CISO Global, Inc.
For the period ended Mar 5, 2025. Filed Mar 5, 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.
Mar 5, 2025 · Filed Mar 5, 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 (Amendment No. __)
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 Pursuant to §240.14a-12 |
CISO 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
March 5, ** 2025**
The Annual Meeting of Stockholders of CISO Global, Inc., a Delaware corporation, will be held at 1:00 p.m., local time, on Thursday, April 24, 2025, at 6900 E. Camelback Road, Suite 900, Scottsdale, Arizona, 85251 (the “2024 Annual Meeting”).
The 2024 Annual Meeting will be held for the following purposes:
| 1. | To elect directors to serve until our next annual meeting of stockholders and until their successors are elected and qualified. |
| 2. | To ratify the appointment of Semple, Marchal & Cooper, LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending December 31, 2024. |
| 3. | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
These items of business are more fully described in the proxy statement accompanying this notice.
Only stockholders of record at the close of business on March 5, 2025 are entitled to notice of and to vote at the meeting or any adjournment or postponement thereof.
All stockholders are cordially invited to attend the meeting and vote in person. To assure your representation at the meeting, however, you are urged to vote by proxy as soon as possible over the Internet, by e-mail, by facsimile, or by mail by following the instructions on the proxy card. You may vote in person at the meeting even if you have previously given your proxy.
Sincerely,
/s/ Debra L. Smith
Debra L. Smith
Secretary
Scottsdale, Arizona
March 5, 2025
TABLE OF CONTENTS
| VOTING AND OTHER MATTERS | 2 |
|---|---|
| PROPOSAL ONE – ELECTION OF DIRECTORS | 5 |
| CORPORATE GOVERNANCE | 7 |
| EXECUTIVE COMPENSATION | 10 |
| EQUITY COMPENSATION PLAN INFORMATION | 19 |
| SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 20 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 21 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 22 |
| PROPOSAL TWO – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT | 23 |
| DEADLINES FOR RECEIPT OF STOCKHOLDER PROPOSALS | 24 |
| HOUSEHOLDING OF PROXY MATERIALS | 24 |
| OTHER MATTERS | 24 |
6900 E. Camelback Road, Suite 900
Scottsdale, Arizona 85251
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.