Rocky Mountain Chocolate Factory Inc
For the period ended Aug 23, 2024. Filed Jun 28, 2024.
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Aug 23, 2024 · Filed Jun 28, 2024
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DEF 14A 1 rmcfd20240628_def14a.htm FORM 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 (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-l2 |
Rocky Mountain Chocolate Factory, 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 |
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 23, 2024
June 28,2024
The 2024 Annual Meeting of Stockholders of Rocky Mountain Chocolate Factory, Inc. (the “Annual Meeting”) will be held on Friday, August 23, 2024 at 10:00 a.m. (Mountain Time) virtually by live webcast athttps://meetnow.global/MAFTULCfor the following purposes:
| 1. | To elect five nominees named in this Proxy Statement as directors, each to hold office until the 2025 Annual Meeting of Stockholders and until their respective successors are elected and qualified; |
| 2. | To ratify the appointment of CohnReznick LLP as our independent registered public accounting firm for the fiscal year ending February 28, 2025; |
| 3. | To approve, on an advisory basis, the compensation of our named executive officers; |
| 4. | To approve the Rocky Mountain Chocolate Factory, Inc. 2024 Omnibus Incentive Compensation Plan; and |
| 5. | To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof. |
Stockholders of record of Rocky Mountain Chocolate Factory, Inc.’s common stock at the close of business on June 28, 2024 are entitled to vote at the Annual Meeting and any postponements or adjournments of the Annual Meeting.
This year’s Annual Meeting will be a virtual meeting only, and stockholders will not have the option of attending in person.There is no physical location for the Annual Meeting. The Company recognizes the importance of stockholders having the opportunity to visit the Company’s principal executive offices. As a result, the Company anticipates holding an Investor Day on September 12, 2024, where stockholders may visit the Company’s principal executive offices located at 265 Turner Drive, Durango, CO 81303. The Stockholders attending the Annual Meeting virtually will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visitinghttps://meetnow.global/MAFTULCand entering control number which can be found on your notice of the Annual Meeting, on your proxy card or on the instructions that accompanied your proxy materials. Stockholders attending the Annual Meeting are encouraged to pre-register athttps://meetnow.global/MAFTULCby 10:00 a.m. (Mountain Time), on Thursday, August 22, 2024 and log into the live webcast platform beginning at 9:45 a.m. (Mountain Time) on the Annual Meeting date. We would appreciate your early registration so that the Annual Meeting may start promptly at 10:00 a.m. (Mountain Time) on the Annual Meeting date.
If you plan to participate in the Annual Meeting, we request that you mark, date, sign and return your proxy in the enclosed self-addressed envelope as soon as possible so that your shares may be certain of being represented and voted at the meeting. Any proxy given by a stockholder may be revoked by that stockholder at any time prior to the voting of the proxy.
By order of the Board of Directors
/s/ Starlette B. Johnson
Starlette B. Johnson, Chair of the Board of Directors
June 28,2024
Important Notice Regarding Availability of Proxy Materials for the Annual Meeting: Our Annual Report on Form 10-K for the fiscal year ended February 29, 2024, Proxy Statement and Proxy Card are available athttps://www.envisionreports.com/RMCF.
Your vote is important. Please vote as promptly as possible electronically via the phone or Internet or by completing, signing, dating and returning the proxy card or voting instruction card.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.