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ACCESS Newswire Inc.

For the period ended Apr 29, 2025. Filed Apr 30, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 29, 2025 · Filed Apr 30, 2025

Use the contents to explore the available documents and sections.

ACCS$3.41-2.4%Stored close · as of Nov 6, 2026
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DEF 14A 1 accs_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

ACCESS Newswire Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
☐Fee paid previously with preliminary materials.
☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount previously paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing party:
(4)Date Filed:
2025Notice of Annual Meeting of Stockholders
Friday, June 13, 2025 9:00 a.m. ETVIRTUALLY https://investors.accessnewswire.com/agm

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ACCESS Newswire Inc.

One Glenwood Ave, Suite 1001

Raleigh NC 27603

919.481.4000

Notice of Annual Meeting of Stockholders

To Be Held on June 13, 2025

To Our Stockholders:

We are pleased to invite you to attend ACCESS Newswire Inc.’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held as a virtual-only meeting at 9:00 a.m., Eastern Time, on Friday, June 13, 2025. You will not be able to attend the Annual Meeting in-person. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting https://investors.accessnewswire.com/agm.

The purpose of the Annual Meeting is as follows:

1.To elect four (4) directors nominated by our Board of Directors as set forth in this proxy statement;
2.To ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the year ending December 31, 2025; and
3.To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

You have the right to receive notice of and to vote at the Annual Meeting if you were a stockholder of record at the close of business on April 17, 2025, which is the record date set by the Board of Directors (the “Board”).

The attached Proxy Statement describes the matters proposed by your Board to be considered and voted upon by our stockholders at our Annual Meeting. These items are more fully described in the following pages, which are hereby made part of this Notice.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 13, 2025. Our Proxy Statement is attached. Financial and other information concerning the Company is contained in our Annual Report on Form 10-K for the year ended December 31, 2024. Under rules issued by the Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials both by sending you this full set of proxy materials, including a Proxy Card, and by notifying you of the availability of our proxy materials on the Internet. The Proxy Statement and our Annual Report on Form 10-K are available onhttps://investors.accessnewswire.com/agm*.*

To participate in our annual meeting, including casting your vote during the meeting, you may access the meeting website athttps://investors.accessnewswire.com/agm and entering in your stockholder information provided on your ballot or proxy information previously mailed to you. If you attend the meeting virtually, you may revoke your proxy prior to its exercise and vote virtually at the meeting. In the event that there are not sufficient stockholders present for a quorum or sufficient votes to approve a proposal at the time of the Annual Meeting, the Annual Meeting may be adjourned from time to time in order to permit further solicitation of proxies by the Company.

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Your vote is important. If you are unable to attend the Annual Meeting virtually and wish to have your shares voted, please vote as soon as possible, whether online, by telephone, by fax or by returning a proxy card sent to you in response to your request for printed proxy materials.

By Order of the Board of Directors,

/s/ Brian R. Balbirnie

Brian R. Balbirnie

Chairperson of the Board of Directors

Raleigh, North Carolina

April 30, 2025

YOUR VOTE IS IMPORTANT IT IS IMPORTANT THAT PROXY CARDS BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING VIRTUALLY, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED RETURN ENVELOPE OR VOTE OVER THE INTERNET FOLLOWING THE INSTRUCTIONS ON THE PROXY AS SOON AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. STOCKHOLDERS WHO EXECUTE A PROXY CARD OR VOTE OVER THE INTERNET MAY NEVERTHELESS ATTEND THE MEETING VIRTUALLY, REVOKE THEIR PROXY AND VOTE THEIR SHARES VIRTUALLY.

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Proxy Summary1
2025 Annual Meeting of Stockholders1
Annual Meeting Agenda and Voting Recommendations1
Director Nominees2
Proxy Statement3
Questions and Answers3
Delivery of Documents to Security Holders Sharing an Address6
PROPOSAL 1–ELECTION OF DIRECTORS7
Nominees for Director7
Certain Information Concerning Director Nominees7
Board and Committee Membership10
Corporate Governance11
Indemnification of Directors and Officers11
Directors’ and Officers’ Liability Insurance11
Code of Ethics11
Director Independence12
Board Committees13
Audit Committee13
Compensation Committee13
Meetings and Attendance14
Communications with the Board of Directors14
Non-Employee Director Compensation Agreement14
2024 Non-Employee Director Compensation Table15
Security Ownership of Beneficial Owners and Management16
Executive Compensation17
Compensation Discussion and Analysis17
Summary Compensation Table17
Brian R. Balbirnie Employment Agreement18
Philosophy of Compensation19
Components of Compensation20
Compensation of Named Executive Officers20
Pay versus Performance22
Risk Considerations in our Compensation Programs23
Compensation Committee Report23
PROPOSAL 2–RATIFICATION OF AUDITORS24
Ratification of Selection of Independent Auditors24
Audit Committee Pre-Approval Policy25
Report of the Audit Committee26
Certain Relationships and Related Party Transactions and Director Independence27
Related Party Transactions27
Director Independence27
Other Matters27
Section 16(a): Beneficial Ownership Reporting Compliance27
Stockholder Proposals and Nominations for 2026 Annual Meeting27
Additional Information28

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