Dolphin Entertainment, Inc.
For the period ended Nov 10, 2025. Filed Sep 26, 2025.
View on SEC.govAbout 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.
Nov 10, 2025 · Filed Sep 26, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN 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
DOLPHIN ENTERTAINMENT, 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 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 |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 26, 2025
Dear Shareholder:
It is my pleasure to invite you to attend the annual meeting of shareholders (the “Annual Meeting”) of Dolphin Entertainment, Inc., a Florida corporation (the “Company”). The Annual Meeting will be held on November 10, 2025 at 10:00 a.m. Eastern Time at 200 South Biscayne Boulevard, 39 th Floor, Miami, Florida 33131.
We are pleased to inform you that instead of a paper or electronic copy of our proxy materials, most of our shareholders will be mailed a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) on or about September 26, 2025. The Notice of Internet Availability contains instructions on how to access proxy materials and how to submit your proxy over the Internet. The Notice of Internet Availability also contains instructions on how to request a paper copy of our proxy materials, if desired. All shareholders who do not receive a Notice of Internet Availability, or who have not consented to receive their proxy materials electronically by email, will be mailed a paper copy of the proxy materials. Furnishing proxy materials over the Internet allows us to provide our shareholders with the information they need in a timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.
The Annual Meeting will be held for the following purposes:
| 1. | To elect seven directors to hold office until the 2026 annual meeting of shareholders or until their respective successors are duly elected and qualified; |
| 2. | To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2025; |
| 3. | To approve, for purposes of complying with applicable Nasdaq Listing Rules, the potential issuance and sale of 20% or more of the Company’s common stock pursuant to the Company’s purchase agreement with Lincoln Park Capital Fund LLC (“Lincoln Park”) pursuant to which Lincoln Park has agreed to purchase from us, from time to time, up to $15,000,000 of shares of our common stock; and |
| 4. | To approve, on a non-binding advisory basis, the compensation to our named executive officers. |
The Company’s Board of Directors recommends that you vote in favor of proposals 1, 2, 3, and 4.
Only shareholders of record as of the close of business on September 15, 2025 may attend and vote at the Annual Meeting.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE VOTE YOUR SHARES, SO THAT A QUORUM WILL BE PRESENT AND A MAXIMUM NUMBER OF SHARES MAY BE VOTED. IT IS IMPORTANT AND IN YOUR INTEREST FOR YOU TO VOTE. WE ENCOURAGE YOU TO VOTE YOUR PROXY BY MAILING IN YOUR ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE, OR VOTE ONLINE OR OVER THE TELEPHONE ACCORDING TO THE INSTRUCTIONS IN THE PROXY CARD.
THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ William O’Dowd, IV
William O’Dowd, IV
Chief Executive Officer
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING | 1 |
|---|---|
| PROPOSAL 1—ELECTION OF DIRECTORS | 6 |
| CORPORATE GOVERNANCE | 9 |
| Board Leadership Structure and Role in Risk Oversight | 9 |
| Meetings | 9 |
| Family Relationships | 9 |
| Involvement in Certain Legal Proceedings | 10 |
| Delinquent Section 16(a) Reports | 10 |
| Code of Ethics | 10 |
| Board Committees | 10 |
| EXECUTIVE COMPENSATION | 12 |
| PROPOSAL 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 15 |
| Audit Committee Report | 16 |
| PROPOSAL 3—APPROVAL OF ISSUANCE OF SECURITIES IN CONNECTION WITH A PURCHASE AGREEMENT WITH lINCOLN pARK cAPITAL fUND, llc | 17 |
| PROPOSAL 4—ADVISORY VOTE ON THE COMPENSATION TO OUR NAMED EXECUTIVE OFFICERS | 19 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 20 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 22 |
| OTHER MATTERS | 24 |
i
DOLPHIN ENTERTAINMENT, INC.
150 Alhambra Circle, Suite 1200
Coral Gables, Florida 33134
PROXY STATEMENT
Proxy Statement for Annual Meeting of Shareholders to be held on November 10, 2025
You are receiving this proxy statement because as of September 15, 2025 (the “Record Date”), you owned shares of common stock of Dolphin Entertainment, Inc., a Florida corporation (referred to as “we”, “us” or the “Company”), entitling you to vote at the Annual Meeting. Our Board of Directors (the “Board”) is soliciting proxies from shareholders as of the Record Date who wish to vote at the meeting. By use of a proxy, you can vote even if you do not attend the Annual Meeting. This proxy statement describes the matters on which you are being asked to vote and provides information on those matters so that you can make an informed decision.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.