Golden Matrix Group Inc
For the period ended Oct 7, 2024. Filed Aug 26, 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.
Oct 7, 2024 · Filed Aug 26, 2024
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DEF 14A 1 gmgi_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
Filed by the Registrant ☒
Filed by 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 Rule 14a-12. | |
GOLDEN MATRIX GROUP, INC.
(Name of Registrant as Specified in Charter)
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
GOLDEN MATRIX GROUP, INC.
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To be held on October 7, 2024
To our stockholders:
Notice is hereby given of the 2024 annual meeting of stockholders of Golden Matrix Group, Inc. (the “Company”) to be held on Monday, October 7, 2024 at 9:30 A.M. Las Vegas time at the Company’s corporate offices: 3651 Lindell Road, Suite D131, Las Vegas, Nevada 89103 (the “Annual Meeting” or the “Meeting”), for the following purposes:
| 1A. | For holders of all of our voting shares - To consider and vote upon the appointment of four members to our Board of Directors (“Board”), to serve until the 2025 annual meeting of stockholders and thereafter until their successors are elected and qualified. |
| 1B. | For holders of our Class A Preferred Stock only - To consider and vote upon the appointment of one member to our Board, to serve until the 2025 annual meeting of stockholders and thereafter until their successors are elected and qualified. |
| 2. | For holders of all of our voting shares - To consider and vote upon the appointment of M&K CPAS, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2024. |
| 3. | For holders of all of our voting shares - To conduct any other business properly brought before the meeting or any adjournments, continuations, or postponements thereof. |
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 adjourned. Common stockholders, Class B Voting Preferred stockholders and Class C Preferred Stock holders, of record on the close of business on August 23, 2024, are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.
The Company is pleased to continue utilizing the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, or E-proxy notice, on or about August 26, 2024 to our stockholders of record as of the close of business on August 23, 2024. The E-proxy notice contains instructions for your use of this process, including how to access our proxy statement and annual report and how to authorize your proxy to vote online. In addition, the E-proxy notice contains instructions on how you may receive a paper copy of the proxy statement and annual report or elect to receive your proxy statement and annual report over the Internet. The Company believes these rules allow it to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.
The enclosed proxy statement is also available athttps://www.iproxydirect.com/GMGI. This website also includes copies of the form of proxy and the Company’s Annual Report to stockholders for the year ended October 31, 2023 (the “2023 Annual Report”). Stockholders may also request a copy of the proxy statement and the Company’s Annual Report by contacting our main office at (702) 318-7548.
As a stockholder of record, you are cordially invited to attend the meeting in person. Stockholders who do not expect to attend the Annual Meeting are encouraged to vote via the Internet, by phone or by returning a signed proxy card.
Even if you plan to attend the Annual Meeting in person, 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.
By Order of the Board of Directors,
/s/ William Scott
William Scott
Chairman
Las Vegas, Nevada
August 26, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on Monday, October 7, 2024.
Our proxy statement and annual report on Form 10-K for the year ended October 31, 2023, are available at the following cookies-free website that can be accessed anonymously: https://www.iproxydirect.com/GMGI.
TABLE OF CONTENTS
| GENERAL INFORMATION | 1 |
|---|---|
| Information Contained in This Proxy Statement | 1 |
| Important Notice Regarding the Availability of Proxy Materials | 1 |
| Record Date and Shares Entitled to Vote | 1 |
| Voting Process | 2 |
| Providing and Revoking Proxies | 3 |
| Attendance at the Annual Meeting | 3 |
| Conduct at the Meeting | 3 |
| Voting Requirements for Each of the Proposals | 4 |
| Quorum | 4 |
| Broker Non-Votes and Abstentions | 4 |
| Board of Directors Voting Recommendations | 5 |
| 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 | 6 |
| Multiple Stockholders Sharing the Same Address | 6 |
| Voting Results | 6 |
| Company Mailing Address | 6 |
| DEFINITIONS | 6 |
| FORWARD-LOOKING STATEMENTS AND WEBSITE LINKS | 7 |
| INCORPORATION BY REFERENCE | 7 |
| MERIDIANBET GROUP ACQUISITION AND CHANGE IN FISCAL YEAR | 7 |
| DECLASSIFICATION OF THE BOARD OF DIRECTORS | 8 |
| REFERENCES TO ADDITIONAL INFORMATION | 8 |
| VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS | 9 |
| Security Ownership of Management and Certain Beneficial Owners and Management | 10 |
| Series C Preferred Stock | 13 |
| Nominating and Voting Agreement | 14 |
| Change of Control | 14 |
| CORPORATE GOVERNANCE | 15 |
| Board Leadership Structure | 15 |
| Risk Oversight | 15 |
| Family Relationships | 16 |
| Arrangements between Officers and Directors | 16 |
| Other Directorships | 16 |
| Involvement in Certain Legal Proceedings | 16 |
| Board of Directors Meetings | 16 |
| Board Committee Membership | 17 |
| Audit Committee | 17 |
| Compensation Committee | 18 |
| Compensation Committee Interlocks and Insider Participation | 19 |
| Nominating and Governance Committee | 19 |
| Controlled Company Status | 20 |
| Director Independence | 20 |
| Board Diversity Matrix | 21 |
| Website Availability of Documents | 21 |
|---|---|
| Stockholder Communications with the Board of Directors | 21 |
| Executive Sessions of the Board of Directors | 22 |
| Potential Conflicts of Interest | 22 |
| Code of Business Conduct and Ethics | 22 |
| Policy on Equity Ownership | 22 |
| Website Availability of Documents | 22 |
| Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”) | 22 |
| Compensation Recovery and Clawback Policies | 23 |
| Insider Trading/Anti-Hedging Policies | 23 |
| Pledging of Shares | 23 |
| Rule 10b5-1 Trading Plans | 23 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 24 |
| BOARD OF DIRECTORS | 25 |
| General | 25 |
| Director Nominees | 25 |
| Qualifications of All Directors of the Board | 29 |
| AUDIT COMMITTEE REPORT | 30 |
| EXECUTIVE COMPENSATION | 31 |
| Summary Executive Compensation Table | 31 |
| Pay Versus Performance | 33 |
| Relationship Between “Compensation Actually Paid” and Performance | 35 |
| Compensation Actually Paid and Net Loss | 35 |
| Compensation Actually Paid and Cumulative TSR | 36 |
| Outstanding Equity Awards at Fiscal Year-End | 38 |
| Potential Payments Upon Termination | 39 |
| Employment and Consulting Agreements | 40 |
| Employment Agreement with Mr. Anthony Brian Goodman | 40 |
| Employment Agreement with Ms. Weiting ‘Cathy’ Feng | 42 |
| Employment Agreement with Zoran Milošević | 42 |
| Employment Agreement with Snežana Božović | 45 |
| Consulting Agreement with Mr. Omar Jimenez | 45 |
| DIRECTORS COMPENSATION | 45 |
| Summary Director Compensation Table | 45 |
| Board of Director Fees | 46 |
| EQUITY COMPENSATION PLAN INFORMATION | 46 |
| Description of Equity Plans | 46 |
| 2018 Equity Incentive Plan | 46 |
| 2022 Equity Incentive Plan | 47 |
| 2023 Equity Incentive Plan | 48 |
| Equity Compensation Plan Information | 49 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 50 |
| Related Party Transactions | 50 |
| Sale and Purchase Agreement of Share Capital and Related Transactions | 59 |
| Restricted Stock Unit Award Amendments | 64 |
| Review, Approval and Ratification of Related Party Transactions | 65 |
| Indemnification Agreements | 66 |
| DELINQUENT SECTION 16(A) REPORTS | 66 |
|---|---|
| PROPOSAL 1 ELECTION OF DIRECTORS | 66 |
| General | 66 |
| General Director Qualifications | 67 |
| Vote Required To Elect the Director Nominees; Recommendation of the Board of Directors | 67 |
| PROPOSAL 2 RATIFICATION OF APPOINTMENT OF AUDITORS | 68 |
| General | 68 |
| Audit Fees | 68 |
| Pre-Approval Policies | 68 |
| Required Vote; Recommendation of the Board of Directors | 69 |
| STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING | 69 |
| Proxy Statement Proposals | 69 |
| Other Proposals and Nominations | 69 |
| DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS | 70 |
| ADDITIONAL FILINGS | 71 |
| STOCKHOLDER ADVISORY VOTES | 71 |
| DOCUMENTS INCORPORATED BY REFERENCE | 71 |
| OTHER MATTERS | 71 |
| INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON | 71 |
| COMPANY CONTACT INFORMATION | 72 |
GOLDEN MATRIX GROUP, INC.
PROXY STATEMENT
FOR 2024 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.