DSS, INC.
For the period ended Oct 22, 2024. Filed Oct 22, 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.
Oct 22, 2024 · Filed Oct 22, 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 Registrant ☒ | Filed by a Party other than the Registrant ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
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Copies to: Darrin M. Ocasio, Esq. Sichenzia Ross Ference Carmel, LLP 1185 Avenue of the Americas, 31st Fl. New York, NY 10036 Tel: (212) 930 9700
275 WIREGRASS PKWY
WEST HENRIETTA, NEW YORK 14586
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 4, 2024
8:30 A.M. EASTERN TIME
To our Stockholders:
The 2024 Annual Meeting of Stockholders of DSS, Inc. (the “Company”, “we”, “us” or “our”) will be held at 275 Wiregrass Pkwy, West Henrietta, New York 14586, on Wednesday, December 4, 2024, at 8:30 am Eastern time, for the purposes of:
| 1. | To elect 7 director nominees to the Company’s Board of Directors to hold office until the next Annual Meeting of Stockholders; |
| 2. | To ratify the appointment of Grassi & Co. Certified Public Accountants, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and |
| 3. | To provide an advisory vote on executive compensation. |
We also will transact such other business as may properly come before the meeting and any adjournments or postponements of the meeting. The foregoing items of business are more fully described in the Proxy Statement accompanying this notice.
The Board of Directors has fixed the close of business on October 9, 2024, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement thereof. These proxy materials will be mailed on or about October 25, 2024 to the stockholders of record on the record date.
The Board of Directors recommends that you vote “FOR” the proposals set forth in this Notice of Annual Meeting of Stockholders and the Proxy Statement.
**IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING:**The Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2023, and the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders, along with any amendments to the foregoing materials that are required to be furnished to stockholders, will be available at www.proxyvote.com
| Sincerely, | |
| /s/ Ambrose Chan Heng Fai | |
| Name: | Ambrose Chan Heng Fai |
| Title: | Chairman of the Board |
TABLE OF CONTENTS
| THE MEETING | 1 |
|---|---|
| Date, Time and Place | 1 |
| Matters to be Considered | 1 |
| Important Notice Regarding the Availability of this Proxy Statement | 1 |
| REVOCABILITY OF PROXY | 2 |
| GENERAL INFORMATION ABOUT VOTING | 2 |
| Record Date | 2 |
| Voting | 2 |
| Votes Required for Approval | 2 |
| Abstentions and Broker Non-Votes | 2 |
| PROPOSAL NO. 1 — ELECTION OF DIRECTORS | 3 |
| Proposal | 3 |
| Nominees for Directors | 3 |
| Required Stockholder Vote and Recommendation of Our Board of Directors | 3 |
| PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 4 |
| Proposal | 4 |
| Audit Fees | 4 |
| Tax Fees | 4 |
| All Other Fees | 4 |
| Administration of the Engagement; Pre-Approval of Audit and Permissible Non-Audit Services | 4 |
| Required Stockholder Vote and Recommendation of Our Board of Directors | 4 |
| PROPOSAL NO. 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION | 5 |
| DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 6 |
| Directors and Executive Officers | 6 |
| Board of Directors and Committees | 11 |
| Audit Committee | 12 |
| Compensation and Management Resources Committee | 12 |
| Nominating and Corporate Governance Committee | 13 |
| Code of Ethics | 13 |
| Information about our Executive Officers | 14 |
| Involvement in Certain Legal Proceedings | 14 |
| Director Compensation | 14 |
| Leadership Structure and Risk Oversight | 15 |
| Compensation Risk Assessment | 15 |
| Director Nominations | 15 |
| Communication with Directors | 15 |
| EXECUTIVE COMPENSATION | 16 |
| Summary Compensation Table | 16 |
| Employment and Severance Agreements | 16 |
| Outstanding Equity Awards at Fiscal Year-End | 16 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 17 |
| SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE AND RELATED PERSON TRANSACTIONS | 19 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 19 |
| Transactions with Related Persons | 19 |
| Review, Approval or Ratification of Transactions with Related Persons | 22 |
| AUDIT COMMITTEE REPORT | 22 |
| STOCKHOLDER PROPOSALS | 23 |
| SOLICITATION OF PROXIES | 24 |
| OTHER BUSINESS | 25 |
| AVAILABLE INFORMATION | 25 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.