INTELLINETICS 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
U.S. 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 Rule 14a-12 |
INTELLINETICS, 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. |
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| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| 2) | Aggregate number of securities to which transaction applies: |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 20, 2024
To Our Stockholders:
Notice is hereby given that the 2024 Annual Meeting of Stockholders ofIntellinetics, Inc., (the “Company” or “Intellinetics”) will be held at 2190 Dividend Drive, Columbus, Ohio 43228 on June 20, 2024, at 3:00 p.m., local time, for the following purposes:
| 1 | To elect seven directors, each to hold office for a term of one year and until his or her successor is duly elected and qualified; |
| 2 | To adopt and approve the Intellinetics, Inc. 2024 Equity Incentive Plan (the “2024 Plan”); |
| 3 | To ratify the appointment of GBQ Partners LLC (“GBQ”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and |
| 4 | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting. |
These items of business are more fully described in the proxy statement accompanying this notice.
We have elected to provide access to our proxy materials primarily over the internet, pursuant to the Securities and Exchange Commission’s “Notice and Access” rules. We believe this process expedites stockholders’ receipt of proxy materials, while lowering the costs of our Annual Meeting and conserving natural resources. Beginning on or about May 3, 2024, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to each of our stockholders entitled to notice of, and to vote at, the Annual Meeting, which contains instructions for accessing the attached proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and voting instructions. The Notice also includes instructions on how you can receive a paper copy of your proxy materials. This proxy statement and the Annual Report are both available online at: https://www.iproxydirect.com/INLX.
The Board of Directors has fixed the close of business on April 26, 2024 as the record date for determining the stockholders who are entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements of the Annual Meeting.
By Order of the Board of Directors,
James F. DeSocio
President and Chief Executive Officer
Columbus, Ohio
April 29, 2024
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the Annual Meeting, you are urged to submit your proxy or voting instructions as soon as possible so that your shares can be voted at the Annual Meeting. You may vote your shares by Internet, phone or email or by completing, signing, dating and returning your proxy card.
For further instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the Annual Meeting” in the proxy statement and the instructions on the proxy card or voting instruction form.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON June 20, 2024:
The proxy statement and our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available athttps://www.iproxydirect.com/INLXand also on our website athttp://www.intellinetics.com/investor-relations/sec-filings.
Stockholders requesting physical or email copies of the proxy materials and the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2023 should follow the instructions provided in the Notice. These materials will be furnished without charge to any stockholder requesting it.
PROXY STATEMENT
2024 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
| Page | |
|---|---|
| Questions and Answers About the Annual Meeting and Voting | 1 |
| Corporate Governance | 6 |
| Board Composition | 6 |
| Director Independence | 6 |
| Meetings of the Board of Directors | 6 |
| Executive Sessions | 6 |
| Director Attendance at Annual Meetings of Stockholders | 7 |
| Committees of the Board of Directors | 7 |
| Board Leadership Structure | 10 |
| Nominations of Directors | 10 |
| Role of the Board in Risk Oversight | 12 |
| Legal Proceedings | 13 |
| Codes of Ethics | 13 |
| Compensation Committee Interlocks and Insider Participation | 13 |
| Access to Management and Outside Advisors | 13 |
| Communications with the Board of Directors | 13 |
| Proposal 1 – Election of Directors | 14 |
| Proposal 2 – Approval of Intellinetics, Inc. 2024 Equity Incentive Plan | 17 |
| Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm | 24 |
| Security Ownership of Certain Beneficial Owners and Management | 26 |
| Executive Compensation | 27 |
| Director Compensation | 35 |
| Certain Relationships and Related Transactions | 35 |
| Audit Committee Report | 38 |
| Incorporation by Reference | 40 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 40 |
| Stockholder Proposals | 40 |
| Other Matters | 41 |
PROXY STATEMENT
For The
2023 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 20, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.