Mamas Creations Inc
For the period ended May 20, 2024. Filed May 20, 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.
May 20, 2024 · Filed May 20, 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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25 Branca Road
East Rutherford, New Jersey 07073
(201) 531-1212
NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS TO BE
HELD JULY 3, 2024
TO OUR STOCKHOLDERS:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Mama’s Creations, Inc., a Nevada corporation (together with its subsidiaries, “Company”, “Mama’s Creations”, “we”, “us” or “our”), which will be held on July 3, 2024, at 12:00 P.M. Eastern. The Annual Meeting will be a virtual meeting to be held as a listen-only conference call by calling 877-407-3088 (Toll Free). There will not be a physical meeting 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 The meeting will be held for the following purposes:
| 1. | To elect eight (8) directors to hold office for a one-year term and until each of their successors are elected and qualified. |
| 2. | To ratify the appointment of Rosenberg Rich Baker Berman P.A., Certified Public Accountants, as our independent registered public accounting firm for the fiscal year ending January 31, 2025. |
| 3. | To hold an advisory vote to approve executive compensation. |
| 4. | To hold an advisory vote on the frequency of future advisory votes to approve executive compensation. |
| 5. | To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. |
A copy of the Annual Report of the Company’s operations during the fiscal year ended January 31, 2024 is available on request or at www.sec.gov.
The Board of Directors has fixed the close of business on May 6, 2024 as the record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting of Stockholders and any adjournment or postponement thereof. A complete list of stockholders entitled to vote at the Annual Meeting will be available for inspection for ten days prior to the Annual Meeting at the Offices of the Company located at 25 Branca Road, East Rutherford, New Jersey 07073.
By Order of the Board of Directors
/s/ Adam L. Michaels
Adam L. Michaels
CEO and Chairman of the Board
May 20, 2024
East Rutherford, New Jersey
Important Notice Regarding the Availability of Proxy Materials for the
**Annual Meeting of Stockholders to be held on July 3, 2024 via
live audio conference call at +1-877-407-3088
The Notice of Annual Meeting, Proxy Statement and our
Annual Report on Form 10-K are available electronically at
www.MAMA.vote
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, TO ASSURE THAT YOUR SHARES WILL BE REPRESENTED, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY.
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION ABOUT THE PROXY STATEMENT AND ANNUAL MEETING | 2 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 6 |
| CORPORATE GOVERNANCE | 9 |
| DIRECTOR COMPENSATION | 12 |
| EXECUTIVE COMPENSATION | 13 |
| REPORT OF THE AUDIT COMMITTEE | 16 |
| TRANSACTIONS WITH RELATED PERSONS | 16 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 17 |
| PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 18 |
| PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION | 19 |
| PROPOSAL NO. 4 ADVISORY VOTE REGARDING THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | 20 |
| STOCKHOLDER COMMUNICATIONS | 21 |
| HOUSEHOLDING | 21 |
| ADDITIONAL INFORMATION | 21 |
| OTHER MATTERS | 21 |
25 Branca Road
East Rutherford, New Jersey 07073
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 3, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.