BTCS Inc
For the period ended Apr 29, 2024. Filed Apr 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.
Apr 29, 2024 · Filed Apr 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 (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 Pursuant to §240.14a-12 | ||
BTCS INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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BTCS Inc.
9466 Georgia Avenue, No. 124
Silver Spring, Maryland 20910
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 9, 2024
To The Stockholders of BTCS Inc.:
We are pleased to invite you to attend our 2024 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held virtually at 10:00 a.m. New York time on July 9, 2024. The Annual Meeting is being held to:
| 1. | elect five members to BTCS’ Board of Directors. |
| 2. | ratify the appointment of RBSM LLP, our independent registered public accounting firm, for fiscal year 2024. |
| 3. | approve an amendment to the Certificate of Designation of the Series V Preferred Stock to provide the Board of Directors the discretion to convert each share of the Series V Preferred Stock into one share of Common Stock. |
| 4. | approve an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting. |
| 5. | transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Our Board of Directors has fixed the close of business on May 13, 2024, as the record date (the “Record Date”) for a determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.
In accordance with rules of the SEC, instead of mailing printed copies of our proxy materials to each stockholder of record, we are furnishing the proxy materials for the Annual Meeting by providing access to these documents on the Internet. A notice of Internet availability of proxy materials (the “Notice”) is being mailed to our stockholders on or about May 14, 2024. The Notice contains instructions for accessing and reviewing our proxy materials and submitting a proxy over the Internet. Our proxy materials were made available at www.BTCS.vote on the date that we first mailed or delivered the Notice. The Notice also contains instructions on how to request our proxy materials in printed form or by e-mail, at no charge. To participate in the Annual Meeting, you will need the 12-digit control number included on your Notice, proxy card, or voting instruction form. We encourage stockholders to access our proxy materials electronically to reduce our impact on the environment.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
to Be Held on July 9, 2024:
The Notice, Proxy Statement and 2023 Annual Report on Form 10-K are available at www.BTCS.vote
This year, our Annual Meeting will be accessible via a live audio conference call. You can attend our Annual Meeting by calling 877-407-3088 (Toll Free) or +1 877-407-3088 (International). To be admitted to the Annual Meeting, you must enter the control number found on your proxy card, voting instruction form or Notice you previously received. We believe that a virtual meeting allows us to make participation accessible for stockholders from any geographic location. If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call 877-804-2062 (Toll Free) or email proxy@equitystock.com.
We appreciate your continued confidence in our Company and look forward to your joining us virtually on July 9, 2024.
By order of the Board of Directors:
/s/ Charles Allen
Charles Allen
Chief Executive Officer
Dated: April 29, 2024
If you have any questions or require any assistance in voting your shares, please call:
Alliance Advisors LLC
200 Broadacres Drive, 3rd Floor, Bloomfield, NJ 07003
866-619-8925
TABLE OF CONTENTS
| Page no | |
|---|---|
| Questions and Answers Regarding the Annual Meeting | 1 |
| Proposal 1. Election of Directors | 7 |
| Executive Officers | 8 |
| Corporate Governance | 9 |
| Proposal 2. Ratification of the Appointment of our Independent Registered Public Accounting Firm for Fiscal Year 2024 | 13 |
| Proposal 3. Approval of an Amendment to Certificate of Designation of Series V Preferred Stock | 15 |
| Proposal 4. Adjournment | 17 |
| Executive Compensation | 17 |
| Security Ownership of Certain Beneficial Owners and Management | 22 |
| Director Compensation | 23 |
| Other Matters | 24 |
| Annex A | A-1 |
| Annex B | B-1 |
i
BTCS Inc.
9466 Georgia Avenue, No. 124
Silver Spring, Maryland 20910
(202) 430-6576
2024 Annual Meeting Of Stockholders
Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.