Sports Entertainment Gaming Global Corp
For the period ended Feb 10, 2025. Filed Feb 10, 2025.
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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.
Feb 10, 2025 · Filed Feb 10, 2025
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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 | ☒ |
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| Filed by a Party other than the Registrant | ☐ |
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 §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 all boxes that apply):
| ☒ | No fee required. |
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| ☐ | 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. |
5049 Edwards ranch rd., 4 th floor
fort worth, TX 76109
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 20, 2025 AT 10 A.M. CENTRAL TIME
Dear Stockholders of Lottery.com Inc.:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Lottery.com Inc., a Delaware corporation (the “Company”). The meeting will be held on February 20, 2025 at 10 a.m. Central Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted only via a live audio webcast. You will be able toattend the Annual Meeting, submit your questions and vote online during the meeting by visiting https://www.cstproxy.com/lottery/2025. To participate in the Annual Meeting, you will need to register to attend the meeting by 5:00 p.m., Eastern time, on February 17, 2025 using the control number located on the Notice of Internet Availability of Proxy Materials for the Annual Meeting, or if you received paper copies, your proxy card or voting instruction form. For purposes of attendance at the Annual Meeting, all references in the accompanying Proxy Statement to “present in person” or “in person” shall mean virtually present at the Annual Meeting.
We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:
| 1. | To elect one nominee for Class II director named in the accompanying proxy statement to serve until the 2027 annual meeting of stockholders and until their successor is duly elected and qualified; |
| 2. | To approve an amendment to the Company’s second amended and restated certificate of incorporation to effect a reverse stock split of our common stock, par value $0.001 per share (the “Common Stock”) at a ratio in the range of one-for-two to one-for-thirty of our Common Stock, with the exact ratio to be determined in the discretion of our board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by our board of directors in its sole discretion (the “Reverse Stock Split Proposal”); |
| 3. | To ratify the appointment by the audit committee of our board of directors of Boladale Lawal & Co. as our independent registered public accounting firm for the year ending December 31, 2024; |
| 4. | To approve, on an advisory basis, a proposal to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Reverse Stock Split Proposal; and |
| 5. | To transact any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof. |
These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. The record date for the Annual Meeting is December 31, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. Additional details regarding access to the Annual Meeting and the business to be conducted at the Annual Meeting are described in the accompanying proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on February 20, 2025 at 10 a.m. Central Time online at https://www.cstproxy.com/lottery/2025 The proxy statement and 2024 annual report to stockholders are available at www.proxyvote.com
By Order of the Board of Directors,
Matthew McGahan Chairman of the Board February 10, 2025
All stockholders are cordially invited to attend the Annual Meeting, which will be held virtually via the Internet. Whether or not you expect to attend the Annual Meeting, please vote over the telephone or the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you may need to obtain a proxy issued in your name from that record holder. Please contact your broker, bank or other nominee for information about specific requirements if you would like to vote your shares at the meeting.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 1 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 6 |
| NOMINEE FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024 | 6 |
| THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS | 8 |
| PROPOSAL NO. 2: APPROVAL OF REVERSE STOCK SPLIT | 12 |
| PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 21 |
| AUDIT COMMITTEE REPORT | 23 |
| Report of the Audit Committee of the Board of Directors | 23 |
| PROPOSAL NO.4: APPROVAL, ON AN ADVISORY BASIS, TO ADJOURN ANNUAL MEETING TO SOLICIT ADDITIONAL PROXIES FOR PROPOSAL NO. 2 | 24 |
| EXECUTIVE OFFICERS | 24 |
| EXECUTIVE COMPENSATION | 25 |
| DIRECTOR COMPENSATION | 26 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 27 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 28 |
| OTHER MATTERS | 29 |
| OTHER INFORMATION | 29 |
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT 10 a.m. Central TIME ON February 20, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.