UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. ___)
|
Filed
by the Registrant
|
[X]
|
|
|
|
|
Filed
by a Party other than the Registrant
|
[ ]
|
Check
the appropriate box:
|
[ ]
|
Preliminary
Proxy Statement
|
|
|
|
|
[ ]
|
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
|
|
|
[X]
|
Definitive
Proxy Statement
|
|
|
|
|
[ ]
|
Definitive
Additional Materials
|
|
|
|
|
[ ]
|
Soliciting
Material under §240.14a-12
|
LAZYDAYS
HOLDINGS, INC.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement if other than Registrant)
Payment
of Filing Fee (Check the appropriate box):
|
[X]
|
No
fee required.
|
|
|
|
|
[ ]
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
|
|
|
1)
|
Title
of each class of securities to which transaction applies:
|
|
|
|
|
|
|
2)
|
Aggregate
number of securities to which transaction applies:
|
|
|
|
|
|
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
|
|
|
|
|
|
|
4)
|
Proposed
maximum aggregate value of transaction:
|
|
|
|
|
|
|
5)
|
Total
fee paid:
|
|
[ ]
|
Fee
paid previously with preliminary materials.
|
|
|
|
|
[ ]
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
|
|
|
1)
|
Amount
Previously Paid:
|
|
|
|
|
|
|
2)
|
Form,
Schedule or Registration Statement No.:
|
|
|
|
|
|
|
3)
|
Filing
Party:
|
|
|
|
|
|
|
4)
|
Date
Filed:
|
LAZYDAYS
HOLDINGS, INC.
6130
Lazy Days Boulevard
Seffner, Florida 33584
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 10, 2020
We
are pleased to notify you that we will hold the 2020 annual meeting of our stockholders on June 10, 2020, at 10:00 a.m. Eastern
Time, conducted via live audio webcast by visiting www.virtualshareholdermeeting.com/LAZY2020, for the purpose of considering
and acting on the following proposals:
|
|
1.
|
To
elect Jerry Comstock as a Class B director to serve until the 2023 Annual Meeting of Stockholders, or until his successor
shall have been duly elected and qualified;
|
|
|
|
|
|
|
2.
|
To
ratify the appointment of Marcum LLP as our independent registered public accounting firm for our fiscal year ending December
31, 2020; and
|
|
|
|
|
|
|
3.
|
To
transact such other business as may properly come before the meeting or any adjournments and postponements thereof.
|
Our
Board of Directors has established the close of business on April 13, 2020 as the “record date” for this annual meeting.
This means that you are entitled to vote at this meeting (virtually or by legally-appointed proxy) if our stock records show that
you owned our common stock at that time.
Under
Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we
have elected to deliver our proxy materials to all of our stockholders over the Internet. This delivery process allows us to provide
stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery.
On or about April 30, 2020, we will commence sending to our stockholders a Notice of Internet Availability of Proxy Materials
(the “Notice”) containing instructions on how to access our proxy statement for our 2020 annual meeting of stockholders
and our 2019 annual report to stockholders. The Notice also provides instructions on how to vote online and includes instructions
on how to receive a paper copy of the proxy materials by mail.
We
hope you will be able to virtually attend the annual meeting. Whether you plan to attend the annual meeting virtually or not,
it is important that you cast your vote. You may vote over the Internet as well as by mail. Submitting a vote before the annual
meeting will not preclude you from voting virtually at the annual meeting should you decide to attend. When you have finished
reading the proxy statement, you are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage
you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.
Thank
you for your continued support of Lazydays Holdings, Inc. We look forward to your participation at the annual meeting.
|
|
LAZYDAYS
HOLDINGS, INC.
|
|
|
|
|
|
William
P. Murnane
|
|
|
Chairman
of the Board and Chief Executive Officer
|
|
|
|
April
30, 2020
TABLE
OF CONTENTS
PROXY
STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS OF
LAZYDAYS HOLDINGS, INC.
6130 Lazy Days Boulevard
Seffner, Florida 33584
to
be held June 10, 2020
INTRODUCTION
The
Board of Directors of Lazydays Holdings, Inc. is soliciting proxies from stockholders for its use at the 2020 annual meeting of
stockholders, and at any adjournment or adjournments of that meeting. The annual meeting is scheduled to be held on June 10, 2020,
at 10:00 a.m., Eastern Time. This year’s annual meeting will be a virtual meeting of stockholders, conducted via live audio
webcast. You will be able to attend the annual meeting online, vote your shares electronically and submit your questions during
the annual meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/LAZY2020.
To
improve readability, Lazydays Holdings, Inc. which has prepared this proxy statement, will sometimes speak in this document in
the first-person (using words such as “we” or “our” or “us”) and will address its stockholders
using second-person words (such as “you” or “your”). We will also sometimes refer to Lazydays Holdings,
Inc., as “Lazydays,” or the “Company.” References to the Board of Directors of the Company in this proxy
statement will usually be shortened to “our Board.”
This
proxy statement relates to the solicitation of proxies by our Board of Directors for use at the annual meeting.
On
or about April 30, 2020, we will commence sending the Important Notice Regarding the Availability of Proxy Materials to all stockholders
entitled to vote at the annual meeting.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
This
proxy statement and our 2019 annual report to stockholders are available for viewing, printing and downloading at https://www.lazydays.com
under the Investor Relations link and the Financial Information –SEC Filings page. Additionally, you can find a copy of
our Annual Report on Form 10-K, which includes our financial statements, for the fiscal year ended December 31, 2019 on the website
of the Securities and Exchange Commission at www.sec.gov, or at https://www.lazydays.com under the Investor Relations link and
the Financial Information –SEC Filings page. You may also obtain a printed copy of our Annual Report on Form 10-K, including
our financial statements, free of charge, from us by following the instructions included on the Important Notice Regarding the
Availability of Proxy Materials or by sending a written request to: Lazydays Holdings, Inc., 6130 Lazy Days Boulevard, Seffner,
Florida 33584, Attention: Investor Relations.
INFORMATION
ABOUT THE MEETING AND VOTING
Purpose
of the Meeting
The
purpose of the annual meeting is for the stockholders to consider and act on the following proposals:
|
1.
|
To
elect Jerry Comstock as a Class B director to serve until the 2023 Annual Meeting of Stockholders, or until his successor
shall have been duly elected and qualified;
|
|
|
|
|
2.
|
To
ratify the appointment of Marcum LLP as our independent registered public accounting firm for our fiscal year ending December
31, 2020; and
|
|
|
|
|
3.
|
To
transact such other business as may properly come before the meeting.
|
Stockholders
Entitled to Vote at the Meeting
Our
Board has established the close of business on April 13, 2020 as the “record date” for this annual meeting. This means
that you are entitled to vote at this meeting (and any adjournments) if our records show that you owned shares of our common stock
or preferred stock at that time. As of this record date, 8,506,666 shares of our common stock were issued and outstanding and
600,000 shares of our Series A Convertible Preferred Stock, which we refer to as the preferred stock, were issued and outstanding.
Each issued and outstanding share of common stock as of the record date is entitled to one vote on each matter properly to come
before the annual meeting and can be voted only if the record owner of that share, determined as of the record date, is present
in person at the meeting or represented by proxy.
The
holders of shares of the preferred stock shall be entitled to vote with the holders of shares of common stock and not as a separate
class, at the annual meeting of stockholders of the Company. Each holder of shares of preferred stock shall be entitled to that
number of votes equal to the whole number of shares of common stock into which such holder’s aggregate number of shares
of preferred stock are convertible (pursuant to Section 6 of the Certificate of Designation but as restricted in the case of any
Electing Holder (as defined in the Certificate of Designation) by Section 14 of the Certificate of Designation) as of the close
of business on the record date. Subject to the foregoing, each holder of shares of the preferred stock shall be entitled to the
number of votes equal to the largest number of full shares of common stock into which all shares of preferred stock held of record
by such holder could then be converted (taking into account, for the avoidance of doubt, the Liquidation Preference (as defined
in the Certificate of Designation) then in effect (the Liquidation Preference includes all accrued and unpaid dividends on the
preferred stock) for purposes of the Conversion Rate (as defined in the Certificate of Designation) and any Conversion Price (as
defined in the Certificate of Designation) adjustments made pursuant to Section 8 of the Certificate of Designation) at the record
date for the determination of the stockholders entitled to vote on or consent to such matters. As a result, the preferred stock
are collectively entitled to 6,737,278 votes on each matter properly to come before the annual meeting and can be voted only if
the record owner of shares of preferred stock, determined as of the record date, is in person at the meeting or represented by
proxy. Collectively, the holders of common stock and preferred stock are entitled to 15,243,944 votes on each matter properly
to come before the annual meeting.
Voting
Shares of Common Stock or Preferred Stock By Proxy That You Hold In Your Name
You
have three choices:
|
|
●
|
VOTE
BY INTERNET – www.proxyvote.com. Use the Internet to transmit your voting instructions up until 11:59 P.M. on June 9,
2020. Have the Notice in hand when you access the website. Follow the steps outlined on the secured website.
|
|
|
|
|
|
|
●
|
VOTE
BY PHONE – 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. on
June 9, 2020.
|
|
|
|
|
|
|
●
|
VOTE
BY MAIL - Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or mail it to Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
Voting
Shares of Common Stock That You Hold in Brokerage or Similar Accounts
Many
stockholders hold their shares through a stockbroker, bank, or other nominee rather than directly in their own name. If you hold
your shares of common stock in one of these ways, you are considered a beneficial owner, not a record owner, and you therefore
have no direct vote on any matter to come before the annual meeting. Your broker, bank, or nominee will send you voting instructions
for you to use in directing the broker, bank or nominee in how to vote your shares of common stock. Your broker, bank or nominee
may allow you to deliver your voting instructions via the telephone or the Internet.
If
you hold your shares of common stock through a broker and you do not timely provide your broker with specific instructions on
how to vote your shares of common stock, your broker will not be authorized to cast a vote on your behalf on Proposal 1 but will
be authorized to cast a vote on your behalf, in its discretion, on Proposal 2. In such cases, a “broker non-vote”
may be entered with respect to your shares of common stock on Proposal 1 to reflect that your broker was present with respect
to your shares of common stock at the meeting but was not exercising voting rights on your behalf with respect to those shares
of common stock.
The
shares of preferred stock are only held by stockholders directly in their own name and as a result there will be no “broker
non-votes” with respect to the shares of preferred stock.
Your
Voting Options on Each of the Proposals
You
may vote “for” or “withhold” (meaning you choose to withhold from the proxy holders named on the Company’s
proxy card your authority to vote) with respect to the election of the nominee for director (Proposal 1 on the proxy card).
You
may vote “for,” “against” or “abstain” with respect to the proposal on the ratification of
the appointment of Marcum LLP (Proposal 2 on the proxy card).
If
any other matter is presented at the annual meeting, your proxy provides that your shares will be voted by the proxy holders named
on the Company’s proxy card in accordance with their best judgment. At the time this proxy statement was first made available,
we knew of no matters that needed to be acted on at the annual meeting, other than those discussed in this proxy statement.
Our
Board’s Voting Recommendations
Our
Board recommends that you vote:
|
|
●
|
FOR
the election of Jerry Comstock as a Class B director to serve until the 2023 Annual Meeting of Stockholders (Proposal
1 on the proxy card); and
|
|
|
|
|
|
|
●
|
FOR
the approval of the appointment of Marcum LLP as our independent registered public accounting firm for our fiscal year
ending December 31, 2020 (Proposal 2 on the proxy card).
|
If
any other matter is properly brought before the annual meeting, the Company - through the proxy holders named on the Company’s
proxy card or their designees, and pursuant to the blanket authorization granted under the proxy - will vote your shares on that
matter in accordance with the discretion and judgment of the proxy holder.
Required
Votes to Approve Each Proposal
One
Class B director position on our Board is scheduled to be filled by vote of the stockholders at the annual meeting. As a stockholder,
you are entitled to cast one vote per share entitled to vote for the one nominee for election as director at the annual meeting.
Directors are elected from among the nominees by a plurality of the votes that are cast among all nominees; this means the individual
whose name is validly placed into nomination at the meeting who receives the highest number of votes cast “for” his
election will be elected as a director of the Company. A properly returned proxy indicating “withhold” with respect
to the election of one or more directors will not be voted with respect to the director or directors indicated and will have no
effect on the election of directors. “Broker non-votes” will not be counted as votes cast on the proposal and will
have no effect on the election of directors.
The
vote of the holders of a majority of the stock represented and entitled to vote at the meeting will approve (i) the proposal to
approve the appointment of Marcum LLP; and (ii) all other matters that arise at the annual meeting.
For
Proposal 2, abstentions will be counted as present and entitled to vote and will have the same effect as negative votes. Brokers
will have discretionary authority to vote on Proposal 2 since it is considered a routine matter and as a result there will be
no broker non-votes with respect to Proposal 2.
Quorum
Delaware
law provides that any stockholder action at a meeting requires that a quorum exist with respect to that meeting. Once a share
is represented for any purpose at a meeting, it is deemed by Delaware law to be present for quorum purposes for the remainder
of the meeting and (unless a new record date is or must be set for any such adjournment) any adjournment of that meeting.
The
holders of a majority of the capital stock issued and outstanding and entitled to vote at the annual meeting of stockholders,
present in person or represented by proxy, shall constitute a quorum for the transaction of business. If a quorum shall not be
present or represented at the annual meeting of the stockholders, the holders of a majority of the votes entitled to be cast by
the stockholders entitled to vote at the annual meeting, present in person or represented by proxy, shall have power to adjourn
the annual meeting from time to time, without notice other than announcement at the annual meeting, until a quorum shall be present
or represented. At such adjourned annual meeting at which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the annual meeting as originally noticed. If the adjournment is for more than thirty (30)
days, or if after the adjournment a new record date is fixed for the adjourned annual meeting, a notice of the adjourned annual
meeting shall be given to each stockholder entitled to vote at the annual meeting.
Shares
of common stock and preferred stock held of record by stockholders who (in person or by proxy) abstain from voting on any or all
proposals (and shares of common stock represented by “broker non-votes,” described above under “Voting Shares
of Common Stock That You Hold in Brokerage or Similar Accounts”) will be included in the number of shares of common stock
and preferred stock present at the meeting for purposes of determining the presence of a quorum.
Voting
on Possible Other Matters
We
are not aware that any person intends to propose that any matter, other than the two numbered proposals specifically described
by this proxy statement, be presented for consideration or action by our stockholders at our annual meeting. If any such other
matter should properly come before the meeting, however, favorable action on such matter would generally require the affirmative
vote of a majority of the stock represented and entitled to vote at the meeting, unless our certificate of incorporation or bylaws
or applicable law require otherwise. If you vote by proxy, you will be granting the proxy holders named on the Company’s
proxy card authority to vote your shares of common stock and preferred stock on any such other matter in accordance with their
discretion and judgment.
Revocation
of Proxies or Voting Instructions
A
stockholder of record who has delivered a proxy card in response to this solicitation may revoke it before it is exercised at
the annual meeting by executing and delivering a timely and valid later-dated proxy, by participating in the annual meeting and
voting the shares electronically at the meeting or by giving written notice to the Corporate Secretary. If a stockholder of record
has voted via the Internet or telephone, such stockholder may also change that vote with a timely and valid later Internet vote,
telephone vote or by participating in the meeting and voting the shares electronically at the meeting. Attendance at the meeting
will not have the effect of revoking a proxy unless a stockholder gives proper written notice of revocation to the Corporate Secretary
before the proxy is exercised or the stockholder votes at the meeting. Beneficial owners who have directed their broker, bank
or nominee as to how to vote their shares should contact their broker, bank or nominee for instructions as to how they may revoke
or change those voting directions.
Solicitation
of Proxies
Our
Board is making this solicitation of proxies for our annual meeting. Our Company will bear all costs of such solicitation, including
the cost of preparing and distributing this proxy statement and the enclosed form of proxy. After the initial distribution of
this proxy statement, proxies may be solicited by mail, telephone, facsimile transmission or personally by directors, officers,
employees or agents of the Company. Brokerage houses and other custodians, nominees and fiduciaries will be requested to forward
soliciting materials to beneficial owners of shares held by them for the accounts of beneficial owners, and we will pay their
reasonable out-of-pocket expenses.
Emerging
Growth Company
We
are an “emerging growth company” under applicable federal securities laws and therefore permitted to take advantage
of certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the
scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, including the compensation
disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934, as amended, or the Exchange Act. In addition, as an emerging growth company, we are not required
to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency
with which such votes must be conducted.
PROPOSAL
1 -
ELECTION OF DIRECTORS
As
of April 30, 2020, our board of directors consists of seven (7) directors who were divided into three classes. Directors in each
class serve a three-year term. The terms of each class expire at successive annual meetings so that the stockholders elect one
class of directors at each annual meeting. The current classification of our Board is:
|
Class
A - Terms expiring at the 2022 annual meeting:
|
Jordan
Gnat and Erika Serow
|
|
|
|
|
Class
B - Terms expiring at this annual meeting:
|
Jerry
Comstock and B. Luke Weil
|
|
|
|
|
Class
C - Terms expiring at the 2021 annual meeting:
|
William
P. Murnane, James F. Fredlake and Christopher S. Shackelton
|
Mr.
Weil’s term as a director expires at this annual meeting. Mr. Weil has indicated his desire not to run for re-election to
a new term. The Nominating Committee and Board have determined that it is in the best interests of the Company to contract the
size of the Board to six (6) directors upon the expiration of Mr. Weil’s term. Our Board, on the recommendation of its Nominating
Committee, has nominated Mr. Comstock for re-election at this year’s annual meeting. If re-elected, Mr. Comstock will serve
on our Board until the 2023 annual meeting, or until his successor is duly elected and qualified in accordance with the Company’s
bylaws. If Mr. Comstock should become unable to accept election, the proxy holders named in the Company’s proxy card may
vote for another person selected by our Board. Our Board has no reason to believe that Mr. Comstock will be unable to accept election.
Mr.
Fredlake was originally designated to our Board by Lazy Days’ R.V. Center, Inc. (“Lazydays RV”), Messrs. Gnat
and Weil were originally designated to our Board by Andina Acquisition Corp. II (“Andina”), Messrs. Shackelton and
Comstock were originally designated to our Board by certain of the preferred stock investors in the PIPE Investment (as defined
below), and Mr. Murnane was originally designated to our Board by mutual agreement of Andina and Lazydays RV. Each of our directors
was elected by the stockholders prior to the business combination on March 15, 2018, except for Ms. Serow who was nominated by
the Nominating Committee and appointed to the Board subsequent to the closing of the business combination. The holders of preferred
stock are entitled to designate up to two (2) members to the Board.
On
March 15, 2018 simultaneously with the closing of the redomestication merger and the transaction merger (collectively, the “Mergers”)
pursuant to the Agreement and Plan of Merger, dated as of October 27, 2017, Lazydays Holdings, Inc. (“Lazydays” or
“Holdco”) consummated a series of securities purchase agreements with institutional investors for the sale of convertible
preferred stock, common stock, and warrants of Holdco for an aggregate purchase price of $94.8 million (the “PIPE Investment”)
in a private placement.
Below
is certain information concerning our Board’s nominee for election at this year’s annual meeting, followed by information
concerning those Board members who are not standing for election this year and whose term of office will continue after the annual
meeting. The biographies of the nominee and continuing directors below contain information regarding the experiences, qualifications,
attributes or skills that caused the Nominating Committee and our Board to determine that the person should be re-elected (or
should continue to serve even if not standing for re-election) as a director for the Company in 2020.
Following
the director biographies is information concerning our corporate governance structure, including descriptions of the standing
committees of our Board, namely our Audit, Compensation and Nominating Committees. The directors serving on each committee are
listed in the descriptions below. Our directors may also serve on other committees of our Board and the board of directors of
the Company’s subsidiaries that are not required to be described by this proxy statement and which are therefore not identified
in the information below.
Elsewhere
in this proxy statement you will find information concerning the numbers of our securities that are beneficially owned by each
of our directors (see “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”) and information regarding
the compensation of our directors (see “EXECUTIVE COMPENSATION”). We urge you to review all of this information when
deciding how to vote on Proposal 1.
Our
Board recommends that you vote FOR the nominee named below.
The
following person has been nominated for election to the Board:
Nominee
for Election as a Class B Director at this Annual Meeting (with a Term to Expire at the 2023 Annual Meeting)
Jerry
Comstock, 66, was elected a director in March 2018. Mr. Comstock brings over 36 years of experience as a professional
executive in the restaurant, automotive, and retail industries. Mr. Comstock most recently served as Chief Operating Officer of
Fridays Restaurants from January 2017 through September 2017. From 2005 until selling the company in December 2016, Mr. Comstock
was the Managing Owner and Chief Executive Officer of Strategic Restaurant Acquisition Group, a 330 unit multi-branded restaurant
company. From 2002 until 2005, Mr. Comstock was Chief Executive Officer of Wherehouse Entertainment. From 1998 until 2002, Mr.
Comstock was President and COO of Bennigan’s Restaurants. From 1996 until 1998, Mr. Comstock was a Senior Executive of AutoNation
USA, one of the original six executives of that company. Mr. Comstock was a Senior Executive at Blockbuster Entertainment from
1991 until 1996. He started his career in 1977 with National Convenience Stores, becoming a Senior Executive in 1985. Mr. Comstock
currently sits on the Board of Directors of Actio Analytics, a privately-held company that has developed a Software as a Service
analytics platform for restaurant industry operators. Previously he has served on the Boards of AMF/Bowlmor and Eddie Bauer, and
as Chairman of the Board of Wherehouse Entertainment. Mr. Comstock received a B.B.A. degree from the University of Texas.
Mr.
Comstock brings extensive automotive and retail industry knowledge to the board of directors. Mr. Comstock’s experience
as a director of other publicly traded companies and his demonstrated leadership roles in other business activities contributes
to the board of directors’ collective knowledge, capabilities and experience.
The
following persons will continue as directors:
Continuing
Members of the Class C Directors with Terms Expiring at the 2021 Annual Meeting
William
P. Murnane, 57, has served as Chairman of the board of Lazydays since 2009. He joined the company as Chief Executive Officer
in December 2016. From 2008 through 2016, Mr. Murnane, was a former principal and operating partner at Wayzata Investment Partners
LLC, where he specialized in operational turn-arounds. From 2000 to 2007, Mr. Murnane was Chairman and Chief Executive Officer
of Innovex, Inc., an international manufacturer of components used in high technology electronics. Before joining Innovex in 1995,
Mr. Murnane was Chief Operating Officer at Boutwell Owens & Co. and Uniform Printing and Supply, two privately held printing
companies based in Massachusetts. Mr. Murnane started his career with United Parcel Service where he held various engineering
and management positions. Mr. Murnane received a BS in Engineering from New Jersey Institute of Technology, an MS in Operations
Research from the University of Maryland, and an MBA from the Harvard Business School.
Mr.
Murnane’s prior management experience along with his position as our Chief Executive Officer and his broad knowledge of
our Company and the industry are important qualifications for the board of directors. His extensive history with the Company strengthens
the board of directors’ collective knowledge, capabilities and experience.
James
J. Fredlake, 55, was elected as a director in March 2018 and had served on the board of directors of Lazy Days’
R.V. Center, Inc. since 2010. Mr. Fredlake retired as Chief Executive Officer of Anchor Glass Container Corp in early 2017 after
more than eight years as Chief Executive Officer and three years as Chief Financial Officer. Mr. Fredlake’s background includes
ten years with Alcoa after starting his professional career in public accounting. Mr. Fredlake also serves as a board member for
the Academy Prep Center of Tampa. Mr. Fredlake received a BS in accounting from Arizona State University.
Mr.
Fredlake’s extensive management experience and his demonstrated leadership roles in other business activities are important
qualifications for the board of directors. His extensive financial management experience and history with the Company also contribute
to the board of directors’ collective knowledge, capabilities and experience.
Christopher
S. Shackelton, 40, was elected to the Board in March 2018. Mr. Shackelton is co-founder and managing partner of Coliseum
Capital Management, a private investment company founded in 2005 that invests with a long-term orientation in undervalued companies.
Coliseum focuses its capital and effort behind strong management teams and boards, with a willingness to work alongside companies
to facilitate further value creation. Affiliates of Coliseum are investors in the PIPE Investment. Mr. Shackelton has significant
public company investment and directorship experience. Mr. Shackelton has served as Chairman of Providence Service Corp., a Nasdaq-listed
healthcare company, since 2012. In addition to working closely with a number of private companies, he is presently also a director
on the public boards of Universal Technical Institute (since 2016). Previously, he served as Chairman of Rural/Metro Corp, an
emergency ambulance company, from 2010 to 2011, as well as on the board of directors of LHC Group (2012 to 2017), Advanced Emissions
Solutions (2014 to 2016) and BioScrip (2015-2019) and and Interstate Hotels (2009 to 2010). Prior to Coliseum, he worked at Watershed
Asset Management and Morgan Stanley & Co. He is actively involved in multiple charitable organizations. Mr. Shackelton received
a bachelor’s degree in Economics from Yale College.
Mr.
Shackelton’s investment and business experience and broad understanding of the capital markets, business cycles, and capital
investment and allocation are important qualifications for the board of directors. His experience as a director of other publicly-traded
companies and his experience with a private investment company contribute to the board of directors’ collective knowledge,
capabilities and experience.
Continuing
Members of the Class A Directors with Terms Expiring at the 2022 Annual Meeting
Jordan
Gnat, 47, was elected as a director in March 2018. Mr. Gnat has served as Group Senior Vice President of The Stars Group,
an owner of industry leading gaming brands, since July 2018. Mr. Gnat served as Senior Vice President Strategic Business Development
for Scientific Games through April 2018. Prior to joining Scientific Games in 2011, Mr. Gnat was Founder, President and Chief
Executive Officer of Boardwalk Gaming and Entertainment from 2004 to 2011 which grew to become the largest charitable gaming operator
in Canada. Mr. Gnat also served as Executive Vice-President of Kilmer Van Nostrand Company Limited from 2002 to 2011, and President
and Chief Executive Officer of Midnorthern Group from 1994 to 2002 which grew to be the largest integrated major appliance wholesaler/retailer
in Canada. Mr. Gnat is involved in several volunteer and philanthropic organizations. He is currently a member of the Board of
Directors of the Hospital for Sick Children Foundation in Toronto, a member of the Board of Trustees for the Jewish Foundation
of Toronto and a member of the Board of Governors of Mt Sinai Hospital in Toronto. Mr. Gnat received a bachelor’s degree
in Political Science from the University of Western Ontario.
Mr.
Gnat brings business development knowledge to the board of directors. Mr. Gnat’s experience as an executive provides leadership
experience that strengthens the board of directors’ collective knowledge, capabilities and experience.
Erika
Serow, 46, was appointed to the Board in March 2018 subsequent to our business combination with Andina Acquisition Corp.
II. Ms. Serow has served as Chief Marketing Officer and Vice President of Bain & Company since January 2019 and previously
held various executive positions at Bain & Company during her prior 20 year tenure there from August 1995 through December
2015, including Partner and Head of Bain’s Americas Retail Practice. Ms. Serow brings over 20 years of retail experience
as an executive in the consulting and retail industries. Ms. Serow served as Global President and U.S. CEO of Sweaty Betty, a
UK-based women’s activewear company from January 2016 through February 2017. Ms. Serow received an M.B.A. from Stanford
University Graduate School of Business and a B.A. from Duke University.
Ms.
Serow brings extensive retail, executive and marketing knowledge to the board of directors. Ms. Serow’s experience as an
executive in the consulting and retail industries provides knowledge and experience that strengthens the board of directors’
collective knowledge, capabilities and experience.
CORPORATE
GOVERNANCE INFORMATION
Board
Leadership Structure
The
Board has no policy regarding the need to separate or combine the offices of Chairman of the Board and Chief Executive Officer
and instead the Board remains free to make this determination from time to time in a manner that seems most appropriate for the
Company. The positions of Chairman of the Board and Chief Executive Officer are currently held by William P. Murnane. The Board
believes the Chief Executive Officer is in the best position to direct the independent directors’ attention on the issues
of greatest importance to the Company and its stockholders. Our overall corporate governance policies and practices combined with
the strength of our independent directors and our internal controls minimize any potential conflicts that may result from combining
the roles of Chairman and Chief Executive Officer. As a result, the Company does not believe it is necessary to designate a lead
independent director.
Director
Independence
We
are subject to NASDAQ’s listing requirements regarding the requirement that a majority of the board of directors be “independent.”
Our board of directors has determined that all of our directors, other than Messrs. Murnane and Weil, qualify as “independent”
directors in accordance with the listing requirements of NASDAQ. The NASDAQ independence definition includes a series of objective
tests regarding a director’s independence and requires that the Board make an affirmative determination that a director
has no relationship with the Company that would interfere with such director’s exercise of independent judgment in carrying
out the responsibilities of a director. There are no family relationships among any of our directors or executive officers.
Role
of Board in Oversight of Enterprise Risk
The
Board is actively involved in the oversight and management of risks that could affect the Company. This oversight and management
is conducted primarily through the Audit Committee, Compensation Committee and Nominating Committee of the Board but the full
Board has retained responsibility for general oversight of risks. The Audit Committee is primarily responsible for overseeing
the risk management function, specifically with respect to management’s assessment of risk exposures (including risks related
to liquidity, credit, operations, regulatory compliance and cybersecurity, among others), and the processes in place to monitor
and control such exposures. The other committees of the Board consider the risks within their areas of responsibility, including
the Compensation Committee overseeing risks related to the Company’s compensation policies and practices. The Board satisfies
its oversight responsibility through full reports by each committee chair regarding the committee’s considerations and actions,
as well as through regular reports directly from officers responsible for oversight of particular risks within the Company. Our
Board has received regular updates from the management team on the evolving novel coronavirus (COVID-19) pandemic and is involved
in strategic decisions related to the impact of the novel coronavirus (COVID-19) on our business, operations and financial condition.
Committees
and Attendance at Board and Committee Meetings
Our
Board held eight meetings during 2019. During that time, no member of the Board attended fewer than 75% of the aggregate of (i)
the total number of meetings of our Board (held during the period for which he or she was a director), and (ii) the total number
of meetings held by all committees of the Board on which he or she served (held during the period that such director served).
Pursuant
to our bylaws, the Board may establish one or more committees of the Board, however designated, and delegate to any such committee
the full power of the Board, to the fullest extent permitted by law.
Our
Board has established three separately designated standing committees to assist the Board in discharging its responsibilities:
the Audit Committee, the Compensation Committee, and the Nominating Committee. The charters for our Board committees set forth
the scope of the responsibilities of that committee. The Board will assess the effectiveness and contribution of each committee
on an annual basis. The charters for our Board committees were adopted by the Board in March 2018. These charters are available
at www.lazydays.com under the Investor Relations-Governance-Documents tab, and you may obtain a printed copy of any of these charters
by sending a written request to: Investor Relations, Lazydays Holdings, Inc., 6130 Lazy Days Boulevard, Seffner, Florida 33584.
Audit
Committee
The
members of this committee are Messrs. Fredlake (Chair), Comstock and Gnat. The Board has determined that Mr. Fredlake is an “audit
committee financial expert”, as defined in Item 407 of Regulation S-K, and is the Chairman of the Audit Committee. The Audit
Committee held eight meetings during 2019.
The
primary function of the Audit Committee is to assist the Board in fulfilling its responsibilities by overseeing our accounting
and financial processes and the audits of our financial statements. The Audit Committee has the ultimate authority and direct
responsibility for the selection, appointment, compensation, retention and oversight of the work of the Company’s independent
auditor that is engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation
services for the Company (including the resolution of disagreements between management and the independent auditors regarding
financial reporting), and the independent auditor must report directly to the Audit Committee. The Audit Committee also is responsible
for the review of proposed transactions between the Company and related parties. For a complete description of the Audit Committee’s
responsibilities, you should refer to the Audit Committee Charter.
Please
also see the report of the Audit Committee set forth elsewhere in this proxy statement.
Compensation
Committee
The
members of the Compensation Committee are Messrs. Shackelton (Chair) and Gnat and Ms. Serow. The Compensation Committee held four
meetings during 2019 and took action through unanimous written consent.
The
Compensation Committee was established to, among other things, administer and approve all elements of compensation and awards
for our executive officers. The Compensation Committee has the responsibility to review and approve the Company’s goals
and objectives relevant to the Chief Executive Officer’s compensation, evaluate individual performance of the Chief Executive
Officer in light of those goals and objectives, determine and approve the compensation of all executive officers, review and make
recommendations regarding the adoption of and amendments to incentive compensation and equity-based plans. For a complete description
of the Compensation Committee’s responsibilities, you should refer to the Compensation Committee Charter.
Nominating
Committee
The
members of the Nominating Committee are Messrs. Comstock (Chair) and Shackelton and Ms. Serow. The Nominating Committee held four
meetings during 2019.
The
Nominating Committee is responsible for identifying individuals qualified to become members of the Board or any committee thereof;
recommending nominees for election as directors at each annual stockholder meeting; recommending candidates to fill any vacancies
on the Board or any committee thereof; and overseeing the evaluation of the Board. For a complete description of the Nominating
Committee’s responsibilities, you should refer to the Nominating Committee Charter.
The
Nominating Committee will consider all qualified director candidates identified by various sources, including members of the Board,
management and stockholders. Candidates for directors recommended by stockholders will be given the same consideration as those
identified from other sources. The Nominating Committee is responsible for reviewing each candidate’s biographical information,
meeting with each candidate and assessing each candidate’s independence, skills and expertise based on a number of factors.
While we do not have a formal policy on diversity, when considering the selection of director nominees, the Nominating Committee
considers individuals with diverse backgrounds, viewpoints, accomplishments, cultural background and professional expertise, among
other factors.
Code
of Ethics and Business Conduct Policy
In
order to clearly set forth our commitment to conduct our operations in accordance with our high standards of business ethics and
applicable laws and regulations, the Board has adopted a Code of Business Conduct (“Code of Conduct”), which is applicable
to all directors, officers and employees. A copy of the Code of Conduct is available on our corporate website at www.lazydays.com
under the Investor Relations-Governance-Documents tab. You also may obtain a printed copy of the Code of Conduct by sending a
written request to: Investor Relations, Lazydays Holdings, Inc., 6130 Lazy Days Boulevard, Seffner, Florida 33584. In the event
that we amend or waive any of the provisions of the Code of Conduct that relate to any element of the code of ethics definition
enumerated in Item 406(b) of Regulation S-K, we intend to disclose the same on our Investor Relations website.
Policy
on Employee, Officer and Director Hedging
Our
insider trading policy provides that our directors, officers, employees and members of their immediate family may not engage in
any hedging or monetization transactions with respect to our securities, including by trading in put or call options, warrants,
swaps, forwards and other derivatives or similar instruments on our securities, or by selling our securities “short.”
Anyone may, of course, in accordance with insider trading policy and any other applicable corporate policies, exercise options
granted to them by the Company.
Director
Nomination Process
Guidelines
for Selecting Director Nominees
The
Nominating Committee will consider persons identified by its members, management, stockholders and others. Nominees will be reviewed
in the context of the current composition of the Board (including the diversity in background, experience, and viewpoints of the
Board), the operating requirements of the Company and the long-term interests of the Company’s stockholders. In conducting
its assessment, the Nominating Committee will consider and evaluate each nominee based upon its assessment of the following criteria:
|
|
●
|
Whether
the candidate is independent pursuant to the requirements of the Nasdaq Stock Market.
|
|
|
|
|
|
|
●
|
Whether
the candidate is accomplished in his or her field and has a reputation, both personal and professional, that is consistent
with the image and reputation of the Company.
|
|
|
|
|
|
|
●
|
Whether
the candidate has the ability to read and understand basic financial statements. The Nominating Committee also will determine
if a candidate satisfies the criteria for being an “audit committee financial expert,” as defined by the Securities
and Exchange Commission.
|
|
|
|
|
|
|
●
|
Whether
the candidate has relevant experience and expertise and would be able to provide insights and practical wisdom based upon
that experience and expertise.
|
|
|
|
|
|
|
●
|
Whether
the candidate has knowledge of the Company and issues affecting the Company.
|
|
|
|
|
|
|
●
|
Whether
the candidate is committed to enhancing stockholder value.
|
|
|
|
|
|
|
●
|
Whether
the candidate fully understands, or has the capacity to fully understand, the legal responsibilities of a director and the
governance processes of a public company.
|
|
|
|
|
|
|
●
|
Whether
the candidate is of high moral and ethical character and would be willing to apply sound, objective, and independent business
judgment, and to assume broad fiduciary responsibility.
|
|
|
|
|
|
|
●
|
Whether
the candidate has, and would be willing to commit, the required hours necessary to discharge the duties of Board membership.
|
|
|
●
|
Whether
the candidate has any prohibitive interlocking relationships or conflicts of interest.
|
|
|
|
|
|
|
●
|
Whether
the candidate is able to develop a good working relationship with other Board members and contribute to the Board’s
working relationship with the senior management of the Company.
|
|
|
|
|
|
|
●
|
Whether
the candidate is able to suggest business opportunities to the Company.
|
If
a stockholder wishes to suggest a proposed name of a nominee for consideration by the Nominating Committee, the stockholder must
submit his/her/its recommendation not less than sixty (60) days nor more than ninety (90) days prior to the annual meeting of
stockholders. The stockholders’ recommendation must contain the following information about the nominee:
|
|
●
|
Name;
|
|
|
|
|
|
|
●
|
Age;
|
|
|
|
|
|
|
●
|
Business
and current residence addresses, as well as residence addresses for the past 20 years;
|
|
|
|
|
|
|
●
|
Principal
occupation or employment and employment history (name and address of employer and job title) for the past 10 years (or such
shorter period as the candidate has been in the workforce);
|
|
|
|
|
|
|
●
|
Educational
background;
|
|
|
|
|
|
|
●
|
Permission
for the Company to conduct a background investigation, including the right to obtain education, employment, and credit information;
|
|
|
|
|
|
|
●
|
The
number of shares of common stock of the Company beneficially owned by the candidate;
|
|
|
|
|
|
|
●
|
The
information that would be required to be disclosed by the Company about the candidate under the rules of the SEC in a Proxy
Statement soliciting proxies for the election of such candidate as a director (which currently includes information required
by Items 401, 404 and 405 of Regulation S-K); and
|
|
|
|
|
|
|
●
|
A
signed consent of the nominee to serve as a director of the Company, if elected.
|
Communication
with Directors
The
board of directors has adopted a process to facilitate written communications by stockholders or other interested parties to the
entire board, the independent members of the board as a group or any individual member of the board. Persons wishing to write
to the board of directors of Lazydays, to a specified director or a committee of the board, should send correspondence to Corporate
Secretary at Lazydays Holdings, Inc., 6130 Lazy Days Boulevard, Seffner, Florida 33584.
The
Corporate Secretary will forward to the directors all communications that, in his or her judgment, are appropriate for consideration
by the directors. Examples of communications that would not be appropriate for consideration by the directors include commercial
solicitations and matters not relevant to the stockholders, to the functioning of the board, or to the affairs of Lazydays.
Attendance
at Annual Meetings
We
do not have a formal policy requiring director attendance at annual meetings of stockholders, but we do encourage all of our directors
to attend the annual meetings of stockholders. All of our directors, except for Messrs. Gnat and Weil, attended our 2019 annual
meeting of stockholders via conference call.
EXECUTIVE
OFFICERS OF LAZYDAYS
The
executive officers of Lazydays as of April 13, 2020 are as follows:
|
Name
|
|
Age
|
|
Position
|
|
William
P. Murnane
|
|
57
|
|
Chairman
of the Board and Chief Executive Officer
|
|
Nicholas
Tomashot
|
|
57
|
|
Chief
Financial Officer
|
|
Ronald
Fleming
|
|
61
|
|
Vice
President and National General Manager
|
William
P. Murnane — Please refer to the biographical information listed above in Proposal 1.
Nicholas
Tomashot — Mr. Tomashot has served as Chief Financial Officer of Lazydays since May 2018. Mr. Tomashot brings more than
thirty years of financial management experience and has an extensive background in corporate finance, financial planning and analysis,
cost analysis, business intelligence, investor relations, strategic planning and operational efficiency. Mr. Tomashot was Senior
Vice President and General Manager of the National Service Center of US Foods, a national foodservice distributor, from July 2013
through April 2018. Prior to US Foods, Mr. Tomashot was Chief Financial Officer, Treasurer and Corporate Secretary, of Pinnacle
Data Systems, a NYSE-traded provider of technology repair and reverse logistics services, from April 2008 through January 2012
and subsequently became Vice President, Finance, of Avnet Integrated, the electronic components distribution company that acquired
Pinnacle Data Systems. Prior to that, Mr. Tomashot served in finance leadership roles for Innovex, Inc., an international manufacturer
of components used in high technology electronics, as Vice President, Operations Finance- Thailand from June 2004 through April
2008 and as Vice President of Finance from March 2001 through June 2004. Mr. Tomashot holds a Bachelor of Science degree in Finance
from The Ohio State University and a Master’s in Business Administration from the Duke University Fuqua School of Business.
Ronald
Fleming — Mr. Fleming has served as Vice President and National General Manager since September 2017. In this capacity,
Mr. Fleming oversees all dealership operations. Mr. Fleming’s career includes over thirty-five years in the RV industry.
Mr. Fleming joined Lazydays in 2013 as the Vice President, General Manager of the Tampa dealership. Prior to joining Lazydays,
Mr. Fleming was the Director of Sales for Alliance Coach RV where he supervised all sales, finance and insurance, and internet
activity. Mr. Fleming owned and operated Travel Country RV Center from 1996 to 2011. Mr. Fleming started his career with Giant
Recreation World in 1980 where he held various positions, including Executive Vice President, when he left in 1996. Mr. Fleming
attended Valencia College in Orlando, Florida.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial
ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect
to securities. Under applicable SEC rules, a person is deemed to be the “beneficial owner” of a voting security if
such person has (or shares) either investment power or voting power over such security or has (or shares) the right to acquire
such security within 60 days by any of a number of means, including upon the exercise of options or warrants or the conversion
of convertible securities. A beneficial owner’s percentage ownership is determined by assuming that options, warrants and
convertible securities that are held by the beneficial owner, but not those held by any other person, and which are exercisable
or convertible within 60 days, have been exercised or converted.
As
of April 13, 2020, 8,506,666 shares of common stock and 600,000 shares of Series A Preferred Stock were issued and outstanding.
The following table sets forth information with respect to the beneficial ownership of our common stock and preferred stock as
of April 13, 2020, by (i) each of our directors and named executive officers, (ii) all of our directors and executive officers
as a group, and (iii) each stockholder known by us to be the beneficial owner of more than 5% of our voting securities. To the
best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power
with respect to the voting securities beneficially owned by such person, except to the extent such power may be shared with a
spouse. To our knowledge, none of the voting securities listed below are held under a voting trust or similar agreement, except
as noted. To our knowledge, there is no arrangement, including any pledge by any person of our securities, the operation of which
may at a subsequent date result in a change in control of the Company.
Unless
otherwise noted below, the address of each person listed on the table is c/o Lazydays Holdings, Inc., 6130 Lazy Days Blvd., Seffner,
Florida 33584.
|
Name
of Beneficial Owners
|
|
Amount
and
Nature
of
Beneficial
Ownership
(Common
Stock)
|
|
|
Percent
of
Class(1)
|
|
|
Amount
and
Nature
of
Beneficial
Ownership
(Series
A
Preferred
Stock)
|
|
|
Percent
of
Class(2)
|
|
|
Percent
of
Total
Voting
Power(3)
|
|
|
Directors
and Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William Murnane
|
|
|
243,841
|
(4)
|
|
|
2.8
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
1.6
|
%
|
|
Nicholas Tomashot
|
|
|
7,573
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
*
|
|
|
Ronald Fleming
|
|
|
13,752
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
*
|
|
|
Jerry Comstock
|
|
|
9,384
|
(5)
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
*
|
|
|
James J. Fredlake
|
|
|
27,546
|
(5)
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
*
|
|
|
Jordan Gnat
|
|
|
14,384
|
(5)
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
*
|
|
|
Erika Serow
|
|
|
9,384
|
(5)
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
*
|
|
|
Christopher S. Shackelton
|
|
|
950,661
|
(6)
|
|
|
10.6
|
%
|
|
|
500,000
|
(7)
|
|
|
83.3
|
%
|
|
|
41.7
|
%
|
|
B. Luke Weil
|
|
|
207,476
|
(8)
|
|
|
2.4
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
1.4
|
%
|
|
All directors and executive officers
as a group (9 persons)
|
|
|
1,484,001
|
(9)
|
|
|
16.2
|
%
|
|
|
500,000
|
(10)
|
|
|
83.3
|
%
|
|
|
44.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5%
or Greater Securityholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coliseum Capital Partners, L.P.
|
|
|
707,927
|
(11)
|
|
|
8.0
|
%
|
|
|
365,511
|
(12)
|
|
|
60.9
|
%
|
|
|
30.8
|
%
|
|
Wayzata Investment Partners LLC
|
|
|
2,359,905
|
(13)
|
|
|
27.7
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
15.5
|
%
|
|
Park West Asset Management LLC
|
|
|
846,313
|
(14)
|
|
|
9.99
|
%
|
|
|
100,000
|
(14)
|
|
|
16.7
|
%
|
|
|
12.9
|
%
|
|
Nokomis Capital Master Fund, L.P.
|
|
|
890,929
|
(15)
|
|
|
9.99
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
5.7
|
%
|
|
Blackwell Partners LLC – Series
A
|
|
|
252,118
|
(16)
|
|
|
2.9
|
%
|
|
|
134,489
|
(17)
|
|
|
22.4
|
%
|
|
|
11.5
|
%
|
|
Common Pension Fund D
|
|
|
731,627
|
(18)
|
|
|
8.6
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
4.8
|
%
|
|
*
|
Less
than 1 percent
|
|
|
|
|
(1)
|
For
purposes of this column, the number of shares of the class outstanding reflects the sum of: (i) 8,506,666 shares of common
stock that were outstanding as of April 13, 2020 and (ii) the number of shares of common stock, if any, which the relevant
person could acquire on exercise of options, warrants, pre-funded warrants or conversion of the Series A Preferred Stock within
60 days of April 13, 2020.
|
|
(2)
|
The
purchasers of the Series A Preferred Stock in the PIPE Investment are entitled to vote upon all matters upon which holders
of common stock have the right to vote and are entitled to the number of votes equal to the number of full shares of common
stock into which such shares of Series A Preferred Stock could be converted at the then applicable conversion rate.
|
|
|
|
|
(3)
|
The
Percent of Total Voting Power is calculated by dividing (A) the aggregate for the relevant person of (i) the number of outstanding
shares of common stock beneficially owned under Rule 13d-3 of the Exchange Act and (ii) the number of shares of common stock
that could be acquired upon the conversion of outstanding shares of Series A Preferred Stock, subject to the beneficial ownership
limitations contained therein by (B) the aggregate of (x) the number of shares of common stock currently issued and outstanding,
(y) the aggregate number of shares of common stock that could be acquired upon the conversion of all of the shares of Series
A Preferred Stock, subject to the beneficial ownership limitations contained therein and (z) the number of shares of common
stock, if any, which the relevant person could acquire on exercise of options or warrants within 60 days of April 13, 2020.
|
|
|
|
|
(4)
|
Includes
57,143 shares of common stock issuable upon the exercise of warrants at an exercise price of $11.50 per share of common stock
that are or will become exercisable within 60 days of April 13, 2020.
|
|
|
|
|
(5)
|
Includes
9,384 shares of common stock issuable upon the exercise of options at an exercise price of $11.10 per share of our common
stock that are or will become exercisable within 60 days of April 13, 2020.
|
|
|
|
|
(6)
|
Based
on Amendment No 2 to Schedule 13D filed on December 18, 2019 by Coliseum Capital Management, LLC (“CCM”),
Coliseum Capital, LLC (“CC”), Coliseum Capital Partners, L.P. (“CCP”), Adam Gray, an individual, and
Christopher Shackelton, an individual and director of the issuer (together, CCM, CC, CCP, Mr. Gray and Mr. Shackelton, “Coliseum”),
which reported that, as of December 16, 2019, Coliseum beneficially owned 5,919,605 shares of common stock that consist of:
(i) 4,968,944 shares of common stock issuable upon the conversion of 500,000 shares of Series A Preferred Stock; (ii) 496,894
shares of common stock issuable upon the exercise of 496,894 warrants at an exercise price of $11.50 per whole share and (iii)
453,767 shares of common stock purchased by CCP and a separate investment advisory client of CCM. CCM is the investment
adviser to CCP, which is an investment limited partnership. CC is the general partner of CCP. Mr. Gray and Mr. Shackelton
are the managers of CC and CCM. Coliseum has shared voting and dispositive power. The address for Coliseum is 105 Rowayton
Avenue, Rowayton, Connecticut 06853.
|
|
|
|
|
(7)
|
See
clause (i) of footnote (6).
|
|
|
|
|
(8)
|
Includes
(i) 9,000 shares held indirectly by a limited liability company controlled by Mr. Weil, (ii) 37,000 shares of common stock
issuable upon the exercise of warrants at an exercise price of $11.50 per share of common stock that are or will become exercisable
within 60 days of April 13, 2020, and (iii) 9,384 shares of common stock issuable upon the exercise of options at an exercise
price of $11.10 per share of our common stock that are or will become exercisable within 60 days of April 13, 2020. As of
April 13, 2020, 152,092 shares are pledged by Mr. Weil as collateral for a loan.
|
|
|
|
|
(9)
|
Includes
an aggregate of 591,037 shares of common stock the directors and executive officers could acquire on the exercise of warrants
within 60 days of April 13, 2020.
|
|
|
|
|
(10)
|
Includes
an aggregate of 500,000 shares of Series A Preferred Stock of the directors and executive officers that could be converted
within 60 days of April 13, 2020 into 4,968,944 shares of common stock.
|
|
|
|
|
(11)
|
See
footnote (6). With respect to CCP, reflects: (i) 335,302 shares of common stock, (ii) 363,241 shares of common stock that
could be acquired within 60 days upon the exercise of warrants that are currently exercisable; and (iii) 9,384 shares of common
stock issuable upon the exercise of options at an exercise price of $11.10 per share of our common stock that are or will
become exercisable within 60 days of April 13, 2020.
|
|
(12)
|
See
footnote (6). With respect to CCP, reflects 3,632,407 shares of common stock that could be acquired within 60 days upon the
conversion of 365,511 shares of Series A Preferred Stock.
|
|
|
|
|
(13)
|
Based
on a Schedule 13D filed March 22, 2018 by Wayzata Investment Partners LLC (“Investment Manager”), Patrick J. Halloran,
an individual, Wayzata Opportunities Fund II, L.P. (“Opportunities Fund II”), and Wayzata Opportunities Fund Offshore
II, L.P. (“Opportunities Offshore” and together with Investment Manager, Mr. Halloran and Opportunities Fund II,
“Wayzata”), which reported that, as of March 15, 2018, Wayzata beneficially owned 2,359,905 shares of common stock
and shares voting and dispositive power over such shares. The address for Wayzata is c/o Wayzata Investment Partners LLC,
701 East Lake Street, Suite 300, Wayzata, Minnesota 55391.
|
|
|
|
|
(14)
|
Based
on Amendment No. 1 to Schedule 13G filed on February 14, 2019 by Park West Asset Management LLC (“PWAM”), Park
West Investors Master Fund, Limited (“PWIMF”) and Peter S. Park, an individual. The Schedule 13G reported PWAM
is the investment manager to PWIMF and Park West Partners International, Limited (“PWPI” and, collectively with
PWIMF, the “PW Funds”). Mr. Park is the sole member and manager of PWAM. As of December 31, 2019, (I) PWIMF’s
beneficial ownership included (i) 704,368 shares of common stock, (ii) an aggregate of 596,707 shares of common stock issuable
upon the exercise of warrants at an exercise price of $11.50 per share, (iii) 266,612 shares of common stock issuable upon
the exercise of prefunded warrants and (iv) 88,954 shares of Series A Preferred Stock convertible into an aggregate of 884,014
shares of common stock, subject in each case to the limitations described below; and (II) PWPI’s beneficial ownership
included (i) 78,061 shares of common stock, (ii) an aggregate of 74,100 shares of common stock issuable upon the exercise
of warrants at an exercise price of $11.50 per share, (iii) 33,745 shares of common stock issuable upon the exercise of prefunded
warrants and (iv) 11,046 shares of Series A Preferred Stock convertible into an aggregate of 109,773 shares of common stock,
subject in each case to the limitations described below. The prefunded warrants, warrants and preferred stock are all subject
to exercise and conversion limitations prohibiting the exercise or conversion of each security to the extent that it would
result in the holder, or any of its affiliates being deemed to beneficially own in excess of 9.99% of the then outstanding
shares of common stock. As a result of the foregoing, for purposes of Rule 13d-3 of the Exchange Act, PWAM and Mr. Park may
be deemed to beneficially own 846,313 shares of common stock deemed held in the aggregate by the PW Funds, or approximately
9.99% of the shares of common stock deemed to be issued and outstanding as of December 31, 2019. PWAM, PWMF and Mr. Park share
voting and dispositive power over such shares. The address for PWAM, the Park West Funds and Mr. Park is 900 Larkspur Landing
Circle, Suite 165, Larkspur, California 94939.
|
|
|
|
|
(15)
|
Based
on Amendment No. 1 Schedule 13G filed February 14, 2020 by Nokomis Capital, L.L.C. (“Nokomis Capital”) and Brett
Hendrickson, an individual. Amendment No. 1 to the Schedule 13G reported that Nokomis Capital is the investment adviser to
the accounts of certain private funds (the “Nokomis Accounts”) and Mr. Hendrickson is the principal of Nokomis
Capital. As of December 31, 2019, the beneficial ownership of Nokomis Capital and Mr. Hendrickson includes 890,929 shares
of common stock consisting of: (i) 452,348 shares of common stock and (ii) 438,581 shares of common stock issuable upon the
exercise of presently exercisable warrants. The warrants are subject to exercise and conversion limitations prohibiting the
exercise or conversion of each security to the extent that it would result in the holder, or any of its affiliates being deemed
to beneficially own in excess of 9.99% of the then outstanding shares of common stock. As a result of the foregoing, for purposes
of Rule 13d-3 of the Exchange Act, Nokomis Capital and Mr. Hendrickson may be deemed to beneficially own 890,929 shares of
common stock deemed held in the aggregate by Nokomis Capital and Mr. Henkdrickson, or approximately 9.99% of the shares of
common stock deemed to be issued and outstanding as of December 31, 2019. Nokomis Capital and Mr. Hendrickson share voting
and dispositive power over such shares. The business address of Nokomis Capital Master Fund, L.P. is 2305 Cedar Springs Road,
#420, Dallas, TX 75201.
|
|
|
|
|
(16)
|
See
footnote (6). With respect to Blackwell Partners LLC - Series A, a separate account investment advisory client of CCM (the
“Separate Account”), reflects (i) 118,465 shares of common stock and (ii) 133,653 shares of common stock
that could be acquired within 60 days upon the exercise of warrants that are currently exercisable.
|
|
|
|
|
(17)
|
See
footnote (6). With respect to Blackwell Partners LLC - Series A, reflects 1,336,537 shares of common stock that could be acquired
within 60 days upon the conversion of 134,489 shares of Series A Preferred Stock.
|
|
|
|
|
(18)
|
Based
on a Schedule 13G filed on March 22, 2018 by The Division of Investment, Department of the Treasury, State of New Jersey,
which reported that, as of March 15, 2018, The Division of Investment beneficially owned 731,627 shares of common stock with
sole voting and dispositive power over such shares. The Division of Investment is a government entity which manages and invests
monies of the Consolidated Police & Firemen Pension Fund, the Judicial Retirement System, the Police & Firemen Retirement
System, the Prison Officer Pension Fund, the Public Employee Retirement System, the State Police Retirement System and the
Teacher Pension & Annuity Fund, the State of New Jersey Cash Management Fund, Supplemental Annuity Collective Trust (a
403b plan), a portion of the NJBEST Fund (a 529 college savings plan) as well as several funds under the New Jersey State
Employees Deferred Compensation Program (a 457 plan). The address of the Division of Investment is 50 West State Street, 9th
Floor, PO Box 290, Trenton, New Jersey 08625-0290.
|
EXECUTIVE
COMPENSATION
Lazydays
Executive Officer and Director Compensation
The
following sections provide compensation information pursuant to the scaled disclosure rules applicable to “emerging growth
companies” under the rules of the SEC. Lazydays Holdings, Inc. is an “emerging growth company,” as defined in
the Jumpstart our Business Startups Act of 2012, or the JOBS Act, and the Company will take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies. Lazydays Holdings, Inc. could remain an “emerging
growth company” until the last day of 2020, although a variety of circumstances could cause the Company to lose that status
earlier.
Overview
Lazydays’
“Named Executive Officers” for the year ended December 31, 2019 include William Murnane, the Chief Executive Officer,
Nicholas Tomashot, the Chief Financial Officer, and Ronald Fleming, Vice President and National General Manager.
Lazydays’
compensation policies and philosophies are designed to align compensation with business objectives and the creation of stockholder
value, while also enabling Lazydays to attract, motivate and retain individuals who contribute to Lazydays’ long-term success.
Lazydays historically provides a portion of its executive officers’ compensation as long-term incentive compensation in
the form of equity awards or performance based cash compensation as well as linking a significant portion of annual cash compensation
to performance objectives.
The
compensation of Lazydays’ Named Executive Officers has consisted of a base salary, an annual cash incentive and retirement,
health and welfare benefits. In addition, Lazydays has granted its Named Executive Officers, as well as other members of its management
team, long term incentive awards in the form of options and/or transaction bonuses. Pursuant to their employment agreements, certain
of Lazydays’ Named Executive Officers are also eligible to receive certain payments and benefits upon a termination of employment
under certain circumstances.
Summary
Compensation Table
The
following table presents summary information regarding the total compensation for the years ended December 31, 2019 and 2018 for
the Named Executive Officers.
|
Name
and Principal Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards ($)
|
|
|
Option
Awards ($)
|
|
|
Nonequity
Incentive Plan Compensation ($)(1)
|
|
|
All
Other Compensation ($)
|
|
|
Total
($)
|
|
|
William
P. Murnane
|
|
|
2019
|
|
|
|
540,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8,138
|
(6)
|
|
|
548,138
|
|
|
Chief
Executive Officer and Chairman
|
|
|
2018
|
|
|
|
522,693
|
|
|
|
—
|
|
|
|
422,878
|
(2)
|
|
|
6,123,880
|
(3)
|
|
|
1,651,257
|
(4)
|
|
|
27,214
|
(5)(6)
|
|
|
8,747,922
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nicholas
Tomashot (7)
|
|
|
2019
|
|
|
|
325,000
|
|
|
|
32,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,758
|
(6)
|
|
|
363,258
|
|
|
Chief
Financial Officer
|
|
|
2018
|
|
|
|
206,250
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,357,382
|
(8)
|
|
|
94,128
|
(9)
|
|
|
102,750
|
(6)(10)
|
|
|
2,760,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald
Fleming
|
|
|
2019
|
|
|
|
275,000
|
|
|
|
27,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,690
|
(6)
|
|
|
306,190
|
|
|
Vice
President and National General Manager
|
|
|
2018
|
|
|
|
275,000
|
|
|
|
—
|
|
|
|
111,029
|
(11)
|
|
|
1,837,163
|
(3)
|
|
|
453,317
|
(12)
|
|
|
3,326
|
(6)
|
|
|
2,679,835
|
|
|
(1)
|
Nonequity
incentive plan compensation for the 2018 year was paid in April of 2019.
|
|
|
|
|
(2)
|
Stock
awards for Mr. Murnane of 41,096 shares of common stock were issued pursuant to the Merger Agreement in exchange for his outstanding
options to purchase shares of Lazy Days’ R.V. Center, Inc. as of the merger date. The fair value of the stock awards
was determined based on a stock price of $10.29, which was the closing price as of March 15, 2018.
|
|
|
|
|
(3)
|
On
March 16, 2018, option awards were issued to Mr. Murnane and Mr. Fleming which are exercisable into 1,458,414 and 437,524
shares of common stock, respectively. These five-year incentive stock options have an exercise price of $11.10 per share.
A set percentage of the stock options shall vest upon the volume weighted average price (“VWAP”) of the common
stock, as defined in the option agreements, being equal to or greater than a specified price per share for at least thirty
(30) out of thirty-five (35) consecutive trading days, as follows and are exercisable only to the extent that they are vested:
30% of the options shall vest upon exceeding $13.125 per share; an additional 30% of the options shall vest upon exceeding
$17.50 per share; an additional 30% of the options shall vest upon exceeding $21.875 per share; and an additional 10% of the
options shall vest upon exceeding $35.00 per share; provided that the option holder remains continuously employed by the Company
(and/or any of its subsidiaries) from the grant date through (and including) the relevant date of vesting. The fair value
of the awards issued on March 16, 2018 was determined using a Monte Carlo simulation based on a 5-year term, a risk-free rate
of 2.62%, an annual volatility of 42.8%, and an annual dividend yield of 0%. The expense is being recognized over the derived
service period of each vesting tranche which was determined to be 0.74 years, 1.64 years, 2.24 years and 3.13 years.
|
|
(4)
|
For
2018, this amount consists of a cash award of $1,332,792 pursuant to nonequity incentive plan compensation issued pursuant
to the Merger Agreement in exchange for outstanding options to purchase shares of Lazy Days’ R.V. Center, Inc. as of
the closing date of the Mergers and $318,465 is nonequity incentive plan compensation for 2018 based on the achievement of
performance targets by the Company and Mr. Murnane. The maximum nonequity incentive plan compensation award based on the achievement
of performance targets by the Company and Mr. Murnane that Mr. Murnane could have earned in 2018 was $810,000.
|
|
|
|
|
(5)
|
Mr.
Murnane served as a member of the board of directors of Lazy Days’ R.V. Center, Inc. The amounts set forth in this column
include amounts paid by Lazy Days’ R.V. Center, Inc. to Mr. Murnane in connection with his service as a member of the
Board ($18,750 in 2018 based on $75,000 per year prorated for partial year).
|
|
|
|
|
(6)
|
The
amounts set forth in this column include the amounts of Company matching contributions to the Company’s 401(k) plan.
|
|
|
|
|
(7)
|
Mr.
Tomashot joined Lazydays on May 11, 2018.
|
|
|
|
|
(8)
|
On
May 7, 2018, option awards were issued to Mr. Tomashot which are exercisable into 583,366 shares of common stock. These five-year
incentive stock options have an exercise price of $11.10 per share. A set percentage of the stock options shall vest upon
the VWAP of the common stock, as defined in the option agreement, being equal to or greater than a specified price per share
for at least thirty (30) out of thirty-five (35) consecutive trading days, as follows and are exercisable only to the extent
that they are vested: 30% of the options shall vest upon exceeding $13.125 per share; an additional 30% of the options shall
vest upon exceeding $17.50 per share; an additional 30% of the options shall vest upon exceeding $21.875 per share; and an
additional 10% of the options shall vest upon exceeding $35.00 per share; provided that the option holder remains continuously
employed by the Company (and/or any of its subsidiaries) from the grant date through (and including) the relevant date of
vesting. The fair value of the awards issued on May 7, 2018 of $2,357,382 was determined using a Monte Carlo simulation based
on a 5-year term, a risk-free rate of 2.74%, an annual volatility of 54.70%, and an annual dividend yield of 0%. The expense
is being recognized over the derived service period of each vesting tranche which was determined to be 0.97 years, 1.75 years,
2.15 years and 2.96 years.
|
|
|
|
|
(9)
|
The
amount reflects nonequity incentive plan compensation for 2018 based on the achievement of performance targets by the Company
and Mr. Tomashot. The maximum nonequity incentive plan compensation award based on the achievement of performance targets
by the Company and Mr. Tomashot that Mr. Tomashot could have earned in 2018 was $238,408 (prorated based on his start date
during 2018).
|
|
|
|
|
(10)
|
The
amounts set forth in this column include a $100,000 relocation fee in 2018.
|
|
|
|
|
(11)
|
Stock
awards for Mr. Fleming of 10,790 shares of common stock were issued pursuant to the Merger Agreement as a result of the long
term incentive plan of Lazy Days’ R.V. Center, Inc. The fair value of the stock awards was determined based upon a stock
price of $10.29, which was the closing price as of March 15, 2018.
|
|
|
|
|
(12)
|
For
2018, this amount consists of a cash award of $332,283 pursuant to nonequity incentive plan compensation issued under the
Merger Agreement pursuant to the long term incentive plan of Lazy Days’ R.V. Center, Inc. and $121,034 is nonequity
incentive plan compensation for 2018 based on the achievement of performance targets by the Company and Mr. Fleming. The maximum
nonequity incentive plan compensation award based on the achievement of performance targets by the Company and Mr. Fleming
that Mr. Fleming could have earned in 2018 was $288,750.
|
Narrative
Disclosure to Summary Compensation Table
Employment
Agreement and Employment Offer Letter
We
entered into an employment agreement with Mr. Murnane effective as of the consummation of the Mergers. The employment agreement
for Mr. Murnane provides for an initial base salary of $540,000, subject to annual discretionary increases. Following the Mergers,
Mr. Murnane no longer receives any additional compensation for his service as a member (or Chairman) of the board of directors
and his base salary has been increased, accordingly. In addition, Mr. Murnane is eligible to participate in any employee benefit
plans adopted by the Company from time to time and to receive an annual cash bonus based on the achievement of performance objectives.
Mr. Murnane’s target bonus is 100% of his base salary. Mr. Murnane did not receive a bonus for 2019 pursuant to the nonequity
incentive plan as a result of the Company falling short of achieving the EBITDA growth target for 2019.
On
March 16, 2018, option awards were issued to Mr. Murnane which are exercisable into 1,458,414 shares of common stock pursuant
to his employment agreement. These five-year incentive stock options have an exercise price of $11.10 per share. A set percentage
of the stock options shall vest upon the volume weighted average price (“VWAP”) of the common stock, as defined in
the option agreement, being equal to or greater than a specified price per share for at least thirty (30) out of thirty-five (35)
consecutive trading days, as follows and are exercisable only to the extent that they are vested: 30% of the options shall vest
upon exceeding $13.125 per share; an additional 30% of the options shall vest upon exceeding $17.50 per share; an additional 30%
of the options shall vest upon exceeding $21.875 per share; and an additional 10% of the options shall vest upon exceeding $35.00
per share; provided that the option holder remains continuously employed by the Company (and/or any of its subsidiaries) from
the grant date through (and including) the relevant date of vesting.
The
employment agreement for Mr. Murnane provides that if the executive is terminated for any reason, he is entitled to receive any
accrued benefits, including any earned but unpaid portion of base salary through the date of termination, subject to withholding
and other appropriate deductions. In addition, in the event Mr. Murnane resigns for good reason or is terminated without cause
(all as defined in the employment agreement) prior to January 1, 2022, subject to entering into a release, the Company will pay
the executive severance equal to two times base salary and average bonus for Mr. Murnane.
Offer
Letter – Nicholas Tomashot
Lazydays
entered into an offer letter with Mr. Tomashot when he was hired as Chief Financial Officer. The offer letter provides for an
initial base salary of $325,000 per year. In addition, Mr. Tomashot is eligible to receive an annual cash incentive bonus based
on the achievement of performance objectives to be established by the Chief Executive Officer and approved by the Board of Directors.
Mr. Tomashot’s target bonus is 75% of his annual base salary (with the potential to earn a maximum of up to 150% of his
target bonus). Mr. Tomashot did not receive a bonus for 2019 pursuant to the nonequity incentive plan as a result of the Company
falling short of achieving the EBITDA growth target for 2019. The Compensation Committee did, however, award Mr. Tomashot a discretionary
bonus of $32,500 or 10% of his annual base salary, in recognition of Mr. Tomashot’s performance. Mr. Tomashot is also eligible
to participate in any employee benefit plans as may be adopted by Lazydays from time to time. On May 7, 2018, Mr. Tomashot was
issued a stock option award exercisable into 583,366 shares of common stock pursuant to his offer letter with the same exercise
price and vesting schedule as described above in connection with the stock option award granted to Mr. Murnane. Mr. Tomashot was
also provided with a relocation allowance of $100,000. If Mr. Tomashot resigns from the Company or is terminated by the Company
for cause within two years of his start date, Mr. Tomashot will be required to repay the pro-rated balance of the relocation allowance.
The offer letter also provides that if Mr. Tomashot is terminated without cause, he will, subject to entering into a general release
of claims, receive severance equal to twelve months of his base salary and that if such termination is following a change in control,
he is also eligible to receive a pro-rated bonus, if the board of directors of Lazydays determines that the performance objectives
have been met.
Other
Employment Agreements/Arrangements
We
do not have an agreement or arrangement with Mr. Fleming. Mr. Fleming is eligible to receive an annual cash bonus based on the
achievement of performance objectives. Mr. Fleming’s target bonus is 70% of his annual base salary. Mr. Fleming did not
receive a bonus for 2019 pursuant to the nonequity incentive plan as a result of the Company falling short of achieving the EBITDA
growth target for 2019. The Compensation Committee did, however, award Mr. Fleming a discretionary bonus of $27,500 or 10% of
his annual base salary, in recognition of Mr. Fleming’s performance. On March 16, 2018, Mr. Fleming was issued a stock option
award exercisable into 437,524 shares of common stock with the same exercise price and vesting schedule as described above in
connection with the stock option award granted to Mr. Murnane.
Any
new agreements or arrangements with the Named Executive Officers entered into in the future will be subject to approval of the
Compensation Committee.
2020
Compensation Decisions
As
part of a series of actions Lazydays is taking to adjust resources and costs to be in line with reduced demand caused by the coronavirus
or COVID-19 pandemic, members of the Company’s senior management team, including our named executive officers, Mr. William
Murnane, our Chairman and Chief Executive Officer, Mr. Nicholas Tomashot, our Chief Financial Officer, and Mr. Ron Fleming, our
Vice President and National General Manager, have agreed to forgo 25% of their base salary and any applicable 2020 annual pay
increases that would otherwise be payable to them under their applicable employment arrangements.
Outstanding
Equity Awards at Fiscal Year End
The
following table summarizes information concerning the outstanding equity awards, including unexercised options, as of December
31, 2019, for each of Lazydays’ Named Executive Officers:
|
Outstanding
Equity Awards at December 31, 2019
|
|
|
|
Name
|
|
|
Number
of Securities Underlying Unexercised Options (#) Exercisable
|
|
|
|
Number
of Securities Underlying Unexercised Options (#) Unexercisable
|
|
|
|
Option
Exercise Price ($)
|
|
|
Option
Expiration Date
|
|
William P. Murnane
|
|
|
—
|
|
|
|
1,458,414
|
(1)
|
|
|
11.10
|
|
|
3/16/2023
|
|
Nicholas Tomashot
|
|
|
—
|
|
|
|
583,366
|
(1)
|
|
|
11.10
|
|
|
5/07/2023
|
|
Ronald Fleming
|
|
|
—
|
|
|
|
437,524
|
(1)
|
|
|
11.10
|
|
|
3/16/2023
|
|
(1)
|
The
options vest as follows: 30% of the option shall vest once the VWAP (defined below) is equal to or greater than $13.125 per
share for at least thirty (30) out of thirty-five (35) consecutive trading days (“Specific Period”); an additional
30% of the option shall vest once the VWAP is equal to or greater than $17.50 per share for a Specific Period; an additional
30% of the option shall vest once the VWAP is equal to or greater than $21.875 per share for a Specific Period; and an additional
10% of the option shall vest once the VWAP is equal to or greater than $35 per share for a Specific Period; provided that
the reporting person remains continuously employed by the company (and/or any of its subsidiaries) from the grant date through
(and including) the relevant date of vesting. Any such VWAP shall be adjusted for share splits, extraordinary dividends, reorganizations,
recapitalizations or similar events. “VWAP” means, for any date, the price determined by the first of the following
clauses that applies: (a) if the shares are then listed or quoted on a national securities exchange, the daily volume weighted
average price of the shares for such date (or the nearest preceding date) on the national securities exchange on which the
shares are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time)
to 4:00 p.m. (New York City time)), (b) if the shares are not then listed or quoted for trading on any national securities
exchange and if prices for the shares are then reported on the OTC Bulletin Board or in the “Pink Sheets” published
by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most
recent bid price per share of the shares so reported, or (c) in all other cases, the fair market value of the shares as determined
in good faith by the committee.
|
Equity
Compensation Plan Information Table
The
following information is with respect to our 2018 Long-Term Incentive Plan 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))
|
|
|
|
|
|
(a)
|
|
|
|
(b)
|
|
|
|
(c)
|
|
|
Equity compensation plans
approved by security holders (1)
|
|
|
3,798,818
|
|
|
$
|
10.63
|
|
|
|
625,748
|
|
|
Equity compensation plans not approved
by security holders
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Total
|
|
|
3,798,818
|
|
|
$
|
10.63
|
|
|
|
625,748
|
|
|
(1)
|
The
information set forth in the table pertains to our 2018 Long-Term Incentive Plan
as of December 31, 2019.
|
Director
Compensation
The
following table shows the compensation earned by each director who was not an officer during fiscal year 2019.
|
Name
|
|
Fees
Earned or
Paid in
Cash($)(1)
|
|
|
Stock
Awards
($)(2)
|
|
|
Option
Awards
(2)
|
|
|
Nonequity
Incentive
Plan
Compensation
($)
|
|
|
All
Other
Compensation
($)
|
|
|
Total
($)
|
|
|
Jerry Comstock
|
|
|
65,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
65,000
|
|
|
James J. Fredlake
|
|
|
60,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
60,000
|
|
|
Jordan Gnat
|
|
|
60,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
60,000
|
|
|
Erika Serow
|
|
|
60,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
60,000
|
|
|
Christopher S. Shackelton
|
|
|
65,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
65,000
|
|
|
B. Luke Weil
|
|
|
50,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
50,000
|
|
|
(1)
|
Our
non-employee members of the board of directors receive annual cash compensation of $50,000 for serving on the board of directors,
$5,000 for serving on a committee of the board of directors (other than the Chairman of each of the committees) and $10,000
for serving as the Chairman of any of the committees of the board of directors.
|
|
|
|
|
(2)
|
The
table below sets forth the aggregate number of shares of common stock subject to stock awards and option awards held by each
non-employee director outstanding as of December 31, 2019.
|
|
Name
|
|
Stock
Awards
|
|
|
Option
Awards
|
|
|
Jerry Comstock
|
|
|
—
|
|
|
|
14,218
|
|
|
James J. Fredlake
|
|
|
5,329
|
|
|
|
14,218
|
|
|
Jordan Gnat
|
|
|
—
|
|
|
|
14,218
|
|
|
Erika Serow
|
|
|
—
|
|
|
|
14,218
|
|
|
Christopher S. Shackelton
|
|
|
—
|
|
|
|
—
|
(a)
|
|
B. Luke Weil
|
|
|
—
|
|
|
|
14,218
|
|
|
|
(a)
|
At
the request of Mr. Shackelton, the option award he was entitled to receive for his service as a director of the Company was
granted to Coliseum Capital Partners, L.P.
|
REPORT
OF THE AUDIT COMMITTEE
The
following statement made by our Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated
by reference into any 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 such statement by reference.
The
Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility
for establishing and maintaining adequate internal control over financial reporting, for preparing the financial statements and
for the report process. The Audit Committee members do not serve as professional accountants or auditors, and their functions
are not intended to duplicate or to certify the activities of management or the independent registered public accounting firm.
We have engaged our independent public accountants to report on the conformity of the Company’s financial statements to
accounting principles generally accepted in the United States. In this context, the Audit Committee hereby reports as follows:
|
1.
|
The
Audit Committee has reviewed and discussed the audited financial statements with management of the Company.
|
|
|
|
|
2.
|
The
Audit Committee has discussed with Marcum LLP, our independent registered public accounting firm, the matters required to
be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.
|
|
|
|
|
3.
|
The
Audit Committee has received the written disclosures and the letter from Marcum LLP required by applicable requirements of
the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and
the Audit Committee has discussed with Marcum LLP the independent accountant’s independence.
|
|
|
|
|
4.
|
Based
on the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board
that the Board approve the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2019, for filing with the SEC.
|
James
J. Fredlake, Chairman
Jerry
Comstock
Jordan
Gnat
CERTAIN
RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Related
Person Policy and Procedures
Prior
to the Mergers, Lazydays did not have a formal written policy or procedure for the review, approval or ratification of related
party transactions and as a result its board of directors reviewed and considered the interests of its directors, executive officers
and principal stockholders in its review and consideration of related person transactions.
Following
the Mergers, our Audit Committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions
to the extent we enter into such transactions. The Audit Committee will consider all relevant factors when determining whether
to approve a related party transaction, including whether the related party transaction is on terms no less favorable than terms
generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s
interest in the transaction. No director is permitted to participate in the approval of any transaction in which he or she was
a related party, but that director is required to provide the audit committee with all material information concerning the transaction.
Additionally, we will require each of our directors and executive officers to complete an annual directors’ and officers’
questionnaire that will elicit information about related party transactions.
Related
Person Transactions
On
December 18, 2019, pursuant to the Company’s stock repurchase program, the Company repurchased 75,000 shares of common stock
from B. Luke Weil, a member of the Company’s Board of Directors, for $302,000 including broker fees.
On
March 15, 2018, certain related persons of Andina were repaid aggregate outstanding notes payable totaling $661,000. In addition,
$100,000 was repaid to other employees of Andina.
On
March 15, 2018, in connection with the Mergers, the Company paid Hydra Management, LLC, an affiliate of A. Lorne Weil, an initial
shareholder of Andina and the father of B. Luke Weil $500,000 as compensation for advisory services in connection with the Mergers.
PROPOSAL
2 - ADVISORY VOTE ON THE APPROVAL OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
In
accordance with its charter, the Audit Committee of our Board has selected the firm of Marcum LLP, an independent registered public
accounting firm, to be the Company’s auditors for the fiscal year ending December 31, 2020, and our Board is asking stockholders
to approve that appointment. We are not required to have the stockholders approve the selection of Marcum LLP as our independent
auditor. We nonetheless are doing so because we believe it is a matter of good corporate practice. If the stockholders do not
approve the selection, the Audit Committee will reconsider the retention of Marcum LLP, but ultimately may decide to retain Marcum
LLP as the Company’s independent auditor. Even if the selection is approved, the Audit Committee, in its discretion, may
change the appointment at any time if it determines that such a change would be in the best interests of the Company and its stockholders.
Before
selecting Marcum LLP, the Audit Committee carefully considered that firm’s qualifications as an independent registered public
accounting firm for the Company. This included a review of its performance in prior years, including the firm’s efficiency,
integrity and competence in the fields of accounting and auditing. The Audit Committee has expressed its satisfaction with Marcum
LLP in all of these respects. The Company has been advised by Marcum LLP that neither it nor any of its associates has any direct
or material indirect financial interest in the Company.
Marcum
LLP served as independent registered public accounting firm for the Company in fiscal years 2019 and 2018. Representatives of
Marcum LLP will be present at the annual meeting, will have the opportunity to make a statement if they desire to do so and will
be available to respond to appropriate questions.
Audit
Fees and Services
Audit
and other fees billed to us by Marcum LLP for the years ended December 31, 2019 and 2018 are as follows:
|
Lazydays
Holdings, Inc.
|
|
2019
|
|
|
2018
|
|
|
Audit Fees
|
|
$
|
429,850
|
|
|
$
|
575,159
|
|
|
Audit-Related Fees
|
|
|
—
|
|
|
|
68,075
|
|
|
Tax Fees
|
|
|
—
|
|
|
|
—
|
|
|
All Other
Fees
|
|
|
—
|
|
|
|
—
|
|
|
Total
|
|
$
|
429,850
|
|
|
|
643,234
|
|
Audit
Fees. Consists of fees billed for professional services rendered for the audit of our consolidated financial statements, review
of the interim condensed consolidated financial statements included in quarterly reports, and services that are normally provided
by our independent auditors in connection with statutory or regulatory filings or engagements, including registration statements.
Audit-Related
Fees. Consists of fees billed for assurance services that are reasonably related to the performance of the audit or review
of our consolidated financial statements and are not reported under “Audit Fees”, such as accounting consultation
and audits in connection with acquisitions.
Tax
Fees. Consists of fees billed for professional services for tax compliance, tax advice, and tax planning.
All
Other Fees. Consists of fees for products and services other than the services reported above.
Pre-Approval
by Audit Committee of Principal Accountant Services.
The
Audit Committee shall pre-approve all auditing services and permitted non-audit services to be performed for the Company by its
independent registered public accounting firm, including the fees and terms thereof (subject to the de minimus exceptions for
non-audit services described in Section 10A(i)(1)(B) of the Exchange Act). The Audit Committee may form and delegate authority
to subcommittees of the Audit Committee consisting of one or more members when appropriate, including the authority to grant pre-approvals
of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented
to the full Audit Committee at its next scheduled meeting.
The
Audit Committee approved all of the foregoing services performed in 2019 and 2018 before the work was commenced in accordance
with Section 10A(i) of the Exchange Act.
Required
Vote of Stockholders
The
affirmative vote of a majority of the stock represented and entitled to vote at the meeting at which a quorum is present is required
to approve the appointment of Marcum LLP.
Our
Board recommends that you vote FOR the proposal to approve Marcum LLP as the Company’s registered independent public
accounting firm for 2020.
STOCKHOLDER
PROPOSALS AND NOMINATIONS DEADLINE FOR 2021 ANNUAL MEETING
As
more specifically provided in our Amended and Restated Bylaws, no business may be brought before an annual meeting by a stockholder
unless the stockholder has provided proper notice to us not less than 60 days nor more than 90 days prior to the annual meeting;
provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the annual
meeting is given or made to stockholders, notice by a stockholder, to be timely, must be received no later than the close of business
on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure
was made, whichever first occurs. Accordingly, since our annual meeting for 2020 is scheduled for June 10, 2020, any stockholder
proposal and recommendations for director nominees to be considered at the 2021 annual meeting must be properly submitted to us
not earlier than March 12, 2021 nor later than April 11, 2021. These requirements are separate from the Securities and Exchange
Commission’s requirements that a stockholder must meet in order to have a proposal included in our proxy statement. For
the 2021 annual meeting, under the Securities and Exchange Commission’s requirements, any stockholder proposals and recommendations
for director nominees must be received by Lazydays no later than December 30, 2020, in order to be included in our 2021 proxy
statement.
HOUSEHOLDING;
AVAILABILITY OF ANNUAL REPORT AND PROXY STATEMENT
The
SEC permits companies and intermediaries, such as a brokerage firm or a bank, to satisfy the delivery requirements for Notices
and proxy materials with respect to two or more stockholders sharing the same address by delivering only one Notice or set of
proxy materials to that address. This process, which is commonly referred to as “householding,” can effectively reduce
our printing and postage costs.
Certain
of our stockholders whose shares are held in street name and who have consented to householding will receive only one Notice or
set of proxy materials per household. If you would like to receive a separate Notice or set of proxy materials in the future,
or if your household is currently receiving multiple copies of the same items and you would like to receive only a single copy
at your address in the future, please contact Householding Department by mail at 51 Mercedes Way, Edgewood, NY 11717 or by telephone
at 866-540-7095 and indicate your name, the name of each of your brokerage firms or banks where your shares are held, and your
account numbers.
If
you would like to receive a copy of our 2019 Annual Report or this proxy statement, please contact our Investor Relations by mail
at Investor Relations, Lazydays Holdings, Inc., 6130 Lazy Days Boulevard, Seffner, Florida 33584, by telephone at (813) 204-4099
or by e-mail at investors@lazydays.com, and we will send a copy to you without charge. Please note, however, that if you wish
to receive a paper proxy card or other proxy materials for the purpose of the Annual Meeting, you should follow the instructions
included in the Notice of Internet Availability of Proxy Materials.
Lazydays (PK) (USOTC:LAZYW)
Historical Stock Chart
From Apr 2024 to May 2024
Lazydays (PK) (USOTC:LAZYW)
Historical Stock Chart
From May 2023 to May 2024
