GLOBAL CASINOS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERSUNITED STATES
TO BE HELD JANUARY 5, 2007SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
The Annual Meeting
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of Shareholdersthe
Securities Exchange Act of Global Casinos, Inc. (the "Company"1934 (Amendment No. ) will be held at 1507 Pine Street, Boulder, CO 80302 on January 5, 2007 at 10:00 o'clock a.m. local time for
Filed by the purpose of considering and voting uponRegistrant [X]
Filed by a Party other than the following:Registrant [ ]
Check the appropriate box:
Preliminary Proxy Statement | ||
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[X] | Definitive Proxy Statement | |
Definitive Additional Materials | ||
Soliciting Material Under Rule 14a-12 |
GLOBAL HEALTHCARE REIT, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X | No fee required. |
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1) | Title of each class of securities to which transaction applies: | |
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Information relating to the above matters is set forth in the accompanying Proxy Statement. Only holders of outstanding shares of the Company's common stock of record at the close of business on November 30, 2006 will be entitled to vote at the meeting or any adjournment thereof.
A copy of the Company's Annual Report to Shareholders, including financial statements for the year ended June 30, 2006, is being mailed to shareholders concurrently with our Proxy Statement.
Shareholders are cordially invited to attend the meeting in person.
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT WOULD BE APPRECIATED IF YOU WOULD PROMPTLY FILL IN, SIGN AND DATE THE ENCLOSED PROXY STATEMENT AND RETURN IT IN THE ENCLOSED STAMPED ENVELOPE. Any proxy may be revoked at any time before it is voted by written notice mailed or delivered to the Secretary, by receipt or a proxy properly signed and dated subsequent to an earlier proxy, and by revocation of a written proxy by request in person at the Annual Meeting of Shareholders. If not so revoked, the shares represented by the proxy will be voted in accordance with your instruction on the proxy form.
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GLOBAL CASINOS, INC.
PROXY SOLICITED ON BEHALF OF THE COMPANY
The undersigned hereby constitutes and appoints Clifford L. Neuman or ____________________________ (SEE NOTE BELOW) or either of them acting in the absence of the other, with full power of substitution the true and lawful attorneys or attorney and proxies of the undersigned to attend the Annual Meeting of the Shareholders of Global Casinos, Inc (the "Company") to be held at 1507 Pine Street, Boulder, CO 80302 on January 5, 2007 at 10:00 o'clock a.m. local time, or any adjournment or adjournments thereof, and vote all the shares of the Company standing in the name of the undersigned with all the powers the undersigned would possess if present at said meeting.
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GLOBAL HEALTHCARE REIT, INC.
d/b/a SELECTIS HEALTH, INC.
8480 E. Orchard Road, Suite 4900
Greenwood Village, Colorado 80111
PROXY STATEMENT
For Annual Meeting of Stockholders
To Be Held May 24, 2021
Solicitation of Proxies:
This Proxy Statement is furnished in connection with solicitation of Proxies on behalf of the Board of Directors of Global Healthcare REIT, Inc., d/b/a Selectis Health, Inc. (the “Company”) to be voted at the annual meeting of stockholders (the “Meeting”) to be held on the 24th day of May, 2021 beginning at 11:00 A.M., Mountain Time.
Due to the COVID-19 pandemic, we will conduct the annual meeting exclusively on the Internet through a portal at: www.virtualshareholdermeeting.com/GBCS2021. The Internet portal will be interactive and live. You will not be able to attend the annual meeting by Internet or in any other manner.
At the Meeting, the stockholders will be asked to consider and vote upon:
(i) | a proposal to elect four (4) nominees as directors of the Company; | |||
(ii) | to ratify the selection of Malone Bailey LLP as the Company’s independent registered public accounting firm for the current fiscal year ending December 31, 2021; | |||
(iii) | to conduct a nonbinding advisory vote on executive officer compensation; | |||
(iv) | to conduct a nonbinding advisory vote on the frequency of nonbinding advisory votes on executive officer compensation in the future; | |||
(v) | to ratify and approve the Company’s proposed Second Amended and Restated Articles of Incorporation in the form attached to this Proxy Statement which will include: | |||
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(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name below)
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(vi) | to approve the implementation of a reverse split (“Reverse Split”) of the Company’s issued and outstanding Common Stock by a ratio of up to one-for-twelve (1-for-12) as determined in the sole discretion of the Board of Directors; | ||||
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UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2 & 3 AND IN THE DISCRETION OF THE PERSON HOLDING THE PROXY FOR ANY OTHER BUSINESS.
(NOTE: Should you desire to appoint a proxy other than the management designees named above, strike out the names of management designees and insert the name of your proxy in the space provided above. Should you do this, give this proxy card to the person you appoint instead of returning the proxy card to the Company.)
(PLEASE DATE, SIGN AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.)
Receipt is acknowledged of Notice of Annual Meeting and Proxy Statement for the meeting.
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GLOBAL CASINOS, INC.
5455 Spine Road, Suite “C”
Boulder, CO 80301
PROXY STATEMENT
The Board of Directors unanimously recommends that the stockholders vote FOR
ANNUAL MEETING OF SHAREHOLDERS
all nominees as directors and IN FAVOR of all Proposals.
This Proxy Statement is being furnished to the shareholders of Global Casinos, Inc. (respectively, the "Global Shareholders" and "Global" or the "Company") in connection with the solicitation by Global of proxies to be used at the Annual Meeting of Global Shareholders on January 5, 2007 (the "Annual Meeting"), at the time, place and for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders, and at any adjournment thereof. When the accompanying proxy is properly executed and returned, the shares of common stock it represents will be voted at the Annual Meeting, and where a choice has been specified on a proxy, will be voted in accordance with such specification. If no choice is specified on a proxy, the shares it represents will be voted
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according to the judgment of the persons named in the enclosed proxies as to any other action which may properly come before the Annual Meeting or any adjournment thereof.
In the event the Annual Meeting is, for any reason, adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the Annual Meeting. At the adjourned meeting, any business may be transacted which might have been transacted at the original Annual Meeting.
ANY PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED BY WRITTEN NOTICE MAILEDEMAILED OR DELIVERED TO THE SECRETARY, BY RECEIPT OF A PROXY PROPERLY SIGNED AND DATED SUBSEQUENT TO AN EARLIER PROXY, AND BY REVOCATION OF A WRITTEN PROXY BY REQUEST IN PERSON AT THE ANNUAL MEETING OF SHAREHOLDERS.PERSON. IF NOT SO REVOKED, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS ON THE PROXY FORM.
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This Statement is beingwill be mailed on or about December 4, 2006, to Global Shareholdersour Stockholders eligible to vote at the Annual Meeting. ConcurrentlyMeeting on or about April 20, 2021 and may also be accessed together with all Proxy Materials on our website at www.proxyvote.com.
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IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
MAY 24, 2021
Proxy materials for our 2021 Annual Meeting of Shareholders are available on the mailingInternet. The Notice of thisthe 2021 Annual Meeting of Shareholders, Proxy Statement, Global is furnishing to its shareholders Global’sProxy Card and the Company’s Annual Report on Form 10-KSB10-K for its fiscalthe year ended June 30, 2006.
December 31, 2020 (“Proxy Materials”) can be accessed at the Company’s website:
Global
www.proxyvote.com
On this site, you will be able to access these Proxy Materials and any amendments or supplements to these Proxy materials that are required to be furnished to stockholders. Information contained on or connected to our website is bearing all costs of soliciting proxies,not incorporated by reference into this proxy statement and expressly reserves the right to solicit proxies otherwise than by mail. The solicitation of proxies by mail mayshould not be followed by telephone, telegraph or other personal solicitations of certain Global Shareholders and brokers by one or more of the Directors or by Officers or employees of Global. Global may request banks and brokers or other similar agents or fiduciaries for the voting instructions of beneficial owners and reimburse the expenses incurred by such agents or fiduciaries in obtaining such instructions. As of the dateconsidered a part of this mailing, however, Global has not madeproxy statement or any contracts or arrangements for such solicitations; hence they cannot identify any parties or estimateother filing that we file with the cost of such solicitation.
United States Securities and Exchange Commission (“SEC”).
Only Global Shareholders
In accordance with SEC rules, our shareholders of record as ofat the close of business on November 30, 2006 (the "Record Date"April 8, 2021 (“Record Date”), will be entitledmailed the packet of Proxy Materials on or about April 20, 2021. The Notice contains instructions on how to access our Proxy Materials and vote.
ALTERNATIVE VOTING PROCEDURES
In addition to voting by Internet at the time of our Annual Meeting and mailing the attached Proxy Card to the Company, stockholders will also be able to vote atby using the Annual Meeting. Representation of a majority of Global’s shares of common stock outstandinginternet or by telephone.
To vote by Internet, log onto www.investorvote.com and follow steps outlined on the Global Record Date, either in person or by proxy, constitutes a quorum for the Annual Meeting. When a quorum is present, thesecure website.
To vote by a plurality oftelephone, call toll free 1-800-690-6903 and follow instructions provided by the shares represented at the Meeting shall decide the election of directors; and on all other matters, a proposal will be ratified if votesrecorded message.
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GENERAL MATTERS
Why did I receive these proxy materials?
You received these proxy materials from us in favor of the proposal are greater than votes against the proposal. As of the Record Date, Global had outstanding 5,152,907 shares of common stock,connection with each share being entitled to one vote.
THE ANNUAL MEETING
The Board is furnishing this Proxy Statement and the accompanying proxy to shareholders of Global as part of the solicitation of proxies for useby our Board to be voted at the Meeting. This Proxy Statement andannual meeting because you owned shares of our common stock as of April 8, 2021. We refer to this date as the enclosed form of proxy are first being mailed to the shareholders of Global on or about December 4, 2006.
Date, Time and Place of Meeting
record date.
The Meeting will be held
This proxy statement contains important information for you to consider when deciding how to vote your shares at Temple-Bowron House, 1507 Pine Street, Boulder, CO 80302 on January 5, 2007 at 10:00 a.m. local time.
Matters to be Considered
the annual meeting. Please read this proxy statement carefully.
TheWhat is the purpose of the Meeting is to consider and voteannual meeting?
At the annual meeting, our stockholders will act upon the following matters:matters outlined in the notice of meeting on the cover of this proxy statement, including;
| a proposal to elect four (4) nominees as directors of the Company; there will be one nominee to serve as a Class I director; one nominee to serve as a Class II director; and two | |
| (ii) | to ratify |
| (iii) | to conduct a nonbinding advisory vote on executive officer compensation; |
(iv) | to conduct a nonbinding advisory vote on the frequency of nonbinding advisory votes on executive officer compensation in the future; | |
(v) | to ratify and approve the Company’s proposed Second Amended and Restated Articles of Incorporation in the form attached to this Proxy Statement which will include: |
a. | a provision to change the name of the Company to “Selectis Health, Inc.” | |
b. | a provision to increase the Company’s authorized capital stock to consist of 800,000,000 shares of Class A Voting Common Stock, par value $0.05 per share, 200,000,000 shares of Class B Non-Voting Common Stock, par value $0.05 per share, and 500,000,000 shares of preferred stock, $0.01 par value per share. | |
c. | a provision to authorize three classes of directorships with staggered terms. |
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(vi) | to approve the implementation of a reverse | |
(vii) | to ratify and approve the Company’s 2021 Equity Incentive Plan and to authorize up to | |
(viii) | and any other business as may properly come before the Meeting or any adjournment thereof (collectively, the “Proposals”). |
The stockholders of the Company have no appraisal rights in connection with any of the proposals described herein.
Management of Global does not know ofHow many votes must be present to hold the annual meeting?
A quorum must be present at the annual meeting for any other matterbusiness to be brought beforeconducted. A quorum is the Meeting other than as referred to in this Proxy Statement. If any other business should properly come before the Meeting, the persons named in the proxy will vote upon those matters in their discretion.
Record Date and Outstanding Shares
The Board has fixed the close of business on November 30, 2006, as the Record Date for determining shareholders entitled to notice of and to votepresence at the Meeting.annual meeting, by internet connection or by proxy, of the holders of at least one-third of the shares of common stock issued and outstanding on the record date. As of the Record Date,record date, there were approximately 1,200 shareholders of record of Global common stock and5,152,90726,866,379 shares of Globalour common stock outstanding and entitled to vote with each share entitled to one vote.
Quorum
Theat the annual meeting. Consequently, the presence in personat the annual meeting, by internet connection or by properly executed proxy, of the holders of at least 8,955,460 shares of common stock is required to establish a majority ofquorum for the votes entitled to be castannual meeting. Proxies that are voted “FOR ALL NOMINEES,” “WITHHOLD AUTHORITY FOR ALL NOMINEES,” “FOR ALL EXCEPT,” “FOR” or “AGAINST” on a matter are treated as being present at the Meeting is necessaryannual meeting for purposes of establishing a quorum and are also treated as shares “represented and voting” at the annual meeting with respect to constitute a quorum. such matter.
Abstentions are counted for purposes of determining the presence or absence of a quorum for the transaction of business. Additionally, shares held by a broker, bank or other nominee for which the nominee has not received voting instructions from the record holder and does not have discretionary authority to vote the shares on certain proposals (which are considered “broker non-votes” with respect to such proposals) will be treated as shares present for quorum purposes. The effect of abstentions and broker non-votes on each proposal is set forth in more detail under “What vote is required to approve each proposal discussed in this proxy statement, and how are my votes counted?”
What is a proxy?
A proxy is your legal designation of another person to vote the shares that you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. Our Board has appointed Lance Baller, referred to as the proxy holder, to serve as proxy for the annual meeting.
Who is participating in this proxy solicitation, and who will pay for its cost?
We will bear the entire cost of soliciting proxies. In addition to this solicitation, our directors, officers and other employees may solicit proxies by use of telephone, facsimile, electronic means, by Internet or otherwise. These persons will not receive any additional compensation for assisting in the solicitation, but may be reimbursed for reasonable out-of-pocket expenses in connection with the solicitation. We will also reimburse brokerage firms, nominees, fiduciaries, custodians and other agents for their expenses in distributing proxy material to the beneficial owners of our common stock.
Could other matters be decided at the annual meeting?
When this proxy statement was filed as a Definitive Proxy Statement, we did not know of any matters to be raised at the annual meeting other than those referred to in this proxy statement. For any other matter that properly comes before the annual meeting, the proxy holders will vote as recommended by our Board or, if no recommendation is given, in their own discretion.
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What is the difference between holding shares as a stockholder of record and as a beneficial stockholder?
If your shares are registered directly in your name with our transfer agent, Equiniti Stock Transfer & Trust Company, you are a stockholder of record of these shares, and you are receiving these proxy materials directly from us. As the stockholder of record, you have the right to mail your proxy directly to us or to vote by Internet at the annual meeting.
Most of our stockholders hold their shares in a stock brokerage account or through a bank or other holder of record rather than directly in their own name. If your shares are held in a brokerage account, by a bank or other holder of record, commonly referred to as being held in “street name,” you are the beneficial owner of these shares and these proxy materials are being forwarded to you by that custodian. See “How do I vote my shares?” below for a discussion of the effect of holding shares of record and as a beneficial stockholder on non-discretionary and discretionary items.
How many votes do I have?
You are entitled to one vote for each share of common stock that you owned on the record date on all matters considered at the annual meeting.
Why did I receive a notice regarding the availability of proxy materials on the Internet?
Rules adopted by the Securities and Exchange Commission (the “SEC”) allow us to provide access to our proxy materials over the Internet. All stockholders will have the ability to access the proxy materials on the website at www.proxyvote.com. Instructions on how to access the proxy materials or to request a printed copy may be found in the Notice.
We also intend to mail the Proxy Materials to all stockholders of record entitled to vote at the Annual Meeting on or about April 20, 2021.
How do I attend the Annual Meeting?
This year’s Annual Meeting will be held entirely online due to the public health concerns regarding the COVID-19 outbreak. You will not be able to attend the Annual Meeting in person. The meeting will be held virtually on May 24, 2021 at 11:00 a.m. Mountain Time. via live audio-only webcast at www.virtualshareholdermeeting.com/GBCS2021 To attend the meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Online check-in will begin at 7:30 a.m. Pacific Time and you should allow ample time for the check-in procedures.The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. Information on how to vote by Internet before and during the Annual Meeting is discussed below.
How do I ask questions at the virtual Annual Meeting?
During the Annual Meeting, you may only submit questions in the question box provided at www.virtualshareholdermeeting.com/GBCS2021. We will respond to as many inquiries at the Annual Meeting as time allows.
What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual Annual Meeting audio-only webcast during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting website log-in page.
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What if I cannot virtually attend the Annual Meeting?
You may vote your shares electronically before the meeting by Internet, by proxy or by telephone as described below. You do not need to access the Annual Meeting audio-only webcast to vote if you submitted your vote via proxy, by Internet or by telephone in advance of the Annual Meeting.
How do I vote?
If you are a stockholder of record, you may vote by Internet before or during the Annual Meeting, by telephone or by proxy. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted.
● | To vote using the proxy card, simply complete, sign, date and return the proxy card pursuant to the instructions on the card. If you return your signed proxy card before the Annual Meeting, we will vote your shares as directed. |
● | To vote over the telephone, dial toll-free 800 690-6903 )using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice. Your telephone vote must be received by 11:59 p.m. Mountain Time on May 24, 2021 to be counted. |
● | To vote through the Internet before the meeting, go to www.proxyvote.com and follow the on-screen instructions. Your Internet vote must be received by 11:59 p.m., Mountain Time on May 24, 2021 to be counted. |
● | To vote through the Internet during the meeting, please visit www.virtualshareholdermeeting.com/GBCS2021 and have available the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials. |
If your shares are held in “street name” by your broker or bank, you will receive a proxy card with this proxy statement. Like shares held of record, you may virtually vote your shares held in street name by Internet at the annual meeting or by signing and dating the enclosed proxy card.
As a beneficial owner, you must provide voting instructions to your broker, bank or other nominee by the deadline provided in the materials you receive from your broker, bank or other nominee. Whether your shares can be voted by such person depends on the type of item being considered for vote:
● | Non-discretionary items. The election of directors, advisory vote on compensation and frequency of advisory vote, approval of Second Amended and Restated Articles of Incorporation, the Reverse Split and the Equity Incentive Plan are non-discretionary items (each a “Non-Discretionary Item” and collectively “Non-Discretionary Items”) and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners. Thus, if you hold your shares in street name and you do not instruct your broker or bank how to vote on the Non-Discretionary Items, no votes will be cast on your behalf regarding these proposals. | |
● | Discretionary items. The ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2021, is a discretionary item. |
Brokers, banks and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal at their discretion.
If you vote by granting a proxy, the proxy holders will vote the shares of which you are the stockholder of record in accordance with your instructions. If you submit a proxy without giving specific voting instructions, the proxy holders will vote those shares as recommended by our Board.
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Can I change my vote after I return my proxy card?
Yes. Even after you have returned your proxy card, you may revoke your proxy at any time before it is exercised by (i) submitting a written notice of revocation to our Corporate Secretary by email to clneuman@neuman.com, (ii) emailing in a new proxy card bearing a later date or (iii) virtually attending the annual meeting and voting by Internet, which suspends the powers of the proxy holder.
What vote is required to approve each proposal discussed in this proxy statement, and how are my votes counted?
Election of Directors. The affirmative vote of a plurality of the votes of the shares represented at the annual meeting, by Internet or by proxy, and entitled to vote on the election of directors is required for the election of directors. In the vote on the election of four director nominees identified in this proxy statement, you may vote:
● | “FOR ALL” director nominees; | |
● | “WITHHOLD AUTHORITY FOR ALL” director nominees; or | |
● | “FOR ALL EXCEPT” either director nominee. |
Votes marked “WITHHOLD AUTHORITY FOR ALL” and “FOR ALL EXCEPT” will be counted for purposes of determining the presence or absence of a quorum but have no effect on the outcome of election of directors.
Ratification of Appointment of Independent Registered Public Accounting Firm. The affirmative vote of the holders of a majority of the shares represented at the annual meeting, by Internet or by proxy, and entitled to vote on this proposal is required for approval. In the vote to ratify the appointment of Malone Bailey LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021, you may vote:
● | “FOR;” | |
● | “AGAINST;” or | |
● | “ABSTAIN.” |
Votes marked “ABSTAIN” will be counted for purposes of determining the presence or absence of a quorum and will have the same effect as a vote “AGAINST” the proposal. However, broker non-votes, which will be counted for purposes of determining the presence or absence of a quorum, will have no legal effect on the outcome of this proposal.
Compensation of the Company��s Principal Officers “SAY ON PAY”. In this non-binding advisory vote shareholders are asked to vote FOR or AGAINST the current compensation practices and policies as they apply to the Company’s Principal Officers, and as more fully described in the body of this document. The results of the vote will be taken under advisement by the Board in its future consideration and development of the Company’s compensation practices, you may vote:
● | “FOR;” or | |
● | “AGAINST;” |
Broker non-votes, which will be counted for purposes of determining the presence or absence of a quorum, will have no legal effect on the outcome of this proposal.
Frequency of “SAY ON PAY” votes. The affirmative vote of the holders of a majority of the shares represented at the annual meeting, by Internet or by proxy, and entitled to vote on this proposal is required to set a one, two or three year interval between shareholder “SAY ON PAY” votes. You may vote:
● | “FOR;” a one, two or three year interval; or | |
“ABSTAIN” |
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Ratification of Second Amended and Restated Articles of Incorporation. The affirmative vote of the holders of a majority of the shares represented at the annual meeting, by Internet or by proxy, and entitled to vote on this proposal is required for approval. In the vote to ratify the adoption of the Second Amended and Restated Articles of Incorporation, you may vote:
● | “FOR;” | |
● | “AGAINST;” or | |
● | “ABSTAIN.” |
Votes marked “ABSTAIN” will be counted for purposes of determining the presence or absence of a quorum and will have the same effect as a vote “AGAINST” the proposal. However, broker non-votes, which will be counted for purposes of determining the presence or absence of a quorum, will have no legal effect on the outcome of this proposal.
Ratification of Reverse Stock Split. The affirmative vote of the holders of a majority of the shares represented at the annual meeting, by Internet or by proxy, and entitled to vote on this proposal is required for approval. In the vote to ratify the Reverse Stock Split, you may vote:
● | “FOR;” | |
● | “AGAINST;” or | |
● | “ABSTAIN.” |
Votes marked “ABSTAIN” will be counted for purposes of determining the presence or absence of a quorum and will have the same effect as a vote “AGAINST” the proposal. However, broker non-votes, which will be counted for purposes of determining the presence or absence of a quorum, will have no legal effect on the outcome of this proposal.
Ratification of 2021 Equity Incentive Plan. The affirmative vote of the holders of a majority of the shares represented at the annual meeting, by Internet or by proxy, and entitled to vote on this proposal is required for approval. In the vote to ratify the 2021 Equity Incentive Plan, you may vote:
● | “FOR;” | |
● | “AGAINST;” or | |
● | “ABSTAIN.” |
Votes marked “ABSTAIN” will be counted for purposes of determining the presence or absence of a quorum and will have the same effect as a vote “AGAINST” the proposal. However, broker non-votes, which will be counted for purposes of determining the presence or absence of a quorum, will have no legal effect on the outcome of this proposal.
May I propose actions for consideration at the next annual meeting of stockholders or nominate individuals to serve as directors?
You may submit proposals for consideration at future stockholder meetings, including director nominations. Please see “Submission of Stockholder Proposals and Other Deadlines for the 2022 Annual Meeting of Stockholders” for more details.
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What is “householding,” and how does it affect me?
The SEC has implemented rules regarding the delivery of proxy materials to households. This method of delivery, often referred to as householding, permits us to send a single annual report and/or a single proxy statement to any household at which two or more different stockholders reside where we believe the stockholders are members of the same family or otherwise share the same address or where one stockholder has multiple accounts. In each case, the stockholder(s) must consent to the householding process. Under the householding procedure, each stockholder continues to receive a separate notice of any meeting of stockholders and proxy card. Householding reduces the volume of duplicate information our stockholders receive and reduces our expenses. We may institute householding in the future and will notify our registered stockholders who will be affected by householding at that time.
Many brokers, banks and other holders of record have instituted householding. If you or your family has one or more street name accounts under which you beneficially own our common stock, you may have received householding information from your broker, bank or other holder of record in the past. Please contact the holder of record directly if you have questions, require additional copies of this proxy statement or our 2020 annual report to stockholders or wish to revoke your decision to household and thereby receive multiple copies. You should also contact the holder of record if you wish to institute householding. These options are available to you at any time.
Where may I obtain additional information about the Company or about the annual meeting?
We refer you to our annual report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC, on March 31, 2021. The annual report is not part of the proxy solicitation material.
If you would like to receive any additional information, please contact our Corporate Secretary at clneuman@neuman.com.
Record Date and Outstanding Shares:
The Board of Directors has fixed the close of business on April 8, 2021, as the record date for the determination of holders of shares of outstanding capital stock entitled to notice of and to vote at the Meeting. On April 8, 2021 there were outstanding 26,866,379 shares of common stock, $0.05 par value held by stockholders entitled to vote at the meeting.
Voting Proxies:
A proxy card accompanies this Proxy Statement. All properly executed proxies that are not revoked will be voted at the Meeting, and any postponements or adjournments thereof, in accordance with the instructions contained therein. Proxies containing no instruction regarding the Proposals specified in the form of proxy will be voted for all nominees as directors and in favor of the Proposals. The Meeting may be adjourned and additional proxies solicited, if the vote necessary to approve a Proposal has not been obtained. Any adjournment of the Meeting will require the affirmative vote of the holders of at least a majority of the shares represented, whether by Internet or by proxy, at the Meeting (regardless of whether those shares constitute a quorum).
A stockholder who has executed and returned a proxy may revoke such proxy at any time before it is voted at the Meeting by executing and returning a proxy bearing a later date, by filing written notice of such revocation with the Secretary of the Company stating the proxy is revoked, or by attending the Meeting and voting by Internet. Mere attendance at the Meeting will not revoke a properly executed proxy.
Quorum and Required Vote:
Quorum: The holders of one-third of the shares of Common Stock issued and outstanding on the Record Date and entitled to vote at the Meeting shall constitute a quorum of the transactions of business at the Meeting. Shares of Common Stock present by Internet or represented by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum exists at the Meeting. Broker non-votes will not be considered present at the meeting for purposes of determining a quorum.
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Required Vote
Required Vote: At the Meeting, the holders of Common Stock on the Record Date will be entitled to one vote per share on each matter of business properly brought before the Meeting including one vote per share on each of the nominees for director and the Proposals.
Holders of Common Stock have the right to elect four (4) members of the Board of Directors, as proposed in the “Director Election Proposal.” Every holder of Common Stock on the Record Date shall have the right to vote, by Internet or by proxy, the number of shares of Common Stock owned, for as many persons as there are directors to be elected at that time. Cumulative voting in the election of directors is not permitted. Directors will be elected by a plurality of the votes of the shares present at the meeting either in person or represented by proxy and entitled to vote oncast for the election of directors. On all
All other matters presented to abe approved will require the affirmative vote of a majority of the shareholdersshares represented and voted at the Meeting, a Proposal will be deemed ratified and adopted if it receives more votes in favor of such proposal than are cast against such Proposal. meeting.
Abstentions will have the legal effect of a withheld vote in the election of Directors; abstentions will have the legal effect of a
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vote against a Proposal on all other matters. With respect to a broker non-vote on the Proposal, such shares will not be considered present at the Meeting, andBroker non-votes will not be counted inas votes either “for” or “against” any matter coming before the voting with respect to such matter.
Meeting.
TheVotes by Directors, Officers, and Affiliates: At the Record Date, directors, officers, and affiliates of the Company had the right to vote through proxy, beneficial ownership or otherwise 4,556,071 shares of Common Stock, or 17% of the issued and outstanding Common Stock. The Company has been advised that the directors, officers, and affiliates of Global have indicated that theythe Company intend to vote their sharesFORall nominees for director and IN FAVOR each director. These individuals own shares representing a total of 441,694 shares, or approximately 8.6%all other Proposals described in this Proxy Statement. All these directors, officers, and affiliates of the total number of shares of Global common stock outstanding as of the Record Date.
Proxies
All shares of common stock represented at the Meeting either in person or by properly executed proxies received prior to or at the Meeting and not duly and timely revokedCompany will be voted at the Meeting in accordance with the instructions in such proxies. If no such instructions are indicated, such shares will be voted in favor of all the proposals and,have an interest in the discretionelection of the proxyholder as to any other matter which may be incidental to the Meeting as may properly come before such Meeting. Global knows of no other matters other than as described in the Notice of Annual Meeting that are to come before the Meeting. If any other matter or matters are properly presented for action at the Meeting, the persons named in the enclosed form of proxydirectors.
Proxy Solicitation and acting thereunder will have the discretion to vote on such matters in accordance with their best judgment, including any adjournment or postponement of the Meeting, unless such authorization is withheld.Expenses:
A shareholder who has given a proxy may revoke it at any time prior to its exercise by: (i) giving written notice thereof to the Secretary of Global at our principal executive offices at or prior to the taking of the vote at the Meeting; (ii) signing and returning to the Secretary of Global at our principal executive offices a later dated proxy prior to the taking of the vote; or (iii) voting in person at the Meeting; however, mere attendance at the Meeting will not itself have the effect of revoking the proxy.
Solicitation of Proxies; Expenses
The costs of filing and printing this Proxy Statement and the materials used in this solicitation will be borne by Global. In addition to solicitationthe Company. Solicitation of Proxies may be made by mail theby directors, officers and employees of Globalthe Company. In addition to the use of the mails, proxies may solicit proxies from shareholdersbe solicited by personal interview, telephone, orfacsimile, telegraph, and by directors, officers and regular employees of the Company, without special compensation therefore; except that directors, officers and employees of the Company may be reimbursed for out-of-pocket expenses in person. Arrangementsconnection with any solicitation of proxies. The Company will also be made withrequest banking institutions, brokerage houses and otherfirms, custodians, trustees, nominees, and fiduciaries to forward solicitation material to Global shareholders. Global maythe beneficial holders or owners of Common Stock held of record by such persons, and the Company will reimburse these custodians, nominees,reasonable forwarding expenses upon the request of such record holders.
Although the Company does not anticipate retaining a proxy solicitation firm to aid in solicitation of Proxies from its stockholders, if such a firm is retained, it would be paid customary fees and fiduciarieswould be reimbursed for their reasonable out-of-pocket expenses incurred.expenses.
YOU SHOULD NOT SEND STOCK CERTIFICATES WITH YOUR PROXY CARD.
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SUMMARYSECURITY OWNERSHIP OF PROPOSALS TO BE DECIDED AT THE ANNUAL MEETING
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following summary only highlights selectedtable sets forth information from this documentwith respect to beneficial ownership of our common stock by:
* | each person who beneficially owns more than 5% of the common stock; | |
* | each of our executive officers; | |
* | each of our directors and director nominees; and | |
* | all executive officers and directors as a group. |
The table shows the number of shares owned as of April 8, 2021 and may not contain allthe percentage of outstanding common stock owned as of April 8, 2021. Beneficial ownership is based on information provided to us, and the information that is importantbeneficial owner has no obligation to you. To understand each Proposal fully, you should carefully read this entire document.
1.Proposal No. 1 - Electioninform us of Directors. The Directors ofor otherwise report any changes in beneficial ownership. Except as indicated, and subject to community property laws when applicable, the Company have voted to nominate two (2) Directors for election to hold office until the next Annual Meeting of the Shareholders and until their successors are elected and qualified. The persons named in the accompanying formtable below have sole voting and investment power with respect to all shares of Proxy intend, in the absence of contrary instructions, to vote all proxiesFOR the election of the following nominees:common stock shown as beneficially owned by them.
Shares Beneficially Owned | ||||||||||
Title Of Class | Name & Address of Beneficial Owner | Number | Percent (1)(5) | |||||||
Common Stock | ||||||||||
Christopher R. Barker 8480 E. Orchard Road, Ste. 4900 Greenwood Village, CO. 80111 | 751,341 | 2.8 | % | |||||||
Brandon Thall 8480 E. Orchard Road, Ste. 4900 Greenwood Village, CO. 80111 | -0- | -0- | ||||||||
Clifford L. Neuman 6800 N. 79th St., Ste. 200 Niwot, CO 80503 | 991,762 (2) | 4.0 | % | |||||||
Lance Baller 8480 E. Orchard Rd., Ste. 4900 Greenwood Village, CO 80111 | 2,510,145 (3) | 9.3 | % | |||||||
Zvi Rhine 401 E. Ontario St., #2301 Chicago, Ill. 60611 | 2,402,575 (4) | 8.7 | % | |||||||
Adam Desmond PO Box 2036 Carbondale, CO 81623 | 302,823 | 1.1 | % | |||||||
All Officers and Directors as a Group (5 persons) | 4,556,071 | 17 | % |
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(3) | Includes 1,614,654 shares owned individually, 266,156 shares owned by High Speed Aggregate, Inc. of which Mr. Baller is an owner and control person, but disclaims beneficial ownership for purposes of Section 16 under the Exchange Act, 629,335 shares owned by Ultimate Investments Corp., Inc. of which Mr. Baller is an owner and control person, but disclaims beneficial ownership for purposes of Section 16 under the Exchange Act. |
(4) | Includes 1,752,575 shares owned individually which includes warrants exercisable to purchase 50,000 shares and options exercisable to purchase 600,000 shares. |
(5) | Based on 26,866,379 shares issued and outstanding on April 8, 2021. |
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PROPOSAL NO. 1:
DIRECTOR ELECTION PROPOSAL
All nominees have consented
Upon the adoption of the Second Amended and Restated Articles of Incorporation, the Board of Directors, shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The initial division of the Board of Directors into classes shall be made by the decision of the affirmative vote of a majority of all directors. Class I directors shall initially serve until the first annual meeting of stockholders following the effectiveness of the Second Amended and Restated Articles; Class II directors shall initially serve until the second annual meeting of stockholders following the effectiveness of the Second Amended and Restated Articles; and Class III directors shall initially serve until the third annual meeting of stockholders following the effectiveness of the Second Amended and Restated Articles. Commencing with the first annual meeting of stockholders following the effectiveness of the Second Amended and Restated Articles, directors of each class the term of which shall then expire shall be elected to standhold office for a three-year term and until the election and qualification of their respective successors in office. In case of any increase or decrease, from time to time, in the number of directors, the number of directors (other than Preferred Stock Directors) in each class shall be apportioned as nearly equal as possible, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.
Each of the persons nominated to hold office provided below is currently a member of the Board of Directors. Unless authority to vote in the election of directors is withheld, it is the intention of the persons named in the proxy to nominate and vote for the three persons named in the table below, each of who has consented to serve if elected. If any suchIn the event that by reason of contingencies not presently known to the Board of Directors, one or all of the nominees should be unable to serve, an event not now anticipated,become unavailable for election, the proxies will be voted for such person, if any,substitute as shall be designated by the Company’s Board of DirectorsDirectors. In completing the enclosed proxy card, if a stockholder decides to replacewithhold authority to vote for any such nominee.
2.Proposal No. 2 - Selection of Independent Registered Public Accounting Firm for the Company. The Board of Directors of the Company has approveddirector nominees, such stockholder should mark the selectionWITHHOLD box and line through such nominee(s) name in Proposal 1 of the firm of Schumacher & Associates, Inc. as independent accountants for the Company for the fiscal year ending June 30, 2007. Schumacher & Associates, Inc., examined and reported on the financial statements of the Company for the fiscal years ended June 30, 2006. Stark Winter Schenkein & Co., LLP examined and reported on the financial statements of the Company for the fiscal years ended June 30, 2005 and June 30, 2004 as well as provided services related to filings made with the Securities and Exchange Commission until June 9, 2006. The selection of Schumacher & Associates, Inc. is hereby being submitted to the shareholders for ratificati on at the Annual Meeting.
proxy card.
3. Proposal No. 3 - Approval of a Reverse Split of Outstanding Securities. The Board of
Directors of the Company has approved a proposal to implement a reverse split of all of our outstanding securities, including all issued and outstanding shares of common stock, options, warrants and other rights exercisable to purchase or convertible into shares of our equity securities. We are seeking the approval of our shareholders for a reverse split of any ratio determined by our Board of Directors, up to a maximum of one-for-five (1-for-5). The reverse split will be implemented when and as determined by our Board of Directors, in its discretion. The implementation of a reverse split of our outstanding securities requires the approval of our shareholders under applicable state statutory law.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board of Directors has voted to nominate two (2) Directors for election to hold office until their successors are elected and qualified. Each of the following nominees currently serves as a Director of our Company and has consented to be nominated to serve as a Director of the Company for the following year.
a.Nominees:
In the absence of contrary instructions, the persons named in the accompanying form of Proxy intend to vote all proxiesFOR the election of the following nominees:
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Mr. Neuman and Mr. Bloomquist are currently Directors of the Company.
b. Recommendations to Shareholders.
The Global Board of Directors believes that the election of each of the above named nominees is in the best interest of the Global Shareholders, and unanimously recommends a vote FOR Proposal No. 1.
c.Votes Required:
Directors shall be elected by a plurality of votes cast by the votes present at the meeting either in person or by proxy andshares entitled to vote onin the election of directors.
The Company's Articles of Incorporation expressly prohibit cumulative voting. Therefore, the holders of a majority of the Company's shares voting at a meeting at which a quorum is present could elect allpresent.
Directors Desmond and Neuman are “non-executive” directors, denoting that they are neither officers nor employees of the Directors. ItCompany. There are no family relationships between or among any of the directors of the Company.
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Nominees for Election at the Meeting:
Class I
Name | Age | Present Position with the Company | ||
Clifford Neuman | 72 | Director and Secretary |
Class II
Name | Age | Present Position with the Company | ||
Adam Desmond | 50 | Director |
Class III
Name | Age | Present Position with the Company | ||
Lance Baller | 47 | Director, CEO | ||
Christopher R. Barker | 53 | Director, President, COO |
Certain biographical information regarding the director nominees is expected that the proxies received by the Directors' nominees will be voted, exceptlisted below.
Lance Baller serves as a director and sole or principal shareholder of several privately owned businesses, including Baller Enterprises, Inc. from 1993 to the extentpresent (personal holding company), High Speed Mines, LLC and High Speed Aggregate, LLC (gold, sand, rock and gravel mining), RM Investments, LLC (fast food real estate), HSA Bedrock, LLC (landscape material supply) and Baller Family Foundation, Inc. (personal family foundation). He is also the co-founder, former CEO and President of Iofina plc, a technology leader in the production of iodine and iodine derivatives, where he continues to serve as Chairman. He is the former managing partner of Shortline Equity Partners, Inc. (2004 to 2010), a mid-market merger and acquisitions consulting and investment company. Mr. Baller is also the former Managing Partner of Elevation Capital Management, LLC (2005 to 2010) and is the former alternative investment hedge fund manager of the Elevation Fund. He is also a former Vice-President of Corporate Development and Communications (2003 to 2004) of Integrated Biopharma, Inc. and prior to that authority is withhelda vice-president of the investment banking firms UBS and Morgan Stanley. He was also a director of Equal Earth, Inc. (2013 to 2014). He has served on any proxy as to all or one or more individuals, to elect as Directorsnumerous boards of directors of both private and public companies, including Index Asset Management, Inc., where he has served on the following nominees, whose principal occupations during the past five (5) years, directorships and certain other affiliations and information are set forth below:
Board of Trustees since 2014.
d.Information Concerning Directors, Director Nominees and Executive Officers
Name | Age | Position | Director/Officer Since |
Clifford L. Neuman | 58 | Interim President and Director | 2002/2006 |
Pete Bloomquist | 49 | Secretary/Treasurer and Director | 2005 |
Todd Huss | 54 | Chief Financial Officer | 2006 |
___________________________
Directors and Director Nominees:
Clifford L. Neuman has been engaged as a principal in his own law firms for over 47 years, emphasizing corporate and securities law in the representation of companies in matters of corporate finance, mergers, acquisitions, reorganizations and public and private offerings. Mr. Neuman has served on the boards of directors of numerous public, private and non-profit companies and has been actively involved in the process of capital formation on behalf of his clients for many years. He is also the President of Gemini Gaming, Inc., which owns and operates a gaming casino in Blackhawk, Colorado. He currently serves as a Director and CEO of Mindfulness Peace Project, f/k/a Ratna Foundation, a non-profit charitable foundation, and a member of the Company since 1997 and Interim President since January 2006. Mr. Neuman isGoverning Council of Shambhala Mountain Center, a licensed, practicing attorney and the principalnon-profit retreat center in the law firm of Clifford L. Neuman, P.C., with offices located in Boulder,Red Feather Lakes, Colorado. Mr. Neuman received his Bachelor of Arts degree from Trinity College in 1970 and his Juris Doctorate degree from the University of Pennsylvania School of Law in 1973.
Pete Bloomquist. From July 1997 to present, Mr. Bloomquist has been employed by Bathgate Capital Partners LLC in the corporate finance group. Bathgate Capital Partners, is a full service investment bank, working with micro-cap companies. From August 1994 to June 1997 Mr. Bloomquist was a the Chief Financial Officer(1973) and a Director of Global Casinos, Inc. From May 1989 to August 1994 he was employed by Cohig & Associates, Inc. in the corporate finance group. Cohig & Associates, Inc. was a full service broker dealer. From September 1980 to May 1989 Mr. Bloomquist worked for local and national accounting firms in the area of taxation. He received his Bachelor of ScienceArts degree, magna cum laude from Trinity College, Hartford, Connecticut (1970), where he was elected to Phi Beta Kappa.
Adam Desmond is the founder and CEO of Needle Rock Capital, an investment banking firm located in Carbondale, Colorado. Prior to founding Needle Rock Capital, Mr. Desmond founded ASG Securities in 1998 that focused exclusively on small/mid-cap banks and thrift markets. In 2004 ASG Securities became FIG Partners LLC which expanded the business from a sales and trading platform to a full-service investment banking firm. Mr. Desmond assembled a team of principals at Fig Partners that raised over $2.5 billion in equity since 2007 and completed more than 95 whole bank transactions throughout the United States, with offices in Chicago, Los Angeles, San Francisco, Dallas, New Jersey and Charlotte, employing over 60 people. Mr. Desmond began his career at the Chicago Mercantile Exchange in the financial quadrant and went on to Raymond James and Associates where he helped develop a high yield fixed income department. Mr. Desmond enjoys supporting and servicing many charitable organizations, including helping fund the building of a school in the Philippines through St. Mary’s Catholic Church in Aspen, Colorado. Mr. Desmond is a graduate of the University of Wisconsin – Madison with a Bachelor of Arts in International Economics and Political Science.
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Randy Barker is a co-founder and part of the Management Group at Graphium Health, a mobile, cloud-based software platform for anesthesia related to compliance, billing, revenue cycle management, electronic data capture and operational excellence. Mr. Barker served as the CEO of Graphium Health from 2011 to 2016. Mr. Barker is also a co-founder/partner of empathiHR, launched in 2020 as a video based learning management/content management platform hybrid producing custom courses leveraging industry subject matter experts that enable businesses to manage compliance needs, and offer quality learning for their organization. He is also the co-founder/partner of HR Vids, launched in 2019 as a software platform that leverages video to assist with hiring, engagement and retention in high-turnover industries.
Randy is a graduate of Roberts Wesleyan College with a Bachelor of Arts degree in Communications, with a concentration in Business. He also volunteers with a number of charities including being a Board Member of an orphanage in Kenya, as well as working with a private Christian school in Nicaragua.
Brandon L. Thall, has over 10 years experience in the financial planning and analysis (“FP&A”) field offering proven success in creating, executing, planning and scheduling all aspects of FP&A, budget, strategic planning, business intelligence, portfolio management and regulatory compliance. From December, 2019 to August, 2020, Mr. Thall held the position of FP&A Manager at Trinidad Benham Corp. and was responsible for establishing and growing that company’s FP&A team. Prior to holding this position Mr. Thall was the Director of FP&A, Underwriting and Business Management with an emphasisIntelligence for Delta Dental of Colorado. Prior to 2015 Mr. Thall held numerous positions as a Director, Vice President and Senior Analyst positions at various high profile companies.Mr. Thall received a Bachelor of Arts degree in AccountingEconomics from Colorado State University in 2006 and a Masters of Business Administration from the University of Northern ColoradoDenver, Daniels College of Business in 1980.2010.
Each Director will be elected to serve until a successor is duly elected and qualified.
Executive Officers:
Todd Huss. Mr. Huss has been the Chief Financial Officer of the Company since January, 2006. Since 2002, Mr. Huss has performed contract accounting services for various public companies. From 1996 to 2002, he served as the Chief Financial Officer for Premier Concepts, Inc., the publicly-traded owner and operator of a national chain of specialty retail jewelry stores. From 1991 to 1995 he served as the Chief Financial Officer for Gardenswartz Sportz, Inc., a privately-held corporation which owned and operated eight full service retail sporting goods stores in New Mexico and Texas. Mr. Huss graduated from California State University-Long Beach in 1984, with a Bachelor of Science degree in business administration and professional accounting, and subsequently worked for KPMG Peat Marwick in its Los Angeles, California, and Albuquerque, New Mexico offices until 1991.
No family relationship exists between any director or executive officer.
In 1998, the Securities and Exchange Commission (the "Commission") commenced an administrative proceeding against The Rockies Fund, Inc. and its directors, Stephen G. Calandrella, Clifford C. Thygesen and Charles Powell. Until 2001, Messrs. Calandrella and Thygesen were also directors of the Company. In the administrative action, the Commission has alleged certain violations of federal securities laws and regulations by The Rockies Fund, Inc. and its directors. The allegations involve certain violations of the Investment Company Act of 1940, as amended, under which The Rockies Fund, Inc. is a regulated business development company, as well as violations of the Securities Exchange Act of 1934, as amended, and regulations thereunder arising from certain transactions in the securities of another company unrelated to the Company. The Rockies Fund, Inc. and its directors have adamantly denied any violations of federal securities laws and have informed the Company that they intend to vigorously defend the matter. In November 1998, the matter went to hearing before an administrative law judge and a preliminary finding was issued in March 2001. In its Initial Decision, the Administrative Law Judge found that the Rockies Fund and its directors, including Messrs. Calandrella and Thygesen, had violated federal securities laws. The matter is presently on appeal. While there can be no assurance of the ultimate outcome of this matter or its
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potential effect upon the Company, Management does not believe that it will have an adverse material impact.
In response to this administrative proceeding and the initial decision of the Administrative Law Judge, Messrs. Calandrella and Thygesen resigned as officers and directors of the Company. In addition, the restructuring of our gaming operations, the transfer of our gaming license from Global Casinos to Casinos, U.S.A. and other matters addressed in the Astraea Term Sheet were undertaken, in part, at the request of the Division of Gaming in response to the results of this administrative proceeding. Furthermore, the Division of Gaming requested that Messrs. Jennings and Neuman, while not involved in the administrative proceeding, resign as officers and directors of Casinos, U.S.A. due to their prior affiliations with Messrs. Calandrella and Thygesen. Effective November 1, 2002, concurrently with the transfer of the gaming license to Casinos, U.S.A., Messrs. Jennings and Neuman resigned as offi cers and directors of Casinos, U.S.A. and were replaced by Barbara Fahey and Harry Richard, persons unaffiliated with prior management of the Company.
Other than the foregoing, thereThere are no material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent (5%) of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
Except as set forth above, duringDuring the last five (5)ten (10) years, no director or officer of the Company has:
a. | had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | |
| b. | been convicted in a criminal proceeding or subject to a pending criminal proceeding; |
| c. | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or |
| d. | been found by a court of competent jurisdiction in a civil action, the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
Certain Relationships with Related Parties
Any transactions between the Company and its officers, directors, principal shareholders,stockholders, or other affiliates have been and will be on terms no less favorable to the Company than the Board of Directors believes could be obtained from unaffiliated third parties on an arms-length basis and will be approved by a majority of the Company'sCompany’s independent, outside disinterested directors.
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2.Meetings and Committees of the Board of Directors
The Board’s Role in Risk Oversight
Assessing and managing risk is the responsibility of the management of the Company. However, the Board has an active role, as a whole, and also at the committee level, in overseeing management of the Company’s risks. The Board regularly reviews information regarding the Company’s credit, liquidity and operations, as well as the risks associated with each. Under its charter, the Audit Committee reviews and discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. In addition, the Audit Committee oversees risks related to the Company’s financial statements, the financial reporting process, accounting, tax and legal matters as well as liquidity risks and guidelines, policies and procedures for monitoring and mitigating risks. The Audit Committee meets regularly in executive sessions without the Company’s independent registered public accounting firm and without management. In addition, the Audit Committee reviews and discusses with management and the Company’s independent registered public accounting firm any major issues as to the adequacy of the Company’s internal controls, any special steps adopted in light of material control deficiencies and the adequacy of disclosures about changes in internal control over financial reporting. The Audit Committee also meets with our internal controls and Sarbanes-Oxley compliance consultant, as well as our independent reserve engineering firm, and reviews related party transactions for potential conflicts of interest.
The Compensation and Nominating Committee manages risks associated with executive compensation and the independence of the Board, and meets regularly in executive sessions without management. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks.
a.Meetings of the Board of Directors
Board Meetings and Compensation
During the fiscal year ended June 30, 2006, 15December 31, 2020, meetings of the Board of Directors were held including regularly scheduled, special meetings. All meetings were held either in person, by telephone conference, or by unanimous written consent,telephonically, and were attended by 100%business of the then serving directors.
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b.Committees
The board haswas also conducted by written unanimous consent. There were eight (8) meetings of the authorityBoard during 2020. A quorum was present at all Board meetings. Directors are entitled to appoint committees to help carry out its duties. In particular, board committee's work on key issuesreimbursement of their expenses associated with attendance at such meeting or otherwise incurred in greater detail than would be possible at full board meetings. Each committee reviews the results of its meetingsconnection with the full board.discharge of their duties as a Director.
During fiscal 20062020, the entire Board of Directors assumed all responsibilities of the Audit, Compensation and Nominating Committees. The board had no formal standing committees, but mayplans to create those committees during fiscal 2007. No memberwhen it determines that those committees would be beneficial. Members of the Audit, Compensation or Nominating Committees will receive any additional compensation for his service as a member of that Committee. Committee which will be determined at the time the standing committees are established.
Director Compensation Plan
During fiscal 2014, the Board adopted the Director Compensation Plan (the “Plan”), pursuant to which each non-employee Director of the Company, whether or not independent, was entitled to an annual grant of restricted common stock in compensation for services during the year of grant, determined as follows:
1. | The grant to each Director consisted of restricted shares of common stock of the Company having a Market Value equal to $30,000. For the purposes of the Plan, “Market Value” shall mean the closing price of the Company’s common stock on its principal trading market on a date determined by the Board of Directors. | |
2. | All shares granted to Directors under the Plan vested ratably at the rate of 1/12th per month for each month of service during the year. | |
3. | Should the Company determine that it is obligated to withhold payroll taxes from the Award, the undersigned Director will consent to the Company reducing the Award to the extent necessary to satisfy such obligation. Should the Company not withhold payroll taxes, each Director receiving a grant under the Plan shall be responsible for any and all federal, state or local taxes assessed as a result of such grant and shall indemnify, defend and hold harmless the Company for any liability therefore. |
The fourth grant date was January 23, 2018, and consisted of 93,750 shares of common stock to each of the six Directors, for a total of 562,500 shares issued under the Plan for 2018. The fifth grant date was March 1, 2019 and consisted of 90,909 shares of common stock valued at $0.33 per share issued to each of Baller, Desmond and Neuman. Mr. Rhine was compensated through his Employment Agreement and did not participate in the Director Compensation Plan.
In January 2020, the Board amended the Plan to provide each non-employee director was entitled to receive annual fees of $30,000 payable in cash or stock at market value. The Plan was further amended to be fully payable 100% in cash quarterly in arrears.
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The following table summarizes director compensation paid for the year ended December 31, 2020:
DIRECTOR COMPENSATION TABLE
Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||
Lance Baller | 30,000- | $ | - | - | - | - | - | $ | 30,000 | |||||||||||||||||||
Zvi Rhine | - | $ | - | - | - | - | - | $ | - | |||||||||||||||||||
Clifford Neuman | 30,000 | $ | - | - | - | - | $ | 30,000 | ||||||||||||||||||||
Adam Desmond | 30,000 | $ | - | - | - | - | $ | 30,000 |
Director Independence
Our common stock is listed on the OTCPink inter-dealer quotation systems, which does not have director independence requirements. Nevertheless, for purposes of determining director independence, we have applied the definition set forth in NASDAQ Rule 4200(a)(15). Mr. Adam Desmond would be considered “independent” under the NASDAQ rule.
Audit Committee
The compositionBoard as a whole served as the audit committee. We intend to establish a standing audit committee in the second quarter of 2021. When established, the audit committee has not been determined.
Mr. Neuman and Mr. Bloomquist would notwill be deemed to be "independent"comprised of exclusively persons who are “independent” within the meaning of the National AssociationNYSE American, LLC’s listing standards and Item 407(a) of Securities Dealers, Inc.'s listing standards.Regulation S-K. and at least one member who qualifies as an “audit committee financial expert” within the meaning of within the meaning of Item 407(d)(5) of Regulation S-K. For this purpose, an audit committee member is deemed to be independent if he does not possess any vested interests related to those of management and does not have any financial, family or other material personal ties to management.
During the fiscal year ended June 30, 2006, the board acting as an audit committee, per se, had no meetings. The board acting in lieu of an audit committee is responsible for accounting and internal control matters. The board in lieu of an audit committee:
- | reviews with management | |
- | reviews significant accounting matters; | |
- | approves any significant changes in accounting principles of financial reporting practices; | |
- | reviews independent auditor services; and | |
- | recommends to the |
In addition to its regular activities, the committee is available to meet with the independent accountants,registered public accounting firm or controller or internal auditor whenever a special situation arises.
The Audit Committee of the Board of Directors will adopt a written charter, which, when adopted, will be filed with the Commission.
Compensation Advisory Committee
The Board as a whole served as the compensation committee. We intend to establish a standing compensation committee in the second quarter of 2021. When established, the compensation committee will be comprised of exclusively persons who are “independent” within the meaning of the NYSE American, LLC’s listing standards and Item 407(a) of Regulation S-K.
The composition of the compensation advisory committee has not been determined. The board of directors performs the duties and responsibilities of a compensation committee.
The board acting in lieu of a compensation advisory committee did not meet solely as a compensation committee during fiscal 2006.2020. The board acting in lieu of a compensation advisory committee:committee will, when established:
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Report of the Board in lieu of Audit Committee
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The members of the board of directors acting as an Audit Committee submits the following report pursuant to Item 306 or Regulation SB:
1.
The Audit Committee has reviewed and discussed the audited financial statements with management;
2.
The Audit Committee has discussed with the independent auditors the matters required to be discussed by SAS 61, as may be modified or supplemented;
3.
The Audit Committee has received the written disclosures and letter from the independent accountants required by Independence Standards Board Standard No. 1 (Independence Standard Board Standard No. 1, Independence Discussions with Audit Committees) as may be modified or supplemented, and has discussed with the independent accountant the independent accountant's independence; and
4.
Based on the review and discussions referred to in paragraphs (a)(1) through (a)(3) of this Item, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the company's Annual Report on Form 10-KSB for the last fiscal year for filing with the Commission.
BOARD OF DIRECTORS
Clifford L. Neuman
Pete Bloomquist
Nomination Process
The Board of Directors has not appointed a standing nomination committee and does not intendintends to do so during the current year.second quarter of 2021. The process of determining director nominees has been addressed by the board as a whole, which consists of twofour members. The board has not adopted a charter to govern the director nomination process.
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Of The Company intends to establish a standing Nomination Committee in the currently serving two directors, Messrs. Bloomquist and Neuman would not be deemed to be independent within the meaningsecond quarter of the National Association of Securities Dealers, Inc.'s listing standards. For this purpose, a director is deemed to be independent if he does not possess any vested interests related to those of management and does not have any financial, family or other material personal ties to management.
2021.
The board of directors has not adopted a policy with regard to the consideration of any director candidates recommended by security holders, since to date the board has not received from any security holder a director nominee recommendation. The board of directors will consider candidates recommended by security holders in the future. Security holders wishing to recommended a director nominee for consideration should contact Mr. Clifford L. Neuman,Lance Baller, President, at the Company'sCompany’s principal executive offices located in Boulder,Greenwood Village, Colorado and provide to Mr. Neuman,Baller, in writing, the recommended director nominee'snominee’s professional resume covering all activities during the past five years, the information required by Item 401 of Regulation SB,S-K, and a statement of the reasons why the security holder is making the recommendation. Such recommendation must be received by the Company before June 30, 2007.
December 31, 2021.
The board of directors believes that any director nominee must possess significant experience in business and/or financial matters as well as a particular interest in the Company'sCompany’s activities. In addition, director nominees must agree to submit themselves to the process of becoming licensed by the Colorado Division of Gaming.
All director nominees identified in this proxy statement were recommended by our President and unanimously approved by the board of directors.
Shareholder Communications
Any shareholder of the Company wishing to communicate to the board of directors may do so by sending written communication to the board of directors to the attention of Mr. Clifford L. Neuman, InterimLance Baller, President, at the principal executive offices of the Company. The board of directors will consider any such written communication at its next regularly scheduled meeting.
Any transactions between the Company and its officers, directors, principal shareholders, or other affiliates have been and will be on terms no less favorable to the Company than could be obtained from unaffiliated third parties on an arms-length basis and will be approved by a majority of the Company'sCompany’s independent, outside disinterested directors.
c.
Director Compensation
Outside members of our Board of Directors are compensated for their services through grants of shares of common stock. For their services to date, the following directors have received the following numbers of options to purchase shares of our common stock in consideration of their services:
Director | Date of Grant | Option to Purchase Shares of Common Stock | Exercise Price |
Clifford L. Neuman | August, 2004 | 100,000 | $0.10 |
Pete Bloomquist | April, 2006 | 50,000 | $1.00 |
In April, 2006, Mr. Neuman was granted options to purchase 50,000 shares of common stock at an exercise price of $1.00 in consideration of his services as Interim President.
d.
Code of Ethics
Our Board of Directors has adopted a Code of Business Conduct and Ethics for all of our directors, officers and employees.employees during the fiscal year ended June 30, 2004. We will provide to any person without charge, upon request, a copy of our Code of Business Conduct and Ethics. Such requestsrequest should be made in writing and addressed to Investor Relations, Global Casinos,Healthcare REIT, Inc., 5455 Spine Road, Suite “C”, Boulder CO 80301.at the Company’s principal executive offices located in Greenwood Village, Colorado. Further, our Code of Business Conduct and Ethics was filed as an exhibit to our annual reportAnnual Report on Form 10KSB10-KSB for the fiscal year ended June 30, 2004 and can be viewed atreviewed on the website maintained by the SEC website located at www.sec.gov.
www.SEC.gov.
3.Remuneration and Executive Compensation
The following tables and discussion set forth information with respectThere are no material proceedings to all plan and non-plan compensation awarded to, earned bywhich any director, officer or paidaffiliate of the Company, any owner of record or beneficially of more than five percent (5%) of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Chief Executive Officer ("CEO"), andCompany or any of its subsidiaries or has a material interest adverse to the Company's four (4) most highly compensated executive officers other than the CEO, for all services rendered in all capacities toCompany or any of its subsidiaries.
Any transactions between the Company and its subsidiaries for eachofficers, directors, principal shareholders, or other affiliates have been and will be on terms no less favorable to the Company than could be obtained from unaffiliated third parties on an arms-length basis and will be approved by a majority of the Company's last three (3) completed fiscal years; provided, however,Company’s independent, outside disinterested directors.
Indemnification and Limitation on Liability of Directors
The Company’s Articles of Incorporation provide that the Company shall indemnify, to the fullest extent permitted by Utah law, any director, officer, employee or agent of the corporation made or threatened to be made a party to a proceeding, by reason of the former or present official of the person, against judgments, penalties, fines, settlements and reasonable expenses incurred by the person in connection with the proceeding if certain standards are met. At present, there is no disclosure has been made forpending litigation or proceeding involving any executivedirector, officer, other than the CEO, whose total annual salary and bonus does not exceed $100,000.
SUMMARY COMPENSATION TABLE | |||||
| Annual Compensation | Long Term Compensation | |||
Name and Principal Position | Fiscal Year | Salary($) | Other Annual Compensation ($)(2) | Options SAR (#) | |
Clifford L. Neuman Interim President | 2006 | $-0-(1) | $-0- | 50,000 | |
Frank L Jennings, President & Chief Financial Officer | 2005 | $53,113 | $-0- | -0- | |
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Company Stock Incentive Plans
In 1993, the Board of Directors and the Shareholdersemployee or agent of the Company adoptedwhere indemnification will be required or permitted. Insofar as indemnification for liabilities arising under the Global Casinos, Inc., Stock Incentive Plan (the "Incentive Plan"). The Incentive Plan allows the CompanySecurities Act of 1933 may be permitted to grant incentive stock options non-qualified stock options and/or stock purchase rights (collectively "Rights") todirectors, officers employees, former employees and consultantscontrolling persons of the Company and its subsidiaries. Options grantedpursuant to eligible participants may take the form of Incentive Stock Options ("ISO's") under Section 422foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Internal Revenue CodeCommission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
The Company’s Articles of 1986, as amended (the "Code") or options which do not qualify as ISO's ("Non-Qualified Stock Options" or "NQSO's"). As requiredIncorporation limit the liability of its directors to the fullest extent permitted by
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Section 422 the Utah Business Corporation Act. Specifically, directors of the Code,Company will not be personally liable for monetary damages for breach of fiduciary duty as directors, except for (i) any breach of the aggregate fair market value (as definedduty of loyalty to the Company or its stockholders, (ii) acts or omissions not in good faith or that involved intentional misconduct or a knowing violation of law, (iii) dividends or other distributions of corporate assets that are in contravention of certain statutory or contractual restrictions, (iv) violations of certain laws, or (v) any transaction from which the director derives an improper personal benefit. Liability under federal securities law is not limited by the Incentive Plan)Articles. The officers of the Company's Common Stock (determined as of the date of grant of ISO) with respectCompany will dedicate sufficient time to which ISO's granted to an employee are exercisable for the first time in any calendar year may not exceed $100,000. The foregoing limitation does not apply to NQSO's. Rights to purchase shares of the Company's Common Stock may also be offered under the Incentive Plan at a purchase price under terms determined by the Incentive Plan Administrator.
Either the Board of Directors (provided that a majority of Directors are "disinterested" can administer the Incentive Plan, or the Board of Directors may designate a committee comprised of Directors meeting certain requirements to administer the Incentive Plan. The Administrator will decide when and to whom to make grants, the number of shares to be covered by the grants, the vesting schedule, the type of awards and the terms and provisions relatingfulfill their fiduciary obligations to the exercise of the awards.
An aggregate of 100,000 shares of the Company's Common Stock is reservedCompany’s affairs. The Company has no retirement, pension or profit sharing plans for issuance under the Incentive Plan. As of June 30, 2006, options to purchase 100,000 shares of Common Stock were issued and outstanding with a weighted average exercise price of $0.14 per share. No shares were available for future option grants.
The following table sets forth certain information concerning the granting of stock options during the last completed fiscal year to each of the named executiveits officers and the terms of such options:Directors.
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR | ||||
Individual Grants | ||||
Name | Number of Securities Underlying Options/SARs Granted (#) | % of Total Options/SARs Granted to Employees in Fiscal Year | Exercise or Base Price ($/Sh) | Expiration Date |
Clifford L. Neuman | 50,000 | 59% | $1.00 | 2012 |
The following table sets forth certain information concerning the exercise of stock options during the last completed fiscal year by each of the named executive officers and the fiscal year-end value of unexercised options on an aggregated basis: AGGREGATED OPTION/SAR EXERCISED IN LAST FISCAL YEAR | |||||||||
Name | Shares Acquired on Exercise (#) | Value Realized(1) ($) | Number of Unexercised Options/SARs at FY-End (#) Exercisable/ Unexercisable | Value of Unexercised In-the-Money Options/SARs at FY-End ($)(2) Exercisable/ Unexercisable | |||||
Clifford L. Neuman | -0- | -0- | 125,000/25,000 | $81,000/-0- | |||||
Frank L. Jennings | $150,000 | $140,000 | -0-/-0- | $-0-/-0- |
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4. Compliance Withwith Section 16(a) of the Exchange Act:
Under the securities laws of the United States, the Company's directors,Company’s Directors, its executive officersExecutive (and certain other) Officers, and any persons holding more than 10%ten percent (10%) of the Company'sCompany’s common stock are required to report their ownership of the Company'sCompany’s common stock and any changes in that ownership to the Securities and Exchange Commission. Specific due dates for these reports have been established and the Company is required to report in this Report any failure to file by these dates during fiscal 2006 and fiscal 2005. In making this report, the Company has relied on the written representations of its directors and officers or copies of the reports that they have filed with the Commission.dates. All of these filing requirements were satisfied by itsour Officers, Directors, and ten- percentten-percent holders except thatfor Mr. BloomquistNeuman failed to file one (1) report covering one (1) transaction in a timely fashion and Mr. HussRhine failed to file one (1) report covering one transactionthree (3) transactions in a timely fashion. In making these statements, the Company has relied on the written representation of its Directors and Officers or copies of the reports that they have filed with the Commission.
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COMPENSATION AND NOMINATING COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of our executive officers serve as a member of the Compensation Committee or Nominating Committee.
Company Stock Incentive Plans
In 1993, the Board of Directors and the Shareholders of the Company adopted the Global Casinos, Inc., Stock Incentive Plan (the “Incentive Plan”). An aggregate of 100,000 shares of the Company’s Common Stock were reserved for issuance under the Incentive Plan. As of December 31, 2020, no options were outstanding under the Plan and all options to purchase shares of Common Stock have expired. The Plan has terminated in accordance with its terms, and as a result no shares are available for future option grants.
Equity Awards at Year End
Except for the awards and option grants to Mr. Rhine under his former Employment Agreement, there were no other unexercised options, unvested stock awards or equity incentive plan awards for any named executive officer outstanding as of the end of the most recently completed fiscal year.
Stock Based Compensation
On September 6, 2018, a stock-based compensation grant was made to Lance Baller in consideration of his services as CEO for the six months ended June 30, 2018. The grant consisted of 250,000 shares of common stock valued at $0.33 per share, total value $82,500.
In May 2018, the Company approved a compensation agreement for CFO Zvi Rhine that included (i) base salary of $165,000 per year (which accrues beginning January 1, 2018 but payable only after the Company raises capital of at least $600,000), (ii) 150,000 shares of restricted stock vesting one-half each on January 1, 2019 and January 1, 2020, and (iii) options to purchase 600,000 of the Company’s common stock at an exercise price of $.36 per share, each expiring on March 31, 2023, and vesting one quarter each on April 1, 2018, April 1, 2019, October 1, 2019, and April 1, 2020. For the year ended December 31, 2018 the Company accrued $165,000 in salaries, $25,000 in bonuses, and recognized $139,892 in stock and option-based -based compensation. For the year ended December 31, 2019 the Company has accrued $165,000 in salaries and recognized $160,087 in stock and option-based compensation for Mr. Rhine. On April 15, 2019, the Company executed an Amendment No. 1 to Employment Agreement (the “Amendment”), with an effective date of April 1, 2019, with Mr. Rhine. Pursuant to the Amendment, the Company granted Mr. Rhine a bonus for 2018 services in the amount of $90,000 payable in shares of restricted common stock. The shares were valued at $0.33 per share (the closing price of the Company’s stock on April 2, 2019), resulting in 272,727 shares of Common Stock. The Amendment also defined a Bonus Plan for Mr. Rhine for future periods which provides for additional incentive compensation if certain performance milestones were achieved.
The following table and discussion set forth information with respect to all plan and non-plan compensation awarded to, earned by or paid to the Chief Executive Officer (“CEO”), and the Company’s four (4) most highly compensated executive officers other than the CEO, for all services rendered in all capacities to the Company and its subsidiaries for each of the Company’s last three (3) completed fiscal years; provided, however, that no disclosure has been made for any executive officer, other than the CEO, whose total annual salary and bonus does not exceed $100,000.
SUMMARY COMPENSATION TABLE
Name and Principal Position | Year | Salary ($) | Bonus | Stock Awards | Options Awards | Non equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||||||||
Lance Baller, | 2020 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||||
President & CEO | 2019 | -0- | -0- | $ | 30,000 | -0- | -0- | -0- | -0- | $ | 30,000 | |||||||||||||||||||||||||
2018 | -0- | -0- | $ | 82,500 | -0- | -0- | -0- | -0- | $ | 82,500 | ||||||||||||||||||||||||||
2017 | -0- | -0- | $ | 157,558 | -0- | -0- | -0- | -0- | $ | 157,558 | ||||||||||||||||||||||||||
Zvi Rhine, | 2020 | $ | 123,750 | $ | 165,000 | -0- | -0- | -0- | -0- | -0- | $ | 288,750 | ||||||||||||||||||||||||
Former President & CFO | 2019 | $ | 165,000 | -0- | $ | 90,000 | $ | 70,087 | -0- | -0- | -0- | $ | 325,087 | |||||||||||||||||||||||
2018 | 165,000 | $ | 25,000 | $ | 41,787 | $ | 98,105 | -0- | -0- | -0- | $ | 329,892 | ||||||||||||||||||||||||
2017 | -0- | -0- | $ | 157,558 | -0- | -0- | -0- | -0- | $ | 157,558 | ||||||||||||||||||||||||||
Brandon Thall, CFO | 2020 | $ | 15,000 | -0- | $ | -0- | -0- | -0- | -0- | -0- | $ | 15,000 |
Except for Mr. Rhine’s options to purchase an aggregate of 600,000 shares of common stock at an exercise price of $.35 per share, there were no unexercised options, stock that has not vested and equity incentive plan awards for any named executive officer outstanding as of the end of the most recently completed fiscal year. Nor were there any Golden Parachute Plans outstanding as of the end of the most recently completed fiscal year.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
FOR THE ELECTION OF THEALL NOMINEES AS DIRECTORS OF THE COMPANY.
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14
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected the firm of Schumacher & Associates, Inc.,Malone Bailey LLP, independent certifiedregistered public accountants,accounting firm, to serve as auditors for the fiscal year ending June 30, 2007. Schumacher& Associates, Inc., haveDecember 31, 2021. Malone Bailey LLP has been the Company'sCompany’s accountants since June, 2006 and served as our auditor for the fiscal yearyears ended June 30, 2006. Previously, the firm of Stark, Winter Schenkein & Co., LLP served as auditors for the fiscal years ending June 30, 2004December 31, 2020, 2019, 2018, 2017, 2016 and June 30, 2005.2015. It is not expected that a member of Schumacher & Associates, Inc.Malone Bailey Adams LLP will be present at the Annual Meeting and that a member of that firm will be available to either make a statement or respond to appropriate questions. Ratification of the selection of our auditors is not required under the laws of the State of Utah,Colorado, or applicable rules or regulations of the Securities and Exchange Commission but will be considered by the Board of Di rectorsDirectors in selecting auditors for future years.
CHANGES IN CERTIFYING ACCOUNTANT
Effective June 9, 2006,We understand the Company’s Boardneed for our principal accountants to maintain objectivity and independence in their audit of Directors dismissed Stark, Winter Schenkein & Co. LLP, as independent auditors ofthe Company. The Boardour financial statements. To minimize relationships that could appear to impair the objectivity of Directors approved the dismissal; as there is no standingour principal accountants, our audit committee ofhas restricted the Board.non-audit services that our principal accountants may provide to us primarily to tax services and audit related services. The audit reports of Stark, Winter Schenkein & Co. LLP on the financial statements of the Company as of and for the years ended June 30, 2002, 2003, 2004 and 2005 did not contain an adverse opinion or disclaimer of opinion, nor were qualified or modified as to audit scope or accounting principles except that the reports of Stark, Winter Schenkein & Co. LLP on the financial statements of the Company as of and for the fiscal years ended June 30, 2002, 2003 and 2004 each contained an emphasis paragraph as to the uncertainty of the Company's ability to continue as a going concern.
Effective June 9, 2006, the Company's Board of Directors approved the appointment of Schumacher & Associates, Inc., to serve as the Company's independent accountant to audit the Company's financial statements. Prior to its engagement as the Company's independent accountant, the Company had not consulted Schumacher & Associates, Inc., with respect to the application of accounting principles to specific transactions or the type of audit opinion that might be rendered on the Company's financial statements. The engagement of Schumacher & Associates, Inc., was effective on June 9, 2006.
In connection with the audits of the Company's financial statements for the fiscal years ended June 30, 2002, 2003, 2004 and 2005, and in connection with the subsequent period up to June 9, 2006 (the date of dismissal), there were no disagreements with Stark, Winter Schenkein & Co. LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scopeboard has adopted policies and procedures which, if not resolved to the satisfaction of Stark, Winter Schenkein & Co. LLP would have caused Stark, Winter Schenkein & Co. LLP to make reference to the matter in its report of the financial statements for such years; and there were no reportable events as defined in Item 304(a) (1) (iv) (B) of Regulation S-B. Stark, Winter Schenkein & Co. LLP has not reported on financial statements for any periods subsequent to June 30, 2005.
The Company’s current accountants, Schumacher & Associates, Inc., did not submit any bills for services during fiscal 2006. The following table details the aggregate fees estimatedpre-approving work performed by Schumacher & Associates, Inc., itsour principal accountant, for 2006, for:
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The following table details aggregate fees billed for fiscal year ended June 30, 2005 and June 30, 2006 by Stark Winter Schenkein & Co. LLP, for:
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2006 | 2005 | |
Audit fees - audit of annual financial statements and review of financial statements included in our quarterly reports, services normally provided by the accountant in connection with statutory and regulatory filings. | $30,735 | $28,250 |
Audit-related fees - related to the performance of audit or review of financial statements not reported under "audit fees" above | -0- | -0- |
Tax fees - tax compliance, tax advice and tax planning | -0- | -0- |
All other fees - services provided by our principal accountants other than those identified above | -0- | -0- |
Total fees paid or accrued to our principal accountants | $30,735 | $28,250 |
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Neither the Board of Directors noraccountants. After careful consideration, the Audit Committee of the Board of Directors has considered whether the provisiondetermined that payment of the below audit fees is in conformance with the independent status of the Company’s principal independent accountants. Before engaging the auditors in additional services, coveredthe Audit Committee considers how these services will impact the entire engagement and independence factors.
The following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by the caption "Financial Information System Design and Implementation" or "Other" in the above table is compatible with either Schumacher & Associates, Inc. or Stark, Winter, Schenkein & Co. LLP’s independence.Malone Bailey, LLC, our principal registered public accountants:
2020 | 2019 | |||||||
Audit fees - audit of annual financial statements and review of financial statements included in our quarterly reports, services normally provided by the accountant in connection with statutory and regulatory filings. | $ | 120,082 | $ | 109,334 | ||||
Audit-related fees - related to the performance of audit or review of financial statements not reported under “audit fees” above | - | - | ||||||
Tax fees - tax compliance, tax advice and tax planning | $ | 12,500 | $ | 12,500 | ||||
All other fees - services provided by our principal accountants other than those identified above | - | - | ||||||
Total fees paid or accrued to our principal accountants | $ | 132,582 | $ | 121,834 |
Votes Required.
Ratification of the selection of Schumacher & Associates, Inc.Malone Bailey LLP to serve as auditors for the fiscal year ending June 30, 2006December 31, 2021 will require an affirmative vote of a majority of the outstanding shares of common stock of the Company represented in personby Internet or by proxy at the Annual Meeting and voting on this Proposal.
Management Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
RATIFICATION OF THE SELECTION OF SCHUMACHER & ASSOCIATES, INC.MALONE BAILEY LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE CURRENT FISCAL YEAR ENDING DECEMBER 31, 2021.
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ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION PRACTICES
The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in 2010, requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy circular in accordance with the compensation disclosure rules of the SEC. The Board of Directors determined that an advisory vote on the compensation of our named executive officers will be conducted two years. The next advisory vote on the frequency of an advisory vote on executive compensation will take place at the 2023 annual meeting of stockholders. We are asking stockholders to approve the following advisory resolution at the 2021 Annual Meeting of Stockholders:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion in the Company’s proxy statement for its 2021 Annual Meeting of Stockholders is hereby APPROVED.
The Board of Directors recommends a vote FOR this resolution because it believes that the policies and practices described in the Executive Compensation section are effective in achieving our goals of rewarding sustained financial and operating performance and leadership excellence, aligning the executives’ long-term interests with those of our stockholders and motivating the executives to remain with us for long and productive careers. Named executive officer compensation over the past two years reflects amounts of cash and equity compensation consistent with our stated goals and objectives.
We urge stockholders to read the Executive Compensation section beginning on page 20 of this proxy statement, including the 2020 Summary Compensation Table and related tables and narrative, appearing on pages 25 through 27 which provide information on our compensation policies and practices and the compensation of our named executive officers.
This advisory resolution, commonly referred to as a “say-on-pay” resolution, is nonbinding on the Board of Directors. Although nonbinding, the Board will review and consider the voting results when evaluating our executive compensation program.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.
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PROPOSAL NO. 3
THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
The Dodd-Frank Act also enables the Company’s stockholders to vote, on a non-binding advisory basis, on the frequency with which they would prefer to cast a non-binding advisory vote on the compensation of the Company’s Named Executive Officers. Pursuant to Section 14A of the Exchange Act, the Company is required at least every six years to hold an advisory vote to determine the frequency of the advisory stockholder vote on executive compensation.
The Board of Directors determined that an advisory vote on the frequency of an advisory vote on the compensation of our named executive officers will be conducted every two years. The next advisory vote on the executive compensation and on the frequency of an advisory vote on executive compensation will take place at the 2023 annual meeting of stockholders.
After careful consideration of the frequency alternatives, the Board believes that conducting a non-binding, advisory vote on executive compensation every two (2) years is appropriate for the Company and its stockholders at this time because such timing for the advisory vote will ensure our stockholders are engaged in executive officer compensation decisions. The Company’s executive compensation programs are designed to promote a long-term connection between pay and performance. While the Board recognizes that awards to the Company’s Named Executive Officers are typically made annually, and improvements to compensation plans are often considered and adopted on an annual basis, the Board believes that holding an advisory vote every two (2) years is adequate to timely feedback on the Company’s compensation disclosures. The Company will continue to monitor developments in executive compensation practices and evaluate the appropriateness and effectiveness of seeking a say-on-frequency vote every other year, and the Company may change its recommendation on the desired frequency in the future.
The Board believes that a bi-annual advisory vote on executive compensation is consistent with the Company’s practice of seeking input and engaging in dialogue with its shareholders on corporate governance matters (including the practice of having all directors elected annually and annually providing stockholders the opportunity to ratify the Company’s selection of independent accounting firm) and the Company’s executive compensation philosophy, policies and practices. While the Board values the opinions of the Company’s stockholders and will consider the outcome of the advisory vote which occurs at our 2021 Annual Meetings of Shareholders on this say-on-frequency vote when making future decisions on the frequency with which to hold the advisory vote on executive compensation, this vote was and is advisory, which means that the vote on frequency is not binding on the Company, the Board or the Compensation Committee.
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SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
On January 15, 2021, the Board of Directors of the Company ratified and approved the Company’s Second Second Amended and Restated Articles of Incorporation (the “Amended Articles”). In accordance with the requirements of the Utah Business Corporation Act, the approval of the Amended Articles also requires the affirmative vote of our shareholders owning a majority of our issued and outstanding shares of common stock.
A copy of the proposed Amended Articles is provided as Appendix A to this Proxy Statement, which is incorporated herein by this reference. The summary of the Amended Articles provided for herein is qualified in its entirety by this reference to the Amended Articles.
The Amended Articles will implement several important changes to our primary charter documents, the most material of which are:
A. | Changing the name of the Company to “Selectis Health, Inc.” | |
B. | Changing the authorized capital of the Company to consist of 800,000,000 shares of Class A Voting Common Stock, 200,000,000 shares of Class B Non-Voting Common Stock and 500,000,000 shares of preferred stock (the “Share Increase”). | |
C. | Changing the composition of the Board of Directors to create three classes of directors: Class I, Class II and Class III with the terms of each Class to be staggered. |
Name Change
When the Company last changed its name to “Global Healthcare REIT, Inc.” it was the intent for the Company to operate as a REIT; namely, to own multiple healthcare facilities and derive revenues primarily from rents. The Company has never filed an election to be treated as a REIT for federal income tax purposes, and for the past several years has evolved from renting its nursing homes to unaffiliated third party operators to actually operating the nursing homes itself, through controlled operating subsidiaries. The REIT operating model was never successful, in part because it depended on the skill and integrity of third party operators over which the Company could exercise little meaningful control.
The Company believes that its transition to being an owner/operator will be successful, as evidenced by our improved results of operations and financial condition as reported in our second and third quarter 10-Q’s. To reflect this new commitment and direction, the Amended Articles implement a name change to “Selectis Health, Inc.”, which we believe will eliminate the denotation, now inaccurate, with we comply with the REIT requirements that at least 90% of our revenues are “qualified REIT revenues” consisting of rent and interest income.
Equally important, the Amended Articles eliminate the current limitation on individual ownership of our stock to 9.8% which was adopted to comply with the REIT required 5/50 ownership rule (no more than five stockholders can own more than 50% of our outstanding equity). Once adopted, the Amended Articles will have no such ownership cap.
Finally reflecting the poor operating results of the Company until the most recent periods, the public trading market for our shares has been lackluster, with little investor interest in our stock. The Board believes that our current name has probably developed negative goodwill in the market. A new name might have the desirable effect of disassociating the current trading market from our history of unprofitability.
Increasing the
Number of Authorized Shares of Common Stock
The Board of Directors has adopted a resolution proposing and declaring the advisability of amending the Company’s Certificate of Incorporation to increase the number of shares of common stock and preferred stock that the Company is authorized to issue from 50,000,000 shares of common stock and 10,000,000 shares to preferred stock. As proposed, the Amended Articles would increase the authorized capital of the Company to consist of (i) 800,000,000 shares of Class A Voting Common Stock, $.05 par value (ii) 200,000,000 shares of Class B Non-Voting Common Stock, $.05 par value and (iii) 500,000,000 shares of preferred stock, $.01 par value.
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The proposed increase in the authorized number of shares of common stock will give the Company additional shares to provide flexibility for the future. In particular, the Company may require additional funding for its operations and therefore may need the increased number of authorized shares to raise additional equity capital. In addition, the additional authorized shares may be used in the future for any other proper corporate purpose approved by the Board, including corporate mergers or acquisitions, shares reserved under stock option plans, stock dividends or splits, or other corporate purposes.
The authorization of Class B Non-Voting Common Stock is intended to support equity incentive plans for employees of the Company and its operating subsidiaries.
These additional shares would be available for issuance from time to time for corporate purposes such as raising additional capital, making strategic acquisitions, entering into collaborative and licensing arrangements and employee recruitment and retention. We believe that the availability of the additional common shares will provide us with the flexibility to meet business needs as they arise, to take advantage of favorable opportunities and to respond to a changing corporate environment. Our future revenue may be insufficient to support the expenses of our operations and the planned expansion of our business. We therefore may need additional equity capital to finance our operations. We may seek to obtain such equity capital through the issuance of common stock or securities convertible into common stock. The issuance of a substantial number of additional common shares may result in dilution of your ownership interest in the Company.
Potential Anti-Takeover Effect
The proposed Share Increase is not part of any plan to adopt a series of amendments having an anti-takeover effect, and the Company’s management presently does not intend to propose anti-takeover measures in future proxy solicitations. Subject to the limitations of Utah law, it could be possible to use the additional shares of common stock that would become available for issuance if the Share Increase is approved to oppose a hostile takeover attempt or delay or prevent changes of control of the Company or changes in or removal of our management, including transactions that are favored by a majority of the independent shareholders or in which the shareholders might otherwise receive a premium for their shares over then-current market prices or benefit in some other manner. For example, our board of directors could, without further shareholder approval, strategically sell shares of our common stock in a private transaction to purchasers who would oppose a takeover or favor our current board of directors. The Share Increase is not being proposed in response to any effort, nor are we aware of any effort, to accumulate shares of our common stock or obtain control of the Company.
Our Articles and Bylaws contain certain provisions that could make it more difficult for a third party to acquire a controlling interest without the consent of our board. These provisions may delay or prevent a change of control, even if the change of control would benefit the shareholders. In addition, the authority granted to the board by our Certificate of Incorporation to issue shares of preferred stock and fix the designations, powers, preferences, rights, qualifications, limitations and restrictions of the shares of any series so established could be used to delay or prevent a change of control. None of these provisions would be affected by the Share Increase.
Staggered Board of Directors
The Amended Articles adopt a staggered Board model whereby there will be three classes of directorship: Class I, Class II and Class III. Initially, Class I directors will have a term of one year, Class II directors will have a term of two years, and Class III directors will have a term of three years. Upon reelection, all directors will have a term of three years. At each subsequent annual meeting of shareholders, only directors whose terms are set to expire that year will be nominated for reelection unless they otherwise chose to not stand for reelection.
As a result of having a staggered Board, it would be more difficult for one or more dissatisfied shareholders to seek to gain board control through a proxy contest, since each year only one director will be slated for reelection.
Approval of the Board of Directors
The Board of Directors of the Company, after careful consideration, has approved the Share Increase and has recommended that the Company’s Shareholders vote for its adoption.
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REVERSE STOCK SPLIT
Summary of ProposalReverse Split
We are seeking your
The Shareholder Actions include the authorization to undertake, at our discretion in the future, up to a one-for-five (1-for-5)one-for-twelve (1-for-12) Reverse Split of our outstanding shares of Common Stock and outstanding options, warrants and other rights convertible into shares of Common Stock. The authorization sought in this Proposal No. 3 would grantgrants the Board of Directors additional authority to implement through one or more additional reverse splitsReverse Splits a further recapitalization of our outstanding securities, not to exceed in the aggregate a reverse split of one-for-five (1-for-5). We request your approval to effect a Reverse Split of our securities at such time in the future as we may determine, in our sole discretion, to be in the best interest of the Company and our shareholders.one-for-twelve (1-for-12). Once implemented, the Reverse Split would result in each holder of our Common Stock on the Record Date owning fewer shares of Common Stock th anthan they owned immediately before the Reverse Split, and outstanding options, warrants, and other convertible rights will become exercisable to purchase a fewer number of shares of Common Stock at an exercise price per share increased by the factor of the Reverse Split. Fractional shares, options and warrants will be rounded up to the nearest whole.
If our shareholders approve the Reverse Split as currently described, weWe will be authorized to implement the Reverse Split within the foregoing parameters if we chose to do so at any time and until such time as the authorization is revoked by a majority vote of our shareholders at a future regular or special meeting of the our shareholders. If and when implemented, we will cause our stock transfer agent to provide each Shareholder of record written notice of such implementation together with a description of the effect thereof.
The Reverse Stock Split will not affect in any manner the rights and preferences of our shareholders. There will be no change in the voting rights, right to participate in stock or cash dividends, or rights upon the liquidation or dissolution of the Company of holders of Common Stock; nor will the Reverse Split affect in any manner the ability of our shareholders to sell under Rule 144 or otherwise engage in market transactions in accordance with federal and state securities laws.
The Reverse Stock Split will also result in an automatic adjustment of any and all outstanding options, warrants and other rights exercisable or convertible into shares of our Common Stock. The adjustment will consist of an increase in the exercise price or conversion value per share by the factor of the Reverse Split and the number of shares issuable upon exercise or conversion will be reduced by the same factor. For example, if we implement a one-for-two (1-for-2) Reverse Split, an option, warrant or other right exercisable or convertible into 1,000 shares of our Common Stock at an exercise price or conversion value of $1.00 per share immediately before implementation of the Reverse Split would be exercisable or convertible into 500 shares of our Common Stock at an exercise price or conversion value of $2.00 per share immediately after implementation of the Reverse Split. All other rela tiverelative rights and preferences of holders of outstanding options, warrants and other rights convertible or exercisable into shares of our common stock shall remain unchanged.
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We believe that approval of the Reverse Split is in the best interest of the Company and our shareholders for several reasons. First,We currently have more than 26 million shares issued and outstanding, leaving only 24 million authorized shares that can be issued in the future. This will be an obstacle to our Common Stock is not currently listed on the Nasdaq Capital Market ("Nasdaq") or the American Stock Exchange (“AMEX”). In order to qualify for initial inclusion on Nasdaq, it is necessary to qualify under Nasdaq's initial inclusion criteria that include, among other things, the requirement that our Common Stock maintain a minimum bid price of $4.00 per share and a market value of the public float of our securities of at least $5,000,000. To qualify for trading on the AMEX, our stock price must be at least $3.00 per share, and there are other quantitative requirements that must be met. As of the date of this Proxy Statement, we do not satisfy either of these criteria. As a result, it may be necessa ry to implement a reverse split of our Common Stock in order to meet the Nasdaq or AMEX initial inclusion criteria should the Board of Directors determine that we satisfyto be able to issue additional shares in the future as part of future financings or to facilitate one or more acquisitions or other listing criteria and would otherwise be eligible for trading on Nasdaq or the AMEX.
business combinations.
Additionally, we believe that a Reverse Split, which will result in a higher per share trading price of our Common Stock, will enable us to attract additional interest in our Common Stock from the investment community, and particularly market-makers. Numerous broker-dealers and investment bankers require that a company'scompany’s common stock have a minimum public trading price before those broker-dealers or investment bankers will agree to make a market in that security. As a result, we believe that the Reverse Split has the potential of improving the liquidity of the public market for our Common Stock.
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Principal Effects of the Reverse Stock Split
If approved and implemented, the principal effects of a reverse stock split would include the following:
Depending upon the ratio for the reverse stock split selected by the board, up to every five (5) outstanding shares of the common stock will be combined into one new share of common stock;