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 [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
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Preliminary Proxy
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[
] Confidential, for
Use of the SEC Only (as permitted by Rule 14a-6(e)(2))
[X]
Definitive Proxy
Statement
[
] Definitive
Additional Materials
[
] Soliciting Material
Pursuant to 14a-12
SUPER LEAGUE GAMING, 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):
[X]
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Exchange Act Rules 14a-6(i)(4) and 0-11.
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Super League Gaming, Inc.
2906 Colorado Ave.
Santa Monica, California 90404
(802) 294-2754
June 12, 2020
Dear
Stockholders:
You are
cordially invited to attend the 2020 annual meeting of stockholders
(the “Annual
Meeting” or the “Meeting”) of Super League Gaming,
Inc. (the “Company”) to be held at 10:00
a.m., Pacific Time, on Thursday, July 23, 2020. Due to concerns
about the COVID-19 pandemic and the related protocols implemented
by federal, state and local governments, the Annual Meeting will be
held via the internet and will be a completely virtual meeting. You
may attend and submit questions during the Annual Meeting on the
internet at https://www.issuerdirect.com/virtual-event/slgg. Prior
to the Meeting, and during the Meeting until polls are closed, you
may vote by logging into https://www.iproxydirect.com/SLGG using
your shareholder information provided on the Notice of Internet
Availability of Proxy Materials described below.
As part of our efforts
to conserve environmental resources and prevent unnecessary
corporate expense, we are using the “Notice and
Access” method of providing proxy materials to you via the
internet. We believe that this process should provide you with a
convenient and quick way to access your proxy materials and vote
your shares, while allowing us to conserve natural resources and
reduce the costs of printing and distributing the proxy materials.
On or about June 12, 2020, we are mailing to our stockholders a
Notice of Internet Availability of Proxy Materials (the
“Notice”)
containing instructions on how to access our proxy statement and
vote electronically via the internet or by telephone. The Notice
also contains instructions on how to receive a paper copy of your
proxy materials.
Details
of the business to be conducted at the Annual Meeting are described
in both the Notice, and in this proxy statement. We have also made
a copy of our Annual Report on Form 10-K for the year ended
December 31, 2019 (“Annual
Report”) available with this proxy statement. We
encourage you to read our Annual Report. It includes our audited
financial statements and provides information about our
business.
We look
forward to your participation in the Annual Meeting by attending
virtually or by submitting your proxy. Further details regarding
the matters to be acted upon at this meeting appear in the
accompanying Notice and Proxy Statement. Please give this material
your careful attention.
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Sincerely,
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/s/ Ann
Hand
Ann
Hand
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Executive
Chair
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YOUR
VOTE IS IMPORTANT
All stockholders are cordially invited to virtually attend the
Annual Meeting. However, to ensure your representation at the
Annual Meeting, you are urged to vote by Internet or telephone as
soon as possible. Returning your proxy will help us assure that a
quorum will be present at the Annual Meeting and avoid the
additional expense of duplicate proxy solicitations. Any
stockholder virtually attending the Annual Meeting may vote at the
Meeting, even if he or she has returned a proxy.
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Super League Gaming, Inc.
2906 Colorado Ave.
Santa Monica, California 90404
(802) 294-2754
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on July 23,
2020
Dear
Stockholders of Super League Gaming, Inc.:
We are pleased to invite you to attend the 2020 annual meeting of
stockholders (the “Annual
Meeting” or the “Meeting”) of Super League Gaming,
Inc., a Delaware corporation (the “Company”), which takes place on
Thursday, July 23, 2020 at 10:00 a.m., Pacific Time. The Annual
Meeting will be a virtual meeting, held on the internet at
https://www.issuerdirect.com/virtual-event/slgg, for the following
purposes:
1.
to elect six
directors to our Board of Directors, each to serve until our next
annual meeting of stockholders, or until their respective successor
is duly elected and qualified;
2.
to approve of an
amendment to our Amended and Restated Certificate of Incorporation
(our “Charter”)
to classify our Board of Directors into three classes
with staggered three-year terms (the “Classified Board
Amendment”);
3.
to approve of an
amendment to the Super League Gaming, Inc. Amended and Restated
2014 Stock Option and Incentive Plan (the “2014 Plan”) to increase the
number of shares of common stock available for issuance under the
2014 Plan by 750,000 shares;
4.
to ratify the
appointment of Squar Milner LLP
as our independent auditors for the year ending December 31, 2020;
and
5.
to vote upon such
other matters as may properly come before the Annual Meeting and
any adjournment or postponement thereof.
These
matters are more fully discussed in the attached proxy
statement.
We have elected to
provide access to our proxy materials primarily over the internet,
pursuant to the Securities and Exchange Commission’s
“Notice and Access” rules. We believe this process
expedites stockholders’ receipt of proxy materials, while
lowering the costs of our Annual Meeting and conserving natural
resources. On or about June 12, 2020, we mailed a Notice of
Internet Availability of Proxy Materials (the
“Notice”)
to each of our stockholders entitled to notice of and to vote at
the Annual Meeting, which contains instructions for accessing the
attached proxy statement, our Annual Report on Form 10-K for the
fiscal year ended December 31, 2019 (“Annual
Report”) and voting
instructions. The Notice also includes instructions on how you can
receive a paper copy of your proxy materials. This proxy statement
and the Annual Report both are available online at:
https://www.iproxydirect.com/slgg.
The
close of business on May 27,
2020 (the “Record
Date”) has been fixed as the Record Date for the
determination of stockholders entitled to notice of, and to vote
at, the Annual Meeting or any adjournments or postponements
thereof. Only holders of record of our Common Stock at the close of
business on the Record Date are entitled to notice of, and to vote
at, the Annual Meeting. A complete list of stockholders entitled to
vote at the Annual Meeting will be available for examination by any
of our stockholders for purposes pertaining to the Annual Meeting
at our corporate offices, located at 2906 Colorado Ave., Santa
Monica, California 90404, during normal business hours for a period
of ten days prior to the Annual Meeting, and at the
Annual Meeting.
Whether
or not you expect to virtually attend the Meeting, we urge you to
vote your shares as promptly as possible by Internet or telephone
so that your shares may be represented and voted at the Annual
Meeting. If your shares are
held in the name of a bank, broker or other fiduciary, please
follow the instructions on the voting instruction card furnished by
the record holder.
Our
Board of Directors recommends that you vote “FOR” each
of the director nominees identified in Proposal No. 1 and
“FOR” Proposals No. 2, 3 and 4. Each of these Proposals
are described in detail in the accompanying Proxy
Statement.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING TO BE HELD ON JULY 23,
2020:
THE ANNUAL REPORT AND PROXY STATEMENT ARE AVAILABLE ONLINE
AT:
HTTPS://WWW.IPROXYDIRECT.COM/SLGG
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By
Order of the Board of Directors,
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/s/ Ann
Hand
Ann
Hand
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Executive
Chair
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Santa
Monica, California
June 12, 2020
Super League Gaming, Inc.
2906 Colorado Ave.
Santa Monica, California 90404
Tel. (802) 294-2754
PROXY STATEMENT
The
enclosed proxy is solicited on behalf of the Board of Directors
(“Board”) of
Super League Gaming, Inc., a Delaware corporation (the
“Company”), for
use at the Company’s 2020 annual meeting of stockholders (the
“Annual
Meeting” or the “Meeting”). The Annual Meeting
will take place on Thursday July 23, 2020, 10:00 a.m., Pacific
Time, and will be held on the internet at
https://www.issuerdirect.com/virtual-event/slgg.
We have elected to
provide access to this year’s proxy materials primarily over
the internet, under the Securities and Exchange Commission’s
(“SEC”) “Notice
and Access” rules. This proxy statement and the form
of proxy are being made available, and the Notice of Internet
Availability of Proxy Materials (the “Notice”) is being mailed, to
stockholders on or about June 12, 2020. The Notice contains
instructions for accessing this attached proxy statement, our
Annual Report on Form 10-K for the fiscal year ended December 31,
2019 (“Annual
Report”) and voting
instructions. The Notice also includes instructions on how you can
receive a paper copy of your proxy materials.
This
proxy statement and the Annual Report can also be accessed free of
charge online as of June 12,
2020 at:
https://www.iproxydirect.com/slgg.
Voting
The
specific proposals to be considered and acted upon at our Annual
Meeting are each described in this proxy statement. Only
holders of our common stock, par value $0.001 per share, as of the
close of business on May 27,
2020 (the “Record
Date”) are entitled to notice of and to vote at the
Annual Meeting. On the Record Date, there were 10,427,760 shares of common stock issued
and outstanding. Each holder of common stock is entitled to one
vote for each share held as of the Record Date.
Quorum
In order for any business to be conducted at the
Annual Meeting, a quorum must be present. The presence at the
Annual Meeting, either by virtual attendance or by proxy, of
holders of our common stock entitled to vote and representing at
least a majority of our outstanding voting power will constitute a
quorum for the transaction of business. If you submit a properly
executed proxy, regardless of whether you abstain from voting on
one or more matters, your shares will be counted as present at the
Annual Meeting for the purpose of establishing a quorum. Shares
that constitute broker non-votes will also be counted as present at
the Annual Meeting for the purpose of establishing a quorum. If a
quorum is not present at the scheduled time of the Annual Meeting,
the stockholders who are present may adjourn the Annual Meeting
until a quorum is present. The time and place of the adjourned
Annual Meeting will be announced at the time the adjournment is
taken, and no other notice will be given. An adjournment will have
no effect on the business that may be conducted at the Annual
Meeting.
Required Vote for Approval
Proposal No. 1: Election of Directors.
Directors are elected by a plurality
vote. This means that the six director nominees who receive
the greatest number of affirmative votes cast at the Annual Meeting
by the shares present, either by virtual attendance or by proxy and
entitled to vote, will be elected. Abstentions and broker non-votes will have no
effect on the outcome of the election of the
directors.
Proposal No. 2: Amendment to Our Amended and
Restated Certificate of Incorporation to Classify our Board of
Directors. The affirmative
“FOR” vote of the holders of a majority of our
outstanding shares of common stock outstanding as of the Record
Date is required to approve of an amendment to our Amended and
Restated Certificate of Incorporation (our
“Charter”) to classify our Board of
Directors into three classes with staggered three-year terms (the
“Classified Board
Amendment”). A copy of the Classified Board Amendment
is attached to this proxy statement as Appendix A. We expect that
a broker or other nominee will not
have discretionary authority to vote on this proposal, and any
broker non-votes received will have no effect on the outcome of
this proposal.
Proposal No. 3: Amendment to
the 2014 Plan to Increase the Number of Shares Authorized for
Issuance. The
affirmative “FOR” vote of a majority of the shares
present in person or by proxy at the Annual Meeting and entitled to
vote is necessary to approve of an
amendment to the Amended and Restated 2014 Stock Option and
Incentive Plan (the “2014
Plan”) to increase the number of shares of common
stock available for issuance under the 2014 Plan by 750,000 shares,
for a total of approximately 2.58 million shares (the
“Plan
Amendment”). A copy of the Plan Amendment is attached
to this proxy statement as Appendix B. We expect that
a broker or other nominee will
generally have discretionary authority to vote on this proposal
because it is considered a routine matter, and therefore we do not
expect broker non-votes with respect to this proposal. However, any
broker non-votes received will have no effect on the outcome of
this proposal.
Proposal No. 4: Ratification of Appointment of
Auditors. To ratify the
appointment of Squar Milner,
LLP, as our independent
auditors for the fiscal year ending December 31, 2020, the number
of votes cast “FOR” must exceed the number of votes
cast “AGAINST” this proposal. A properly executed proxy marked
“ABSTAIN” will not be voted, although it will be
counted as present and entitled to vote for purposes of the
Proposal. Accordingly, an abstention will have the effect of a
vote against this proposal. A broker or other nominee will
generally have discretionary authority to vote on this proposal
because it is considered a routine matter, and therefore we do not
expect broker non-votes with respect to this proposal. However, any
broker non-votes received will have no effect on the outcome of
this proposal.
Broker Non-Votes
A
“broker non-vote” occurs when a nominee (typically a
broker or bank) holding shares for a beneficial owner (typically
referred to as shares being held in “street name”)
submits a proxy for the Annual Meeting, but does not vote on a
particular proposal because the nominee has not received voting
instructions from the beneficial owner and does not have
discretionary authority to vote the shares with respect to that
proposal.
Brokers
and other nominees may vote on “routine” proposals on
behalf of beneficial owners who have not furnished voting
instructions, subject to the rules applicable to broker nominees
concerning transmission of proxy materials to beneficial owners,
and subject to any proxy voting policies and procedures of those
firms. The ratification of the independent registered public
accountants, for example, is a routine proposal. Brokers and other
nominees may not vote on “non-routine” proposals,
unless they have received voting instructions from the beneficial
owner. The election of directors is considered a
“non-routine” proposal. This means that brokers and
other firms must obtain voting instructions from the beneficial
owner to vote on these matters; otherwise they will not be able to
cast a vote for such “non-routine” proposal. If your
shares are held in the name of a broker, bank or other nominee,
please follow their voting instructions so you can instruct your
broker on how to vote your shares.
Voting and Revocation of Proxies
If your
proxy is properly returned to the Company, the shares represented
thereby will be voted at the Annual Meeting in accordance with the
instructions specified thereon. If you return your proxy without
specifying how the shares represented thereby are to be voted, the
proxy will be voted (i) FOR the election of the six
director nominees named in this proxy statement, (ii) FOR the approval of the Classified Board
Amendment, (iii) FOR the
approval of the Plan Amendment, (iv) FOR ratification of the appointment
of Squar Milner, LLP as our
independent auditors for the current fiscal year, and (v) at the
discretion of the proxy holders on any other matter that may
properly come before the Annual Meeting or any adjournment or
postponement thereof.
You may
revoke or change your proxy at any time before the Annual Meeting
by filing, with our Corporate Secretary at our principal executive
offices, located at 2906 Colorado Ave., Santa Monica, California
90404, a notice of revocation or another signed proxy with a later
date. You may also revoke your proxy by attending the Annual
Meeting and voting in person. Attendance at the Annual Meeting
alone will not revoke your proxy. If you are a stockholder
whose shares are not registered in your own name, you will need
additional documentation from your broker or record holder to vote
personally at the Annual Meeting.
No Appraisal Rights
The stockholders of the Company have no dissenter’s or
appraisal rights in connection with any of the proposals described
herein.
Solicitation
We will
bear the entire cost of solicitation, including the preparation,
assembly, printing and mailing of the Notice, as well as the
preparation and posting of this proxy statement, the Annual Report
and any additional solicitation materials furnished to the
stockholders. Copies of any solicitation materials will be
furnished to brokerage houses, fiduciaries and custodians holding
shares in their names that are beneficially owned by others so that
they may forward this solicitation material to such beneficial
owners. In addition, we may reimburse such persons for their costs
in forwarding the solicitation materials to such beneficial owners.
The original solicitation of proxies may be supplemented by a
solicitation by telephone, e-mail or other means by our directors,
officers or employees. No additional compensation will be paid to
these individuals for any such services. Except as described above,
we do not presently intend to solicit proxies other than by e-mail,
telephone and mail.
Order of the SEC Modifying Exemptions from the Reporting and Proxy
Delivery Requirements for Public Companies
On April 28, 2020, we filed a Current Report on
Form 8-K with the Securities and Exchange Commission
(“SEC”) indicating that we were relying on the SEC’s
Order under Section 36 of the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”), Modifying Exemptions from the
Reporting and Proxy Delivery Requirements for Public
Companies, dated March 24, 2020
(Release No. 34-88465) (the
“Order”), extending the deadlines by up to 45 days
for filing certain reports made under the Exchange Act. We
relied on the Order to delay the filing of this proxy ptatement
relating to the Annual Meeting, including the information omitted
from our Annual Report on Form 10-K for the year ended
December 31, 2019 (the “Form 10-K”),
pursuant to General Instruction G(3) of Form 10-K (the
“Part
III Information”), which
we have included in this proxy statement, due to the circumstances
related to the COVID-19 pandemic. As disclosed in the
Current Report on Form 8-K filed on April 28, 2020, our operations
and business experienced disruption due to the unprecedented
conditions surrounding the COVID-19 pandemic, including
the implementation of certain aspects of our near-term business
plan. In addition, the pandemic caused our office in Santa Monica,
California to close due to a stay at home order in place for
California residents, and our management team issued a work from
home policy to protect our employees and their families from
potential virus transmission among co-workers. The disruption to
our business, as well as the office closure and work from home
policy caused a delay in the preparation and filing of the proxy
statement, including the Part III Information, by the original due
date of the Part III Information.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL NO. 1
ELECTION OF DIRECTORS
General
Our
Amended and Restated Bylaws (“Bylaws”) provide that
the number of directors
that constitute the entire Board of Directors (the
“Board”)
shall be fixed from time to time by resolution adopted by a
majority of the entire Board, but that in no event shall the number
be less than one. Currently, directors are elected annually, at our
annual meeting of stockholders. However, if our stockholders
approve of the Classified Board Amendment at the Annual Meeting,
our directors will be separated into three classes and with members
of each class serving three-year terms. Our Board currently
consists of six directors, each of whom has been nominated by our
Nominating and Governance Committee for election at the Annual
Meeting. The six director nominees for election at the Annual
Meeting consist of: Ann Hand, David Steigelfest, Jeff Gehl, Kristin
Patrick, Michael Keller and Mark Jung.
Each nominee, if elected at the Annual Meeting,
will hold office for a one-year term until our next annual meeting
of stockholders or until their successor is duly elected, unless
prior thereto the director resigns or the director’s office
becomes vacant by reason of death or other cause. In addition,
as described in Proposal No. 2 below, if our stockholders approve
of the Classified Board Amendment at the Meeting, then our
directors will be separated into three different classes and
elections for each class will be staggered across a three year
period. For more information, please see “Classified Board of
Directors” in Proposal
No. 2 below.
If any of the director nominees is unable or
unwilling to serve as a nominee for the office of director at the
date of the Annual Meeting or any postponement or adjournment
thereof, the proxies may be voted for a substitute nominee,
designated by the proxy holders or by the present Board to fill
such vacancy, or for the balance of those nominees named without
nomination of a substitute, and the Board may be reduced
accordingly. The Board has no reason to believe that any of
such nominees will be unwilling or unable to serve if elected as a
director.
Required Vote and Recommendation
The
election of directors requires the affirmative vote of a plurality
of the voting shares present in person or represented by proxy and
entitled to vote at the Annual Meeting. The six nominees receiving
the highest number of affirmative votes will be elected.
Abstentions and broker non-votes will
have no effect on the outcome of the election of the
directors. Unless otherwise instructed or unless authority
to vote is withheld, shares represented by executed proxies will be
voted “FOR” the election of the director nominees
listed above.
The
Board recommends that the stockholders vote “FOR” the election of
Mmes. Hand and Patrick and Messrs. Steigelfest, Gehl, Keller and
Jung.
Director Nominees
The
following section sets forth certain information regarding the
nominees for election as directors of the Company.
BOARD OF DIRECTORS
Name
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Age
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Positions
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Class (1)
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Director Since
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Ann
Hand
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51
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Chief
Executive Officer, President, Chair of the Board
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Class
III
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2015
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David
Steigelfest
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52
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Chief
Product Officer, Director
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Class
I
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2014
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Jeff
Gehl
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51
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Director
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Class
II
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2015
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Kristin
Patrick
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49
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Director
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Class
I
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2018
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Michael
Keller
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49
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Director
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Class
II
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2018
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Mark
Jung
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57
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Director
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Class
III
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2019
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_____________________
(1)
Assumes the
Classified Board Amendment is approved by stockholders at the
Annual Meeting. If the Classified Board Amendment is not approved
at the Meeting, each director will serve until our next annual
meeting of stockholders. For more information, see “Classified Board of
Directors” in Proposal
No. 2 below.
Ann Hand
Chief Executive Officer, President, Chair of the Board
Ms.
Hand has served as our Chief Executive Officer, President and Chair
of our Board since June 2015. Over the past 20 years, Ms. Hand has
served as a market-facing executive with a track record in brand
creation and turn- around with notable delivery at the intersection
of social impact with consumer trends and technology to create bold
offers, drive consumer preference and deliver bottom line results.
Prior to joining the Company, from 2009 to 2015, Ms. Hand served as
Chief Executive Officer and as a director of Project Frog, a
venture-backed firm with a mission to democratize healthy, inspired
buildings that are better, faster, greener, and more affordable
than traditional construction. From 1998 through 2008, Ms. Hand
served in various senior executive positions with BP plc, including
Senior Vice President, Global Brand Marketing & Innovation from
2005 to 2008, during which time she led many award-winning
integrated marketing campaigns and oversaw the entire brand
portfolio of B2C and B2B brands, including BP, Castrol, Arco, am/pm
and Aral. Additionally, she served as Chief Executive, Global
Liquefied Gas Business Unit with full P&L accountability across
15 countries and 3,000 staff, covering operations, logistics, sales
and marketing with over $3 billion in annual revenue. Ms. Hand was
recognized by Goldman Sachs - “100 Most Intriguing
Entrepreneurs” in 2014, by Fortune - “Top 10 Most
Powerful Women Entrepreneurs” in 2013, and Fast Company
– “100 Most Creative People” in 2011. Ms. Hand
earned a Bachelor of Arts in Economics from DePauw University, an
MBA from Northwestern’s Kellogg School of Management, and
completed executive education at Cambridge, Harvard and Stanford
Universities.
Ms. Hand’s extensive background in corporate
leadership and her practical experience in brand creation
and turn- around directly align with the Company’s focus, and
ideally position her to make substantial contributions to the
Board, both as Chair of the Board and as the leader of the
Company’s executive team.
David Steigelfest
Chief Product Officer, Director
Mr.
Steigelfest co-founded the Company in 2014 and has served as a
director on our Board since that time. In addition, Mr. Steigelfest
served has our Chief Product Officer since May 2018. An attorney by
education, David has served as an executive and entrepreneur in the
digital and technology space for more than 20 years. Prior to
co-founding the Company in 2014, Mr. Steigelfest founded rbidr LLC,
a media and technology startup and a pioneer in yield management
and price optimization software, where he served as Chief Executive
Officer from 2008 to 2013. From 2013 to 2014, Mr. Steigelfest
worked for Cosi Consulting, where he provided management consulting
services ranging from complex project management, PMO, software
design, 3rd party software integration and migration, enterprise
content management, data management and system-based regulatory
compliance to various Fortune 500 companies. From 2001 to 2008, Mr.
Steigelfest worked on Wall Street at Deutsche Bank, where he
oversaw various multi-million-dollar change management projects. In
addition, Mr. Steigelfest previously served as Vice President of
eCommerce at Starguide Digital Networks, where he had
responsibility over the streaming media portal, CoolCast. CoolCast
utilized satellite technology to distribute high quality streaming
content into multi-cast enabled networks bypassing Internet
bottlenecks. Prior to Starguide, Mr. Steigelfest served as the
Director of Product Management at Gateway Computers, where he
oversaw Gateway.com and Gateway’s business-to-business
extranet system, eSource. In addition, Mr. Steigelfest has
consulted for companies of all sizes throughout his career
addressing a wide variety of IT and business challenges, including
complex business process change, software implementation and
e-commerce. Mr. Steigelfest received a Bachelor of Arts in
International Relations and Psychology from Syracuse University,
and a JD with an emphasis in business transactions and business law
from Widener University School of Law.
As
a co-founder of the Company and a lead developer of the
Company’s platform, Mr. Steigelfest provides the Board with
critical insight into the technological aspects of the
Company’s operations and the ongoing development of the
platform, attributes that make Mr. Steigelfest a particularly
valued member of the Board.
Jeff Gehl
Independent Director
Mr.
Gehl has served as a director on our Board since 2015. Mr. Gehl is
a Co-Owner at VLOC LLC. Since 2001, Mr. Gehl has been a Managing
Partner of RCP Advisors. Mr. Gehl is responsible for leading RCP's
client relations function and covering private equity fund managers
in the Western United States. He is a General Partner of BKM
Capital Partners, L.P. Previously, Mr. Gehl was an Advisor at
Troy Capital Partners until 2018. In addition, Mr. Gehl founded and
served as Chairman and Chief Executive Officer of MMI, a technical
staffing company, and acquired Big Ballot, Inc., a sports marketing
firm. He currently serves as a Director of P10 Industries, Inc., a
Director of Veritone, Inc. (NASDAQ: VERI) and an Advisory Board
member of several of RCP’s underlying funds, as well as
Accel-KKR and Seidler Equity Partners. Mr. Gehl was the Manager of
VLOC. Mr. Gehl received the 1989 “Entrepreneur of the
Year” award from University of Southern California’s
Entrepreneur Program. He obtained a Bachelor of Science in Business
Administration from the University of Southern California's
Entrepreneur Program.
Mr. Gehl’s wide range of experience
in financing, developing
and managing high-growth technology companies, as well as his
entrepreneurial experience, has considerably broadened the Board’s
perspective, particularly as the Company engaged in capital raising
activities to fund the early stages of its development. Mr. Gehl
also serves as our Board-designated “audit committee
financial expert,” as the Chair of the Board’s Audit
Committee and as a member of the Nominating and Corporate
Governance Committee.
Kristin Patrick
Independent Director
Ms.
Patrick has served as a director on our Board since November 2018,
and currently serves as Global Chief Marketing Officer of Soda
Brand at Pepsico, Inc., a position she has held since June 2013.
Prior to her time with Pepsico, Inc., Ms. Patrick served as Chief
Marketing Officer of Playboy Enterprises, Inc. from November 2011
to June 2013, and as Executive Vice President of Marketing Strategy
for William Morris Endeavor from January 2010 to November 2011. Ms.
Patrick has also held senior marketing positions at Liz
Claiborne's Lucky Brand, Walt Disney Company, Calvin Klein, Revlon
and NBC Universal and Gap, Inc. A Brandweek "Next Gen Marketer" and
Reggie Award recipient, Ms. Patrick received her Bachelor of Arts
from Emerson College and J.D. from Southwestern
University.
As we
continue to expand the visibility of our Brand, we believe Ms.
Patrick will provide instrumental input on our marketing efforts,
and will assist the Board and management with initiating marketing
programs to enable us to meet our short-term and long-term growth
objectives. Ms. Patrick also serves as a member of the
Board’s Compensation Committee and the Nominating and
Corporate Governance Committee.
Michael Keller
Independent Director
Mr.
Keller has served as a director on our Board since November 2018.
From July 2014 to February 2018, Mr. Keller served as an advisor
and board member for Cake Entertainment, an independent
entertainment company specializing in the production, distribution,
development, financing and brand development of kids’ and
family properties, as managing director of Tiedemann Wealth
Management from March 2008 to December 2013, as co-founder and
principal of Natrica USA, LLC from August 2006 to March 2008 and as
Senior Vice President of Brown Brothers Harriman Financial Services
from July 1996 to June 2006. Mr. Keller earned his Bachelors of
Arts in History from Colby College.
With
over 15 years of experience in asset and portfolio management, and
experience in helping companies gain exposure for their products
and services, including in the entertainment industry, we believe
Mr. Keller provides our Board with useful insight that will help us
as we allocate resources to expand the utility of our platform and
other technologies. Mr. Keller also serves as Chair of the
Board’s Nominating and Corporate Governance Committee and as
a member of the Audit Committee and the Compensation
Committee.
Mark Jung
Independent Director
Mr. Jung has served as a director on our
Board since July 2019. Mr. Jung currently serves as an independent consultant to
multiple media and technology companies. Previously, Mr. Jung
served on the board of directors of Accela, a leading provider of
cloud-based productivity and civic engagement solutions for
government, from March 2016 to April 2019. During his tenure on the
board of Accel, Mr. Jung also held executive management positions
for Accela, including as Chairman and interim Chief Executive
Officer from August 2016 to March 2017 and from April 2018 to
October 2018, as well as serving as Executive Chairman from March
2017 to April 2018. Prior to Accela, Mr. Jung served as Executive
Chairman of OL2, a leading cloud solutions provider for gaming and
graphics-rich applications, from May 2013 to March 2015. Currently,
Mr. Jung serves as a member of the board of directors of
Millennium Trust Company, a leading financial services company
offering niche alternative custody solutions to institutions,
advisors and individuals; lnMar, a provider of intelligent commerce
network solutions; Samba Safety, a provider of driver risk
management solutions; and ReadyUp, a provider of an esports
platform for player networking and team management. Mr. Jung
graduated with a BS in engineering from Princeton University and
received his MBA from Stanford University Graduate School of
Business.
With over three decades
of experience serving as a C-suite executive at several prominent
companies within the digital entertainment and video game
industries, and extensive public and private board member
experience, we believe Mr. Jung provides our Board with invaluable
knowledge and insight regarding key strategies and best practices
for building gaming communities and creating a demand for
gaming-related content in the market that can accelerate our
audience development and content monetization strategies, and will
also share key learnings with Super League gained from his
experience navigating the transition of companies from private to
public. Mr. Jung also serves as
Chair of the Board’s Compensation Committee and as a member
of the Audit Committee.
Board Composition and Election of Directors
Board Composition
Our
Board currently consists of six members. Each of our continuing
directors will serve until our next annual meeting of stockholders
or until his or her successor is elected and duly qualified. Our
Board is authorized to appoint persons to the offices of Chair of
the Board of Directors, Vice Chair of the Board of Directors, Chief
Executive Officer, President, one or more Vice Presidents, Chief
Financial Officer, Treasurer, one or more Assistant Treasurers,
Secretary, one or more Assistant Secretaries, and such other
officers as may be determined by the Board. The Board may also
empower the Chief Executive Officer, or in absence of a Chief
Executive Officer, the President, to appoint such other officers
and agents as our business may require. Any number of offices can
be held by the same person.
Director Independence
Our
Board has determined that four of its directors qualify as
independent directors, as determined in accordance with the rules
of the Nasdaq Stock Market, consisting of Ms. Patrick and Messrs.
Gehl, Keller and Jung. Under the applicable listing requirements of
the Nasdaq Capital Market, we are permitted to phase in our
compliance with the majority independent board requirement of the
Nasdaq Stock Market rules within one year of our listing on Nasdaq.
The director independence definition under the Nasdaq Stock Market
rule includes a series of objective tests, including that the
director is not, and has not been for at least three years, one of
our employees and that neither the director nor any of his family
members has engaged in various types of business dealings with us.
In addition, as required by Nasdaq Stock Market rules, our Board
has made a subjective determination as to each independent director
that no relationships exist, which, in the opinion of our Board,
would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director. In making these
determinations, our Board reviewed and discussed information
provided by the directors and us with regard to each
director’s business and personal activities and relationships
as they may relate to us and our management.
Ms.
Hand, our President and Chief Executive Officer, is a first cousin
of Mr. Gehl, a member of our Board. There are no other family
relationships among any of our directors or executive
officers.
Role of Board in Risk Oversight Process
Our
Board has responsibility for the oversight of the Company’s
risk management processes and, either as a whole or through its
committees, regularly discusses with management our major risk
exposures, their potential impact on our business, and the steps we
take to manage them. The risk oversight process includes receiving
regular reports from Board committees and members of senior
management to enable our Board to understand our risk
identification, risk management and risk mitigation strategies with
respect to areas of potential material risk, including operations,
finance, legal, regulatory, strategic and reputational risk.
Cybersecurity risk is a key consideration in our operational risk
management capabilities. We are in the process of instituting a
formal information security management program, which will be
subject to oversight by, and reporting to, our Board. Given the
nature of our operations and business, cybersecurity risk may
manifest itself through various business activities and channels
and is thus considered an enterprise-wide risk which is subject to
control and monitoring at various levels of management throughout
the business. Our Board will oversee and review reports on
significant matters of corporate security, including cybersecurity.
In addition, we maintain specific cyber insurance through our
corporate insurance program, the adequacy of which is subject to
review and oversight by our Board.
Our
audit committee reviews information regarding liquidity and
operations and oversees our management of financial risks.
Periodically, our audit committee reviews our policies with respect
to risk assessment, risk management, loss prevention and regulatory
compliance. Oversight by the audit committee includes direct
communication with our external auditors, and discussions with
management regarding significant risk exposures and the actions
management has taken to limit, monitor or control such exposures.
Our compensation committee is responsible for assessing whether any
of our compensation policies or programs has the potential to
encourage excessive risk-taking. Matters of significant strategic
risk are considered by our Board as a whole.
Board Committees and Independence
Our
Board has established the following three standing committees:
audit committee, compensation committee, and nominating and
governance committee. Our Board has adopted written charters for
each of these committees, copies of which are available under the
Corporate Governance section of our website at
http://ir.superleague.com.
Audit Committee
Our
audit committee is currently comprised of Jeff Gehl, who serves as
the committee chair, Michael Keller and Mark Jung, each of whom are
independent directors as determined in accordance with the rules of
the Nasdaq Stock Market. The audit committee’s main function
is to oversee our accounting and financial reporting processes and
the audits of our financial statements. The Audit Committee met
four times during the year ended December 31, 2019. Pursuant to its
charter, the audit committee’s responsibilities include,
among other things:
●
appointing, compensating, retaining, evaluating, terminating, and
overseeing our independent registered public accounting firm
;
●
reviewing with our independent registered public accounting firm
the scope and results of their audit;
●
approving
the audit and non-audit services to be performed by our independent
registered public accounting firm;
●
evaluating
the qualifications, independence and performance of our independent
registered public accounting firm;
●
reviewing
the design, implementation, adequacy and effectiveness of our
internal accounting controls and our critical accounting
policies;
●
reviewing
and discussing our annual audited financial statements and
quarterly financial statements with management and the independent
auditor, including our disclosures under “Management’s Discussion and Analysis of
Financial Condition and Results of Operations ,” prior
to the release of such information;
●
reviewing
and reassessing the adequacy of the audit committee’s
charter, at least annually;
●
reviewing,
overseeing and monitoring the integrity of our financial statements
and our compliance with legal and regulatory requirements as they
relate to financial statements or accounting matters;
●
reviewing
on a periodic basis, or as appropriate, our policies with respect
to risk assessment and management, and our plan to monitor, control
and minimize such risks and exposures, with the independent public
accountants, internal auditors, and management;
●
reviewing
any earnings announcements and other public announcements regarding
our results of operations;
●
preparing
the report that the SEC requires in our annual proxy statement,
upon becoming subject to the Exchange
Act;
●
complying
with all preapproval requirements of Section 10A(i) of the Exchange
Act and all SEC rules relating to the administration by the audit
committee of the auditor engagement to the extent necessary to
maintain the independence of the auditor as set forth in 17 CFR
Part 210.2-01(c)(7);
●
administering
the policies and procedures for the review, approval and/or
ratification of related party transactions involving the Company or
any of its subsidiaries; and
●
making
such other recommendations to the Board on such matters, within the
scope of its function, as may come to its attention and which in
its discretion warrant consideration by the Board.
Our
Board has affirmatively determined that all members of our audit
committee meet the requirements for independence and financial
literacy under the applicable rules and regulations of the SEC and
the Nasdaq Stock Market. Our Board has determined that Mr. Gehl
qualifies as an “audit committee financial expert” as
defined by applicable SEC rules and has the requisite financial
sophistication as defined under the applicable Nasdaq Stock Market
rules and regulations. The audit committee operates under a written
charter that satisfies the applicable standards of the SEC and the
Nasdaq Stock Market.
Compensation Committee
Our compensation committee is currently comprised
of Mark Jung, who serves as the committee chair, Kristin Patrick
and Michael Keller, each of whom are independent directors as
determined in accordance with the rules of the Nasdaq Stock
Market. The compensation committee’s main function is
to assist our Board in the discharge of its responsibilities
related to the compensation of our executive officers. The
Compensation Committee met four times during the year ended
December 31, 2019. Pursuant to its
charter, the compensation committee is primarily responsible for,
among other things:
●
reviewing our compensation programs and arrangements applicable to
our executive officers, including all employment-related agreements
or arrangements under which compensatory benefits are awarded or
paid to, or earned or received by, our executive officers, and
advising management and the Board regarding such programs and
arrangements;
●
reviewing and recommending to the Board the goals
and objectives relevant to CEO compensation, evaluating CEO
performance in light of such goals and objectives, and determining
CEO compensation based on the evaluation ;
●
retaining,
reviewing and assessing the independence of compensation
advisers;
●
monitoring
issues associated with CEO succession and management
development;
●
overseeing
and administering our equity incentive plans;
●
reviewing
and making recommendations to our Board with respect to
compensation of our executive officers and senior
management;
●
reviewing
and making recommendations to our Board with respect to director
compensation;
●
endeavoring to ensure that our executive compensation programs are
reasonable and appropriate, meet their stated purpose (which, among
other things, includes rewarding and creating incentives for
individuals and Company performance), and effectively serve the
interests of the Company and our stockholders;
and
●
upon
becoming subject to the Exchange Act, preparing and approving an
annual report on executive compensation and such other statements
to stockholders which are required by the SEC and other
governmental bodies.
Nominating and Governance Committee
Our nominating and governance committee is
currently comprised of Michael Keller, who serves as the
committee chair, Kristin Patrick and Jeff Gehl, each of whom are
independent directors as determined in accordance with the rules of
the Nasdaq Stock Market. The Nominating and Governance
Committee met two times during the year ended December 31, 2019.
Pursuant to its charter, the
nominating and governance committee is primarily responsible for,
among other things:
●
assisting
the Board in identifying qualified candidates to become directors,
and recommending to our Board nominees for election at the next
annual meeting of stockholders;
●
leading
the Board in its annual review of the Board’s
performance;
●
recommending
to the Board nominees for each Board committee and each committee
chair;
●
reviewing
and overseeing matters related to the independence of Board and
committee members, in light of independence requirement of the
Nasdaq Stock Market and the rules and regulations of the
SEC;
●
overseeing
the process of succession planning of our CEO and other executive
officers; and
●
developing
and recommending to the Board corporate governance guidelines,
including our Code of Business Conduct, applicable to the
Company.
Board Diversity
Our nominating and governance committee is responsible for
reviewing with the Board, on an annual basis, the appropriate
characteristics, skills and experience required for the Board as a
whole and its individual members. In evaluating the suitability of
individual candidates (both new candidates and current members),
the nominating and governance committee, in recommending candidates
for election, and the Board, in approving (and, in the case of
vacancies, appointing) such candidates, will take into account many
factors, including the following:
●
personal
and professional integrity, ethics and values;
●
experience
in corporate management, such as serving as an officer or former
officer of a publicly-held company;
●
experience
as a board member or executive officer of another publicly-held
company;
●
strong
finance experience;
●
diversity
of expertise and experience in substantive matters pertaining to
our business relative to other board members;
●
diversity
of background and perspective, including, but not limited to, with
respect to age, gender, race, place of residence and specialized
experience;
●
experience
relevant to our business industry and with relevant social policy
concerns; and
●
relevant
academic expertise or other proficiency in an area of our business
operations.
Currently,
our Board evaluates each individual in the context of the Board as
a whole, with the objective of assembling a group that can best
maximize the success of the business and represent stockholder
interests through the exercise of sound judgment using its
diversity of experience in these various areas.
Compensation Committee Interlocks and Insider
Participation
None of
the members of our compensation committee, at any time, have been
one of our officers or employees. None of our executive officers
currently serves, or in the past year has served, as a member of
the board of directors or compensation committee of any other
entity that has one or more executive officers on our Board of
Directors or compensation committee.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and
Ethics applicable to our employees, officers and
directors. We provide our
Code of Business Conduct and Ethics under the Corporate
Governance section of our website at http://ir.superleague.com. The
reference to our website address does not constitute incorporation
by reference of the information contained at or available through
our website, and you should not consider it to be a part of this
prospectus. We intend to
disclose any future amendments to certain provisions of our Code of
Business Conduct and Ethics, or waivers of these provisions, on our
website or in our filings with the SEC under the Exchange
Act.
Limitation of Liability and Indemnification
Our Charter, and our Bylaws provide the
indemnification of our directors and officers to the fullest extent
permitted under the Delaware General Corporation Law
(“DGCL”). In
addition, the Charter provides that our directors shall not be
personally liable to us or our shareholders for monetary damages
for breach of fiduciary duty as a director and that if the DGCL is
amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of
our directors shall be eliminated or limited to the fullest extent
permitted by the DGCL, as so amended.
As
permitted by the DGCL, we have entered into or plan to enter into
separate indemnification agreements with each of our directors and
certain of our officers that require us, among other things, to
indemnify them against certain liabilities which may arise by
reason of their status as directors, officers or certain other
employees. We expect to obtain and maintain insurance policies
under which our directors and officers are insured, within the
limits and subject to the limitations of those policies, against
certain expenses in connection with the defense of, and certain
liabilities that might be imposed as a result of, actions, suits or
proceedings to which they are parties by reason of being or having
been directors or officers. The coverage provided by these policies
may apply whether or not we would have the power to indemnify such
person against such liability under the provisions of the
DGCL.
We
believe that these provisions and agreements are necessary to
attract and retain qualified persons as our officers and directors.
At present, there is no pending litigation or proceeding involving
our directors or officers for whom indemnification is required or
permitted, and we are not aware of any threatened litigation or
proceeding that may result in a claim for
indemnification.
Stockholder Communications
If you
wish to communicate with the Board of Directors, you may send your
communication in writing to:
Super
League Gaming, Inc.
2906
Colorado Ave.
Santa
Monica, California 90404
Attn:
Corporate Secretary
You
must include your name and address in the written communication and
indicate whether you are a stockholder of the Company. Our
Corporate Secretary will review any communication received from a
stockholder, and all material and appropriate communications from
stockholders will be forwarded to the appropriate director or
directors or committee of the Board of Directors based on the
subject matter.
Section 16(a) Beneficial Ownership Reporting
Compliances
Section
16(a) of the Exchange Act requires our officers, directors, and
persons who beneficially own more than 10% of our common stock to
file reports of ownership and changes in ownership with the SEC.
Officers, directors, and greater-than-ten-percent shareholders are
also required by the SEC to furnish us with copies of all Section
16(a) forms that they file.
Based
solely on a review of copies of such reports furnished to our
Company and representation that no other reports were required
during the fiscal year ended December 31, 2019, we believe that all
persons subject to the reporting requirements pursuant to Section
16(a) filed the required reports on a timely basis with the
Securities and Exchange Commission.
EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION
Executive Officers
Our
executive officers are appointed by the Board and serve at the
discretion of the Board, subject to the terms of any employment
agreements they may have with the Company. The following is a brief
description of the present and past business experience of each of
the Company’s current executive officers.
Name
|
Age
|
Positions
|
Ann
Hand
|
51
|
Chief
Executive Officer and President
|
David
Steigelfest
|
52
|
Chief
Product Officer
|
Clayton
Haynes
|
50
|
Chief
Financial Officer
|
Matt
Edelman
|
50
|
Chief
Commercial Officer
|
Samir
Ahmed
|
42
|
Chief
Technology Officer
|
Ann Hand
Chief Executive Officer, President, Chair of the Board
Please
see Ms. Hand’s biography in the preceding section under the
heading “Directors.”
David Steigelfest
Chief Product Officer, Director
Please
see Mr. Steigelfest’s biography in the preceding section
under the heading “Directors.”
Clayton Haynes
Chief Financial Officer
Mr. Haynes was appointed as our Chief Financial
Officer in August 2018. From 2001 to August 2018, Mr. Haynes served
as Chief Financial Officer, Senior Vice President of Finance and
Treasurer of Acacia Research Corporation (NASDAQ: ACTG), an industry-leading intellectual
property licensing and enforcement and technology investment
company. From 1992 to March 2001, Mr. Haynes was employed by
PricewaterhouseCoopers LLP, ultimately serving as a Manager in the
Audit and Business Advisory Services practice, where he provided
and managed full scope financial statement audit and business
advisory services for public and private company clients with
annual revenues up to $1 billion in a variety of sectors, including
manufacturing, distribution, oil and gas, engineering, aerospace
and retail. Mr. Haynes received a Bachelor of Arts in
Economics and Business/Accounting from the University of California
at Los Angeles, an MBA from the University of California at Irvine
Paul Merage School of Business and is a Certified Public Accountant
(Inactive).
Matt Edelman
Chief Commercial Officer
Mr.
Edelman oversees the Company’s revenue, marketing, content,
creative services and business development activities, and has
served as our Chief Commercial Officer since July 2017. Mr. Edelman
is the owner of PickTheBrain, a leading digital self-improvement
business, a board member and marketing committee member of the
Epilepsy Foundation of Greater Los Angeles and has over 20 years of
experience working in the digital and traditional media and
entertainment industries. Since 2001, he has served as an advisor
and consultant to numerous digital and media companies, including,
amongst others, Nike, Marvel, MTV, Sony Pictures, 20th Century Fox
and TV Guide. Prior to joining the Company, from 2014 to 2017, Mr.
Edelman served as the Head of Digital Operations and Marketing
Solutions at WME-IMG (now Endeavor), where he was responsible for
several areas, including digital audience and revenue growth
through content, social media and paid customer acquisition across
the company’s global live events business within sports,
fashion culinary and entertainment verticals; digital marketing
services for consumer brands, college athletics programs and
talent; and management of direct-to-consumer digital content
businesses, including both eSports and Fashion OTT properties. From
2010 to 2013, Mr. Edelman served as the Chief Executive Officer of
Glossi (previously ThisNext), an authoring platform enabling
individuals to create their own digital magazines. Previously, Mr.
Edelman also founded and/or served in executive positions at
multiple early stage digital media companies. Mr. Edelman earned a
Bachelor of Arts in Politics from Princeton
University.
Samir Ahmed
Chief Technology Officer
Mr. Ahmed was appointed as Chief Technology
Officer in July 2019. Mr. Ahmed served as Head of Consumer
Technology from February 2018 to July 2019 for IMDb, an Amazon
company that is an authoritative website about movies, television
and celebrities. In addition, from February 2016 to February 2018,
Mr. Ahmed served as Chief Architect and Vice President of
Technology at Fandango, where he led the acquisition transition and
rebranding of M-GO to FandangoNOW, and from August 2014 to February
2016, he served as Chief Technology Officer of M-GO prior to its
acquisition by Fandango. Mr. Ahmed holds a master’s degree in
computer science applied to business services from the University
of Rennes 1.
Summary Compensation Table
We are an emerging growth company for purposes of
the SEC’s executive compensation disclosure rules. In
accordance with such rules, we are required to provide a Summary
Compensation Table and an Outstanding Equity Awards at Fiscal Year
End Table, as well as limited narrative disclosures regarding
executive compensation for our last two completed fiscal years.
Further, our reporting obligations extend only to our “named
executive officers,” who are those individuals serving as our
principal executive officer and our two other most highly
compensated executive officers who were serving as executive
officers at December 31, 2019, the end of the last completed fiscal
year (the “Named Executive
Officers”).
We
have identified Ann Hand, David Steigelfest and Matt Edelman as our
Named Executive Officers for the year ended December 31, 2019. Our
Named Executive Officers for our fiscal year ending December 31,
2020 could change, as we may hire or appoint new executive
officers.
For
the fiscal years ended December 31, 2019 and
2018, compensation for our Named Executive Officers was as
follows:
Name
and principal position
|
|
|
|
|
|
All
Other Compensation ($)
|
|
Ann
Hand
|
2019
|
$400,000
|
$350,000(2)
|
-
|
$-
|
|
$750,000
|
Chief Executive Officer, President
|
2018
|
$400,000
|
$100,000(2)
|
-
|
$3,526,000
|
-
|
$4,026,000
|
David
Steigelfest
|
2019
|
$300,000
|
$105,000
|
|
$-
|
|
$405,000
|
Chief Product Officer
|
2018
|
$300,000
|
-
|
-
|
$833,000
|
-
|
$1,133,000
|
Matt
Edelman
|
2019
|
$300,000
|
$-
|
|
$-
|
|
$300,000
|
Chief Commercial Officer
|
2018
|
$300,000
|
$-
|
-
|
$378,000
|
-
|
$678,000
|
(1)
|
This column represents the grant date fair value calculated in
accordance with the FASB’s Accounting Standards Codification
Topic 718, Compensation – Stock Compensation
(“ASC
718”). The
methodology used to calculate the estimated value of the equity
awards granted is set forth under Note 2 and Note 8 to the audited
Financial Statements as of and for the years ended December 31,
2019 and 2018, included in our Annual Report on Form 10-K for the
year ended December 31, 2019, which is incorporated by reference
into this prospectus. These amounts do not represent the actual
value, if any, that may be realized by the Named Executive
Officers.
|
(2)
|
Refer to “Employment
Agreements and Potential Payments upon Termination or Change of
Control” below for additional
information.
|
Elements of Compensation
Our
executive compensation program consisted of the following
components of compensation during the years ended December 31, 2019
and 2018:
Base Salary
Each
of our executive officers receives a base salary for the expertise,
skills, knowledge and experience he or she offers to our management
team. The base salary of each of our executive officers is
re-evaluated annually, and may be adjusted to reflect:
●
the
nature, responsibilities, and duties of the officer’s
position;
●
the
officer’s expertise, demonstrated leadership ability, and
prior performance;
●
the
officer’s salary history and total compensation, including
annual equity incentive awards; and
●
the
competitiveness of the officer’s base salary.
Equity Incentive Awards
We
believe that to attract and retain management, key employees and
non-management directors, the compensation paid to these persons
should include, in addition to base salary, annual equity
incentives. Our compensation committee determines the amount
and terms of equity-based compensation granted to each individual.
In determining whether to grant certain equity awards to our
executive officers, the compensation committee assesses the level
of the executive officer’s achievement of meeting individual
goals, as well as the executive officer’s contribution
towards goals of the Company. Whenever possible, equity incentive
awards are granted under our stock option plan. However, due to a
prior lack of shares available for issuances under the 2014 Plan,
we have granted certain awards in the form of warrants to key
executive officers in the past.
Employment Agreements and Potential Payments upon Termination or
Change of Control
Ann Hand
On June 16, 2017, we entered into an employment
agreement with Ms. Hand to serve as our Chief Executive Officer,
President and Chair of the Board. The initial term of the agreement
is three years (the “Hand Initial
Term”), and provided that
neither party provides 30 days’ notice prior to the
expiration of the Hand Initial Term or a Renewal Term (defined
below) of their intent to allow the agreement to expire and thereby
terminate, the agreement shall continue in effect for successive
periods of one year (each, a “Hand Renewal
Term”). The employment
agreement with Ms. Hand provides for a base annual salary of
$400,000, which amount may be increased annually, at the sole
discretion of the Board. Additionally, Ms. Hand shall be
entitled to (i) an annual cash bonus, the amount of which shall be
determined by our compensation committee, (ii) health insurance for
herself and her dependents, for which the Company shall pay 90% of
the premiums, (iii) reimbursement for all reasonable business
expenses, and (iv) participate in the Company’s 401(k) Plan
upon the Board electing to institute it. As additional
compensation, Ms. Hand was issued a warrant to purchase 100,000
shares of Company Common Stock at an exercise price of $10.80 per
share (the “Hand
Warrant”). The warrant
has a ten-year term and shall vest at a rate of 1/36th per month,
subject to the acceleration of all unvested shares upon a Change of
Control, as defined in the employment
agreement.
Ms. Hand’s employment agreement is
terminable by either party at any time. In the event of termination
by us without Cause or by Ms. Hand for Good Reason, as those terms
are defined in the agreement, she shall receive a severance package
consisting of the following: (i) all accrued obligations as of the
termination date; (ii) a cash payment equal to the greater of (A)
her base annual salary for 18 months, payable 50% upon termination,
25% 90 days after the termination date and 25% 180 days after the
termination date, or (B) the remaining payments due for the term of
the agreement; and (iii) an additional 18 months’ vesting on
the Hand Warrant. In the event of termination by us with Cause or
by Ms. Hand without Good Reason, Ms. Hand shall be entitled to all
salary and benefits accrued prior to the termination date, and
nothing else; provided,
however, that Ms. Hand shall be
entitled to exercise that portion of the Hand Warrant that has
vested as of the effective date of the termination until the Hand
Warrant’s expiration.
Ms. Hand’s employment agreement was amended
and restated on November 15, 2018, pursuant to which the Hand
Initial Term of the agreement was extended through December 31,
2021, with the terms of the Hand Renewal Term remaining the same.
In addition, under the terms of the amended and restated employment
agreement, Ms. Hand shall be entitled to the following
compensation: (i) a base annual salary of $400,000, which
amount may be increased annually, at the sole discretion of the
Board; (ii) cash bonuses as follows: (a) $100,000 upon the close of
a fully subscribed $10.0 million private placement of 9.00% secured
convertible promissory notes, (b) $250,000 upon the consummation of
the Company’s IPO or a private financing of not less than
$15.0 million (a “Qualified
Financing”), (c)
$150,000, payable in three increments of $50,000 upon achievement
of certain milestones, as determined by the compensation committee;
(iii) health insurance for herself and her dependents, for which
the Company shall pay 90% of the premiums; (iv) reimbursement for
all reasonable business expenses; and (v) participate in the
Company’s 401(k) Plan upon the Board electing to institute
it. As additional compensation, Ms. Hand was also granted (i) a
ten-year common stock purchase warrant to purchase up to 250,000
shares of the Company’s common stock, exercisable at $10.80
per share, which vested as follows: (a) 25% immediately upon
issuance, (b) 50% upon the consummation of the Company’s IPO
or a Qualified Financing, and (c) 25% on the one-year anniversary
of the IPO or a Qualified Financing; and (ii) ten-year stock
options to purchase 166,667 shares of Common Stock, exercisable at
$10.80 per share, which vested as follows: (a) 50% upon
consummation of the Company’s IPO or a Qualified Financing,
(b) 25% upon achievement of 300,000 registered users, and (c) 25%
upon achievement of 400,000 registered users. Further, pursuant to
the terms of the amended and restated employment agreement, in the
event that Ms. Hand is terminated other than for Cause, Ms. Hand
shall be entitled to receive all of her severance benefits on the
effective date of termination.
David Steigelfest
Effective October 31, 2016, we entered into an
employment agreement with Mr. Steigelfest to serve as our Chief
Technology Officer. The initial term of the agreement is two years
(the “Steigelfest Initial
Term”), and provided that
neither party provides 30 days' notice prior to the expiration of
the Steigelfest Initial Term or a Steigelfest Renewal Term of their
intent to allow the agreement to expire and thereby terminate, the
agreement shall continue in effect for successive periods of one
year (each, a “Steigelfest Renewal
Term”). The employment
agreement with Mr. Steigelfest provides for a base annual salary of
$270,000, which amount may be increased annually, at the sole
discretion of the Board and was increased to $300,000 by the Board
in the fourth quarter of 2017. Additionally,
Mr. Steigelfest shall be entitled to (i) health insurance
for himself and his dependents, for which the Company shall pay 50%
of the premiums, (ii) reimbursement for all reasonable business
expenses, and (iv) participate in the Company’s 401(k) Plan
upon the Board electing to institute it.
Mr. Steigelfest’s employment agreement is
terminable by either party at any time. In the event of termination
by us without Cause, as defined in the agreement, he shall be
entitled to all salary and benefits accrued prior to the date of
termination, as well as six months of accelerated vesting of the
Option from the date of termination. In the event of termination by
us with Cause, Mr. Steigelfest shall be entitled to all salary
accrued prior to the termination date, and nothing
else; provided,
however, that Mr. Steigelfest
shall be entitled to exercise any stock options that have vested
prior to the date of termination.
Mr.
Steigelfest’s employment agreement was amended and restated
on November 1, 2018, pursuant to which the Steigelfest Initial Term
of the agreement was extended to two years from November 1, 2018
and Mr. Steigelfest shall serve as both the Company’s Chief
Technology Officer and Chief Product Officer. Effective July 22,
2019, in connection with the hiring of Samir Ahmed, the
Company’s current Chief Technology Officer, Mr. Steigelfest
now serves as the Company’s Chief Product Officer. In
addition, under the terms of the amended and restated employment
agreement, Mr. Steigelfest shall be entitled to the following
compensation: (i) a base annual salary of $300,000, which
amount may be increased annually, at the sole discretion of the
Board; (ii) cash bonuses as follows: (a) $50,000 upon the
consummation of the Company’s IPO or a Qualified Financing,
(b) $75,000, payable in five separate increments of $15,000 upon
achievement of certain milestones, as determined by the
compensation committee, and (c) $100,000, payable in four separate
increments of $25,000 upon achievement of certain milestones on or
before June 30, 2019; (iii) health insurance for himself and his
dependents, for which the Company shall pay 90% of the premiums;
(iv) reimbursement for all reasonable business expenses; and (v)
participate in the Company’s 401(k) Plan upon the Board
electing to institute it. As additional compensation, Mr.
Steigelfest was also granted ten-year stock options to purchase
100,000 shares of Common Stock, exercisable at the same price per
share of the Company’s IPO, which shall vest in accordance
with the Company’s traditional vesting schedule. Further,
pursuant to the terms of the amended and restated employment
agreement, in the event that Mr. Steigelfest is terminated other
than for Cause, Mr. Steigelfest shall be entitled to receive cash
equal to his annual base salary for one year on the effective date
of termination.
Matt Edelman
Effective November 1, 2018, we entered into an
employment agreement with Mr. Edelman to serve as our Chief
Commercial Officer. The initial term of Mr. Edelman’s
employment agreement is two years (the “Edelman Initial
Term”), and provided that
neither party provides 30 days’ notice prior to the
expiration of the Edelman Initial Term or an Edelman Renewal Term
(defined below) of their intent to allow the agreement to expire
and thereby terminate, the agreement shall continue in effect for
successive periods of one year (each, an “Edelman Renewal
Term”). The employment
agreement with Mr. Edelman provides for a base annual salary of
$300,000, which amount may be increased annually, at the sole
discretion of the Board. Additionally,
Mr. Edelman shall be entitled to (i) health insurance for
himself and his dependents, for which the Company shall pay 90% of
the premiums, (ii) reimbursement for all reasonable business
expenses, and (iii) participate in the Company’s 401(k) Plan
upon the Board electing to institute it.
Mr. Edelman’s employment agreement is
terminable by either party at any time. In the event of termination
by us without Cause, as defined in the agreement, he shall be
entitled to the following severance payment based upon his length
of employment with the Company and his existing annual salary,
which he shall receive 30 days after the final day of his
employment: (i) from six to nine months of employment, one month of
severance pay; (ii) from nine months to one year of employment, two
months of severance pay; (iii) from one year to two years of
employment, three months of severance pay; and (iv) for each
additional year of employment beyond one year, one additional month
of severance pay; provided,
however, that in the event of a
change of control transaction involving the Company, Mr. Edelman
shall be entitled to six months of severance pay. In the event of
such termination, and in order to receive the foregoing severance
benefits, Mr. Edelman shall be required to execute a mutually
agreed upon Mutual Release agreement. In the event of termination
by us with Cause, Mr. Edelman shall be entitled to all salary
accrued prior to the termination date, and nothing
else; provided,
however, that Mr. Edelman shall
be entitled to exercise any stock options that have vested prior to
the date of termination.
Outstanding Equity Awards at Fiscal Year-End
The
following table discloses outstanding stock option awards held by
each of the Named Executive Officers as of December 31,
2019:
|
|
|
Name
|
|
Number
of securities underlying
unexercised options/ warrants (#)
Exercisable
|
Number
of securities underlying
unexercised options/ warrants (#)
Unexercisable
|
Option/ warrant
exercise price ($)
|
Option/ warrant expiration date
|
|
|
|
|
|
|
Ann
Hand
|
6/5/15
|
166,667
|
-
|
$9.00
|
6/5/25
|
|
6/16/17
|
51,334
|
-
|
$9.00
|
6/15/27
|
|
6/16/17
|
32,000
|
-
|
$10.80
|
6/15/27
|
|
6/16/17
|
91,667
|
8,333(1)
|
$10.80
|
6/6/27
|
|
10/31/18
|
166,667
|
-(2)
|
$10.80
|
10/31/28
|
|
10/31/18
|
187,500
|
62,500(3)
|
$10.80
|
10/31/28
|
David
Steigelfest
|
10/16/14
|
116,667
|
-
|
$0.30
|
10/15/24
|
|
12/21/15
|
833
|
-
|
$9.00
|
12/21/25
|
|
6/16/17
|
34,669
|
|
$9.00
|
6/15/27
|
|
6/16/17
|
32,000
|
|
$10.80
|
6/15/27
|
|
10/31/18
|
29,166
|
70,834(4)
|
$10.80
|
10/31/28
|
Matt
Edelman
|
7/24/17
|
39,536
|
25,904(5)
|
$10.80
|
7/24/27
|
|
6/29/18
|
6,250
|
10,417(6)
|
$10.80
|
6/29/28
|
|
10/31/18
|
25,000
|
-
|
$10.80
|
10/31/28
|
(1)
|
Represents a warrant to purchase shares of our common stock, which
warrant vests 2,778 shares per month, and becomes fully vested on
June 6, 2020. The warrant was issued in lieu of options due to the
lack of sufficient available shares authorized for issuance under
the 2014 Plan at that time.
|
(2)
|
Represents an option to purchase shares of our common stock which
50% vested upon consummation of the Company’s IPO, 25%, on
April 30, 2019 upon achievement of target registered users, and
25%, on June 30, 2019, upon achievement of target registered
users.
|
(3)
|
Represents a warrant to purchase shares of our common stock, which
warrant vested 25% immediately upon issuance and 50% upon the
consummation of the Company’s IPO, and the remaining 25%
vests on the one-year anniversary of the IPO or a Qualified
Financing.
|
(4)
|
Represents an option to purchase shares of our common stock, which
option vested with respect to 25,000 shares on October 31, 2019,
and the remainder vesting at a rate of 2,084 shares per month, and
becomes fully vested on October 30, 2022.
|
(5)
|
Represents an option to purchase shares of our common stock, which
option vested with respect to 16,360 shares on July 24, 2018, and
then at a rate of 1,364 shares per month, and becomes fully vested
on July 24, 2021.
|
(6)
|
Represents an option to purchase shares of our common stock, which
option shall vest with respect to 4,167 shares on October 31, 2019,
and then at a rate of 348 shares per month, and becomes fully
vested on October 30, 2022.
|
Securities Authorized for Issuance under Equity Compensation
Plans
The
following table provides a summary of the securities authorized for
issuance under our equity compensation plans as of December 31,
2019.
Plan
category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants and rights
|
Weighted-average
exercise price of outstanding options, warrants and
rights
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
|
|
|
|
Equity compensation
plans approved by security holders
|
|
|
|
2014
Plan
|
1,486,689
|
$8.94
|
308,479
|
Equity compensation
plans not approved by security holders
|
93,000
|
7.74
|
-
|
Total
|
1,579,689
|
$8.86
|
308,479
|
Stock Option and Incentive Plan
2014 Stock Option and Incentive Plan
Please
see the section titled “Summary of the 2014 Plan” under
Proposal No. 3 for a summary of the material terms of the 2014
Plan.
NON-EXECUTIVE DIRECTOR COMPENSATION
On
January 31, 2019, and as amended on August 13, 2019, effective July
1, 2019, our Board adopted a director compensation plan for our
non-employee directors, the details of which are presented in the
table below. We do not provide deferred compensation or
retirement plans for non-employee directors.
Schedule of Director Fees
Compensation
Element
|
|
|
|
|
|
Annual
Retainer
|
$25,000(3)
|
$60,000(4)
|
Audit Committee
Chair
|
$15,000
|
$-
|
Compensation
Committee Chair
|
$10,000
|
$-
|
Nominating and
Governance Committee Chair
|
$5,000
|
$-
|
Audit and
Nominating and Governance Committee Member
|
$5,000
|
$-
|
Compensation
Committee Member
|
$3,500
|
$-
|
(1)
|
Cash
compensation is payable in equal installments on a quarterly
basis; provided, however, that no monthly cash retainer
will be paid after any termination of service.
|
(2)
|
Equity
awards will be issuable in the form of restricted stock units
(“RSUs”). On
the date of the Company’s annual meeting of stockholders,
each director will receive RSUs at a per share price equal to the
closing price of the Company’s common stock on the grant
date, which RSU will become fully vested on the one-year
anniversary of the initial grant date.
|
(3)
|
Any new
non-employee director appointed to the Board will receive cash
compensation equal to a prorated portion of the annual retainer
amount.
|
(4)
|
Any new
non-employee director appointed to the Board will receive a RSU
having a grant date value equal to a prorated portion of annual RSU
award amount, which RSUs will become fully vested on the earlier of
(i) the one year anniversary of the initial grant date or (ii) the
next annual meeting of the Company’s
stockholders.
|
2019 Summary Table of Director Compensation
The
following table sets forth the compensation awarded to, earned by,
or paid to each person who served as a non-employee director during
the fiscal year ended December 31, 2019:
Name
|
Fees
Earned
or Paid
in
Cash ($)
|
|
|
|
|
|
|
|
|
Jeff
Gehl(1)
|
$28,571
|
$60,000
|
-
|
$88,571
|
Robert
Stewart(2)(3)
|
$22,821
|
$60,000
|
-
|
$82,821
|
Kristin
Patrick(4)
|
$22,824
|
$60,000
|
-
|
$82,821
|
Michael
Keller(5)
|
$26,071
|
$60,000
|
-
|
$86,071
|
Mark
Jung(6)(7)
|
$22,630
|
$60,000
|
$60,000
|
$142,630
|
(1)
|
Reflects
prorated 2019 annual retainer and Audit Committee chair fees, as
described above.
|
(2)
|
Reflects
prorated 2019 annual retainer and Compensation Committee member
fees, as described above.
|
|
|
(3)
|
Mr.
Stewart, who served as a director during the year ended December
31, 2019, resigned from the Board on March 31, 2020.
|
(4)
|
Reflects
prorated 2019 annual retainer and Compensation Committee member
fees, as described above.
|
(5)
|
Reflects
prorated 2019 annual retainer, Nominating and Governance Committee
chair fees and Audit Committee member fees, as described
above.
|
(6)
|
Reflects
prorated 2019 annual retainer, Compensation Committee chair fees,
and Audit Committee member fees, as described above.
|
(7)
|
In
connection with Mr. Jung’s appointment as a director on our
Board, the Company and Mr. Jung entered into the Consulting
Agreement (defined below), pursuant to which Mr. Jung will provide
the Company with strategic advice and planning services for which
Mr. Jung receives a cash payment of $7,500 per month from the
Company. The Consulting Agreement had an initial term that extended
to December 31, 2019, and was extended through June 30, 2020 upon
mutual agreement of Mr. Jung and the Company.
|
CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTIONS
In
connection with Mr. Jung’s appointment as a director on our
Board, the Company and Mr. Jung entered into a consulting agreement
(the “Consulting
Agreement”), pursuant to which Mr. Jung will provide
the Company with strategic advice and planning services for which
Mr. Jung will receive a cash payment of $7,500 per month from the
Company. The Consulting Agreement has an initial term that runs
until December 31, 2019, and was extended through June 30, 2020
upon mutual agreement of Mr. Jung and the Company.
John
Miller, one of our co-founders and former members of our Board, is
also the founder and serves on the board of directors of
CaliBurger. Although Mr. Miller resigned from the Board immediately
prior to the consummation of our IPO, he was an active member of
our Board at the time of each of the transactions with CaliBurger
described below:
On
August 3, 2018, CaliBurger entered into a Note Purchase Agreement
for the purchase of a 2018 Note in the principal amount of $1.0
million, as well as corresponding 2018 Warrants. Subsequent to
August 3, 2018, $200,000 of the 2018 Notes and related 2018
Warrants were transferred to unrelated third parties.
On
February 21, 2018, the Company issued a 9.00% Senior Secured
Convertible Promissory Note with common stock purchase warrants in
the original principal amount of $1.0 million, which note was
converted (including all original principal and accrued interest)
on May 28, 2018 into a new 9.00% Senior Secured Convertible
Promissory Note with common stock purchase warrants. Subsequently,
on August 2, 2018, CaliBurger purchased an additional 9.00% Senior
Secured Convertible Promissory Note in the original principal
amount of $1,000,000 with common stock purchase
warrants.
Related Party Transaction Policy
Our
Board recognizes the fact that transactions with related persons
present a heightened risk of conflicts of interests and/or improper
valuation (or the perception thereof). Accordingly, our Board has
adopted a written policy addressing the approval of transactions
with related persons, in conformity with the requirements for
issuers having publicly held common stock listed on the Nasdaq
Capital Market. Pursuant to our Related Persons Transactions Policy
(the “Policy”),
any related-person transaction, and any material amendment or
modification of a related-person transaction, is required to be
reviewed and approved or ratified by the Board’s audit
committee, which shall be composed solely of independent directors
who are disinterested, or in the event that a member of the audit
committee is a Related Person, as defined below, then by the
disinterested members of the audit committee; provided, however, that in the event
that management determines that it is impractical or undesirable to
delay the consummation of a related person transaction until a
meeting of the audit committee, then the Chair of the audit
committee may approve such transaction in accordance with this
policy; such approval must be reported to the audit committee at
its next regularly scheduled meeting. In determining whether to
approve or ratify any related person transaction, the audit
committee must consider all of the relevant facts and circumstances
and shall approve only those transactions that are deemed to be in
the best interests of the Company.
Pursuant to our
Policy and SEC rules, a “related person transaction”
includes any transaction, arrangement or relationship which: (i)
the Company is a participant; (ii) the amount involved exceeds
$120,000; and (iii) an executive officer, director or director
nominee, or any person who is known to be the beneficial owner of
more than 5% of our common stock, or any person who is an immediate
family member of an executive officer, director or director nominee
or beneficial owner of more than 5% of our common stock, had or
will have a direct or indirect material interest (each a
“Related
Person”).
In
connection with the review and approval or ratification of a
related person transaction:
●
Management
shall be responsible for determining whether a transaction
constitutes a related person transaction subject to the Policy,
including whether the Related Person has a material interest in the
transaction, based on a review of all of the facts and
circumstances; and
●
Should
management determine that a transaction is a related person
transaction subject to the Policy, it must disclose to the audit
committee all material facts concerning the transaction and the
Related Person’s interest in the transaction.
PROPOSAL NO. 2
AMENDMENT TO OUR CHARTER TO CLASSIFY OUR BOARD OF
DIRECTORS
Our Board of Directors has approved and recommends
that our stockholders approve the Classified Board Amendment in the
form attached to this proxy statement as Appendix
A, which provides for the
establishment of a classified board structure consisting
of three classes of directors. Our Board of Directors currently
consists of six members, each of whom, if elected, are eligible to
serve to one-year terms at each annual meeting of stockholders.
However, if this Proposal No. 2 is approved, the Classified Board
Amendment would classify our Board of Directors into
three classes, with each class having a three-year term expiring in
a different year, as further described below.
Classified Board of Directors
Delaware
law provides that, unless otherwise provided in a company’s
certificate of incorporation or bylaws, directors are elected for a
one-year term at each annual meeting of stockholders. If this
Proposal No. 2 is approved, the Classified Board Amendment
would classify our Board of Directors, effective as of
the annual meeting of stockholders to be held in 2020, into three
classes with staggered three-year terms (with the exception of the
expiration of the initial Class I and Class II directors),
designated as follows:
●
Class I , comprised of two directors, initially Kristin
Patrick and David Steigelfest (with their initial terms expiring at
our 2021 annual meeting of stockholders and members of such class
serving successive three-year terms thereafter).
;
●
Class II , comprised of two directors, initially Jeff Gehl
and Michael Keller (with their initial terms expiring at our 2022
annual meeting of stockholders and members of such class serving
successive three-year terms thereafter); and
●
Class III , comprised of two directors, initially Ann Hand
and Mark Jung (with their initial terms expiring at our 2023 annual
meeting of stockholders and members of such class serving
successive three-year terms thereafter).
The
members of our Board of Directors as of the date of this proxy
statement would continue to serve their current terms until our
2021 annual meeting of stockholders (at which point the classified
board structure described above would go into effect) or until
their respective successors are elected and qualified, or until
their earlier death, disability, retirement, resignation or
removal. The Classified Board Amendment will authorize our Board of
Directors to assign directors then in office to Class I, Class II
and Class III upon the effectiveness of the classified board
structure at our 2021 annual meeting of stockholders.
If
this Proposal No. 2 is approved and the classified board structure
becomes effective, at each successive annual meeting of
stockholders following our 2021 annual meeting of stockholders, the
class of directors to be elected in such year would be elected for
a three-year term so that the term of office of one class of
directors expires in each year.
Pursuant
to our Bylaws, vacancies on our Board of Directors (including, if
Proposal No. 2 is approved and the classified board structure
becomes effective, any vacancy in Class I, Class II or Class III)
may only be filled by the vote of a majority of the remaining
directors then in office. The Classified Board Amendment will
provide that any such director elected in accordance with our
Bylaws to fill a vacancy on our Board of Directors will serve in
accordance with our Bylaws until the next election of the class for
which such director shall have been chosen and until his or her
successor is elected and qualified or until his or her earlier
death, disability, retirement, resignation or removal.
Advantages of a Classified Board of
Directors
Our Board of Directors believes that a classified
board structure will help to assure the continuity and stability of
our long-term policies in the future and to reduce our
vulnerability to hostile and potentially abusive takeover tactics
that could be adverse to the best interests of the Company’s
stockholders. Our Board of Directors believes that, by encouraging
potential acquirers to negotiate directly with our Board of
Directors, thereby giving our Board of Directors added leverage in
such negotiations, a classified board structure will
increase the likelihood of bona fide offers for the Company by serious acquirers.
A classified board would not preclude unsolicited
acquisition proposals but, by eliminating the threat of imminent
removal, would put our Board of Directors in a position to act to
maximize value for all stockholders. A longer term in office also
would allow our directors to stay focused on long-term value
creation, without undue pressure that may come from special
interest groups intent on pursuing their own agenda at the expense
of the interests of the Company and its other stockholders.
Further, it would enable us to benefit more effectively from
directors’ (particularly non-management directors’)
experience, knowledge of the Company and wisdom, while helping us
attract and retain highly qualified individuals willing to commit
the time and dedication necessary to understand the Company, its
operations and its competitive environment.
Disadvantages of a Classified Board of
Directors
While
a classified board of directors may have the beneficial
effects discussed immediately above, it may also discourage some
takeover bids, including some that would otherwise allow
stockholders the opportunity to realize a premium over the market
price of their stock or that a majority of our stockholders
otherwise believes may be in their best interests to accept or
where the reason for the desired change is inadequate performance
of our directors or management. Because of the additional time
required to change control of our Board of Directors,
a classified board may also make it more difficult and
more expensive for a potential acquirer to gain control of our
Board of Directors and the Company. Currently, a change in control
of our Board of Directors can be made by stockholders holding a
plurality of the votes cast at a single annual meeting where there
is a contested director election. If we establish a classified
board of directors, it will take at least two annual meetings
following the annual meeting at which the classified board
structure becomes effective for a potential acquirer to effect a
change in control of our Board of Directors, even if the potential
acquirer were to acquire a majority of our outstanding common
stock.
Potential Anti-Takeover Effect
A
classified board of directors may increase the amount of time
required for a takeover bidder to obtain control of the Company
without the cooperation of our Board of Directors, even
if the takeover bidder were to acquire a majority of the voting
power of our outstanding common stock. Without the ability to
obtain immediate control of our Board of Directors, a
takeover bidder will not be able to take action to remove other
impediments to its acquisition of our Company. Thus,
a classified board of directors could discourage certain
takeover attempts, perhaps including some takeovers that
stockholders may feel would be in their best interests. Further,
a classified board of directors will make it more difficult
for stockholders to change the majority composition of
our Board of Directors, even if our stockholders believe
such a change would be beneficial. Because a classified board of
directors will make the removal or replacement of directors more
difficult, it will increase the directors’ security in their
positions, and could be viewed as tending to perpetuate incumbent
management.
Since
the creation of a classified board of directors will increase
the amount of time required for a hostile bidder to acquire control
of the Company, the existence of a classified board of
directors could tend to discourage certain tender offers that
stockholders might feel would be in their best interest. However,
our Board of Directors believes that forcing potential
bidders to negotiate with our Board of Directors for a
change of control transaction will allow our Board of
Directors to better maximize stockholder value in any change of
control transaction.
Our
Board of Directors does not currently contemplate recommending the
approval of any other actions that could be construed to affect the
ability of third parties to take over or change control of the
Company.
Required Vote; Recommendation of Board of Directors
The
affirmative vote of the holders of a majority of the shares of our
common stock outstanding and entitled to vote as of the Record Date
for the Meeting is required for approval of the Classified Board
Amendment. A failure to submit a proxy card or vote at the Meeting,
an abstention or a “broker non-vote” will have the same
effect as a vote “AGAINST” the approval of this
Proposal No. 2.
The Board recommends that stockholders vote
“FOR” approval of the Classified Board
Amendment.
PROPOSAL NO. 3
AMENDMENT TO THE SUPER LEAGUE GAMING, INC.
AMENDED AND RESTATED 2014 STOCK OTPION AND INCENTIVE
PLAN
Background of the 2014 Plan and the Plan Amendment
Our Board unanimously approved the 2014
Plan on October 13, 2014. The
2014 Plan was subsequently amended in May 2015, May 2016, July 2017
and October 2018. The maximum number of shares of common stock
issuable under the 2014 Plan is currently 1,833,333 shares, subject
to adjustments for stock splits, stock dividends or other similar
changes in our common stock or our capital
structure.
The 2014 Plan provides for the grant of (a)
Incentive Stock Options (within the meaning of Section 422 of
the Code) to our full-time employees (“Employees”), subject to the requirements of Section
422(c)(6) where an Employee owns 10% or more of our voting stock
outstanding; (b) Non-Qualified Options (together with Incentive
Stock Options, “Options”); (c) stock awards; and (d) performance
shares to any individual who is (i) an Employee, (ii) a member of
our Board, or (iii) an independent contractor who provides services
for the Company.
On May
21, 2020, our Board unanimously approved, subject to stockholder
approval at the Annual Meeting, the Plan Amendment to increase the
number of shares of common stock authorized for issuance under the
2014 Plan by 750,000 shares, for an aggregate total of 2,583,333
shares, subject to adjustment to take account of stock dividends,
stock splits, recapitalizations and similar corporate
events.
The
Board believes the Plan provides an important mechanism by which
stock options and other stock awards may be granted to directors,
employees and consultants as an incentive and to tie their
interests closer to those of our stockholders. In addition, the
Board believes it is important to have reserved a sufficient number
of shares to support stock option grants and awards for the
foreseeable future.
As of
June 12, 2020, there were 1,334,875 shares of common stock issued
or reserved for issuance under the terms of the 2014 Plan. As
a result, the Company currently has a limited number of shares
available for issuance under the 2014 Plan.
Below is a summary of
the terms and conditions of the 2014 Plan. Unless otherwise
indicated, all capitalized terms shall have the same meaning as
defined in the 2014 Plan. This summary does not purport to be
complete, and is qualified, in its entirety, by the specific
language of the 2014 Plan.
Summary of the 2014 Plan
Plan Administration
Pursuant to the 2014 Plan, our Board has delegated
the authority to administer the 2014 Plan to the Board’s
compensation committee (the “Committee”). Subject to the provisions of our 2014
Plan, the Committee has the power to determine the terms of the
awards, including the exercise price, the number of shares subject
to each award, the exercisability of the awards, and the form of
consideration, if any, payable upon exercise. The Committee also
has the authority to amend, modify, extend renew or terminate
outstanding Options, or may accept the cancellation of outstanding
Options, whether or not granted under the 2014 Plan, in return for
the grant of new Options at the same or a different price.
Additionally, the Committee may shorten the vesting period, extend
the exercise period, remove any or all restrictions or convert an
Incentive Option to a Non-Qualified Option, if, at its sole
discretion, it determines that such action is in the best interest
of the Company; provided, however,
that any modification made to
outstanding Options requires the prior consent of the holder(s) of
such Options, unless the Committee determines that the action would
not materially and adversely affect such
holder(s).
Incentive Stock Options
The
exercise price of Incentive Stock Options granted under our 2014
Plan must at least be equal to 100% of the fair market value of our
common stock on the date of grant. The term of an Incentive Stock
Option may not exceed ten years, except that with respect to any
participant who owns more than 10% of the voting power of all
classes of our outstanding stock, the term must not exceed five
years and the exercise price must equal at least 110% of the fair
market value on the grant date.
Non-Qualified Stock Options
The
exercise price of Non-Qualified Options granted under our 2014 Plan
must at least be equal to 85% of the fair market value of our
common stock on the date of grant. The term of a Non-Qualified
Stock Option may not exceed ten years.
Stock Awards or Sales
Eligible
individuals may be issued shares of common stock directly, upon the
attainment of performance milestones or the completion of a
specified period of service or as a bonus for past services. The
purchase price for the shares shall not be less than 100% of the
fair market value of the shares on the date of issuance, and
payment may be in the form of cash or past services rendered.
Eligible individuals shall have no stockholder rights with respect
to any unvested restricted shares or restricted share units issued
to them under the stock award or sales program, however, eligible
individuals shall have the right to receive any regular cash
dividends paid on such shares.
Termination of Relationship
Except as the Committee may otherwise determine
with respect to a Non-Qualified Stock Option, if the holder of an
Option ceases to have a Relationship (as defined in the 2014 Plan)
with the Company for any reason other than death or permanent
disability, any Options granted to him shall terminate 90 days from
the date on which such Relationship terminates; provided,
however, that no Option may be
exercised or claimed by the holder of an Option following the
termination of his Relationship for Cause (as defined in the 2014
Plan). In the event that the Relationship terminates as a result of
the death or permanent disability of the Option holder, any Options
granted to him shall terminate one year from the date of his death
or termination due to permanent disability. In no event may an
option be exercised later than the expiration of its
term.
Certain Adjustments
In the event of certain changes in our
capitalization, to prevent diminution or enlargement of the
benefits or potential benefits available under the 2014 Plan, the
administrator will adjust the number and class of shares available
for future grants under the 2014 Plan, the exercise price of
outstanding Options, the number of shares covered by each
outstanding award, or the purchase price of each outstanding
award. In connection with the
one-for-three Reverse Stock Split (defined below) of our common
stock that was effected on February 8, 2019, the terms of certain
awards granted under our 2014 Plan were equitably adjusted in
accordance with the provisions thereof.
Reorganization
In the event we are a party to a merger or other
corporate reorganization, all outstanding Options shall be subject
to the agreement of merger or reorganization. Such agreement may
provide for the assumption of the outstanding Options by the
surviving corporation or its parent or for their continuation by
the Company (if the Company is a surviving corporation);
provided,
however, that if the assumption
or continuation is not provided by such agreement, then the
Committee, in its sole discretion, shall have the option of
offering the payment of a cash settlement equal to the difference
between the amount to be paid for one share under the agreement and
the exercise price.
Change of Control
Under
the 2014 Plan, a Change of Control is generally defined as:
(i) the sale of all or substantially all of the assets of the
Company, or (ii) any merger, consolidation or acquisition of the
Company with, by or into another corporation, entity or third
party, the result of which is a change in the ownership of more
than 50% of the voting capital stock of the Company.
In
the event of a Change of Control, all restrictions on all awards or
sales of shares will accelerate and vesting on all unexercised and
unvested Options will occur on the Change of Control
date.
U.S. Federal Income Tax Consequences
The
2014 Plan is, in part, is a qualified plan for federal income tax
purposes. As such, the Company is entitled to (i) withhold and
deduct from future wages of any award recipient, or make other
arrangements for the collection of, all legally required amounts
necessary to satisfy any and all federal, state and local
withholding and employment-related tax requirements attributable to
an award, including, without limitation, the grant, exercise or
vesting of, or payment of dividends with respect to, an award or a
disqualifying disposition of stock received upon exercise of an
award, or (ii) require the award recipient promptly to remit the
amount of such withholding to the Company before taking any action,
including issuing any shares of common stock, with respect to an
award.
Plan Benefits
Participation
in the 2014 Plan is entirely within the discretion of the
Committee. Because we cannot predict the predict the rate at which
the Committee will issue awards or the terms of awards granted
under the 2014 Plan if the Plan Amendment is approved by our
stockholders at the Annual Meeting, it is not possible to determine
the number of shares that will be purchased or the value of
benefits that may be obtained by executive officers and other
employees under the 2014 Plan in the future.
The
following table sets forth information with respect to issuances
under the 2014 Plan during the year ended December 31, 2019 to each
of our current executive officers, outside directors and
employees:
Name and Position
|
|
|
Ann
Hand
|
-
|
-
|
President, Chief Executive Officer and Chair
|
|
|
David
Steigelfest
|
-
|
-
|
Chief Technology Officer and Director
|
|
|
Matt
Edelman
|
-
|
-
|
Chief Commercial Officer
|
|
|
Clayton
Haynes
|
-
|
-
|
Chief Financial Officer
|
|
|
Samir
Ahmed
|
-
|
-
|
Chief Technology Officer
|
|
|
Executive Officer Group
|
-
|
-
|
Non-Employee Director Group
|
$300,023(2)
|
28,838(2)
|
Non-Executive Officer Employee Group
|
$1,226,201(3)
|
164,667(3)
|
(1)
|
|
Amounts shown in the Dollar Value column represent an aggregate of
the number of stock options granted multiplied by the exercise
price of such options or the grant date fair value of restricted
stock units issued during the year ended December 31, 2019 and
outstanding as of December 31, 2019.
|
(2)
|
|
Represents an aggregate total
of 28,838 restricted stock units issued to our non-employee
directors during the year ended December 31, 2019 and outstanding
as of that date.
|
(3)
|
|
Represents an aggregate total
of 164,667 stock options granted to employees who were not
executive officers on December 31, 2019 under the Stock Incentive
Plan.
|
Vote Required and Recommendation
The
affirmative “FOR” vote of a majority of the shares
present in person or by proxy and entitled to vote is necessary for
approval of the Plan Amendment. Unless otherwise instructed on the
proxy or unless authority to vote is withheld, shares represented
by executed proxies will be voted “FOR” this Proposal
No. 3.
The Board recommends that stockholders vote
“FOR” approval of the Plan
Amendment.
PROPOSAL NO. 4
RATIFICATION OF THE APPOINTMENT OF
SQUAR MILNER LLP TO SERVE AS OUR
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL
YEAR
Upon
recommendation of the Audit Committee of the Board of Directors,
the Board appointed Squar Milner LLP as our independent registered
public accounting firm for the year ending December 31, 2020, and
hereby recommends that the stockholders ratify such
appointment.
The
Board may terminate the appointment of Squar Milner LLP as the
Company’s independent registered public accounting firm
without the approval of the Company’s stockholders whenever
the Board deems such termination necessary or
appropriate.
Representatives of
Squar Milner LLP will be present at the Annual Meeting or available
by telephone and will have an opportunity to make a statement if
they so desire and to respond to appropriate questions from
stockholders.
Audit Fees
The following table presents fees billed by
Squar Milner LLP for professional
services rendered for the fiscal years ended December 31, 2019 and
2018:
|
|
|
Audit fees (1)
|
$161,700
|
$51,000
|
Audit related fees (2)
|
38,200
|
|
Tax fees (3)
|
39,700
|
80,800
|
All other fees (4)
|
-
|
|
Total
|
$239,600
|
$131,800
|
(1)
Audit
Fees include fees and expenses for professional services rendered
in connection with the audit of our financial statements for those
years, reviews of the interim financial statements that are
normally provided by the independent registered public accounting
firm in connection with statutory and regulatory filings or
engagements.
(2)
Audit
Related Fees consist of fees billed for assurance related services
that are reasonably related to the performance of the audit or
review of our financial statements and are not reported under
“Audit Fees.” Included in Audit Related Fees are fees
and expenses related to reviews of registration statements and SEC
filings other than annual reports on Form 10-K and quarterly
reports on Form 10-Q.
(3)
Tax
Fees include the aggregate fees billed during the fiscal year
indicated for professional services for tax compliance, tax advice
and tax planning. No such fees were billed by Squar Milner for 2019
or 2018.
(4)
All
Other Fees consist of fees for products and services other than the
services reported above. No such fees were billed by Squar Milner
for 2019 or 2018.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There have been no changes in or disagreements
with accountants on accounting and financial
disclosure.
Auditor Independence
Our Audit Committee and our full Board of
Directors considered that the work done for us in the years ended
December 31, 2019 and 2018, respectively, by Squar
Milner LLP was compatible with
maintaining Squar Milner LLP independence.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS
Date:
March 23, 2020
The Audit Committee has reviewed and discussed
with management and Squar Milner LLP, our independent registered public accounting
firm, the audited consolidated financial statements in the
Super League Gaming, Inc. Annual
Report on Form 10-K for the year ended December 31,
2019.
Squar
Milner LLP also provided the Audit
Committee with the written disclosures and the letter required by
the applicable requirements of the PCAOB regarding the independent
auditor’s communication with the Audit Committee concerning
independence. The Audit Committee has discussed with the registered
public accounting firm their independence from our
Company.
Based
on its discussions with management and the registered public
accounting firm, and its review of the representations and
information provided by management and the registered public
accounting firm, including as set forth above, the Audit Committee
recommended to our Board that the audited financial statements be
included in our Annual Report on Form 10-K for the year ended
December 31, 2019.
|
Respectfully Submitted,
Jeff
Gehl
Michael
Keller
Mark
Jung
|
The information contained above under the caption
“Report of the Audit Committee
of the Board of Directors” shall not be deemed to be soliciting
material or to be filed with the SEC, nor shall such information be
incorporated by reference into any future filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended, except to the extent that we specifically
incorporate it by reference into such filing.
Required Vote and Recommendation
Ratification of the
selection of Squar Milner LLP as the Company’s independent
auditors for the fiscal year ending December 31, 2020 requires the
affirmative vote of a majority of the shares present or represented
by proxy and entitled to vote at the Annual Meeting. Unless
otherwise instructed on the proxy or unless authority to vote is
withheld, shares represented by executed proxies will be voted
“FOR” the ratification of Squar Milner LLP as the
Company’s independent auditors for the fiscal year ending
December 31, 2020.
The
Board recommends that stockholders vote “FOR” the ratification of
the selection of Squar Milner LLP as our independent auditors for
the fiscal year ending December 31, 2020.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDERS MATTERS
The
following table sets forth certain information known to us
regarding beneficial ownership of our common stock as of
May 27, 2020 for (i) each of
our executive officers and directors individually, (ii) all of our
executive officers and directors as a group, and (iii) each person,
or group of affiliated persons, known by us to be the beneficial
owner of more than 5% of our capital stock. A person is also deemed
to be a beneficial owner of any securities of which that person has
a right to acquire beneficial ownership within 60 days. The
percentage of beneficial ownership in the table below is based on
10,427,760 shares of common
stock deemed to be outstanding as of May 27, 2020.
Name,
address and title of beneficial owner (1)
|
|
Total
Number of Shares Subject to Exercisable Options and
Warrants
|
Total
Number of Shares Beneficially Owned
|
Percentage
of Voting Common Stock Outstanding (2)
|
Officers and Directors
|
|
|
|
|
Ann
Hand
Chief Executive Officer, President and Chair
|
76,374
|
616,668
|
693,042
|
6.6%
|
David
Steigelfest
Chief Products and Technology Officer
|
50,000
|
153,232
|
203,232
|
1.9%
|
Clayton
Haynes
Chief Financial Officer
|
2,000
|
16,667
|
18,667
|
*
|
Matt
Edelman
Chief Commercial Officer
|
2,500
|
1,225
|
3,725
|
*
|
Jeff Gehl (3)
Director
|
127,205
|
112,100
|
239,305
|
2.3%
|
Kristin
Patrick
Director
|
5,455
|
-
|
5,455
|
*
|
Michael Keller (4)
Director
|
106,009
|
100,839
|
206,848
|
2.0%
|
Mark
Jung
Director
|
50,610
|
-
|
50,610
|
*%
|
Executive Officers and Directors as a
Group (8 persons)
|
420,153
|
1,00,731
|
1,420,884
|
13.6%
|
______________________
* Less than
1.0%
(1)
|
Unless otherwise
indicated, the business address for each of the executive officers
and directors is c/o Super League Gaming, Inc., 2906 Colorado Ave.,
Santa Monica, CA 90404.
|
(2)
|
Beneficial
ownership is determined in accordance with the rules of the SEC. In
computing the number of shares beneficially owned by a person and
the percentage of ownership by that person, shares of voting common
stock subject to outstanding rights to acquire shares of voting
common stock held by that person that are currently exercisable or
exercisable within 60 days are deemed outstanding. Such shares are
not deemed outstanding for the purpose of computing the percentage
of ownership by any other person.
|
(3)
|
Includes (i) 22,121
shares of common stock, 25,000 shares of common stock issuable upon
exercise of stock options and 40,802 shares issuable upon
conversion of warrants held by Mr. Gehl, (ii) 80,553 shares of
common stock held by BigBoy Investment Partnership, LLC, and (iii)
24,532 shares of common stock and 46,297 shares issuable upon
conversion of warrants held by BigBoy, LLC.
Mr. Gehl is the
Managing Member of BigBoy Investment Partnership and BigBoy, LLC,
and, therefore, may be deemed to beneficially own these shares. The
business address for BigBoy Investment Partnership and BigBoy, LLC
is 111 Bayside Dr., Suite 270, Newport Beach, CA
92625.
|
(4)
|
Includes (i)
100,301 shares of common stock and 95,491 shares of common stock
issuable upon conversion of warrants held by the Michael R. Keller
Trust, (ii) 2,854 shares of common stock and 2,674 shares of common
stock issuable upon conversion of warrants held by the Keller 2004
IRR Trust FBO William, and (iii) 2,854 shares of common stock and
2,674 shares of common stock issuable upon conversion of warrants
held by the Keller 2004 IRR Trust FBO Charles.
|
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports,
proxy statements and other information with the SEC. The SEC
maintains a Web site that contains reports, proxy statements and
other information about issuers, like the Company, who file
electronically with the SEC. The address of that site is
www.sec.gov. Copies of these documents may also be obtained by
writing our secretary at the address specified
above.
STOCKHOLDER PROPOSALS FOR THE 2021 ANNUAL MEETING OF
STOCKHOLDERS
Pursuant
to Rule 14a-8 under the Exchange Act, stockholder proposals to be
included in our next proxy statement must be received by us at our
principal executive offices no later than 90 days nor more than 120
days prior to the first anniversary of the preceding year’s
annual meeting. A stockholder proposal not included in the
Company’s proxy statement for the 2021 Annual Meeting of
Stockholders will be ineligible for presentation at the meeting
unless the stockholder gives timely notice of the proposal in
writing to the Secretary of the Company at the principal executive
offices of the Company. To be timely, the Company must have
received the stockholder’s notice not less than 90 days nor
more than 120 days in advance of the date the proxy statement was
released to stockholders in connection with the previous
year’s annual meeting of stockholders. However, if the date
of the 2021 Annual Meeting of Stockholders is changed by more than
30 days from the date of this year’s Annual Meeting, the
Company must receive the stockholder’s notice no later than
the close of business on (i) the 90th day prior to such annual
meeting and (ii) the seventh day following the day on which
public announcement of the date of such meeting is first
made.
We
reserve the right to reject, rule out of order, or take other
appropriate action with respect to any proposal that does not
comply with these and all other applicable
requirements.
HOUSEHOLDING OF PROXY MATERIALS
The SEC
has adopted rules that permit companies and intermediaries (e.g.,
brokers) to satisfy the delivery requirements for proxy statements
and annual reports with respect to two or more stockholders sharing
the same address by delivering a single proxy statement and annual
report addressed to those stockholders. This process, which is
commonly referred to as “householding,” potentially
means extra convenience for stockholders and cost savings for
companies.
A
number of brokers with account holders who are stockholders of the
Company will be “householding” the Company’s
proxy materials. A single set of the Company’s proxy
materials will be delivered to multiple stockholders sharing an
address unless contrary instructions have been received from the
affected stockholders. Once you have received notice from your
broker that they will be “householding” communications
to your address, “householding” will continue until you
are notified otherwise or until you revoke your consent. If, at any
time, you no longer wish to participate in
“householding” and would prefer to receive a separate
set of the Company’s proxy materials, please notify your
broker or direct a written request to the Company at 2906 Colorado
Ave., Santa Monica, California 90404, or contact us at (802)
294-2754. The Company undertakes to deliver promptly, upon any such
oral or written request, a separate copy of its proxy materials to
a stockholder at a shared address to which a single copy of these
documents was delivered. Stockholders who currently receive
multiple copies of the Company’s proxy materials at their
address and would like to request “householding” of
their communications should contact their broker, bank or other
nominee, or contact the Company at the above address or phone
number.
OTHER MATTERS
At the
date of this Proxy Statement, the Company knows of no other
matters, other than those described above, that will be presented
for consideration at the Annual Meeting. If any other business
should come before the Annual Meeting, it is intended that the
proxy holders will vote all proxies using their best judgment in
the interest of the Company and the stockholders.
The Notice, which we intend to mail to stockholders on or about
June 12, 2020, will contain instructions on how to access the
Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2019. The Annual Report, which includes audited
financial statements, does not form any part of the material for
the solicitation of proxies.
The
Board invites you to attend the Annual Meeting in person. Whether
or not you expect to attend the Annual Meeting in person, please
submit your vote by Internet, telephone or e-mail as promptly as
possible so that your
shares will be represented at the Annual Meeting.
REGARDLESS
OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING IN
PERSON, PLEASE READ THE ACCOMPANYING PROXY STATEMENT AND THEN
VOTE BY INTERNET, TELEPHONE OR E-MAIL AS PROMPTLY AS
POSSIBLE. VOTING PROMPTLY WILL SAVE US ADDITIONAL
EXPENSE IN SOLICITING PROXIES AND WILL ENSURE THAT YOUR SHARES ARE
REPRESENTED AT THE ANNUAL MEETING.
By
order of the Board of Directors,
/s/ Ann Hand
Ann
Hand
Executive Chair
Appendix
A
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SUPER LEAGUE GAMING, INC.
The
corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware does hereby
certify:
FIRST:
That at a meeting of the Board of Directors of Super League Gaming,
Inc. resolutions were duly adopted setting forth a proposed
amendment of the Amended and Restated Certificate of Incorporation
of said corporation, declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed
amendment is as follows:
RESOLVED,
that the Amended and Restated Certificate of Incorporation of this
corporation be amended by adding the following new Article
TWELFTH:
“TWELFTH:
The Board of Directors shall be divided into three classes, Class
I, Class II and Class III, with each class having as equal a number
of members as reasonably possible. The initial term of office of
the Class I, Class II and Class III directors shall expire at the
annual meeting of stockholders of the Corporation in 2021, 2022 and
2023, respectively. Beginning in 2021, at each annual meeting of
stockholders of the Corporation, successors to the class of
directors whose term expires at that annual meeting shall be
elected for a three-year term. If the number of directors is
changed, any increase or decrease shall be apportioned among the
classes by the Board of Directors so as to maintain the number of
directors in each class as nearly equal as is reasonably possible,
and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class. In
no case will a decrease in the number of directors shorten the term
of any incumbent director, even though such decrease may result in
an inequality of the classes until the expiration of such term. A
director shall hold office until the annual meeting of stockholders
of the Corporation in the year in which his or her term expires and
until his or her successor shall be elected and qualified, subject,
however, to prior death, resignation, retirement or removal from
office. Except as otherwise provided by law, directors may only be
removed for cause and only upon the vote of the holders of at least
a majority of the voting power of the shares entitled to vote
generally in the election of directors. Except as required by law
or the provisions of this Certificate of Incorporation, all
vacancies on the Board of Directors and newly-created directorships
shall be filled by the Board of Directors. Any director elected to
fill a vacancy not resulting from an increase in the number of
directors shall have the same remaining term as that of his or her
predecessor. Notwithstanding the foregoing, and except as otherwise
required by law, whenever the holders of any one or more series of
Preferred Stock shall have the right, voting separately as a class,
to elect one or more directors of the Corporation, the then
authorized number of directors shall be increased by the number of
directors so to be elected, and the terms of the director or
directors elected by such holders shall expire at the next
succeeding annual meeting of stockholders.”
SECOND:
That thereafter, pursuant to resolution of its Board of Directors,
the annual meeting of the stockholders of said corporation was duly
called and held upon notice in accordance with Section 222 of the
General Corporation Law of the State of Delaware at which meeting
the necessary number of shares as required by statute were voted in
favor of the amendment.
THIRD:
That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, said corporation has caused this certificate to be
signed this ____ day of _______, 2020.
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By:
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Authorized Officer
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Title:
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Name:
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Appendix
B
AMENDMENT TO THE
AMENDED AND RESTATED SUPER LEAGUE GAMING, INC. 2014 STOCK OPTION
AND INCENTIVE PLAN
The Super League Gaming, Inc. Amended and Restated
2014 Stock Option and Incentive Plan (the
“2014 Plan”)
is hereby amended, effective as of the date of adoption of this
Amendment by the Board of Directors of Super League Gaming, Inc.
(the “Company”):
1.
Section
5.1 of the 2014 Plan is amended in its entirety:
5.1 Basic
Limitation. Shares
offered under this Plan shall be authorized but unissued shares, or
treasury shares. Two Million Five Hundred Eighty-Three
Thousand Three Hundred Thirty-Three (2,583,333) shares have
been reserved for issuance under this Plan (upon exercise of
Options or other rights to acquire Shares). The aggregate
number of Shares which may be issued under this Plan shall at all
times be subject to adjustment pursuant to Section 9.
The number of Shares which are subject to Options or other rights
outstanding at any time under this Plan shall not exceed the number
of Shares which then remain available for issuance under this
Plan. The Company, during the term of this Plan, shall at all
times reserve and keep available sufficient Shares to satisfy the
requirements of this Plan.
* * *
Except
as amended hereby, the terms and conditions of the Plan shall
otherwise continue in full force and effect.
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SUPER LEAGUE GAMING, INC.
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By:
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Name:
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Title:
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Super League Gaming, Inc.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
2020
ANNUAL MEETING OF STOCKHOLDERS – JULY 23, 2020 AT 10:00 AM
PDT
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CONTROL ID:
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REQUEST ID:
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The undersigned
stockholder(s) of Super League Gaming, Inc., a Delaware Corporation
(the “Company”) hereby appoints Clayton Haynes proxy,
with power of substuition, for and in the undersigned to attend the
2020 annual meeting of stockholders of the Company to be held
at https://www.issuerdirect.com/virtual-event/slgg,
on Thursday, July 23 2020 beginning at 10:00 AM PDT, or at
adjournment or postponement thereof, and there to vote, as
designated below.
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(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
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VOTING INSTRUCTIONS
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If you vote by phone, fax or internet, please DO NOT mail your
proxy card.
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MAIL:
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Please
mark, sign, date, and return this Proxy Card promptly using the
enclosed envelope.
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FAX:
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Complete the reverse portion of this Proxy Card
and Fax to (202)
521-3464.
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INTERNET:
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https://www.iproxydirect.com/SLGG
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PHONE:
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1
(866) 752-VOTE(8683)
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2020 ANNUAL MEETING OF THE STOCKHOLDERS OFSuper League Gaming, Inc.
(the “Meeting”)
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PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE: ☒
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PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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Proposal
1
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FOR
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WITHHOLD
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Election
of Directors, each until our next annual meeting of stockholders,
unless the Classified Board Amendment (defined below) is approved
by stockholders at the Meeting:
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Ann
Hand
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☐
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☐
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David
Steigelfest
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☐
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☐
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CONTROL ID:
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Jeff
Gehl
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☐
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☐
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REQUEST ID:
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Kristin
Patrick
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☐
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☐
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Michael
Keller
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☐
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☐
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Mark
Jung
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☐
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☐
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Proposal
2
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FOR
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AGAINST
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ABSTAIN
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To approve of an amendment to our Amended and
Restated Certificate of Incorporation (our
“Charter”) to classify our Board of
Directors into three classes with staggered three-year terms (the
“Classified Board
Amendment”).
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☐
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☐
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☐
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Proposal
3
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FOR
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AGAINST
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ABSTAIN
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To approve of an amendment to the Super League
Gaming, Inc. Amended and Restated 2014 Stock Option and Incentive
Plan (the “2014 Plan”) to increase the number of shares of
common stock available for issuance under the 2014 Plan by 750,000
shares.
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☐
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☐
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☐
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Proposal
4
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FOR
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AGAINST
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ABSTAIN
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To
ratify the appointment of Squar Milner LLP as our independent
auditors for the year ending December 31, 2020.
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☐
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☐
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☐
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MARK
“X” HERE IF YOU PLAN TO ATTEND THE MEETING:
☐
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MARK HERE FOR ADDRESS CHANGE ☐ New
Address (if applicable):
____________________________________________________________________________________
IMPORTANT: Please sign exactly as your name or names appear
on this Proxy. When shares are held jointly, each holder should
sign. When signing as executor, administrator, attorney, trustee or
guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized
person.
Dated:
________________________, 2020
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(Print Name of
Stockholder and/or Joint Tenant)
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(Signature of
Stockholder)
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(Second Signature
if held jointly)
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