UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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TWINLAB CONSOLIDATED HOLDINGS, INC.
PROXY
STATEMENT
Annual Meeting of Stockholders
May 25, 2017
10:00 a.m. (Eastern Time)
TWINLAB CONSOLIDATED HOLDINGS, INC. May 1, 2017 To You are cordially invited to attend the 2017 Annual Meeting of Stockholders of The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. The enclosed proxy statement contains information pertaining to the matters to be voted on at the annual meeting. A copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 is being mailed with this proxy statement. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy. Thank you for your support. Sincerely, Naomi L. Whittel Table of Contents Page Proxy Statement 2 Proposals 2 Recommendations of the Board 3 Information About This Proxy Statement 3 Questions and Answers about the 2017 Annual Meeting of Stockholders 3 Proposals to be Voted On 7 Proposal 1 - Election of Directors 7 Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm 11 Report of the Audit Committee of the Board of Directors 11 Independent Registered Public Accounting Firm Fees and Other Matters 12 Executive Officers 12 Corporate Governance 13 General 13 Board Composition 13 Director Independence 13 Director Candidates 14 Communications from Interested Parties 14 Board Leadership Structure and Role in Risk Oversight 14 Risk Considerations in Our Compensation Program 14 Code of Ethics 14 Attendance by Members of the Board of Directors At Meetings 15 Executive Sessions 15 Committees of the Board 15 Audit Committee 15 Compensation Committee 16 Executive and Director Compensation 16 Security Ownership of Certain Beneficial Owners and Management 21 Certain Relationships and Related Person Transactions 23 Section 16(a) Beneficial Ownership Reporting Compliance 28 Stockholders' Proposals 29 Other Matters 29 Solicitation of Proxies 29 Twinlab Consolidated Holdings Inc.'s Annual Report on Form 10-K 29 Notice of Annual Meeting of Stockholders TWINLAB CONSOLIDATED HOLDINGS, INC. The Annual Meeting of Stockholders (the "Annual Meeting") of Twinlab Consolidated Holdings, Inc., a Nevada corporation 1. To elect 2. To ratify the appointment of 3. To Holders of record of our Common Stock at It is important that your shares be represented regardless of the MIRROR ME, INC.1455 Kettner Blvd., #305San Diego, CA 92101NOTICE OF ANNUAL MEETING OF STOCKHOLDERS4800 T-REX AVENUE, SUITE 305, BOCA RATON, FLORIDA 33431be held on July 1, 2014DearOur Stockholders:Mirror Me,Twinlab Consolidated Holdings, Inc. at 10:00a.m. Eastern time, on Thursday, May 25, 2017, at 4920 Conference Way South, Main Conference Room, Boca Raton, Florida 33431.
Chief Executive Officer and Director
To Be Held Thursday, May 25, 2017
4800 T-REX AVENUE, SUITE 305, BOCA RATON, FLORIDA 33431(“Mirror Me” or “Company”(the "Company") to, will be held at 4920 Conference Way South, Main Conference Room, Boca Raton, Florida 33431, on July 1, 2014,Thursday, May 25, 2017, at 10:00 a.m., PST at 401 West A Street, Suite 1150 San Diego, CA 92101. The purpose of our Annual Meeting is to do Eastern time, for the following:following purposes:one member of the board of directorsNaomi L Whittel, Mark J. Bugge, Seth D. Ellis, B. Thomas Golisano, Ralph T. Iannelli, David A. Still and David L. Van Andel as Directors to hold officeserve until the next annual meeting2018 Annual Meeting of Stockholders, or until their successors shall have been duly elected and qualified;Seale & Beers, CPA’sTanner LLC as our independent auditorsregistered public accounting firm for the fiscal year ending November 30, 2014;December 31, 2017; andhold an advisory vote on the Company’s Executive Compensation4. To hold an advisory vote on the frequency of approval of Company’s Executive Compensation5. To consider and act upon anytransact such other matters thatbusiness as may properly come before the meetingAnnual Meeting or any continuation, postponement, or adjournment thereof.of the Annual Meeting.Please read the proxy statement and exhibits concerning Mirror Me, which are mailed with this notice, for a more complete statement regarding the proposals to be acted upon the Annual Meeting.Our Board of Directors has fixed the close of business on June 16, 2014 as the record date for the purpose of determining the stockholders whoMarch 24, 2017 are entitled to receive notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof. A list of such stockholders willthe Annual Meeting. The Annual Meeting may be available for examinationcontinued or adjourned from time to time without notice other than by any stockholderannouncement at the Annual Meeting. For ten days prior toAnnual Meeting, this list will also be available for inspection by stockholders, for any purpose germane to the meeting, during normal business hours at the Company’s Executive offices at 1455 Kettner Blvd., #305, San Diego, CA 92101.By Order of the Board of Directors/S/ Luz VazquezLuz VazquezPresident, ChairmanSan Diego, CAJune 20, 2014IMPORTANTYour vote is important.number of shares you may hold. Whether or not you expectplan to attend the Annual Meeting in person, we urge you to please vote your shares atas described in the enclosed materials by signing, dating and mailing the proxy card in the enclosed return envelope. Promptly voting your earliest convenience. Thisshares will ensure the presence of a quorum at the meeting. We urge you to promptly vote your shares by signing, datingAnnual Meeting and mailing the enclosed proxy. Doing so will save the Companyus the expense and extra work of additionalfurther solicitation. Submitting your proxy now will not prevent you from voting your shares at the meetingAnnual Meeting if you desire to do so, as your proxy is revocable at your option.
By Order of the Board of Directors
Mary L. Marbach
Boca Raton, Florida
May 1, 2017
Proxy Statement
TWINLAB CONSOLIDATED HOLDINGS, INC. This proxy statement is furnished in connection with the solicitation by the Board of Directors of This proxy statement and the Company's Annual Report to Stockholders for the fiscal year ended December 31, 2016 (the "2016 Annual Report") will be released on or about May 1, 2017 to our stockholders on the Record Date. In this proxy statement, "we," "us," "our" and the "Company" refer to Twinlab Consolidated Holdings, Inc. and, unless the context requires otherwise, its consolidated subsidiaries. This Proxy Statement and our 2016 Annual Report to Stockholders are available atwww.tchhome.com. DIRECTIONS TO THE ANNUAL MEETING The Annual Meeting of Stockholders will be held at 4920 Conference Way South, Main Conference Room, Boca Raton, Florida 33431, on Thursday, May 25, 2017 at 10:00 a.m. We have set forth below directions to the Annual Meeting of Stockholders. The directions for the meeting are as follows: From I-95 ● Take exit 48 (West) – Yamato Rd ● Turn left onto Broken Sound Blvd NW ● Turn left onto Technology Way ● Turn right onto Conference Way S. PROPOSALS At the Annual Meeting, our stockholders will be asked: 1. To elect Naomi L Whittel, Mark J. Bugge, Seth D. Ellis, B. Thomas Golisano, Ralph T. Iannelli, David A. Still and David L. Van Andel as Directors to serve until the 2018 Annual Meeting of Stockholders, or until their successors shall have been duly elected and qualified; 2. To ratify the appointment of Tanner LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2017; and 3. To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting. We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders named on the Company's proxy card will vote your shares in accordance with their best judgment. RECOMMENDATIONS OF THE BOARD The Board of Directors, or Board, recommends that you vote your shares as indicated below. If you return a properly completed proxy card, your shares of Common Stock will be voted on your behalf as you direct. If not otherwise specified, the shares of Common Stock represented by the proxies will be voted, and the Board of Directors recommends that you vote: 1. FOR the election of each of Naomi L Whittel, Mark J. Bugge, Seth D. Ellis, B. Thomas Golisano, Ralph T. Iannelli, David A. Still and David L. Van Andel as Directors; and 2. FOR the ratification of the appointment of Tanner LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2017. INFORMATION ABOUT THIS PROXY STATEMENT Why you received this proxy statement. You have received these proxy materials because Twinlab Consolidated Holdings, Inc.'s Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to provide to you pursuant to the rules of the Our Proxy Materials. The enclosed proxy card contains instructions regarding how you can vote on matters at the Householding. The SEC's rules permit us to deliver a single set of If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of proxy materials for your household, please contact Broadridge Financial Solutions, Inc. at (800) 542-1061 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717 Questions and Answers about the 2017 Annual Meeting of Stockholders WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING? The Record Date for the Annual Meeting is March 24, 2017. You are entitled to vote at the Annual Meeting only if you were a holder of record of Common Stock at the close of business on that date, or if you hold a valid proxy for the Annual Meeting. Each outstanding share of Common Stock is entitled to one vote for all matters to come before the Annual Meeting. At the close of business on the Record Date, there were 252,924,027 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of Common Stock will vote together as a single class on each matter to come before the Annual Meeting. WHAT IS THE DIFFERENCE BETWEEN BEING A "RECORD HOLDER" AND HOLDING SHARES IN "STREET NAME"? A record holder holds shares in his or her name. Shares held in "street name" means shares that are held in the name of a bank or broker on a person's behalf. AM I ENTITLED TO VOTE IF MY SHARES ARE HELD IN "STREET NAME"? Yes. If your shares are held by a bank or a brokerage firm, you are considered the "beneficial owner" of those shares held in "street name." If your shares are held in street name, these proxy materials are being provided to you by your bank or brokerage firm, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial owner, you have the right to direct your bank or brokerage firm on how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions. If your shares are held in street name, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from your bank or brokerage firm. HOW MANY SHARES MUST BE PRESENT TO HOLD THE ANNUAL MEETING? A quorum, consisting of not less than 33% of the shares entitled to vote at the Annual Meeting, must be present at the Annual Meeting for any WHO CAN ATTEND THE 2017 ANNUAL MEETING OF STOCKHOLDERS? You may attend the WHAT IF A QUORUM IS NOT PRESENT AT THE ANNUAL MEETING? If a quorum is WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE SET OF PROXY MATERIALS? It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy by signing, dating and returning the enclosed proxy card in the enclosed envelope. HOW DO I VOTE? We recommend that stockholders vote by proxy even if they plan to attend the Annual Meeting and vote in person. If you are a stockholder of record, you can vote by mail by signing, dating and mailing the proxy card, which you received by mail. If your shares are held in street name through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Telephone and Internet voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares in person at the Annual Meeting, you should contact your bank or broker to obtain a legal proxy and bring it to the Annual Meeting in order to vote. CAN I CHANGE MY VOTE AFTER I SUBMIT MY PROXY? Yes. If you are a registered stockholder, you may revoke your proxy and change your vote: ● by submitting a duly executed proxy bearing a later date; ● by giving written notice of revocation to the Secretary of Twinlab Consolidated Holdings, Inc. prior to or at the Annual Meeting; or ● by voting in person at the Annual Meeting. Your most recent proxy card is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you vote in person at the Annual Meeting. If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote in person at the Annual Meeting by obtaining a legal proxy from your bank or broker and submitting the legal proxy along with your ballot. WHO WILL COUNT THE VOTES? A WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED? If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board of Directors. The Board of Directors' recommendations are indicated on page 3 of this proxy statement, as well as with the description of each proposal in this proxy statement. WILL ANY OTHER BUSINESS BE CONDUCTED AT THE ANNUAL MEETING? We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders named on the Company's proxy card will vote your shares in accordance with their best judgment. HOW MANY VOTES ARE REQUIRED FOR THE APPROVAL OF THE PROPOSALS TO BE VOTED UPON AND HOW WILL ABSTENTIONS AND BROKER NON-VOTES BE TREATED? Proposal Votes required Effect of Votes Withheld / Abstentions Proposal 1: Election of Directors The plurality of the votes cast. This means that the nominees receiving the highest number of affirmative "FOR" votes by holders of Common Stock will be elected as Directors. Votes withheld and broker non-votes will have no effect. Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm The affirmative vote of the holders of a majority in voting power of the shares of Common Stock which are present in person or by proxy and entitled to vote on the proposal. Abstentions will have the same effect as votes against the proposal. We do not expect any broker non-votes on this proposal. WHAT IS AN ABSTENTION AND HOW WILL VOTES WITHHELD AND ABSTENTIONS BE TREATED? A "vote withheld," in the case of the proposal regarding the election of directors, or an "abstention," in the case of the proposal regarding the ratification of the appointment of Tanner LLC as our independent registered public accounting firm, represents a stockholder's affirmative choice to decline to vote on a proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum. Votes withheld have no effect on the election of directors. Abstentions have the same effect as votes against on the ratification of the appointment of Tanner LLC. WHAT ARE BROKER NON-VOTES AND DO THEY COUNT FOR DETERMINING A QUORUM? Generally, broker non-votes occur when shares held by a broker in "street name" for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of Tanner LLC as our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of directors. Broker non-votes count for purposes of determining whether a quorum is present. WHERE CAN I FIND THE VOTING RESULTS OF THE 2017 ANNUAL MEETING OF STOCKHOLDERS? We plan to announce preliminary voting results at the Annual Meeting and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC after the Annual Meeting. PROPOSALS TO BE VOTED ON PROPOSAL 1 - Election of Directors At the Annual Meeting, all Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2018 and until such directors' successors are elected and qualified or until such directors' earlier death, resignation or removal. We currently have seven (7) directors on our Board. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the At each annual meeting of stockholders, the successor to each director whose term then expires will be elected to serve from the time of election and qualification until the next annual meeting of stockholders following election or such director's death, resignation or removal, whichever is earliest to occur. Directors shall be elected at each annual meeting of the stockholders to hold office until the next annual meeting. The term of each of the current directors Messrs. Van Andel and Bugge were originally appointed to the Messrs. Golisano and Still were originally appointed to the Board of Directors in April 2016 as the designees of Golisano Holdings LLC (the "Golisano Designees") pursuant to the Voting Agreement, dated as of October 5, 2015, and entered into among Golisano Holdings LLC, an affiliate of Mr. Golisano, Thomas A. Tolworthy, Little Harbor, LLC, Great Harbor Capital, LLC, the David L. Van Andel Trust U/A dated November 30, 1993 and the Company (the “Golisano Voting Agreement”). Pursuant to the Golisano Voting Agreement, each of the parties agreed to vote the shares over which such holder has voting control in favor of the Golisano Designees for so long as Golisano Holdings LLC continues to beneficially own at least 10% of the outstanding shares of the Company's common stock. As indicated in our Bylaws, our Board of Directors consists of no fewer than one (1) and no more than seven (7) directors, the exact number If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares VOTE REQUIRED The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the nominees receiving the highest number of affirmative "FOR" votes will be elected as Directors. Votes withheld and broker non-votes will RECOMMENDATION OF THE BOARD OF DIRECTORS The Board of Directors unanimously recommends a vote FOR the election of the Director Nominees below. DIRECTOR NOMINEES The current members of the Board of Directors who are also nominees for Name Age Served as a Positions with Twinlab Consolidated Holdings, Inc. Naomi L. Whittel 43 2016 Chief Executive Officer/Director Mark J. Bugge 48 2016 Director Seth D. Ellis 61 2015 Director B. Thomas Golisano 75 2016 Director Ralph T. Iannelli 69 2016 Director David A. Still 65 2016 Director David L. Van Andel 57 2015 Chairman of the Board/Director The principal occupations and business experience, for at least the past five years, of each Director Nominee for election at the 2017 Annual Meeting are as follows: NAOMI L. WHITTEL Age 43 Effective March 16, 2016, Ms. Whittel became the Company’s Chief Executive Officer, filling the vacancy created by the termination of the Company’s former CEO, Thomas A. Tolworthy. Ms. Whittel was appointed to the Board on March 21, 2016. Ms. Whittel is the founder of Organic Holdings and was CEO of Organic Holdings when it was acquired by Twinlab in October 2015. Ms. Whittel founded Organic Holdings in 2009 with a MARK J. BUGGE Age 48 Mr. Bugge was appointed to the Board on February 26, 2016. Mr. Bugge is Chief Financial Officer of and leads VA Enterprises, LLC (“VAE”) the family office representing the Van Andel family. The core holding is Amway Corporation, a $10B in global revenue direct selling organization co-founded by the late Jay Van Andel. A graduate of Central Michigan University with an M.B.A. from Davenport University, Mr. Bugge began his career in 1992 at Amway Corporation working in a variety of finance positions until the family office formed in 2000. Mr. Bugge’s primary responsibilities and experience includes oversight of internal/external staff, finance, risk management, human resources, portfolio investments and as a liaison with Amway. In addition to the responsibilities at VAE, Mr. Bugge serves as board member and audit committee chairman for $1.7B of assets - Macatawa Bank (NASDAQ: MCBC), board member and chairman of the investment committee for Knighthead Annuity & Life Assurance Company. As a volunteer, Mr. Bugge is chairman of the investment committee for the SETH D. ELLIS Age 61 Mr. Ellis was appointed to the Board on February 23, 2015. Mr. Ellis founded Penta Mezzanine Fund in 2012 and has been Managing Principal since inception. Prior to founding Penta Mezzanine Fund, he was a Principal and Co-Founder of the Florida Mezzanine Fund, a mezzanine fund based in Orlando, Florida. He is the former CEO of Digital Infrared Imaging, Inc. Mr. Ellis co-founded Florida Regional Emergency Services, a hospital-based ambulance management company. Mr. Ellis began his career as an auditor with Ernst & Young and KPMG. He is a CPA and received a B.S. in Accounting from the University of Florida. Mr. Ellis has extensive experience as a CPA and as the head of an investment fund. The Board believes this experience qualifies him to serve as a director. B. THOMAS GOLISANO Age 75 Mr. Golisano was appointed to the Board on April 15, 2016. Mr. Golisano founded the B. Thomas Golisano Foundation in 1985. He also founded Paychex Inc., in 1971 and served as its President and Chief Executive Officer from 1971 to October 2004. He has been the Chairman of Paychex, Inc. since October 1, 2004 and also a Director since 1979. Mr. Golisano serves as the Chairman of Bluetie, Inc. He served as Chairman of Store To Door LLC. He served as the Chairman of Mykonos Software, Inc. Mr. Golisano served as the Chairman of Greater Rochester Fights Back, a coalition to combat illegal drugs and alcohol abuse. Mr. Golisano served as the Chairman of Safesite Records Management Corporation until its acquisition by Iron Mountain Incorporated in June 1997. He served as a Director of Ultra-Scan Corporation. He served as an Independent Director of Iron Mountain Incorporated from June 1997 to May 24, 2006. He served as a Director of SmartCare Clinics Inc. He serves a Trustee of the Rochester Institute of Technology and the Rochester Chamber of Commerce. The Board believes this experience qualifies him to serve as a director. RALPH T. IANNELLI Age 69 Mr. Iannelli was appointed to the Board on February 26, 2016. Mr. Iannelli is the Founder, Chief Executive Officer, and President of Essex, which is located in Montecito, California. Since its inception in 1993, Essex has provided over $1 billion in funding to a variety of credit-worthy companies focusing on funding companies that acquire assets through leasing rather than purchasing and presently includes over fifteen public and private companies in its portfolio. Mr. Iannelli is an investor and active board member for a broad range of companies including Neos Technologies LLC, Emida Technologies Inc. and a number of other start-up and later stage companies. Mr. Iannelli is also a member of the Investment Committee and Board of Trustees for the Santa Barbara Foundation and a member of the Board of Directors for ICivic.org. Mr. Iannelli began his career in 1970 in securities trading and sales at Loeb, Rhoades and Company. He later held management positions at IBM, and as an Executive Vice President at Nixdorf Computer and Pitney Bowes. Mr. Iannelli was a Partner at American Computer Leasing Corporation and a Principal at RAM Capital Corporation. Mr. Iannelli holds a Bachelor of Arts in History from St. Josephs College in Rensselaer, Indiana and attended the University of Chicago. Mr. Iannelli has extensive experience as a lender, investor and board member as well as significant knowledge regarding the Company’s history and business based on Essex entering into several machinery and equipment leases with the Company and certain of its predecessors. The Board believes this experience qualifies him to serve as a director. DAVID A. STILL Age 65 Mr. Still has been a Director of Twinlab Consolidated Holdings, Inc. since April 15, 2016. Mr. Still has served as a Director of Bak USA LLC since 2015, as a Trustee for WXXI Public Broadcasting Corporation since 2013 and as a Trustee and the Current Chairman of the Rochester Area Community Foundation since 2011. Mr. Still began his career in banking with Barclays Bank and has also served as Senior Managing Director of Fishers Asset Management from 1998 to 2017, as Chief Executive Officer of Networx Corporation Inc. from 2014 to 2016 and held various positions with Chase Manhattan Bank and Dunfries Corporation, a subsidiary of Chase Manhattan Bank, from 1991 to 1998, including most recently as Vice President and Portfolio Manager of Real Estate Lending. Mr. Still holds a Bachelor of Arts in Philosophy and a Master of Business Administration, both from the University of Pittsburgh. The Board believes this experience qualifies him to serve as a director. DAVID T. VAN ANDEL Age 57 Mr. Van Andel was appointed to the Board on February 23, 2015 and elected Chairman on February 26, 2016. He is Chairman and CEO of the Van Andel Institute for Education and Medical Research. He currently serves on the Board of Directors of Amway Corporation and serves on its Executive, Governance and Audit Committees and prior to leading the Van Andel Institute held various positions at Amway since 1977. He was a shareholder and member of the Board of Directors of Twinlab Holdings, Inc. ("THI") from January 1, 2013 through August 7, 2014 when THI was acquired by and became a subsidiary of Twinlab Consolidated Corporation ("TCC"). He co-founded IdeaSphere Inc., a predecessor of THI. He holds a B.A. in Business Administration from Hope College. Mr. Van Andel has an extensive history as a director and stockholder of certain of the Company’s predecessors. In addition, he has extensive experience as a corporate executive and investor in numerous industries. The Board believes this experience qualifies him to serve as a director. We believe that all of our current Board members possess the professional and personal qualifications necessary for Board service, and have highlighted particularly noteworthy attributes for each Board member in the individual biographies above. PROPOSAL 2 - Ratification of Appointment of Independent Registered Public Accounting Firm Our Audit Committee has appointed Tanner LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2017. Our Board has directed that this appointment be submitted to our stockholders for ratification. Although ratification of our appointment of Tanner LLC is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice. Tanner LLC also served as our independent registered public accounting firm for the fiscal year ended December 31, 2016. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit related services. A representative of Tanner LLC is expected to attend the Annual Meeting, make a statement if so desired and be available to respond to appropriate questions from stockholders. In the event that the appointment of Tanner LLC is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2018. Even if the appointment of Tanner LLC is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the best interests of Twinlab Consolidated Holdings, Inc. VOTE REQUIRED This proposal requires the approval of the affirmative vote of the holders of a majority in voting power of the shares of Common Stock of the Company which are present in person or by proxy and entitled to vote thereon. Abstentions will have the same effect as a vote against this proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of Tanner LLC, we do not expect any broker non-votes in connection with this proposal. RECOMMENDATION OF THE BOARD OF DIRECTORS The Board of Directors unanimously recommends a vote FOR the Ratification of the Appointment of Tanner LLC as our Independent Registered Public Accounting Firm. Report of the Audit Committee of the Board of Directors The Audit Committee has reviewed our audited financial statements for the fiscal year ended December 31, 2016 and has discussed these financial statements with management and our independent registered public accounting firm. The Audit Committee has also received from, and discussed with, our independent registered public accounting firm various communications that such independent registered public accounting firm is required to provide to the Audit Committee, including the matters required to be discussed by statement on Auditing Standard No. 1301,Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board ("PCAOB"). Our independent registered public accounting firm also provided the Audit Committee with a formal written statement required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between the independent registered public accounting firm and Twinlab Consolidated Holding's Inc., including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from Twinlab Consolidated Holding's Inc. Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Twinlab Consolidated Holding's Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Mark J. Bugge, Chairman Independent Registered Public Accounting Firm Fees and Other Matters The following table summarizes the fees of Tanner LLC, our independent registered public accounting firm, billed to us for each of the last two fiscal years for audit services and billed to us in each of the last two fiscal years for other services: Fee Category December 31, 2016 December 31, 2015 Audit Fees Audit-Related Fees Tax Fees All Other Fees Total Fees AUDIT FEES Tanner LLC (“Tanner”) billed the Company $297,307 and $260,400 in the aggregate for services rendered for the audits of the Company's 2016 and 2015 fiscal years and the review of the Company's interim financial statements included in the Company's Quarterly Reports on Form 10-Q for the Company's 2016 and 2015 fiscal years. AUDIT-RELATED FEES Tanner billed the Company $2,095 in the aggregate for audit-related services as defined by the SEC for the 401(k) audit for the Company’s 2016 fiscal year and did not render any bills to the Company for audit-related services for the 2015 fiscal year. TAX FEES Tanner billed the Company $35,925 and $65,150 in the aggregate for tax fees for the preparation of federal and state income tax returns for the Company’s 2016 and 2015 fiscal years. ALL OTHER FEES Tanner billed the Company $20,000 in the aggregate for other fees relating to the 2015 preparation of federal and state income tax returns for the Company’s 2016 fiscal year and did not render any bills to the Company for other services for the 2015 fiscal year. AUDIT COMMITTEE PRE-APPROVAL POLICY AND PROCEDURES The Board of Directors of the Company has appointed an Audit Committee, which operates pursuant to a written charter. The charter provides for the pre-approval of all audit services and all permitted non-audit services to be performed for the Company by the independent registered public accounting firm, subject to the requirements of applicable law. The procedures for pre-approving all audit and non-audit services provided by the independent registered public accounting firm will include the Audit Committee reviewing audit-related services, tax services and other services. The Audit Committee will periodically monitor the services rendered by and actual fees paid to the independent registered public accounting firm to ensure that such services are within the parameters approved by the Audit Committee. All of the audit, audit-related and tax services provided by Tanner LLC to us in 2016 and 2015 were approved by the Audit Committee pursuant to these procedures. All non-audit services provided in 2016 and 2015 were reviewed with the Audit Committee, which concluded that the provision of such services by Tanner LLC was compatible with the maintenance of that firm's independence in the conduct of its auditing function. Executive Officers The following table identifies our current executive officers: Name Age Position Naomi L Whittel 43 Chief Executive Officer and Director Alan S. Gever 62 Chief Financial Officer and Chief Operating Officer Mary L. Marbach 50 Chief Legal Officer and Corporate Secretary Gregory Thomas Grochoski 70 Executive Vice President and Chief Science Officer Naomi L. Whittel—Please refer to the biographical information for Ms. Whittel listed above under "Election of Directors." Alan S. Gever — Mr. Gever has served as our Chief Financial Officer and Chief Operating Officer since March 2017. Prior to joining the Company, Mr. Gever served as Chief Financial Officer of Spice Chain Corporation. Previously, he served as Chief Financial Officer and Chief Operating Officer of Vitalicious, Inc., Chief Financial Officer of Mavis Tire Supply Corp., Executive Vice President, Chief Financial Officer and Treasurer of Smart Balance, Inc., Chief Executive Officer of CCW Holdings, Inc., Chief Financial Officer of Ultimate Juice Company, and Co-CEO of Sharemax, Inc. He was also a Principal with Northpointe Consulting Group. Earlier in his career, he held senior management positions with Nabisco, Inc., most recently as Vice President and General Manager. Mr. Gever has his B.S. from Seton Hall University. Mr. Gever received a Bachelor of Science degree in Business Management from Seton Hall University, is a member of the Council of Supply Chain Management Professionals and a founding member of the Conference Board's Council of Purchasing and Supply Management. Mary L. Marbach — Ms. Marbach has served as our Chief Legal Officer since December 2016. Prior to joining the Company, Ms. Marbach was Vice President and General Counsel at Wetherill Associates, Inc, Chief Legal Officer and Corporate Secretary at Vitacost.com, Inc, and Senior Transactional Counsel at Imperial Finance and Trading, LLC in Boca Raton, Florida. Ms. Marbach was an associate at Greenberg Traurig, LLP in its Corporate and Securities Group in Boca Raton, Florida. Prior to that, she was an associate at Morrison & Foerster, LLP in its Corporate & Securities Group in Palo Alto, California. Ms. Marbach has her B.S. from Syracuse University, her M.B.A. from University of Miami, and her J.D. from Boston University School of Law. Ms. Marbach is a member of the State Bar of California and the State Bar of Florida. Gregory Thomas Grochoski — Mr. Grochoski has served as our Executive Vice President and Chief Science Officer since September 2014. Prior thereto, he served as Chief Science Officer for THI and its predecessor company commencing in 2004. Mr. Grochoski holds a BS in Economics and a BS in Chemistry from Grand Valley State University. Corporate Governance GENERAL The Company has adopted a Code of Ethics and Business Conduct that applies to all of its directors, officers (including its Chief Executive Officer, Chief Financial Officer, Controller and any person performing similar functions) and employees. The Company has made the Code of Ethics and Business Conduct available on its website at www.tchhome.com/code-of-ethics. Effective February 26, 2016, the Board of Directors created an audit committee. The Audit Committee is composed of Mark J. Bugge (Chairman), David A. Still and Ralph T. Iannelli. The Board of Directors has also formed a Compensation Committee, composed of B. Thomas Golisano (Chairman), Mark Bugge and Seth Ellis. We currently do not have a standing nominating committee of our Board of Directors, or BOARD COMPOSITION Our Board of Directors currently consists of seven (7) directors: Naomi L Whittel, Mark J. Bugge, Seth D. Ellis, B. Thomas Golisano, Ralph T. Iannelli, David A. Still and DIRECTOR INDEPENDENCE Messrs. Bugge, Ellis, Golisano, Iannelli, Still and Van Andel are currently the Board’s independent directors, as DIRECTOR CANDIDATES The Company COMMUNICATIONS FROM INTERESTED PARTIES The BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT Our Board of Directors Our Board of RISK CONSIDERATIONS IN OUR COMPENSATION PROGRAM We believe our compensation policies present no risks that are reasonably CODE OF ETHICS The Company has adopted a Code of Ethics and Business Conduct that applies to ANNUAL MEETING OF STOCKHOLDERSNOTICE OF ANNUAL MEETING AND PROXY STATEMENTTABLE OF CONTENTSPAGENOTICE OF ANNUAL MEETING OF STOCKHOLDERS1DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE3COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT6SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE6DIRECTOR COMPENSATION6EXECUTIVE COMPENSATION7INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM8PROPOSALS TO BE VOTED ONPROPOSAL NUMBER 1 –Election of Directors9PROPOSAL NUMBER 2 –Ratification of Seale & Beers, CPA’s as Auditors for the Fiscal Year 201410PROPOSAL NUMBER 3 –To hold an advisory vote to approve the Company’s Executive Compensation10PROPOSAL NUMBER 4 –To hold an advisory vote on the frequency of approval of the Company’s Executive Compensation11OTHER MATTERS111MIRROR ME, INC.1455 Kettner Blvd., #305San Diego, CA 92101PROXY STATEMENTFOR ANNUAL MEETING OF STOCKHOLDERSJULY 1, 20144800 T-Rex Avenue, Suite 305, Boca Raton, Florida 33431Mirror Me,Twinlab Consolidated Holdings, Inc. (hereinafter “MIRROR ME” or “Company”) of proxies in the accompanying form for theto be voted at our Annual Meeting of Stockholders to be held on July 1, 2014Thursday, May 25, 2017 (the "Annual Meeting"), at 4920 Conference Way South, Main Conference Room, Boca Raton, Florida 33431, at 10:00 a.m.00a.m. Eastern time, and at any continuation, postponement, or adjournment thereof.This proxy statement and the enclosed form of proxy were first sent to stockholders on or about June 20, 2014.If the form of proxy enclosed herewith is executed and returned as requested, it may nevertheless be revoked by the stockholder at any time prior to the Annual Meeting by filing an instrument revoking it or by submitting a duly executed proxy bearing a later date.SolicitationMeeting. Holders of proxies will be made by mail and by the Company’s Chairman, Luz Vazquez. The Company will reimburse brokerage firms, banks, trustees and others for their actual out-of-pocket expenses in forwarding proxy material to the beneficial ownersrecord of its common stock.Asshares of Common Stock, $0.001 par value ("Common Stock"), at the close of business on June 16, 2014, the record date forMarch 24, 2017 (the "Record Date"), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Company hadAnnual Meeting. As of the Record Date, there were approximately 252,924,027 shares of Common Stock issued and outstanding and entitled to vote 4,400,000 shares of Common Stock.at the Annual Meeting. Each share of Common Stock is entitled to one vote on all matters submittedany matter presented to stockholders at Annual Meeting. The holders of Common Stock will vote together as a single class on each matter to come before the Annual Meeting.IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON THURSDAY, MAY 25, 2017.2Company’s stockholders. Only stockholders of recordSecurities and Exchange Commission ("SEC") and that is designed to assist you in voting your shares.closeannual meeting.business on June 16, 2014proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as "householding" and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered.3adjournment thereof.business to be conducted. The presence at the meeting,Annual Meeting, in person or by proxy, of the holders of Common Stock holding in the aggregate a majority of thein voting power of the Company’s stockCommon Stock outstanding and entitled to vote shallon the Record Date will constitute a quorum forquorum.transaction of business. DirectorsAnnual Meeting only if you are elected by a plurality of votes properly cast by the holders of sharesTwinlab Consolidated Holdings, Inc. stockholder who is entitled to vote in the election at the Annual Meeting, or if you hold a valid proxy for the Annual Meeting. In order to be admitted into the Annual Meeting, you must present government-issued photo identification (such as a valid driver's license). If your bank or broker holds your shares in street name, you will also be required to present proof of beneficial ownership of our Common Stock on the Record Date, such as a bank or brokerage statement or a letter from your bank or broker showing that you owned shares of our Common Stock at whichthe close of business on the Record Date.present. not present at the scheduled time of the Annual Meeting, a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting.4“plurality”representative of the Company will act as our inspector of election and will tabulate and certify the votes.
and Broker Non-Votes56individuals who receivenominees receiving the largesthighest number of affirmative "FOR" votes arewill be elected as Directors. Votes withheld and broker non-votes will have no effect on the outcome of the vote on this proposal.upexpires at the 2017 Annual meeting of Stockholders. The current Directors are Naomi L Whittel, Mark J. Bugge, Seth D. Ellis, B. Thomas Golisano, Ralph T. Iannelli, David A. Still and David L. Van Andel.maximumBoard of Directors in February 2016 as the designees of Great Harbor Capital, LLC (the "Great Harbor Designees") pursuant to the Voting Agreement, dated as of October 5, 2015, and entered into among Great Harbor Capital, LLC, an affiliate of Mr. Van Andel, Golisano Holdings LLC, Thomas A. Tolworthy, the former President and Chief Executive Officer of the Company, Little Harbor, LLC, the David L. Van Andel Trust U/A dated November 30, 1993 and the Company (the “Great Harbor Voting Agreement”). Pursuant to the Great Harbor Voting Agreement, each of the parties agreed to vote the shares over which such holder has voting control in favor of the Great Harbor Designees for so long as Great Harbor Capital, LLC continues to beneficially own at least 10% of the outstanding shares of the Company's common stock. of directors to be chosen at the election (three at the Annual Meeting). Votes attempteddetermined from time to be cast against a director nominee are not given legal effect and are not counted as votes cast in an election of directors.Eachtime by resolution of the other proposals requiresBoard. Vacancies in the favorableBoard may be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors.present, eitherof Common Stock represented by the proxy for the election of Naomi L Whittel, Mark J. Bugge, Seth D. Ellis, B. Thomas Golisano, Ralph T. Iannelli, David A. Still and David L. Van Andel as Directors. Messrs. Bugge, Ellis, Golisano, Iannelli, Still, Van Andel and Ms. Whittel are currently serving as our Directors. In the event that any of the Director Nominees should become unable to serve or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors or the Board may elect to reduce its size. The Board of Directors has no reason to believe that any of the director nominees will be unable to serve if elected. Each of the Director Nominees has consented to being named in person,this proxy statement and entitled to vote. Abstentionsserve if elected.counthave no effect on the outcome of the vote on this proposal.7
purposeselection to the Board of establishingDirectors as Directors are as follows:
Director Since 
quorum, but will not countgoal of becoming an innovator in the health and wellness field by providing best-in-class, first-to-market nutritional supplements made with science-based ingredients. Ms. Whittel was the EY Entrepreneur of the Year 2013 Florida Award recipient in the Emerging category, as votes castwell as a national finalist. Ms. Whittel has extensive experience in the dietary supplement industry generally and in particular as the founder of an enterprise that was recently acquired by the Company and now constitutes a significant part of the Company’s business. The Board believes this experience qualifies her to serve as a director.electionGrand Rapids Public Museum and also serves on the board and finance committee of the Southeast/Mary Free Bed YMCA. Mr. Bugge has extensive finance and audit committee experience as well as significant knowledge regarding the Company’s history and business based on his work as an officer of Little Harbor LLC and Great Harbor Capital, LLC, each of which is or has been a shareholder of and lender to the Company or certain of its predecessors. The Board believes this experience qualifies him to serve as a director.8910
David A. Still
Ralph T. Iannelli11 $ 297,307 $ 260,400 2,095 — 35,925 65,150 20,000 — $ 355,327 $ 325,550 12any other proposala committee performing similar functions. Until such formal committee is established, our entire Board of Directors performs the same functions as a nominating committee.accordingly will haveDavid L. Van Andel. As indicated in our Bylaws, our Board of Directors consists of no effect.Stockholders who send in proxies but attendfewer than one (1) and no more than seven (7) directors, the meeting in person may vote directly if they prefer and withdraw their proxies or may allow their proxiesexact number to be voted withdetermined from time to time by resolution of the similar proxies sentBoard. Vacancies in the Board may be filled by other stockholders.2DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEThe namesthe affirmative vote of oura majority of the remaining directors and executive officers and their ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.DirectorsAgeTitleTermLuz Vazquez37President, Secretary, Treasurer & Chairman of the BoardSince November 2014Luz Vazquez, 37 years old, has served as Mirror Me, Inc.’s Chief Executive Officer, President, Treasurer and Chairmanthen in office, even though less than a quorum of the Board since October 24, 2013. Ms. Vazquezof Directors. At each annual meeting of stockholders, the successor to each director whose term then expires will be elected to serve from the time of election and qualification until the next annual meeting following election or such director's death, resignation or removal, whichever is a make-up artist who began her career in 2002 with MAC Cosmetics. In 2007, Ms. Vazquez stepped downearliest to occuran employee of MAC Cosmetics, but remained as a freelancer of MAC Cosmetics, to assist her husband with their retail store in Long Beach, California. Ms. Vazquez assists in selecting the merchandise forterm “independent” is defined under the store as well as organizing monthly fashion shows held in the store. Because of her beauty and retail knowledge and experience, Ms. Vazquez provides Mirror Me with valuable beauty industry expertise. Ms. Vazquez, has no experience in developing mobile applications and websites. We are using the services of a website and mobile app developer to design our logo and website and develop our mobile application.Director IndependenceNasdaq Stock Market ("NASDAQ") rules. Since the Over the Counter Quotation Board (“OTCQB”)OTCPK does not have rules regarding director independence, the Board makes its determination as to director independence based on the definition of “independence” as defined under the rules of the New YorkNasdaq Stock Exchange (“NYSE”)Market. In evaluating and American Stock Exchange (“Amex”). Our Board has not madedetermining the determination whether any of our Directors are considered independent, as defined in Section 803Aindependence of the NYSE Amex LLCdirectors, the Board considered the relationships disclosed below under "Certain Relationships and Related Person Transactions" and determined that those relationships do not impair the directors' independence from us and our management under the NASDAQ rules.13Guide. Therefore, as of the date of this filing, each Director should be considered as non-independent.does not have a separate nominating committee. The Board of Directors’ Leadership Structure and Role in Risk OversightLuz Vazquez, our President, serves asDirectors believes that the Chairmantask of nominating prospective directors requires the participation of all current independent directors, rather than a separate committee consisting of only certain independent directors. The independent directors will consider all qualified director candidates identified by various sources, including members of the Board, management and stockholders. Candidates for directors recommended by stockholders will be given the same consideration as those identified from other sources. The independent directors are responsible for reviewing each candidate’s biographical information, meeting with each candidate and assessing each candidate’s independence, skills and expertise based on a number of Directors. The Board believes this leadership structure provides the most efficient and effective leadership model for the Company by enhancing the Chairman and President’s ability to provide clear insight and direction of business strategies and plans to both the Board and management. The Board regularly evaluates its leadership structure and currently believes the Company can most effectively execute its business strategies and plans if the Chairman is also a member of the management team. A single person, acting in the capacities of Chairman and President, promotes unity of vision and leadership, which allows for a single, clear focus for management to execute the Company’s business strategies and plans.factors. While the Board has not made a determination as to director independence and all our Directors are considered as non-independent we do not have a designated lead independent director.3We take a comprehensive approach to risk management which is reflected informal policy on diversity, when considering the reporting process by which our management provides timely and comprehensive information to the Board to support the Board’s role in oversight, approval and decision-making. Our senior management is responsible for assessing and managing the Company’s various exposures to risk on a day-to-day basis, including the creationselection of appropriate risk management programs and policies. The Board is responsible for overseeing management in the execution of its responsibilities and for assessing the Company’s approach to risk management. The Board exercises these responsibilities periodically as part of its meetings. In addition, an overall review of risk is inherent in the Board’s consideration of the Company’s long-term strategies and in the transactions and other matters presented to the Board, including capital expenditures, acquisitions and divestitures, and financial matters.Corporate Governance and Board MattersBoard of Directors’ MeetingsIn fiscal year 2013 to date, Board of Directors’ actions were taken by four (4) Directors’ unanimous consents in lieu of regularly scheduled or special meetings. Directors are encouraged but not required to attend annual meetings of the Company’s stockholders.Board CommitteesOur Directors act as our Audit Committee, and perform the same functions as an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements, reviewingdirector nominees, the independent auditor’s independence, the financial statementsdirectors consider individuals with diverse backgrounds, viewpoints, accomplishments, cultural backgrounds, and their audit report, and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written Audit Committee charter or similar document. We have no financial expert on the Board. We believe the cost related to retaining a financial expert at this time is prohibitive.Director NominationsGenerally, nominees for Director are identified and suggested by the members of the Board using various methods. The Board has not retained any executive search firms orprofessional expertise, among other third parties to identify or evaluate Director candidates in the past and does not intend to in the near future. In selecting a nominee for Director, the Board considers the following criteria:1. whether the nominee has the personal attributes for successful service on the Board, such as demonstrated character and integrity; experience at a strategy/policy setting level; managerial experience dealing with complex problems; an ability to work effectively with others; and sufficient time to devote to the affairs of the Company;2. whether the nominee has been the chief executive officer or senior executive of a public company or a leader of a similar organization, including industry groups, universities or governmental organizations;3. whether the nominee, by virtue of particular experience, technical expertise or specialized skills or contacts relevant to the Company’s current or future business, will add specific value as a Board member; and4. whether there are any other factors related to the ability and willingness of a new nominee to serve, or an existing Board member to continue his/her service.4factors. Board has not established any specific minimum qualifications that a candidate for director must meet in order to be recommended for Board membership. Rather the Board will evaluate the mix of skills and experience that the candidate offers, consider how a given candidate meets the Board’s current expectations with respect to each such criterion and make a determination regarding whether a candidate should be recommended to the stockholders for election as a director.During 2013 and to date, the Company received no recommendation for Directors from its stockholders.The Company will consider for inclusion in its nominations of new Board of Director nominees proposed by stockholders who have held at least 1% of the outstanding voting securities of the Company for at least one year. Board candidates referred by such stockholders will be considered on the same basis as Board candidates referred from other sources. Any stockholder who wishes to recommend for the Company’s consideration a prospective nominee to serve on the Board of Directors may do so by giving the candidate’s name and qualifications in writingprovides a process for interested parties, including stockholders, to send communications to the Company’s Secretary at the following address: 1455 Kettner Blvd., #305, San Diego, CA 92101.Stockholder Communications with the Board of DirectorsStockholdersBoard. Anyone who wishwould like to communicate with, the Board may send a letter to the Secretary of the Corporation at 1455 Kettner Blvd., #305, San Diego, CA 92101. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” The Corporate Secretary will review any communication received from a stockholder, and all material communications from stockholders will be forwardedotherwise make his or her concerns known directly to the Chairman of the Board, the chairperson of the Audit Committee, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Secretary of the Company, 4800 T-Rex Avenue, Suite 305, Boca Raton, Florida 33431, who will forward all communications that, in his or her judgment, are appropriate for consideration to the appropriate party. Examples of communications that would not be appropriate for consideration by the directors include commercial solicitations and matters not relevant to the shareholders, to the functioning of the board, or to the affairs of the Company. Such communications may be done confidentially or anonymously.or other individualis currently chaired by Mr. Van Andel, while Ms. Whittel serves as our Chief Executive Officer. Based on the Company's present circumstances, our Board of Directors believes that the Company and its stockholders are best served by having Mr. Van Andel serve as appropriate.Codeits Chairman of Ethicsall of its directors, officers (including its Chief Executive Officer, Chief Financial Officer, Controller and any person performing similar functions) and employees. The Company has made this Code of Ethics and Business Conduct available on its website at www.tchhome.com/code-of-ethics. We expect that any amendments to the Code of Ethics and Business Conduct, or any waivers of its requirements, that are required to be disclosed by SEC rules will be disclosed on our website.A codethe Board and Ms. Whittel serve as its Chief Executive Officer. Our current leadership structure permits Ms. Whittel to focus her attention on managing our Company and permits Mr. Van Andel to manage the Board. Accordingly, we believe our current leadership structure is the optimal structure for us at this time.ethics relates to written standardsDirectors is responsible for overseeing our risk management process. Our Board of Directors focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our Board of Directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions. Our Board of Directors does not believe that its role in the oversight of our risks affects the Board's leadership structure.designedlikely to deter wrongdoinghave a material adverse effect on our Company.promote:
ATTENDANCE BY MEMBERS OF THE BOARD OF DIRECTORS AT MEETINGS
There were six meetings of the Board of Directors during the fiscal year ended December 31, 2016. During the fiscal year ended December 31, 2016, each director attended at least 75% of the aggregate of (i) all meetings of the Board of Directors and (ii) all meetings of the committees on which the director served during the period in which he or she served as a director.
Currently, we do not maintain a formal policy regarding director attendance at annual meetings of stockholders; however, it is expected that absent compelling circumstances, directors will attend each year's annual meeting of stockholders.
EXECUTIVE SESSIONS
The non-management members of the Board meet in regularly scheduled executive sessions. The Chairman presides over the regularly scheduled executive sessions.
Committees of the Board
Our Board has established a standing Audit committee, which operates under a written charter that was approved by our Board on April 12, 2016, and a Compensation Committee, which has not adopted a formal, written codecharter. The members of ethicsthe Audit Committee are Mark J. Bugge, who serves as committee chair, Ralph T. Iannelli and David A. Still. The members of our Compensation Committee are B. Thomas Golisano, who serves as committee chair, Mark J. Bugge and Seth Ellis.
AUDIT COMMITTEE
Our Audit Committee's responsibilities include, but are not limited to:
● | appointing, compensating, retaining and overseeing our independent registered public accounting firm; |
● | at least annually obtaining and reviewing our independent registered public accounting firms' report on independence and quality control; |
● | reviewing with our independent registered public accounting firm the scope and results of their audit, any audit problems or difficulties and management's response to any problems or difficulties; |
● | pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; |
● | overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; |
● | reviewing the facts and circumstances of each related party transaction under the Company's Related Party Transaction Policy and Procedures and either approve or disapprove of each related party transaction; |
● | reviewing and monitoring compliance with laws, rules, regulations and the Company's Code of Ethics and Business Conduct; and |
● | establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters, and for the confidential and anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters. |
We have determined that applies toeach of Messrs. Bugge, Iannelli and Still meets the definition of "independent director" for purposes of serving on an audit committee under Rule 10A-3 and the NASDAQ rules. In addition, our principal executive officer, principalBoard of Directors has determined that Mr. Bugge qualifies as an "audit committee financial officer, principal accounting officer or controller, or persons performing similar functions.
The Audit Committee held four meetings during the fiscal year ended December 31, 2016.
COMPENSATION COMMITTEE
The Compensation Committee is responsible for, among other matters:
● | reviewing and approving the compensation of our Chief Executive Officer (either alone or, if directed by the Board of Directors, in conjunction with a majority of independent directors) and reviewing and setting or making recommendations to the Board of Directors on the compensation of our other executive officers; |
● | reviewing and making recommendations to the Board of Directors on the compensation of our directors; |
● | appointing and overseeing any compensation consultants, legal counsel or other advisers; |
● | reviewing and approving or making recommendations to the Board of Directors regarding incentive compensation and equity-based plans and arrangements; and |
● | reviewing and discussing with management the Company's "Compensation Discussion & Analysis" to the extent required to be included in filings with the SEC. |
We have determined that each of Messrs. Golisano, Bugge, and Ellis meets the definition of "independent director" for purposes of serving on a compensation committee under the NASDAQ rules.
The Compensation Committee did not hold any meetings during the fiscal year ended December 31, 2016.
During 2016, KornFerry Future Step ("KornFerry") served as a compensation consultant to the Company and advised the Company and management with respect to grants of stock options and restricted stock units to the executive officers, other employees and directors. Other than as described above, KornFerry was not asked to perform any other services for the Company or management during 2016.
Executive and Director Compensation
This section discusses the material components of the executive compensation program for our executive officers who are named in the "2016 Summary Compensation Table" below. In 2016, our "named executive officers" consisted of the following:
● | Naomi Whittel, Chief Executive Officer; |
● | Thomas A. Tolworthy,Former Chief Executive Officer and Former President, |
● | William E. Stevens,Former Chief Financial Officer, |
● | Gregory Thomas Grochoski,Executive Vice President and Chief Science Officer, and |
● | Glenn S. Wolfson,Former Executive Vice President and Former Chief Administrative Officer. |
We are an "emerging growth company" under applicable federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, including the executive compensation disclosures required of a "smaller reporting company." In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which votes must be conducted.
2016 Summary Compensation Table
The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2016 and December 31, 2015.
Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) |
| | | | | | | | |
Naomi Whittel(1) | ||||||||
Chief Executive Officer | 2016 | $254,231 | — | $660,000 | — | — | — | $914,231 |
2015 | — | — | — | — | — | — | — | |
Thomas A. Tolworthy(3) | ||||||||
Former Chief Executive Officerand Former President | 2016 | $115,560 | — | — | — | — | $544,073(4) | $659,633 |
2015 | $442,325 | — | — | — | — | — | $442,325 | |
William E. Stevens(5) | ||||||||
Former Chief Financial Officer | 2016 | $246,154 | — | — | — | $50,000 | — | $296,154 |
2015 | — | — | — | — | — | — | --- | |
Gregory Thomas Grochoski | ||||||||
Executive Vice President and Chief Science Officer | 2016 | $262,500 | — | — | — | — | — | $262,500 |
2015 | $232,218 | — | — | — | — | — | $232,218 | |
Glenn S. Wolfson(6) | ||||||||
Former Executive Vice President and Chief Administrative Officer | 2016 | $82,576 | — | $55,000 | — | — | $201,823(7) | $339,399 |
| 2015 | $313,930 | — | — | — | — | — | $313,930 |
1 | Ms. Whittel was appointed as Chief Executive Officer of the Company effective March 16, 2016. |
2 | Reflects the aggregate grant date fair value of the stock awards granted to the named executive officers in 2016. See Note 11-Stockholders' Equity (Deficit) in our Annual Report on Form 10-K for such year for the assumptions used in valuing such stock awards. |
3 | Mr. Tolworthy was appointed as Chief Executive Officer and President and as a director of the Company on the closing date of the Merger on September 16, 2014 and served in those positions through March 16, 2016. |
4 | The amount in the all other compensation column includes the $500,000 paid to Mr. Tolworthy to repurchase his shares of the Company's common stock and $44,073 in accrued vacation pay under the terms of his Separation Agreement discussed under the "Narrative Disclosure to Summary Compensation Table" section below. |
5 | Mr. Stevens served as Chief Financial Officer from February 2016 to December 2016. |
6 | Mr. Wolfson served as Executive Vice President and Chief Administrative Officer from December 2014 to March 2016. |
7 | The amount in the all other compensation column includes the $175,000 paid to Mr. Wolfson as severance pay and consisting of twenty-six weeks of salary and $26,823 in accrued vacation pay. |
Narrative Disclosure to Summary Compensation Table
Employment Agreement with Naomi L. Whittel
Employment Term and Position
On September 21, 2016, the Company and Ms. Whittel entered into an employment agreement (the " Whittel Agreement") that has a three-year term from its commencement date of March 16, 2016 with automatic one-year renewal terms if the Board does not adoptnotify Ms. Whittel that the Company will not be renewing the employment term at least 180 days in advance of the end of the applicable term. The Whittel Agreement supersedes all previous employment agreements by and between the Company and Ms. Whittel. Pursuant to the Whittel Agreement, Ms. Whittel serves as Chief Executive Officer of the Company.
Base Salary, Annual Bonus, Benefits
Pursuant to the terms of the Whittel Agreement, Ms. Whittel is entitled to an annual base salary of $300,000 and an annual bonus of up to 150% of her annual salary pursuant to the satisfaction of performance targets and goals. In addition, Ms. Whittel is eligible to participate in the Company’s standard employee benefits programs available to senior executives. Ms. Whittel is also entitled to receive equity awards pursuant to satisfaction of performance goals. For a description of the equity award granted to Ms. Whittel, please see below under "—Equity-Based Compensation Awards."
Severance
The Whittel Agreement provides for severance upon a termination by us without cause or by Ms. Whittel for good reason. Upon a termination of Ms. Whittel's employment by us without cause or by reason of her resignation for "good reason" (as defined in the Whittel Agreement), Ms. Whittel is entitled to (1) a lump sum severance payment in the amount of $450,000, payable sixty days after termination, (2) all unpaid benefits, bonuses business expense reimbursements and (3) vesting of all granted stock options that are not vested at such time, subject to Ms. Whittel signing a codegeneral release. Ms. Whittel is also entitled to continued health benefits in accordance with Company policies. If Ms. Whittel’s employment is terminated by the Company exercising its termination rights or by Ms. Whittel for good reason, or after the fourth anniversary of ethics resultsthe Whittel Agreement, Ms. Whittel shall have the right to sell to the Company, any and all of the shares of the Company’s common stock and restricted stock units then held by her and the Company shall be required to purchase them, at the terms set forth in the Whittel Agreement.
Restrictive Covenants
Pursuant to the Whittel Agreement, Ms. Whittel is subject to non-competition and non-solicitation restrictions for a 12 month period after termination of employment. Ms. Whittel is also subject to confidentiality restrictions.
Employment Agreement and Separation Agreement with Thomas A. Tolworthy
Employment Term and Position
On August 7, 2014, the Company and Mr. Tolworthy entered into an employment agreement (the "Tolworthy Agreement"). Pursuant to the Tolworthy Agreement, Mr. Tolworthy served as Chief Executive Officer and President of the Company.
Base Salary, Annual Bonus, Benefits
Pursuant to the terms of the Tolworthy Agreement, Mr. Tolworthy was entitled to a base salary based on an annualized rate of $500,000 from havingthe start date through December 31, 2014 and beginning January 1, 2015, an initial base salary based on an annualized rate of $600,000, plus a small management structure operatingdiscretionary cash bonus for the remainder of 2014 and a performance-based target annual bonus payable upon achievement of applicable performance metrics thereafter. Mr. Tolworthy did not accept payment of the additional $100,000 of base salary for 2015, agreeing instead to accept $500,000 of base salary for 2015. In addition, Mr. Tolworthy was eligible to participate in the Company’s equity incentive program and standard employee benefits programs available to senior executives.
Separation and Release Agreement Terms
On March 23, 2016, the Company and Mr. Tolworthy entered into a Separation and Release Agreement (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company agreed to (i) purchase from Mr. Tolworthy 35,551,724 shares of the Company’s common stock for an aggregate price of $500,000; (ii) pay the cost of Mr. Tolworthy’s health insurance continuation coverage available under the federal COBRA law for the twelve (12) months following the termination date if Mr. Tolworthy timely elected and remained eligible for coverage under COBRA during that period; and (iii) pay Mr. Tolworthy $44,073 as settlement for accrued vacation pay.
Pursuant to the Separation Agreement, the Company provided notice of its request that Mr. Tolworthy surrender 9,306,898 shares of common stock pursuant to that certain Subscription and Surrender Agreement, dated as of September 3, 2014, entered into between Twinlab Consolidation Corporation, a wholly-owned subsidiary of the Company, and Mr. Tolworthy and assumed by the Company on September 16, 2014 (the “Surrender Agreement”).
The Separation Agreement included mutual release, standstill, and similar provisions typical for this type of separation agreement.
Restrictive Covenants
Pursuant to the Tolworthy Agreement, Mr. Tolworthy was subject to non-competition and non-solicitation restrictions for a 12 month period after termination of employment. Mr. Tolworthy was also subject to confidentiality restrictions.
Terms of Agreement with William E. Stevens
Employment Term and Position
Mr. Stevens was appointed Chief Financial Officer of the Company pursuant to the Terms of Agreement effective as of January 1, 2016 (the “Stevens Agreement”). On December 6, 2016, Mr. Stevens informed the Company that he did not intend to renew the term of his employment agreement, and as a result his employment term ended on December 31, 2016.
Base Salary, Annual Bonus, Benefits
Under the Stevens Agreement, Mr. Stevens was entitled to a base salary at an original annualized rate of $250,000. Mr. Stevens' was also entitled to an annual bonus opportunity of $50,000 based on metrics to be set by his supervisor.
Severance
Mr. Stevens was not entitled to any severance payments under the Stevens Agreement.
Restrictive Covenants
There were no restrictive covenants in the Stevens Agreement.
Employment Agreement with Glenn S. Wolfson
Employment Term and Position
On December 1, 2014, the Company and Mr. Wolfson entered into an employment agreement (the "Wolfson Agreement"). Mr. Wolfson's employment relationship with the Company under the Employment Agreement was at-will. Pursuant to the Employment Agreement, Mr. Wolfson served as the managementCompany's Chief Administrative Officer.
Base Salary, Annual Bonus, Benefits
Pursuant to the terms of the Wolfson Agreement, Mr. Wolfson was entitled to an annual base salary at an annualized rate of $350,000, plus a discretionary cash bonus for the Company. We believe thatremainder of 2014, and a performance-based target annual bonus of 50% of his annual salary pursuant to the interactionsatisfaction of performance targets and goals to be approved by the Board. In addition, Mr. Wolfson was eligible to participate in the Company’s equity incentive program and standard employee benefits programs available to senior executives.
Severance
Mr. Wolfson's employment relationship with the Company was at-will, subject to his right to receive under the Wolfson Employment Agreement, and subject to certain conditions, severance pay in the event of termination without cause or resignation for good reason consisting of twenty-six weeks of salary and other minor benefits.
Restrictive Covenants
Pursuant to the Wolfson Agreement, Mr. Wolfson was subject to non-competition and non-solicitation restrictions for a 12 month period after termination of employment. Mr. Wolfson was also subject to confidentiality restrictions.
Equity-Based Compensation Awards
The only equity compensation plan currently in effect is the Twinlab Consolidation Corporation 2013 Stock Incentive Plan (the “TCC Plan”), which occurs within suchwas assumed by the Company on September 16, 2014. The TCC Plan originally established a small management structure eliminatespool of 20,000,000 shares of common stock for issuance as incentive awards to employees for the current need for such a code,purposes of attracting and retaining qualified employees who will aid in that violationsour success. During 2016 and 2015, we granted Restricted Stock Units ("RSUs"), to certain employees pursuant to the TCC Plan. Each Restricted Stock Unit relates to one share of the code would be reportedCompany’s common stock. The Restricted Stock Unit awards vest 25% each annually on various dates through 2019. We estimated the grant date fair market value per share of the Restricted Stock Units and are amortizing the total estimated grant date value over the vesting periods. During the year ended December 31, 2016, a total of 822,890 shares of common stock were issued to employees pursuant to the party generatingvesting of Restricted Stock Units. As of December 31, 2016, 4,819,394 shares remain available for use in the violation.TCC Plan
In 2016, the Company also granted 3,000,000 full vested shares of Company common stock, subject to the terms and conditions of the TCC Plan, as amended from time to time, to Ms. Whittel.
Other Elements of Compensation
Retirement Plans
Until June 2016, the Company maintained a defined contribution retirement plan (the “Plan”) which qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. All employees over the age of 18 were eligible for participation in the Plan, on the 1st day of the 1st month following 30 days of employment with the Company. The Plan was a safe harbor plan, requiring the Company to match 100% of the first 1% of eligible salary contributed per pay period by participating employees, and to match 50% on the next 5% of eligible salary contributed per pay period by participating employees (with matching capped at 6% per pay period). Currently, we no longer offer matching but do allow our employees to contribute to a 401(k) portfolio. The Company recognized expenses of $203 and $353 related to the Plan in 2016 and 2015, respectively.
Outstanding Equity Awards at Fiscal Year-End
The outstanding equity awards at fiscal year-end table has been omitted as there is no required information to be disclosed for the fiscal year ended December 31, 2016.
DIRECTOR COMPENSATION
We do not currently have an established compensation package for Board members.
Security Ownership of Certain Beneficial Owners and Management
The following table presents information to the best of our knowledge, about the beneficial ownership of ourthe Company’s common stock on June 16, 2014as of March 24, 2017 by those persons known to beneficially own more than 5% of our capital stock and by our Directorsdirectors, named executive officers, and current executive officers.officers and directors as a group. The percentage of beneficial ownership for the following table is based on 4,400,000252,924,027 shares of common stock outstanding.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange CommissionSEC and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days after June 16, 2014March 24, 2017, pursuant to options, warrants, conversion privilegesrestricted stock units or other rights. The percentage of ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission,SEC, that only the person or entity whose ownership is being reported has vested restricted stock units or converted options or warrants into shares of our common stock.
Name of Beneficial Owner (1) | Number of Shares | Percent Beneficially Owned | |||
| Common | Luz Vazquez | 4,000,000 | 90% | ||
| Directors & Officers as a Group | 4,000,000 | 90% |
Beneficial Ownership | |||||
Name and Address of beneficial owner1 | Shares of Common Stock | Percentage of Class | |||
5% Stockholders |
| ||||
Little Harbor LLC2 | 33,168,948 | 13.11% | |||
Great Harbor Capital, LLC3 | 48,332,266 | 19.11% | |||
David L. Van Andel Trust u/a dated November 19934 | 34,791,814 | 13.76% | |||
Golisano Holdings LLC.5 | 91,766,636 | 36.04% | |||
Named Executive Officers and Directors | |||||
Naomi L. Whittel6 | 6,493,450 | 2.57% | |||
Thomas A. Tolworthy7 | - | -- | |||
William E. Stevens7 | 250,000 | * | |||
Gregory Thomas Grochoski | 1,200,000 | * | |||
Glenn C. Wolfson7 | 250,000 | * | |||
Mark J. Bugge | - | * | |||
Seth D. Ellis8 | - | * | |||
Ralph T. Iannelli9 | 1,109,204 | * | |||
David L. Van Andel10 | 116,293,028 | 45.98% | |||
B. Thomas Golisano 5 | 91,766,636 | 36.04% | |||
David A. Still | - | * | |||
All executive officers and directors as a group (10 persons) | 216,862,318 | 85.18% | |||
* | Less than 1% of the |
1 | Except as otherwise provided, each party's address is |
2 | These shares are owned by Little Harbor LLC, a Nevada limited liability company, of which David L. Van Andel is the sole manager and a holder of as sole trustee of the David L. Van Andel Trust u/a dated November 30, 1993 of 80.5% of the membership interests. This number does not include a warrant issued into escrow in favor of Little Harbor LLC on July 21, 2016 and exercisable for up to 2, 168,178 shares of the Company’s common stock but which only become exercisable if removed from escrow upon the failure of the Company to make payment in full of the promissory note at maturity, as the same may be accelerated in accordance with the terms of the note. The business address of Little Harbor LLC is 3133 Orchard Vista Drive SE, Grand Rapids, Michigan 49546. |
3 | These shares are owned by Great Harbor Capital, LLC, a Delaware limited liability company, of which David L. Van Andel is the sole manager and a holder as sole trustee of the David L. Van Andel Trust of 100% of the membership interests. This number does not include warrants issued into escrow in favor of Great Harbor Capital, LLC on January 28, 2016, March 21, 2016 and December 31, 2016 and exercisable for up to 1,136,363, 3,181,816 and 1,136,363 shares of the Company’s common stock, respectively, but which only become exercisable if removed from escrow upon the failure of the Company to make payment in full of the promissory note in connection with which each warrant was issued at maturity, as the same may be accelerated in accordance with the terms of each respective note. The business address of Great Harbor Capital, LLC is 3133 Orchard Vista Drive SE, Grand Rapids, Michigan 49546. |
4 | These shares are owned by the David L. Van Andel Trust u/a dated November 30, 1993, of which David L. Van Andel is the sole trustee and the principal beneficiary. The business address of the David L. Van Andel Trust u/a dated November 30, 1993 is 3133 Orchard Vista Drive SE, Grand Rapids, Michigan 49546. |
5 | By Schedule 13D/A, filed with the SEC on March 20, 2017, Golisano Holdings LLC reported that as of March 8, 2017, it has sole voting power and sole dispositive power over 90,090,000 shares. This number also includes shares that may be issuable pursuant to the exercise of warrants for up to 869,618 and 807,018 shares that Golisano Holdings LLC acquired in March of 2017 in connection with its acquisition of promissory notes from Penta Mezzanine SBIC Fund I, L.P. ("Penta"). This number does not include shares that may be issuable pursuant to the exercise of warrants for up to 4,960,790 shares that Golisano Holdings LLC acquired in March of 2017 in connection with its acquisition of promissory notes from Penta as this warrant is only exercisable after the occurrence of certain put events set forth in the warrant. This number does not include shared voting power held by Golisano Holdings LLC over 251,241,650 shares of the Company's common stock with respect solely to the right to have certain shareholders vote in favor of electing two nominees of Golisano Holdings LLC to the Company's Board of Directors pursuant to a voting agreement. This number does not include a contingent warrant issued to Golisano LLC on October 5, 2015 and exercisable as of December 31, 2016 (reflecting certain exercises and cancellations in part) for up to 4,756,505 shares of the Company’s common stock, but which is only exercisable if and when other warrants that existed as of the issue date are exercised by the holders thereof. This number does not include warrants issued into escrow in favor of Golisano LLC on January 28, 2016, March 21, 2016, July 21, 2016, December 30, 2016 and March 14, 2017 and exercisable for up to 1,136,363, 3,181,816, 2,168,178, 1,136,363 and 1,484,847 shares of the Company’s common stock, respectively, but which only become exercisable if removed from escrow upon the failure of the Company to make payment in full of the promissory note in connection with which each warrant was issued at maturity, as the same may be accelerated in accordance with the terms of each respective note. Golisano Holdings LLC shares beneficial ownership of the reported shares with Mr. Golisano, the controlling member of Golisano Holdings LLC. The business address of Golisano Holdings is: 1 Fishers Road, Pittsford, New York 14534. |
6 | Includes 3,493,450 shares owned by Health KP, LLC (“HKP”), a Delaware limited liability company, of which Ms. Whittel owns a 65% membership interest. Ms. Whittel disclaims beneficial ownership of any shares held by Health KP except to the extent of her pecuniary interest therein. |
| 7 | This information is tothe best of our knowledge since Messrs. Tolworthy, Stevens and Wolfson are no longer employed by the Company. |
8 | Mr. Ellis has a business address at c/o Penta Mezzanine, 20 N. Orange Avenue, Orlando, Florida 32801. |
9 | Includes 31,282 shares owned by and 1,077,922 shares issuable upon the exercise of a warrant by Essex Capital Corporation (“Essex”), a California corporation, of which Mr. Iannelli is the sole owner. Mr. Iannelli disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The business address for Mr. Iannelli is c/o Essex Capital Corporation, 1486 East Valley Road, Santa Barbara, California 93108. |
10 | Includes 34,791,814 shares owned by the Van Andel Trust, of which Mr. Van Andel is the sole trustee and the principal beneficiary, 33,168,948 shares owned by Little Harbor of which he is the sole manager and a holder as sole trustee of the Van Andel Trust of 80.5% of the membership interests, and 48,332,266 shares owned by Great Harbor Capital, LLC, a Delaware limited liability company, of which he is the sole manager and a holder as sole trustee of the Van Andel Trust of 100% of the membership interests. Mr. Van Andel disclaims beneficial ownership of any shares held by the limited liability companies named above except to the extent of his pecuniary interest therein. This number does not include shared voting power held by Great Harbor Capital, LLC, and beneficially by Mr. Van Andel as the controlling member of Great Harbor Capital, LLC, over 251,241,650 shares of the Company’s common stock with respect solely to the right to have certain shareholders vote in favor of electing two nominees of Great Harbor Capital, LLC to the Company’s Board of Directors pursuant to a voting agreement. The business address of Mr. Van Andel is 3133 Orchard Vista Drive SE, Grand Rapids, Michigan 49546. |
Certain Relationships and Related Person Transactions
The following are certain transactions, arrangements and relationships with our directors, executive officers and stockholders owning 5% or more of our outstanding Common Stock. Amounts shown below are in thousands (except share amounts).
Pursuant to a July 2014 Debt Repayment Agreement with Little Harbor, an entity owned by Mr. Van Andel and William W. Nicholson, a shareholder who served as a director of the Company from January 2015 through September 22, 2015, the Company is obligated to pay such party $4,900 per year in structured monthly payments for 3 years provided that such payment obligations will terminate at such earlier time as the trailing ninety day volume weighted average closing sales price of the Company’s common stock on all domestic securities exchanges on which such stock is listed equals or exceeds $5.06 per share. The balance of the note payable to Little Harbor as of December 31, 2016 was $3,061.
On November 13, 2014, the Company raised proceeds of $8,000, less certain fees and expenses, from the issuance of a secured note to Penta Mezzanine SBIC Fund I, L.P. (“Penta”). The Managing Director of Penta, an institutional investor, is Mr. Ellis. We granted Penta a security interest in our assets and pledged the shares of our subsidiaries as security for the note. This note matures on November 13, 2019 with payments of principal due on a quarterly basis commencing on November 13, 2017 in installments of (i) $360 per quarter for the first four quarters, (ii) $440 per quarter for the next four quarters and (iii) $520 per quarter for each quarter thereafter. This note bears interest of 12% per annum, payable monthly. The Company issued a warrant to Penta to purchase 4,960,740 shares of the Company’s common stock in connection with this loan. The estimated fair value of the warrant at the date of issuance was $3,770, which was recorded as a note discount and is being amortized into interest expense over the term of this loan. Additionally, we had incurred loan fees of $273, which is also being amortized into interest expense over the term of this loan. The balance of the note payable to Penta as of December 31, 2016 was $5,696. Interest in the amount of $650.7 was paid by the Company pursuant to the note during the year ended December 31, 2016. On March 8, 2017, Golisano Holdings LLC acquired this note payable from Penta. The Company's terms of this note payable remain the same with the only change for the Company being the holder of the promissory note.
In connection with the November 13, 2014 note for $8,000, Penta was issued a warrant to acquire 4,960,740 shares of the Company’s common stock at an aggregate exercise price of $0.01, through November 13, 2019. In connection with Penta’s consent to the terms of additional debt obtained by us, we also granted Penta a warrant to acquire a total of 869,618 shares of common stock at a purchase price of $1.00 per share, through November 13, 2019. Both warrant agreements grant Penta certain registration rights, commencing October 1, 2015, for the shares of common stock issuable on exercise of the warrants. Penta has the right, under certain circumstances, to require us to purchase all or any portion of the equity interest in the Company issued or represented by the warrant to acquire 4,960,740 shares at a price based on the greater of (i) the product of (x) ten times the Company's adjusted EBITDA with respect to the twelve months preceding the exercise of the put right times (y) the investor’s percentage ownership in the Company assuming full exercise of the warrant; or (ii) the fair market value of the investor’s equity interest underlying the warrant. In the event (i) the Company does not have the funds available to repurchase the equity interest under the warrant or (ii) such repurchase is not lawful, adjustments to the principal of the note purchased by Penta will be made or, under certain circumstances, interest will be charged on the amount otherwise due for such repurchase. The Company has the right, under certain circumstances, to require Penta to sell to us all or any portion of the equity interest issued or represented by the warrant to acquire 4,960,740 shares. The price for such repurchase will be the greater of (i) the product of (x) eleven times the Company's adjusted EBITDA with respect to the twelve months preceding the exercise of the call right times (y) the investor’s percentage ownership in the company assuming full exercise of the warrant; or (ii) the fair market value of the equity interests underlying the warrant; or (iii) $3,750. In connection with Golisano Holdings LLC’s acquisition of the note payable from Penta on March 8, 2017, these warrants were assigned to Golisano Holdings LLC.
Pursuant to a Stock Purchase Agreement dated June 30, 2015, a warrant was issued to Penta to purchase an aggregate 807,018 shares of our common stock at a price of $0.01 per share at any time prior to the close of business on June 30, 2020. We granted Penta certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the warrant.
On February 6, 2015, the Company raised proceeds of $2,000, less certain fees and expenses, from the issuance of a secured note payable to Penta. The proceeds were restricted to pay a portion of the acquisition of the customer relationships of Nutricap Labs, LLC (“Nutricap”). This note matures on November 13, 2019 with payments of principal due on a quarterly basis commencing November 13, 2017 in installments of (i) $90 per quarter for the first four quarters, (ii) $110 per quarter for the next four quarters and (iii) $130 per quarter for each quarter thereafter. This note bears interest of 12% per annum, payable monthly. The Company issued a warrant to Penta to purchase 869,618 shares of the Company’s common stock in connection with this loan. The estimated fair value of these warrants at the date of issuances totaled $250, which was recorded as a note discount and is being amortized into interest expense over the term of this loan. Additionally, we had incurred loan fees of $90, which is also being amortized into interest expense over the term of these loans. On March 8, 2017, Golisano Holdings LLC acquired this note payable from Penta. The Company's terms of this note payable remain the same with the only change for the Company being the holder of the promissory note. The balance of the note payable to Penta as of December 31, 2016 was $1,799. Interest in the amount of $203.3 was paid by the Company pursuant to the note during the year ended December 31, 2016.
On June 2, 2015, the Company and Little Harbor entered into a Stock Purchase Agreement (the “Little Harbor SPA”). Pursuant to the Little Harbor SPA, the Company sold Little Harbor 3,289,474 shares of its common stock at $0.76 per share for aggregate proceeds to the Company of $2,500. Little Harbor delivered to the Company the purchase price for the shares in the form of Little Harbor’s irrevocable agreement to accept the shares issued by the Company pursuant to the Little Harbor SPA in lieu of $2,500 worth of periodic payments otherwise due Little Harbor under an outstanding debt agreement.
Pursuant to the Little Harbor SPA, a warrant was issued to Little Harbor to purchase an aggregate 3,289,474 shares of the Company’s common stock at a price of $0.01 per share. The Company granted Little Harbor certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the warrant. Effective August 14, 2015, the Company amended the June 2, 2015 Little Harbor warrant to eliminate the variable anti-dilution and/or price protection mechanisms contained in the warrant agreement. On September 30, 2015, Little Harbor exercised the warrant and the Company received aggregate proceeds of $33.
In connection with a September 3, 2014 debt agreement with Mr. Van Andel, TCC issued to Mr. Van Andel a warrant to acquire 5,592,105 shares of TCC common stock at a purchase price of $0.76 per share at any time prior to September 6, 2017. The Company subsequently assumed the warrant. The warrant agreement contained certain anti-dilution provisions, and subsequently, the number of common shares that could be acquired was increased by 185,306 shares. Pursuant to a June 2, 2015 stock purchase agreement discussed below, the warrant to purchase a total of 5,777,411 shares of common stock was cancelled.
On January 22, 2015, the Company raised proceeds of $5,000, less certain fees and expenses, from the sale of a note to JL-Mezz Utah, LLC (f/k/a JL-BBNC Mezz Utah, LLC) (“JL”). The proceeds were restricted to pay a portion of the Nutricap asset acquisition. We granted JL a security interest in the Company’s assets, including real estate and pledged the shares of our subsidiaries as security for the note. The note matures on February 13, 2020 with payments of principal due on a quarterly basis commencing March 1, 2017 in installments starting at $250 per quarter and increasing to $350 per quarter. This note bears interest of 12% per annum, payable monthly. The Company issued a warrant to JL to purchase 2,329,400 shares of the Company’s common stock on January 22, 2015 and 434,809 shares of the Company’s common stock on February 4, 2015. The estimated fair value of these warrants at the date of issuances was $4,389, which was recorded as a note discount and is being amortized into interest expense over the term of these loans. Additionally, we had incurred loan fees of $152 relating to this loan, which is also being amortized into interest expense over the term of these loans. The balance of the note payable as of December 31, 2016 was $2,256. Interest in the amount of $650.7 was paid by the Company pursuant to the note during the year ended December 31, 2016. On March 8, 2017, Golisano LLC acquired this note payable from JL. The terms of this note payable remain the same with the only change for us being the holder of the promissory note.
On June 2, 2015, the Company, the Van Andel Trust and Mr. Van Andel entered into a Stock Purchase Agreement (the “Van Andel Trust SPA”). Mr. Van Andel is the sole trustee of the Van Andel Trust. Pursuant to the Van Andel Trust SPA, the Company sold the Van Andel Trust 3,289,474 shares of its common stock at $0.76 per share for aggregate proceeds to the Company of $2,500. Pursuant to the Van Andel Trust SPA, two warrants were issued to the Van Andel Trust.
Pursuant to the first warrant, the Van Andel Trust had the right to acquire an aggregate 3,289,474 shares of the Company’s common stock at a price of $0.01 per share. The Company granted the Van Andel Trust certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the first warrant. Effective August 14, 2015, the Company amended the first Van Andel Trust warrant to eliminate the variable anti-dilution and/or price protection mechanisms contained in the warrant agreement. On September 30, 2015, the Van Andel Trust exercised the first warrant and the Company received aggregate proceeds of $33.
Pursuant to the second warrant, the Van Andel Trust had the right to acquire an aggregate 12,987,021 shares of the Company’s common stock at a price of $0.385 per share. The Company granted the Van Andel Trust certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the second warrant. Effective August 14, 2015, the Company amended the second Van Andel Trust warrant to eliminate the variable anti-dilution and/or price protection mechanisms contained in the warrant agreement. On September 10, 2015, the Van Andel Trust exercised the second warrant and the Company received aggregate proceeds of $5,000.
On October 1, 2015, the Company and Great Harbor, an entity owned by Mr. Van Andel, entered into a Stock Purchase Agreement (the “Great Harbor SPA”). Pursuant to the Great Harbor SPA, the Company issued and sold to Great Harbor on October 2, 2015 41,379,310 shares of the Company’s common stock for an aggregate purchase price of $12,000. Great Harbor has the right to participate in certain future issuances of equity securities (including rights, options or warrants to purchase such equity securities or securities that are convertible or exchangeable into or exercisable for such equity securities) of the Company up to an amount sufficient to allow Great Harbor to maintain its then-proportional ownership interest in the Company. The Company agreed, upon request by Great Harbor, to enter into a registration rights agreement with Great Harbor with respect to the shares of common stock issued under the Great Harbor SPA.
From January 1, 2014 to the present, Twinlab Corporation, which we refer to as Twinlab, has sold certain products to Alticor, such sales ranging from approximately $1,000 to $2,500 on an annual basis. All product sales by Twinlab to Alticor are pursuant to arm’s length business transactions whereby Alticor at all times has the right to choose the vendor(s) of its choice for supply of its products. Mr. Van Andel is an equity owner and a member of the board of directors of Alticor. The Company believes that the sales by Twinlab to Alticor are such a de minimus part of Alticor’s overall sales, that any pecuniary benefit of these sales potentially attributable to equity owned by Mr. Van Andel is immaterial.
In connection with the asset acquisition of Nutricap, NutraScience Labs, Inc., which we refer to as NutraScience, issued a $2,500 promissory note in favor of Nutricap bearing interest at a rate of 6% per annum and maturing 60 days after the closing of the acquisition and a $1,478 promissory note in favor of Nutricap bearing interest at a rate of 3% per annum and payable in 12 equal monthly installments of principal and interest commencing in February 2015. On June 30, 2015, NutraScience and Nutricap entered into an Amended and Restated Promissory Note (the “Nutricap Note”) in the original principal amount of $2,750 representing the original principal amount of $2,500 plus a late fee of $250, with a maturity date of January 1, 2016. As a condition to the extension provided in the Nutricap Note, Nutricap required that payment be guaranteed by TCC and also, jointly and severally, by Essex and its owner Mr. Iannelli. Accordingly, on June 30, 2015, TCC entered into a Payment Guaranty with Nutricap (the “TCC Guaranty”), and Essex and Mr. Iannelli, jointly and severally, entered into a Payment Guaranty with Nutricap (the “Essex Guaranty”), with both the TCC Guaranty and the Essex Guaranty guaranteeing payment in full to Nutricap of all amounts as and when due by NutraScience under the Nutricap Note, including payment in full of all amounts due and owing upon maturity, as well as any costs of enforcement incurred by Nutricap in connection therewith. The $2,750 promissory note was repaid in January 2016 and the $1,478 promissory note was repaid in February 2016.
On June 30, 2015, Twinlab entered into a bill of sale with Essex pursuant to which Twinlab sold certain machinery and equipment associated with Twinlab’s manufacturing operations in American Fork, Utah to Essex for an aggregate purchase price of $2,900 in exchange for (i) Essex’s agreement to enter into the Essex Guaranty described above, and (ii) Essex’s agreement, in addition to simply providing the Essex Guaranty, to in fact make all payments to Nutricap as and when due under the Nutricap Note, including payment in full of all amounts due and owing at maturity thereof, thus extinguishing the Nutricap Note of $2,750. On the same date, Twinlab leased the same machinery and equipment back from Essex, pursuant to two 36-month commercial lease agreements requiring monthly lease payments by Twinlab of $89 and $5, respectively. On December 30, 2015, the larger of the two leases was amended to incorporate the equipment leased under the smaller of the two leases (which smaller lease was terminated) and to extend the term of the remaining lease for a term of 36 months from the effective date of the amendment with monthly lease payments of $98.
On December 30, 2015, the Company consolidated these two leases into a single lease with a new 36-month term and requiring monthly payments of $96. The Company received $496 of additional consideration for this consolidation, amendment and extension of the initial lease.
On August 14, 2014, Twinlab entered into a 36-month machinery and equipment lease with Essex with monthly payments of $72.
In connection with the guarantee of the note payable issued in the Nutricap asset acquisition and equipment financing by Essex discussed above, Essex was issued a warrant exercisable for an aggregate 1,428,571 shares of the Company’s common stock at a purchase price of $0.77 per share, at any time prior to the close of business on June 30, 2020. The number of shares issuable upon the exercise of the warrant is subject to adjustment on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) sale of all or substantially all of our assets or property. Essex subsequently assigned warrants for 350,649 shares to another company.
On January 28, 2016, Golisano Holdings LLC ("Golisano LLC") lent the Company $2,500 pursuant to an Unsecured Promissory Note, dated January 28, 2016 (the “Golisano Note”). The Golisano Note matures on January 28, 2019. Interest on the outstanding principal accrues at a rate of 8.5% per year. The principal of the Golisano Note is payable in twenty-four (24) monthly installments of $104 commencing on February 28, 2017. Pursuant to the Golisano Note, the Company issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,136,363 shares of the company’s common stock, at an exercise price of $.01 per share (the “Golisano Warrant”). The Golisano Warrant will not be released from escrow or be exercisable unless and until the Company fails to pay Golisano LLC the entire unamortized principal amount of the Golisano Note and any accrued and unpaid interest thereon as of January 28, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano Note). The Company and Golisano LLC previously entered into a Registration Rights Agreement, dated as of October 5, 2015 (the “Registration Rights Agreement”), granting Golisano LLC certain registration rights for certain shares of common stock. The shares of common stock issuable pursuant to the Golisano Warrant are also entitled to the benefits of the Registration Rights Agreement. The balance of the Golisano Note as of December 31, 2016 was $2,500. Interest in the amount of $197.7 was paid by the Company pursuant to the Golisano Note during the year ended December 31, 2016.
On January 28, 2016, Great Harbor lent the Company $2,500 pursuant to an Unsecured Promissory Note, dated January 28, 2016 (the “Great Harbor Note”). The Great Harbor Note matures on January 28, 2019. Interest on the outstanding principal accrues at a rate of 8.5% per year. The principal of the Great Harbor Note is payable in twenty-four (24) monthly installments of $104 commencing on February 28, 2017. The Great Harbor Note provides that the Company issue into escrow in the name of Great Harbor a warrant to purchase an aggregate of 1,136,363 shares of Common Stock at an exercise price of $.01 per share (the “Great Harbor Warrant”). The Great Harbor Warrant will not be released from escrow or be exercisable unless and until the Company fails to pay Great Harbor the entire unamortized principal amount of the Great Harbor Note and any accrued and unpaid interest thereon as of January 28, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Great Harbor Note). The Company has reserved 1,136,363 shares of Common Stock for issuance under the Great Harbor Warrant. The Great Harbor Warrant, if exercisable, expires on February 28, 2022. The Great Harbor Warrant grants Great Harbor certain registration rights for the shares of Common Stock issuable upon exercise of the Great Harbor Warrant. The balance of the Great Harbor Note as of December 31, 2016 was $2,500.
On March 21, 2016, Golisano LLC lent the Company $7,000 pursuant to an Unsecured Promissory Note, dated March 21, 2016 (the “Second Golisano Note”). The Second Golisano Note matures on March 21, 2019. Interest on the outstanding principal accrues at a rate of 8.5% per year. The principal of the Second Golisano Note is payable in 24 monthly installments of $292 commencing on April 21, 2017. The Second Golisano Note provides that the Company issue into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 3,181,816 shares of the Company’s common stock at an exercise price of $0.01 per share (the “Second Golisano Warrant”). The Second Golisano Warrant will not be released from escrow or be exercisable unless and until the Company fails to pay Golisano LLC the entire unamortized principal amount of the Second Golisano Note and any accrued and unpaid interest thereon as of March 21, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Second Golisano Note). The Company has reserved 3,181,816 shares of the Company's common stock for issuance under the Second Golisano Warrant. The Second Golisano Warrant, if exercisable, expire on March 21, 2022. The shares of Common Stock issuable pursuant to the Golisano Warrant are also entitled to the benefits of the Registration Rights Agreement. The balance of the Second Golisano Note as of December 31, 2016 was $7,000. Interest in the amount of $454.5 was paid by the Company pursuant to the Second Golisano Note during the year ended December 31, 2016.
On March 21, 2016, Great Harbor lent the Company $7,000 pursuant to an Unsecured Promissory Note, dated March 21, 2016 (the “Second Great Harbor Note”). The Second Great Harbor Note matures on March 21, 2019. Interest on the outstanding principal accrues at a rate of 8.5% per year. The principal of the Second Great Harbor Note is payable in 24 monthly installments of $292 commencing on April 21, 2017. The Second Great Harbor Note provides that the Company issue into escrow in the name of Great Harbor a warrant to purchase an aggregate of 3,181,816 shares of the Company’s common stock at an exercise price of $0.01 per share (the “Second Great Harbor Warrant”). The Second Great Harbor Warrant will not be released from escrow or be exercisable unless and until the Company fails to pay Great Harbor the entire unamortized principal amount of the Second Great Harbor Note and any accrued and unpaid interest thereon as of March 21, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Second Great Harbor Note). The Company has reserved 3,181,816 shares of the Company's common stock for issuance under the Second Great Harbor Warrant. The Second Great Harbor Warrant, if exercisable, expire on March 21, 2022. The Second Great Harbor Warrant grants Great Harbor certain registration rights for the shares of Common Stock issuable upon exercise of the Second Great Harbor Warrant. The balance of the Second Great Harbor Note as of December 31, 2016 was $7,000.
The employment of Thomas A. Tolworthy as President and Chief Executive Officer of the Company was terminated by the Company on March 16, 2016 (the “Termination Date”). On March 23, 2016, the Company and Mr. Tolworthy entered into a Separation and Release Agreement (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company agreed to: (i) purchase from Mr. Tolworthy, not later than April 13, 2016, 35,551,724 shares of the Company’s common stock for an aggregate price of $500; (ii) pay the cost of Mr. Tolworthy’s health insurance continuation coverage available under the federal COBRA law for the 12 months following the Termination Date; and (iii) pay Mr. Tolworthy $44,073 as settlement for accrued vacation pay. Pursuant to the Separation Agreement, the Company provided notice of its request that Mr. Tolworthy surrender 9,306,898 shares of the Company’s common stock pursuant to that certain Subscription and Surrender Agreement, dated as of September 3, 2014. The Separation Agreement included mutual release, standstill, and similar provisions typical for this type of separation agreement.
On July 21, 2016, the Company issued an Unsecured Delayed Draw Promissory Note in favor of Golisano LLC (the “Third Golisano Note”) pursuant to which Golisano LLC may, in its sole discretion and pursuant to draw requests made by the Company, loan the Company up to the maximum principal amount of $4,770. The Third Golisano Note matures on January 28, 2019. Interest on the outstanding principal accrues at a rate of 8.5% per year. The principal of the Third Golisano Note is payable at maturity. The Third Golisano Note provides that the Company issue into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 2,168,178 shares of the Company’s common stock at an exercise price of $0.01 per share (the “Third Golisano Warrant”). The Third Golisano Warrant will not be released from escrow or be exercisable unless and until the Company fails to pay Golisano LLC the entire unamortized principal amount of the Third Golisano Note and any accrued and unpaid interest thereon as of January 28, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Third Golisano Note). The Company has reserved 2,168,178 shares of the Company's common stock for issuance under the Third Golisano Warrant. The Third Golisano Warrant, if exercisable, expires on July 21, 2022. The shares of common stock issuable pursuant to the Third Golisano Warrant are also entitled to the benefits of the Registration Rights Agreement. The balance of the Third Golisano Note as of December 31, 2016 was $4,770. Interest in the amount of $92.3 was paid by the Company pursuant to the Third Golisano Note during the year ended December 31, 2016.
On July 21, 2016, the Company issued an Unsecured Delayed Draw Promissory Note in favor of Little Harbor, pursuant to which Little Harbor may, in its sole discretion and pursuant to draw requests made by the Company, loan the Company up to the maximum principal amount of $4,770. This note is unsecured and matures on January 28, 2019. This note bears interest at an annual rate of 8.5%, with the principal payable at maturity. If Little Harbor, in its discretion, accepts a draw request made by the Company under this note, Little Harbor shall not transfer cash to the Company, but rather Little Harbor shall irrevocably agree to accept the principal amount of any monthly delayed draw under this note in lieu and in complete satisfaction of the obligation to make an equivalent dollar amount of periodic cash payments otherwise due Little Harbor under the July 2014 note payable. During the year ended December 31, 2016, we requested and Little Harbor LLC approved, draws totaling $4,770. The balance of this note as of December 31, 2016 was $4,769.9. Interest in the amount of $92.3 was paid by the Company pursuant to the note during the year ended December 31, 2016.
This note provides that we issue into escrow in the name of Little Harbor a warrant to purchase an aggregate of 2,168,178 shares of common stock at an exercise price of $0.01 per share (the “Little Harbor July 2016 Warrant”). The Little Harbor July 2016 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Little Harbor the entire unamortized principal amount of the Little Harbor July 2016 Note and any accrued and unpaid interest thereon as of January 28, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Little Harbor July 2016 Note). We have reserved 2,168,178 shares of the Company’s common stock for issuance under the Little Harbor July 2016 Warrant. The Little Harbor July 2016 Warrant grants Little Harbor certain registration rights for the shares of the Company’s common stock issuable upon exercise of the Little Harbor July 2016 Warrant.
On December 30, 2016, the Company issued an Unsecured Promissory Note in favor of Golisano LLC, pursuant to which Golisano LLC loaned the Company $2,500 (the “Fourth Golisano Note”). The Fourth Golisano Note matures on December 31, 2019. Interest on the outstanding principal accrues at a rate of 8.5% per year. The principal of the Fourth Golisano Note is payable in 24 monthly installments of $104 commencing on February 5, 2017. The Fourth Golisano Note provides that the Company issue into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock at an exercise price of $.01 per share (the “Fourth Golisano Warrant”).The Fourth Golisano Warrant will not be released from escrow or be exercisable unless and until the Company fails to pay Golisano LLC the entire unamortized principal amount of the Fourth Golisano Note and any accrued and unpaid interest thereon as of December 30, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Fourth Golisano Note).The Company has reserved 1,136,363 shares of common stock for issuance under the Fourth Golisano Warrant. The Fourth Golisano Warrant, if exercisable, expires on December 30, 2022. The shares of common stock issuable pursuant to the Fourth Golisano Warrant are also entitled to the benefits of the Registration Rights Agreement. The balance of the Fourth Golisano Note as of December 31, 2016 was $2,500.
On December 31, 2016, Great Harbor lent the Company $2,500 pursuant to an Unsecured Promissory Note, dated December 31, 2016 (the “Third Great Harbor Note”). The Third Great Harbor Note matures on December 31, 2019. Interest on the outstanding principal accrues at a rate of 8.5% per year. The principal of the Third Great Harbor Note is payable in 24 monthly installments of $104 commencing on February 5, 2017. The Third Great Harbor Note provides that the Company issue into escrow in the name of Great Harbor a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock at an exercise price of $0.01 per share (the “Third Great Harbor Warrant”). The Third Great Harbor Warrant will not be released from escrow or be exercisable unless and until the Company fails to pay Great Harbor the entire unamortized principal amount of the Third Great Harbor Note and any accrued and unpaid interest thereon as of December 31, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Third Great Harbor Note). The Company has reserved 1,136,363 shares of the Company's common stock for issuance under the Third Great Harbor Warrant. The Third Great Harbor Warrant, if exercisable, expires on December 30, 2022. The Third Great Harbor Warrant grants Great Harbor certain registration rights for the shares of common stock issuable upon exercise of the Third Great Harbor Warrant. The balance of the Third Great Harbor Note as of December 31, 2016 was $2,500. In the aggregate, the Company paid interest on the Great Harbor Note, Second Great Harbor Note and Third Great Harbor Note of $652.3 during the year ended December 31, 2016.
On March 14, 2017, the Company issued an Unsecured Promissory Note in favor of Golisano LLC pursuant to which Golisano LLC will loan the Company a principal amount of $3,267 (the “Fifth Golisano Note”). The Fifth Golisano Note matures on December 30, 2019. Interest on the outstanding principal accrues at a rate of 8.5% per year. The principal of the Fifth Golisano Note is payable at maturity. The Golisano Note provides that the Company issue into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,484,847 shares of the company’s common stock, par value $.001 per share (the “Common Stock”), at an exercise price of $.01 per share (the “Fifth Golisano Warrant”). The Fifth Golisano Warrant will not be released from escrow or be exercisable unless and until the Company fails to pay Golisano LLC the entire unamortized principal amount of the Fifth Golisano Note and any accrued and unpaid interest thereon as of December 30, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Fifth Golisano Note). The Company has reserved 1,484,847 shares of common stock for issuance under the Fifth Golisano Warrant. The shares of common stock issuable pursuant to the Fifth Golisano Warrant are also entitled to the benefits of the Registration Rights Agreement.
Section 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors, executive officers and Directors, and personsstockholders who beneficially own more than ten percent10% of any class of our common stock,equity securities registered pursuant to Section 12 of the Exchange Act (collectively, the "Reporting Persons") to file initial reportsstatements of beneficial ownership of securities and reportsstatements of changes in beneficial ownership of securities with respect to our equity securities with the SEC. Executive officers, Directors and greater-than-ten-percent beneficial ownersAll Reporting Persons are required by SEC regulationsregulation to furnish us with copies of all reports that such Reporting Persons file with the SEC pursuant to Section 16(a) forms they file.. Based upon asolely on our review of the copies of such forms furnished toreceived by us and upon written representations from our executive officers and Directors,of the Reporting Persons received by us, we believe that as of the date of thisthere has been compliance with all Section 16(a) filing they are current in their filings.
| SUMMARY COMPENSATION TABLE | |||||||||
Name and Principal Positions | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
| Luz Vazquez | |||||||||
| President, Secretary, Treasurer, and Director | 2013 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Fiscal Year Ended November 30, 2013 | ||||
| Audit Fees | $ | 3,500 | ||
| Audit-Related Fees | $ | - | ||
| Tax Fees | $ | - | ||
| All Other Fees | $ | - | ||
| Total | $ | 3,500 | ||
At theStockholders' Proposals
Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2018 Annual Meeting of Stockholders a Board of Directors consisting of one member will be elected, each Directorpursuant to hold office until his/her term expires or a successor is elected and qualified, or until the Director resigns, is removed or becomes disqualified. We currently have one Director, Ms. Luz Vazquez.
We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these andor other applicable requirements.
Other Matters
Our Board of Directors is not aware of any matter to be presented for action at the Annual Meeting other than the matters referred to above and does not intend to bring any other matters before the Annual Meeting. However, if other matters should come before the Annual Meeting, it is intended that holders of the proxies will vote thereon in their discretion.
Solicitation of Proxies
The accompanying proxy is solicited by and on behalf of our Board of Directors, whose Notice of Annual Meeting is attached to this proxy statement, and the entire cost of our solicitation will be borne by us. In addition to the use of mail, proxies may be solicited by personal interview, telephone, e-mail and facsimile by our directors, officers and other employees who will not be specially compensated for these services. We have adopted a procedure called “householding,” whichwill also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held by the brokers, nominees, custodians and other fiduciaries. We will reimburse these persons for their reasonable expenses in connection with these activities.
Certain information contained in this proxy statement relating to the occupations and security holdings of our directors and officers is based upon information received from the individual directors and officers.
Twinlab Consolidated Holdings Inc.'s Annual Report on Form 10-K
A copy of Twinlab Consolidated Holdings Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, including financial statements and schedules but not including exhibits, as filed with the SEC, has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materialssent to any stockholder of record on March 24, 2017 without charge upon written request addressed to:
Twinlab Consolidated Holdings Inc.
Attn: Investor Relations
4800 T-Rex Avenue,
Suite 305
Boca Raton, Florida 33431
A reasonable fee will be charged for copies of exhibits. You also may access this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 at a shared address to which we delivered a single copy of any of these documents. To receive a separate copywww.tchhome.com.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, WE URGE YOU TO VOTE YOUR SHARES AS DESCRIBED IN THIS PROXY STATEMENT. IF YOU RECEIVED A COPY OF THE PROXY CARD BY MAIL, YOU MAY SIGN, DATE AND MAIL THE PROXY CARD IN THE ENCLOSED RETURN ENVELOPE. PROMPTLY VOTING YOUR SHARES WILL ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING AND WILL SAVE US THE EXPENSE OF FURTHER SOLICITATION.
By Order of the NoticeBoard of Directors
Mary L. Marbach, Chief Legal Officer and if applicable, these proxy materials, stockholders may write us at the following address:
Miami, Florida
