AFC Gamma Inc
For the period ended May 23, 2024. Filed Apr 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.
May 23, 2024 · Filed Apr 9, 2024
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DEF 14A 1 ny20022865x1_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 Under §240.14a-12 |
AFC GAMMA, INC.
(Name of Registrant as Specified In Its Charter)
Not applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☒ | 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
**Thursday, May 23, 2024
10:00 a.m. Eastern Time
| How to ATTEND: | The 2024 Annual Meeting of Shareholders of AFC Gamma, Inc. (the “Annual Meeting”) will be held virtually on Thursday, May 23, 2024, at 10:00 a.m. Eastern Time. In order to attend the Annual Meeting via live audio webcast, please visit: www.virtualshareholdermeeting.com/AFCG2024 and enter the control number on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials, as applicable, you previously received. You will not be able to attend the Annual Meeting in person. |
|---|---|
| Items of Business: | (1) Elect the two directors named in the accompanying Proxy Statement to serve until the Company’s 2027 annual meeting of shareholders and until their respective successors are duly elected and qualified; (2) Ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and (3) Transact such other business as may properly come before the meeting or any postponements or adjournments thereof. |
| Who May Vote: | Shareholders of record at the close of business on March 26, 2024. |
Your vote is important to us. Whether or not you intend to attend the virtual meeting, please vote using the Internet, by telephone or by mail, in each case, by following the instructions in our Proxy Statement. Shareholders who execute a proxy may nevertheless attend the virtual meeting and vote their shares during the virtual meeting.
| By Order of the Board of Directors, | |
| Leonard M. Tannenbaum | |
| April 9, 2024 | Executive Chairman of the Board |
|---|
Important Notice Regarding the Availability of Proxy Materials:
This Proxy Statement and our 2023 Annual Report are available on the Internet atwww.proxyvote.com
These materials are also available on our website athttps://investors.afcgamma.com.
The other information on our corporate website does not constitute part of this Proxy Statement.
| AFC GAMMA, INC. | 2024 PROXY STATEMENT | 1 |
|---|
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | |
|---|---|
| Proxy Summary | 3 |
| Proposal 1 - Election of Directors | 5 |
| Corporate Governance | 11 |
| Executive Officers of the Company | 19 |
| Executive Compensation | 21 |
| Compensation Committee Interlocks and Insider Participation | 25 |
| Director Compensation | 25 |
| Security Ownership of Certain Beneficial Owners and Management | 26 |
| Report of the Audit and Valuation Committee | 28 |
| Proposal 2 - Ratification of Independent Registered Public Accounting Firm | 29 |
| Transactions with Related Persons | 31 |
| Other Matters | 37 |
| Shareholder Proposals and Director Nominations for 2025 Annual Meeting | 38 |
| Questions and Answers About the Proxy Materials and Annual Meeting | 39 |
| 2 | 2024 PROXY STATEMENT | AFC GAMMA, INC. |
525 Okeechobee Blvd., Suite 1650
West Palm Beach, FL, 33401
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.