VYSTAR CORP
10-Ks and 10-Qs
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No.__________)
Filed by
the Registrant þ
Filed by
a Party other than the Registrant o
Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential, for Use of the
Commission Only (as permitted by Rule
14a-6(e)(2))
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þ
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Definitive
Proxy Statement
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Definitive
Additional Materials
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o
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Soliciting
Material under §240.14a-12
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Vystar
Corporation
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary
materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Vystar
Corporation
3235
Satellite Blvd.
Building
400, Suite 290
Duluth,
GA 30096
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To
Be Held May 10, 2010
Dear
Shareholders:
You are
cordially invited to attend our 2010 Annual Meeting of Shareholders to be held
on Monday, May 10, 2010 at 10:00 a.m. local time at the Atlanta Marriott
Gwinnett Place Hotel, 1775 Pleasant Hill Road, Duluth, GA. We are holding the
meeting to:
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1.
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Elect
the five nominees to our Board of Directors named herein to serve for the
ensuing year;
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2.
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Ratify
the appointment of Habif, Arogeti & Wynne, LLP as our independent
registered public accounting firm for our fiscal year ending on
December 31, 2010; and
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3.
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Transact
any other business that may properly come before the
meeting.
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If you
owned our common stock at the close of business on April 2, 2010, you may attend
and vote at the meeting. A list of shareholders eligible to vote at the meeting
will be available for review during our regular business hours at our
headquarters in Duluth, GA for the ten days prior to the meeting for any purpose
related to the meeting.
Your vote
is important. Whether or not you plan to attend the meeting, I hope that you
will vote as soon as possible. You may vote your shares by submitting your proxy
card or voting instruction card by completing, signing, dating and mailing your
proxy card or voting instruction card in the envelope provided. Any shareholder
attending the meeting may vote in person, even if you have already returned a
proxy card or voting instruction card.
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Sincerely,
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William
R. Doyle
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Chairman,
CEO and President
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April 19,
2010
Duluth,
GA
VYSTAR
CORPORATION
Proxy
Statement
for
the
Annual
Meeting of Shareholders
To
Be Held May 10, 2010
TABLE OF
CONTENTS
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INFORMATION CONCERNING SOLICITATION AND
VOTING
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1
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QUESTIONS AND ANSWERS
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1
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PROPOSAL 1 ELECTION OF
DIRECTORS
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3
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PROPOSAL 2 RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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8
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PRINCIPAL ACCOUNTING FEES AND
SERVICES
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9
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AUDIT COMMITTEE PRE-APPROVAL OF SERVICES PERFORMED
BY OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
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9
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REPORT OF THE AUDIT
COMMITTEE*
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10
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CORPORATE GOVERNANCE
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11
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
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11
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
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12
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EQUITY COMPENSATION PLAN
INFORMATION
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13
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COMPENSATION DISCUSSION AND
ANALYSIS
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14
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COMPENSATION COMMITTEE
REPORT*
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15
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EXECUTIVE COMPENSATION
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16
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Summary Compensation Table
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16
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Employment Agreements
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17
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Grants of Plan-Based Awards for Fiscal Year
2009
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18
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Outstanding Equity Awards at Fiscal
Year-End
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18
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Risk Analysis of Performance-Based Compensation
Programs
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19
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Retirement and Deferred Compensation Plan
Benefits
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20
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Perquisites and Additional Benefits and
Programs
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20
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Potential Payments upon Termination Without
Cause
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20
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DIRECTOR COMPENSATION
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
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TRANSACTIONS WITH RELATED
PERSONS
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21
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ANNUAL REPORT
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SHAREHOLDER PROPOSALS TO BE PRESENTED AT NEXT
ANNUAL MEETING
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VYSTAR
CORPORATION
PROXY
STATEMENT
INFORMATION
CONCERNING SOLICITATION AND VOTING
Our Board
of Directors (the “Board”) is soliciting proxies for our 2010 Annual Meeting of
Shareholders to be held on Monday, May 10, 2010 at 10:00 a.m. local time at
the Atlanta Marriott Gwinnett Place Hotel, 1775 Pleasant Hill Road, Duluth,
GA. Our offices are located at 3235 Satellite Blvd, Building 400,
Suite 290, Duluth, GA 30096, and our telephone number is
(770) 965-0383.
The proxy
materials, including this proxy statement and proxy card, or voting instruction
card and our 2009 Annual Report, are being distributed and made available on or
about April 19, 2010. This proxy statement contains important information for
you to consider when deciding how to vote on the matters brought before the
meeting. Please read it carefully.
We will
bear the expense of soliciting proxies. In addition to these proxy materials,
our directors and employees (who will receive no compensation in addition to
their regular salaries) may solicit proxies in person, by telephone or
email. We will reimburse banks, brokers and other custodians,
nominees and fiduciaries for reasonable charges and expenses incurred in
forwarding soliciting materials to their clients.
QUESTIONS
AND ANSWERS
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Q:
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Who
may vote at the meeting?
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A:
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Our
Board set April 2, 2010, as the record date for the meeting. If you owned
our common stock at the close of business on April 2, 2010, you may attend
and vote at the meeting. Each shareholder is entitled to one vote for each
share of common stock held on all matters to be voted on. As of April 2,
2010, there were 13,916,524 shares of our common stock outstanding and
entitled to vote at the meeting.
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Q:
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What
is the quorum requirement for the
meeting?
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A:
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A
majority of our outstanding shares as of the record date must be present
at the meeting in order to hold the meeting and conduct business. This is
called a quorum.
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Your
shares will be counted as present at the meeting if
you:
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§
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are
present and entitled to vote in person at the meeting;
or
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§
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have
properly submitted a proxy card or voting instruction
card.
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Both
abstentions and broker non-votes (as described below) are counted for the
purpose of determining the presence of a
quorum.
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Each
proposal identifies the votes needed to approve or ratify the proposed
action.
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1
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Q:
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What
proposals will be voted on at the
meeting?
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A:
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There
are two proposals scheduled to be voted on at the
meeting:
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Election
of the five members of our Board named
herein;
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Ratification
of Habif, Arogeti & Wynne, LLP as our independent registered public
accounting firm.
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We
will also consider any other business that properly comes before the
meeting. As of the record date, we are not aware of any other matters to
be submitted for consideration at the meeting. If any other matters are
properly brought before the meeting, the persons named in the enclosed
proxy card or voter instruction card will vote the shares they represent
using their best judgment.
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Q:
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How
may I vote my shares in person at the
meeting?
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A:
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If
your shares are registered directly in your name with our transfer agent,
Island Stock Transfer, you are considered, with respect to those shares,
the shareholder of record. As the shareholder of record, you have the
right to vote in person at the meeting. If your shares are held in a
brokerage account or by another nominee or trustee, you are considered the
beneficial owner of shares held in street name. As the beneficial owner,
you are also invited to attend the meeting. Since a beneficial owner is
not the shareholder of record, you may not vote these shares in person at
the meeting unless you obtain a “legal proxy” from your broker, nominee,
or trustee that holds your shares, giving you the right to vote the shares
at the meeting. The meeting will be held at the Atlanta Marriott Gwinnett
Place Hotel, 1775 Pleasant Hill Road, Duluth, GA. If you need directions
to the meeting, please visit www.marriott.com/hotels/maps/directions/atlgp-atlanta-marriott-gwinnett-place.com.
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Q:
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How
can I vote my shares without attending the
meeting?
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A:
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Whether
you hold shares directly as a registered shareholder of record or
beneficially in street name, you may vote without attending the meeting.
You may vote by granting a proxy or, for shares held beneficially in
street name, by submitting voting instructions to your stockbroker,
trustee or nominee. You will be able to do this by submitting your proxy
by mail by signing your proxy card if your shares are registered or, for
shares held beneficially in street name, by following the voting
instructions included by your stockbroker, trustee or nominee, and mailing
it in the enclosed envelope. If you provide specific voting instructions,
your shares will be voted as you have
instructed.
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Q:
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What
happens if I do not give specific voting
instructions?
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A:
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Registered
Shareholder of Record. If you are a registered shareholder of
record and you sign and return a proxy card without giving specific voting
instructions then the proxy holders will vote your shares in the manner
recommended by the Board on all matters presented in this proxy statement
and as the proxy holders may determine in their discretion with respect to
any other matters properly presented for a vote at the
meeting.
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Beneficial
Owners of Shares Held in Street Name. If you are a beneficial
owner of shares held in street name and do not provide the organization
that holds your shares with specific voting instructions, the organization
that holds your shares may generally vote at its discretion on routine
matters but cannot vote on non-routine matters. If the organization that
holds your shares does not receive instructions from you on how to vote
your shares on a non-routine matter, the organization will inform the
inspector of election that it does not have the authority to vote on this
matter with respect to your shares. This is generally referred to as a
“broker non-vote.” In tabulating the voting results for any particular
proposal, shares that constitute broker non-votes are not considered
entitled to vote on that proposal. Thus, broker non-votes will not affect
the outcome of any matter being voted on at the meeting, assuming that a
quorum is obtained.
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Q.
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Which
ballot measures are considered “routine” or
“non-routine?”
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A.
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The
ratification of the appointment of Habif, Arogeti & Wynne, LLP as the
Company’s independent registered public accounting firm for 2010 (Proposal
No. 2) is considered routine under applicable rules. A broker or
other nominee may generally vote on routine matters, and therefore no
broker non-votes are expected to exist in connection with Proposal
No. 2. The election of directors (Proposal No. 1) is considered
non-routine under applicable rules. A broker or other nominee cannot vote
without instructions on non-routine matters, and therefore there may be
broker non-votes on Proposal
No. 1.
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2
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Q:
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How
can I revoke my proxy and change my vote after I return my proxy
card?
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A:
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You
may revoke your proxy and change your vote at any time before the final
vote at the meeting. If you are a shareholder of record, you may do this
by signing and submitting a new proxy card with a later date or by
attending the meeting and voting in person. Attending the meeting alone
will not revoke your proxy unless you specifically request your proxy to
be revoked. If you hold shares through a bank or brokerage firm, you must
contact that bank or firm directly to revoke any prior voting
instructions.
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Q:
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Where
can I find the voting results of the
meeting?
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A:
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The
preliminary voting results will be announced at the meeting. The final
voting results will be reported in a current report on Form 8-K,
which will be filed with the SEC within four business days after the
meeting. If our final voting results are not available within four
business days after the meeting, we will file a current report on
Form 8-K reporting the preliminary voting results and subsequently
file the final voting results in an amendment to the current report on
Form 8-K within four business days after the final voting results are
known to us.
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PROPOSAL
1
ELECTION
OF DIRECTORS
We
currently have five members on our Board. Shareholders will vote for
the five nominees listed below to serve until our 2012 Annual Meeting of
Shareholders and until such director’s successor has been elected and qualified,
or until such director’s death, resignation or removal.
Each of
the nominees listed below is currently a director of Vystar and has previously
been elected by our shareholders. There are no family relationships among our
directors or executive officers. If any nominee is unable or declines to serve
as a director, the Board may designate another nominee to fill the vacancy and
the proxy will be voted for that nominee.
Vote
Required and Board Recommendation
Our
Bylaws require that each director be elected by the majority of votes cast with
respect to such director. Any nominee for director who receives a greater number
of votes “AGAINST” his or her election than votes “FOR” such election shall
promptly tender his or her resignation to the Board. Abstentions and
broker non-votes will not have any effect on the outcome of this proposal. In
tabulating the voting results for the election of directors, only “FOR” and
“AGAINST” votes are counted.
THE
BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES
Our
Board of Directors
The
following tables set forth the name and age of each nominee and director of
Vystar whose term of office will continue after the meeting, the principal
occupation of each during the past five years, and the year each began serving
as a director of Vystar:
3
Nominees
for Election as Directors for a Term Expiring in 2011
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Name
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Principal Occupation During Last Five Years
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Age
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Director
Since
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William R. Doyle
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Mr.
Doyle, the Chairman of the Board, President and Chief Executive Officer,
joined Vystar in 2004 as Vice President Sales &
Marketing. He became President and Chief Operating Officer in
December 2005. He became Chairman of the Board, President and
Chief Executive Officer of Vystar in March 2008. Prior to that,
Mr. Doyle served as Vice President of Marketing, Women’s Health, for
Matria Healthcare, Inc., a disease management company,
from 1999 to 2004. Mr. Doyle spearheaded the initial branding
efforts at Matria as well as held responsibility for sales development,
training, public relations, and marketing. He has worked in many aspects
of healthcare industry for over twenty years encompassing manufacturing,
sales, marketing and advertising. In addition to Matria, he has experience
with such companies as Isolyser Company, Inc., McGaw, Inc., Lederle
Laboratories (now Wyeth), and in an advertising capacity for Novartis
Ophthalmics. Mr. Doyle is a member of the Board of Directors of the
Georgia Chapter of the March of Dimes. He holds a Bachelor of Science in
Biochemistry from Penn State University and Master of Business
Administration from Pepperdine University.
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2005
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J.
Douglas Craft
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Since
1983, Mr. Craft has been the founder and chief executive officer of
Atlanta-based Medicraft Inc., one of the largest independent distributors
for Medtronic Spinal Products worldwide. Mr. Craft has more than 25 years
experience in the medical device arena and holds a biomedical engineering
degree from Mississippi State University.
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2006
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Joseph
C. Allegra, M.D.
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Dr.
Allegra was previously a member of Vystar’s Board from April 2008 to June
2009, and recently rejoined Vystar’s Board in September
2009. Dr. Allegra is the founder/owner of various limited
liability companies in the Atlanta area including Diamond II Investments,
Oncology Molecular Imaging, and Kids'Time Pediatrics. He is
also the owner of Cyberlogistics, Inc and is a partner with the Seraph
Group. Dr. Allegra has held various professorships and
chairmanships as a practicing oncologist. He has an
undergraduate degree in Chemistry from Temple University and obtained his
MD from the Milton S. Hershey Medical Center of the Pennsylvania State
University.
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2009
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Mitsy
Y. Mangum
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From
July 2009 to present, Ms Mangum has been Vice President, Investments, WMS,
RPC at MidSouth Capital, Inc., an independent investment banking firm in
Atlanta, GA. From July 2004 to July 2009, Ms. Mangum was
a Vice President-Investments, Financial Advisor WMS, RPC with Raymond
James & Associates in the Atlanta area. Ms. Mangum is an accomplished
investment professional with over 22 years of financial service and
industry experience both from the retail side as well as the institutional
side. Ms. Mangum maintains an in-depth knowledge of the financial markets,
professional money management and managing portfolios. She has a Bachelor
of Science in Business Administration/ Management from College of
Charleston.
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2008
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4
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W.
Dean Waters
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Mr.
Waters founded and is
Managing Director of FiveFold Capital, a company focused on the capital
needs of community banks. Mr. Waters has more than nineteen years of
diversified business experience, fifteen of which has been focused on
raising capital. Over his career, Mr. Waters has raised both equity
and debt financings totaling more than $5 billion. Prior to FiveFold
Capital, he was Senior Vice President in Commerce Street Capital’s Bank
Development Group managing both initial and secondary community bank
capital offerings. Mr. Waters founded and was Managing Partner of
Poseidon Capital Investments, LLC and was Director of Equity and Debt
Syndications at Global Capital Finance. He was Senior Vice
President, Director and one of the founding members of the Capital Markets
Group within GMAC Commercial Finance’s Equipment Finance Division.
Mr. Waters began his finance career at NationsBank, predecessor to the
current Bank of America and in less than five years became the Managing
Director of Equity Distributions of Bank of America Leasing & Capital
Group. Mr. Waters received a B.S. in Economics from East
Carolina University in Greenville, N.C., and earned an M.B.A., with
honors, from Wake Forest University’s Babcock Graduate School of
Management in Winston-Salem, N.C. He also represented Wake Forest in
the European Business Studies program at St. Peters College of Oxford
University and served eight years as a board member on the Babcock
Graduate School of Management’s Alumni Council. He holds multiple
securities licenses.
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2008
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Board
Composition and Election of Directors
Our Board
currently consists of five members. There are no family relationships among any
of our directors or executive officers. Our Board is composed of one
class. As a result, our entire Board will be elected each year at our annual
meeting of shareholders.
Our
bylaws provide that the authorized number of directors may be changed only by
resolution of our Board. Any vacancy on our Board, including a vacancy resulting
from an enlargement of our Board, may be filled by vote of a majority of our
directors then in office.
Director
Independence
Under
Rule 4350 of the Nasdaq Marketplace Rules, independent directors must
comprise a majority of a listed company’s board of directors within one year of
listing. In addition, Nasdaq Marketplace Rules require that, subject to
specified exceptions, each member of a listed company’s audit, compensation and
nominating and governance committees be independent. While Vystar does not
currently qualify for listing on Nasdaq and will likely not qualify for some
time after the date of this proxy statement, it does intend to seek such listing
as soon as possible and will comply with its Marketplace Rules immediately.
Audit committee members must also satisfy the independence criteria set forth in
Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Under
Nasdaq Marketplace Rule 4200(a)(15), a director will only qualify as an
“independent director” if, in the opinion of that company’s board of directors,
that person does not have a relationship that would interfere with the exercise
of independent judgment in carrying out the responsibilities of a director. In
order to be considered to be independent for purposes of Rule 10A-3, a
member of an audit committee of a public company may not, other than in his or
her capacity as a member of the audit committee, the board of directors, or any
other board committee: (1) accept, directly or indirectly, any consulting,
advisory, or other compensatory fee from the public company or any of its
subsidiaries; or (2) be an affiliated person of the listed company or any
of its subsidiaries.
5
In
September 2008, our Board undertook a review of its composition, the composition
of its committees and the independence of each director. Based upon information
requested from and provided by each director concerning his or her background,
employment and affiliations, including family relationships, our Board has
determined that none of Messrs. Craft or Waters, Dr. Allegra or Ms. Mangum,
representing four of our five directors, has a relationship that would
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director and that each of these directors is “independent”
as that term is defined under Nasdaq Marketplace Rule 4200(a)(15). Our
Board also determined that Messrs. Craft, Waters and Ms. Mangum, who
comprise our Audit Committee, satisfy the independence standards for those
committees established by applicable SEC rules and the Nasdaq Marketplace Rules.
In making this determination, our Board considered the relationships that each
non-employee director has with our company and all other facts and circumstances
our Board deemed relevant in determining their independence, including the
beneficial ownership of our capital stock by each non-employee
director.
Board
Committees
Our Board
has established an Executive Committee, an Audit Committee and a
Compensation Committee. Each committee operates under a charter that was
approved by our Board.
Executive
Committee
The
members of the Executive Committee are Messrs. Doyle, Craft and Dr.
Allegra. Mr. Doyle chairs the Executive Committee.
The role
of Vystar’s Executive Committee is to oversee operations of the Board and
personnel matters and if necessary, to act on behalf of the Board during
on-demand activities that occur between meetings (these acts are later presented
for full board review). Working on behalf of the full Board, this Committee will
provide an opportunity for detailed examination of current policy issues facing
Vystar, develop policy recommendations for consideration by the Board, and
provide general oversight for the overall direction and operations of
Vystar.
Audit
Committee
The
members of our Audit Committee are Messrs. Craft and Waters, and Ms. Mangum.
Mr. Waters chairs the Audit Committee. Our Board has determined that each
Audit Committee member satisfies the requirements for financial literacy under
the current requirements of the Nasdaq Marketplace Rules. Mr. Waters is an
“audit committee financial expert,” as defined by SEC rules and satisfies the
financial sophistication requirements of The NASDAQ Global Market. Our Audit
Committee assists our Board in its oversight of our accounting and financial
reporting process and the audits of our financial statements. The Audit
Committee’s responsibilities include:
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appointing,
approving the compensation of, and assessing the independence of our
independent registered public accounting
firm;
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overseeing
the work of our independent registered public accounting firm, including
through the receipt and consideration of reports from such
firm;
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reviewing
and discussing with management and the independent registered public
accounting firm our annual and quarterly financial statements and related
disclosures;
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monitoring
our internal control over financial reporting, disclosure controls and
procedures and code of business conduct and
ethics;
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discussing
our risk management policies;
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establishing
policies regarding hiring employees from the independent registered public
accounting firm and procedures for the receipt and resolution of
accounting related complaints and
concerns;
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meeting
independently with our independent registered public accounting firm and
management;
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reviewing
and approving or ratifying any related person
transactions; and
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6
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preparing
the audit committee report required by SEC
rules.
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All audit
and non-audit services, other than de minimus non-audit services, to be
provided to us by our independent registered public accounting firm must be
approved in advance by our Audit Committee.
Audit
Committee Charter
We have
adopted an Audit Committee Charter which sets out the duties and
responsibilities of our Audit Committee. The Audit Committee Charter is
available on our website at www.vytex.com. Any
amendments to the Charter, or any waivers of its requirements, will be disclosed
on our website.
Compensation
Committee
The
members of our Compensation Committee are Messrs. Craft, Waters and Dr.
Allegra. Dr. Allegra chairs the Compensation Committee. The Compensation
Committee’s responsibilities include:
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annually
reviewing and approving corporate goals and objectives relevant to chief
executive officer compensation;
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determining
our chief executive officer’s
compensation;
|
|
|
·
|
reviewing
and approving, or making recommendations to our Board with respect to, the
compensation of our other executive
officers;
|
|
|
·
|
overseeing
an evaluation of our senior
executives;
|
|
|
·
|
overseeing
and administering our cash and equity incentive
plans;
|
|
|
·
|
reviewing
and making recommendations to our Board with respect to director
compensation;
|
|
|
·
|
reviewing
and discussing annually with management our “Compensation Discussion and
Analysis” disclosure required by SEC
rules; and
|
|
|
·
|
preparing
the compensation committee report required by SEC
rules.
|
Compensation
Committee Interlocks and Insider Participation
None of
our executive officers serves as a member of the Board or Compensation
Committee, or other committee serving an equivalent function, of any entity that
has one or more executive officers who serve as members of our Board or our
Compensation Committee. None of the members of our Compensation Committee is an
officer or employee of our company, nor have they ever been an officer or
employee of our company.
Compensation
Committee Charter
We have
adopted a Compensation Committee Charter which sets out the duties and
responsibilities of our Compensation Committee. The Compensation Committee
Charter is available on our website at www.vytex.com. Any amendments
to the Charter, or any waivers of its requirements, will be disclosed on our
website.
Meetings
of the Board and Committees
During
fiscal year 2009, our Board held four meetings, and its two standing
committees—Audit Committee and Compensation Committee—collectively held no
meetings, since the Company did not become a publicly reporting company until
August 2009. The two committees have collectively held three meetings
to date in 2010. Each director attended at least 75% of the meetings (held
during the period that such director served) of the Board in fiscal year 2009.
Members of our Board are encouraged to attend our annual meetings of
shareholders. All of our current Board members currently plan to attend our
first Annual Meeting of Shareholders on May 10, 2010.
7
The
following table sets forth the two standing committees of our Board, the members
of each committee, and the number of meetings held by our Board and the
committees during fiscal year 2009 :
|
Name
|
Board(1)
|
Audit
|
Compensation(2)
|
|||
|
Mr. Doyle
|
Chair
|
|||||
|
Mr. Craft
|
X
|
X
|
X
|
|||
|
Dr.
Allegra
|
X
|
Chair
|
||||
|
Ms.
Mangum
|
X
|
X
|
||||
|
Mr.
Waters
|
X
|
Chair
|
X
|
|||
|
Number
of meetings held in fiscal year 2009
|
|
4
|
|
0
|
|
0
|
|
(1)
|
From
January 1, 2009, to June 2009, and from September 2009 for the balance of
2009, our Board was composed of Mr. Doyle (Chair), Mr. Craft,
Dr. Allegra, Ms. Mangum and Mr. Waters. From June 2009 to
September 2009, our Board was composed of Mr. Doyle (Chair), Mr.
Craft, Ms. Mangum and Mr. Waters.
|
|
(2)
|
From
January 1, 2009, to June 2009, and from September 2009 for the balance of
2009, our Compensation Committee was composed of Dr. Allegra (Chair), Mr.
Craft and Mr. Waters. From June 2009 to September 2009, our
Compensation Committee was composed of Mr. Waters (Chair) and Ms.
Mangum.
|
Communications
with the Board
Any
shareholder who desires to contact our Board, or specific members of our Board,
may do so electronically by sending an email to the following address: info@vytex.com.
Alternatively, a shareholder may contact our Board, or specific members of our
Board, by writing to: Shareholder Communications, Vystar Corporation, 3235
Satellite Blvd, Building 400, Suite 290, Duluth, GA 30096. All such
communications will be initially received and processed by the office of our
Secretary. Accounting, audit, internal accounting controls and other financial
matters will be referred to the Chair of the Audit Committee. Other matters will
be referred to the Board, the non-employee directors or individual directors as
appropriate.
PROPOSAL
2
RATIFICATION
OF APPOINTMENT OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit
Committee appointed Habif, Arogeti & Wynne, LLP (“HAW”) as our independent
registered public accounting firm for the fiscal year ending on
December 31, 2010, and urges you to vote for ratification of HAW’s
appointment. HAW (or its predecessor) has been our only auditor since we have
audited our financial statements. Although we are not required to seek your
approval of this appointment, we believe it is good corporate governance to do
so. No determination has been made as to what action our Audit Committee would
take if you fail to ratify the appointment. Even if the appointment is ratified,
the Audit Committee retains discretion to appoint a new independent registered
public accounting firm if the Audit Committee concludes such a change would be
in the best interests of Vystar and its shareholders.
We expect
representatives of HAW to be present at the meeting and available to respond to
appropriate questions by shareholders. Additionally, the representatives of HAW
will have the opportunity to make a statement if they so desire.
Vote
Required and Board Recommendation
Shareholder
ratification of HAW as our independent registered public accounting firm
requires the affirmative vote of holders of a majority of the shares present or
represented by proxy and entitled to vote at the annual meeting. Abstentions
will have the same effect as a negative vote.
THE
BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL
8
PRINCIPAL
ACCOUNTING FEES AND SERVICES
During
fiscal years 2009 and 2008, we retained HAW (and its predecessor Tauber &
Balser P.C.) to provide services in the following categories and
amounts:
|
Fee
Category
|
2009
|
2008
|
||||||
|
Audit
Fees
|
$ | 113,394 | $ | 149,148 | (1) | |||
|
Audit-Related
Fees
|
$ | - | $ | - | ||||
|
Tax
Fees
|
$ | 3,000 | $ | 6,000 | (2) | |||
|
All
Other Fees
|
$ | - | $ | - | ||||
|
Total
|
$ | 116,394 | $ | 155,148 | ||||
(1) Of
such Audit Fees in 2008, $144,948 was billed by Tauber & Balser
P.C.
(2) Of
such Tax Fees, all $6,000 was billed by Tauber & Balser P.C.
Audit fees include the audit
of Vystar’s annual financial statements, review of financial statements included
in each of our Quarterly Reports on Form 10-Q, and services that are
normally provided by HAW in connection with statutory and regulatory filings or
engagements for those fiscal years.
Audit-related fees consist of
fees for assurance and related services that are reasonably related to the
performance of the audit or review of our financial statements. This category
includes fees related to accounting-related consulting services.
Tax fees consist of fees for
professional services for tax compliance, tax advice and tax planning. This
category includes fees primarily related to the preparation and review of
federal, state and international tax returns and assistance with tax
audits.
All other fees include
assurance services not related to the audit or review of our financial
statements.
Our Audit
Committee determined that the rendering of non-audit services by HAW is
compatible with maintaining the independence of HAW.
AUDIT
COMMITTEE PRE-APPROVAL OF SERVICES PERFORMED BY OUR
INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS
It is the
policy of our Audit Committee to pre-approve all audit and permissible non-audit
services to be performed by HAW. Our Audit Committee pre-approves services by
authorizing specific projects within the categories outlined above, subject to a
budget for each category. Our Audit Committee’s charter delegates to one or more
members of the Audit Committee the authority to address any requests for
pre-approval of services between Audit Committee meetings, and the subcommittee
or such member or members must report any pre-approval decisions to our Audit
Committee at its next scheduled meeting.
All
services related to audit fees, audit-related fees, tax fees and all other fees
provided by HAW during fiscal years 2009 and 2008 were pre-approved by the Audit
Committee in accordance with the pre-approval policy described
above.
For more
information on HAW, please see “Report of the Audit Committee.”
9
REPORT
OF THE AUDIT COMMITTEE*
The Audit
Committee’s role includes the oversight of our financial, accounting and
reporting processes; our system of internal accounting and financial controls;
our enterprise risk management program; and our compliance with related legal,
regulatory and ethical requirements. The Audit Committee oversees the
appointment, compensation, engagement, retention, termination and services of
our independent registered public accounting firm, including conducting a review
of its independence; reviewing and approving the planned scope of our annual
audit; overseeing our independent registered public accounting firm’s audit
work; reviewing and pre-approving any audit and non-audit services that may be
performed by it; reviewing with management and our independent registered public
accounting firm the adequacy of our internal financial and disclosure controls;
reviewing our critical accounting policies and the application of accounting
principles; and monitoring the rotation of partners of our independent
registered public accounting firm on our audit engagement team as required by
regulation. The Audit Committee establishes procedures, as required under
applicable regulation, for the receipt, retention and treatment of complaints
received by us regarding accounting, internal accounting controls or auditing
matters and the submission by employees of concerns regarding questionable
accounting or auditing matters. The Audit Committee’s role also includes meeting
to review our annual audited financial statements and quarterly financial
statements with management and our independent registered public accounting
firm. The Audit Committee held no meetings during fiscal year 2009,
since the Company did not become a publicly reporting company until August
2009.
Each
member of the Audit Committee meets the independence criteria prescribed by
applicable regulation and the rules of the SEC for audit committee membership
and is an “independent director” within the meaning of NASDAQ listing standards.
Each Audit Committee member meets NASDAQ’s financial literacy requirements, and
the Board has further determined that Mr. Waters is a “audit committee financial
expert” as such term is defined in Item 407(d) of Regulation S-K
promulgated by the SEC, and (ii) also meet NASDAQ’s financial
sophistication requirements. The Audit Committee acts pursuant to a written
charter, which complies with the applicable provisions of the Sarbanes-Oxley Act
of 2002 and related rules of the SEC and NASDAQ, a copy of which can be found on
our website at www.vytex.com.
We have
reviewed and discussed with management and HAW our audited financial statements.
We discussed with HAW and Vystar’s Acting Chief Financial Officer the overall
scope and plans of their audits. We met with HAW, with and without management
present, to discuss results of its examinations, its evaluation of Vystar’s
internal controls, and the overall quality of Vystar’s financial
reporting.
We have
reviewed and discussed with HAW matters required to be discussed pursuant to
Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol.
1. AU section 380), as adopted by the Public Company Accounting Oversight
Board in Rule 3200T. We have received from HAW the written disclosures and
letter required by the applicable requirements of the Public Company Accounting
Oversight Board regarding HAW’s communications with the Audit Committee
concerning independence. We have discussed with HAW matters relating to its
independence, including a review of both audit and non-audit fees, and
considered the compatibility of non-audit services with HAW’s
independence.
Based on
the reviews and discussions referred to above and our review of Vystar’s audited
financial statements for fiscal year 2009, we recommended to the Board that
Vystar’s audited financial statements be included in the Annual Report on
Form 10-K for the fiscal year ended December 31, 2009, for filing with the
SEC.
Respectfully
submitted,
AUDIT
COMMITTEE
W. Dean
Waters, Chair
J.
Douglas Craft
Mitsy Y.
Mangum
|
*
|
The material in this report is
not “soliciting material,” is not deemed “filed” with the SEC and is not
to be incorporated by reference into any filing of Vystar under the
Securities Act of 1933 or the Securities Exchange Act of 1934, whether
made before or after the date hereof and irrespective of any general
incorporation language in any such
filing
|
10
CORPORATE
GOVERNANCE
Corporate
Governance Guidelines
We
believe in sound corporate governance practices and have adopted formal
Corporate Governance Guidelines to enhance our effectiveness. Our Board adopted
these Corporate Governance Guidelines in order to ensure that it has the
necessary practices in place to review and evaluate our business operations as
needed and to make decisions that are independent of our management. The
Corporate Governance Guidelines are also intended to align the interests of
directors and management with those of our shareholders. The Corporate
Governance Guidelines set forth the practices our Board follows with respect to
Board and committee composition and selection, Board meetings, chief executive
officer performance evaluation and management development and succession
planning for senior management, including the chief executive officer position.
A copy of our Corporate Governance Guidelines is available on our website at
www.vytex.com.
Code
of Business Conduct and Ethics
We
adopted a Code of Business Conduct and Ethics applicable to all officers,
directors and employees of Vystar that comply with NASDAQ listing
standards. The Code of Business Conduct and Ethics includes an enforcement
mechanism, and any waivers for directors or executive officers must be approved
by our Board and disclosed in a current report on Form 8-K with the SEC.
This Code of Business Conduct is publicly available on our website at www.vytex.com. There
were no waivers of the Code of Business Conduct and Ethics for any of our
directors or executive officers during fiscal year 2009.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth the beneficial ownership of our common stock as of
April 2, 2010 by each entity or person who is known to beneficially own 5% or
more of our common stock, each of our directors, each Executive Officer
identified in “Executive Compensation—Summary Compensation Table” contained in
this proxy statement and all of our directors and current executive officers as
a group. This table is based upon information supplied by executive
officers, directors and principal shareholders. Unless otherwise indicated in
the footnotes to this table and subject to community property laws where
applicable, each of the shareholders named in this table has sole voting and
investment power with respect to the shares indicated as beneficially owned.
None of the shares beneficially owned by our executive officers and directors
are pledged as security. Applicable percentages are based on 13,916,524 shares
outstanding on April 2, 2010, adjusted as required by rules promulgated by the
SEC.
|
5%
Stockholders:
|
||||||||
|
Travis
W. Honeycutt
Gainesville,
GA
|
2,496,900 | 17.94 | % | |||||
|
Margaret
S. Honeycutt
Gainesville,
GA
|
2,497,000 | 17.94 | % | |||||
|
Universal
Capital Management, Inc.(1)
2601
Annand Dr., #16
Wilmington,
DE 19808
|
1,319,023 | 9.15 | % | |||||
|
Glen
Smotherman
Norcross,
GA
|
971,800 | 6.98 | % | |||||
|
Directors
and Executive Officers
|
||||||||
|
William
Doyle* (2)
|
2,690,000 | 16.22 | % | |||||
|
Matthew
Clark* (3)
|
558,667 | 3.91 | % | |||||
|
Sandra
Parker* (4)
|
205,282 | 1.46 | % | |||||
|
Linda
S. Hammock* (5)
|
10,000 | 0.07 | % | |||||
|
J.
Douglas Craft (6)
|
380,000 | 2.67 | % | |||||
|
Atlanta,
GA
|
||||||||
|
Joseph C.
Allegra, M.D. (7)
|
515,000 | 3.65 | % | |||||
|
Atlanta,
GA
|
||||||||
|
W.
Dean Waters (8)
|
244,334 | 1.74 | % | |||||
|
Atlanta,
GA
|
||||||||
|
Mitsy
Y. Mangum (8)
|
155,000 | 1.10 | % | |||||
|
Atlanta,
GA
|
||||||||
|
All
directors and executive officers (as a group)
|
4,758,283 | 26.60 | % | |||||
11
* Address
for all asterisked is the Company headquarters at: 3235 Satellite Blvd., Bldg,
400, Ste 290, Duluth, GA 30096.
|
(1)
|
Includes
warrants to acquire 500,000 shares of common stock at $2.00 per
share.
|
|
(2)
|
Includes
options and warrants to acquire 2,670,000 shares of common stock at a
weighted average price of $1.03 per
share.
|
|
(3)
|
Includes
options to acquire 371,667 shares of common stock at a weighted average
price of $1.04 per share.
|
|
(4)
|
Includes
options and warrants to acquire 185,282 shares of common stock at a
weighted average price of $1.15 per
share.
|
|
(5)
|
Consists
of options to acquire shares of common stock at $1.63 per
share.
|
|
(6)
|
Includes options
and warrants to acquire 305,000 shares of common stock at a weighted
average price of $1.40 per share.
|
|
(7)
|
Includes options
and warrants to acquire 190,000 shares of common stock at a weighted
average price of $1.82 per share.
|
|
(8)
|
Includes
options and warrants to acquire 120,000 shares of common stock at an
exercise price of $1.63 per share.
|
SECTION 16(A)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a)
of the Exchange Act requires our executive officers and directors, and any
person or entity who owns more than ten percent of a registered class of our
common stock or other equity securities, to file with the SEC certain reports of
ownership and changes in ownership of our securities. Executive officers,
directors and shareholders who hold more than ten percent of our outstanding
common stock are required by the SEC to furnish us with copies of all required
forms filed under Section 16(a). We prepare Section 16(a) forms on
behalf of our executive officers and directors based on the information provided
by them.
Based
solely on review of this information and written representations by our
executive officers and directors that no other reports were required, we believe
that, during fiscal year 2009, no reporting person failed to file the forms
required by Section 16(a) of the Exchange Act on a timely basis, except
that (1) Linda S. Hammock, our Acting CFO, filed one late Form 4 covering
two transactions, (2) Matthew P. Clark, our Vice President of Technical Sales,
filed one late Form 4 covering two transactions, (3) Travis W. Honeycutt, a
greater than ten percent shareholder, filed one late Form 4 covering one
transaction, (4) Joseph Allegra, M.D., a director, filed one late Form 4
covering one transaction, and (5) Universal Capital Management, Inc., a greater
than ten percent shareholder, filed one late Form 4 covering several
transactions.
12
EQUITY
COMPENSATION PLAN INFORMATION
The
following table shows information related to our common stock which may be
issued under our 2004 Long-Term Incentive Compensation Plan, as amended, as of
March 31, 2010:
|
Plan
Category
|
Number of securities
to be issued upon
exercise of
outstanding options
by Executive Officers
|
Weighted
average
exercise price
of outstanding
options
|
Number of
securities
remaining available
for future issuance
under equity
compensation plans
(excluding
securities reflected
in first column)
|
|||||||||
|
2004
Long-Term Incentive Compensation Plan, as amended, approved by
shareholders
|
4,925,000 | $ | 1.2308 | 4,825,000 | ||||||||
|
Total
|
4,925,000 | $ | 1.2308 | 4,825,000 | ||||||||
Our 2004
Long-Term Incentive Compensation Plan, as amended, which we refer to as the 2004
Plan, was adopted by our Board in 2004, and amended and approved by our
shareholders in 2009. A maximum of 10,000,000 shares of common stock were
authorized for issuance under the 2004 Plan.
The 2004
Plan provides for the grant of incentive stock options, nonstatutory stock
options, restricted stock and other stock-based awards. Our officers, employees,
consultants and directors are eligible to receive awards under the 2004 Plan;
however, incentive stock options may only be granted to our employees. In
accordance with the terms of the 2004 Plan, our Board administers the 2004 Plan
and, subject to any limitations in the 2004 Plan, selects the recipients of
awards and determines:
|
|
·
|
the
number of shares of common stock covered by options and the dates upon
which those options become
exercisable;
|
|
|
·
|
the
exercise prices of options;
|
|
|
·
|
the
duration of options;
|
|
|
·
|
the
methods of payment of the exercise
price; and
|
|
|
·
|
the
number of shares of common stock subject to any restricted stock or other
stock-based awards and the terms and conditions of those awards, including
the conditions for repurchase, issue price and repurchase
price.
|
Pursuant
to the terms of the 2004 Plan, in the event of a change in control of our
company, each outstanding option under the 2004 Plan will vest, but the holders
shall have the right, assuming the holder still maintains a continuous service
relationship with us, immediately prior to such dissolution or liquidation, to
exercise the option to the extent exercisable on the date of such dissolution or
liquidation.
In the
event of a merger or other reorganization event, our Board shall have the
discretion to provide for any or all of the following: (a) the acceleration
of vesting or the termination of our repurchase rights of any or all of the
outstanding awards, (b) the assumption or substitution of all options by
the acquitting or succeeding entity or (c) the termination of all options
that remain outstanding at the time of the merger or other reorganization
event.
Please
see Part II, Item 8 “Financial Statements and Supplementary Data” of
our 2009 Annual Report on Form 10-K in the notes to Consolidated Financial
Statements at Note 9, “Stock-Based Compensation” for further information
regarding our equity compensation plan and awards.
13
COMPENSATION
DISCUSSION AND ANALYSIS
Overview
Our
Compensation Committee, which was recently elected by our Board, oversees our
executive compensation program. In this role, the Compensation Committee reviews
and approves annually all compensation decisions relating to our executive
officers. Our historical executive compensation programs were developed and
implemented by our Board consistent with practices of other venture-backed,
privately-held companies. Prior to becoming a publicly reporting company in
August 2009, our compensation programs, and the process by which they were
developed, were less formal than those typically employed by a public company.
During that time, our Board generally benchmarked our executive compensation on
an informal basis by comparing our executives’ compensation to our estimates of
executive compensation paid by companies in our industry and region that are
also comparable to us in size, revenue, financial condition and capital
investment. We have referred to this group as our company peer group. The Board
and the Compensation Committee is continuing to formalize their approach to the
development and implementation of our executive compensation
programs.
Objectives
and Philosophy of Our Executive Compensation Programs
Our
Compensation Committee’s primary objectives with respect to executive
compensation are to:
|
|
·
|
attract,
retain and motivate talented
executives;
|
|
|
·
|
promote
the achievement of key financial and strategic performance measures by
linking short- and long-term cash and equity incentives to the achievement
of measurable corporate and, in some cases, individual performance
goals; and
|
|
|
·
|
align
the incentives of our executives with the creation of value for our
shareholders.
|
To
achieve these objectives, the Compensation Committee evaluates our executive
compensation program with the goal of setting compensation at levels the
committee believes are competitive with those of our company peer group. In
addition, our executive compensation program will tie a substantial portion of
each executive’s overall compensation to key strategic, financial and
operational goals such as our financial and operational performance, the growth
of our customer base, new development initiatives and the establishment and
maintenance of key strategic relationships. We will also provide a portion of
our executive compensation in the form of stock options that vest over time,
which we believe helps to retain our executives and aligns their interests with
those of our shareholders by allowing them to participate in the longer term
success of our company as reflected in stock price appreciation.
At our
early stage of development, we believe that equity-based compensation (which to
date, has been in the form of non-qualified stock options) is the most
appropriate form of compensation to align the interests of our executive
officers with those of our shareholders. As a result, the base
salaries of our executive officers are modest. Cash bonus plans are
based on the attainment of specific financial milestones or the passage of time
as executive officers of the Company
We
compete with many other companies for executive personnel. Accordingly, the
Compensation Committee will generally target overall compensation for executives
to be competitive with that of our company peer group. Variations to this
targeted compensation may occur depending on the experience level of the
individual and market factors, such as the demand for executives with similar
skills and experience.
Components
of Our Executive Compensation Program
The
primary elements of our executive compensation program will be:
|
|
·
|
base
salary;
|
|
|
·
|
cash
incentive bonuses;
|
14
|
|
·
|
equity
incentive awards;
|
|
|
·
|
termination
benefits upon termination without
cause; and
|
|
|
·
|
insurance
and other employee benefits and
compensation.
|
We do not
have any formal or informal policy or target for allocating compensation between
long-term and short-term compensation, between cash and non-cash compensation or
among the different forms of non-cash compensation. Instead, our Compensation
Committee will establish these allocations for each executive officer on an
annual basis. Our Compensation Committee will establish cash compensation
targets based primarily upon informal benchmarking data, such as comparing the
compensation of our executives to companies in our company peer group, as well
as the performance of our company as a whole and of the individual executive and
executive team as a whole. Our Compensation Committee will establish non-cash
compensation based upon this informal benchmarking data, the performance of our
company as a whole and of the individual executive and executive team as a
whole, the executives’ equity ownership percentage and the amount of their
equity ownership that is vested equity. Particularly at our stage of
development, we believe that the long-term performance of our business is
improved through the grant of stock-based awards so that the interests of our
executives are aligned with the creation of value for our
shareholders.
COMPENSATION
COMMITTEE REPORT*
The
Compensation Committee has reviewed and discussed with management the
“Compensation Discussion and Analysis” contained in this proxy statement. Based
on this review and discussion, the Compensation Committee recommended to our
Board that the Compensation Discussion and Analysis be included in this proxy
statement.
Respectfully
submitted,
COMPENSATION
COMMITTEE
Joseph
Allegra, M.D.
J.
Douglas Craft
W. Dean
Waters
*The material in this report is not
“soliciting material,” is not deemed “filed” with the SEC and is not to be
incorporated by reference into any filing of Vystar under the Securities Act of
1933 or the Securities Exchange Act of 1934, whether made before or after the
date hereof and irrespective of any general incorporation language in any such
filing.
15
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The
following table sets forth information regarding compensation earned by our
Chairman, Chief Executive Officer and President, our former Chairman and Chief
Executive Officer and three other executive officers during 2007, 2008 and
2009. Until April 2008, none of our executive officers had
formal employment agreements. As such, our compensation programs, and
the process by which they were developed, were less formal than that typically
employed by a public company. Rather, our Board generally determined
the compensation of our executive officers on an informal basis by comparing
such compensation to their estimates of executive compensation paid by
comparable companies.
Options
granted to our executive officers generally provided for vesting of such option
over a period of time. All options granted to William R. Doyle have
vested upon grant. Of the 425,000 options granted to Matthew P. Clark,
371,667 vested on grant, 16,667 vest on July 6, 2010, 16,666 vest on July 6,
2011, and 5,000 vest on each of July 22, 2010, 2011, 2012 and
2013. Of the 200,000 options granted to Sandra Parker, 50,000
of such options vested upon grant, and the remainder vest (or have vested) at a
rate of 50,000 on each of April 1, 2009, 2010 and 2011. Of the 50,000
options granted to Linda Hammock, 20% of such options vested upon grant, and the
remainder vest (or have vested) at a rate of 20% on the first, second, third and
fourth anniversaries of the date of grant
|
Option
|
All Other
|
|||||||||||||||
|
Awards
|
Compensation
|
|||||||||||||||
|
Name and Principal Position
|
Salary
|
(1)
|
(2)
|
Total
|
||||||||||||
|
William
R. Doyle
|
||||||||||||||||
|
Chairman,
Chief Executive Officer and President
|
||||||||||||||||
|
2009
|
$ | 185,000 | $ | - | $ | 3,128 | $ | 188,128 | ||||||||
|
2008
|
$ | 169,519 | $ | 1,172,747 | $ | 2,283 | $ | 1,344,549 | ||||||||
|
2007
|
$ | 168,750 | $ | - | $ | 2,422 | $ | 171,172 | ||||||||
|
Travis
Honeycutt (3)
|
||||||||||||||||
|
Former
Chairman and Chief Executive Officer
|
||||||||||||||||
|
2009
|
$ | - | $ | - | $ | - | $ | - | ||||||||
|
2008
|
$ | 20,914 | $ | - | $ | 2,904 | $ | 23,818 | ||||||||
|
2007
|
$ | 196,875 | $ | - | $ | 12,574 | $ | 209,449 | ||||||||
|
Sandra
Parker (4)
|
||||||||||||||||
|
Executive Vice President of Sales and
Business Development
|
||||||||||||||||
|
2009
|
$ | 154,992 | $ | - | $ | 7,490 | $ | 162,482 | ||||||||
|
2008
|
$ | 126,750 | $ | 147,134 | $ | 4,370 | $ | 278,254 | ||||||||
|
2007
|
$ | - | $ | - | $ | - | $ | - | ||||||||
|
Matthew
P. Clark
|
||||||||||||||||
|
Vice
President of Technical Sales
|
||||||||||||||||
|
2009
|
$ | 84,999 | $ | 46,074 | $ | 18,392 | $ | 149,465 | ||||||||
|
2008
|
$ | 70,659 | $ | 167,535 | $ | 16,308 | $ | 254,501 | ||||||||
|
2007
|
$ | 75,833 | $ | 30,388 | $ | 16,327 | $ | 122,549 | ||||||||
|
Linda
S. Hammock (5)
|
||||||||||||||||
|
Acting
Chief Financial Officer
|
||||||||||||||||
|
2009
|
$ | - | $ | 55,142 | $ | - | $ | 55,142 | ||||||||
|
2008
|
$ | - | $ | - | $ | - | $ | - | ||||||||
|
2007
|
$ | - | $ | - | $ | - | $ | - | ||||||||
16
|
(1)
|
These
amounts do not reflect the actual economic value realized by the executive
officers. In accordance with SEC rules, this column represents the dollar
amount recognized as compensation expense by Vystar for financial
statement reporting purposes for fiscal years 2009, 2008 and 2007 for
stock options granted to each of the executive officers in fiscal years
2009, 2008 and 2007, respectively, as well as prior fiscal years, in
accordance with applicable accounting guidance related to stock-based
compensation. Pursuant to SEC rules, the amounts shown disregard the
impact of estimated forfeitures related to service-based vesting
conditions. No stock options were forfeited by any of the executive
officers in fiscal years 2009, 2008 or 2007. For additional information on
the valuation assumptions underlying the value of these awards, see the
Notes to Financial Statements at Note 9, “Stock-Based Compensation”
in our 2009 Annual Report on Form 10-K. The individual awards
reflected in this summary compensation table are further summarized below
under “Outstanding Equity Awards at Fiscal Year
End.”
|
|
(2)
|
Amounts
consist of medical, dental, vision, life insurance and disability
insurance premiums paid by us on behalf of the named executive
officer.
|
|
(3)
|
Mr.
Honeycutt resigned as Chairman and Chief Executive Officer of Vystar in
March, 2008.
|
|
(4)
|
Ms.
Parker was not an employee in 2007.
|
|
(5)
|
Ms.
Hammock is an employee of Accounting Professionals Network, Inc. (“APN”),
a provider of professional financial management services to companies. The
Company is billed by APN on a periodic basis for Ms. Hammock’s services.
APN was paid $65,157, $69,888 and $6,070 in 2009, 2008 and 2007,
respectively, for Ms. Hammock’s
services.
|
Employment
Agreements
On
November 11, 2008, Vystar entered into an employment agreement with William R.
Doyle to continue to serve as Vystar’s President, Chief Executive Officer and
Chairman of the Board. The term of the agreement is effective until terminated
by either party in accordance with the terms of the agreement. Under the
agreement, Mr. Doyle receives a base salary of $185,000 per year, as such base
salary may be adjusted by the Board, and an annual bonus equal to a maximum of
125% of Mr. Doyle’s base salary based on the success of the Company in meeting
its objectives, as determined by the Board; provided, that no cash bonus is
payable to Mr. Doyle on any date unless he is employed by the Company on that
date. The amount of the annual bonus is determined by the Board based on the
percentage of achievement of the stated company objectives. The
effective date of the annual bonus calculation is the Company’s fiscal year-end
and is payable in one or more installments as determined by the Board beginning
in the first quarter of the following fiscal year. Mr. Doyle’s employment
agreement is terminable at will by the Company for cause or without cause as
defined in the agreement. However, if Mr. Doyle’s employment is terminated by
Vystar without cause, Vystar is obligated to pay Mr. Doyle compensation earned
through the date of termination plus a severance payment equal to six (6) months
base salary from the date of termination payable as if he had remained an
employee of the Company, plus, assuming Mr. Doyle complies with non-compete and
non-solicitation covenants contained in the employment agreement, an amount
equal to 75% of Mr. Doyle’s base salary amount for the one (1) year period after
the date of termination. If Mr. Doyle is terminated for cause or he terminates
the employment agreement without cause, he is only entitled to compensation
accrued through the date of termination.
On April
1, 2008, Vystar entered into an employment agreement with Sandra Parker to serve
as Vystar’s Executive Vice President Sales and Marketing. The employment
agreement was amended on July 1, 2009. The term of the agreement continues
unless a party gives the other party notice of intent to not renew 90 days prior
to each annual anniversary date, unless earlier terminated as described below.
Under the agreement, Ms. Parker receives a base salary of $125,000 per year
plus, if earned, a bonus based on Ms. Parker’s sales quotas from July 1, 2009 to
June 30, 2010. Such base salary and sales quotas may be adjusted from
year-to-year. Further, Ms. Parker is entitled to a monthly bonus of 1% of Total
Raw Material Revenue, if any, and 2% of the Total License Revenue, if any. Ms.
Parker was granted a total of 200,000 stock options at an exercise price of
$1.00 per share, 50,000 of which vested immediately upon execution of the
employment agreement and 50,000 of which vest on each of the next
three anniversaries of the employment agreement. Ms. Parker’s employment
agreement is terminable at will by the Company for cause or without cause as
defined in the agreement. However, if Ms. Parker’s employment is terminated by
Vystar without cause, Vystar is obligated to pay Ms. Parker compensation earned
through the date of termination plus a severance payment equal to three (3)
months base salary plus any earned commissions or bonuses, plus health insurance
benefits from the date of termination payable as if she had remained an employee
of the Company. If Ms. Parker is terminated for cause or she terminates the
employment agreement without cause, she is only entitled to compensation through
the date of termination. In connection with the amendment, Ms.
Parker’s title was changed to Executive Vice President of Sales and Business
Development.
17
On
January 4, 2010, Vystar entered into an employment agreement with Matthew Clark
to continue to serve as Vystar’s Vice President of Technical Sales. The term of
the agreement is effective until terminated by either party in accordance with
the terms of the agreement. Under the agreement, Mr. Clark receives a base
salary of $85,000 per year, as such base salary may be adjusted by the Board,
and an annual bonus as determined by sales targets and objectives to be
determined by the Compensation Committee; provided, that no cash bonus is
payable to Mr. Clark on any date unless he is employed by the Company on that
date. Additionally, Mr. Clark is entitled to receive commission
payments of five percent (5%) of the gross profit earned by the Company, less
any refunds or credits the Company extends, for all sales of Company products
made in the applicable months and/or for all licensing sales and/or royalty
payments received by the Company for the use of the Company’s technology by
another manufacturer. Mr. Clark’s employment agreement is terminable at will by
the Company for cause or without cause as defined in the agreement. However, if
Mr. Clark’s employment is terminated by Vystar without cause, Vystar is
obligated to pay Mr. Clark compensation earned through the date of termination
plus a severance payment equal to three (3) months base salary plus any earned
commissions or bonuses, plus employee benefits from the date of termination
payable as if he had remained an employee of the Company. If Mr. Clark is
terminated for cause or he terminates the employment agreement without cause, he
is only entitled to compensation through the date of termination.
Additional
details regarding our employment agreements with Mr. Doyle, Ms. Parker and Mr.
Clark and certain payments due them in the event of their termination without
cause, including estimates of amounts payable in specified circumstances, are
disclosed in “Executive Compensation—Potential Payments upon Termination Without
Cause” and contained in this proxy statement.
Grants
of Plan-Based Awards for Fiscal Year 2009
The
following table shows all plan-based awards granted to the executive officers
during fiscal year 2009. The equity awards granted in fiscal year 2009
identified in the table below are also reported in “Outstanding Equity Awards at
2009 Fiscal Year End.” For additional information regarding the non-equity
incentive plan awards and the equity incentive plan awards, please refer to the
cash incentives and equity incentives sections of our “Compensation Discussion
and Analysis.”
|
Executive Officer
|
Grant Date
|
All Other Option
Awards: Number
of Securities
Underlying
Options (1) (#)
|
Exercise or Base
Price of Option
Awards
($/Share)
|
Grant Date Fair
Value of Option
Awards(2)
|
||||||||||
|
Matthew
P. Clark
|
July
6, 2009,
and
July
22, 2009
|
75,000 | $ | 1.63 | $ | 46,074 | ||||||||
|
Linda
Hammock
|
August
7, 2009
and
September
1, 2009
|
50,000 | $ | 1.63 | $ | 55,142 | ||||||||
|
(1)
|
This
column represents awards of options under our 2004
Plan.
|
|
(2)
|
These
amounts do not reflect the actual economic value realized by the executive
officer. In accordance with SEC rules, this column represents the grant
date fair value of each equity award. For additional information on the
valuation assumptions underlying the value of these awards, see
Part II, Item 8 “Financial Statements and Supplementary Data” of
our 2009 Annual Report on Form 10-K and in the Notes to Consolidated
Financial Statements at Note 9, “Stock-Based
Compensation.”
|
18
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth certain information with respect to the value of all
unexercised options previously awarded to our executive officers as of December
31, 2009:
|
Name
|
Number of Securities
Underlying
Unexercised Options
Exercisable(#)
|
Number of Securities
Underlying
Unexercised Options
Unexercisable (#)
|
Equity Incentive
Plan Awards:
Number of Securities
Underlying Unexercised
Unearned Options (#)
|
Options
Exercise
Price ($)
|
Option
Expiration
Date
|
||||||||||||
|
William R. Doyle
|
300,000 | 1.00 |
12/2/2014
|
||||||||||||||
| 100,000 | 1.50 |
4/28/2015
|
|||||||||||||||
| 500,000 | 1.00 |
10/1/2016
|
|||||||||||||||
| 1,750,000 | 1.00 |
2/11/2018
|
|||||||||||||||
|
Matthew
P. Clark
|
100,000 | 1.00 |
1/1/2017
|
||||||||||||||
| 250,000 | 1.00 |
2/11/2018
|
|||||||||||||||
| 16,667 | 33,333 | (1) | 33,333 | 1.63 |
7/6/2019
|
||||||||||||
| 5,000 | 20,000 | (2) | 20,000 | 1.63 |
7/22/2019
|
||||||||||||
|
Sandra
Parker
|
100,000 | 100,00 | (3) | 100,000 | 1.00 |
4/1/2018
|
|||||||||||
|
Linda
Hammock
|
5,000 | 20,000 | (4) | 20,000 | 1.63 |
8/7/2019
|
|||||||||||
| 5,000 | 20,000 | (5) | 20,000 | 1.63 |
9/1/2019
|
||||||||||||
|
(1)
|
The
remaining unvested portion of the option grants to Matthew P. Clark vest
16,667 on July 6, 2010 and 16,666 on July 6,
2011.
|
|
(2)
|
The
remaining unvested portion of the option grants to Matthew P. Clark vest
5,000 on each of July 22, 2010, 2011, 2012 and
2013.
|
|
(3)
|
The
remaining unvested portion of the option grants to Sandra Parker vest
50,000 each on April 1, 2010 and
2011.
|
|
(4)
|
The
remaining unvested portion of the option grants to Linda Hammock vest
5,000 each on August 7, 2010, 2011, 2012 and
2013.
|
|
(5)
|
The
remaining unvested portion of the option grants to Linda Hammock vest
5,000 each on September 1, 2010, 2011, 2012 and
2013.
|
Risk
Analysis of Performance-Based Compensation Programs
The
Compensation Committee believes that our executive compensation programs do not
encourage or result in excessive risk taking. Such programs consist
of base salaries, cash bonuses (none of which have been paid to date), and stock
option grants. Cash bonuses and the vesting of stock option grants
for Mr. Doyle, our Chief Executive Officer and President, are based on
milestones to be set by our Compensation Committee. We anticipate that such
bonuses and stock options will be based on attaining specified percentages of
the company’s earnings before interest, taxes, depreciation and amortization
(“EBITDA”). As a result, such bonuses will likely focused on
increasing revenues and managing expenses, all of which is consistent with the
interests of our shareholders. Further, the cash bonuses will likely
be capped at a percentage of his base salary. We believe this cap
will limit the incentive for excessive risk-taking.
The
compensation programs for Ms. Parker, our Executive Vice President of Sales and
Business Development, and Mr. Clark, our Vice President of Technical Sales is
composed of a base salary, cash bonuses and stock option grants. The
cash bonuses for Ms. Parker are based upon attaining specified sales quotes and
the generation of specified revenue levels. Ms. Parker’s stock
options vest over three (3) years based on her continued employment with the
Company. Mr. Clark’s bonus program is based on attaining gross profit
from the sale of Company products and/or the licensing of our
products. We do not believe that these compensation programs provide
incentive for excessive risk-taking as they are consistent with our goal of
increasing revenues and generating profits.
No other
officers of the Company have employment agreements that specify compensation
programs.
19
Retirement
and Deferred Compensation Plan Benefits
We do not
provide our employees, including the executive officers, with a defined benefit
pension plan, any supplemental executive retirement plans, or retiree health
benefits. The executive officers may participate on the same basis as other
employees in Vystar’s Section 401(k) Retirement Savings Plan (the “401(k)
Plan”). The 401(k) plan allows for matching contributions to be made by us. We
currently match dollar for dollar on the first three percent (3%) of
compensation and $.50 on each dollar of the next two percent (2%) of
compensation. As a tax-qualified retirement plan, contributions to the 401(k)
plan and earnings on those contributions are not taxable to the employees until
distributed from the 401(k) plan and all contributions are deductible by us when
made. Vystar makes a matching contribution to help attract and retain employees
and to provide an additional incentive for our employees to save for their
retirement in a tax-advantaged manner.
Perquisites
and Additional Benefits and Programs
We
provide limited perquisites to our executive officers. In considering potential
perquisites, the Compensation Committee considers the cost to Vystar as compared
to the perceived value to Vystar.
We also
provide the following benefits to the executive officers, on the same terms and
conditions as provided to all other eligible employees:
|
|
§
|
health,
dental and vision
insurance;
|
|
|
§
|
life
insurance;
|
|
|
§
|
medical
and dependent care flexible spending account;
and
|
|
|
§
|
short-term
and long-term disability, accidental death and
dismemberment.
|
We
believe these benefits to be consistent with benefits provided by companies with
which we compete for executive-level talent.
Potential
Payments upon Termination Without Cause
The
following table sets forth the estimated potential payments and benefits payable
to three (3) executive officers in the event of a termination of employment
without cause.
|
Executive Officer
|
Monthly
Severance
Programs (1)
|
Additional
Monthly Severance
Payments (2)
|
Continuing
Benefits (3)
|
TOTALS
|
||||||||||||
|
William
R. Doyle
|
$ | 92,500 | $ | 138,750 | $ | 962 | $ | 232,212 | ||||||||
|
Sandra
Parker
|
$ | 31,250 | — | $ | 1,338 | $ | 32,588 | |||||||||
|
Matthew
Clark
|
$ | 21,250 | — | $ | 3,920 | $ | 25,170 | |||||||||
|
(1)
|
The
amounts represent the aggregate of monthly payments for six (6) months for
Mr. Doyle and three (3) months for Ms. Parker and Mr.
Clark.
|
|
(2)
|
In
the event that Mr. Doyle complies with certain restrictive covenants in
his employment agreement, after termination without cause, he is
additionally entitled to this amount (75% of his base salary) payable in
monthly installments over a one (1) year period following the initial six
(6) month period of monthly severance
payments.
|
|
(3)
|
Consists
of health insurance premiums.
|
20
DIRECTOR
COMPENSATION
The
following table sets forth certain information with respect to compensation
awarded to, paid to or earned by each of Vystar’s non-employee directors during
fiscal year 2009.
|
Name
|
Fees Earned or
Paid in Cash
($)
|
Stock Awards ($)
|
Option Awards
($) (1)
|
Total ($)(2)
|
||||||||||||
|
J.
Douglas Craft
|
0 | 0 | 244,079 | 244,079 | ||||||||||||
|
Joseph
Allegra, M.D.
|
0 | 0 | 256,285 | 256,285 | ||||||||||||
|
W.
Dean Waters
|
0 | 0 | 244,079 | 244,079 | ||||||||||||
|
Mitsy
Y. Mangum
|
0 | 0 | 244,079 | 244,079 | ||||||||||||
|
(1)
|
In
2009, all non-employee directors were granted 400,000 options at $1.63 per
share which vest 20,000 options at the end of each fiscal quarter for five
(5) years beginning June 30, 2009, for Messrs. Craft and Waters, and Ms.
Mangum, and beginning September 30, 2009 for Dr. Allegra. Such
vesting is based on each director’s continued service as a director at
each quarterly vesting date.
|
|
(2)
|
These
amounts do not reflect the actual economic value realized by the
directors. In accordance with SEC rules, this column represents the dollar
amount recognized as compensation expense by Vystar for financial
statement reporting purposes for fiscal year 2009 for stock options
granted to each of the non-employee directors in fiscal year 2009, in
accordance with applicable accounting guidance related to stock-based
compensation. Pursuant to SEC rules, the amounts shown disregard the
impact of estimated forfeitures related to service-based vesting
conditions. For additional information on the valuation assumptions
underlying the value of these awards, see the Notes to Financial
Statements at Note 9, “Stock-Based Compensation” in our 2009 Annual
Report on Form 10-K.
|
Compensation
Philosophy
The
current policy of our Board is that compensation for non-employee directors
should be equity-based compensation to reward directors for quarterly periods of
service in fulfilling their oversight responsibilities. Vystar does not
compensate its management director (Chief Executive Officer) for Board service
in addition to his regular employee compensation.
Expenses
We
reimburse our directors for their travel and related expenses in connection with
attending Board and committee meetings, as well as costs and expenses incurred
in attending director education programs and other Vystar-related seminars and
conferences.
COMPENSATION
COMMITTEE INTERLOCKS
AND
INSIDER PARTICIPATION
There are
no members of our Compensation Committee who were officers or employees of
Vystar during fiscal year 2009. No members were formerly officers of
Vystar or had any relationship otherwise requiring disclosure hereunder. During
fiscal year 2009, no interlocking relationships existed between any of our
executive officers or members of our Board or Compensation Committee, on the one
hand, and the executive officers or members of the board of directors or
compensation committee of any other entity, on the other hand.
TRANSACTIONS
WITH RELATED PERSONS
Review,
Approval or Ratification of Transactions with Related Persons
Vystar’s
Code of Business Conduct requires that all employees and directors avoid
conflicts of interests that interfere with the performance of their duties or
are not in the best interests of Vystar.
21
In
addition, pursuant to its written charter, the Audit Committee considers and
approves or disapproves any related person transaction as defined under
Item 404 of Regulation S-K promulgated by the SEC, after examining
each such transaction for potential conflicts of interest and other
improprieties. The Audit Committee has not adopted any specific written
procedures for conducting such reviews and considers each transaction in light
of the specific facts and circumstances presented.
Transactions
with Related Persons
During
2005 and 2006, the Company advanced cash and made payments on behalf of Climax
Global Energy, Inc. (“Climax”), a development stage company controlled by the
Company’s former CEO, resulting in a note. Management reserved at
December 31, 2008 approximately $120,000 of the balance remaining at December
31, 2008 due to the uncertainty of collection involved.
On August
15, 2008, the Company entered into an agreement with Climax which specified the
repayment terms of the note receivable discussed above. The
significant terms were established as follows: (A) the note is
non-interest bearing, (B) a $25,000 payment to be made on or before September
30, 2008, (C) equal monthly payments of $5,000 will commence in October 2008,
and (D) the note shall be due and payable in full no later than January 31,
2010. In 2009 all payments due under the agreement had been received
by the Company and management determined that the $120,000 reserve could be
released, based upon payment history and Climax’s available cash
balances. As of December 31, 2009 all payments due under the
agreement have been received by the Company.
On March
31, 2009, the Company’s four independent directors each received warrants,
valued at approximately $12,000, to purchase 20,000 shares of the Company’s
common stock with an exercise price of $1.63. The warrants are
exercisable in whole or in part at or before March 31, 2019 and vested
immediately.
During
April 2009, each board member was granted options to purchase 400,000 shares of
the Company’s common stock at an exercise price of $1.63. Vesting
occurs at the end of each complete calendar quarter served as an independent
board member of the Company at a rate of 20,000 shares each. The
options are exercisable in whole or in part before June 30, 2019.
The
options granted to one of the board members were forfeited in June 2009 due to
resignation from the board. That member returned to the board in
September 2009 and was granted a replacement option to purchase 400,000 shares
of the Company’s common stock at an exercise price of $1.63. The
terms are as discussed in the above paragraph and the options are exercisable in
whole or in part before September 30, 2019.
At
December 31, 2007, the Company had accrued back-pay to the Company’s former CEO,
Travis Honeycutt, in the amount of $54,946. In July 2008, Mr.
Honeycutt entered into an agreement with the Company foregoing any claims to
this back-pay if the Climax receivable was not collected in full by December 31,
2008. The Company removed the accrued back-pay from its liabilities
at December 31, 2008 and recorded an increase in additional paid-in-capital as
the forgiveness of debt. This was considered a capital transaction
due to the related party nature of the parties. For the year ended
December 31, 2009, Mr. Honeycutt provided to the Company prospect advisory
services in the thread industry and received $30,000 for his
services.
At
December 31, 2009 and 2008, the Company has accrued severance of $81,250 payable
to the Company’s former CFO, Glenn Smotherman. Mr. Smotherman has
agreed to payment of this liability beginning at the earlier of payment in full
of the Climax receivable or the Company’s achievement of specific sales
goals. Payment began in January 2010 and the liability will be
satisfied in 24 equal monthly payments.
At
December 31, 2008, the Company had a balance payable to Reactive Energy, LLC, a
company wholly owned by the Company’s former CEO, for management fees and
contract services of $36,453. The Company satisfied this liability
during September 2009.
ANNUAL
REPORT
Accompanying
this proxy statement is our Annual Report on Form 10-K for the fiscal year
ended December 31, 2009. The 2009 Annual Report contains audited financial
statements covering our fiscal years ended December 31, 2009 and 2008. Copies of
our Annual Report on Form 10-K for the fiscal year ended December 31, 2009,
as filed with the SEC, are available free of charge on our website at www.vytex.com
22
SHAREHOLDER
PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING
Shareholder
proposals may be included in our proxy statement for an annual meeting so long
as they are provided to us on a timely basis and satisfy the other conditions
set forth in SEC regulations under Rule 14a-8 regarding the inclusion of
shareholder proposals in company-sponsored proxy materials. For a shareholder
proposal to be considered for inclusion in our proxy statement for the annual
meeting to be held in 2011, we must receive the proposal at our principal
executive offices, addressed to the Secretary, no later than December 20,
2010.
23
 |
.VOTE BY
MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope
we have provided or return it to Vystar Corporation, c/o Island Stock
Transfer, 100 Second Avenue South, Suite 7055, St. Petersburg, FL
33701.
|
THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
VYSTAR
CORPORATION
|
||||||||||||||
|
Vote on
Directors
|
||||||||||||||
|
|
||||||||||||||
|
The Board of
Directors recommends a
vote FOR all nominees. |
Vote on
Proposals
|
|||||||||||||
|
|
||||||||||||||
| The Board of Directors recommends a | ||||||||||||||
|
1.
|
Election
of the five (5) Directors proposed in the accompanying Proxy Statement to
serve for a one-year term.
|
For
|
Against
|
Abstain
|
vote
FOR
Proposal 2.
|
For
|
Against
|
Abstain
|
||||||
|
|
||||||||||||||
|
|
1a.
1b.
1c.
1d.
1e.
|
William
R. Doyle
J.
Douglas Craft
Joseph
Allegra MD
Mitsy
Y. Mangum
W.
Dean Waters
|
¨
¨
¨
¨
¨
|
¨
¨
¨
¨
¨
|
¨
¨
¨
¨
¨
|
2.
|
Ratification
of the appointment of Habif, Arogeti & Wynne, LLP as the
Company’s independent registered public accounting firm for the fiscal
year ending on December 31, 2010.
|
¨
o
|
¨
o
|
¨
o
|
||||
|
<
/font>
|
|
|
|
|||||||||||
|
Sign
exactly as your name(s) appear(s) on the stock certificate. If shares of
stock stand of record in the names of two or more persons, or in the name
of husband and wife, whether as joint tenants or otherwise, both or all of
such persons should sign the proxy card. If shares of stock are held of
record by a corporation, the proxy card should be executed by the
President or Vice President and the Secretary or Assistant Secretary.
Executors or administrators or other fiduciaries who execute the proxy
card for a deceased shareholder should give their full title. Please date
the proxy card.
|
||||||||||||||
|
|
||||||||||||||
|
Signature
[PLEASE SIGN WITHIN BOX]
|
Date
|
Signature
(Joint Owners)
|
Date
|
|||||||||||
24
|
VYSTAR
CORPORATION
PROXY
FOR ANNUAL MEETING OF SHAREHOLDERS
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY
The
undersigned hereby appoints William R. Doyle and Dawn Ely, and each of
them, with full power of substitution, to represent the undersigned and to
vote all of the shares of stock in Vystar Corporation (the “Company”)
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company, to be held at the Atlanta Marriott Gwinnett
Place Hotel, 1775 Pleasant Hill Road, Duluth, at 10:00 a.m. local time on
May 10, 2010, and at any adjournment or postponement thereof: (1) as
hereinafter specified upon the proposals listed on the reverse side and as
more particularly described in the Company’s Proxy Statement, receipt of
which is hereby acknowledged, and (2) in their discretion upon such other
matters as may properly come before the meeting.
The
shares represented hereby shall be voted as specified. If no specification is made,
such shares shall be voted FOR the election of the nominees listed on the
reverse side for the Board of Directors and for the proposal.
Whether or not you are able to attend the meeting, you are urged to sign
and mail the proxy card in the return envelope so that the stock may be
represented at the meeting.
IF
YOU ELECT TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD
PROMPTLY
USING
THE ENCLOSED ENVELOPE
(CONTINUED
AND TO BE SIGNED ON REVERSE SIDE)
|
25
TABLE OF CONTENTS