Vislink Technologies Inc
For the period ended Jun 17, 2024. Filed Jun 17, 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.
Jun 17, 2024 · Filed Jun 17, 2024
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DEF 14A 1 formdef14a.htm
**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
| 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 under §240.14a-12 |
VISLINK TECHNOLOGIES, 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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| (1) | Title of each class of securities to which transaction applies: |
| (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): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials. |
|---|---|
| ☐ | 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. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
350 Clark Drive, Suite 125
Mt. Olive, NJ 07828
(908) 852-3700
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to Be Held on August 7, 2024
The Notice of Annual Meeting and Proxy Statement
are available at: https://www.cstproxy.com/vislink/2024
To the Stockholders of Vislink Technologies, Inc.:
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders (the “Annual Meeting”) of Vislink Technologies, Inc., a Delaware corporation (the “Company”, “we”, “us” and “our”), will be held on August 7, 2024, virtually via the Internet at https://www.cstproxy.com/vislink/2024 at 11:00 a.m. (Eastern Time), for the following purposes:
| 1. | To elect five members of the Company’s Board of Directors (the “Board”), each to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal (“Proposal No. 1”). |
| 2. | To consider and vote on a proposal to ratify the Board’s selection of Marcum LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2024 (“Proposal No. 2”). |
The foregoing items of business are more fully described in the Proxy Statement that accompanies this Notice (the “Proxy Statement”). Only stockholders of record of our Common Stock at the close of business on June 13, 2024 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting.
The Annual Meeting will be a completely virtual meeting of stockholders, conducted exclusively by webcast or audio on the internet. No physical meeting will be held. A virtual meeting enhances the ability of our stockholders to participate in the Annual Meeting regardless of their location.
If your shares are registered in your name with Continental Stock Transfer & Trust Company (“Continental”), the Company’s transfer agent, and you wish to attend the online-only virtual meeting, go to https://www.cstproxy.com/vislink/2024, enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to pre-register for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required to attend.
Beneficial stockholders who wish to attend the online-only virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to our transfer agent, Continental at proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting Continental, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact Continental at least five business days prior to the meeting date.
All of our stockholders are cordially invited to attend the Annual Meeting. Your vote is important regardless of the number of shares that you own. Whether or not you expect to attend the Annual Meeting, please complete, sign, date, and return the enclosed proxy card or follow the instructions on the notice and access card in the enclosed postage-paid envelope to ensure representation of your shares of Common Stock. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.
The Proxy Statement is accompanied by our Annual Report on Form 10-K and Amendment No. 1 to Form 10-K/A, each for the year ended December 31, 2023.
| Mt. Olive, New Jersey | By Order of the Board of Directors, | |
|---|---|---|
| June 17, 2024 | /s/ Susan G. Swenson | |
| Name: | Susan Swenson | |
| Title: | Chairman of the Board of Directors |
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE OR VOTE BY PHONE OR ONLINE AS INSTRUCTED IN THESE MATERIALS, AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS | 1 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 4 |
| ELECTION OF DIRECTORS (PROPOSAL NO. 1) | 5 |
| CORPORATE GOVERNANCE | 8 |
| DIRECTOR COMPENSATION FOR FISCAL YEAR 2023 | 13 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 14 |
| EXECUTIVE COMPENSATION | 14 |
| EQUITY COMPENSATION PLAN INFORMATION | 20 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 21 |
| AUDIT COMMITTEE REPORT | 22 |
| RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS (PROPOSAL NO. 2) | 23 |
| NEXT YEAR’S ANNUAL MEETING | 24 |
| EXPENSES AND SOLICITATION | 25 |
| OTHER BUSINESS | 25 |
| ADDITIONAL INFORMATION | 25 |
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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.