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HARROW, INC.

For the period ended Apr 26, 2024. Filed Apr 26, 2024.

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About 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.

Apr 26, 2024 · Filed Apr 26, 2024

HROW$26.89+3.3%Stored close · as of Nov 6, 2026
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DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

HARROW, INC.

(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 below per Exchange Act Rules 14c-5(g) and 0-11.

Notice of Annual Meeting

and

Proxy Statement

2024 Annual Meeting of Stockholders

Friday, June 14, 2024, 8:00 a.m. CT

Location:

Harrow’s Corporate Office

1A Burton Hills Blvd., Suite 200

Nashville, TN 37215

April 26, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Harrow, Inc., which will be held at our corporate office located at 1A Burton Hills Blvd., Suite 200, Nashville, TN 37215, on June 14, 2024, at 8:00 a.m. (Central Time).

In accordance with rules adopted by the Securities and Exchange Commission, we are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Proxy Statement and our Annual Report for the fiscal year ended December 31, 2023 (the “Annual Report”). The Notice of Internet Availability of Proxy Materials contains instructions on how stockholders can access the proxy documents over the Internet as well as how stockholders can receive a paper copy of our proxy materials, including the Proxy Statement, the Annual Report and a form of proxy card.

The notice of meeting and Proxy Statement describe the matters to be acted upon at the Annual Meeting. If you plan to attend the Annual Meeting and your shares are held in street name (by a broker, for example), you should ask the record holder for a legal proxy and bring it with you to the Annual Meeting, so that we can verify your ownership of Harrow, Inc. stock. Please note that if your shares are held in street name and you do not bring a legal proxy from the record holder, although you will be able to attend the Annual Meeting, you will not be able to vote at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting personally, and regardless of the number of shares you own, it is important that your shares be represented at the Annual Meeting. Accordingly, we urge you to promptly complete the proxy card and return it to our Corporate Secretary at 102 Woodmont Blvd., Suite 610, Nashville, TN 37205, or to promptly use the telephone or Internet voting system. If you do attend the Annual Meeting and wish to vote in person, you may withdraw a previously submitted proxy at that time.

Sincerely,

Mark L. Baum

Chief Executive Officer and Chairman of the Board of Directors

1A BURTON HILLS BLVD., SUITE 200

NASHVILLE, TN 37215

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on June 14, 2024

To the Stockholders of Harrow, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Harrow, Inc. (the “Company”) will be held on June 14, 2024, at 8:00 a.m. (Central Time), at the Company’s corporate office located at 1A Burton Hills Blvd., Suite 200, Nashville, TN 37215, for the following purposes:

1.To elect to the Board of Directors the five (5) director nominees named in the accompanying proxy statement to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
2.To ratify the selection of KMJ Corbin & Company LLP, or its successor, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
3.To approve, on an advisory basis, the compensation of the Company’s named executive officers.
4.To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this notice.

The Company’s Board of Directors has fixed the close of business on April 16, 2024, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. All stockholders are invited to attend the meeting.

By Order of the Board of Directors,

Mark L. Baum

Chief Executive Officer and Chairman of the Board of Directors

Nashville, Tennessee

April 26, 2024

TABLE OF CONTENTS

PROXY STATEMENT1
PROPOSAL NO. 1: ELECTION OF DIRECTORS4
PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM7
PROPOSAL NO. 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION8
CORPORATE GOVERNANCE9
DIRECTOR COMPENSATION17
EXECUTIVE COMPENSATION18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS29
REPORT OF THE AUDIT COMMITTEE30
HOUSEHOLDING OF PROXY MATERIALS31
STOCKHOLDER PROPOSALS31
OTHER MATTERS32

1A Burton Hills Blvd., Suite 200

Nashville, TN 37215

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.