Research Solutions Inc
For the period ended Nov 12, 2024. Filed Oct 9, 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.
Nov 12, 2024 · Filed Oct 9, 2024
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DEF 14A 1 tm2425261d1_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 registrantx
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)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under § 240.14a-12 |
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No Fee Required |
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| ¨ | Fee paid previously with preliminary materials |
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(310) 477-0354
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 12, 2024
TO THE STOCKHOLDERS OF RESEARCH SOLUTIONS, INC.:
You are cordially invited to attend the Annual Meeting of Stockholders of Research Solutions, Inc., a Nevada corporation (the “Company” or “our”), to be held on November 12, 2024, at 11:00 A.M. Pacific time, at 15260 Ventura Boulevard, 20th Floor, Sherman Oaks, California 91403.
At the Annual Meeting, stockholders will be asked to consider and act upon the following matters:
| 1. | Electing six members to our board of directors; |
| 2. | Ratifying the appointment of Wipfli LLP as our independent accountants for the fiscal year ending June 30, 2025; |
| 3. | Voting on a non-binding advisory resolution to approve our executive compensation; |
| 4. | Transacting other business properly presented at the meeting or any postponement or adjournment thereof. |
Our board of directors has fixed September 27, 2024 as the record date for the determination of stockholders entitled to notice and to vote at the Annual Meeting and any postponement or adjournment thereof, and only stockholders of record at the close of business on that date are entitled to notice and to vote at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available at the Annual Meeting and at the offices of the Company for 10 days prior to the Annual Meeting.
We hope that you will use this opportunity to take an active part in the affairs of the Company by voting on the business to come before the Annual Meeting, either by executing and returning the enclosed Proxy Card or by casting your vote in person at the Annual Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE. IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY, IF YOU PREFER, REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
| October 9, 2024 | By Order of the Board of Directors |
|---|---|
| John Regazzi Lead Independent Director |
Table of Contents
| Page | |
|---|---|
| PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS | 1 |
| PROPOSAL NO. 1—ELECTION OF DIRECTORS | 3 |
| CURRENT DIRECTORS/DIRECTOR NOMINEES | 4 |
| OTHER EXECUTIVE OFFICERS | 6 |
| FURTHER INFORMATION CONCERNING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 7 |
| DIRECTOR INDEPENDENCE | 10 |
| AUDIT COMMITTEE REPORT | 11 |
| PROPOSAL NO. 2—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 12 |
| PROPOSAL NO. 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION | 13 |
| EXECUTIVE COMPENSATION | 14 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 22 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 25 |
| COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT | 25 |
| STOCKHOLDER PROPOSALS | 25 |
| DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS | 26 |
| OTHER MATTERS | 26 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.