HARROW, INC.
For the period ended Dec 31, 2024. Filed Apr 25, 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.
Dec 31, 2024 · Filed Apr 25, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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 Pursuant to §240.14a-12 |
HARROW, 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):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
Notice of Annual Meeting
and
Proxy Statement
2025 Annual Meeting of Stockholders
Wednesday, June 18, 2025, 8:00 a.m. CT
Location:
Harrow’s Corporate Office
1A Burton Hills Blvd., Suite 200
Nashville, TN 37215
April 25, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Harrow, Inc. (the “Annual Meeting”), which will be held at our corporate office located at 1A Burton Hills Blvd., Suite 200, Nashville, TN 37215, on June 18, 2025, at 8:00 a.m. (Central Time).
In accordance with rules adopted by the Securities and Exchange Commission, we are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Proxy Statement and our Annual Report for the fiscal year ended December 31, 2024 (the “Annual Report”). The Notice of Internet Availability of Proxy Materials contains instructions on how stockholders can access the proxy documents over the Internet as well as how stockholders can receive a paper copy of our proxy materials, including the Proxy Statement, the Annual Report and a form of proxy card.
The notice of meeting and Proxy Statement describe the matters to be acted upon at the Annual Meeting. If you plan to attend the Annual Meeting and your shares are held in street name (by a broker, for example), you should ask the record holder for a legal proxy and bring it with you to the Annual Meeting, so that we can verify your ownership of Harrow, Inc. stock. Please note that if your shares are held in street name and you do not bring a legal proxy from the record holder, although you will be able to attend the Annual Meeting, you will not be able to vote at the Annual Meeting.
Whether or not you plan to attend the Annual Meeting personally, and regardless of the number of shares you own, it is important that your shares be represented at the Annual Meeting. Accordingly, we urge you to promptly complete the proxy card and return it to our Corporate Secretary at 1A Burton Hills Blvd., Suite 200, Nashville, TN 37215, or to promptly use the telephone or Internet voting system. If you do attend the Annual Meeting and wish to vote in person, you may withdraw a previously submitted proxy at that time.
Sincerely,
Mark L. Baum
Chief Executive Officer and Chairman of the Board of Directors
TABLE OF CONTENTS
| PROXY STATEMENT | 1 |
|---|---|
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 4 |
| PROPOSAL NO. 2: APPROVAL OF THE HARROW, Inc. 2025 INCENTIVE STOCK AND AWARDS PLAN | 6 |
| PROPOSAL NO. 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 10 |
| PROPOSAL No. 4: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 11 |
| PROPOSAL No. 5: ADVISORY VOTE ON the Frequency of Future advisory votes on executive compensation | 12 |
| CORPORATE GOVERNANCE | 13 |
| DIRECTOR COMPENSATION | 20 |
| EXECUTIVE COMPENSATION | 21 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 31 |
| REPORT OF THE AUDIT COMMITTEE | 32 |
| HOUSEHOLDING OF PROXY MATERIALS | 33 |
| STOCKHOLDER PROPOSALS | 33 |
| OTHER MATTERS | 34 |
| APPENDIX A – HARROW, iNC. 2025 INCENTIVE STOCK AND AWARDS PLAN | a-1 |
1A Burton Hills Blvd., Suite 200
Nashville, TN 37215
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.