Forward Industries, Inc.
For the period ended Feb 6, 2024. Filed Jan 2, 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.
Feb 6, 2024 · Filed Jan 2, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
| Filed by Registrant | þ |
|---|---|
| Filed by Party other than Registrant | ¨ |
| Check the appropriate box: | |
| ¨ | Preliminary Proxy Statement | ¨ | Confidential, for Use of the Commission |
|---|---|---|---|
| Only (as permitted by Rule 14a-6(e)(2)) | |||
| þ | Definitive Proxy Statement | ¨ | Definitive Additional Materials |
| ¨ | Soliciting Materials Pursuant to §240.14a-12 | ||
FORWARD INDUSTRIES, 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): | ||
|---|---|---|
| þ | 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): | |
| $_____ per share as determined under Rule 0-11 under the Exchange Act. | ||
| (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. |
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| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
Forward Industries, Inc.
700 Veterans Memorial Highway, Suite 100
Hauppauge, New York 11788
_________________________
To The Shareholders of Forward Industries, Inc.:
We are pleased to invite you to attend the 2024 Annual Meeting of the Shareholders of Forward Industries, Inc. (the “Annual Meeting”) which will be held at 10:00 a.m. on February 6, 2024, at the offices of CohnReznick, 1301 Avenue of the Americas, Seventh Floor, in New York, New York. At the Annual Meeting, our shareholders will be asked:
| 1. | To elect three members to our Board of Directors. |
| 2. | To ratify the appointment of our independent registered public accounting firm for fiscal year 2024. |
| 3 | To approve an amendment to our Restated Certificate of Incorporation to authorize a reverse stock split of our issued and outstanding shares of common stock at a ratio to be determined in the discretion of our Board of Directors within a range of one-for-two through one-for three (the “Reverse Split”). |
| 4. | To approve an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting. |
| 5. | For the transaction of such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Shareholders of record as of the close of business on December 22, 2023 are entitled to vote at the annual meeting and any postponement or adjournment thereof. Please see pages 1-2 for additional information regarding accessing the Annual Meeting and how to vote your shares. You do not need to attend the meeting to vote your shares.
Your vote is important. Please vote your proxy promptly to ensure your shares are properly represented, even if you plan to join the annual meeting. You can vote by Internet, by telephone, or by using the enclosed proxy card.
We appreciate your continued confidence in our Company and look forward to your joining us on February 6, 2024.
By the Order of the Board of Directors
/s/ Terence Wise
Terence Wise
Chief Executive Officer
Dated: January 2, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on February 6, 2024: This Proxy Statement and Form 10-K are available at: https://www.proxyvote.com
If You Plan to Attend
Please note that space limitations make it necessary to limit attendance to shareholders. Registration and seating will begin at 9:00 a.m. Shares can be voted at the meeting only if the holder is present in person or by valid proxy.
For admission to the meeting, each shareholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of stock ownership as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the meeting.
If you do not plan on attending the meeting, please vote your shares via the Internet, by phone or by signing and dating the enclosed proxy and return it in the business envelope provided. Your vote is very important.
REVIEW THE PROXY STATEMENT AND VOTE IN FOUR WAYS:
| VIA THE INTERNET IN ADVANCE Visit www.proxyvote.com. | BY MAIL Sign, date, and return the enclosed proxy card or voting instruction form. |
| BY TELEPHONE Call the telephone number on your proxy card or voting instruction form. | AT THE MEETING Attend the annual meeting virtually. See page 1 for additional details on how to attend. |
Whether or not you expect to attend in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.