciting proxies and will ensure that your
shares are represented at the Annual Meeting.
Our
Board of Directors has unanimously approved the proposals set forth
in the Proxy Statement and we recommend that you vote in favor of
each such proposal.
We
look forward to seeing you at the Annual Meeting.
|
|
Sincerely,
|
|
|
RANDALL
K. FIELDS
|
|
|
Chief
Executive Officer
|
|
YOUR
VOTE IS IMPORTANT. All stockholders are cordially invited to attend
the Annual Meeting in person. However, to ensure your
representation at the Annual Meeting, you are urged to complete,
sign, date and return, in the enclosed postage paid envelope, the
enclosed proxy card as soon as possible. Returning your proxy will
help us assure that a quorum will be present at the Annual Meeting
and avoid the additional expense of duplicate proxy solicitations.
Any stockholder attending the Annual Meeting may vote in person,
even if he or she has returned a proxy.
|
PARK CITY GROUP, INC.
299 South Main Street, Suite 2225
Salt Lake City, Utah 84111
(435) 645-2000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 15, 2018
|
Time and Date
|
|
9:00 a.m., local time, on November 15, 2018.
|
|
|
|
|
|
Place
|
|
Our offices located at 299 South Main Street, Suite 2225, Salt Lake
City, Utah 84111.
|
|
|
|
|
|
Items of Business
|
|
(1)
To elect as directors the five nominees named in the accompanying
proxy statement to serve until our next annual meeting of
stockholders or until their respective successors are duly elected
and qualified.
|
|
|
|
|
|
|
|
(2)
To ratify the appointment of Haynie & Company as our
independent registered public accounting firm for the fiscal year
ending June 30, 2019.
|
|
|
|
|
|
|
|
(3)
To transact other business that may properly come before the Annual
Meeting or any adjournments or postponements thereof.
|
|
|
|
|
|
Adjournments and Postponements
|
|
Any action on the items of business described above may be
considered at the Annual Meeting at the time and on the date
specified above or at any time and date to which the Annual Meeting
may be properly adjourned or postponed.
|
|
|
|
|
|
Record Date
|
|
September 17, 2018
|
|
|
|
|
|
|
|
Only holders of record of our common stock and Series B Convertible
Preferred Stock (“
Series B
Preferred
”) as of
September 17, 2018 are entitled to notice of and to vote at the
Annual Meeting.
|
|
|
|
|
|
Meeting Admission
|
|
You are invited to attend the Annual Meeting if you are a
stockholder of record or a beneficial owner of shares of our common
stock and/or Series B Preferred, in each case, as of September 17,
2018.
|
|
|
|
|
|
Availability of Proxy Materials
|
|
The proxy materials for the Annual Meeting, including our Annual
Report on Form 10-K for the year ended June 30, 2018 (the
“
Annual
Report
”) are also
available at the following Internet address:
http://www.iproxydirect.com/PCYG
|
|
|
|
|
|
Voting
|
|
Your vote is very important
.
Whether
or not you expect to attend in person, we urge you to vote your
shares as promptly as possible by following the instruction on the
Notice of Internet Availability of Proxy Material you received in
the mail so that your shares may be represented and voted at the
Annual Meeting.
If your shares are held in the name of a
bank, broker or other fiduciary, please follow the instructions on
the voting instruction card furnished by the record
holder.
|
|
|
By Order of the Board of Directors,
|
|
|
|
|
|
|
|
|
|
|
|
Randall K. Fields
|
|
|
Chief Executive Officer, Chairman and Director
|
Salt Lake City, Utah
October 4, 2018
PARK CITY GROUP, INC.
299 South Main Street, Suite 2225
Salt Lake City, Utah 84111
(435) 645-2000
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the
Board of Directors of Park City Group, Inc., a Nevada corporation
(the “
Company
”), for use at the 2018 Annual Meeting of
Stockholders (“
Annual
Meeting
”) to be held on
November 15, 2018 at 9:00 a.m., local time, and at any
adjournment or postponement thereof, at our corporate offices
located at 299 South Main Street, Suite 2225, Salt Lake City, Utah
84111.
We have elected to provide access to this
year’s proxy materials primarily over the Internet, under the
Securities and Exchange Commission’s
(the
"SEC"
) “notice and access” rules. On
or about October 4, 2018, we mailed a Notice of Internet
Availability of Proxy Materials (the “
Notice
”) to each of our stockholders entitled to
notice of and to vote at the Annual Meeting. This Notice contained
instructions on how to access this Proxy Statement, our Annual
Report on Form 10-K for the year ended June 30, 2018
(“
Annual
Report
”) and how to
submit your vote via the Internet, telephone and/or e-mail. The
Notice also included instructions on how you can receive a paper
copy of your proxy materials. The Proxy Statement and the Annual
Report both are available online at:
http://www.iproxydirect.com/PCYG.
Voting
The specific proposals to be considered and acted
upon at our Annual Meeting were summarized in the Notice, and are
described in more detail in this Proxy
Statement. On September 17, 2018, the record date
for determination of stockholders entitled to notice of and to vote
at the Annual Meeting (the “
Record Date
”)
,
we had outstanding 19,792,473 shares of
our common stock, par value $0.01 per share
(“
Common
Stock
”), and 625,375
shares of our Series B Preferred Stock (“
Series B
Preferred
”), each of
which are entitled to vote at the Annual Meeting. Each holder
of Common Stock is entitled to one vote per share of Common Stock
held, and each holder of Series B Preferred is entitled to 2.5
votes per share of Series B Preferred held on the Record Date. As
of the Record Date, outstanding shares represented 21,355,910
votes, consisting of 19,792,473 attributable to Common Stock and
1,563,437 attributable to Series B Preferred.
Quorum
In
order for any business to be conducted at the Annual Meeting, the
holders of more than 50% of the shares entitled to vote at the
Annual Meeting must be represented, either in person or by properly
executed proxy. If a quorum is not present at the scheduled time of
the Annual Meeting, the stockholders who are present may adjourn
the Annual Meeting until a quorum is present. The time and place of
the adjourned Annual Meeting will be announced at the time the
adjournment is taken, and no other notice will be given. An
adjournment will have no effect on the business that may be
conducted at the Annual Meeting.
Required Vote for Approval
Proposal No. 1: Election of
Directors.
The five
nominees who receive the greatest number of votes cast at the
Annual Meeting by the shares present, either in person or by proxy,
and entitled to vote will be elected.
Proposal No. 2: Ratification
of Appointment of Auditors.
To
ratify the appointment of Haynie & Company as our independent
auditors for the fiscal year ending June 30, 2019, the number of
votes cast “FOR” must exceed the number of votes cast
“AGAINST” this proposal.
-1-
Abstentions and Broker Non Votes
All
votes will be tabulated by the inspector of election appointed for
the Annual Meeting, who will separately tabulate affirmative and
negative votes, abstentions and broker non-votes. An abstention is
the voluntary act of not voting by a stockholder who is present at
a meeting and entitled to vote. A broker “non-vote”
occurs when a broker nominee holding shares for a beneficial owner
does not vote on a particular proposal because the nominee does not
have discretionary power for that particular item and has not
received instructions from the beneficial owner. If you hold your
shares in “street name” through a broker or other
nominee, your broker or nominee may not be permitted to exercise
voting discretion with respect to some of the matters to be acted
upon. If you do not give your broker or nominee specific
instructions regarding such matters, your proxy will be deemed a
“broker non-vote.”
Under
Nevada law, abstentions and broker non-votes are not counted as
votes cast on an item and therefore will not affect the outcome of
any proposal presented in this proxy statement, although they are
counted for purposes of determining whether there is a quorum
present at the Annual Meeting.
Voting and Revocation of Proxies
If your proxy is properly returned to the Company,
the shares represented thereby will be voted at the Annual Meeting
in accordance with the instructions specified thereon. If you
return your proxy without specifying how the shares represented
thereby are to be voted, the proxy will be voted (i)
FOR
the election of the five director
nominees identified in this proxy statement, each of whom has been
nominated by our Board, (ii)
FOR
ratification of the appointment of Haynie &
Company as our independent auditors for fiscal year ending June 30,
2019, and (iii) at the discretion of the proxy holders on any other
matter that may properly come before the Annual Meeting or any
adjournment or postponement thereof.
You
may revoke or change your proxy at any time before the Annual
Meeting by filing, with our Corporate Secretary at our principal
executive offices at 299 South Main Street, Suite 2225, Salt Lake
City, Utah, 84111, a notice of revocation or another signed proxy
with a later date. You may also revoke your proxy by attending the
Annual Meeting and voting in person. Attendance at the Annual
Meeting alone will not revoke your proxy. If you are a
stockholder whose shares are not registered in your own name, you
will need additional documentation from your broker or record
holder to vote personally at the Annual Meeting.
Solicitation
We
will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of the Notice, any
requested copies of this proxy statement and our Annual Report,
form of proxy, as well as any additional solicitation materials
that may be furnished to our stockholders. Copies of any
solicitation materials will be furnished to brokerage houses,
fiduciaries and custodians holding shares in their names that are
beneficially owned by others so that they may forward this
solicitation material to such beneficial owners. In addition, we
may reimburse such persons for their costs in forwarding the
solicitation materials to such beneficial owners. The original
solicitation of proxies by mail may be supplemented by a
solicitation by telephone, facsimile or other means by our
directors, officers or employees. No additional compensation will
be paid to these individuals for any such services. Except as
described above, we do not presently intend to solicit proxies
other than by mail and telephone.
-2-
MATTERS TO BE CONSIDERED AT ANNUAL MEETING
PROPOSAL NO. 1
ELECTION OF DIRECTORS
General
Our Articles of Incorporation, as amended
(“
Charter
”) and Amended and Restated Bylaws
(“
Bylaws
”) provide that our Board of Directors shall
consist of no less than one director, and that upon a change in the
number of directors, any newly created directorships or eliminated
directorships shall be apportioned by the remaining members of the
Board of Directors or by stockholders.
Our
Board of Directors currently consists of six directors, though the
number of directors will be reduced to five effective at the
conclusion of the Annual Meeting as a result of the decision of
Richard Juliano not to stand for re-election at the
Annual Meeting. Each of the five director nominees identified below
has confirmed that he is able and willing to serve as a director if
elected. If any of the nominees become unable or unwilling to
serve, your proxy will be voted for the election of a substitute
nominee recommended by the current Board of Directors.
Upon
recommendation of the Nominating and Corporate Governance
Committee, the Board of Directors has nominated for election at our
Annual Meeting Randall K. Fields, Robert W. Allen, William S. Kies,
Jr., Austin F. Noll, Jr., and Ronald C. Hodge, each to serve until
our next annual meeting of stockholders or until his successor is
duly elected and qualified.
Please see disclosure under the section
captioned “
Directors
” below for more information, including
background information, business experience, and the Nominating and
the Corporate Governance Committee’s recommendation of each
nominee.
Required Vote and Recommendation
The
election of directors requires the affirmative vote of a plurality
of the shares present or represented by proxy and entitled to vote
at the Annual Meeting. The five nominees receiving the highest
number of affirmative votes will be elected. Accordingly, under
Nevada law, our Charter and our Amended and Restated Bylaws,
abstentions and broker non-votes will not have any effect on the
election of a particular director nominee. Unless otherwise
instructed or unless authority to vote is withheld, shares
represented by executed proxies will be voted “FOR” the
election of each of the nominees.
The Board of Directors recommends that the stockholders vote
“
FOR
” the election of Messrs. Fields,
Allen, Kies, Noll, and Hodge.
The
following sections set forth certain information regarding the
nominees for election as directors of the Company. There are no
family relationships between any of the directors and the
Company’s executive officers.
DIRECTORS
|
Name of Nominee
|
|
Age
|
|
Title
|
|
|
|
|
|
|
|
|
|
Randall K. Fields
|
|
|
71
|
|
President, Chief Executive Officer and Chairman
|
|
Robert W. Allen
|
|
|
75
|
|
Director
|
|
William S. Kies, Jr.
|
|
|
66
|
|
Director
|
|
Austin F. Noll, Jr.
|
|
|
75
|
|
Director
|
|
Ronald C. Hodge
|
|
|
70
|
|
Director
|
-3-
Randall K.
Fields
founded the Company in
1990 and has been its President, Chief Executive Officer, and
Chairman, and has been responsible for the strategic direction of
the Company since its inception. Mr. Fields also serves as the
Company’s Chief Operating Officer and Head of Sales. Mr.
Fields co-founded Mrs. Fields Cookies with his then wife,
Debbi Fields, in 1977. He served as Chairman of the Board of
Mrs. Fields Cookies from 1978 to 1990. In the early
1970’s, Mr. Fields established Fields Investment Group, a
financial and economic consulting firm. Mr. Fields received a
Bachelor of Arts degree in 1968 and a Master of Arts degree in 1970
from Stanford University, where he was Phi Beta Kappa, Danforth
Fellow, and National Science Foundation
Fellow.
The
Nominating and Corporate Governance Committee believes that Mr.
Fields’ expertise in the Company’s industry and markets
following his founding of the Company in 1990, his extensive sales,
marketing and technical background and experience, and his
knowledge of business allow him to bring a unique understanding of
the industries and markets in which the Company operates, as well
as an entrepreneurial vision to the Company and the Board of
Directors.
Robert W.
Allen
joined the Board of Directors in October 2007. Mr.
Allen is a seasoned executive with many years of experience as
Chairman, President, and Chief Executive Officer of businesses
ranging in size from $200 million to $2.5 billion. Mr. Allen
has over thirty years of experience in the dairy industry, most
notably as a catalyst for developing companies and a turn-around
agent for troubled companies or divisions. Mr. Allen was Chief
Executive Officer of Tuscan Lehigh Dairies from July 1994 to
December 1998, where he established a leadership team that
repositioned the company and developed a position in the market
place for the branding of its products. Prior to this, from
September 1991 to April 1994, he served as Executive Vice President
of Borden, Inc., where he was recruited to turn around the largest
and most troubled division of the company. He is also a past
Chair of Kid Peace International, a $160 million non-profit agency
assisting children in crises.
The
Nominating and Corporate Governance Committee believes that Mr.
Allen’s years of experience in an area of growth for the
Company, the dairy industry, as well as his extensive experience
developing and managing companies in senior executive roles, add
significant value to the Company and its Board of Directors in
assessing challenges in one of its growth markets, and in
addressing organizational and development issues facing the
Company.
William S.
Kies, Jr
.
joined the Board of Directors in November
2011. Mr. Kies is currently a principal and the founder of Kies
Consulting, LLC, a premier consulting practice specializing in the
supermarket industry established in 1994. Clients of Kies
Consulting include Fortune 100 consumer package goods corporations
and companies offering national services, programs and in-store
support to all channels of food distribution. Prior to Kies
Consulting, he was the President and Chief Operating Officer of
IGA, Inc., the world’s largest banner group of independent
supermarkets with over 4,000 stores serviced by 24 wholesalers in
20 countries.
The
Nominating and Corporate Governance Committee believes that Mr.
Kies’ extensive management experience, including experience
in the supermarket industry, together with his substantial contacts
with potential clients for the Company’s services,
contributes to the Board of Directors’ deliberations and
provides the Company with valuable insight and direction as the
Company executes its business plan.
Austin F.
Noll, Jr.
joined the Board
of Directors in October 2012. Mr. Noll is the owner of Austin Noll
& Associates, a trade relations and industry affairs
consultancy founded in 2000 and based in New Jersey. Mr. Noll
started his career with General Foods in 1965, spending 22 years in
sales related positions. He then became Vice President of Trade
Relations for the grocery division of Borden, Inc. from 1987 to
1997, and was promoted to Vice President of Industry and Trade
Relations, before moving to Nabisco, Inc. as Senior Vice President
of Industry and Trade Relations from 1997 to 1999. Mr. Noll
has served on the Trade Advisory Boards of Grocery Manufacturing
Association, Food Marketing Institute, National Grocers
Association, North American Wholesale Grocers Association, Western
Association of Food Chains and IGA. He is currently a founding
member of the Trade Advisory Board of Instant Combo
Savings.
The
Nominating and Corporate Governance Committee believes that Mr.
Noll’s experience working for and advising national food
retailers provides a unique perspective to the Company that is
particularly beneficial as the Company continues to expand its
client base within the grocery industry.
Ronald C.
Hodge
joined the Board of
Directors in February 2013. Mr. Hodge was an advisor to Delhaize
America, LLC, a role he transitioned into following his time as
Delhaize America’s Chief Executive Officer from March 2011 to
October 2012. Prior to Delhaize America, Mr. Hodge served as
Executive Vice President of Delhaize Group and Chief Executive
Officer of Hannaford Bros. Co. He joined Hannaford in 1980 and
served in various executive roles, including Vice President
and General Manager of Hannaford’s New York Division, Senior
Vice President of Retail Operations, Executive Vice President of
Sales and Marketing, and Executive Vice President and Chief
Operating Officer. He became President of Hannaford in December
2000 and Chief Executive Officer in 2001. While leading the
start-up of Hannaford’s entry into upstate New York, Mr.
Hodge was elected Chairman of the New York State Food
Merchant’s Association, and served on several Community
Agency Boards of Directors. He chaired the Northeastern New York
United Way Campaign in 1995 and was selected as the New York
Capital Region’s Citizen of the Year in 1996. Mr. Hodge holds
a Bachelor of Science degree in business administration from
Plymouth State College, Plymouth, New
Hampshire.
The
Nominating and Corporate Governance Committee believes that Mr.
Hodge’s 38 years of management experience in the grocery
industry, including leading the successful expansion of Hannaford
Bros. Co., provides the Company with valuable industry knowledge
and insight as the Company continues to grow its scan-based
technologies to an expanding client base.
-4-
There
have been no events under any bankruptcy act, no criminal
proceedings and no judgments or injunctions material to the
evaluation of the ability and integrity of any director or nominee
during the past ten years.
Director Compensation
Currently,
each of our non-executive directors, consisting of Messrs. Allen,
Kies, Noll and Hodge, receive an annual retainer of $10,000
for their continued service on the Board. This retainer is payable
in quarterly installments, which the Company may elect to pay in
cash or shares of Common Stock. During the year ended June 30,
2018, the Company elected to pay all fee payable to the
non-executive directors in shares of Common Stock.
In
addition, to the annual retainer, any newly-appointed outside
independent directors to the Board receive a one-time grant of
$150,000, payable in shares of the Company’s restricted
Common Stock, calculated based on the market value of the shares of
Common Stock on the date of grant. The shares vest ratably over a
five-year period.
T
he
following table provides information regarding 2018 compensation
paid to our non-employee directors. Information regarding
executive compensation paid to Mr. Fields in 2018 is reflected
in the Summary Compensation Table on page 10
of this proxy statement.
|
Name
|
Fees
Earned
or
Paid
in
Cash ($)
(1)
|
Stock
Awards
($)
(2)
|
Total
($)
|
|
|
|
|
|
|
Robert W.
Allen
|
$
10,000
|
-
|
$
10,000
|
|
William S. Kies,
Jr.
|
$
10,000
|
-
|
$
10,000
|
|
Richard
Juliano
(3)
|
$
10,000
|
-
|
$
10,000
|
|
Austin F. Noll,
Jr.
|
$
10,000
|
-
|
$
10,000
|
|
Ronald C.
Hodge
|
$
10,000
|
-
|
$
10,000
|
|
(1)
|
Amounts reported in this table represent the amounts earned by each
non-employee director for their service on the Company’s
Board of Directors during the year ended June 30, 2018, all of
which were paid in shares of Common Stock.
The amounts in this column do not represent cash payments, but
instead, represent the aggregate grant date fair value of the
shares of Common Stock issued to each non-employee director in
fiscal 2018, calculated in accordance with Financial Accounting
Standards Board (“
FASB
”) Accounting Standards Codification
(“
ASC
”) Topic 718.
|
|
|
|
|
(2)
|
As of June 30, 2018, none of the Company’s non-executive
directors held any stock awards or options.
|
|
|
|
|
(3)
|
As noted above, Mr. Juliano has decided not to stand
for re-election as a director of the Company at the
Annual Meeting. As such, Mr. Juliano will continue to serve as
a director of the Company until his current term ends at the
conclusion of the Annual Meeting.
|
-5-
GOVERNANCE AND BOARD MATTERS
Term of Office
The
Company’s Charter provides for a Board of Directors comprised
of one class of directors. Directors serve from the time they are
duly elected and qualified until the next annual meeting of
stockholders or their earlier death, resignation, or removal from
office.
Director Independence
The
Board has determined that all of its members, other than Mr.
Fields, who serves as the Company’s Chief Executive Officer,
are “independent” within the meaning of Rule 5605(a)(2)
of the NASDAQ Stock Market Rules, and the SEC rules regarding
independence.
Director Nomination Process
The
Nominating and Corporate Governance Committee identifies director
nominees by first considering those current members of the Board of
Directors who are willing to continue service. Current members of
the Board of Directors with skills and experience that are relevant
to our business and who are willing to continue service are
considered for re-nomination, balancing the value of continuity of
service by existing members of the Board of Directors with that of
obtaining a new perspective. Nominees for director are selected by
a majority of the members of the Board of Directors. Although the
Company does not have a formal diversity policy, in considering the
suitability of director nominees, the Nominating and Corporate
Governance Committee considers such factors as it deems appropriate
to develop a Board and committees that are diverse in nature and
comprised of experienced and seasoned advisors. Factors considered
by the Nominating and Corporate Governance Committee include
judgment, knowledge, skill, diversity, integrity, experience with
businesses and other organizations of comparable size, including
experience in the grocery industry, business, finance,
administration or public service, the relevance of a potential
nominee’s experience to our needs and experience of other
board members, experience with accounting rules and practices, the
desire to balance the considerable benefit of continuity with the
periodic injection of the fresh perspective provided by new
members, and the extent to which a potential nominee would be a
desirable addition to the Board of Directors and/or any committees
of the Board of Directors.
The
Nominating and Corporate Governance Committee and the Board of
Directors may consider suggestions for persons to be nominated for
director that are submitted by stockholders, provided such
nominations are submitted in accordance with the procedure set
forth in our Amended and Restated Bylaws. The Nominating and
Corporate Governance Committee will evaluate stockholder
suggestions for director nominees in the same manner as it
evaluates suggestions for director nominees made by management,
then-current directors or other appropriate sources.
Code of Ethics and Business Conduct
In
August 2008, the Company and its Board of Directors unanimously
adopted a new Code of Ethics and Business Conduct, which replaced
the Code of Ethics adopted in 2005. The Company’s Code
of Ethics and Business Conduct is posted at the Company’s
website located at www.parkcitygroup.com.
The Role of the Board in Risk Oversight
The
Board’s role in the Company’s risk oversight process
includes reviewing and discussing with members of management areas
of material risk to the Company, including strategic, operational,
financial and legal risks. The Board, as a whole, primarily deals
with matters related to strategic and operational risk. The Audit
Committee deals with matters of financial and legal risk. The
Compensation Committee addresses risks related to compensation and
other related matters. The Nominating and Governance Committee
manages risks associated with Board independence and corporate
governance. Committees report to the full Board regarding their
respective considerations and actions.
The Board’s Leadership Structure
Our Board of Directors has discretion to determine whether to
separate or combine the roles of Chief Executive Officer and
Chairman of the Board. Our founder, Randall K. Fields, has served
in both roles since 2001, and our Board continues to believe that
his combined role is most advantageous to the Company and our
stockholders. Our technology has its genesis in the operations of
Mrs. Fields Cookies, co-founded by Mr. Fields, and Mr. Fields
possesses in-depth knowledge of the issues, opportunities and risks
facing us, our business and our industry and is best positioned to
fulfill the Chairman’s responsibility to develop meeting
agendas that focus the Board’s time and attention on critical
matters and to facilitate constructive dialogue among Board members
on strategic issues.
In
addition to Mr. Fields’ leadership, the Board maintains
effective independent oversight through a number of governance
practices, including, open and direct communication with
management, input on meeting agendas, and regular executive
sessions.
-6-
MEETINGS AND COMMITTEES OF DIRECTORS
The
Board of Directors met seven times and acted eight times
by unanimous written consent during the fiscal year ended June 30,
2018. The Board of Directors has an Audit Committee, a Compensation
Committee and a Nominating and Corporate Governance Committee. Each
of the Company’s directors who served during fiscal 2018
attended or participated in no less than 75% or more of the
aggregate of (i) the total number of meetings of the Board of
Directors and (ii) the total number of meetings held by all
committees of the Board of Directors on which such director served
during fiscal 2018.
The
following table represents the current composition of each
committee of the Board of Directors:
|
Name of Director
|
Audit
Committee
|
Compensation
Committee
|
Nominating and Corporate Governance Committee
|
|
|
|
|
|
|
Randall
K. Fields
|
-
|
-
|
-
|
|
Robert
W. Allen
|
Member
|
Chairman
|
-
|
|
William
S. Kies, Jr.
|
-
|
-
|
Chairman
|
|
Richard Juliano
(1)
|
-
|
Member
|
-
|
|
Austin
F. Noll, Jr.
|
Member
|
-
|
Member
|
|
Ronald
C. Hodge
|
Chairman
|
-
|
Member
|
|
|
|
|
|
|
No.
of Meetings Held in Fiscal 2018
|
4
|
2
|
2
|
|
(1)
|
As noted above, Mr. Juliano has decided not to stand
for re-election as a director of the Company at the
Annual Meeting. As such, Mr. Juliano will continue to serve as
a director of the Company until his current term ends at the
conclusion of the Annual Meeting.
|
Audit
Committee
. Pursuant to the
Company’s Audit Committee Charter, the Audit Committee
provides assistance to the Board of Directors in fulfilling its
legal and fiduciary obligations in matters involving our
accounting, auditing, financial reporting, internal control and
legal compliance functions by approving the services performed by
our independent accountants and reviewing their reports regarding
our accounting practices and systems of internal accounting
controls. The Audit Committee also oversees the audit efforts of
our independent accountants and takes those actions as it deems
necessary to satisfy it that the accountants are independent of
management. The current members of the Audit Committee are Ronald
C. Hodge (Chairman), Austin F. Noll, Jr., and Robert W. Allen,
each of whom are non-executive members of our Board of Directors.
Mr. Allen
acts as our
Audit Committee
financial expert, as that term is defined under SEC rules
implementing Section 407 of the Sarbanes Oxley Act of 2002, and
possesses the requisite financial sophistication, as defined under
applicable rules. We believe the composition of our Audit Committee
meets the criteria for independence under, and the functioning of
our Audit Committee complies with, the applicable requirements of
the NASDAQ Stock Market Rules, the Sarbanes-Oxley Act of 2002 and
SEC rules and regulations
Compensation
Committee.
Pursuant to the
Company’s Compensation Committee Charter, the Compensation
Committee determines our general compensation policies and the
compensation provided to our directors and officers. The
Compensation Committee also reviews and determines bonuses for our
officers and other employees. In addition, the Compensation
Committee reviews and determines equity-based compensation for our
directors, officers, employees and consultants and administers our
stock option plans and employee stock purchase plan. During the
year ended June 30, 2018, the Compensation Committee consisted of
Robert W. Allen (Chairman) and Richard Juliano, each of whom were
non-executive member of our Board of Directors. Following the end
of Mr. Juliano’s term at the conclusion of the Annual
Meeting, the Company expects to fill the committee seat left vacant
by Mr. Juliano at its next meeting of the Board of Directors. We
believe that the composition of our Compensation Committee meet the
criteria for independence under, and the functioning of our
Compensation Committee complied with, the applicable requirements
of the NASDAQ Stock Market Rules, the Sarbanes-Oxley Act of 2002
and SEC rules and regulations during the year ended June 30, 2018
and will continue to do so in future periods.
-7-
Nominating and Corporate
Governance Committee.
Pursuant
to the Company’s Nominating and Corporate Governance
Committee Charter, the Nominating and Corporate Governance
Committee is responsible for making recommendations to the Board of
Directors regarding candidates for directorships and the size and
composition of the Board. In addition, the Nominating and Corporate
Governance Committee is responsible for overseeing our corporate
governance guidelines and reporting and making recommendations to
the Board concerning corporate governance matters. The current
members of the Nominating and Corporate Governance committee are
William S. Kies, Jr. (Chairman), Austin F. Noll, Jr., and Ronald C.
Hodge. We believe that the composition of our Nominating and
Corporate Governance Committee meets the criteria for independence
under, and the functioning of our Nominating and Corporate
Governance Committee complies with, the applicable requirements of
the NASDAQ Stock Market Rules, the Sarbanes-Oxley Act of 2002 and
SEC rules and regulations.
Stockholder Communications
If
you wish to communicate with the Board, you may send your
communication in writing to:
Park City Group, Inc.
299 South Main Street, Suite 2225
Salt Lake City, Utah 84111
Attn: Corporate Secretary
You
must include your name and address in the written communication and
indicate whether you are a stockholder of the Company. Our
Corporate Secretary will review any communication received from a
stockholder, and all material and appropriate communications from
stockholders will be forwarded to the appropriate director or
directors or committee of the Board based on the subject
matter.
-8-
EXECUTIVE OFFICERS
The
following table sets forth information regarding the
Company’s current executive officers and significant
employees:
Executive Officers:
|
Name
|
|
Age
|
|
Title
|
|
|
Randall K. Fields
|
|
|
71
|
|
Chief Executive Officer, Chairman of the Board and
Director
|
|
Todd Mitchell
|
|
|
51
|
|
Chief Financial Officer
|
|
Edward L. Clissold
|
|
|
62
|
|
General Counsel and Corporate Secretary
|
Significant Employees:
|
Name
|
Age
|
Title
|
|
John
Merrill
|
48
|
Senior
Vice President, Finance
|
|
Christine
Davidson
|
65
|
Senior Vice
President, Chief Customer Officer
|
The
executive officers and significant employees named above were
appointed by the Board of Directors to serve in such capacities
until their respective successors have been duly appointed and
qualified or until their earlier death, resignation or removal from
office.
Executive Officers
Randall K.
Fields
Please see Mr.
Fields’ biography on page 13
of this proxy statement, under the section titled
“
Directors
.”
Todd
Mitchell
joined the Company in
September 2015 and serves as the Company’s Chief Financial
Officer. Prior to joining the Company, Mr. Mitchell served as a
Senior Analyst and the Director of Research for Brean Capital, LLC.
From March 2005 until joining Brean Capital in June 2011, Mr.
Mitchell was a Senior Analyst with Kaufman Bros., L.P. Mr. Mitchell
holds a B.A. in Political Science from Vassar College, an MBA/MA in
International Finance and Economics from The George Washington
University School of Business.
Edward
L. Clissold
joined the
Company in March 2002 and currently serves as the Company’s
General Counsel and Corporate Secretary. Mr. Clissold previously
served as the Company’s Chief Financial Officer from August
2012 until September 2015. Prior to his time with the Company, Mr.
Clissold served as General Counsel for Mrs. Fields Cookies from
August 1987 to April 1995 and was also in private practice. Mr.
Clissold holds a Bachelor’s degree in Finance from the
University of Utah and a Juris Doctorate from Brigham Young
University.
Significant Employees
John
Merrill
has served as Senior
Vice President, Finance for the Company since May, 2018. Mr.
Merrill
has held a variety of
financial roles within public and private organizations including
United Health Group, Clear Channel, IMG, and Sports
Authority. Most recently, Mr. Merrill
served as
Chief Financial Officer
of 360 Touch Advertising from 2016 to 2018, as Chief Financial
Officer of Track Group, Inc. (OTCQX: TRCK) from 2014 to 2016, and
as a merger and acquisition consultant for UnitedHealth Group
(NYSE: UNH) from 2010 to 2014. In addition, Mr. Merrill previously
served as Company’s Chief Financial Officer and Prescient
Applied Intelligence, Inc. (OTCQB: PPID), software-as-a-service
acquired by the Company in 2009. Mr. Merrill began his career
with KPMG and holds a Bachelors and a Master’s in Accounting
from the University of South Florida.
Christine Davidson
first joined the Company in 2006 and has served as Senior Vice
President, Chief Customer Officer since July 2016. Ms. Davidson is
the primary business contact for key retail and supplier accounts.
Her team is responsible for establishing, maintaining and growing
customer accounts by simultaneously working with internal teams and
customer teams creating customer satisfaction by crafting
enhancements, determining implementation methodologies, training
options and materials to meet market needs. Prior to joining Park
City Group, Ms. Davidson held management positions in the
Caribbean, Scotland and Nigeria as well as in higher education in
Britain and the United States. Ms. Davidson holds a business degree
from Strathclyde University located in Glasgow,
Scotland.
-9-
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information
about the compensation paid or accrued during the years ended June
30, 2018 and 2017 to our Chief Executive Officer and our executive
officers, other than our Chief Executive Officer, who were serving
as an executive officer as of June 30, 2018 and whose annual
compensation exceeded $100,000 during such year (collectively the
“
Named Executive
Officers
”):
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($)
(1)
|
All Other Compensation ($)
|
Total
($)
|
|
|
|
|
|
|
|
|
|
Randall
K. Fields
|
2018
|
905,494
(2)
|
450,000
(3)
|
-
|
135,240
(3)
|
1,490,734
|
|
Chief Executive Officer and Chairman of the Board
|
2017
|
716,469
(2)
|
400,000
(3)
|
-
|
133,325
(3)
|
1,249,794
|
|
|
|
|
|
|
|
|
|
Todd
Mitchell
|
2018
|
225,000
|
-
|
128,893
|
-
|
353,893
|
|
Chief Financial Officer
|
2017
|
225,000
|
-
|
112,500
|
-
|
337,500
|
|
|
|
|
|
|
|
|
|
Edward
L. Clissold
|
2018
|
183,541
|
-
|
48,481
|
-
|
232,022
|
|
General Counsel and Corporate Secretary, former Chief Financial
Officer
|
2017
|
150,000
|
-
|
48,481
|
|
198,481
|
|
(1)
|
Stock awards consist solely of shares of restricted Common Stock.
Amounts shown do not reflect compensation actually received by the
Named Executive Officer. Instead, the amounts shown are the
compensation costs recognized by the Company during the fiscal year
for stock awards as determined pursuant to FAS 123R.
|
|
|
|
|
(2)
|
On July 1, 2017, the Company and Mr. Fields and Fields Management,
Inc., a management company wholly-owned by Mr. Fields
(“
FMI
”),
entered into an amended Employment Agreement and an amended Service
Agreement, respectively. The year-over-year change in Mr.
Fields’ salary, bonus and other compensation are a result of
terms in the amended agreements. See “
Employment
Agreements
” below for a
more detailed description of Mr. Fields’ amended Employment
Agreement and FMI’s amended Service
Agreement.
$823,176 and $651,335 of Mr. Fields’ cash compensation during
2018 and 2017, respectively, was paid to FMI pursuant to the terms
and conditions of the Service Agreement in effect during the
applicable period.
|
|
|
|
|
(3)
|
The terms and conditions of the amended Employment Agreement
by and between Mr. Fields and the Company, first dated June 30,
2013 and amended on July 1, 2017, and the amended Services
Agreement, by and between FMI and the Company, first dated June 30,
2013 and amended on July 1, 2017, provide for an incentive bonus to
be paid to Mr. Fields at the discretion of the Compensation
Committee and upon approval by the Board of Directors, based upon
the Company’s achievement of certain performance
goals. Upon recommendation of the Compensation Committee,
the Board of Directors approved a $400,000 bonus to Mr. Fields for
performance in each of the years ended June 30, 2018 and 2017,
respectively. The amounts granted reflect successful completion of
certain business objectives. The amounts paid in the year
ended June 30, 2018 were satisfied through payment in cash.
The amounts paid in the year ended June 30, 2017
were satisfied through the issuance of shares of the
Company’s non-voting, non-convertible Series B-1 Preferred
Stock.
|
|
|
|
|
(4)
|
These amounts include premiums paid on life insurance policies of
$73,416 and $73,416 for 2018 and 2017, respectively; computer
related expenses of $6,000 for each of 2018 and 2017; Company car
related expenses of $18,720 and $19,816 for 2018 and 2017,
respectively; medical premiums of $25,104 and $22,093 for 2018 and
2017, respectively; and reimbursement for certain accounting
services of $12,000 for each of 2018 and 2017.
|
|
|
|
-10-
Employment Arrangements
Fields Employment Agreement
The Company has an Employment Agreement with
Randall K. Fields, first dated June 30, 2013 and subsequently
amended on July 1, 2017, (the “
Fields Employment
Agreement
”), pursuant to
which Mr. Fields is employed by the Company in the position of
Sales Department Manager through June 30, 2021 for annual
compensation of $50,000, subject to annual increases equal to 75%
of the Company’s percentage annual revenue growth beginning
in the 2014 fiscal year. Mr. Fields may also be eligible
for an annual incentive bonus, awarded at the discretion of the
Compensation Committee.
The Company also has a Services Agreement with
Fields Management, Inc. (“
FMI
”), first dated June 30, 2013 and
subsequently amended on July 1, 2017, to provide certain
executive management services to the Company, including designating
Mr. Fields to perform the functions of President and Chief
Executive Officer for the Company through June 30, 2021 (the
“
Services
Agreement
”). Pursuant to
the Services Agreement, FMI is paid an annual base fee of $500,000,
subject to annual increases equal to 75% of the Company’s
percentage annual revenue growth beginning in the 2014 fiscal year.
FMI may also be eligible for an annual incentive bonus, awarded at
the discretion of the Company’s Board of
Directors.
FMI
also receives: (i) up to $1,200 per month for reimbursement of
vehicle expenses; (ii) an annual computer equipment allowance of up
to $6,000; (iii) 600,000 shares of the Company’s Common
Stock, subject to a pro-rata 10-year vesting schedule; and (iv) a
retirement annuity or other bonus award to be developed within six
months of the effective date. The Company also maintains and pays
the premiums for a $5.0 million life insurance policy in the name
of Mr. Fields, with the beneficiary to be designated by Mr. Fields
at his sole discretion.
Mitchell Employment Agreement
The Company and Todd Mitchell entered into an
Employment Agreement on September 28, 2015 (the
“
Mitchell Employment
Agreement
”), pursuant to
which Mr. Mitchell receives an annual base salary of $225,000. Upon
execution of the Mitchell Employment Agreement, Mr. Mitchell
received 43,144 restricted shares of the Company’s Common
Stock (the “
Incentive
Shares
”), which Incentive
Shares are subject to vesting conditions set forth in the Mitchell
Employment Agreement.
Outstanding Equity Awards at Fiscal Year-End
The
following table generally sets forth the number of outstanding
equity awards that have not been earned or vested or that have not
been exercised for each of the Named Executive Officers as of June
30, 2018. No other equity awards otherwise reportable in
this table have been granted to any of our Named Executive
Officers.
|
|
Option Awards
|
Stock Awards
|
||||
|
Name
|
Number of Securities Underlying Unexercised Options
Exercisable
(#)
|
Number of Securities Underlying Unexercised Options
Unexercisable
(#)
|
Option Exercise Price
($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not
Vested
(#)
|
Market Value of Shares or Units of Stock That Have
Not Vested
($)
(1)
|
|
|
|
|
|
|
|
|
|
Randall
K. Fields
|
-
|
-
|
$
-
|
-
|
776,744
|
$
6,136,278
|
|
Chief Executive Officer, Chairman and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Todd
Mitchell
|
-
|
-
|
$
-
|
-
|
21,572
|
$
170,418
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward
L. Clissold
|
-
|
-
|
$
-
|
-
|
-
|
$
-
|
|
General Counsel and Corporate Secretary
|
|
|
|
|
|
|
|
(1)
|
Market value based on the closing market price of $7.90 of the
Company’s Common Stock on June 29, 2018, as reported on the
NASDAQ Capital Market.
|
-11-
Description of Equity Compensation Plans
The
following table sets forth information as of June 30, 2018 with
respect to compensation plans under which shares of the
Company’s common stock may be issued:
Second Amended and Restated 2011 Stock Incentive Plan
In January 2013, the Board of Directors approved
the Second Amended and Restated 2011 Stock Incentive Plan (the
“
2011
Plan
”), which plan was
approved by stockholders on March 29, 2013. The 2011 Plan was
subsequently amended by the Board of Directors on October 30, 2015
and August 3, 2017 to increase the number of shares available for
issuance. Under the terms of the 2011 Plan, officers, key
employees, consultants and directors of the Company are eligible to
participate. The maximum aggregate number of shares that may
be granted under the 2011 Plan is 1,250,000 shares. Our
Compensation Committee administers the 2011 Plan. The exercise
price for each share of Common Stock purchasable under any
incentive stock option granted under the 2011 Plan shall be not
less than 100% of the fair market value of the Common Stock, as
determined by the closing price of our Common Stock on the grant
date, as reported on the NASDAQ Capital Market. If the
incentive stock option is granted to a stockholder who possesses
more than 10% of the Company’s voting power, then the
exercise price shall be not less than 110% of the fair market value
on the date of grant. Each option shall be exercisable in
whole or in installments as determined by the Compensation
Committee at the time of the grant of such options. All
incentive stock options expire after ten years; however, if the
incentive stock option is held by a stockholder who possesses more
than 10% of the Company’s voting power, then the incentive
stock option expires after five years. If the option holder is
terminated, then the incentive stock options granted to such holder
expire no later than three months after the date of
termination. For option holders granted incentive stock
options exercisable for the first time during any fiscal year and
in excess of $100,000 (determined by the fair market value of the
shares of Common Stock as of the grant date), the excess shares of
Common Stock shall not be deemed to be purchased pursuant to
incentive stock options.
Second Amended and Restated 2011 Employee Stock Purchase
Plan
In January 2013,
the Board of Directors
approved
the Second
Amended Employee Stock Purchase Plan (the
“
ESPP
”),
which
plan was approved by stockholders on March 29, 2013. The ESPP was
subsequently amended by the Board of Directors on October 30, 2015
and August 3, 2017 to increase the number of shares available for
issuance. The ESPP
provides every full- and part-time employee
of the Company an opportunity to acquire and expand their equity
interest in the Company by giving each participating employee the
opportunity to purchase shares of Common Stock at a discount from
fair market value. Additionally, the ESPP may also be used to issue
shares of Common Stock in lieu of cash compensation. The ESPP is
administered and interpreted by the Compensation
Committee.
-12-
401(k) Retirement Plan
The
Company offers an employee benefit plan under Benefit Plan Section
401(k) of the Code. The Company utilizes ADP Retirement
Services as its administrator and trustee of the
Company’s 401(k) plan. Employees who have attained the age of
18 are immediately eligible to participate. The Company, at
its discretion, may match employees’ contributions at a
percentage determined annually by the Board of Directors. The
Company does not currently match contributions.
Indemnification for Securities Act Liabilities
Nevada law authorizes, and the Company’s
Amended and Restated Bylaws provide for, indemnification of the
Company’s directors and officers against claims, liabilities
and amounts paid in settlement, and expense in a variety of
circumstances. Indemnification for liabilities arising under the
Securities Act of 1933, as amended (the “
Securities
Act
”), may be permitted
for directors, officers and controlling persons of the Company
pursuant to the foregoing or otherwise. However, the Company has
been advised that, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable.
Compensation Committee Interlocks and Insider
Participation
No
executive officers of the Company serve on the Compensation
Committee (or in a like capacity) for the Company or any other
entity.
Related Party Transactions
During
the year ended June 30, 2018, the Company was a party to the
Service Agreement with FMI, pursuant to which FMI provided certain
executive management services to the Company, including designating
Randall K. Fields to perform the functions of President and Chief
Executive Officer for the Company. Randall K. Fields, FMI’s
designated executive, who also serves as the Company’s
Chairman of the Board of Directors, controls FMI. Amounts paid to
FMI in connection in with the Service Agreement are reflected above
in the Summary Compensation Table.
Policy and Procedures Governing Related Party
Transactions
The
Board of Directors is committed to upholding the highest legal and
ethical conduct in fulfilling its responsibilities and recognizes
that related party transactions can present a heightened risk of
potential or actual conflicts of interest.
The
SEC rules define a related party transaction to include any
transaction, arrangement or relationship which: (i) we are a
participant; (ii) the amount involved exceeds $120,000; and (iii)
executive officer, director or director nominee, or any person who
is known to be the beneficial owner of more than 5% of our Common
Stock, or any person who is an immediate family member of an
executive officer, director or director nominee or beneficial owner
of more than 5% of our Common Stock had or will have a direct or
indirect material interest.
Although
we do not maintain a formal written procedure for the review and
approval of transactions with such related persons, it is our
policy for the disinterested members of our Board of Directors to
review all related party transactions on a case-by-case
basis. To receive approval, a related-party transaction must
have a legitimate business purpose for us and be on terms that are
fair and reasonable to us and our stockholders and as favorable to
us and our stockholders as would be available from non-related
entities in comparable transactions.
All
related party transactions must be disclosed in our applicable
filings with the SEC as required under SEC rules.
Section 16 Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of
1934, as amended (the “
Exchange
Act
”), requires our
officers, directors and persons who beneficially own more than ten
percent of our common stock (collectively,
“
Reporting
Persons
”) to file reports
of ownership on Form 3 and changes in ownership on Form 4 or Form 5
with the SEC. The Reporting Persons are also required by SEC
rules to furnish us with copies of all reports that they file
pursuant to Section 16(a).
-13-
Based
solely upon a review of these forms that were furnished to us, we
believe that all reports required to be filed by these individuals
and persons under Section 16(a) were filed during the year ended
June 30, 2018 and that such filings were timely except the
following:
●
Ronald
Hodge, a member of our Board of Directors, filed three Form 4s,
each reporting one late transaction;
●
Allen
Robert, a member of our Board of Directors, filed two Form 4s, each
reporting one late transaction, and a Form 4 reporting three late
transactions;
●
William
Keys, a member of our Board of Directors, filed two Form 4s, each
reporting one late transaction, and a Form 4 reporting two late
transactions;
●
Austin
Noll, a member of our Board of Directors, filed three Form 4s, each
reporting one late transaction;
●
Richard
Juliano, a member of our Board of Directors, filed two Form 4s,
each reporting one late transaction, and a Form 4 reporting two
late transactions;
●
Randall
Fields, our President, Chief Executive Officer and Chairman, filed
three Form 4s, each reporting one late transaction, and a Form 4
reporting two late transactions;
●
Todd
Mitchell, our Chief Financial Officer, filed a Form 4 reporting one
late transaction; and
●
Edward
Clissold, our General Counsel and Corporate Secretary, filed a Form
4 reporting one late transaction.
-14-
PROPOSAL NO. 2
RATIFICATION OF THE APPOINTMENT OF
HAYNIE & COMPANY TO SERVE AS OUR
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL
YEAR
Upon recommendation of the Audit Committee of the
Board of Directors, the Board of Directors appointed Haynie &
Company (“
Haynie
”) as our independent registered public
accounting firm for the current fiscal year and hereby recommends
that the stockholders ratify such appointment.
The
Board of Directors may terminate the appointment of Haynie &
Company as the Company’s independent registered public
accounting firm without the approval of the Company’s
stockholders whenever the Board of Directors deems such termination
necessary or appropriate.
Representatives
of Haynie will be present at the Annual Meeting or available by
telephone and will have an opportunity to make a statement if they
so desire and to respond to appropriate questions from
stockholders.
|
|
2018
|
2017
|
|
|
|
|
|
Audit
Fees
|
$
163,900
|
$
153,000
|
|
Audit-Related
Fees
|
|
-
|
|
Tax
Fees
|
$
24,300
|
$
21,000
|
|
All
Other Fees
|
|
-
|
|
Total
|
$
188,200
|
$
174,000
|
Audit Fees
Audit
fees in 2018 and 2017 relate to services rendered in connection
with the audit of the Company’s consolidated financial
statements.
Tax Fees
Tax
fees in 2018 and 2017 include fees for services with respect to tax
compliance, tax advice and tax planning.
Audit Committee Pre-Approval Policies
The
Audit Committee has established its pre-approval policies and
procedures, pursuant to which the Audit Committee approved the
foregoing audit and permissible non-audit services provided by
Haynie in fiscal 2018 and 2017. Such procedures govern the ways in
which the Audit Committee pre-approves audit and various categories
of non-audit services that the auditor provides to the
Company. Services which have not received pre-approval must
receive specific approval of the Audit Committee. The Audit
Committee is to be informed of each such engagement in a timely
manner, and such procedures do not include delegation of the Audit
Committee’s responsibilities to management.
Required Vote and Recommendation
Ratification
of the selection of Haynie & Company as the Company’s
independent auditors for the fiscal year ending June 30, 2019
requires the affirmative vote of a majority of the shares present
or represented by proxy and entitled to vote at the Annual Meeting.
Under Nevada law and our Charter and our Bylaws, each broker
non-vote will reduce the absolute number, but not the percentage,
of affirmative votes necessary for approval of the ratification.
Unless otherwise instructed on the proxy or unless authority to
vote is withheld, shares represented by executed proxies will be
voted “FOR” the ratification of Haynie & Company as
the Company’s independent auditors for the fiscal year ending
June 30, 2019.
The Board of Directors recommends that stockholders vote
“
FOR
” the ratification of the selection of
Haynie & Company as Park City Group’s independent
auditors for the fiscal year ending June 30,
2019.
-15-
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS
The Audit Committee has reviewed and discussed
with management and Haynie & Company, our independent
registered public accounting firm, the audited consolidated
financial statements in the Park City Group, Inc. Annual Report on
Form 10-K for the year ended June 30, 2018, filed with the SEC on
September 13, 2018. The Audit Committee has also discussed with
Haynie & Company those matters required to be discussed by
Public Company Accounting Oversight Board
(“
PCAOB
”) Auditing Standard No.
16.
Haynie
& Company also provided the Audit Committee with the written
disclosures and the letter required by the applicable requirements
of the PCAOB regarding the independent auditor’s
communication with the Audit Committee concerning independence. The
Audit Committee has discussed with the registered public accounting
firm their independence from our Company.
Based
on its discussions with management and the registered public
accounting firm, and its review of the representations and
information provided by management and the registered public
accounting firm, including as set forth above, the Audit Committee
recommended to our Board of Directors that the audited financial
statements be included in our Annual Report on Form 10-K for the
year ended June 30, 2018.
|
|
Respectfully Submitted by:
MEMBERS OF THE AUDIT COMMITTEE
Ronald C. Hodge, Chairman of the Audit Committee
Austin F.
Noll, Jr.
Robert W. Allen
|
Dated: September 13, 2018
The information contained above under the caption
“
Report of the Audit Committee
of the Board of Directors
” shall not be deemed to be soliciting
material or to be filed with the SEC, nor shall such information be
incorporated by reference into any future filing under the
Securities Act or the Exchange Act, except to the extent that we
specifically incorporate it by reference into such
filing.
-16-
BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND
MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The following tables set forth information regarding shares of our
Series B Preferred and Common Stock beneficially owned as of
September 17, 2018 by:
|
(i)
|
each of our officers and directors;
|
|
(ii)
|
all officers and directors as a group; and
|
|
(iii)
|
each person known by us to beneficially own five percent or more of
the outstanding shares of our Series B Preferred and Common
Stock. Percent ownership is calculated based on 625,375 shares
of our Series B Preferred and19,793,473 shares of Common Stock
outstanding at September 17, 2018.
|
Beneficial Ownership of our Series B Preferred
|
Name
|
Series B
Preferred Stock
|
% Ownership
of Class
|
|
|
|
|
|
Robert
W. Allen
|
79,493
|
13
%
|
|
Riverview
Financial Corp.
|
531,432
(1)
|
85
%
|
|
Julie
Fields
|
14,450
(1)
|
2
%
|
|
(1)
|
Includes 531,432 shares of Series B Preferred held in the name of
Riverview Financial Corp. and 14,450 shares of Series B Preferred
in the name of Julie Fields.
Mr. Fields is the beneficial owner of Riverview Financial Corp. and
the spouse of Mrs. Fields.
|
-17-
Beneficial Ownership of our Common Stock
|
Name
|
Common Stock
|
Common Stock Warrants Exercisable
|
Total Stock and Stock Based
Holdings
(1)
|
% Ownership of Class
|
|
Randall
K. Fields
Chief
Executive Officer, President, Chairman and Director
Nominee
|
5,885,679
(2)
|
957,480
(3)
|
6,843,159
|
33.0%
|
|
Todd
Mitchell
Chief
Financial Officer
|
36,147
(4)
|
-
|
36,147
|
*%
|
|
Edward
L. Clissold
General
Counsel and Corporate Secretary
|
66,751
|
-
|
66,751
|
*%
|
|
Robert
W. Allen, Director Nominee
|
743,443
(5)
|
130,753
(6)
|
874,196
|
4.4%
|
|
William
S. Kies, Jr.,
Director
Nominee
|
51,755
|
660
(7)
|
52,415
|
*%
|
|
Richard
Juliano, Director
|
70,851
|
923
(8)
|
71,774
|
*%
|
|
Austin
F. Noll, Jr.,
Director
Nominee
|
90,504
|
1,846
(9)
|
92,350
|
*%
|
|
Ronald
C. Hodge,
Director
Nominee
|
500,140
|
7,912
(10)
|
508,052
|
2.6%
|
|
Officers and Directors, as a group (8 persons)
|
7,445,270
|
1,099,574
|
8,554,844
|
39.9%
|
|
5% Stockholder(s):
|
|
|
|
|
|
Fidelity
Management Research, LLC
|
1,088,596
|
-
|
1,088,596
|
5.5%
|
*Less than 1%
|
(1)
|
For purposes of this table “beneficial ownership” is
determined in accordance with Rule 13d-3 of the Exchange Act,
pursuant to which a person or group of persons is deemed to have
“beneficial ownership” of any shares that such person
or group has the right to acquire within 60 days after September
17, 2018. For purposes of computing the percentage of outstanding
common shares held by each person or group of persons named above,
any shares that such person or group has the right to acquire
within 60 days after September 17, 2018, are deemed outstanding but
are not deemed to be outstanding for purposes of computing the
percentage ownership of any other person or group.
|
|
|
|
|
(2)
|
Includes 3,706,089 shares of Common Stock held in the name of
Randall K Fields., 1,289,230 shares of Common Stock held in the
name of Fields Management, Inc., of which Mr. Fields is the
beneficial owner; 654,693 shares of Common Stock held in the name
of Riverview Financial Corp., of which Mr. Fields is the beneficial
owner; 205,000 shares of Common Stock held in the name Charitable
2010, LLC, of which Mr. Fields is the beneficial owner; and 30,667
shares of Common Stock held by Mr. Fields’ spouse, Julie
Fields.
|
|
(3)
|
Includes warrants for 914,065 and 40,250 shares of Common Stock,
which are exercisable at $4.00 per share and expire on February 5,
2020, and which are held by Riverview Financial Corp and Julie
Fields, respectively. Mr. Fields is the beneficial owner of
Riverview Financial Corp and the spouse of Julie Fields. Includes
warrants for 3,165 shares of Common Stock, which are exercisable
for $10.00 per share and expire on January 26, 2020.
|
|
|
|
|
(4)
|
Includes
10,786 shares of common stock which vested on September 28,
2018.
|
|
|
|
|
(5)
|
Includes 118,933 shares of Common Stock held in trust, in which Mr.
Allen is the trustee.
|
|
(6)
|
Includes warrants for 130,753 shares of Common Stock, which are
exercisable for $4.00 per share and which expire on February 5,
2020.
|
|
|
|
|
(7)
|
Includes warrants for 660 shares of Common Stock, which are
exercisable for $10.00 per share and which expire on January 26,
2020.
|
|
(8)
|
Includes warrants for 1,846 shares of Common Stock, which are
exercisable for $10.00 per share and which expire on January 26,
2020.
|
|
(9)
|
Includes warrants for 7,912 shares of Common Stock, which are
exercisable for $10.00 per share and which expire on January 26,
2020.
|
|
(10)
|
Inc
ludes
warrants for 923 shares of Common Stock, which are exercisable for
$10.00 per share and which expire on January 26,
2020.
|
-18-
ADDITIONAL INFORMATION
Deadline for Receipt of Stockholder Proposals
Pursuant
to Rule 14a-8 under the Exchange Act, stockholder proposals to
be presented at our 2019 Annual Meeting of Stockholders and
included in our proxy statement and form of proxy relating to that
Annual Meeting must be received by us at our principal executive
offices at 299 South Main Street, Suite 2225, Salt Lake City, Utah
84111, addressed to our Corporate Secretary, not later than 90 days
nor more than 120 days prior to the first anniversary of the
preceding year’s Annual Meeting. These proposals must comply
with applicable Nevada law, the rules and regulations promulgated
by the SEC and the procedures set forth in our Amended and
Restated Bylaws.
We
reserve the right to reject, rule out of order, or take other
appropriate action with respect to any proposal that does not
comply with these and all other applicable
requirements.
Pursuant
to our Amended and Restated Bylaws, stockholders who wish to submit
nominees for election to the Board of Directors at our Annual
Meeting and inclusion in our proxy statement and form of proxy must
submit such nomination in writing to our Nominating and Corporate
Governance Committee at our principal executive officers. Such
writing must include information about the proposed candidate as
set forth in Items 7-8 of Rule 14-a under the Exchange Act, and the
Board of Directors may request further information from the
proposed nominee and the stockholder making the
recommendation.
Stockholder Communications with the Board of Directors
Our
Board of Directors provides stockholders with the ability to send
communications to the Board of Directors, and stockholders may do
so at their convenience. In particular, stockholders may send their
communications to: Board of Directors, c/o Corporate
Secretary, Park City Group, Inc., 299 South Main Street, Suite
2225, Salt Lake City, Utah, 84111. All communications received by
the Corporate Secretary are relayed to the Board of Directors of
the Company. Members of the Board of Directors are not required to
attend the Annual Meeting.
Householding of Proxy Materials
The
SEC has adopted rules that permit companies and intermediaries
(e.g., brokers) to satisfy the delivery requirements for proxy
statements and annual reports with respect to two or more
stockholders sharing the same address by delivering a single proxy
statement and annual report addressed to those stockholders. This
process, which is commonly referred to as
“householding,” potentially means extra convenience for
stockholders and cost savings for companies.
A
number of brokers with account holders who are stockholders of the
Company will be “householding” the Company’s
proxy materials. A single set of the Company’s proxy
materials will be delivered to multiple stockholders sharing an
address unless contrary instructions have been received from the
affected stockholders. Once you have received notice from your
broker that they will be “householding” communications
to your address, “householding” will continue until you
are notified otherwise or until you revoke your consent. If, at any
time, you no longer wish to participate in
“householding” and would prefer to receive a separate
set of the Company’s proxy materials, please notify your
broker or direct a written request to the Corporate Secretary at
299 South Main Street, Suite 2225, Salt Lake City, Utah 84111 or by
calling (435) 645-2000. The Company undertakes to deliver promptly,
upon any such oral or written request, a separate copy of its proxy
materials to a stockholder at a shared address to which a single
copy of these documents was delivered. Stockholders who currently
receive multiple copies of the Company’s proxy materials at
their address and would like to request “householding”
of their communications should contact their broker, bank or other
nominee, or contact the Company at the above address or phone
number.
-19-
Other Matters
At
the date of this proxy statement, the Company knows of no other
matters, other than those described above, that will be presented
for consideration at the Annual Meeting. If any other business
should come before the Annual Meeting, it is intended that the
proxy holders will vote all proxies using their best judgment in
the interest of the Company and the stockholders.
The
Notice, mailed to stockholders on or about October 4, 2018,
contains instructions on how to access our Annual Report on Form
10-K for our fiscal year ended June 30, 2018. The Annual Report,
which includes audited financial statements, does not form any part
of the material for the solicitation of
proxies.
The
Board of Directors invites you to attend the Annual Meeting in
person. Whether or not you expect to attend the Annual Meeting in
person, please submit your vote by internet, telephone or postal
mail as pomptly as possible, so that your shares will be
represented at the Annual Meeting.
REGARDLESS OF
WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
READ THE ACCOMPANYING PROXY STATEMENT AND THEN VOTE BY INTERNET,
TELEPHONE OR POSTAL MAIL AS PROMPTLY AS POSSIBLE. VOTING PROMPTLY
WILL SAVE US ADDITIONAL EXPENSE IN SOLICITING PROXIES AND WILL
ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL
MEETING.
By
order of the Board of Directors,
Randall
K. Fields
Chief
Executive Officer, Chairman and Director
-20-
|
PARK CITY GROUP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
2018 ANNUAL MEETING OF STOCKHOLDERS – NOVEMBER 15, 2018 AT
9:00 AM MST
|
|
|
|
|
|
|||||||
|
CONTROL ID:
|
|
|
|
|
|
|
|
|||||
|
REQUEST ID:
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
||||||
|
The undersigned revokes all previous proxies and constitutes and
appoints Randall K. Fields and Edward L. Clissold, and each of
them, his or her true and lawful agent and proxy with full power of
substitution in each, to represent and to vote on behalf of the
undersigned all of the shares of Park City Group, Inc. (the
“
Company
”) which the undersigned is entitled to vote
at the Company’s 2018 Annual Meeting of Stockholders (the
“
Annual
Meeting
”), to be held at
the Company’s corporate offices located at 299 South Main
Street, Suite 2225, Salt Lake City, Utah 84111 on November 15, 2018
at 9:00 a.m. MST, and at any adjournment(s) or postponement(s)
thereof, on the following Proposals, each of which are more fully
described in the Notice of Annual Meeting of Stockholders and Proxy
Statement for the Annual Meeting (receipt of which is hereby
acknowledged).
Our Board of Directors recommends a vote “FOR” the
election of all director nominees under Proposal No. 1 and
“FOR” Proposal No. 2.
|
||||||||||||
|
|
|
|||||||||||
|
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
|
||||||||||||
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
|
VOTING INSTRUCTIONS
|
|
|
|
|
|
|
||||||
|
If you vote by phone, fax or internet, please DO NOT mail your
proxy card.
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
|
|
MAIL:
|
Please mark, sign, date, and return this Proxy Card promptly using
the enclosed envelope.
|
|
|
|
|
|
|||||
|
|
FAX:
|
Complete the reverse portion of this Proxy Card and Fax to
(202)
521-3464.
|
|
|
|
|
|
|||||
|
|
INTERNET:
|
https://www.iproxydirect.com/PCYG
|
|
|
|
|
|
|||||
|
|
PHONE:
|
(866) 752-VOTE(8683)
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|||||||||
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
||||||||
|
2018 ANNUAL MEETING OF THE STOCKHOLDERS OFPARK CITY GROUP,
INC.
|
PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE:
☒
|
|||||||||
|
|
|
|||||||||
|
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
|
|
|||||||||
|
|
|
|
|
|||||||
|
Proposal No. 1
|
|
|
FOR ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
|
|
|
|
|
Election of Directors, each to serve for a term of one
year:
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
Randall K. Fields
|
|
|
|
|
|
☐
|
|
|
|
|
|
Robert W. Allen
|
|
|
|
|
|
☐
|
|
CONTROL ID:
|
|
|
|
William S. Kies, Jr.
|
|
|
|
|
|
☐
|
|
REQUEST ID:
|
|
|
|
Austin F. Noll, Jr.
|
|
|
|
|
|
☐
|
|
|
|
|
|
Ronald C. Hodge
|
|
|
|
|
|
☐
|
|
|
|
|
Proposal No. 2
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
Ratification of the appointment of Haynie & Company as Park
City Group, Inc.’s independent auditors for the fiscal year
ending June 30, 2019.
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MARK “X” HERE IF YOU PLAN
TO ATTEND THE MEETING:
☐
|
|||||
|
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR EACH DIRECTOR NOMINEE IDENTIFIED
IN PROPOSAL NO. 1 AND FOR PROPOSAL NO. 2, EACH OF WHICH HAVE BEEN
PROPOSED BY OUR BOARD, AND IN THE DISCRETION OF THE PROXY HOLDER
UPON OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL
MEETING.
|
|
|
|
MARK HERE FOR ADDRESS CHANGE
☐
New Address (if applicable):
____________________________________________________________________________________
IMPORTANT:
Please sign exactly
as your name or names appear on this Proxy. When shares are held
jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer, giving full title as
such. If signer is a partnership, please sign in partnership name
by authorized person.
Dated: ________________________, 2018
|
||||||
|
|
||||||||||
|
|
(Print Name of Stockholder and/or Joint Tenant)
|
|||||||||
|
|
||||||||||
|
(Signature of Stockholders)
|
||||||||||
|
|
||||||||||
|
(Second Signature if held jointly)
|
||||||||||
TABLE OF CONTENTS