Safety Shot Inc
For the period ended Jun 24, 2024. Filed Jun 24, 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 24, 2024 · Filed Jun 24, 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
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 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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1061 E. Indiantown, Suite 110
Jupiter, FL 33477
Notice of Annual Meeting of Stockholders
| Date: | July 31, 2024 |
|---|---|
| Time: | 10 AM EST |
| Location: | 1061 E. Indiantown, Suite 110 Jupiter, FL 33477 |
| Record Date: | June 7, 2024 |
To the stockholders of Safety Shot, Inc.,
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Safety Shot, Inc. to be held in a virtual-only meeting format via live webcast on the Internet on July 31, 2024 at 10 a.m. Eastern Time. At the annual meeting you will be asked to vote on the following matters:
| 1. | Re-elect six directors to the Board of Directors (the “Board”) of Safety Shot, Inc. (the “Company”) to serve until their successors are duly elected and qualified at the 2025 annual meeting of stockholders or until their earlier resignation or removal; |
| 2. | Ratify the appointment of M&K CPAS, PLLC (“M&K”) as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024; |
| 3. | A proposal to ratify the 2024 Equity Incentive Plan, including the reservation of 15,000,000 shares of common stock thereunder (the “2024 Equity Incentive Plan”); and |
| 4. | To approve an amendment and restatement of the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of our authorized shares of Common Stock from 100,000,000 shares to 250,000,000 shares. |
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES INCLUDED IN PROPOSAL NO. 1, AND “FOR” PROPOSAL NO. 2, NO. 3 AND NO. 4.
Holders of record of the Company’s common stock at the close of business on June 7, 2024 (the “Record Date”) will be entitled to notice of, and to vote at the 2024 annual meeting of stockholders of the Company (the “Meeting”) and any adjournment or postponement thereof. Each share of common stock entitles the holder thereof to one vote.
Your vote is important, regardless of the number of shares you own. Even if you plan to attend the Meeting virtually, it is strongly recommended that you complete the enclosed proxy card before the meeting date, to ensure that your shares will be represented at the Meeting if you are unable to attend.
A complete list of stockholders of record entitled to vote at the Meeting will be available, by appointment, for 10 days before the Meeting at the principal executive office of the Company for inspection by stockholders during ordinary business hours for any purpose germane to the Meeting.
You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.
We are holding the 2024 Annual Meeting of Stockholders in a virtual-only meeting format via live webcast on the Internet. You will not be able to attend at a physical location. Stockholders will be able to join and attend online by logging in at http://www.virtualshareholdermeeting.com/SHOT2024. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.
| By Order of the Board, | |||
| Date: | June 24, 2024 | By: | /s/ Jarrett Boon |
|---|---|---|---|
| Name: | Jarrett Boon | ||
| Title: | Chief Executive Officer (Principal Executive Officer) | ||
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” ALL OF THE PROPOSALS LISTED ABOVE.
Important Notice Regarding the Availability of Proxy Materials
for the 2024 annual meeting of Stockholders to be held at 10 AM EST on July 31, 2024
The Notice of the Annual Meeting of Stockholders, this proxy statement, and our Annual Report on Form 10-K for the period ended December 31, 2023 (the “Annual Report”) are available athttps://safetyshotofficial.com/sec-filings/.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS | 1 |
| GENERAL INFORMATION ABOUT THE MEETING AND VOTING | 5 |
| PROPOSAL NO. 1 — RE-ELECTION OF DIRECTORS | 7 |
| SECTION 16(A) COMPLIANCE | 15 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 15 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 16 |
| PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 17 |
| PROPOSAL 3: APPROVAL OF THE 2024 Equity Incentive Plan | 18 |
| PROPOSAL 4: APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION | 19 |
| OTHER MATTERS | 21 |
| OTHER IMPORTANT INFORMATION | 21 |
| WHERE YOU CAN FIND ADDITIONAL INFORMATION | 22 |
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