SPLASH BEVERAGE GROUP INC
For the period ended Oct 18, 2024. Filed Oct 18, 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.
Oct 18, 2024 · Filed Oct 18, 2024
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DEF 14A 1 e6040_def14a.htm FORM 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
(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 under §240.14a-12 |
SPLASH BEVERAGE GROUP, 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
TO BE HELD ON NOVEMBER 15, 2024
To the stockholders of Splash Beverage Group, Inc.,
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Splash Beverage Group, Inc. (the “Company”) to be held in a virtual-only meeting format via live webcast on the Internet on November 15, 2024 at 10:00 a.m. Eastern Time. At the annual meeting you will be asked to vote on the following matters:
| 1. | To elect directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | to ratify and approve the appointment of Rose, Snyder & Jacobs LLP as Company’s independent registered accounting firm for the fiscal year ended December 31, 2024 (the “Rose, Snyder, & Jacobs Proposal”); |
| 3. | to approve, in accordance with NYSE American Company Guide Rule 713(a), the issuance of 2,775,000 shares of Common Stock pursuant to certain adjustments contained within the agreements with certain accredited investors in connection with a private placement on May 1, 2024 (the “Adjustment Proposal”); and |
| 4. | to approve the issuance of shares of common stock in relation to that certain securities purchase agreement dated August 22, 2024, pursuant to which the Company has issued or will issue commitment shares, shares upon conversion of the convertible notes, and shares issuable pursuant to exercise of warrants, issued to accredited investors to such securities purchase agreement.(the “Issuance Proposal”). |
We also will transact such other business as may properly come before the annual meeting or any adjournments thereof.
The Board of Directors recommends that you vote at the annual meeting “FOR” the election of each nominee as director and “FOR” each of the other proposals set forth in this Notice. These items of business are more fully described in the proxy statement that is attached to this Notice. The Board of Directors has fixed the close of business on September 17, 2024, as the “Record Date” for determining the stockholders that are entitled to notice of and to vote at the annual meeting and any adjournments thereof. A list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose related to the meeting to the Annual Meeting, by appointment, for a period of ten days before the meeting in person at our corporate offices in Fort Lauderdale, Florida, and in electronic form at the meeting.
It is important that your shares are represented and voted at the meeting. You can vote your shares by completing, signing, and returning your completed proxy card or vote by mail, internet or by fax by following the instructions included in the proxy statement. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the proxy statement.
We are holding the 2024 Annual Meeting of Stockholders in a virtual-only meeting format via live webcast on the internet. You will not be able to attend at a physical location. Stockholders will be able to join and attend online by logging in at www.virtualshareholdermeeting.com/SBEV2024. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.
| By Order of the Board of Directors | |
| /s/ Robert Nistico | |
| Fort Lauderdale, FL | Chief Executive Officer and Director |
|---|---|
| October 18, 2024 | |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
The Proxy Statement and the 2023 Annual Report on Form 10-K are available at
www.splashbeveragegroup.com or www.proxyvote.com
TABLE OF CONTENTS
| Page | |
|---|---|
| General | 1 |
| Questions and Answers | 1 |
| Who Can Help Answer Your Questions? | 5 |
| Corporate Governance | 5 |
| Board of Directors | 5 |
| Director Independence | 5 |
| Board leadership structure and role in risk oversight | 6 |
| Code of Ethics | 6 |
| Anti-Hedging and Anti-Pledging Policies | 6 |
| Board of Directors Meetings and Attendance | 6 |
| Legal Proceedings | 6 |
| Board Committees | 7 |
| Audit Committee | 7 |
| Nominating and Corporate Governance Committee | 7 |
| Compensation Committee | 8 |
| Compensation Committee Interlocks and Insider Participation | 9 |
| Director Compensation | 9 |
| Audit Committee Report | 10 |
| Directors and Executive Officers | 11 |
| Executive Compensation | 13 |
| Summary Compensation Table | 13 |
| Employment Agreements | 13 |
| Equity Compensation Plan Information | 14 |
| Outstanding Equity Awards at December 31, 2023 | 15 |
| Pension Benefits | 15 |
| Potential Payments Under Severance/Change in Control Arrangements | 15 |
| Pay versus Performance Information | 17 |
| Principal Stockholders | 21 |
| Certain Relationships and Related Transactions | 22 |
| Principal Accounting Fees and Services | 22 |
| Proposal 1 — Election of Directors | 23 |
| Proposal 2 — Rose, Snyder & Jacobs Proposal | 24 |
| Proposal 3 — Issuance of Shares Pursuant to Certain Adjustments Proposal | 26 |
| Proposal 4 — Issuance Proposal | 29 |
| Other Matters | 32 |
| Householding of Proxy Materials | 32 |
| Proposals of Stockholders | 32 |
| Additional Information | 32 |
| Where You Can Find More Information | 33 |
Stockholders Should Read the Entire Proxy Statement Carefully Prior to Returning Their Proxies
i
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.