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OF STOCKHOLDERS
September 20, 2022
Directors;
3. Nasdaq Listing Rule 5635(a), of the issuance of shares of our common stock upon conversion of Series S Convertible Preferred Stock in excess of 20% of our common stock outstanding, which proposal we refer to as the “
4. 2023;
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August 31, 2023.
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OCTOBER 9, 2023
MEETING
Q:
Q:
Proposals Nos. 1, 2, 3, and 5.
No. 4.
begins to print and send its proxy materials. Proposals must be in compliance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and must be submitted in writing and delivered or mailed to the Company’s Secretary, at JanOne Inc., 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119.
All share information in the table (including footnotes) below reflects one-for-five (1:5) reverse stock split effectuated on April 19, 2019.
Name of Beneficial Owner |
| Amount and |
|
| Percentage |
| ||
Named Executive Officers and Directors: |
|
|
|
|
|
| ||
Tony Isaac, Director, President and Chief Executive Officer, Secretary (3) |
|
| 94,000 |
|
|
| 3.0 | % |
Virland A. Johnson, Chief Financial Officer |
|
| — |
|
| * |
| |
Richard D. Butler, Director (3) |
|
| 18,000 |
|
| * |
| |
John Bitar, Director |
|
| 2,000 |
|
| * |
| |
Nael Hajjar, Director |
|
| — |
|
| * |
| |
All Executive Officers and Directors as a group (6 persons) |
|
| 114,000 |
|
|
| 3.6 | % |
|
|
|
|
|
|
| ||
Other 5% Stockholders: |
|
|
|
|
|
| ||
Isaac Capital Group, LLC (4) |
|
| 675,761 |
|
|
| 21.5 | % |
Juan Yunis (5) |
|
| 460,000 |
|
|
| 14.6 | % |
our Common Stock.
Name of Beneficial Owner | | | Amount and Nature of Beneficial Ownership(1) | | | Percentage of Class(2) | | ||||||
Named Executive Officers and Directors: | | | | | | | | | | | | | |
Tony Isaac, Director, President and Chief Executive Officer, Secretary(3) | | | | | 94,000 | | | | | | 2.5% | | |
Virland A. Johnson, Chief Financial Officer | | | | | — | | | | | | * | | |
Richard D. Butler, Director(3) | | | | | 18,000 | | | | | | * | | |
John Bitar, Director | | | | | 2,000 | | | | | | * | | |
Nael Hajjar, Director | | | | | — | | | | | | * | | |
All Executive Officers and Directors as a group (6 persons) | | | | | 114,000 | | | | | | 3.0% | | |
Other 5% Stockholders: | | | | | | | | | | | | | |
Juan Yunis(4) | | | | | 460,000 | | | | | | 12.2% | | |
Michael Bigger(5) | | | | | 361,000 | | | | | | 9.6% | | |
The address for each individual is 325 E. Warm Springs Road Suite 102, Las Vegas, Nevada, 89119.
(5) On April 15, 2021 and June 22, 2022, Juan Yunis converted 13,000 and 10,000 shares, respectively, of Series A-1 Preferred Stock into 260,000 and 200,000 shares, respectively, of the Company's common stock. Thebusiness address for Mr. YunisBigger with respect to the shares of Common Stock is Carrera 44B # 96 - 67 Torre 1 Apto 1103, Barranquilla, Atlantico, 08002, Colombia.
2250 Red Springs Drive, Las Vegas, Nevada 89135.
Name of Beneficial Owner |
| Number of Shares Beneficially Owned (1) |
|
| Percentage of Outstanding Series A Preferred (2) |
| ||
Greg Sullivan (3) |
|
| 28,859 |
|
|
| 13 | % |
Juan Yunis (4) |
|
| 193,729 |
|
|
| 87 | % |
Name of Beneficial Owner | | | Number of Shares Beneficially Owned(1) | | | Percentage of Outstanding Series A Preferred(2) | | ||||||
Greg Sullivan(3) | | | | | 15,976 | | | | | | 7.62% | | |
Juan Yunis(4) | | | | | 193,730 | | | | | | 92.38% | | |
August 11, 2023.
(4) According to a Schedule 13D filed with the SEC on April 12, 2019, JuanRecord Date, Mr. Yunis beneficially owns 216,729could only convert 346,505 shares of Series A-1 Preferred Stock. On April 15, 2021 and June 22, 2022, JuanIf converted, Mr. Yunis converted 13,000 and 10,000would own 806,505 shares respectively,of our Common Stock, which would result in his reporting beneficial ownership of 25.6% in the “Percent of Outstanding Common” in the Common Stock chart, above.
Name of Beneficial Owner | | | Amount and Nature of Beneficial Ownership(1) | | | Outstanding Series S Preferred(2) | | ||||||
Amol Soin, MD(3) | | | | | 100,000 | | | | | | 100% | | |
Election of Directors
The
affirmative vote of the holders of a plurality of the votes cast at the Annual Meeting is required for the election of the director nominees, i.e., the four director nominees who receive the most votes will be elected.
Name |
| Position with Company |
| Director Since |
| Age as of September 20, 2022 |
| |
Tony Isaac |
| Director, President, Chief Executive Officer and Secretary |
| 2015 |
|
| 68 |
|
Richard D. Butler |
| Director |
| 2015 |
|
| 74 |
|
Nael Hajjar |
| Director |
| 2018 |
|
| 38 |
|
John Bitar |
| Director |
| 2020 |
|
| 48 |
|
Name | | | Position with Company | | | Director Since | | | Age as of August 11, 2023 | |
Tony Isaac | | | Director, President, Chief Executive Officer, and Secretary | | | 2015 | | | 69 | |
Richard D. Butler | | | Director | | | 2015 | | | 72 | |
Nael Hajjar | | | Director | | | 2018 | | | 38 | |
John Bitar | | | Director | | | 2020 | | | 60 | |
in financial management and executive roles, which enable him to provide important expertise in financial, operating, and strategic matters that impact our Company.
Actions and Committees of theour Board of Directors
Annual Meeting.
Board Diversity (As of September 20, 2022) | ||||
Total Number of Directors | 4 | |||
| Female | Male | Non- Binary | Did Not Disclose Gender |
Part I: Gender Identity |
| |||
Directors | 0 | 3 | 0 | 1 |
Part II: Demographic Background |
|
| ||
African American or Black | 0 | 0 | 0 | 0 |
Alaskan Native or Native American | 0 | 0 | 0 | 0 |
Asian | 0 | 0 | 0 | 0 |
Hispanic or Latinx | 0 | 0 | 0 | 0 |
Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 |
White | 0 | 3 | 0 | 0 |
Two or More Races or Ethnicities | 0 | 0 | 0 | 0 |
LGBTQ+ | 0 | |||
Did Not Disclose Demographic Background | 1 |
Board Diversity (As of August 11, 2023) | | ||||||||||||||||||||||||
Total Number of Directors | | | 4 | | |||||||||||||||||||||
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | ||||||||||||
Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors | | | | | 0 | | | | | | 3 | | | | | | 0 | | | | | | 1 | | |
Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |
African American or Black | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Alaskan Native or Native American | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Asian | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Hispanic or Latinx | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Native Hawaiian or Pacific Islander | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
White | | | | | 0 | | | | | | 3 | | | | | | 0 | | | | | | 0 | | |
Two or More Races or Ethnicities | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
LGBTQ+ | | | | | | | | | | | | | | | | | 0 | | | | | | | | |
Did Not Disclose Demographic Background | | | | | | | | | | | | | | | | | 4 | | | | | | | | |
our Compensation Committee and formally approved by theour full Board of Directors. TheBoard. Our Compensation Committee may approve grants of equity awards under the Company’sour stock compensation plans. TheOur Compensation Committee operates under a written charter adopted by theour Board of Directors in March 2011, which is posted on the Company’sour website at www.janone.com under the caption “Investor Relations – Governance.“Investors — Governance — Governance Documents.”
The
Theour Secretary.
The
We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding the amendment to, or waiver from, a provision of the code of ethics by posting such information on our website at the address and location specified above and, to the extent required by the listing standards of the Nasdaq Capital Market, by filing a Current Report on Form 8-K with the SEC disclosing such information.
| ||||
Virland A. Johnson, | | | Mr. Johnson was appointed our Chief Financial Officer | |
NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)
Background
The advisory vote on executive compensation is a non-binding vote onenhance stockholder value by linking the compensation of our named executive officers, as describeddirectors, key employees, and consultants to increases in the Executive Compensation sectionprice of our Common Stock and the tabular disclosureachievement of other performance objections and to encourage ownership in the Company by key personnel whose long-term employment is considered essential to our continued progress and success. The 2023 Plan is also intended to assist us in recruiting new employees and to motivate, retain, and encourage such employees and directors to act in our stockholders’ interest and share in our success.
The vote solicited by this Proposal 2 is advisory and therefore is not binding on the Company, our Board of Directors, or our Compensation Committee. The outcome of the vote will not require the Company, our Board of Directors, or our Compensation Committee to take any action and will not be construed as overruling any decision by the Company, our Board of Directors, or our Compensation Committee. Furthermore, because this non-binding, advisory resolution primarily relates to the compensation of our named executive officers that has already been paid or contractually committed, there is generally no opportunity for us to revisit these decisions. However, our Board of Directors, including our Compensation Committee, values the opinions of our stockholdersmanner and to the extent there is any significant vote againstrequired by applicable law. In addition, without limiting the executive officer compensation as disclosed in this Proxy Statement, we will considerforegoing, unless approved by our stockholders’ concernsstockholders and evaluate what actions, if any,subject to the terms of the 2023 Plan, no such amendment shall be made that would (i) increase the maximum aggregate number of shares that may be appropriatesubject to address those concerns. Stockholdersawards granted under the 2023 Plan, (ii) reduce the minimum exercise price for options or stock appreciation rights granted under the 2023 Plan, or (iii) reduce the exercise price of outstanding options or stock appreciation rights, as prohibited by the terms of the 2023 Plan without stockholder approval.
“RESOLVED, thatexercise the compensation paidpowers granted to it hereunder with respect to awards granted under the 2023 Plan prior to the named executive officersdate of JanOne Inc.,such termination
Annex A.
2023 Plan.
| | | Series S Preferred Stock Issued and Outstanding | | | Common Stock (as converted) | | ||||||
Total, which solely are shares issued pursuant to the Merger Agreement: | | | | | 100,000 | | | | | | 18,072,289 | | |
The Company’s
On October 15, 2019, theus.
|
| January 1, 2022 |
|
| January 2, 2021 |
| ||
Audit Fees |
| $ | 195,231 |
|
| $ | 212,725 |
|
Audit-Related Fees |
|
| 7,323 |
|
|
| 11,466 |
|
Tax Fees |
|
| 46,700 |
|
|
| 48,459 |
|
All Other Fees |
|
| — |
|
|
| — |
|
Total |
| $ | 249,254 |
|
| $ | 272,650 |
|
such capacity until June 26, 2023.
| | | December 31, 2022 | | | January 1, 2022 | | ||||||
Audit Fees | | | | $ | 353,500 | | | | | $ | 212,725 | | |
Audit-Related Fees | | | | | — | | | | | | 11,466 | | |
Tax Fees | | | | | 40,800 | | | | | | 48,459 | | |
All Other Fees | | | | | 4,000 | | | | | | — | | |
Total | | | | $ | 398,300 | | | | | $ | 272,650 | | |
The
TheFrazier & Deeter and WSRP, respectively.
The
Executive Compensation
Name and principal |
|
|
|
|
|
|
|
|
| Stock |
|
| Option |
|
| All Other |
|
|
|
| ||||||
Position (1) |
| Year |
| Salary |
|
| Bonus |
|
| Awards |
|
| Awards |
|
| Compensation |
|
| Total |
| ||||||
Tony Isaac |
| 2021 |
| $ | 550,324 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 550,324 |
|
President, Chief Executive Officer, and Secretary |
| 2020 |
| $ | 534,471 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 534,471 |
|
Eric Bolling (2) |
| 2021 |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
Former President |
| 2020 |
| $ | 301,442 |
|
| $ | — |
|
| $ | 54,203 |
|
| $ | — |
|
| $ | — |
|
| $ | 355,645 |
|
Virland A. Johnon |
| 2021 |
| $ | 149,363 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 149,363 |
|
Chief Financial Officer |
| 2020 |
| $ | 121,731 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 121,731 |
|
Name and principal Position(1) | | | Year | | | Salary | | | Bonus | | | Stock Awards | | | Option Awards | | | All Other Compensation | | | Total | | |||||||||||||||||||||
Tony Isaac President, Chief Executive Officer, and Secretary | | | | | 2022 | | | | | $ | 550,324 | | | | | $ | 75,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 625,324 | | |
| | | 2021 | | | | | $ | 550,324 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 550,324 | | | ||
Virland A. Johnson Chief Financial Officer | | | | | 2022 | | | | | $ | 250,324 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 250,324 | | |
| | | 2021 | | | | | $ | 149,363 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 149,363 | | |
Year | | | PEO | | | Summary Compensation Table Total for PEO | | | Compensation Actually Paid to PEO | | | Average Summary Compensation Table Total for Non-PEO NEO’s | | | Average Compensation Actually Paid to Non-PEO NEO’s | | | Value of Initial $100 Investment Based on Total Stockholder Return | | | Net Income | | ||||||||||||||||||
(1) | | | (2) | | | (3) | | | (4) | | | (5) | | | (6) | | | (7) | | | (8) | | ||||||||||||||||||
2022 | | | Tony Isaac | | | | $ | 625,324 | | | | | $ | 625,324 | | | | | $ | 250,324 | | | | | $ | 250,324 | | | | | $ | 33.50(a) | | | | | $ | 10,992,000 | | |
2021 | | | Tony Isaac | | | | $ | 550,324 | | | | | $ | 550,324 | | | | | $ | 149,363 | | | | | $ | 149,363 | | | | | $ | 83.64(b) | | | | | $ | (16,887,000) | | |
Name |
| Number of |
|
|
| Option |
|
| Option |
| |||
Tony Isaac |
|
| 2,000 |
|
|
|
| 5.25 |
|
| 1/15/2023 |
| |
President, Chief Executive Officer, and Secretary |
|
|
|
|
|
|
|
|
|
| |||
Virland A. Johnson |
|
| — |
|
|
|
| — |
|
|
| — |
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
Name | | | Number of Securities Underlying Unexercised Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | |||||||||
Tony Isaac President, Chief Executive Officer, and Secretary | | | | | 2,000 | | | | | | 9.90 | | | | | | 5/18/2025 | | |
Virland A. Johnson Chief Financial Officer | | | | | — | | | | | | — | | | | | | — | | |
The Company uses
The Plan permits the grant of the following types of awards, in the amounts and upon the terms determined by the Administrator:
The Company uses
Name |
| Fees |
|
| Option Awards ($) |
|
| All Other |
|
| Total |
| ||||
Jon Bitar |
|
| 19,500 |
|
|
| — |
|
|
| — |
|
|
| 19,500 |
|
Richard D. Butler, Jr. |
|
| 32,500 |
|
|
| — |
|
|
| — |
|
|
| 32,500 |
|
Nael Hajjar |
|
| 15,600 |
|
|
| — |
|
|
| — |
|
|
| 15,600 |
|
Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
Jon Bitar | | | | | 18,000 | | | | | | — | | | | | | — | | | | | | 18,000 | | |
Richard D. Butler, Jr. | | | | | 30,000 | | | | | | — | | | | | | — | | | | | | 30,000 | | |
Nael Hajjar | | | | | 14,400 | | | | | | — | | | | | | — | | | | | | 14,400 | | |
Policy Prohibiting Hedging
Related Party ICG Note
Audit Committee Report
$838,000.
| August 28, 2023 | ||||
| | The Audit Committee | | ||
| | ||||
| | Richard D. Butler, Jr. (Chair) | | ||
| | | | John Bitar | |
| | | | Nael Hajjar | |
Other Matters
ANNUAL REPORT
| ||||||||
By Order of the Board of Directors | | | | | | | | |
| ||||||||
/s/ Tony Isaac | ||||||||
Tony Isaac, Secretary | | | | | | |||
| August 28, 2023 | | | | | |
October 6, 2022
JanOne, Inc. Annual MeetingCompany’s Board of Stockholders Please make your marks like this: THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2 AND 3 PROPOSAL YOUR VOTE BOARD OF DIRECTORS RECOMMENDS 1. Election of Directors FOR WITHHOLD 1.01Directors; Nominees:1c. Nael Hajjar1a. Tony Isaac FOR 1.02Isaac1d. John Bitar1b. Richard D. Butler, Jr. FOR 1.03 John Bitar FOR 1.04 Nael Hajjar FOR FOR AGAINST ABSTAIN 2.Butler2. To hold an advisory voteapprove the Company’s 2023 Equity Incentive Plan (the “2023 Plan”);3. To approve, pursuant to approve named executive officer compensation. FOR 3.Nasdaq Listing Rule 5635(a), of the issuance of shares of our common stock upon conversion of Series S Convertible Preferred Stock in excess of 20% of our common stock outstanding, which proposal we refer to as the “Nasdaq Preferred Stock Conversion Proposal”;4. To ratify the appointment of WSRP, LLCHudgens CPA, PLLC (“Hudgens”), as the Company’s independent registered public accounting firm for fiscal year 2023;5. To consider and vote upon a proposal to adjourn the 2022 fiscal year. FOR 4.Annual Meeting, if necessary or appropriate, which proposal we refer to as the “Adjournment Proposal”; and6. To transact such other business as may properly come before the meeting andAnnual Meeting or any adjournments thereof. Check here if you would likeadjournment or postponement of the meeting.ForForFor Prefer to attend the meeting in person. Authorized Signatures - Mustreceive an email instead? While voting on www.ProxyVote.com, be completed for your instructionssure to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature {if held jointly} Dateclick “Delivery Settings”.
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