UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Amerityre Corporation
(Name of Registrant as Specified in Charter)
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Message to our Shareholders from our Chief Executive Officer:
Dear Shareholder,
I am pleased to report that Amerityre again attained record sales and net income results for fiscal year 2022. This achievement reflects the hard work and excellent execution of our business plan, and our ability to overcome supply chain and economic headwinds during the fiscal year. Sales for fiscal year 2022 totaled $6.495 million, an increase of 33.6% over the previous year’s level. Net profit for Fiscal Year 2022 was $ 431,887, an increase of 67.2% compared to the previous year’s period. The results of this fiscal year have greatly improved the overall financial position of Amerityre.
Supply chain issues, raw material availability, and overall increasing operating costs were the major challenges we faced during the year. Fortunately, COVID-19 did not seriously affect our workforce and manufacturing operations during the past year. In response to higher input costs, we were forced to raise our tire product prices three times during the year. We have seen a leveling of raw material prices during the past 4 months which gives me optimism that we can keep pricing at current levels for the immediate future. We continue to look for ways we can reduce our cost structure while improving the overall value proposition of our products. We have qualified new raw material suppliers during the year to diversify our supplier base while improving raw material availability.
We continue to invest in our business. During the recent fiscal year, we completed an upgrade to our manufacturing pouring system, financing this expenditure from internally generated cash flow. We plan on continuing our capital investment this fiscal year by upgrading and refurbishing our manufacturing carousel equipment. This project will improve the performance and reliability of this equipment. New product development brings continued interest in new tires for a variety of applications. We are finding that interest in our “best in class” formulations is shared by current customers and new customers alike.
Our efforts to increase our sales and distribution capabilities have not followed our intended business plan. Our organic growth in sales has been a result of signing up new, smaller volume customers, and growth in sales to existing customers. We have been pursuing relationships with larger distributors or large OEMS, with the belief that their larger established usage and/or distribution channels would accelerate our business growth. We have not yet been successful in securing these partnerships, but we will continue to work to develop these opportunities in the upcoming fiscal year. The disappointment in our inability to find these key partners is offset by our ability to grow our business with existing customers, as evidenced by our impressive growth rate in sales the past fiscal year. I believe these improved results will continue to give us credibility in the marketplace with the larger significant players in our market segments and eventually enable us to find the right partners to further accelerate our growth and profitability.
That said, I believe the current economic conditions will prove to be a formidable headwind in the upcoming fiscal year and possibly beyond. The Federal Reserve has adopted an aggressive interest rate policy to slow the economy and fight inflation. The impact on Amerityre may be lower demand for our products from our existing customer base. I believe our current business strategy will be effective in facing these possible headwinds, as we look to continue to broaden our customer base from its current composition. I remain very confident that Amerityre has only begun to scratch the surface of our potential in the light industrial vehicle and agricultural tire segments, and our future growth prospects are very strong.
As mentioned earlier, we will continue to look for possible ways to lower our overhead costs to become more efficient in producing tires. In the past, this emphasis has enabled us to weather the business challenges we encountered in previous years. While our financial position and current book of business has Amerityre on firm financial footing, we cannot as a company lose the financial discipline that is required to be successful in difficult economic conditions. We recently completed a comprehensive cost review and have decided to file to suspend our reporting to the SEC, which will provide the Company with substantial savings in lower audit, filing, and compliance costs. Like many small companies have decided over the past few years, our Board of Directors concluded that the costs associated with full SEC compliance outweighed the benefits to the company. We will continue to report pertinent information about the company via the reporting systems defined by the OTC Pink Sheets.
Our annual meeting will be held in the Company’s manufacturing plant at 1501 Industrial Road, Boulder City, Nevada 89005 on Wednesday, December 7, 2022 at 10:00 am, Pacific Time.
As always, I appreciate your continued support of Amerityre and our plans to continue building additional value in the company. Thank you in advance for reviewing and voting your proxy ballot. I look forward to speaking with you at the upcoming annual meeting.
Sincerely Yours.
Michael Sullivan
CEO, Amerityre Corporation
AMERITYRE CORPORATION
1501 Industrial Road
Boulder City, Nevada 89005
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, DECEMBER 7, 2022
TO THE STOCKHOLDERS OF AMERITYRE CORPORATION:
The Annual Meeting of the Stockholders (the “Annual Meeting”) of Amerityre Corporation (the “Company” or “Amerityre”) will be held in the Company’s manufacturing plant at 1501 Industrial Road, Boulder City, Nevada 89005 on Wednesday, December 7, 2022 at 10:00 am, Pacific Time.
At the Annual Meeting, the items to be voted on are:
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Proposals
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Vote Required
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Broker Discretionary Vote Allowed
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Effect of Abstentions and Broker Non-Votes on the Proposal
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(1)
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Elect members of the Board of Directors to serve for a one-year term expiring at the next annual meeting of the stockholders; and
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Plurality
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No
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None
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The foregoing matters are described in more detail in the accompanying Proxy Statement.
Only stockholders of record at the close of business on October 11, 2022 (the “record date”), are entitled to notice of and to vote at the annual meeting.
For the annual meeting, instead of mailing a printed copy of our proxy materials (including our annual report) to each stockholder of record, we are providing access to these materials via the Internet. Accordingly, on October 24, 2022, we began mailing a notice of Internet availability of proxy materials (the “notice”) to all stockholders of record as of October 11, 2022 and posted our proxy materials on the website as described in the notice. As explained in greater detail in the notice, all stockholders may access our proxy materials on our website or may request a printed set of our proxy materials. In addition, the notice and website provide information on how to request all future proxy materials in printed form or electronically.
Your vote is important. If you wish to have your shares voted, please vote as soon as possible, whether online or by returning a proxy card sent to you in response to your request for printed proxy materials.
Holders of more than 50 percent of the Company’s 75,787,868 issued and outstanding shares of common stock must be represented at the annual meeting to constitute a quorum for conducting business. The affirmative vote of a plurality of the voting power represented by shares at the annual meeting in person or by proxy and entitled to vote on the proposal will be required for the election of directors (proposal 1) assuming that a quorum is present or represented at the annual meeting. The affirmative vote of a majority of the voting power represented by shares at the annual meeting in person or by proxy and entitled to vote on the proposal will be required for approval of proposal 2, assuming that a quorum is present or represented at the annual meeting.
The attendance at and/or vote of each stockholder at the annual meeting is important and each stockholder is encouraged to attend.
Amerityre Corporation
By order of the Board of Directors
/s/ Michael F. Sullivan
Michael F. Sullivan, Chief Executive Officer
Boulder City, Nevada
Dated: October 24, 2022
AMERITYRE CORPORATION
1501 Industrial Road
Boulder City, Nevada 89005
PROXY STATEMENT
IMPORTANT
If your shares are held in the name of a brokerage firm, nominee, or other institution, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you have the right to direct your broker, nominee or other institution how to vote your shares. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you bring with you a legal proxy from the stockholder of record. Please promptly contact the person responsible for your account and give instructions for your shares to be voted.
The Company’s offices and plant are located 1501 Industrial Road, Boulder City, Nevada, 89005.
What is “householding” and how does it affect me?
Record holders who have the same address and last name will receive only one copy of their proxy materials, unless we are notified that one or more of these record holders wishes to continue receiving individual copies. This procedure will reduce the Company’s printing costs and postage fees. Stockholders who participate in householding will continue to receive separate proxy cards.
If you are eligible for householding, but you and other record holders with whom you share an address, receive multiple copies of these proxy materials, or if you hold the Company’s common stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact the Company’s Corporate Secretary at: Amerityre Corporation, 1501 Industrial Road, Boulder City, Nevada 89005, Attention: Corporate Secretary.
If you participate in householding and wish to receive a separate copy of these proxy materials, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact the Company’s Corporate Secretary as indicated above. Beneficial owners can request information about householding from their brokers, banks or other holders of record.
Is my proxy revocable?
You may revoke your proxy and reclaim your right to vote up to and including the day of the Annual Meeting by giving written notice to the Secretary of the Company, by delivering a proxy card dated after the date of the proxy or by voting in person at the Annual Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: Amerityre Corporation, 1501 Industrial Road, Boulder City, Nevada 89005, Attention: Corporate Secretary.
Do I have dissenters’ (appraisal) rights?
Dissenters’ or appraisal rights are not available to the Company’s stockholders with any of the proposals brought before the Annual Meeting.
Interest of Officers and Directors in Matters to Be Acted Upon
Except in the election to our Board of Directors of the nominees set forth in proposal 1, none of the officers or directors of the Company have any interest in any of the matters to be acted upon at the Annual Meeting.
PROPOSAL NO. 1
ELECTION OF BOARD OF DIRECTORS
The following table sets forth the name, age and year first elected of each director of the Company:
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Name of Current Director
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Age
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Director Since
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Michael F. Sullivan (1)
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57
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December 2014
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George Stoddard
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81
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December 2016
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David Clark
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62
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December 2016
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David Hollister
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56
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December 2016
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(1) Michael F. Sullivan was appointed Chairman of the Board of Directors on December 3, 2015.
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The following persons have been nominated for re-election as directors of the Company:
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Michael F. Sullivan
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David Clark
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George Stoddard
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David Hollister
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Certain biographical information with respect to the nominees for director is set forth below. Each director, if elected by the stockholders, will serve until our 2023 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. Vacancies on the Board of Directors during the year may be filled by the majority vote of the directors in office at the time of the vacancy without action by the stockholders.
Biographical Information on Nominees
Michael F. Sullivan was appointed CEO of Amerityre in April 2015. He joined Amerityre in May 2014 as a consultant and was appointed COO in December 2014. He has over 35 years of international and domestic experience in Engineering and Operations management. He has served in senior operating roles for companies in the medical device, chemical, catalyst, metal coating, and consulting industries. Mr. Sullivan holds a BSE in Chemical Engineering from the University of Pennsylvania and an MBA in Finance and Marketing from the Haas School of Business at UC Berkeley. He has been a director of Amerityre since December 2014.
We believe that Mr. Sullivan’s qualifications to serve on the Board of Directors include his current leadership of the Company in addition to his engineering and operations management background.
George Stoddard has over 45 years’ experience buying, growing and fine-tuning business and investments for maximum profit and efficiency. From 1968 - 2011 Mr. Stoddard was a business owner, including L.A. Time Distribution and Mobile Pipe Wrappers and Coaters, Inc., the last of which Mr. Stoddard grew from $218,000 in annual sales to over $6,000,000 in annual sales. Mr. Stoddard retired in 2011. Mr. Stoddard has an Associate of Arts degree from East Los Angeles College and attended Cal Poly Pomona majoring in Aerospace Engineering and Math. Mr. Stoddard has been a director of Amerityre since December 2015.
We believe that Mr. Stoddard’s qualifications to serve on the Board of Directors include his general business and sales knowledge.
David Clark has over 25 years of experience in start-up organizations spanning multiple industries. Since 2010, Mr. Clark has been the principal at Clark Consulting Services, which provides various independent executive level services on a project basis. From 2003 to 2010, Mr. Clark was the founder and Chief Executive Officer (“CEO”) of CommPartners, a voice over IP network and service provider. Prior to CommPartners, Mr. Clark held various executive level positions in both start-up and advertising companies. Mr. Clark has a BA in Mass Communications from Texas Tech University. Mr. Clark has been a director of Amerityre since December 2016.
We believe that Mr. Clark’s qualification to serve on the Board of Directors include his marketing and advertising experience which will assist the Company with marketing strategy initiatives.
David Hollister has over 25 years of experience working with companies in a variety of marketing and product development roles. Since 2011 he has been the principal at Hollister Interactive Group, LLC, which provides digital consulting services to companies across a range of industries such as Consumer Goods, Finance, Education, Fitness, Commercial Real Estate, and Hospitality. Mr. Hollister works closely with clients to offer business strategy, ecommerce strategy, website design, and marketing strategy services. From 2008 to 2011 Mr. Hollister was Vice President, Global Ecommerce for Perfect Fitness, a manufacturer of home exercise equipment, where he developed and implemented the company’s product strategy and ecommerce organization. Prior to Perfect Fitness, Mr. Hollister held a variety of executive positions with companies such as Gap, Inc.’s Old Navy division, and Intuit. David has a B.S. in Aerospace Engineering from San Diego State University, and an M.B.A. from American University in Washington D.C. Mr. Hollister has been a director of Amerityre since December 2015.
We believe that Mr. Hollister’s qualification to serve on the Board of Directors include his marketing and ecommerce experience. He will provide valuable insights as we continue to implement our e-commerce initiatives through our website.
Board Leadership Structure
We have chosen to combine the Chief Executive Officer and Board Chairman positions. We believe that this Board leadership structure is the most efficient for the Company to have one individual managing the overall strategy development process and the implementation of our marketing and growth initiatives. Mr. Michael Sullivan currently serves as both Chief Executive Officer of the Company and Chairman of the Board.
As discussed below, David Clark is an independent director. The Company considers him its lead independent director due to his various roles which include Board Secretary, Compensation Committee Chair and member of the Nominating Committee.
Director Independence
As of this filing, Mr. Sullivan is not deemed independent under the Nasdaq Listing Rules, because of his involvement as an officer or employee of the Company.
Directors George Stoddard, David Clark and David Hollister, are deemed to be independent under the definition of independence per Nasdaq Rule 5605(a)(2), which standard for independence has been adopted by the Company. In addition, these directors meet the additional requirements for Audit Committee members under Nasdaq Rule 5605(c), not having participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years, and being able to read and understand fundamental financial statements, including the Company's balance sheet, income statement, and cash flow statement. See compensation tables below.
The Board’s Role in Risk Oversight
The Board oversees the Company’s risk profile and management’s processes for assessing and managing risk. At least annually, the full Board reviews strategic risks and opportunities facing the Company. Certain other important categories of risk are assigned to the committees below (which are comprised mostly of independent directors) that report back to the full Board. In general, the committees oversee the following risks:
The Audit Committee oversees risks related to financial controls, capital structure of the enterprise (including borrowing, liquidity, allocation of capital, major capital transactions and expenditures), legal, regulatory and compliance risks, and the overall risk management governance structure and risk management function.
The Compensation Committee oversees the Company’s compensation programs to ensure they do not incentivize excessive risk-taking.
During fiscal year ended June 30, 2022 the full Board received reports from management on the most important strategic issues and risks facing the Company, as well as reports regarding enterprise risk assessments and risk management practices.
The Board believes that its leadership structure supports the risk oversight function. Additionally, as indicated above, certain important categories of risk are assigned to committees, consisting of mostly independent directors that receive, review and evaluate management reports on risk, thereby preserving the benefit of independent risk oversight along with full Board responsibility and review.
Communications with the Board of Directors
Stockholders can communicate directly with any of the Company’s directors, including its non-management directors, by sending a written communication to a director c/o Amerityre Corporation, 1501 Industrial Road, Boulder City, Nevada 89005. In addition, any party who has concerns about the accounting, internal controls or auditing matters, or potential violations of our Code of Conduct may send communications per the instructions on the Company’s website. Such communications may be confidential or anonymous.
Board committees and charters
The Board and its committees meet throughout the year and act by written consent from time to time as appropriate. The Board delegates various responsibilities and authority to its Board committees.
The following table identifies the current committee members:
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Name
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Audit
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Compensation
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Nominating
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Michael F. Sullivan
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X
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[Chair]
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George Stoddard
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X
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David Clark
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[Chair]
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X
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David Hollister
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X
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Audit Committee
The Audit Committee consists of Michael Sullivan. Our prior audit committee chair has retired. Mr. Sullivan is not deemed independent under the Nasdaq Listing Rules, because he is the CEO of the Company.
Our Board of Directors has determined that an "audit committee financial expert" as defined under SEC regulations consists of tasks and responsibilities of the Audit Committee that include (i) the review and discussion of the audited financial statements with management, (ii) discussing with the independent auditors the matters required to be discussed by the Statement of Auditing Standards No. 114, as may be modified or supplemented, (iii) receiving from auditors disclosure regarding the auditors' Independence Standards Board Standard No. 1, as may be modified or supplemented, and (iv) approving the engagement of the auditors. The Audit Committee charter, which has been approved by the Board, is posted on our website at www.amerityre.com. Due to the retirement of the prior audit committee chairperson this position is currently vacant.
The Audit Committee met four times during the fiscal year ended June 30, 2022.
Compensation Committee
Our Compensation Committee consists of George Stoddard, David Clark (chair) and David Hollister. All are deemed to be independent in accordance with the independence standards under the Nasdaq Listing Rules. The Compensation Committee is convened as necessary but at least once annually to review executive compensation and make recommendations regarding compensation to the full Board of Directors. The Compensation Committee was convened twice during the fiscal year ended June 30, 2022. The Compensation Committee charter, which has been approved by the Board, is posted on our website at www.amerityre.com.
In determining the compensation of our Chief Executive Officer and our other executive officers, the Compensation Committee considers the financial condition and operational performance of the Company during the prior year. In determining the compensation for executive officers other than the Chief Executive Officer, the Compensation Committee considers the recommendations of the Chief Executive Officer and comparable market rates. Due to financial constraints and indication from senior management of a desire to invest in the Company, the Compensation Committee has developed compensation packages that are less cash-based and more equity-based.
The Compensation Committee reviews the compensation practices of other companies, based in part on market survey data and other statistical data relating to executive compensation obtained through industry publications and other sources. The Compensation Committee does not seek to benchmark the Company’s compensation program directly with other publicly traded companies or other companies with which we may compete for potential executives, since some of these competitors are privately held companies for which executive compensation information is not available.
Nominating Committee
Our Nominating Committee consists of Michael F. Sullivan (chair) and David Clark. Mr. Sullivan is not deemed independent under the Nasdaq Listing Rules, because he is the CEO of the Company. The Nominating Committee is convened as necessary to consider and recommend potential nominees for directorships to the full Board of Directors. The Nominating Committee did not meet during the fiscal year ended June 30, 2022. The Nominating Committee charter, which has been approved by the Board is posted on our website at www.amerityre.com. Pursuant to the charter, the Nominating Committee will consider candidates for directorships proposed by any stockholder although there is no formal procedure for making such proposals. During the past 5 years there has been no stockholder -led proposals for nominees for director.
Director Diversity
While the Company does not have a formal policy on Board diversity, the Nominating Committee Charter specifically lists diversity among the criteria to be considered in selecting and recommending candidates for Board membership. We believe a diverse Board provides a valuable variety of backgrounds, professional experiences and perspectives which enhances the oversight and leadership of the Company. While we recognize that the Nasdaq Stock Market has passed a diversity rule which we do not comply with, our Common Stock is not listed on Nasdaq.
Meetings of our Board of Directors
Our Board of Directors held ten (10) meetings during the fiscal year ended June 30, 2022, all of which were conducted in person or by telephone conferencing. Mr. Gilland and Mr. Stoddard attended less than 75 percent of all board and applicable committee meetings during the year; but all Board meetings maintained a quorum to conduct business. Directors and director nominees are expected to attend the Company’s Annual Meeting of Stockholders.
See below for a change in Board Member compensation that the Board of Directors approved effective February 28, 2022.
Directors’ Compensation
On January 24, 2020, 460,000 shares of common stock were granted to the Company’s Board members as compensation for the term ending November 2020. Each non-executive Board member receives 93,750 shares, with the Audit Committee Chair receiving 156,250 shares and the Compensation Committee Chair receiving 116,250 shares. The shares vest ratably on a monthly basis over the January 2020 – November 2020 period. The shares are valued at $0.02, the closing price per share of our common stock on January 24, 2020. As of June 30, 2020, 230,000 shares of stock vested and were issued, and as of June 30, 2021, the remaining 230,000 shares of stock vested and were issued.
On July 22, 2020, the Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”) which contains provisions for up to 5,000,000 stock-based instruments to be granted to employees, consultants and directors.
In the January 2021 Board Meeting, the Chairman of the Board proposed compensation to the independent members of the Board of Directors such that each such director’s compensation would be in company shares that are both granted and vested as of each Board meeting each independent Director attends, at the following share amounts: Audit Committee Chair 15,000 per meeting, Board Secretary 15,000 per meeting, all other independent Directors 10,000 per meeting. As the shares are both granted and vested per Board meeting attended, the value of the related shares is the closing stock price on each meeting date. The Board approved this plan. The value of these shares ranged between $0.02 and $0.10 per share during the six-month period ended June 30, 2021. As of June 30, 2021, 245,000 shares of stock vested and were issued.
Effective February 28, 2022, the Board approved director equity compensation awards totaling 500,000 shares for the term ending November 2022. Each non-executive Board member receives 100,000 shares, with the Audit Committee Chair receiving 150,000 shares and the Board Secretary receiving 150,000 shares. The shares vest monthly (in equal installments) February 2022 – November 2022, valued at a fixed rate of $0.049, the average price per share of the Company’s common stock for the period December 27, 2021 to December 31, 2021.
There was no cash granted to any Board member for their service as a Board member for the fiscal year ending June 30, 2022.
It is anticipated that Board member compensation will be provided for fiscal year 2023 Board members. The actual amount of compensation will be determined at the December 2022 Board meeting.
Vote Required
The affirmative vote of a plurality of the votes cast, in person or by proxy, at the Annual Meeting will be required for the election of Directors. The Board of Directors recommends a vote “FOR” all the nominees. It is intended that in the absence of contrary specifications, proxies will be voted for the election of the nominees named above. However, under SEC regulations, broker non-votes will not be counted in the election of Directors. In the event any nominee is unable to serve, the proxies will be voted for a substitute nominee, if any, to be designated by the Board of Directors. The Board of Directors has no reason to believe that any nominee will be unavailable.
PART III
The information called for by Part III of Form 10-K (Item 10—Directors, Executive Officers and Corporate Governance of the Registrant, Item 11—Executive Compensation, Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Item 13—Certain Relationships and Related Transactions, and Director Independence, and Item 14—Principal Accounting Fees and Services) is disclosed below.
Principal Accounting Fees and Services
All of the services provided, and fees charged by Haynie & Company PC were approved by our Audit Committee. The following table shows the fees for professional services rendered by Haynie & Company PC for the years ended June 30, 2020 and June 30, 2022.
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Year Ended
June 30,
2022
($)
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Year Ended
June 30,
2021
($)
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Audit Fees (1)
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67,500 |
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65,000 |
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Audit Related Fees
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– |
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– |
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Tax Fees
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3,500 |
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4,500 |
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All Other Fees
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– |
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– |
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Total
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71,000 |
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69,500 |
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(1) Audit Fees – these fees relate to services rendered for the audits of our annual financial statements, review of our quarterly financial statements, and for other services that are normally provided by the auditor in connection with statutory or regulatory filings or engagements.
(2) Audit related fees – these fees relate to audit related consulting.
(3) The tax fees for fiscal year ended 2022 have yet been determined, as such services are still in progress.
The Audit Committee approved all of the above services prior to the commencement of work.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee of the Board of Directors (the “Committee”) assists the Board of Directors in fulfilling its oversight responsibilities with respect to the external reporting process and the adequacy of our internal controls. Specific responsibilities of the Committee are set forth in the Audit Committee Charter, which is available on our website: http://www.amerityre.com.
For the period ending June 30, 2022 the members of the Committee are Terry Gilland and Michael Sullivan, with only Mr. Gilland meeting the independence standards of Nasdaq’s Listing Rules. Both Mr. Gilland and Mr. Sullivan attended all Audit Committee meetings.
The members of the Audit Committee reviewed and discussed with our management and Haynie & Company PC the audited financial statements contained in our annual report on Form 10-K for the fiscal year ended June 30, 2022, and also discussed with Haynie & Company PC the matters required to be discussed by Statement on Auditing Standards No. 114 (Communications with Audit Committees), as amended. The members of the Committee received from Haynie & Company PC the written disclosures required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence.
Based on their review of our audited financial statements, and on their discussion with our management and with Haynie & Company PC, the members of the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our annual report on Form 10-K for the fiscal year ended June 30, 2022.
The Audit Committee, along with the Company’s Chief Financial Officer, Ms. Keeton-Cardno, also critically reviewed the ongoing relationship with Haynie & Company PC. The result of this internal review concluded that this firm continues to possess the needed skillset in order to render the appropriate services to the Company.
AUDIT COMMITTEE
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/s/ Terry Gilland
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/s/ Michael Sullivan
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Terry Gilland
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Michael Sullivan
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EXECUTIVE OFFICERS
The following sets forth certain information regarding our officers as of September 30, 2021 and for the fiscal year ended June 30, 2022:
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Name of Officer
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Age
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Position
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Officer Since
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Michael F. Sullivan (1)
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57
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Chief Executive Officer
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April 2015
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Lynda R. Keeton-Cardno
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50
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Chief Finance Officer
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January 2015
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(1) Michael F. Sullivan was first appointed Chief Operating Officer December 1, 2014; then appointed Chief Executive Officer April 1, 2015; and appointed Chairman of the Board December 3, 2015.
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See above for Mr. Sullivan’s biography.
Lynda R. Keeton-Cardno was appointed as the Company’s Principal Financial and Accounting Officer, and Secretary/Treasurer on January 21, 2015. Since, 2004 Ms. Keeton-Cardno has been the CEO/Managing Member of Lynda R. Keeton CPA, LLC, dba Keeton CPA, an accounting firm based in Henderson, Nevada which provides accounting, audit and consulting services to public and private companies. Between January 1996 and April 2002 Ms. Keeton-Cardno worked for Arthur Andersen, LLP in Phoenix, Arizona and Las Vegas, Nevada in the audit and advisory and technology risk consulting divisions. Ms. Keeton-Cardno is a Nevada licensed certified public accountant and received her accounting degree from Arizona State University’s School of Business and Honor’s College. In her various roles she has extensive background and experience in managing high performing accounting departments, filings with the SEC and work needed for review and audit by standard promulgated by the Public Companies Accounting Oversite Board.
Long Term Equity Incentives
Long term incentive awards are a key element of the Company’s total compensation package for individuals in significant positions of responsibility, including the members of our Board of Directors who are compensated entirely in Amerityre stock. Such awards were made under the 2020 and 2022 Plans (collectively “the Plans”) to senior management and select employees who are key to the Company’s achievement of its long-term goals. The purpose of the Plans is to promote the long-term growth and profitability of Amerityre by (i) providing certain officers and employees with incentives to maximize stockholder value, and (ii) enabling Amerityre to attract, retain and reward the best available persons for positions of responsibility. The Plans provide for a variety of long-term awards including incentive or non-qualified stock options, restricted stock, and performance awards.
The Plans are administered by the Board unless and until the Board delegates administration to the Committee as defined by each plan documents. Awards granted under the Plans may be incentive stock options, or ISOs, as defined in the Internal Revenue Code of 1986, as amended, or the Code, or stock bonus awards which are awarded to our employees, including officers, who, in the opinion of the Board of Directors or the Compensation Committee, have contributed, or are expected to contribute, materially to our success.
All of our employees and officers are eligible to participate under the Plans. A maximum of 5,000,000 shares are available for grant under the 2020 Plan and a maximum of 10,000,000 shares are available for grant under the 2022 Plan. Under the Plans, the Board and the Compensation Committee have broad authority to award equity-based compensation arrangements to any eligible employees, officers, or directors of Amerityre.
The following Summary Compensation Table sets forth the aggregate compensation paid or accrued by the Company to the named executive officers, as defined in Regulation S-K Item 402(m)(2) (the “Named Executive Officers”) as of June 30, 2022 and 2021.
Summary Compensation Table
|
Officer’s Name & Principal Position
|
|
Year
|
|
Salary
(In $) (1)
|
|
|
Bonus
(In $)
|
|
|
Stock
(In $)(2)(3)
|
|
|
Total
(In $)
|
|
|
Michael Sullivan
|
|
2022
|
|
|
227,852
|
|
|
|
66,500
|
|
|
|
61,790
|
|
|
|
356,143
|
|
|
CEO (4)
|
|
2021
|
|
|
171,923
|
|
|
|
45,000
|
|
|
|
67,959
|
|
|
|
284,882
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lynda Keeton-Cardno
|
|
2022
|
|
|
42,208
|
|
|
|
7,500
|
|
|
|
2,207
|
|
|
|
51,915
|
|
|
CFO (4)
|
|
2021
|
|
|
37,846
|
|
|
|
7,500
|
|
|
|
1,510
|
|
|
|
46,856
|
|
(1) Annual gross wages.
(2) Based on the aggregate grant date fair value computed in accordance with ASC 718.
(3) See Note 4 “Stock Transactions” of the Company’s financial statements as filed on its annual report on Form 10-K on September 19, 2022 for all assumptions made in the valuation of stock awards.
(4) Michael F. Sullivan was first appointed Chief Operating Officer December 1, 2014; then appointed Chief Executive Officer April 1, 2015.
Employment Agreements
Mr. Sullivan renewed his employment contract effective January 10, 2022. Under his new Agreement, Mr. Sullivan receives an annual salary of $190,000 per year and was granted a stock award of 1.68 million restricted shares which is described more fully under “Grants of Plan Based Awards.” See the full agreement as filed as Exhibit 10.1 for Form 8-K, which was filed on January 13, 2022.
Ms. Keeton-Cardno renewed her employment contract effective January 1, 2022. Pertinent details are as follows:
| |
●
|
Annual base compensation $41,600;
|
| |
●
|
60,000 shares of common stock ), valued at a fixed rate of $0.049, the average price per share of the Company’s common stock for the period December 27, 2021 to December 31, 2021; and,
|
| |
●
|
Annual bonus eligibility.
|
Under her Employment Agreement with the Company, as amended, Lynda R. Keeton-Cardno devotes 20% of her time to the Company. If Ms. Keeton-Cardno is terminated by the Company without cause, if there is a change in majority ownership of the Company resulting in the Company ceasing to be publicly traded, or if her position or duties are changed without prior written agreement, all stock due to Ms. Keeton-Cardno under her Employment Agreement will vest and be issued immediately upon any such event.
The Compensation Committee, at its discretion, may award bonuses to the executive officers of the Company in addition to the terms of the above employment contracts. For the year ended June 30, 2022 the following bonuses were awarded, both payable in cash:
| |
●
|
Michael F. Sullivan: $66,500.
|
| |
●
|
Lynda R. Keeton-Cardno: $7,500.
|
Grants of Plan Based Awards
The Named Executive Officers received grants of restricted stock described below. In this Proxy Statement, we also describe past grants of restricted stock to our independent directors. When we refer to the phrase “vesting ratably” we mean that the grants vest over time subject to the executive or the director continuing to provide services to us as of each applicable vesting date.
Effective January 1, 2021, the Company renewed the Chief Executive Officer’s Employment Agreement. The new Agreement extends his term of employment to December 31, 2021. Inclusive in this new Agreement is a stock award of 2.7 million shares of the Company’s common stock vesting ratably over 12 months (January 2021 – December 2021), valued at a fixed rate of $0.031, the average price per share of the Company’s common stock for the period December 24, 2020 to December 31, 2020. As of June 30, 2021, 1,350,000 shares of stock vested and were issued.
On January 1, 2021, 60,000 shares of common stock were granted to the Company’s Chief Financial Officer as part of her employment renewal. The Company’s common stock vesting ratably over 12 months (January 2021 – December 2021), valued at a fixed rate of $0.031, the average price per share of the Company’s common stock for the period December 24, 2020 to December 31, 2020. As of June 30, 2021, 30,000 shares of stock vested and were issued.
Effective January 1, 2022, the Company renewed the Chief Executive Officer’s Employment Agreement. The new Agreement extends his term of employment to December 31, 2022. Inclusive in this new Agreement is a stock award of 1.68 million shares of the Company’s common stock vesting ratably over 12 months (January 2022 – December 2022), valued at a fixed rate of $0.049 per share, the average price per share of the Company’s common stock for the period December 27, 2021 to December 31, 2021.
On January 1, 2022, 60,000 shares of common stock were granted to the Company’s Chief Financial Officer as part of her employment renewal. These shares of the Company’s common stock vest ratably over 12 months (January 2022 – December 2022) and are valued at a fixed rate of $0.049 per share, the average price per share of the Company’s common stock for the period December 27, 2021 to December 31, 2021.
Outstanding Equity Awards at Fiscal Year End
The following table sets forth the outstanding equity awards of the Named Executive Officers as of June 30, 2022.
| |
|
Option Awards
|
|
|
Stock Awards
|
|
|
Name
|
|
No. of
Securities Underlying Unexercised Options (#) Exercisable
|
|
|
Option
Exercise
Price
($)
|
|
|
Option
Expiration Date
|
|
|
No. of Shares or Units of Stock That Have Not Vested
(#)
|
|
|
|
Market Value of Shares or Units of Stock That Have Not Vested($)
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M. Sullivan(1)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
840,000
|
|
(1)
|
|
|
41,194
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
L. Keeton-Cardno(2)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30,000
|
|
(2)
|
|
|
1,471
|
|
|
(1)
|
Vests monthly through December 2022.
|
|
(2)
|
Vests quarterly through December 2022.
|
Option Exercises and Stock Vested
Pension Benefits and Nonqualified Deferred Compensation
The Company does not provide pension benefits or provide any other qualified retirement plans or non-nonqualified deferred compensation plans for its employees or directors.
DIRECTOR COMPENSATION
The following table sets forth the aggregate compensation paid or accrued by the Company to the Directors for the fiscal year ended June 30, 2022.
|
Name
|
|
Stock
Awards
(In $)(1)
|
|
|
Total
(In $)
|
|
|
Terry Gilland
|
|
|
8,715
|
|
|
|
8,715
|
|
|
George Stoddard
|
|
|
5,010
|
|
|
|
5,010
|
|
|
David Clark
|
|
|
8,715
|
|
|
|
8,715
|
|
|
David Hollister
|
|
|
5,810
|
|
|
|
5,810
|
|
(1)Represents shares granted January 2021 that vested July 2021 – December 2021, vesting at each meeting a Director attended as described below. And shares of common stock granted in February 2022 vesting ratably on a monthly basis over the February 2022 – June 2022 period
Grants to Independent Directors
The grants to our independent directors described below were all under our 2020 or 2022 Plans.
In the January 2021 Board Meeting, the Chairman of the Board proposed compensation to the independent members of the Board of Directors such that each such director’s compensation would be in company shares that are both granted and vested as of each Board meeting each independent Director attends, at the following share amounts: Audit Committee Chair 15,000 per meeting, Board Secretary 15,000 per meeting, all other independent Directors 10,000 per meeting. As the shares are both granted and vested per Board meeting attended, the value of the related shares is the closing stock price on each meeting date. The Board approved this plan. The value of these shares ranged between $0.02 and $0.10 per share during the six-month period ended June 30, 2021. As of June 30, 2021, 245,000 shares of stock vested and were issued.
Effective February 28, 2022, the Board approved director equity compensation awards totaling 500,000 shares for the term ending November 2022. Each non-executive Board member receives 100,000 shares, with the Audit Committee Chair receiving 150,000 shares and the Board Secretary receiving 150,000 shares. The shares vest monthly (in equal installments) February 2022 – November 2022, valued at a fixed rate of $0.049, the average price per share of the Company’s common stock for the period December 27, 2021 to December 31, 2021.
In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation or any other change in our corporate structure affecting common stock, or a sale by us of all or a substantial part of its assets, or any distribution to stockholders other than a cash dividend, our Board of Directors will make appropriate adjustment in the number and kind of shares authorized by the 2020 Plan, and any adjustments to outstanding awards as it deems appropriate. However, no fractional shares of common stock will be issued pursuant to any such adjustment, and the fair market value of any fractional shares resulting from adjustments will be paid in cash to the awardee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except for the compensation arrangements and related transactions disclosed under “Executive Officers” and “Director Compensation,” and other compensatory arrangements disclosed previously in the Company’s filings with the Securities and Exchange Commission, the Company has not participated in any transactions in the period from July 1, 2020 to the date of this Proxy Statement where the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at the fiscal years ended June 30, 2022 and 2021 and in which the Company’s executive officers, directors, director nominees, 5% securityholders, or the immediate family members of any such persons have any direct or indirect material interest.
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Common stock
The following table set forth as of September 30, 2022, the name and address and the number of shares of our common stock held of record or beneficially by each person or entity who held of record, or was known by us to own beneficially, more than five percent of our issued and outstanding common stock, and the name and shareholdings of each director and Named Executive Officer as defined by Item 402 of Regulation S-K, and of all officers and directors as a group. In determining the number of shares beneficially owned by a person, options or warrants to purchase common stock held by that person that are currently exercisable, or become exercisable within 60 days following, are deemed outstanding; however, such shares are not deemed outstanding for purposes of computing the percentage ownership of any other person. We believe that all of the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and except as indicated in the other footnotes to this table.
|
Security Ownership of Certain Beneficial Owners
|
|
|
Name
|
|
Amount of Common Stock Beneficially Owned(1)
|
|
|
Percentage of Class(2)
|
|
| |
|
|
|
|
|
|
|
|
|
Michael F. Sullivan, CEO and Chairman of the Board (3)
|
|
|
12,182,581
|
|
|
|
15.9
|
%
|
|
Terry Gilland, Director (4)
|
|
|
701,250
|
|
|
|
0.9
|
%
|
|
George Stoddard, Director (5)
|
|
|
452,083
|
|
|
|
0.6
|
%
|
|
David Clark, Director (6)
|
|
|
576,250
|
|
|
|
0.8
|
%
|
|
David Hollister, Director (7)
|
|
|
472,083
|
|
|
|
0.6
|
%
|
|
Lynda R. Keeton-Cardno, CFO
|
|
|
657,500
|
|
|
|
0.9
|
%
|
|
Total beneficial ownership of all officers and directors as a group (6 persons) (8)
|
|
|
15,041,748
|
|
|
|
19.7
|
%
|
| |
|
|
|
|
|
|
|
|
|
Shelton Core Value Fund (9)
|
|
|
20,000,000
|
|
|
|
26.0
|
%
|
(1) All shares owned directly are owned beneficially and of record and such stockholder has sole voting, investment, and dispositive power, unless otherwise noted. Also includes director shares earned but not issued as of this filing. This table does not include any unvested stock options or stock awards except for those vesting within 60 days. All addresses are c/o Amerityre Corporation, 1501 Industrial Road, Boulder City, Nevada 89005.
(2) Applicable percentages are based on 75,787,868 shares of common stock outstanding as of September 30, 2022. Includes shares of common stock as of that date. Also as of that date the Company has no option awards outstanding, vested or unvested.
(3) Mr. Sullivan’s beneficial ownership consists of shares of common stock. Excluded are 280,000 unvested shares. Mr. Sullivan is a director, Named Executive Officer, and beneficial owner of more than five percent of the Company’s securities, but is listed only once in the above table in accordance with SEC Rules and guidance.
(4) Mr. Gilland’s beneficial ownership consists of shares of common stock. Excluded are 25,000 unvested shares.
(5) Mr. Stoddard’s beneficial ownership consists of shares of common stock. Excluded are 16,667 unvested shares.
(6) Mr. Clark’s beneficial ownership consists of consists shares of common stock. Excluded are 25,000 unvested shares.
(7) Mr. Hollister’s beneficial ownership consists of consists shares of common stock. Excluded are 16,667 unvested shares.
(8) Ms. Keeton-Cardno’s beneficial ownership consists of shares of common stock. Excluded are 10,000 unvested shares.
(9) Shelton Core Value Fund converted 2,000 Preferred Shares into 20,000,000 common stock in May 2020 in association with the terms of the Company’s 2013 Series Convertible Preferred Stock designation.
Equity Compensation Plan Information
The following table sets forth information as of June 30, 2022 with respect to compensation plans under which our equity securities are authorized for issuance.
|
Plan Category
|
|
Number of Securities to be Issued upon Exercise of Outstanding Options, Restricted Stock Units
and Performance Units
A
|
|
|
Weighted-Average Exercise Price of Outstanding Options, Restricted Stock Units
and Performance Units
B
|
|
|
Number of Securities Remaining Available for Future Issuance Under
Equity Compensation Plans
C
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amerityre Corporation 2020 Equity Incentive Plan (1)
|
|
|
5,000,000
|
|
|
|
$0.04
|
|
|
|
15,000
|
|
|
Amerityre Corporation 2022 Equity Incentive Plan (2)
|
|
|
10,000,000
|
|
|
|
$0.04
|
|
|
|
9,500,000
|
|
| |
(1)
|
Represents shares underlying the Company’s 2020 Plan.
|
| |
(2)
|
Represents shares underlying the Company’s 2022 Plan.
|
FINANCIAL AND OTHER INFORMATION
The Company’s most recent audited financial statements and other information are contained in the Company’s annual report on Form 10-K for the period ending June 30, 2022. Such reports, once filed, are available to stockholders through the Company’s website at http://www.amerityre.com which directs readers to SEC’s EDGAR website at http://www.sec.gov, and upon written request addressed to the Company at the Company’s executive offices.
STOCKHOLDER PROPOSALS
No proposals have been submitted by stockholders of the Company for consideration at the Annual Meeting. It is anticipated that the next annual meeting of stockholders will be held during December 2023. Stockholders who, in accordance with Rule 14a-8 of the Exchange Act wish to present proposals for inclusion in the proxy materials to be distributed in connection with next year’s Annual Meeting Proxy Statement must submit their proposals so that they are received at our principal executive offices no later than the close of business on June 30, 2023, and are otherwise in compliance with applicable laws and regulations and the governing provisions of the articles of incorporation and bylaws of the Company. As the rules of the SEC make clear, simply submitting a proposal does not guarantee that it will be included.
Stockholder proposals and director nominations for our 2023 Annual Meeting not intended for inclusion in the proxy materials for the meeting must be delivered to our principal executive offices no earlier than July 15, 2023 and no later than August 19, 2023 to be considered timely.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our Directors, executive officers and 10 percent stockholders, which we refer to as “reporting persons”, to file with the SEC initial reports of ownership and changes in ownership of our common stock. Reporting persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. To our knowledge, based solely on our review of the copies of such reports received or written representations from certain reporting persons that no other reports were required, we believe that during our fiscal year ended June 30, 2022 all reporting persons filed all such reports and that all reports were filed timely.
CODE OF ETHICS
We have adopted a Code of Business Conduct (the “Code”) that applies to all our directors, officers and employees. A copy of the Code will be provided free of charge upon written request to our Secretary at the address shown on the cover page of this Proxy Statement and is accessible, free of charge at our website, www.amerityre.com. If we grant waivers from or make amendments to the Code that are required to be disclosed pursuant to the Exchange Act or applicable listing requirements, we will make those disclosures on our website within four business days following the date of such waiver or amendment.
OTHER MATTERS
Management does not know of any business other than referred to in the Notice which may be considered at the meeting. If any other matters should properly come before the Annual Meeting, such matters will be properly addressed and resolved and those in attendance will vote on such matters in accordance with their best judgment.
AMERITYRE CORPORATION
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Michael F. Sullivan
Michael F. Sullivan, Chief Executive Officer
Boulder City, Nevada
October 24, 2022
YOUR VOTE IS IMPORTANT. PLEASE MAKE SURE TO VOTE YOUR SHARES BY PROMPTLY VOTING AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.
[PROXY CARD]
PROXY
AMERITYRE CORPORATION
Annual Meeting of Stockholders
December 7, 2022
At 10 AM local time
This Proxy is Being Solicited by the Board of Directors
The undersigned hereby appoints Michael F. Sullivan, proxy, with full power of substitution, to vote the voting shares of Amerityre Corporation (the “Company”), which the undersigned is entitled to vote at the annual meeting of stockholders of the Company (the “Annual Meeting”) to be held in the Company’s manufacturing plant at 1501 Industrial Road, Boulder City Nevada 89005, on Wednesday, December 7, 2022, or any adjournment(s) thereof, such proxies being directed to vote as specified below. If no instructions are specified, such proxy will be voted “FOR” each proposal. If any other business is presented at the Annual Meeting, this proxy will be voted in accordance with the determination of a majority of the Board of Directors.
To vote in accordance with the Board of Directors’ recommendations, sign below. The “FOR” boxes may, but need not, be checked. To vote against any of the recommendations, check the appropriate box(es) marked “AGAINST” below. To withhold authority for the proxies to vote for any of the recommendations, check the appropriate box(es) marked “WITHHOLD AUTHORITY” below.
The Board of Directors recommends votes “FOR” the following proposals, each of which has been proposed by the Board of Directors:
1. Elect each of the following nominees as directors to serve until the 2022 Annual Meeting of Stockholders. To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the name(s) of the nominee(s) on the lines below.
|
Michael F. Sullivan
|
George Stoddard
|
David Clark
|
David Hollister
|
|
FOR ☐
|
AGAINST ☐
|
FOR ALL EXCEPT ☐
|
WITHHOLD AUTHORITY ☐
|
| |
|
|
|
| |
|
|
|
Please print your name and sign exactly as your name appears in the records of the company. When shares are held by joint tenants, both should sign. When signing as an executor, administrator, attorney, trustee or guardian, please give your full title as such. If the signer is a company, please provide the full name of the company and a signature from a duly authorized officer, giving the officer’s full title as such. If your shares are held at a brokerage house, please indicate in the space provided the name of the brokerage house and the number of shares held.
|
Name of Brokerage
|
Number of Shares
|
|
House [If Applicable]
|
Beneficially Held
|
|
|
|
| |
|
|
Date:
|
|
|
|
|
|
Signature
|
Signature (if held jointly)
|
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