Rocky Mountain Chocolate Factory Inc
For the period ended Aug 23, 2024. Filed Jun 28, 2024.
View on SEC.govAbout this filing
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 23, 2024 · Filed Jun 28, 2024
Contents
2024 PROXY STATEMENT SUMMARY
To assist you in reviewing this year’s proposals, we call your attention to the following proxy summary. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended February 29, 2024 in full carefully before voting.
2024 ANNUAL MEETING OF STOCKHOLDERS
| Date: | August 23, 2024 |
|---|---|
| Time: | 10 a.m. (Mountain Time) |
| Location: | This year’s Annual Meeting will be held entirely virtually. Stockholders will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting https://meetnow.global/MAFTULC |
| Record Date: | June 28, 2024 |
| Number of Shares of Common Stock Eligible to Vote as of the Record Date: | 6,341,595 |
VOTING MATTERS
| Board Recommendation · Page Reference (for more detail) | ||||
|---|---|---|---|---|
| Proposal 1: | Elect five Directors | ☒ | FOR EACH NOMINEE | 36 |
| Proposal 2: | Ratify the appointment of CohnReznick LLP as Independent Registered Public Accounting Firm for the 2025 Fiscal Year | ☒ | FOR | 37 |
| Proposal 3: | Approve, on an advisory basis, the compensation of our named executive officers | ☒ | FOR | 38 |
| Proposal 4: | Approve the Rocky Mountain Chocolate Factory, Inc. 2024 Omnibus Incentive Compensation Plan | ☒ | FOR | 39 |
OUR DIRECTOR NOMINEES
You are being asked to vote on these five directors. All directors are currently elected annually by a plurality of votes cast. Detailed information about each director’s background and areas of expertise can be found beginning on page 7.
| Director · Committee Membership | ||||||
|---|---|---|---|---|---|---|
| Name | Age | Since | Principal Occupation | AC | CC | NCGC |
| Jeffrey R. Geygan | 63 | 2021 | Interim Chief Executive Officer of Rocky Mountain Chocolate Factory, Inc. | |||
| Starlette B. Johnson | 61 | 2023 | Independent Consultant | CM | CM | CM |
| Charles B. Arnold | 47 | 2024 | Chief Financial Officer of Abernathey Holdings, LLC | C | ||
| Steven L. Craig | 69 | 2023 | Real Estate Developer | CM | C | CM |
| Mark O. Riegel | 44 | 2021 | President and Chief Executive Officer of FroDo Baking Company, LLC | CM | CM | C |
| AC | Audit Committee |
|---|
| CC | Compensation Committee |
|---|
| NCGC | Nominating and Corporate Governance Committee |
|---|
| C | Chair of Committee |
|---|
| CM | Committee Member |
|---|
CORPORATE GOVERNANCE SUMMARY FACTS
The following table summarizes our current Board structure and key elements of our corporate governance framework:
| Size of Board (set by the Board) | 5 |
|---|---|
| Number of Independent Directors | 4 |
| Independent Chairperson of the Board | Yes |
| Review of Independence of Board | Annual |
| Independent Directors Meet Without Management Present | Yes |
| Annual Director Elections | Yes |
| Voting Standard for Election of Directors | Plurality |
| Diversity of Board background, experience and skills | Yes |
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
265 Turner Drive
Durango, CO 81303
PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 23, 2024
This Proxy Statement, along with a proxy card,
is being made available to our stockholders beginning on or about June 28, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.