Verb Technology Company Inc
For the period ended Aug 16, 2024. Filed Aug 16, 2024.
View on SEC.govAbout this filing
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.
Aug 16, 2024 · Filed Aug 16, 2024
Contents
Cover page
Show cover page
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 under § 240.14a-12 |
(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: | |
| ☐ | Fees 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: | |
NOTICE OF THE 2024 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS
August 16, 2024
Dear Fellow Verb Stockholders:
It is my pleasure to invite you to the 2024 Virtual Annual Meeting of Stockholders (the “Annual Meeting”) of Verb Technology Company, Inc., a Nevada corporation (the “Company,” “Verb,” “us,” or “our”). The Annual Meeting will be held on September 26, 2024 at 11:00 a.m. Pacific Time virtually by means of remote communication and can be accessed by visiting www.virtualshareholdermeeting.com/VERB2024AM where you will be able to listen to the meeting live, submit questions and vote online. You will not be able to attend the meeting in person.
The Annual Meeting is being held for the following purposes:
| 1. | To elect four directors to serve on our board of directors until their respective successors are duly elected and qualified, or until their respective earlier death, resignation or removal; |
| 2. | To grant discretionary authority to our board of directors to (i) amend our articles of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-two hundred (1-for-200) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders; |
| 3. | To ratify the selection of Grassi & Co., CPAs, P.C. as our independent registered public accounting firm; and |
| 4. | To transact such other business as may properly come before the Annual Meeting virtually, or any postponement or adjournment thereof. |
Our board of directors recommends that you vote “FOR” the election of each of the four director nominees; “FOR” the reverse stock split; and “FOR” the ratification of the selection of Grassi & Co., CPAs, P.C. as our independent registered public accounting firm.
Only stockholders of record as of the close of business on July 29, 2024 will be entitled to receive notice of and to vote at the Annual Meeting, or any postponement or adjournment thereof. The accompanying Proxy Statement contains details concerning the foregoing items, as well as information on how to vote your shares. Other detailed information about our business and operations, including our audited financial statements, are included in our Annual Report on Form 10-K. We urge you to read and consider these documents carefully.
Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail, and the additional information in the accompanying Proxy Statement. If you requested to receive printed proxy materials, you may also refer to the instructions on the proxy card enclosed with those materials.
On behalf of the Board and the officers and employees of the Company, I would like to take this opportunity to thank you for your continued support.
Sincerely,
/s/ Rory J. Cutaia
Rory J. Cutaia
Chairperson of the Board, Chief Executive Officer, President, Treasurer and Secretary
i
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may relate to our future financial performance, business operations, and executive compensation decisions, or other future events. You can identify forward-looking statements by the use of words such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “will,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to such statements. We have based these forward-looking statements on our current expectations and projections about future events that we believe may affect our business, results of operations and financial condition.
The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors described in the section titled “Risk Factors,” and elsewhere, in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as well as the other reports we file with the Securities and Exchange Commission. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed or implied in the forward-looking statements. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made except as may be required under applicable securities law.
ii
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
| Page | |
|---|---|
| NOTE REGARDING FORWARD-LOOKING STATEMENTS | ii |
| PROXY STATEMENT | 1 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 6 |
| INFORMATION ABOUT OUR BOARD OF DIRECTORS, BOARD COMMITTEES AND GOVERNANCE | 6 |
| PROPOSAL 2 – REVERSE STOCK SPLIT | 18 |
| PROPOSAL 3 – RATIFICATION OF THE SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 23 |
| AUDIT COMMITTEE REPORT | 24 |
| EXECUTIVE COMPENSATION | 25 |
| PAY VERSUS PERFORMANCE | 35 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 37 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 38 |
| OTHER BUSINESS | 39 |
iii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.