Super League Enterprise Inc
For the period ended Oct 20, 2025. Filed Oct 2, 2025.
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Oct 20, 2025 · Filed Oct 2, 2025
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DEF 14A 1 slgg20251002_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
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to 14a-12 |
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(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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October 2, 2025
Dear Fellow Stockholder:
You are cordially invited to attend the 2025 annual meeting of stockholders (the “Annual Meeting” or the “Meeting”) of Super League Enterprise, Inc. (the “Company”) to be held at 8 a.m., Pacific Daylight Time, on October 20, 2025. Details of the matters to be considered at the Meeting are included in the accompanying proxy statement (the “Proxy Statement”).
The Annual Meeting will be held via the Internet in a virtual format. Stockholders will be able to attend and submit questions during the Annual Meeting atwww.virtualshareholdermeeting.com/SLE2025. During the Meeting until polls are closed, you may vote by logging into the Annual Meeting using your stockholder information provided on the proxy card accompanying the Proxy Statement.
Details of the business to be conducted at the Annual Meeting are described in the Proxy Statement. We will begin mailing this Proxy Statement and all other related materials on or about October 20, 2025. We have also made a copy of our Annual Report on Form 10-K for the year ended December 31, 2024 (“Annual Report”) available with the Proxy Statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business.
Your vote is important, regardless of the number of shares you hold. Even if you do not plan to attend the Annual Meeting,please vote your shares as promptly as possible. Voting promptly will save the Company additional expense in soliciting proxies and will ensure that your shares are represented at the Meeting.
We look forward to your participation in the Annual Meeting by attending virtually or by submitting your proxy.
Sincerely,
Ann Hand
Executive Chair
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 20**, 2025**
To the Stockholders:
We are pleased to invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting” or the “Meeting”) of Super League Enterprise, Inc., a Delaware corporation (the “Company”), which takes place on October 20, 2025 at 8:00 a.m., Pacific Daylight Time. The Annual Meeting will be a virtual meeting, held on the Internet atwww.virtualshareholdermeeting.com/SLE2025 for the following purposes:
| 1. | to re-elect one of our current directors and elect our current President and Chief Executive Officer to serve as Class II directors until our 2028 annual meeting of stockholders, or until their respective successors are duly elected and qualified (“Proposal No. 1”); |
| 2. | to approve, for purposes of complying with the shareholder approval requirements of Nasdaq Listing Rule 5635(d), the full issuance of (i) up to $20,000,000 in shares of our common stock, par value $0.001 per share (“Common Stock”), at purchase prices to be determined at the time of such issuances and (ii) up to 300,000 shares of Common Stock underlying certain Pre-Funded Warrants at an exercise price of $0.001 per share issued as a commitment fee, in each case pursuant to an equity purchase agreement dated as of July 10, 2025 (“Proposal No. 2”); |
| 3. | to approve, for purposes of complying with the shareholder approval requirements of Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock to a certain accredited investor (“YP”) upon (i) conversion of a certain Senior Secured Convertible Note at an initial conversion price of $5.95 per share and (ii) the exercise of warrants to purchase Common Stock at an initial exercise price of $5.361 per share issued by us, in each case pursuant to the terms of that certain Securities Purchase Agreement, dated July 10, 2025, by and among the Company and YP (“Proposal No. 3”); |
| 4. | to approve, for purposes of complying with the shareholder approval requirements of Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of up to: (i) 20,000,000 shares of our Common Stock at a purchase price of $1.00 per share, (ii) warrants to purchase 29,200,000 shares of our Common Stock at an initial exercise price of $1.00 per share pursuant to the terms of a Securities Purchase Agreement, to be entered into by and among the Company and certain accredited investors, and (iii) placement agent warrants to purchase Common Stock, which, after giving effect to such issuances, will result in a change of control for purposes of the Nasdaq Listing Rules (“Proposal No. 4”); |
| 5. | if and only if Proposal No. 4 is approved, to approve, for purposes of complying with the shareholder approval requirements of Nasdaq Listing Rule 5635(d), the issuance of (i) up to 4,700,000 shares of Common Stock upon conversion of the Company’s Series C Convertible Preferred Stock, and (ii) warrants to purchase 2,000,000 shares of Common Stock at an initial exercise price of $1.00 per share, pursuant to an Exchange Agreement, which amount is in excess of 20% of our Common Stock currently issued and outstanding (“Proposal No. 5”); |
| 6. | if and only if Proposal No. 4 and Proposal No. 5 are approved, to approve, for purposes of complying with the requirements of Nasdaq Listing Rule 5635(d), the exercise of: (i) certain warrants to purchase up to 2,346,641 shares of Common Stock at an initial exercise price of $1.00 per share to be issued to the holders of the Company’s Series B Convertible Preferred Stock (the “Series B Warrants”), and the issuance of up to 2,346,641 shares of Common Stock underlying such Series B Warrants; and (ii) financial advisory warrants to purchase up to 350,000 shares of Common Stock at an initial exercise price of $1.00 per share (“Proposal No. 6”); |
| 7. | to approve the Third Amended and Restated Certificate of Incorporation of Super League Enterprise, Inc. (the “Charter”), amending and restating the Company’s Second Amended and Restated Certificate of Incorporation (the “Previous Charter”), which such amendments are being made to (i) increase the number of shares of authorized Common Stock from 400,000,000 shares to 750,000,000 shares; and (ii) to grant certain rights to stockholders of our preferred stock (“Preferred Stockholders”) such that Preferred Stockholders have the power to amend their respective preferred stock certificates of designations (“COD”) without further approval from other classes of stock, subject to applicable law (“Proposal No. 7”); |
| 8. | to approve an amendment to our 2025 Omnibus Equity Incentive Plan (“2025 Plan”) to increase the number of shares of Common Stock available for issuance under the 2025 Plan, to 25% of the number of issued and outstanding shares of Common Stock, including Preferred Stock on an “as-converted” basis, immediately following the close of the transactions contemplated in Proposals No. 4, 5, and 6 (“Proposal No. 8”); |
| 9. | to ratify the appointment of Withum Smith + Brown, PC as our independent auditors for the fiscal year ending December 31, 2025 (“Proposal No. 9”); |
| 10. | to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the re-election of our current directors to serve as Class II directors until our 2028 annual meeting of stockholders and to approve Proposals No. 2, 3, 4, 5, 6, 7, 8, and 9 (“Proposal No. 10”); and |
| 11. | to vote upon such other matters as may properly come before the Meeting or any adjournment or postponement of the Meeting. |
The foregoing proposals are more fully described in the accompanying Proxy Statement, which forms a part of this Notice of Annual Meeting of Stockholders.
Beginning on or about October 2, 2025, we mailed copies of this Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) and other related materials to stockholders entitled to receive notice of and to vote at the Meeting. Please refer to these materials for instructions regarding virtual attendance at the Annual Meeting and how to submit your vote for the proposals described in this Proxy Statement. The Proxy Statement and the Annual Report are available online at: www.proxyvote.com.
The close of business on September 29, 2025 (the “Record Date”) has been fixed as the Record Date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. Only holders of our outstanding Common Stock, and holders of our outstanding preferred stock, par value $0.001 per share, including our Series AA Convertible Preferred Stock, Series AAA Convertible Preferred Stock, Series AAA-2 Convertible Preferred Stock, Series AAA Junior Convertible Preferred Stock, Series AAA-2 Junior Convertible Preferred Stock, Series AAAA Junior Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the “Preferred Stock”), as of the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting.
A complete list of stockholders entitled to vote at the Annual Meeting will be available for examination by any of our stockholders for purposes pertaining to the Annual Meeting at our corporate offices, located at 2450 Colorado Avenue, Suite 100E, Santa Monica, California 90404, during normal business hours for a period of ten days prior to the Annual Meeting, and at the Annual Meeting.
**Whether or not you expect to attend the virtual Annual Meeting, we urge you to vote your shares as promptly as possible by Internet or telephone so that your shares may be represented and voted at the Annual Meeting.**If your shares are held in the name of a bank, broker or other fiduciary, please follow the instructions on the voting instruction card furnished by the record holder.
Our Board of Directors recommends that you vote“FOR”each of the Class II director nominees identified in Proposal No. 1, and“FOR”Proposals No. 2, 3, 4, 5, 6, 7, 8, 9, and 10. Each of these Proposals are described in detail in the Proxy Statement.
**COPIES OF THE ANNUAL REPORT AND PROXY STATEMENT ARE AVAILABLE ONLINE AT:**WWW.PROXYVOTE.COM
By Order of the Board of Directors,
Ann Hand
Executive Chair
Santa Monica, California
October 2, 2025
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Directors (“Board”) of Super League Enterprise, Inc., a Delaware corporation (the “Company”), for use at the Company’s 2025 annual meeting of stockholders (the “Annual Meeting” or the “Meeting”). The Meeting will take place exclusively in a virtual meeting format on October 20, 2025, at 8:00 a.m., Pacific Daylight Time, and will be held via the Internet at: www.virtualshareholdermeeting.com/SLE2025.
Beginning on or about September 2, 2025, we mailed copies of this Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) and other related materials to stockholders entitled to receive notice of and to vote at the Meeting. Please refer to these materials for instructions regarding virtual attendance at the Annual Meeting and how to submit your vote for the proposals described in this Proxy Statement.
This Proxy Statement and the Annual Report can also be accessed free of charge online as of October 2, 2025 at: www.proxyvote.com.
Voting
The specific proposals to be considered and acted upon at the Annual Meeting are each described in this Proxy Statement. Only holders of our outstanding common stock, par value $0.001 per share (“Common Stock”), and holders of our outstanding preferred stock, including our Series AA Convertible Preferred Stock (the “AA Preferred”), Series AAA Convertible Preferred Stock (the “AAA Preferred”), Series AAA-2 Convertible Preferred Stock (the “AAA-2 Preferred”), Series AAA Junior Convertible Preferred Stock (the “AAA Jr. Preferred), Series AAA-2 Junior Convertible Preferred Stock (the “AAA-2 Jr. Preferred”), Series AAAA Junior Convertible Preferred Stock (the “AAAA Jr. Preferred”), and Series B Convertible Preferred Stock (the “Series B Preferred”), each series of preferred stock having a par value of $0.001 per share (collectively, the “Preferred Stock”), as of the close of business on September 29, 2025 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were the following shares of Preferred Stock outstanding: (i) 128 shares of Series AA Preferred; (ii) 95 shares of Series AAA Preferred; (iii) 45 shares of Series AAA-2 Preferred; (iv) 5 shares of Series AAA Jr. Preferred; (v) 10 shares of Series AAA-2 Jr. Preferred; (vi) 2,135,549 shares of Series AAAA Preferred; and (vii) 16,143 shares of Series B Preferred.
Each holder of the Company’s voting securities is entitled, to the extent such voting securities are held by such holder on the Record Date, to: (i) one vote for each share of Common Stock held; (ii) 14 votes for each share of AA Preferred held; (iii) 50 votes for each share of AAA Preferred held; (iv) 49 votes for each share of AAA-2 Preferred held; (v) 67 votes for each share of AAA Jr. Preferred; (vi) 67 votes for each share of Series AAA-2 Jr. Preferred; (vii) .20 of a vote for each share of Series AAAA Jr. Preferred; and (viii) 143 votes for each share of Series B Preferred. Holders of Preferred Stock vote together with the Common Stock on an as-converted basis. As of the Record Date, outstanding shares represented 4,192,077 votes, consisting of 1,441,304 votes attributable to Common Stock and, after giving effect to the beneficial ownership limitations of our Preferred Stock, 2,750,773 votes attributable to Preferred Stock.
Quorum
In order for any business to be conducted at the Annual Meeting, a quorum must be present. The presence at the Annual Meeting, either by virtual attendance or by proxy, of the holders of shares of stock having at least one-third (1/3) majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting will constitute a quorum for the transaction of business. If you submit a properly executed proxy, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of establishing a quorum. Shares that constitute broker non-votes will also be counted as present at the Annual Meeting for the purpose of establishing a quorum. If a quorum is not present at the scheduled time of the Annual Meeting, the stockholders who are present may adjourn the Annual Meeting until a quorum is present. The time and place of the adjourned Annual Meeting will be announced at the time the adjournment is taken, and no other notice will be given. An adjournment will have no effect on the business that may be conducted at the Annual Meeting.
Attendance at the Annual Meeting
We will host the virtual Meeting live online, via Internet webcast. You may attend the Meeting virtually by visitingwww.virtualshareholdermeeting.com/SLE2025. The Internet webcast will start at 8:00 a.m., Pacific Daylight Time, on October 20, 2025.
To access the virtual Meeting, please go towww.virtualshareholdermeeting.com/SLE2025. You will have the option to log in to the virtual Meeting as a “Stockholder” with a control number or as a “Guest.” If you are a stockholder of record as of the Record Date, you may log in as a “Stockholder” using the control number and password for the Meeting, both of which can be found on your proxy card. If you are not a stockholder of record, but hold shares through an intermediary, such as a bank or broker, trustee or nominee (sometimes referred to as holding in “street name”), you may attend the Meeting as “Guest” by entering your name and email address. As a “Guest”, you will have access to the Meeting materials and will be able to ask questions during the Meeting, but you will not be able to vote during the Meeting.
If you hold your shares through an intermediary, such as a bank or broker, and you desire to vote during the Meeting, you must register in advance to attend the Meeting as a “Stockholder”. To register to attend the virtual Meeting as a “Stockholder”, you must provide proof of beneficial ownership as of the Record Date, such as an account statement, legal proxy from your broker, or similar evidence of ownership along with your name and email address to Issuer Direct.
Whether you attend the Meeting as a “Stockholder” or as a “Guest”, please allow yourself ample time for the online check-in procedures.
Questions at the Annual Meeting
By accessingwww.virtualshareholdermeeting.com/SLE2025 on the Internet, our stockholders will be able to submit questions in writing in advance of or during the Meeting, vote, view the Meeting procedures, and obtain copies of proxy materials. Stockholders will need their unique control number which appears on the proxy card accompanying this Proxy Statement and the instructions that accompanied the proxy materials.
Voting
If you are a stockholder of record as of the Record Date, there are four ways you can vote:
| 1. | By the Internet: If you are a stockholder as of the Record Date, you may vote over the Internet by following the instructions provided on your proxy card. |
| 2. | By Telephone: You may vote by telephone by following the instructions on your proxy card. |
| 3. | By Postal Mail: If you requested printed copies of proxy materials and are a stockholder as of the Record Date, you may vote by mailing your proxy as described in the proxy materials. |
| 4. | During the Meeting: You will have the ability to attend the virtual Meeting and vote online via the Internet during the Meeting. The Meeting will be a virtual only meeting and can be accessed on the Internet at www.virtualshareholdermeeting.com/SLE2025. Submitting a proxy will not prevent a stockholder from attending the Meeting virtually, revoking an earlier-submitted proxy in accordance with the process outlined below and voting online during the Meeting. |
In order to be counted, proxies submitted electronically by telephone or the Internet must be received by 11:59 p.m., Eastern Daylight Time, on October 19, 2025. Proxies submitted by postal mail must be received before the start of the virtual Meeting.
If you hold your shares through a bank or broker, please follow their instructions.
Required Vote for Approval
The vote required for each proposal and the treatment and effect of abstentions and broker non-votes with respect to each proposal is as follows:
| No. | Proposal | Vote Required |
| 1. | Election of the two Class II director nominees named in this Proxy Statement, each for a term to conclude at the 2028 annual meeting of stockholders. | The two Class II director nominees who receive the greatest number of votes cast “FOR” at the Annual Meeting by the shares present, either in person or by proxy, and entitled to vote, will be elected to serve on our Board of Directors until our 2028 annual meeting of stockholders, or until her or his successor is duly elected and qualified. |
| 2. | To approve the issuance of (i) up to $20,000,000 in shares of our Common Stock at purchase prices to be determined as of the time of such issuances, and (ii) up to 300,000 shares of Common Stock underlying certain Pre-Funded Warrants at an exercise price of $0.001 per share, in each case issuable pursuant to the Equity Purchase Agreement, in order to comply with Listing Rule 5635(d) of the Nasdaq Capital Market (“Nasdaq”) (“Proposal No. 2”). | Affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Meeting and entitled to vote on the subject matter. This means that the votes cast by the stockholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal. If a stockholder votes to “ABSTAIN,” it has the same effect as a vote “AGAINST.” Broker non-votes will have no effect on the outcome of this proposal. |
| 3. | To approve, for purposes of complying with the shareholder approval requirements of Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock to a certain accredited investor (“YP”) upon (i) conversion of a certain Senior Secured Convertible Note (the “Convertible Note”) at an initial conversion price of $5.95 per share, and (ii) the exercise of warrants to purchase Common Stock issued by us (the “YP Warrants”) at an initial exercise price of $5.361 per share, in each case pursuant to the terms of that certain Securities Purchase Agreement (the “YP Purchase Agreement”), dated July 10, 2025, by and among the Company and YP (“Proposal No. 3”). | Affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Meeting and entitled to vote on the subject matter. This means that the votes cast by the stockholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal. If a stockholder votes to “ABSTAIN,” it has the same effect as a vote “AGAINST.” Broker non-votes will have no effect on the outcome of this proposal. |
| 4. | to approve, for purposes of complying with the shareholder approval requirements of Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of up to: (i) 20,000,000 shares of our Common Stock (the “PIPE Common Shares”) at a purchase price of $1.00 per share, (ii) warrants to purchase 29,200,000 shares of our Common Stock at an initial exercise price of $1.00 per share (the “PIPE Warrants”) pursuant to the terms of a Securities Purchase Agreement (the “PIPE Purchase Agreement”), to be entered into by and among the Company and certain accredited investors, and (iii) placement agent warrants to purchase Common Stock, which, after giving effect to such issuances, will result in a change of control for purposes of Nasdaq rules (“Proposal No. 4”). | Affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Meeting and entitled to vote on the subject matter. This means that the votes cast by the stockholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal. If a stockholder votes to “ABSTAIN,” it has the same effect as a vote “AGAINST.” Broker non-votes will have no effect on the outcome of this proposal. |
| 5. | if and only if Proposal No. 4 is approved, to approve, for purposes of complying with the shareholder approval requirements of Nasdaq Listing Rule 5635(d), the issuance of (i) up to 4,700,000 shares of Common Stock upon conversion of the Company’s Series C Convertible Preferred Stock, and (ii) warrants to purchase 2,000,000 shares of Common Stock at an initial exercise price of $1.00 per share, pursuant to an Exchange Agreement, which amount is in excess of 20% of our Common Stock currently issued and outstanding (“Proposal No. 5”). | Affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Meeting and entitled to vote on the subject matter. This means that the votes cast by the stockholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal. If a stockholder votes to “ABSTAIN,” it has the same effect as a vote “AGAINST.” Broker non-votes will have no effect on the outcome of this proposal. |
| 6. | if and only if Proposal No. 4 and Proposal No. 5 are approved, to approve, for purposes of complying with the requirements of Nasdaq Listing Rule 5635(d), (i) the exercise of certain warrants to purchase 2,346,641 shares of Common Stock at an initial exercise price of $1.00 per share to be issued to the holders of the Company’s Series B Convertible Preferred Stock; and (ii) financial advisory warrants to purchase up to 350,000 shares of Common Stock at an initial exercise price of $1.00 per share (“Proposal No. 6”). | Affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Meeting and entitled to vote on the subject matter. This means that the votes cast by the stockholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal. If a stockholder votes to “ABSTAIN,” it has the same effect as a vote “AGAINST.” Broker non-votes will have no effect on the outcome of this proposal |
| 7. | to approve our Third Amended and Restated Certificate of Incorporation (the “Charter”), which amends our Second Amended and Restated Certificate of Incorporation: (i) to increase the number of shares of authorized Common Stock from 400,000,000 shares to 750,000,000 shares; and (ii) to grant certain rights to stockholders of our preferred stock (“Preferred Stockholders”) such that Preferred Stockholders have the power to amend their respective preferred stock certificates of designations (“COD”) without further approval from other classes of stock, subject to applicable law (“Proposal No. 7”). | Affirmative vote of the holders of a majority of our outstanding voting securities on an as-converted basis (meaning that of the outstanding voting securities, voting on an as-converted basis, a majority of such securities must be voted “FOR” the proposal to be approved). Abstentions and broker non-votes will have the effect of a vote “AGAINST” this proposal. |
| 8. | to approve an amendment to our 2025 Omnibus Equity Incentive Plan (“2025 Plan”) to increase the number of shares of Common Stock available for issuance under the 2025 Plan to 25% of the number of issued and outstanding shares of Common Stock, including Preferred Stock on an “as-converted” basis, immediately following the close of the transactions contemplated in Proposals No. 4, 5, and 6 (“Proposal No. 8”). | Affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Meeting and entitled to vote on the subject matter. This means that the votes cast by the stockholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal. If a stockholder votes to “ABSTAIN,” it has the same effect as a vote “AGAINST.” Broker non-votes will have no effect on the outcome of this proposal. |
| 9. | To ratify the appointment of Withum Smith + Brown, PC as our independent auditors for the fiscal year ending December 31, 2025 (“Proposal No. 9”). | Affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Meeting and entitled to vote on the subject matter. This means that the votes cast by the stockholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal. If a stockholder votes to “ABSTAIN,” it has the same effect as a vote “AGAINST.” Broker non-votes will have no effect on the outcome of this proposal. |
| 9. | To approve an adjournment of the Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Meeting to approve the election of the two Class II Directors and approve Proposals Nos. 2, 3, 4, 5, 6, 7, 8, and 9 (“Proposal No. 10”). | Affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Meeting and entitled to vote on the subject matter. This means that the votes cast by the stockholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal. If a stockholder votes to “ABSTAIN,” it has the same effect as a vote “AGAINST.” Broker non-votes will have no effect on the outcome of this proposal. |
Abstentions and Broker Non-Votes
An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that it wishes to abstain from voting its shares, or if a broker, bank or other nominee holding its customers’ shares of record causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the Annual Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes “AGAINST” a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the voting power present and entitled to vote at the Annual Meeting. Abstaining from voting for Proposal Nos. 2, 3, 4, 5, 6, 7, 8, 9, and 10 will have the same effect as a vote “AGAINST” such proposals.
A broker non-vote occurs when the beneficial owner of shares fails to provide the broker, bank or other nominee that holds the shares with specific instructions on how to vote on any “non-routine” matters brought to a vote at the stockholders meeting. In this situation, the broker, bank or other nominee will not vote on the “non-routine” matter. Broker non-votes are counted for purposes of determining whether a quorum is present and have no effect on the outcome of the matters voted upon.
Note that if you are a beneficial holder, brokers and other nominees will be entitled to vote your shares on “routine” matters without instructions from you. The ratification of the independent registered public accountants, for example, is a routine proposal. As brokers and other nominees may not vote on “non-routine” proposals, a broker or other nominee will not be entitled to vote your shares on any “non-routine” matters, absent instructions from you. “Non-routine” matters include Proposal Nos. 1, 2, 3, 4, 5, 6, 7, 8, and 10. Accordingly, we encourage you to provide voting instructions to your broker or other nominee, regardless of whether or not you plan to attend the meeting.
Voting and Revocation of Proxies
If your proxy is properly returned to the Company, the shares represented thereby will be voted at the Annual Meeting in accordance with the instructions specified thereon. If you return your proxy without specifying how the shares represented thereby are to be voted, the proxy will be voted (i)FORProposal No. 1; (ii)FORProposal No. 2; (iii)FORProposal No. 3; (iv)FORProposal No. 4; (v)FORProposal No. 5; (vi)FORProposal No. 6; (vii)FORProposal No. 7; (viii)FORProposal No. 8; (ix)FORProposal No. 9; and (x)FORProposal No. 10 in the discretion of the proxy holders on any other matter that may properly come before the Annual Meeting or any adjournment or postponement thereof.
You may revoke or change your proxy at any time before the Annual Meeting by filing, with our Corporate Secretary at our principal executive offices, located at 2450 Colorado Avenue, Suite 100E, Santa Monica, California 90404, a notice of revocation or another signed proxy with a later date. You may also revoke your proxy by attending the Annual Meeting and voting virtually. Attendance at the virtual Annual Meeting alone will not revoke your proxy. If you are a stockholder whose shares are not registered in your own name, you will need additional documentation from your broker or record holder to vote personally at the virtual Annual Meeting.
No Appraisal Rights
The stockholders of the Company have no dissenter’s or appraisal rights in connection with any of the proposals described herein.
Solicitation
We will bear the entire cost of solicitation, including the preparation, printing and mailing of the Proxy Statement, Annual Report and related materials, and any other solicitation materials or services we may use in connection with the virtual Meeting or any adjournment thereof, as well as the preparation and posting of all proxy materials furnished to the stockholders in connection with the Meeting or any adjournment thereof.
Copies of any solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward the solicitation materials to such beneficial owners. In addition, we may reimburse such persons for their costs in forwarding the solicitation materials to such beneficial owners. The original solicitation of proxies may be supplemented by a solicitation, by telephone, email or other means, by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.