Agrify Corp
For the period ended Aug 12, 2024. Filed Jul 22, 2024.
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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.
Aug 12, 2024 · Filed Jul 22, 2024
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DEF 14A 1 ea0209323-02.htm PROXY STATEMENT
SCHEDULE 14A INFORMATION
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 |
Agrify 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):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11. |
AGRIFY CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
August 12, 2024
NOTICE AND PROXY STATEMENT
July 22, 2024
Dear Agrify Corporation Stockholder:
On behalf of the Board of Directors, I am pleased to invite you to attend the Agrify Corporation (“Agrify” or the “Company”) Virtual Annual Meeting of Stockholders to be Monday, August 12, 2024, at 10:00 a.m. Eastern Time. To be admitted to the Annual Meeting atwww.virtualshareholdermeeting.com/AGFY2024, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.
At the meeting, you and the other stockholders will be asked to vote upon the following:
To elect five directors, each for a one-year term;
To ratify the appointment of GuzmanGray as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;
To approve an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of the shares of the Company’s Common Stock at a ratio of not less than 1-for-2 and not greater than 1-for-20, with the exact ratio of, effective time of and decision to implement the reverse stock split to be determined by the Board of Directors;
To approve, as required by Nasdaq Listing Rule 5635, an amendment to the pre-funded warrants issued by the Company on May 21, 2024 to increase in the number of shares of Common Stock underlying such warrants upon the occurrence of certain equity issuances;
To approve an amendment to the Agrify Corporation 2022 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 2,500,000 shares; and
To consider and vote upon an adjournment of the Annual Meeting in order to solicit additional proxies if there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the Annual Meeting.
As of July 17, 2024, the Company had 14,230,004 shares of Common Stock outstanding. Only shareholders of record as of the close of business on July 17, 2024 are entitled to receive notice of, to attend, and to vote at, the Annual Meeting.
Whether or not you can attend the meeting, please read the attached proxy statement. When you have done so, please mark your vote on the proxy card, sign and date the proxy card, and return it to us. Alternatively, you may cast your vote by telephone, or through the Internet. Instructions for voting by telephone or through the Internet are included with your proxy. Your vote is important. Please act promptly by voting your shares by telephone, via the Internet, or by signing, dating and returning the proxy card.
Thank you for your continued interest in Agrify. We look forward to seeing you at the meeting.
Sincerely,
Raymond Chang
Chairman and Chief Executive Officer
2468 Industrial Row Drive, Troy, MI 48084 • Tel: (855) 420-0020
ir@agrify.com •www.agrify.com
Agrify Corporation
2468 Industrial Row Drive
Troy, Michigan 48084
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held August 12, 2024
To the Stockholders:
Agrify Corporation (“Agrify”) will hold its Virtual Annual Meeting of Stockholders on August 12, 2024 at 10:00 a.m., Eastern Time. To be admitted to the Annual Meeting atwww.virtualshareholdermeeting.com/AGFY2024, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.
We are holding this meeting for the following purposes:
To elect five directors, each for a one-year term;
To ratify the appointment of GuzmanGray as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;
To approve an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of the shares of the Company’s Common Stock at a ratio of not less than 1-for-2 and not greater than 1-for-20, with the exact ratio of, effective time of and decision to implement the reverse stock split to be determined by the Board of Directors;
To approve, as required by Nasdaq Listing Rule 5635, an amendment to the pre-funded warrants issued by the Company on May 21, 2024 to increase in the number of shares of Common Stock underlying such warrants upon the occurrence of certain equity issuances.
To approve an amendment to the Agrify Corporation 2022 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 2,500,000 shares; and
To consider and vote upon an adjournment of the Annual Meeting in order to solicit additional proxies if there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the Annual Meeting.
The Board of Directors selected July 17, 2024 as the record date for determining stockholders entitled to vote at the Annual Meeting. As of July 17, 2024, Agrify had 14,230,004 shares of Common Stock outstanding. A list of stockholders on that date will be available for inspection at Agrify’s corporate headquarters, 2468 Industrial Row Drive, Troy, Michigan 48084, during normal business hours for the ten-day period prior to the Annual Meeting. Only holders of our Common Stock as of the close of business on July 17, 2024 are entitled to vote at the Annual Meeting or any adjournment thereof.
On or about July 22, 2024, we are mailing to our stockholders our proxy statement, proxy and 2023 Annual Report on Form 10-K, as amended.
By Order of the Board of Directors,
Raymond Chang
Corporate Secretary
Troy, Michigan
July 22, 2024
Important Notice Regarding Availability of Proxy Materials for the Virtual Annual Meeting of Stockholders Meetingto be Held on August 12, 2024: The Notice of Annual Meeting and Proxy Statement and our 2023 Annual Report on Form 10-K, as amended, are available atwww.proxyvote.com.
2468 Industrial Row Drive • Troy, Michigan 48084 • Tel: (855) 420-0020
ir@agrify.com •www.agrify.com
IMPORTANT
Whether or not you expect to attend the virtual annual meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares by telephone, via the Internet, or by signing, dating, and returning the enclosed proxy card will save the Company the expense and extra work of additional solicitation. An addressed envelope, for which no postage is required if mailed in the United States, is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option.
AGRIFY CORPORATION
PROXY STATEMENT
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