Envela Corp
For the period ended Jun 28, 2024. Filed Apr 30, 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.
Jun 28, 2024 · Filed Apr 30, 2024
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DEF 14A 1 ela_def14a.htm DEF 14A
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 Pursuant to §240.14a-12 |
ENVELA CORPORATION
(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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) Title of each class of securities to which transaction applies: | |
| (2) Aggregate number of securities to which transaction applies: | |
| (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) Proposed maximum aggregate value of transaction: | |
| (5) Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) Amount Previously Paid: | |
| (2) Form, Schedule or Registration Statement No.: | |
| (3) Filing Party: | |
| (4) Date Filed: |
**ENVELA CORPORATION
1901 GATEWAY DRIVE, STE 100
IRVING, TEXAS 75038
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 28, 2024
Dear Envela Stockholder:
On behalf of the Envela Corporation’s Board of Directors and our senior management team, I am pleased to invite you to attend our 2024 Annual Meeting of Stockholders (the “annual meeting”) which will be held virtually on Friday, June 28, 2024 at 2:00 p.m. Central Daylight Time. The annual meeting will be conducted online by registering at:
https://us06web.zoom.us/meeting/register/tZMvcuyhrDgpG9z6-MktMwnSZ_t71AgP_oUE
You will be sent a link to the annual meeting upon registration approval. Registered stockholders and duly appointed proxyholders who participate in the annual meeting online will be able to listen to the annual meeting, ask questions and vote at the annual meeting in real time. Stockholders will not be able to attend the annual meeting physically. Please see Voting Procedures and Revocability of Proxies, starting on page 2, for instructions on voting at the annual meeting.
At this year’s annual meeting, you will be asked to: (i) elect five directors to serve until the next annual meeting of stockholders and until their respective successors shall have been duly elected and qualified; (ii) ratify the appointment of Whitley Penn LLP (“Whitley Penn”) as our independent registered public accountants for the fiscal year ending December 31, 2024; (iii) vote to adjourn the annual meeting, if necessary, to solicit additional proxies in favor of proposals one and two, and (iv) transact such other business as may properly come before the annual meeting and any adjournment(s) thereof. Our Board of Directors unanimously recommends that you vote: (a) FOR the directors nominated; (b) FOR the ratification of Whitley Penn. Accordingly, please give careful attention to these proxy materials.
Only holders of record of our Common Stock as of the close of business on May 24, 2024, are entitled to notice of, and to vote at our annual meeting and any adjournment(s) thereof. Our transfer books will not be closed.
You are cordially invited to attend the annual meeting virtually. Whether you expect to attend the annual meeting or not, please vote, sign, date and return in the self-addressed envelope provided the enclosed proxy card as promptly as possible. If you attend the annual meeting, you may vote your shares “in person”, even though you have previously signed and returned your proxy.
By Order of the Board of Directors,
/s/ John R. Loftus
John R. Loftus
Chief Executive Officer
Dallas, Texas
April 30, 2024
YOUR VOTE IS IMPORTANT.
PLEASE EXECUTE AND RETURN PROMPTLY THE
ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED HEREIN.
i
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT | 2 |
| VOTING PROCEDURES AND REVOCABILITY OF PROXIES | 2 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 5 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 8 |
| BOARD OF DIRECTORS AND COMMITTEES | 9 |
| EXECUTIVE OFFICERS | 13 |
| EXECUTIVE COMPENSATION | 14 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 18 |
| PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF WHITLEY PENN AS INDEPENDENT AUDITORS OF ENVELA FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 | 19 |
| PROPOSAL 3: ADJOURNMENT OF THE ANNUAL MEETING TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF PROPOSALS ONE THROUGH TWO | 21 |
| SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | |
| PERSONS MAKING THE SOLICITATION | 22 |
| OTHER MATTERS | 22 |
**ENVELA CORPORATION
1901 GATEWAY DR., STE 100
IRVING, TEXAS 75038
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.