|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
| Filed by Registrant | |||||
| Filed by Party other than 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 Materials Pursuant to 240.14a-12 | ||||
VerifyMe, 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 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 |
VERIFYME, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 4, 2024
The annual meeting of stockholders (the Annual Meeting) of VerifyMe, Inc. will be held on Tuesday, June 4, 2024, at 12:00 p.m., Eastern Time. The Annual Meeting will be conducted as a virtual meeting of stockholders by means of a live webcast. We believe that hosting a virtual meeting will enable greater stockholder participation from any location. You will be able to participate in the virtual annual meeting, vote your shares and submit questions during the annual meeting via the internet by visiting www.virtualshareholdermeeting.com/VRME2024. There will not be a physical meeting location and you will not be able to attend the Annual Meeting in person. As always, we encourage you to vote your shares prior to the meeting.
The Annual Meeting is being held for the following purposes, which are more fully described in the accompanying proxy statement:
| to elect six directors; |
| to approve, on an advisory basis, the compensation of our named executive officers (say-on-pay); |
| to approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers ; |
| to approve the third amendment to the VerifyMe, Inc. 2020 Equity Incentive Plan, as amended, to increase the authorized number of shares available for future issuance under the plan by 1,000,000 shares; |
| to ratify the appointment of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and |
| to transact such other business as may properly come before the Annual Meeting or at any adjournment of the meeting. |
Our board of directors has fixed the close of business on April 17, 2024 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment of the Annual Meeting.
We are following the Securities and Exchange Commissions e-proxy rules that allow public companies to furnish proxy materials to stockholders over the internet. The e-proxy rules remove the requirement for public companies to automatically send stockholders a full, printed copy of proxy materials and allow them instead to deliver to their stockholders a Notice of Internet Availability of Proxy Materials (the Notice of Internet Availability) and to provide online access to the documents. The Notice of Internet Availability provides instructions on how to view our proxy materials for the Annual Meeting on the internet and vote and request a printed copy of the proxy materials. These e-proxy rules allow us to provide you with the information you need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.
| By Order of the Board of Directors | |
| /s/ Adam Stedham | |
|
Adam Stedham Chief Executive Officer and President |
Lake Mary, Florida
April 25, 2024
Your Vote is Important . Whether or not you expect to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote by the internet, by telephone, or, if you requested and received paper copies of the proxy materials by mail, by mailing a proxy card or voting instruction form. We encourage you to vote using the internet, as it is the most cost-effective way to vote. Even if you have voted by internet, telephone or proxy card, you may still vote via the internet if you attend the virtual meeting. If you own your shares through a broker, we encourage you to follow the instructions provided by your broker about how to vote. Unless you provide your broker with voting instructions, your broker cannot vote your shares on non-discretionary items such on the proposal to elect the six director nominees.
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDERS MEETING TO BE HELD ON JUNE 4, 2024 |
| Our proxy statement and Annual Report to Stockholders are available online at www.proxyvote.com |
| i |
VERIFYME, INC.
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why am I receiving these materials?
The board of directors (Board) of VerifyMe, Inc. (VerifyMe, the Company, we, our, or us), a Nevada corporation, is providing these proxy materials to you on the internet, or has delivered printed versions to you by mail, and is soliciting your proxy to vote at the 2024 annual meeting of stockholders (the Annual Meeting) to be held on Tuesday, June 4, 2024, at 12:00 p.m., Eastern Time, or at any adjournment or postponement of the meeting, for the purposes set forth in this proxy statement and in the accompanying notice of annual meeting of stockholders.
The Annual Meeting will be conducted as a virtual meeting of stockholders by means of a live webcast. You will be able to attend the Annual Meeting online, vote your shares, and submit your questions during the meeting via the internet by visiting www.virtualshareholdermeeting.com/VRME2024. There will not be a physical meeting location and you will not be able to attend in person. We invite you to attend the Annual Meeting and request that you vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may vote by the internet, by telephone or by mailing a proxy card or voting instruction form.
We are making these proxy materials available to stockholders on or about April 25, 2024.
Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?
We are following the Securities and Exchange Commissions (the SEC) e-proxy rules that allow public companies to furnish proxy materials to stockholders over the internet. The e-proxy rules remove the requirement for public companies to automatically send stockholders a full, printed copy of proxy materials and allow them instead to deliver to their stockholders a Notice of Internet Availability of Proxy Materials (the Notice of Internet Availability) and to provide online access to the documents. As a result, we mailed the Notice of Internet Availability to many of our stockholders on or about April 25, 2024.
The Notice of Internet Availability provides instructions on how to:
| View our proxy materials for the Annual Meeting on the internet and vote; and |
| Request a printed copy of the proxy materials. |
In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the environmental impact of printed materials.
What is included in these proxy materials?
These proxy materials include:
| Our 2023 Annual Report to Stockholders for the fiscal year ended December 31, 2023 (fiscal year 2023); and |
| Notice of the Annual Meeting and this proxy statement. |
If you request and receive printed versions of the proxy materials by mail, these proxy materials also include a copy of the proxy card.
| 1 |
What am I voting on?
The Board is soliciting your proxy in connection with the Annual Meeting to be held on Tuesday, June 4, 2024, at 12:00 p.m., Eastern Time, and any adjournment or postponement thereof. You are voting on the following proposals:
| Proposal One: the election of six directors to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified; |
| Proposal Two: the approval, on an advisory basis, of the compensation of our named executive officer (say-on-pay); |
| Proposal Three: the approval, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers ; |
| Proposal Four: the approval of the third amendment to the VerifyMe, Inc. 2020 Equity Incentive Plan, as amended (the 2020 Plan) to increase the authorized number of shares available for future issuance under the 2020 Plan by 1,000,000 shares; and |
| Proposal Five: the ratification of the appointment of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. |
How does the Board recommend I vote?
Our Board recommends that the stockholders vote their shares:
| FOR each of the six director nominees named in this proxy statement; |
| FOR the approval, on an advisory basis, of the compensation of our named executive officers; |
| FOR , on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers to be made every year; |
| FOR the approval of the third amendment to the 2020 Plan to increase the authorized number of shares available for future issuance under the 2020 Plan by 1,000,000 shares; and |
| FOR the ratification of the appointment of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. |
Who can vote at the Annual Meeting?
Only stockholders at the close of business on April 17, 2024, the record date for the Annual Meeting, will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. As of the record date, there were 10,176,603 shares of our common stock outstanding and entitled to vote. Holders of our outstanding preferred stock are not entitled to vote.
Stockholders of Record: Shares Registered in Your Name. If on April 17, 2024, your shares of our common stock were registered directly in your name with our transfer agent, West Coast Stock Transfer, Inc., then you are a stockholder of record.
Beneficial Owners: Shares Registered in the Name of a Broker or Bank. If on April 17, 2024, your shares of our common stock were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account or you may work with your broker to arrange to vote your shares directly. You are also invited to participate in the Annual Meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee on how to vote your shares.
For instructions on how to vote your shares at the Annual Meeting, see the How do I vote? section below.
Can I attend the Annual Meeting in person?
We will be hosting the Annual Meeting only by means of a live webcast. You will not be able to attend the meeting in person. Please be assured that you will be afforded the same rights and opportunities to participate in the virtual meeting as you would at an in-person meeting. You will be able to listen to the Annual Meeting, submit questions and vote by going to www.virtualshareholdermeeting.com/VRME2024. If you wish to listen to the Annual Meeting, but do not wish to submit questions or vote during the Annual Meeting, you may go to www.virtualshareholdermeeting.com/VRME2024 and log in as a guest.
| 2 |
The Annual Meeting webcast will start at 12:00 p.m., Eastern Time, on Tuesday, June 4, 2024. We encourage you to access the meeting website prior to the start time to allow time for check in.
How do I register to attend the Annual Meeting?
You do not need to register to attend the Annual Meeting webcast. Follow the instructions on your Notice of Internet Availability or proxy card (if you requested a printed copy of the proxy materials) to access the Annual Meeting. See Can I attend the Annual Meeting in person? above.
How can I submit a question at the Annual Meeting?
Stockholders may submit questions during the Annual Meeting at www.virtualshareholdermeeting.com/VRME2024, the virtual meeting website, after accessing the Annual Meeting with their 16-digit unique control number found on the Notice of Internet Availability or proxy card (if you requested a printed copy of the proxy materials) and by following the instructions available on the virtual meeting website. We request that questions submitted during the meeting include your contact information.
We will respond to questions directly related to matters being voted on at the Annual Meeting during the Annual Meeting. We will respond to other questions received during the Annual Meeting promptly after the meeting. Questions regarding personal matters, including those related to employment, are not pertinent to Annual Meeting matters and therefore will not be answered.
What is householding and how does it impact me?
We have adopted a process called householding for mailing proxy materials in order to reduce printing and mailing expenses. The SEC householding rules allow us to deliver a single Notice of Internet Availability to stockholders of record who share the same address. If you share an address with another stockholder and have received only one Notice of Internet Availability, but you would prefer to continue receiving a separate Notice of Internet Availability, you may request a separate copy of the Notice of Internet Availability at no cost to you by writing to the Corporate Secretary of the Company at VerifyMe, Inc., 801 International Parkway, Fifth Floor, Lake Mary, Florida 32746, Attention: Corporate Secretary, or by calling (585) 736-9400. Alternatively, if you are currently receiving multiple copies of the Notice of Internet Availability at the same address and wish to receive a single copy in the future, you may contact us by calling or writing to us at the telephone number or address given above.
If you are a beneficial owner, the bank, broker or other holder of record may deliver only one copy of the Notice of Internet Availability to stockholders who have the same address unless the bank, broker or other holder of record has received contrary instructions from one or more of the stockholders. If you wish to receive a separate copy of the Notice of Internet Availability, now or in the future, you may contact us at the address or telephone number above and we will promptly deliver a separate copy. Beneficial owners sharing an address who are currently receiving multiple copies of the Notice of Internet Availability and wish to receive a single copy in the future should contact their bank, broker or other holder of record to request that only a single copy be delivered to all stockholders at the shared address in the future.
What does it mean if I receive more than one Notice of Internet Availability or voting instruction card?
If you receive more than one Notice of Internet Availability or voting instruction card, your shares are registered in more than one name or are registered in different accounts. Please vote using each Notice of Internet Availability or voting instruction card to ensure that all of your shares are voted.
Where can I view the proxy materials on the internet?
We are making this proxy statement and voting instructions available to stockholders on or about April 25, 2024, at www.proxyvote.com. We are also making our 2023 Annual Report available at the same time and by the same method. The 2023 Annual Report is not a part of the proxy solicitation material and is not incorporated herein by reference.
How can I receive a printed copy of the proxy materials, including the annual report?
Stockholder of Record . You may request a printed copy of the proxy materials by any of the following methods:
| Telephone: call toll-free at 1-800-579-1639; |
| Internet at www.proxyvote.com; or |
| 3 |
| E-mail at sendmaterial@proxyvote.com. If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow on the Notice of Internet Availability included in the subject line. |
Beneficial Owner . You may request a printed copy of the proxy materials by following the instructions provided to you by your broker, bank or nominee.
How do I vote?
Stockholder of Record. If you are a stockholder of record, there are four ways to vote:
| By internet at www.proxyvote.com. We encourage you to vote this way. |
| By touch tone telephone: call toll-free at 1-800-690-6903. |
| By completing and mailing your proxy card, if you requested a printed copy of the proxy materials. |
| At the Annual Meeting: instructions on how to vote during the Annual Meeting webcast are posted at www.virtualshareholdermeeting.com/VRME2024. Votes submitted during the Annual Meeting must be received no later than the closing of the polls at the Annual Meeting. |
Whether or not you plan to attend the meeting, we urge you to vote to ensure your vote is counted. You may still attend the meeting and vote your shares if you have already voted by proxy. Only the latest vote you submit will be counted. For instructions on how to change your vote, see the Can I change my vote or revoke my proxy? section below.
Beneficial Owner . If you hold your shares in street name as a beneficial owner of shares registered in the name of your broker, bank or nominee (broker), you must vote your shares in the manner prescribed by your broker. Your broker has enclosed or otherwise provided a voting instruction card for you to use in directing the broker how to vote your shares. Check the voting instruction card used by that organization to see if it offers internet or telephone voting.
Instead of directing your broker how to vote your shares, you may elect to attend the Annual Meeting and vote your shares during the meeting. Instructions on how to vote during the Annual Meeting webcast are posted at www.virtualshareholdermeeting.com/VRME2024. Votes submitted during the Annual Meeting must be received no later than the closing of the polls at the Annual Meeting.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you owned as of April 17, 2024, the record date for the Annual Meeting.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares entitled to vote are present at the meeting. As of the record date, there were 10,176,603 shares of our common stock issued and outstanding and entitled to vote.
If you are a stockholder of record, your shares will be counted as present at the meeting if:
| You attend and vote at the meeting; |
| You have voted by internet or telephone; or |
| You have properly submitted a proxy card. |
If your shares are held in street name, your shares will be counted as present at the meeting if your broker has voted on a discretionary item or your broker has otherwise voted based on your instructions.
Abstentions and broker non-votes on non-discretionary items will be counted towards the quorum requirement. If there is no quorum, a majority of the shares present at the meeting and entitled to vote may adjourn the meeting to another date.
| 4 |
How many votes are needed to approve each proposal?
The table below shows the vote required to approve each of the proposals described in this proxy statement, assuming the presence of a quorum, in person or by proxy, at the Annual Meeting.
| Proposal | Description | Vote Required | ||
| One | Election of the six directors | Plurality of the votes of the shares cast at the Annual Meeting | ||
| Two | Approval, on an advisory basis, of the compensation of our named executive officers (say-on-pay) | Affirmative vote of a majority of the shares cast on the proposal (1) | ||
| Three | Approval, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers | The frequency receiving the greatest number of votes cast will be considered the frequency recommended by stockholders (1) | ||
| Four | Approval of the third amendment to the 2020 Plan to increase the authorized number of shares available for future issuance under the plan by 1,000,000 shares | Affirmative vote of a majority of the shares cast on the proposal | ||
| Five | To ratify the appointment of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 | Affirmative vote of a majority of the shares cast on the proposal |
| (1) | The results of the advisory vote on the compensation of our named executive officers and advisory vote regarding the frequency of future advisory votes on the compensation of our named executive officers are not binding on our Board or our Compensation Committee. However, our Board and our Compensation Committee value the opinions expressed by our stockholders in their votes on these proposals and will consider the outcomes of the votes when making future compensation decisions regarding our named executive officers. With respect to the frequency of future advisory votes, the frequency receiving the greatest number of votes will be deemed to have been selected by the stockholders. |
How are votes counted?
For Proposal 1, you may vote FOR or WITHHOLD with respect to each of the nominees. Under the plurality voting standard, votes to withhold a vote will have no effect on the outcome of the vote, because nominees who receive the highest number of for votes will be elected. Brokernon-voteswill also have no effect on the outcome of the vote.
You may vote FOR, AGAINST or ABSTAIN with respect to Proposals 2, 4 and 5. You may vote for 1 YEAR, 2 YEARS, 3 YEARS, or ABSTAIN with respect to Proposal 3. Under the majority of votes cast voting standard with respect to Proposals 2, 4 and 5 , the shares voted for the proposal must exceed the total number voted against. For Proposal 3, the voting frequency option that receives the highest number of votes cast by shareholders will be deemed the frequency option that has been selected by shareholders. Abstentions will not impact the outcome of the vote for these proposals because they do not count as a vote cast as the stockholder has affirmatively chosen not to vote on those matters. With respect to Proposal 2, 3 and 4, broker non-votes will not impact the outcome of the vote because they are not deemed votes cast on the matter. A broker will have discretionary authority to vote on Proposal 5 relating to the ratification of the selection of our independent registered public accounting firm and hence there will be no brokernon-voteson this proposal .
Who counts the votes?
The Carideo Group has been appointed inspector of election by the Company and will tabulate votes at the Annual Meeting.
What happens if I do not give specific voting instructions?
Stockholder of Record . If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting. However, if you submit a proxy but no instructions are given, the shares represented by the proxy will be voted on your behalf in accordance with the recommendations of our Board as follows:
| FOR each of the six director nominees named in this proxy statement; |
| FOR the approval, on an advisory basis, of the compensation of our named executive officers; |
| FOR , on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers to be made every year; |
| FOR the approval of the third amendment to the 2020 Plan to increase the authorized number of shares available for future issuance under the 2020 Plan by 1,000,000 shares; and |
| FOR the ratification of the appointment of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. |
| 5 |
In the event other business properly comes before the Annual Meeting or at any adjournment or postponement of the meeting, the individuals named in the proxy will vote the shares represented by the proxy in their discretion.
Beneficial Owner . If you are a beneficial owner and you do not provide your broker with specific voting instructions, or if you do not obtain a legal proxy that gives you the right to vote the shares electronically via the internet at the Annual Meeting, your broker is not permitted to, and will not, vote your shares on your behalf, and your shares will not be counted with respect to Proposals 1, 2, 3, and 4 which are non-routine proposals. Your broker, trustee or nominee has discretionary authority to vote your uninstructed shares with respect to Proposal 5, which is a routine proposal. Uninstructed shares with respect to which your broker does not have discretionary authority are known as broker non-votes.
Can I change my vote or revoke my proxy?
If you are a stockholder of record, you may change your vote by revoking your proxy at any time before it is voted at the Annual Meeting in any one of following ways:
| enter a timely new vote by internet or telephone; |
| submit another properly completed, later-dated proxy card; |
| send a written notice that you are revoking your proxy to: VerifyMe, Inc., 801 International Parkway, Fifth Floor, Lake Mary, Florida 32746, Attention: Corporate Secretary, which must be received no later than June 3, 2024; or |
| attend the Annual Meeting webcast and vote during the meeting. Attending the meeting without voting during the meeting will not, by itself, revoke a previously submitted proxy unless you specifically request your prior proxy be revoked. |
If you hold your shares in street name, contact your broker or other organization regarding how to revoke your instructions and change your vote. You may change your vote prior to the meeting by submitting a later-dated vote on the internet or by telephone, or by participating in the Annual Meeting webcast and by submitting a later vote during the meeting.
How can I find out the voting results of the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.
Who is paying for this proxy solicitation?
Our Board is soliciting proxies for use at the Annual Meeting, and we will bear the cost of the proxy solicitation. In addition to solicitation by mail, our directors, officers and employees may solicit proxies personally, by telephone, email or other means of communication. We will not compensate any of these persons for soliciting proxies on our behalf. We will reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners. In addition, we have retained Advantage Proxy, Inc., a professional proxy solicitation firm, which will assist us in delivering the proxy materials and soliciting proxies for a fee of approximately $7,500.
When are stockholder proposals and director nominations due for next years annual meeting?
At our annual meeting of stockholders each year, our Board submits to stockholders its nominees for election as directors. In addition, the Board may submit other matters to the stockholders for action at the annual meeting.
Our stockholders may submit proposals for inclusion in the proxy materials. These proposals must satisfy the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the Exchange Act). To be considered for inclusion in next years proxy materials, you must submit your proposal in writing by December26,2024, to our Corporate Secretary, 801 International Parkway, Fifth Floor, Lake Mary, Florida 32746.
| 6 |
Our Amended and Restated Bylaws (the Bylaws), provide that if you, as a stockholder, want to recommend a nominee for director or bring business before a meeting you must timely provide a notice in writing to our Corporate Secretary. To be timely, your notice must be delivered to or mailed and received at our office not less than 90 days nor more than 120 days prior to the first anniversary date of the preceding years annual meeting. Stockholder notices must set forth the specific information as more fully described in our Bylaws. Assuming our 2025 annual meeting of stockholders is held on the same date as the Annual Meeting, then written notice of a nomination for our 2025 annual meeting of stockholders must be delivered to or mailed and received by our Corporate Secretary at our principal office, 801 International Parkway, Fifth Floor, Lake Mary, Florida 32746, no later than March 6, 2025.
If you have any questions or need assistance with voting, please contact our proxy solicitor Advantage Proxy, Inc. toll free at 1-877-870-8565 or collect at 206-870-8565 or by email to ksmith@advantageproxy.com.
| 7 |
PROPOSAL ONE:
ELECTION OF DIRECTORS
The number of directors is established by the Board and is currently set at six. At the Annual Meeting, the six persons listed below will be nominated as directors. The term of office of each person elected as a director will continue until the next annual meeting or until his successor has been elected and qualified, or until the directors earlier death, resignation or removal.
All of the Boards nominees for director were elected at the last annual meeting and all were recommended by the Nominating and Corporate Governance Committee of our Board. All nominees have consented to serve if elected. In the event that any nominee should be unable to serve or for good cause will not serve, the proxies will be voted for the election of such other persons as the Nominating and Corporate Governance Committee may recommend, provided that proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.
The SECs rules require us to briefly discuss the particular experience, qualifications, attributes or skills that led our Board to conclude that each director or nominee for director should serve on our Board. We have provided this discussion in a separate paragraph immediately below the biographical information of each director.
The Board unanimously recommends a vote FOR the election as directors each of the nominees listed below.
Nominees for Election as Directors:
| Marshall Geller | ||
| Age: 85 | Non-Executive Vice Chairman of the Board | |
| Director since: July 2017 | Board Committee: Audit (Chair); Nominating and Corporate Governance; Executive; Mergers Acquisitions | |
| Mr. Geller was a director and a member of the audit committee of GP Strategies Corporation (formerly NYSE:GPX) from 2002 until October 2021. Mr. Geller was a director of Wright Investors Service Holdings Inc. (OTCMKT:WISH), formerly National Patent Development Corporation, from January 2015 until October 2018. Mr. Geller was a director and member of the audit committee of G3 VRM Acquisition Corp. (Nasdaq:GGGV) from June 2021 until July 2022. He is currently a Director of Easy Smart Pay, a public-private partnership of the California State Association of Counties Finance Corporation. Mr. Geller formerly served as a director of California Pizza Kitchen, Inc., (formerly Nasdaq:CPKI) from 2008 until 2011, and Hexcel Corporation (NYSE:HXL) from 1994 until 2003. Mr. Geller was a founder of St. Cloud Capital, a Los Angeles based private equity fund, and Senior Investment Advisor from December 2001 until September 2017. He has spent more than 50 years in corporate finance and investment banking, including 21 years as a Senior Managing Partner of Bear, Stearns Co., with oversight of all operations in Los Angeles, San Francisco, Chicago, Hong Kong and the Far East. Mr. Geller is currently on the board of directors of UCLA Health System and on the Board of Governors of Cedars Sinai Medical Center, Los Angeles. Mr. Geller also serves on the Deans Advisory Council for the College of Business Economics at California State University, Los Angeles. | ||
| Experience and Qualifications | ||
| Mr. Gellers financial and business experience, including as a managing partner of a private equity fund, and his many years of experience and expertise as an investor in and adviser to companies in various sectors as well as his experience with serving on the boards of directors of other public and private corporations give him the qualifications, skills and financial expertise to serve on our Board. | ||
| 8 |
| Howard Goldberg | ||
| Age: 78 | Lead Independent Director | |
| Director since: July 2017 | Board Committee: Audit; Compensation; Nominating and Corporate Governance (Chair); Mergers Acquisition | |
| Mr. Goldberg has served as our Lead Independent director since 2020, having served from time to time in that capacity. From 2003 through 2005, Mr. Goldberg served as a part-time consultant to Laser Lock Technologies, Inc., the predecessor to VerifyMe, and provided consulting service to us again from 2016 through December 2017. Mr. Goldberg has been a private investor in both real estate and start-up companies and has provided consulting services to start-up companies since 1999. From 1994 through 1998, Mr. Goldberg served as President, CEO and board member of Players International, a publicly traded company in the gaming business prior to its sale to Harrahs Entertainment Inc. Mr. Goldberg served on the board of directors and Audit Committee of Imall Inc., a publicly traded company that provided on-line shopping prior to its sale to Excite-at-Home. Mr. Goldberg served as a member of the Board of Trustees of Winthrop Realty Trust, a publicly traded real estate investment trust, from December 2003 to August 2016 when Winthrops assets were transferred to a liquidating trust. Mr. Goldberg was a member of Winthrops Audit Committee and Nominating and Corporate Governance Committee and was its lead independent trustee. Mr. Goldberg served as a trustee for Winthrop Realty Liquidating Trust until December 2019 when it was finally liquidated. Mr. Goldberg was a director of New York REIT, Inc. from March 2017 until October 2018, when it converted to a limited liability company called New York REIT LLC. Mr. Goldberg was a manager of New York REIT LLC from October 2018 until November 2022. Mr. Goldberg has a law degree from New York University and was previously the managing partner of a New Jersey law firm where he specialized in gaming regulatory law and real estate from 1970 through 1994. | ||
| Experience and Qualifications | ||
| Mr. Goldbergs experience as a director of other public companies and his legal expertise gives him the qualifications, skills and financial expertise to serve on our Board. | ||
| Scott Greenberg | ||
| Age: 67 | Chairman of the Board | |
| Director since: November 2019 | Board Committee: Executive (Chair); Mergers Acquisitions | |
| Mr. Greenberg served as our Interim Chief Executive Officer from March 15, 2023 to June 19, 2023 and Executive Chairman from April 7, 2022 to June 19, 2023. Mr. Greenberg served as the Chairman of the board of directors of GP Strategies Corporation (NYSE:GPX) from August 2018 until October 2021 when it was acquired by Learning Technologies Group.He previously served as Chief Executive Officer of GP Strategies from April 2005 until July 2020. He was also the President of GP Strategies from 2001 to 2006, Chief Financial Officer from 1989 until 2005, Executive Vice President from 1998 to 2001, Vice President from 1985 to 1998, and held various other positions with GP Strategies since 1981. Mr. Greenberg was also a Director of Wright Investors Service Holdings, Inc. (OTCMKT:WISH), formerly National Patent Development Corporation, from 2004 to 2015. | ||
| Experience and Qualifications | ||
| Mr. Greenbergs significant experience and expertise in management, acquisitions and strategic planning, as well as many years of finance and related transactional experience give him the qualifications, skills and financial expertise to serve on our Board. | ||
| 9 |
| Arthur Laffer | ||
| Age: 83 | ||
| Director since: March 2019 | Board Committee: Compensation (Chair); Audit; Nominating and Corporate Governance | |
| Dr. Laffer is the founder and chairman of Laffer Associates, an institutional economic research and consulting firm. Dr. Laffer has served as a director of NexPoint Residential Trust Inc. (NYSE:NXRT) since May 2015, NexPoint Real Estate Finance Inc. (NYSE:NREF) since February 2020, Melt Pharmaceuticals, Inc., a private company, since February 2022, and NexPoint Diversified Real Estate Trust (NYSE:NXDT) since July 2022. He was a director of EVO Transportation Energy Services, Inc. (OTCPINK:EVOA) from August 2018 to December 2019 and the GEE Group Inc. (NYSE American:JOB) from January 2015 to March 2020. Dr. Laffers economic acumen and influence in triggering a world-wide tax-cutting movement in the 1980s have earned him the distinction in many publications as The Father of Supply-Side Economics. Dr. Laffer was a member of President Reagans Economic Policy Advisory Board for both of his two terms (1981-1989). Dr. Laffer also advised Prime Minister Margaret Thatcher on fiscal policy in the UK during the 1980s. In the early 1970s, Dr. Laffer was the first to hold the title of Chief Economist at the Office of Management and Budget under George Shultz. Additionally, Dr. Laffer served as Charles B. Thornton Professor of Business Economics at the University of Southern California and as Associate Professor of Business Economics at the University of Chicago. In June 2019, Dr. Laffer received the Presidential Medal of Freedom. | ||
| Experience and Qualifications | ||
| Dr. Laffers expertise in economics and his experience as a director of multiple companies give him the qualifications, skills and financial expertise to serve on our Board. | ||
| David Edmonds | ||
| Age: 66 | ||
| Director Nominee: 2023 | Board Committee: Compensation | |
| Mr. Edmonds has served as a member of the board of directors of our wholly owned subsidiary PeriShip Global LLC since June 2022. Prior to this he served as the Senior Vice President, Worldwide Services at FedEx from April 2001 until his retirement in December 2020. Prior to that, Mr. Edmonds was actively involved in the merger between Caliber System (FedEx Ground's former parent company) and FedEx Corporation and was responsible for bringing the two companies together to compete collectively under the new FedEx Corporation umbrella. Mr. Edmonds worked his entire 41-year career in the transportation and logistics field. He is a graduate of Kent State University, is a member of the American Management Association; the Council for Logistics Management; and the Sales and Marketing Executive Council of the Advisory Board. | ||
| Experience and Qualifications | ||
| Mr. Edmonds experience with the transportation and logistics field and network of relationships which we believe are valuable assets to the Company and its growth give him the qualifications, skills and financial expertise to serve on our Board. | ||
| Adam H Stedham | ||
| Age: 55 | Chief Executive Officer and President | |
| Director since: April 2022 | Board Committee: Executive | |
| Mr. Stedham has served as our Chief Executive Officer since June 2023 and as our President since August 2023. Mr. Stedham was a senior executive of Learning Technologies Group plc and was CEO of GP Strategies from June 2020 until June 2023.He also served as President of GP Strategies from November 2017 to October 2021. Mr. Stedham joined GP Strategies in 1997, after 6 years as a nuclear reactor operator in the US Navy. He has held roles of increasing responsibility during his tenure, including leading operational service lines, directing acquisitions and divestitures, heading business development, and managing the Asia-Pacific region. He was on the board of directors of GP Strategies from June 2020 until June 2023. Mr. Stedham has significant expertise in business strategy, mergers and acquisitions, learning and performance innovation, global operations, and strategic relationship management. He holds a Master of Business Administration from Anderson University, Masters of Education from University of Pennsylvania, and Masters in Adult Community Education from Ball State University. | ||
| Experience and Qualifications | ||
| Mr. Stedhams prior experience as the chief executive officer and president of a public company gives him the qualifications, skills to serve on our Board. | ||
| 10 |
CORPORATE GOVERNANCE
Board Meetings
The Board held 5 meetings during fiscal year 2023. Each director then in office attended at least 75% of the total of board meetings and meetings of board committees on which he served during fiscal year 2023, except for Mr. Edmonds who missed one board meeting, and Messrs. Gardner and Stedham.
Director Independence
The listing standards of The Nasdaq Stock Market LLC (Nasdaq) require that a majority of our Board be independent. No director will qualify as independent unless the board affirmatively determines that the director has no relationship with us that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based upon the Nasdaq listing standards and applicable SEC rules and regulations, our board has determined that each of Marshall Geller, Howard Goldberg, Dr. Arthur Laffer, and David Edmonds are independent. Scott Greenberg served as our Executive Chairman from April 7, 2022 to June 19, 2023, and is not an independent director. Adam Stedham was appointed as our Chief Executive Officer effective June 19, 2023, and is not an independent director.
Board Leadership Structure
Although the board has not adopted a formal policy regarding the separation of the roles of the Chairman and the Chief Executive Officer, we believe that our corporate governance is most effective when these positions are not held by the same person. The board recognizes the differences between the two roles and believes that separating them allows each person to focus on his individual responsibilities. Under this leadership structure, our Chief Executive Officer can focus his attention on generating sales, overseeing sales and marketing, and managing the day-to-day company operations, while our Chairman can focus his attention on board responsibilities.
Depending on the circumstances, other leadership models, such as combining the role of Chairman with the role of Chief Executive Officer, might be appropriate. For example, Patrick White served as our Chief Executive Officer and as a director of the Company until March 14, 2023 at which time the board appointed Scott Greenberg to serve as the Interim Chief Executive Officer in addition to his position as Executive Chairman. Accordingly, the positions of Chief Executive Officer and Executive Chairman were combined on an interim basis. Mr. Greenberg served as both our Executive Chairman from April 7, 2022 to June 19, 2023 and Interim CEO from March 2023 to June 19, 2023 when Adam Stedham was appointed as our Chief Executive Officer, at which time Mr. Greenberg continued as our non-executive Chairman. Our Board intends to periodically review our leadership structure.
Non-Executive Vice Chairman and Lead Independent Director
In addition to a non-executive Chairman, we have appointed Marshall Geller to serve as our non-executive Vice Chairman of our board. The Board has also appointed a lead independent director, currently Howard Goldberg, in order to promote independent leadership of the board. Our non-executive vice chairman or lead independent director preside over the executive sessions of the independent directors. Our lead independent director chairs board meetings in the non-executive Vice Chairmans absence and is available to engage directly with major stockholders where appropriate. The guidance and direction provided by the lead independent director reinforce the boards independent oversight of management and contribute to communication among members of the Board.
Board Committees
The Board has established an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Executive Committee, and Mergers Acquisitions Committee. The table below shows the number of meetings held by our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee during fiscal year 2023 and the names of the directors who are currently serving on each committee.
