Dominari Holdings Inc.
For the period ended Nov 6, 2024. Filed Sep 25, 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 6, 2024 · Filed Sep 25, 2024
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DEF 14A 1 ea0215581-def14a_dominari.htm DEFINITIVE 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
| 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 |
**DOMINARI HOLDINGS 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 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 |
September 25, 2024
Dear Stockholder:
You are cordially invited to attend Dominari Holdings Inc.’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) to be held on November 6, 2024, at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time. The formal meeting notice and proxy statement for the 2024 Annual Meeting are attached.
The 2024 Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the 2024 Annual Meeting online, vote and submit your questions during the 2024 Annual Meeting by visitingwww.virtualshareholdermeeting.com/DOMH2024.
We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and the company. The virtual meeting format allows attendance from any location in the world.
Even if you are planning on attending the 2024 Annual Meeting online, please promptly submit your proxy vote by Internet, telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the 2024 Annual Meeting. Instructions on voting your shares are on the Notice of Internet Availability of Proxy Materials you received for the 2024 Annual Meeting. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Daylight Time on November 5, 2024. If you attend the 2024 Annual Meeting online and wish to vote at the 2024 Annual Meeting, you will be able to do so even if you have previously returned your proxy card.
Thank you for your continued support of, and interest in, Dominari Holdings Inc.
Sincerely,
/s/ Anthony Hayes
Anthony Hayes
Chief Executive Officer and Chairman
New York, New York
September 25, 2024
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE 2024 ANNUAL MEETING WHETHER OR NOT YOU ATTEND ONLINE, PLEASE CAST YOUR VOTE AS INSTRUCTED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS AS PROMPTLY AS POSSIBLE. YOUR PROXY, GIVEN BY VOTING PRIOR TO THE 2024 ANNUAL MEETING, MAY BE REVOKED PRIOR TO ITS EXERCISE BY ENTERING A NEW VOTE OVER THE INTERNET, FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE 2024 ANNUAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE 2024 ANNUAL MEETING ONLINE AND VOTING ONLINE.
IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE 2024 ANNUAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES.
IF YOU HAVE CHOSEN TO RECEIVE PAPER COPIES OF YOUR PROXY MATERIALS, INCLUDING THE PROXY CARD, PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE RETURN ENVELOPE PROVIDED.
ANY STOCKHOLDER ATTENDING THE 2024 ANNUAL MEETING ONLINE MAY VOTE EVEN IF HE OR SHE HAS RETURNED A PROXY. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE, YOU MUST FIRST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
**Dominari Holdings Inc.
(212) 393-4540
**NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 6, 2024
11:00 a.m. Eastern Time/8:00 a.m. Pacific Time
September 25, 2024
To our Stockholders:
Notice (this “Notice”) is hereby given that the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of Dominari Holdings Inc., a Delaware corporation (the “Company,” “Dominari Holdings Inc.,” “Dominari,” “our,” “we,” or “us”), will be held as a “virtual meeting” via live audio webcast on November 6, 2024, at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):
| (1) | To elect two (2) Class I directors to serve terms in accordance with the Company’s Second Amended and Restated Bylaws; |
| (2) | To ratify the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2024; |
| (3) | To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for officer exculpation; |
| (4) | To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to add an exclusive forum provision; and |
| (5) | To consider and vote upon any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof. |
Pursuant to our Second Amended and Restated Bylaws, as amended (“Second Amended and Restated Bylaws”), our Board has fixed the close of business on September 10, 2024 as the record date (the “Record Date”) for a determination of stockholders entitled to notice and to vote at the 2024 Annual Meeting and any adjournment thereof. Holders of our common stock, Series D convertible preferred stock and Series D-1 convertible preferred stock are entitled to vote at the 2024 Annual Meeting.
Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the Internet. Accordingly, we plan to first send our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), on September 26, 2024, containing instructions on how to access our proxy materials, including our annual report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) online. Stockholders who have received the Notice of Internet Availability will not be sent a printed copy of our proxy materials in the mail unless they request to receive a printed copy.
You will be able to attend the 2024 Annual Meeting via live audio webcast by visiting Dominari’s virtual meeting website atwww.virtualshareholdermeeting.com/DOMH2024 on November 6, 2024, at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time. Upon visiting the meeting website, you will be prompted to enter the 16-digit Control Number provided to you on your Notice of Internet Availability that you received for the 2024 Annual Meeting. The unique Control Number allows us to identify you as a stockholder and will enable you to securely log on, vote and submit questions during the 2024 Annual Meeting on the meeting website. Further instructions on how to attend and participate in the 2024 Annual Meeting via the Internet, including how to demonstrate proof of stock ownership, are available atwww.proxyvote.com.
Your vote is important. Whether or not you plan to attend the 2024 Annual Meeting, please vote your shares by promptly completing, signing and returning the enclosed proxy card. You may also vote your shares over telephone or the Internet in accordance with the instructions on the proxy card. Any stockholder attending the 2024 Annual Meeting may vote in person at the virtual meeting, even if you have already returned a proxy card or voting instruction card.
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be held on November 6, 2024: **This Notice of the 2024 Annual Meeting, the Proxy Statement, including the proxy card, and our 2023 Annual Report are available atwww.proxyvote.com.**You will need to use the control number appearing on your proxy card to vote via the Internet.
| BY ORDER OF THE BOARD OF DIRECTORS OF DOMINARI HOLDINGS INC. | |
|---|---|
| By: | /s/ Anthony Hayes |
| Anthony Hayes | |
| Chief Executive Officer and Chairman | |
| New York, NY | |
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT | 1 |
| Questions and Answers About the Meeting | 2 |
| Governance of the Company | 7 |
| Executive Compensation | 12 |
| Beneficial Ownership of our Capital Stock by Certain Beneficial Owners and Management | 20 |
| Certain Relationships and Related Transactions, and Director Independence | 22 |
| Report of the Audit Committee | 22 |
| Proposals | |
| Proposal No. 1: Election of Directors | 23 |
| Proposal No. 2: Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ended December 31, 2024 | 26 |
| Fees Paid to Auditor | 26 |
| Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors | 26 |
| Proposal No. 3: Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation | 27 |
| Proposal No. 4: Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Add an Exclusive Forum Provision | 29 |
| Other Business | 31 |
| Documents Incorporated by Reference | 31 |
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