SAFE & GREEN HOLDINGS CORP.

DEF 14A 1 ea0210470-02.htm PROXY STATEMENT

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

Check the appropriate box:

SAFE & GREEN HOLDINGS CORP.

(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):

Safe & Green Holdings Corp.

990 Biscayne Blvd., Suite 501, Office 12

Miami, Florida 33132

August 13, 2024

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Safe & Green Holdings Corp.:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of Safe & Green Holdings Corp., a Delaware corporation (the “Company”). The meeting will be held on September 27, 2024 at 10:00 a.m. Eastern Time at 45 Rockefeller Center, 20 th Floor, New York, New York 10111. The purpose of the 2024 Annual Meeting and the matters to be acted on are stated below in this Notice of Annual Meeting of Stockholders. The Board of Directors knows of no other business that will come before the 2024 Annual Meeting.

At the 2024 Annual Meeting, stockholders will vote on the following matters:

(1) to elect the six nominees for director named in the accompanying proxy statement to our Board of Directors, each to serve a one year term expiring at the 2025 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified;

(2) to ratify the appointment of M&K CPAS, PLLC as our independent registered public accounting firm for our fiscal year ending December 31, 2024;

(3) to approve, on an advisory, non-binding basis, the compensation of our named executive officers;

(4) to approve, on an advisory, non-binding basis, the frequency of the stockholder vote to approve the compensation of our named executive officers;

(5) to approve, for purposes of complying with Nasdaq listing rules, the issuance of shares of our common stock, par value $0.01 per share, (the “Common Stock”), underlying certain warrants issued by the Company pursuant to that certain Securities Purchase Agreement, dated as of May 3, 2024, by and between the Company and the investor named on the signatory thereto, and that certain Placement Agent Agreement, dated as of May 3, 2024, by and between the Company and A.G.P./Alliance Global Partners, in an amount equal to or in excess of 20% of our Common Stock outstanding immediately prior to the issuance of such warrants (the “Armistice Share Issuance Proposal”);

(6) to approve, for purposes of complying with Nasdaq listing rules, the issuance of shares of Common Stock pursuant to that certain Equity Purchase Agreement, dated as of February 7, 2023, by and between the Company and Peak One Opportunity Fund, L.P. (“Peak One”), in an amount equal to or in excess of 20% of our Common Stock outstanding as of February 7, 2023 (the “Peak One Share Issuance Proposal” and, together with the Armistice Share Issuance Proposal the “Share Issuance Proposals”);

(7) to approve an adjournment of the 2024 Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of Proposal 5 and/or Proposal 6 or to establish a quorum; and

(8) to transact such other business as may properly come before the 2024 Annual Meeting or any adjournments or postponements of the 2024 Annual Meeting.

The matters listed in this notice of meeting are described in detail in the accompanying proxy statement. In order to reduce printing and mailing costs and as a matter of good environmental stewardship, this year, we will be providing access to our proxy materials over the internet under the Securities and Exchange Commission’s “notice and access” rules. As a result, on or about August 13, 2024, we are mailing to our stockholders a notice of internet availability of proxy materials instead of a paper copy of the proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). Stockholders that would like to receive a paper copy may do so by following the instructions in the Proxy Statement. This Notice of Annual Meeting of Stockholders, the proxy statement and our 2023 Annual Report are available athttps://ir.safeandgreenholdings.com/sec-filings.

The Board of Directors has fixed the close of business on August 1, 2024 as the record date (the “Record Date”) for determining those stockholders who are entitled to notice of and to vote at the 2024 Annual Meeting or any adjournment or postponement of the 2024 Annual Meeting. The list of the stockholders of record as of the Record Date will be made available for inspection at the 2024 Annual Meeting for the ten days preceding the meeting at the Company’s offices located at 990 Biscayne Blvd., Suite 501, Office 12, Miami, Florida 33132 during ordinary business hours for any purpose germane to the 2024 Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ONSeptmber 27, 2024.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE 2024 ANNUAL MEETING, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE BY SUBMITTING YOUR PROXY VIA THE INTERNET OR TELEPHONE OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED THEREIN. IF YOU WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY) BY FOLLOWING THE INSTRUCTIONS IN THE PROXY STATEMENT AND SUCH MATERIALS WILL BE SENT TO YOU.

On behalf of the Board of Directors and the employees of Safe & Green Holdings Corp., we thank you for your continued support and look forward to speaking with you at the 2024 Annual Meeting.

/s/ Paul M. Galvin

Paul M. Galvin

Chairman of the Board