Where Food Comes From Inc
For the period ended Feb 29, 2024. Filed Feb 29, 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.
Feb 29, 2024 · Filed Feb 29, 2024
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DEF 14A 1 formdef14a.htm
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
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| ☐ | Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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NOTICE OF ANNUAL SHAREHOLDERS MEETING
Dear Where Food Comes From Shareholders:
We are pleased to inform you that our 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) will be held on Thursday, April 11, 2024 at 10:00am prevailing Mountain Time. For your convenience, we will host the 2024 Annual Meeting live via a conference call at 1-877-407-8289 (domestic toll-free) or 1-201-689-8341 (international). The conference code is: 13744601.
The agenda of the 2024 Annual Meeting will be the following items of business, which are more fully described in this proxy statement:
| AGENDA ITEM: | 1. | A Where Food Comes From proposal to elect six directors of Where Food Comes From, Inc. (the “Company”) to hold office until the next annual meeting of shareholders or until their successors are duly elected and qualified (“Proposal 1”); |
|---|---|---|
| 2. | A Where Food Comes From proposal to ratify the appointment of the Company’s independent registered public accounting firm (“Proposal 2”); and, | |
| 3. | Other Business. To transact such other business as may properly come before the meeting and any adjournments or postponements thereof. |
All shareholders as of the close of business on February 22, 2024 are cordially invited to attend the 2024 Annual Meeting. We are providing our proxy materials to our shareholders over the Internet. This reduces our environmental impact and our costs while ensuring our shareholders have timely access to this important information. Accordingly, shareholders of record at the close of business on February 22, 2024 will receive a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) with details on accessing these materials. Beneficial owners of Where Food Comes From common stock at the close of business on February 22, 2024 will receive separate notices on behalf of their brokers, banks or other intermediaries through which they hold shares
Your vote is very important. Whether or not you are planning to attend the meeting, we encourage you to read the proxy statement and vote as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the Meeting and Voting” and the instructions on the Notice of Internet Availability or the notice you receive from your broker, bank or other intermediary.
By Order of the Board of Directors
/s/ John Saunders
John Saunders
Chief Executive Officer
Castle Rock, Colorado
March 1, 2024
INDEX
| Page | |
|---|---|
| Questions and Answers About the Meeting and Voting | 3 |
| Proposal 1 – WFCF Proposal for Election of Directors | 8 |
| Proposal 2 – WFCF Proposal for Ratification of Appointment of Independent Registered Public Accounting Firm | 10 |
| Information About the Board of Directors and Governance of the Company | 11 |
| Executive Compensation | 15 |
| Report of the Audit Committee | 20 |
| Stock Ownership of Certain Persons | 21 |
| Delinquent Section 16(a) Reports | 21 |
| Shareholder Proposals for the Next Annual Meeting of Shareholders | 22 |
| Forward-Looking Statements | 22 |
| Other Matters | 22 |
PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 11, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.