FORUM MARKETS Inc
For the period ended Aug 19, 2026. Filed Jul 8, 2026.
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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.
Aug 19, 2026 · Filed Jul 8, 2026
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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
(Amendment No. )
| 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 |
(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 |
2875 South Ocean Boulevard, Suite 100
Palm Beach, Florida 33480
July 8, 2026
To Our Stockholders:
The Board of Directors (the “Board of Directors”) and officers of Forum Markets, Incorporated, a Delaware corporation (the “Company”), join us in extending to you a cordial invitation to attend the 2026 Annual Meeting of Stockholders, which we refer to as the “Annual Meeting” or the “meeting”, to be held (subject to postponement(s) or adjournment(s) thereof):
| Date: | Wednesday, August 19, 2026 |
|---|---|
| Time: | 10:00 a.m. Eastern Time |
| Virtual Meeting Site: | www.virtualshareholdermeeting.com/FRMM2026 |
You will not be able to attend the Annual Meeting physically. The Annual Meeting will be held via a live webcast on the Internet. Stockholders may attend, vote and submit questions during the Annual Meeting via the Internet by logging in atwww.virtualshareholdermeeting.com/FRMM2026, with the 16-digit control number found on your notice card, proxy card, or voting instruction form, and thereafter following the instructions to join the virtual meeting. In addition to voting by submitting your proxy card prior to the Annual Meeting and/or voting online or by telephone as discussed herein, you also will be able to vote your shares electronically during the Annual Meeting with your 16-digit control number. Details regarding the business to be conducted are more fully described in the accompanying Notice of Internet Availability of Proxy Materials (the “Notice”).
The Notice is also available atwww.proxyvote.com. This website also includes copies of our Annual Report on Form 10-K for the year ended December 31, 2025, which we refer to as the “2025 Annual Report.” Stockholders may also request a copy of the Proxy Statement and the 2025 Annual Report by contacting our main office at (561) 486-8198.
In connection with the Annual Meeting, you will be asked to consider and vote on certain proposals, which are more fully described in the accompanying Proxy Statement. Whether or not you plan to attend the Annual Meeting, we urge you to read the Proxy Statement (and any documents incorporated into the Proxy Statement by reference) and consider such information carefully before voting. The attached Notice describes the business to be considered and acted upon by the stockholders at the Annual Meeting. Please review these materials and vote your shares. Stockholders may vote prior to the meeting atwww.proxyvote.com.
Your vote is very important. Even if you plan to attend the Annual Meeting, if you are a holder of record of voting stock please submit your proxy card by mail, Internet or telephone as soon as possible to make sure that your shares are represented at the Annual Meeting. If you hold your shares of Company stock in “street name” through a bank, broker, or other nominee, you must vote in accordance with the voting instructions provided to you by such bank, broker, or other nominee, which include instructions for voting by Internet or telephone.
Our Board of Directors encourages your participation in Forum Markets, Incorporated’s electoral process and, to that end, solicits your proxy with respect to the matters described in the Notice.
We look forward to your participation in the Annual Meeting on August 19, 2026 by attending via remote communications or by submitting your proxy. Your vote and participation in our governance is very important to us.
Sincerely,
/s/ McAndrew Rudisill
McAndrew Rudisill
Chief Executive Officer and Executive Chairman of the Board of Directors
2875 South Ocean Boulevard, Suite 100
Palm Beach, Florida 33480
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 19, 2026
To the Stockholders of Forum Markets, Incorporated:
We are pleased to provide you notice of, and to invite you to attend, the 2026 Annual Meeting of Stockholders of Forum Markets, Incorporated, a Delaware corporation (“Forum”, the “Company”, “we” and “us”), which will be held on Wednesday, August 19, 2026, at 10:00 a.m., Eastern Time (subject to postponement(s) or adjournment(s) thereof), which we refer to as the “Annual Meeting”, or the “meeting”. The meeting will be held virtually via live audio webcast atwww.virtualshareholdermeeting.com/FRMM2026. See also “Instructions For The Virtual Annual Meeting”, beginning on page 1. The Annual Meeting is being held for the following purposes:
| 1. | To elect three Class II directors to the Board of Directors (the “Board of Directors”) each to serve a term of two years and until their respective successors have been elected and qualified, or until such director’s resignation or removal. The Board of Directors has nominated for re-election the following incumbent Class II directors: McAndrew Rudisill, Ryan Smith and Jason New. |
| 2. | To approve an advisory resolution on Named Executive Officer compensation. The Board of Directors recommends that you approve and ratify executive compensation. |
| 3. | To ratify the appointment of M&K CPAS, PLLC (“M&K CPAS”), an independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2026. The Board of Directors recommends that you approve and ratify the appointment of M&K CPAS as the Company’s independent auditors for the fiscal year ending December 31, 2026. |
| 4. | To transact such other business as may properly come before the Annual Meeting, or any adjournments or postponements thereof. |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR ALL” FOR PROPOSAL ONE AND “FOR” PROPOSALS TWO THROUGH FOUR.
Any action may be taken on any one of the foregoing proposals at the meeting on the date specified above or on any date or dates to which the meeting may be postponed or adjourned. We do not expect to transact any other business at the Annual Meeting. Our Board of Directors has fixed the close of business on June 24, 2026, as the record date (the “Record Date”) for determining those stockholders entitled to vote at the Annual Meeting and any adjournment or postponement thereof.
To attend the Annual Meeting, you must be a stockholder on the Record Date and have previously registered to attend the meeting. Register to attend the Annual Meeting on or before 12:00 p.m., Eastern Time on August 18, 2026 by visiting www.ProxyVote.com and selecting “Attend a Meeting” after you enter the 16-digit control number found on your proxy card, voting instruction form or the Notice. You will receive a confirmation email with information on how to attend the meeting. After you have registered, you will be able to participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/FRMM2026 and entering the same 16-digit control number you used to pre-register. Beneficial stockholders should follow the instructions provided on the voting instruction form, email or Notice provided by your broker, bank or other nominee. Accordingly, only stockholders of record at the close of business on the Record Date that have registered to attend the Annual Meeting are entitled to notice of, and to vote at, the Annual Meeting.
We cordially invite you to attend the Annual Meeting. However, to ensure your representation at the Annual Meeting, please authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card or voting instruction card. Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card. This will not prevent you from voting at the meeting, but will help to secure a quorum and avoid added solicitation costs. If your shares are held in “street name” by your broker or other nominee, only that holder can vote your shares and the vote cannot be cast unless you provide instructions to your broker. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Your proxy may be revoked at any time before it is voted.
On or about July 8, 2026, we expect to mail to our stockholders a Notice containing instructions on how to access both the Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”). The Notice will also contain instructions on how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail. The Proxy Statement and our 2025 Annual Report can be accessed at the following internet address:www.proxyvote.com. All you have to do is enter the 16-digit control number located in the Notice, or on your Proxy Card or Voting Instruction Form.
Even if you plan to attend the Annual Meeting, we request that you submit a proxy by following the instructions on your Proxy Card as soon as possible and thus ensure that your shares will be represented at the Annual Meeting if you are unable to attend.
If you have any questions or require any assistance with voting your shares, please contact our proxy agent, Innisfree M&A Incorporated. Stockholders may call Innisfree M&A Incorporated toll free at (877) 750-8310 and banks and brokers may call collect at (212) 750-5833.
By Order of the Board of Directors:
/s/ McAndrew Rudisill
McAndrew Rudisill
Chief Executive Officer and Executive Chairman of the Board of Directors
Palm Beach, Florida
July 8, 2026
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ASK YOU TO VOTE BY TELEPHONE, MAIL OR ON THE INTERNET USING THE INSTRUCTIONS ON THE PROXY CARD.
TABLE OF CONTENTS
| Page | |
|---|---|
| General Information | 1 |
| Information Contained in this Proxy Statement | 1 |
| Instructions For The Virtual Annual Meeting | 1 |
| Questions During the Annual Meeting | 1 |
| Technical Difficulties or Trouble Accessing the Virtual Meeting Website or Voting Your Shares | 2 |
| Record Date and Shares Entitled to Vote | 2 |
| Voting Process | 2 |
| Providing and Revoking Proxies | 3 |
| Meeting Time and Location: Virtual Annual Meeting | 3 |
| Conduct at the Meeting | 3 |
| Voting Requirements for Each of the Proposals | 4 |
| Quorum | 4 |
| Board of Directors Voting Recommendations | 4 |
| Mailing Costs and Solicitation of Proxies | 5 |
| Inspector of Voting | 5 |
| Stockholders Entitled to Vote at the Meeting | 5 |
| Voting Instructions | 5 |
| Confidential Voting | 5 |
| Stockholder of Record and Shares Held in Brokerage Accounts | 5 |
| Multiple Stockholders Sharing the Same Address | 6 |
| Voting Results | 6 |
| Company Mailing Address | 6 |
| Other Matters | 6 |
| Background of the Company | 7 |
| Definitions | 7 |
| Forward-Looking Statements and Website Links | 8 |
| Incorporation by Reference | 8 |
| References to Additional Information | 8 |
| Voting Rights and Principal Stockholders | 9 |
| Security Ownership of Certain Beneficial Owners and Management | 9 |
| Change of Control | 11 |
| Corporate Governance | 12 |
| Risk Oversight | 12 |
| Family Relationships | 13 |
| Other Directorships | 13 |
| Involvement in Certain Legal Proceedings | 13 |
| Board of Directors Committee Membership | 13 |
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| Audit Committee | 14 |
|---|---|
| Compensation Committee Interlocks and Insider Participation | 15 |
| Nominating and Corporate Governance Committee | 15 |
| Website Availability of Documents | 16 |
| Stockholder Communications with the Board of Directors | 16 |
| Lead Independent Director | 16 |
| Executive Sessions of the Board of Directors | 17 |
| Code of Ethics | 17 |
| Rule 10b5-1 Trading Plans | 17 |
| Insider Trading/Anti-Hedging Policies | 17 |
| Audit Committee Report | 19 |
| Information About Our Executive Officers and Directors | 20 |
| Executive Officers | 20 |
| Classified Board of Directors | 20 |
| Director Nominees | 21 |
| Continuing Directors | 22 |
| Executive and Director Compensation | 24 |
| Summary Compensation Table | 24 |
| Current Executive Compensation Agreements | 25 |
| Prior Compensation Agreements | 26 |
| Prior Material Consulting Agreements | 28 |
| Service Agreement with Prof. Sir Marc Feldmann (former Co-Executive Chairman) (Terminated) | 28 |
| Consultancy Agreement and Consulting Agreement with Prof. Lawrence Steinman (Terminated) | 29 |
| Pay Versus Performance | 30 |
| Relationship Between “Compensation Actually Paid” and Performance | 33 |
| Compensation Actually Paid and Net Loss | 34 |
| Compensation Actually Paid and Cumulative TSR | 34 |
| Outstanding Equity Awards at Fiscal Year End | 35 |
| Potential Payments Upon Termination | 35 |
| Director Compensation | 36 |
| Board of Director Fees | 37 |
| Release Agreement | 37 |
| Accelerated Vesting of February 2025 RSU Awards | 37 |
| June 2025 Option Grants | 37 |
| June 2025 Restricted Stock Awards | 38 |
| Equity Compensation Plan Information | 38 |
| 2022 Omnibus Incentive Plan | 39 |
| 2025 Option Incentive Plan | 39 |
| 2025 Supplemental Option Incentive Plan | 40 |
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| 2025 Second Supplemental Option Incentive Plan | 40 |
|---|---|
| 2025 Omnibus Incentive Plan | 40 |
| Certain Relationships and Related Party Transactions | 41 |
| Voting Agreements | 41 |
| Conversion of Series B Convertible Preferred Stock | 42 |
| Elray and Luxor Settlement Agreement | 42 |
| Resignation of Stephen H. Shoemaker | 43 |
| McAndrew Rudisill Related Entities | 43 |
| Registration Rights Agreement | 44 |
| Convertible Promissory Notes | 45 |
| Transactions with Zippy | 45 |
| Asset Management Agreement | 45 |
| Accounts Payable - Related Parties | 46 |
| Accelerated RSU Vesting, RSU Grants and Option Grants | 46 |
| Prior Related Party Litigation | 46 |
| Indemnification Agreements | 50 |
| Related Party Transaction Policy | 50 |
| Delinquent Section 16(a) Reports | 51 |
| Proposal 1 Election of Directors | 52 |
| Proposal 2 Approval of an Advisory Resolution on Named Executive Officer Compensation | 53 |
| Proposal 3 Ratification of Appointment of Auditors | 54 |
| Other Matters | 56 |
| Proposals for 2027 Annual Meeting of Stockholders and 2027 Proxy Materials | 56 |
| Additional Filings | 57 |
| Other Matters to be Presented at the Annual Meeting | 57 |
| Interest of Certain Persons in or Opposition to Matters to Be Acted Upon: | 57 |
| Company Contact Information | 57 |
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PROXY STATEMENT
FOR 2026 ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.