Better Choice Co Inc

DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

Better Choice Company 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):

These materials are important and require your immediate attention. They require the stockholders of Better Choice Company Inc. to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal or other professional advisor. If you have any questions, you may contact Valter Pinto at KCSA Strategic Communications, the Company’s Investor Relations contact, by telephone at 212-896-1254, or by email at Valter@KCSA.com.

BETTER CHOICE COMPANY INC.

12400 Race Track Road

Tampa, FL 33626

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD DECEMBER 18, 2024

We hereby give notice that a Annual Meeting of Stockholders of Better Choice Company Inc. (“Better Choice”) will be held on December 18, 2024, at 9:00 a.m. Eastern Time (the “Annual Meeting”). The purpose of the Annual Meeting is to hold a vote of the stockholders of Better Choice regarding:

The Annual Meeting will be held in a virtual meeting format athttps://virtualshareholdermeeting.com/BTTR2024.

In addition to voting by submitting your proxy prior to the Annual Meeting, you also will be able to vote your shares electronically during the Annual Meeting. Further details regarding the virtual meeting are included in the accompanying proxy statement.

Under Delaware law, only stockholders of record on the record date, which is October 21, 2024, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment. It is important that your shares be represented at this meeting so that the presence of a quorum is assured.

.The Better Choice Board unanimously recommends that the stockholders vote FOR (1) the election of our directors, (2) the Advisory Proposal, (3) the Accountant Proposal and (4) the Adjournment Proposal.

Your vote is important. Even if you plan to virtually attend the Annual Meeting, please complete and deliver your proxy as soon as possible. If you attend the Annual Meeting, you may revoke your proxy and vote your shares during the Annual Meeting.

We are electronically disseminating Annual Meeting materials to our stockholders, as permitted under the “Notice and Access” rules approved by the SEC. Stockholders who have not opted out of Notice and Access will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies if preferred.

If you have any questions or need assistance in your consideration of the proposals described herein or with the completion and delivery of your proxy, please contact Valter Pinto at KCSA Strategic Communications, the Company’s Investor Relations Contact, by telephone at 212-896-1254, or by email at Valter@KCSA.com.

IF YOU PLAN TO ATTEND:

To be admitted to the Annual Meeting athttps://virtualshareholdermeeting.com/BTTR2024 you must have your control number available and follow the instructions found on your proxy card or voting instruction form. You may vote during the Annual Meeting by following the instructions available on the Annual Meeting website during the Annual Meeting. Please allow sufficient time before the Annual Meeting to complete the online check-in process. Your vote is very important.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held December 18, 2024.

The proxy statement and form of proxy card are available at: https://virtualshareholdermeeting.com/BTTR2024

BETTER CHOICE COMPANY INC.

12400 Race Track Road

Tampa, FL 33626

PROXY STATEMENT

FOR THE

ANNUAL MEETING OF STOCKHOLDERS

To be held on December 18, 2024

Unless the context requires otherwise, references in this proxy statement to “Better Choice,” “BTTR,” “we,” “us” or “our” refers to Better Choice Company Inc.

The Board of Directors of Better Choice (the “Better Choice Board”) is soliciting your proxy to vote at the Annual Meeting to be held on December 18, 2024, at 9:00 a.m. Eastern Time, in a virtual online format by accessing https://virtualshareholdermeeting.com/BTTR2024 and at any adjournment thereof.

This proxy statement contains information relating to the Annual Meeting, which will be held as a virtual meeting. Stockholders attending the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend and participate in the Annual Meeting online via a live webcast by visitinghttps://virtualshareholdermeeting.com/BTTR2024**.**In addition to voting by submitting your proxy prior to the Annual Meeting, you also will be able to vote your shares electronically during the Annual Meeting.

The purpose of the Annual Meeting is to hold a vote of Better Choice’s stockholders regarding the following proposals:

(1) the election of our directors;

(2) the approval, on a non-binding, advisory basis, of the compensation of our named executive officers (the “Advisory Proposal”);

(3) the ratification of the appointment of Marcum LLP as our independent registered public accountant for 2024 (the “Accountant Proposal”); and

(4) to transact any other business as may properly come before the meeting or any adjournment or postponement thereof (the “Adjournment Proposal”).

The Better Choice Board unanimously recommends that the stockholders vote FOR (1) the election of our directors, (2) the Advisory Proposal, (3) the Accountant Proposal and (4) the Adjournment Proposal.

Whether or not you expect to attend the Annual Meeting, we urge you to vote your shares via proxy at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares will save us the expenses and extra work of additional solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today.

Information Concerning the Annual Meeting

Notice and Access. We are electronically disseminating Annual Meeting materials to our stockholders, as permitted under the “Notice and Access” rules approved by the SEC. Stockholders who have not opted out of Notice and Access will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies if preferred.

**Proxies.**Whether or not you plan to attend the Annual Meeting, we request that you promptly complete and deliver your proxy and vote your shares pursuant to the voting instructions provided with the Notice. A control number, located on the proxy card, is designed to verify your identity, allow you to vote your shares, and confirm that your voting instructions have been properly recorded.

If your shares are registered in the name of a bank, broker, or other nominee, follow the proxy instructions on the form you receive from the nominee. The availability of telephone and internet proxy will depend on the nominee’s proxy processes. Under the NYSE Company Guide, brokers who hold shares in “street name” for customers are precluded from exercising voting discretion with respect to the approval of non-routine matters (so called “broker non-votes”) where the beneficial owner has not given voting instructions.

Revocation of Proxies. You may revoke your proxy at any time before a vote is taken by notifying our Secretary in writing at our address given above, by executing a new proxy bearing a later date or by submitting a new proxy by telephone or internet, or by virtually attending the Annual Meeting and voting during the meeting.

Voting in Accordance with Instructions. The shares represented by your properly completed proxy will be voted in accordance with your instructions marked on it. If you properly sign, date, and deliver to us your proxy but you mark no instructions on it, the shares represented by your proxy will be voted for the election of directors, Accounting Proposal, Advisory Proposal and Adjournment Proposal.

Quorum and Voting Rights. The presence at the Annual Meeting virtually or by proxy of a majority of the outstanding shares entitled to vote on the record date constitutes a quorum for purposes of voting on a particular matter and conducting business at the Annual Meeting. Better Choice’s common stock is its only class of stock that is issued and outstanding. Each share of our common stock entitles its holder to one vote.

Required Vote. Assuming a quorum is present, the affirmative vote of a majority of the shares entitled to vote that are present at the Annual Meeting virtually or represented by proxy is required for the approval of Accounting Proposal, Advisory Proposal and Adjournment Proposal. The election of directors is subject in each case to the affirmative vote of a plurality. Abstentions will be counted for purposes of determining the presence or absence of a quorum. A broker non-vote will be counted for purposes of establishing a quorum if the beneficial owner whose failure to provide voting instructions with respect to a particular proposal that has resulted in such broker non-vote has instructed such beneficial owner’s nominee how to vote with respect to at least one other proposal to be voted on at the Annual Meeting. Otherwise, a broker non-vote does not count for purposes of establishing a quorum. Abstentions will not be counted as having voted either for or against any proposal contemplated at the Annual Meeting, but will have the same effect as a vote against the Accounting Proposal, Advisory Proposal and Adjournment Proposal. Broker non-votes will not be counted as having voted either for or against any proposal contemplated at the Annual Meeting, but will have the same effect as a vote against the Accounting Proposal, Advisory Proposal and Adjournment Proposal.

**Record Date.**The close of business on October 21, 2024 has been fixed as the record date of the Annual Meeting, and only stockholders of record at that time will be entitled to vote. As of October 21, 2024, there were 1,825,139 shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting. Only record holders and beneficial owners who held shares on the record date, or their duly authorized proxies, may attend the Annual Meeting.

TABLE OF CONTENTS

INFORMATION CONTAINED IN THIS PROXY STATEMENT

The information contained in this proxy statement, unless otherwise indicated, is given as of November 5, 2024.

No person has been authorized to give any information or to make any representation in connection with the matters being considered herein on behalf of Better Choice other than those contained in this proxy statement and, if given or made, such information or representation should not be considered or relied upon as having been authorized. This proxy statement does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or proxy solicitation. Neither the delivery of this proxy statement nor any distribution of securities referred to herein should, under any circumstances, create any implication that there has been no change in the information set forth herein since the date of this proxy statement.

Information contained in this proxy statement should not be construed as legal, tax or financial advice and Better Choice stockholders are urged to consult their own professional advisors in connection with the matters considered in this proxy statement.