FG Communities Holdings Inc.
For the period ended Nov 21, 2024. Filed Nov 21, 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.
Nov 21, 2024 · Filed Nov 21, 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 under §240.14a-12 |
Fundamental Global 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 all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 19, 2024
November 21, 2024
To Our Stockholders:
You are cordially invited to attend our 2024 Annual Stockholders’ Meeting, which will be conducted virtually athttps://www.colonialstock.com/vm/fundamentalglobal.htmon December 19, 2024 at 10:00 a.m., Eastern time, and any adjournments or postponements thereof for the following purposes:
| 1. | To elect to the Board of Directors the seven director nominees identified in the accompanying Proxy Statement, each to serve for a term as described in the Proxy Statement; |
| 2. | To approve Amendment No. 2 to our 2021 Equity Incentive Plan to increase the number of shares authorized for issuance under the plan; |
| 3. | To ratify the appointment of Haskell & White LLP as our independent registered public accounting firm for the year ending December 31, 2024; |
| 4. | To consider and act upon a non-binding advisory resolution to approve the compensation of our named executive officers; and |
| 5. | To consider and transact such other business as may properly come before the meeting or any postponement or adjournment thereof. |
Only stockholders of record at the close of business on November 8, 2024 are entitled to notice of, and to vote at, the Annual Meeting.
Please read the Proxy Statement and vote your shares as soon as possible. Your vote is very important. Please complete, sign, date and return the accompanying proxy card, or follow the instructions on the card for voting by telephone or Internet. You may also attend the Annual Meeting and vote in person.
By Order of the Board of Directors,
/s/ D. Kyle Cerminara
D. Kyle Cerminara
Chairman of the Board
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON DECEMBER 19, 2024:
This Notice and the accompanying Proxy Statement are first being distributed or made available, as the case may be, on or about November 22, 2024 and the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders and Annual Report on Form 10-K for the year ended December 31, 2023 are available athttp://www.proxyvote.com.
TABLE OF CONTENTS
| PROXY STATEMENT FOR 2024 ANNUAL MEETING OF STOCKHOLDERS | 4 |
|---|---|
| QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING | 4 |
| PROPOSAL 1 — ELECTION OF DIRECTORS | 8 |
| CORPORATE GOVERNANCE | 12 |
| DIRECTOR COMPENSATION | 17 |
| PROPOSAL 2 — TO APPROVE AMENDMENT NO. 2 TO OUR 2021 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE PLAN; | 18 |
| PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF HASKELL & WHITE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024 | 24 |
| AUDIT COMMITTEE REPORT | 25 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 26 |
| COMPENSATION OF EXECUTIVE OFFICERS | 27 |
| PROPOSAL 4 — To consider and act upon a non-binding advisory resolution to approve the compensation of our Named Executive Officers | 36 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 37 |
| TRANSACTIONS WITH RELATED PERSONS | 38 |
| OTHER MATTERS | 40 |
| HOUSEHOLDING | 40 |
| STOCKHOLDER PROPOSALS FOR PRESENTATION AT THE 2024 ANNUAL MEETING | 40 |
FUNDAMENTAL GLOBAL INC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.