Edible Garden AG Inc
For the period ended Jul 2, 2024. Filed Jul 2, 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.
Jul 2, 2024 · Filed Jul 2, 2024
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DEF 14A 1 edbl_def14a.htm 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 Registrant | ☒ |
|---|---|
| Filed by Party other than 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 Materials under §240.14a-12 |
Edible Garden AG Incorporated
(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 the appropriate box): | |
|---|---|
| ☒ | 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 |
EDIBLE GARDEN AG INCORPORATED
283 County Road 519
Belvidere, New Jersey 07823
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AUGUST 21, 2024
To the Stockholders of Edible Garden AG Incorporated:
We would like to invite you to attend an annual meeting of stockholders (the “Annual Meeting”) of Edible Garden AG Incorporated (the “Company,” “we,” “us,” or “our”), which will be held on Wednesday, August 21, 2024 at 10 a.m. Eastern Time. The Annual Meeting will be conducted as a virtual meeting of stockholders via a live webcast. We believe that hosting a virtual meeting will enable greater stockholder participation from any location. Our Board of Directors has fixed the close of business on June 27, 2024 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement of the Annual Meeting.
The Annual Meeting is being held for the following purposes, as more fully described in the accompanying proxy statement:
| 1. | To elect four director nominees named in the proxy statement as directors for a one-year term and until their successors have been duly elected and qualified; |
| 2. | To ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| 3. | To approve an amendment to the Company’s 2022 Equity Incentive Plan to authorize additional shares of common stock for issuance under the plan; and |
| 4. | To approve any adjournment of the Annual Meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of Proposal One, Proposal Two, and/or Proposal Three if there are not sufficient votes at the time of the Annual Meeting to adopt Proposal One, Proposal Two and/or Proposal Three or to establish a quorum. |
We will also consider and act upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.
To participate in the Annual Meeting virtually via the Internet, please visitwww.proxydocs.com/EDBL. In order to attend via live webcast, you must register in advance atwww.proxydocs.com/EDBL prior to the deadline of August 20, 2024 at 5:00 p.m. Eastern Time. After you register, you will receive an email with instructions about attending the Annual Meeting, including a unique link to access the Annual Meeting.You will not be able to attend the Annual Meeting in person.
Whether or not you expect to attend via live webcast, your vote is important. The Board of Directors respectfully requests that you vote your stock, regardless of the number of shares you own, in the manner described in the proxy statement. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the Annual Meeting.
Our Board of Directors recommends a voteFOR each of the director nominees included in Proposal One and a voteFOR Proposals Two, Three and Four. For ten days prior to the meeting, a complete list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose relating to the meeting, during ordinary business hours at our principal offices located at 283 County Road 519, Belvidere, New Jersey 07823.
By Order of the Board of Directors:
/s/ James E. Kras
James E. Kras
Chairman, Chief Executive Officer, and President
Belvidere, New Jersey
July 2, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON AUGUST 21, 2024
We are following the Securities and Exchange Commission’s “e-proxy” rules that allow public companies to furnish proxy materials to shareholders over the Internet. Instead of a physical copy, you have received a Notice of Internet Availability of Proxy Materials, which provides instructions on how to view our proxy materials for the Annual Meeting over the Internet, how to vote, and how to request a printed copy of the proxy materials. www.proxydocs.com/EDBL
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| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 1 |
|---|---|
| PROPOSAL ONE: ELECTION OF DIRECTORS | 7 |
| CORPORATE GOVERNANCE MATTERS | 9 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 12 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 14 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 15 |
| PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 17 |
| PROPOSAL THREE: APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2022 EQUITY INCENTIVE PLAN | 18 |
| PROPOSAL FOUR: APPROVAL OF AN ADJOURNMENT OF THE ANNUAL MEETING | 25 |
| STOCKHOLDER PROPOSALS | 26 |
| STOCKHOLDER COMMUNICATIONS | 26 |
| APPENDIX A - PLAN AMENDMENT | A-1 |
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