UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DCWashington, D.C. 20549
(RULE 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-12 |
VINCO VENTURES, INC.
(Name of Registrant as Specified in itsIn Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
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☒ | No fee required. |
☐ | Fee paid previously with preliminary materials: |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
6 North Main Street
Fairport, NY 14450
(866) 900-0992
May 8, 2019
Dear Stockholder,
We would like to extend a personal invitation for you to join us at the 2019 Annuala Special Meeting of Stockholders of Vinco Ventures, Inc. (the “Company” or “we”) which will be held on June 6, 2019,July 1, 2022, at 10:00 a.m. Eastern Time at Bear Creek Mountain Resort located at 101 Doe Mountain Lane, Macungie, Pennsylvania 18062.
Your attention is directed to the Notice of AnnualSpecial Meeting of Stockholders and Proxy Statement enclosed with this letter which describes the formal business to be transacted at the meeting. If you would like another copy of this Proxy Statement, please send your request to: 909Philip Jones, Corporate Secretary, 6 North Main Street, Fairport, New Brunswick Avenue, Phillipsburg, New Jersey 08865, Attn: Philip Anderson, Corporate Secretary.York 14450. It is also available on the Internet at https://investors.edisonnation.com. Following the meeting, we will discuss the status of our business and answer appropriate questions.
At this year’s AnnualSpecial Meeting, the agenda includes:includes the following items of business: (1) a proposal to approve an amendment to our Amended and Restated Articles of Incorporation to increase the electionnumber of the five (5) directors named in the accompanying Proxy Statement; andauthorized shares of our common stock (the “Common Stock”) from 250,000,000 to 750,000,000; (2) a proposal to ratifyapprove an amendment to our Amended and Restated Articles of Incorporation to increase the appointmentnumber of authorized shares of our independent registered public accounting firm. preferred stock (the “Preferred Stock”) from none to 30,000,000; (3) a proposal to approve the adjournment of the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the foregoing proposals; and (4) the transaction of any other business properly brought before the Special Meeting or any adjournment or postponement thereof.
The Board of Directors recommends that you vote FOR the electioneach of the five (5) directors named in the accompanying Proxy Statement, and FOR the ratification of the appointment of our independent registered public accounting firm.
It is important that your shares be represented and voted at the AnnualSpecial Meeting, regardless of the size of your holdings. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting in person.virtually. You may vote over the Internet, by telephone or by completing, signing, dating and returning the Proxy Card that accompanies these printed materials. Submitting your vote by Proxy Card will not affect your right to vote in personvirtually if you decide to attend the meeting.
If you have any questions, please contact our proxy solicitor, Kingsdale Advisors, US at 1-855-682-2023.
We look forward to seeing you at the 2019 Annual Meeting of Stockholders.Special Meeting.
Sincerely, | |
/s/ Lisa King | |
Lisa King | |
Chief Executive Officer |
Chief Executive Officer
VINCO VENTURES, INC.
6 North Main Street
Fairport, NY 14450
(866) 900-0992
NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS
To Be Held July 1, 2022
The Special Meeting will be held on July 1, 2022, at 10:00 a.m. Eastern Time. The Special Meeting will be a completely virtual meeting of stockholders, which means that you will be able to participate in the Special Meeting, vote and submit your questions during the Special Meeting via live webcast by visiting www.virtualshareholdermeeting.com/BBIG2022SM. You are hereby invitedwill not be able to attend the 2019 AnnualSpecial Meeting of Stockholders of Edison Nation, Inc.
(2) | To approve an amendment to the Company’s Amended and Restated Articles of | FOR | |||
(3) | To approve a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the | ||||
Stockholders are referred to the Proxy Statement for more detailed information with respect to the matters to be considered at the Special Meeting.
The Board of Directors
YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT
If your shares are registered in your name, even if you plan to attend the Special Meeting virtually or any postponement or adjournment of the Special Meeting, we request that you complete, date, sign and mail the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the Proxy Statement to ensure that your shares will be represented at the Special Meeting.
If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Special Meeting and vote during the meeting. Failure to do so may result in your shares not being eligible to be held on June 6, 2019:
Corporate Secretary |
TABLE OF CONTENTS
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
EDISON NATION,VINCO VENTURES, INC.909 New Brunswick AvenuePhillipsburg, New Jersey 08865(610) 829-1039
6 North Main Street
Fairport, NY 14450
(866) 900-0992
PROXY STATEMENT
FOR THE 2019 ANNUAL
SPECIAL MEETING OF STOCKHOLDERS
To Be Held July 1, 2022
Unless the context indicates otherwise allrequires, references in this Proxy Statement to “we,” “us,” “our,” “the Company” and “Edison Nation”Company,” or “Vinco Ventures” refer to Edison Nation,Vinco Ventures, Inc., a Nevada corporation, and its subsidiaries.
The accompanying proxy is this document?
Instructions on how to connect and participate in the Special Meeting, including how to demonstrate proof of ownership of our Common Stock, are posted at www.proxyvote.com. If you do not have your 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials), you will only be able to listen to the Special Meeting.
This documentProxy Statement and the enclosedaccompanying form of proxy are dated May 27, 2022. The Notice of Internet Availability of Proxy CardMaterials are first being mailed or givenexpected to be furnished to stockholders on or about May 8, 2019.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE SPECIAL MEETING
What is a proxy?
A proxy is another person that you werelegally designate to vote your stock. If you designate someone as your proxy in a written document, that document is also called a “proxy” or a “proxy card.” If you are a “street name” holder, you must obtain a proxy from your broker or nominee in order to vote your shares during the Special Meeting.
What is a proxy statement?
A proxy statement is a document that regulations of the Securities and Exchange Commission (“SEC”) require that we give to you when we ask you to sign a proxy card to vote your stock at the Special Meeting.
What is the purpose of the Special Meeting?
At our Special Meeting, stockholders will act upon the matters outlined in the Notice, which include the following:
(1) | To approve an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock from 250,000,000 to 750,000,000 (the “Authorized Common Increase Proposal”). |
(2) | To approve an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of our Preferred Stock from none to 30,000,000 (the “Authorized Preferred Increase Proposal”). |
(3) | To approve a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing proposals (the “Adjournment Proposal”). |
What should I do if I receive more than one set of our stockholdersvoting materials?
You may receive more than one copy of record on May 23, 2019, the record date for the Annual Meeting. We are sendingproxy materials including this Proxy Statement and the form of Proxy Card to solicit your proxy to vote upon certain matters at the Annual Meeting.
What is the voting instruction form or an account statement from your broker, bank or other agent. Without proofrecord date and what does it mean?
The record date to determine the stockholders entitled to notice of ownership, you may not be allowedand to attend the meeting.
Who is entitled to vote at the AnnualSpecial Meeting?
Holders of recordCommon Stock at the close of business on the record date, May 23, 2019 (the “Record Date”), are entitled to receive notice of and to may vote at the Annual Meeting or any postponement or adjournment thereof.
What are the voting rights of the stockholders?
Each holder of Common Stock is entitled to one vote per share of Common Stock on each matter to be present to constituteacted upon at the Special Meeting. Our Second Amended and Restated Bylaws prohibits cumulative voting rights.
What constitutes a quorum for the Annual Meeting?
The holders of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares entitled to vote are represented in person or by proxy at the Annual Meeting or any adjournment or postponement thereof. As of the close of business on April 29, 2019 there were 5,680,330 shares of common stock issued and outstanding and entitled to vote. No sharesvote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of preferredthe stockholders for the transaction of business except as otherwise provided by statute or other capital stock were outstanding asby our Amended and Restated Articles of April 29, 2019.Incorporation. If, therehowever, such quorum is no quorum,not present or represented at any officermeeting of the stockholders, then either the chairman of the meeting, or the stockholders entitled to presidevote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at or to act as secretary of the Annual Meeting may adjourn the meeting, until a later date.
What is the difference between a stockholder of record and a “street name” holder?
If your shares are registered directly in your name with Nevada Agency & Transfer Company, the Company’s stock transfer agent and registrar, you are considered the stockholder of record with respect to those shares.
If your shares are held in a stock brokerage account or ifby a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” As the beneficial owner, you submithave the right to direct your nominee concerning how to vote your shares by using the voting instructions the nominee included in the mailing or by following such nominee’s instructions for voting.
What is a valid proxy or one is submitted on your behalf by yourbroker non-vote?
Broker non-votes occur when shares are held indirectly through a broker, bank or other agent. For purposes of determining the presenceintermediary on behalf of a quorum, “FORbeneficial owner (referred to as held in “street name”) and the broker submits a proxy but does not vote for a matter because the broker has not received voting instructions from the beneficial owner and (i) the broker does not have discretionary voting authority on the matter or (ii) the broker chooses not to vote on a matter for which it has discretionary voting authority. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. “Non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested) and “WITHHOLD”executive compensation, as well as the advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation.
The Authorized Common Increase Proposal and the Adjournment Proposal involve matters that we believe will count towardsbe considered routine under the quorum requirement. Additionally, while broker non-votesrelevant securities exchange rules and will not impactbe subject to broker non-vote. The Authorized Preferred Increase Proposal 1, theyinvolves matters that we believe will count towardsbe considered non-routine and brokers and other intermediaries will not have the quorum requirement. See “— Whatdiscretion to vote on them without voting instructions. We encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided by such organization.
How do I vote my shares?
If you are a record holder, you may vote your shares at the Special Meeting virtually or by proxy. To vote virtually by attending the Special Meeting, or to vote by proxy, you may choose one of the following methods to vote your shares:
● | Virtually at the Meeting: You may vote by attending the Special Meeting virtually. |
● | Via Internet: As prompted by the menu found at www.proxyvote.com, follow the instructions to obtain your records and submit an electronic ballot. Please have your Stockholder Control Number, which can be found on the proxy card that is sent to you, when you access this voting site. |
● | Via Telephone: Call 1-800-690-6903 and then follow the voice instructions. Please have your Stockholder Control Number, which can be found on the proxy card that is sent to you, when you call. |
● | Via Mail: If you would like to vote by mail, complete and sign the accompanying proxy card and return it in the postage- paid envelope provided. If you submit a signed proxy without indicating your vote, the person voting the proxy will vote your shares according to the Board’s recommendation. |
The proxy includes specific instructions on voting by the electronic ballot, telephone or card. By completing and submitting it, you will direct the designated persons (known as “proxies”) to vote your stock at the Special Meeting in accordance with your instructions. The Board has appointed Lisa King and Philip Jones to serve as the proxies for the Special Meeting.
Your proxy will be valid only if Iyou complete and return ait before the Special Meeting. If you properly complete and transmit your proxy card but do not make specific choices?” for more information regarding what constitutes a broker non-vote.
If your shares are held by a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares held in “street name.” In such case, these proxy materials are being forwarded to you by your bank, brokerage firm or other nominee (the “record holder”), along with a voting instruction card. As the beneficial owner, you have the right to direct your record holder how to vote your shares, and the record holder is required to vote your shares in accordance with your instructions. You should follow the voting instructions on any form that you receive from your broker or nominee. The availability of telephone and Internet voting for shares held in street name will depend on your broker’s or nominee’s voting process. Please refer to the instructions in the materials provided in the proxy card provided to you for information on the available voting methods. In addition, as the beneficial holder of shares, you are entitled to attend the AnnualSpecial Meeting. If you are a beneficial owner, however, you may not vote your shares in personvirtually at the meeting unless you obtain a legal proxy, executed in your favor, from the record holder of your shares.
If your shares are held in street name and you do not give voting instructions to the record holder, the record holder will not be permitted to vote your shares with respect to Proposal 1, and your sharesany proposal at the Special Meeting except the Adjournment Proposal. Broker non-votes will be considered “broker non-votes”counted for purposes of calculating whether a quorum is present at the Special Meeting, but they will not be counted for purposes of determining the number of shares entitled to vote with respect to these proposals. However,any proposal for which the record holder will be entitled to vote your shares with respect to Proposal 2 even if you dobroker does not givehave voting instructions.authority. We urge you to give voting instructions to your broker or nominee on all the proposals.
If you have any questions regarding the voting process, please contact our proxy solicitor, Kingsdale Advisors, US, at 1-855-682-2023.
Who counts the votes?
All votes will be tabulated by Broadridge Financial Solutions Inc., the inspector of election appointed for the Special Meeting. Each proposal will be tabulated separately.
What are my choices when voting?
With respect to each proposal, you may vote “FOR” or “AGAINST” such matter or may “ABSTAIN” from voting on such matter. Abstentions will be treated as shares present for quorum purposes, but are not considered votes for or against any proposal. Therefore, broker non-votes will not affect the outcome of any proposal.
What are the Board’s recommendations on how I should vote my shares?
The Board recommends that you vote your shares as follows:
“FOR” the Authorized Common Increase Proposal.
“FOR” the Authorized Preferred Increase Proposal.
“FOR” the Adjournment Proposal.
What if I do not specify how I want my shares voted?
If you are a record holder who returns a completed proxy that does not specify how you want to vote your shares on one or more proposals, the proxies will vote your shares for each proposal as to which you provide no voting instructions, and such shares will be voted in the following manner:
“FOR” the Authorized Common Increase Proposal.
“FOR” the Authorized Preferred Increase Proposal.
“FOR” the Adjournment Proposal.
If you are a “street name” holder and do not provide voting instructions on one or more proposals, your bank, broker or other nominee will be unable to vote those shares with respect to any proposal.
Can I change my vote?
Yes. If you are a record holder, you may revoke your proxy at any time before it is voted at the Special Meeting by any of the vote.
● | Virtually attending the Special Meeting and voting again during the Special Meeting. Your attendance at the Special Meeting will not by itself revoke a proxy. You must vote your shares during the Special Meeting to revoke your proxy. |
● | Completing and submitting a new valid proxy bearing a later date. |
● | Voting again on a later date via the Internet or by telephone (only your latest Internet or telephone proxy that is submitted prior to the Special Meeting will be counted). |
● | Giving written notice of revocation to the Company addressed to Philip Jones, Corporate Secretary, at the Company’s address above, which notice must be received before 5:00 p.m., Eastern Time, on June 30, 2022. |
If you are a “street name” holder, your bank, broker or other nominee should provide instructions explaining how you may change or revoke your voting instructions.
What votes are required to Proposal 2 (Ratificationapprove each proposal?
A: Proposal | Vote Required | Broker Discretionary Voting Allowed | ||
Proposal 1 – Approval of Increase in Authorized Shares of Common Stock | Affirmative “FOR” vote of the majority of outstanding shares of Common Stock | Yes | ||
Proposal 2 – Approval of Increase in Authorized Shares of Preferred Stock | Affirmative “FOR” vote of the majority of outstanding shares of Common Stock | No | ||
Proposal 3 – Approval of Adjournment of the Special Meeting, If Necessary | Affirmative “FOR” vote of a majority of the votes of the shares of Common Stock properly cast “FOR” or “AGAINST” such proposal | Yes |
How are abstentions and broker non-votes treated?
Any stockholder who is present at the Special Meeting, either virtually, or by proxy, who abstains from voting, will still be counted for purposes of determining whether a quorum exists for the Appointment of Marcum LLP), this proposalmeeting. Broker non-votes will be approved if it receives the affirmative votecounted for purposes of calculating whether a majority of the shares of Common Stockquorum is present in person or represented by a proxy, and entitled to vote at the AnnualSpecial Meeting. However,An abstention or a broker non-vote will have the Board’s audit committee is not bound by either an affirmative or negative vote. The audit committee will considersame effect as a vote against Marcum LLP by the stockholders in selectingAuthorized Common Increase Proposal and the Company’s independent registered accounting firm inAuthorized Preferred Increase Proposal. Because broker non-votes and abstentions are not voted affirmatively or negatively, they will have no effect on the future.
Do I have any dissenter’s or appraisal rights with respect to any of the mail or our website, but certain of our directors, officers and other employees, without additional compensation, may solicit proxies personally or by telephone, facsimile or email on our behalf.
No. None of our stockholders has any dissenter’s or howappraisal rights with respect to submit a proxy, orthe matters to be voted on at the Special Meeting.
What are the solicitation expenses and who desire additional copiespays the cost of this proxy statement or additionalsolicitation?
Our Board is asking for your proxy cards should contact our Investor Relations department at Edison Nation, Inc., 909 New Brunswick Avenue, Phillipsburg, New Jersey 08865 or by phone at (610) 829-1039.
Is this Proxy Statement the Boardonly way that proxies are being solicited?
No. In addition to the solicitation of proxies by use of the Notice of Internet Access, we have engaged Kingsdale Advisors, US (“Kingsdale”), the proxy solicitation firm hired by the Company, at an approximate cost of $75,000, to solicit proxies on behalf of our Board. Kingsdale may solicit the return of proxies, either by mail, telephone, telecopy, e-mail or through personal contact. The fees of Kingsdale as well as the reimbursement of expenses of Kingsdale will be borne by us. Our officers and employees of the Company may also solicit the return of proxies, either by mail, telephone, e-mail or through personal contact. These officers and employees will not receive additional compensation for their efforts but will be reimbursed for out-of-pocket expenses. Brokerage houses and other custodians, nominees and fiduciaries, in connection with shares of the Common Stock registered in their names, will be requested to forward solicitation material to the beneficial owners of shares of Common Stock.
Are there any other matters to be acted upon at the Special Meeting?
Management does not intend to present any business at the Special Meeting for a vote other than the matters set forth in the Notice and has no reason to believeinformation that anyothers will do so. If other matters requiring a vote of the stockholders properly come before the Special Meeting, it is the intention of the persons named below will be unable or unwillingin the form of proxy to stand asvote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters.
Where can I find voting results?
We expect to publish the voting results in a nominee or serve as a director, if elected.
Who can help answer my questions?
The information provided above in this “Question and strategic vision necessary to provide effective oversightAnswer” format is for your convenience only and is merely a summary of the Company. The biographies below reflectinformation contained in this Proxy Statement. We urge you to carefully read this entire Proxy Statement, including the particular experience, qualifications, attributes and skills that leddocuments we refer to in this Proxy Statement. If you have any questions, or need additional materials, please feel free to contact Philip Jones, Corporate Secretary, at 1-866-900-0992 or the Board to conclude that each nominee should serve on the Board.
security ownership of the audit and compensation committee charters, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics without charge upon written request sent to our Investor Relations department at Edison Nation, Inc., 909 New Brunswick Avenue, Phillipsburg, New Jersey 08865. Information that is presented or hyperlinked on our website is not incorporated by reference into this Proxy Statement.
Name | | | Audit Committee | | | Compensation Committee | | | Nominating and Corporate Governance Committee | | |||||||||
Christopher B. Ferguson | | | | | |||||||||||||||
Kevin J. Ferguson | | | | | |||||||||||||||
Louis Foreman§ | | | | | |||||||||||||||
Frank Jennings*†§ | | | | | X | | | | | | X | | | | | | X | | |
John Marchese*†§ | | | | | X | | | | | | X | | | | | | X | | |
Kevin J. O’Donnell*†§ | | | | | X | | | | | | X | | | | | | X | | |
Michael Palleschi*†§(1) | | | | | X | | | | | | X | | | | | | X | | |
Number of Meetings in 2018 | | | | | 4 | | | | | | 4 | | | | | | 4 | | |
The following table sets forth the beneficial ownership of our common stockCommon Stock as of April 29, 2019May 27, 2022 by:
● | each stockholder known by us to beneficially own more than 5% of our outstanding Common Stock; | |
● | each of our directors; | |
● | each of our named executive officers; and | |
● | all of our directors and executive officers as a group. |
We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities. A security holder is also deemed to be, as of any date, the beneficial owner of all securities that such security holder has the right to acquire within 60 days after such date through (i) the exercise of any option or warrant, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement or (iv) the automatic termination of a trust, discretionary account or similar arrangement. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each person identified in the table has sole voting and investment power over all of the shares shown opposite such person’s name.
The percentage of beneficial ownership is based on 5,680,330233,140,993 shares of our common stock outstanding as of April 29, 2019.
Name of Beneficial Owner(1) | | | Number | | | Percentage | | ||||||
5% Shareholders | | | | ||||||||||
Stuart J. Ferguson | | | | | 300,000 | | | | | | 5.3% | | |
Thomas S. Ferguson | | | | | 300,000 | | | | | | 5.3% | | |
Lelainya D. Ferguson(2) | | | | | 1,455,750 | | | | | | 25.6% | | |
Executive Officers and Directors | | | | ||||||||||
Christopher B. Ferguson(3) | | | | | 1,761,950 | | | | | | 31.0% | | |
Kevin J. Ferguson | | | | | 300,500 | | | | | | 5.3% | | |
Bruce Bennett | | | | | 3,500 | | | | | | * | | |
Phillip Anderson(4) | | | | | 143,000 | | | | | | 2.5% | | |
Michael Palleschi(5) | | | | | 2,300 | | | | | | * | | |
Name of Beneficial Owner(1) | | | Number | | | Percentage | | ||||||
John Marchese | | | | | 2,000 | | | | | | * | | |
Frank Jennings(6) | | | | | 800 | | | | | | * | | |
Kevin O’Donnell | | | | | 325 | | | | | | * | | |
Louis Foreman(7) | | | | | 319,288 | | | | | | 5.6% | | |
All directors and executive officers as a group (9 persons) | | | | | 2,533,663 | | | | | | 44.6% | | |
Name of Beneficial Owner | Number of Shares | Percentage | ||||||
5% Stockholders | ||||||||
Hudson Bay Master Fund Ltd. (1) | 23,540,809 | 9.99 | % | |||||
Five Narrow Lane LP (2) | 22,550,400 | 9.68 | % | |||||
Executive Officers and Directors (3) | ||||||||
Lisa King | * | % | ||||||
Philip Jones | * | % | ||||||
Stephen Garrow | ||||||||
Roderick Vanderbilt | ||||||||
Michael J. DiStasio | ||||||||
Elliott Goldstein | ||||||||
Philip McFillin (4) | 329,756 | * | % | |||||
Total Executive Officers and Directors | 329,756 | * | % |
*
(1)
(2) Consists of 22,550,400 shares of common stock held of record by Five Narrow Lane L.P.. Arie Rabinowitz and Joseph Hammer share voting and dispositive power over securities held by Five Narrow Lane, L.P. The address for Five Narrow Lane LP entities is 510 Madison Avenue, Suite 1400, New York, NY 10022.
(3) The address for each shareholderstockholder listed in the table above is: c/o Edison Nation,Vinco Ventures, Inc. 9096 North Main Street, Fairport, New Brunswick Avenue, Phillipsburg, New Jersey 08865.
(4) Includes 1,455,750329,756 shares held jointly with Mrs. Ferguson’s spouse, Christopher B. Ferguson.
PROPOSAL 1: Approval of Increase in two equal installmentsAuthorized Shares of Common Stock
Outstanding Shares and Purpose of the Authorized Common Increase Proposal
Our Amended and Restated Articles of Incorporation (the “Charter”) currently authorize us to issue up to (i) 250,000,000 shares of Common Stock and (ii) no shares of Preferred Stock. On April 28, 2022, our Board approved an amendment to our Charter to increase the number of authorized shares of Common Stock from 250,000,000 to 750,000,000 (the “Authorized Common Amendment”). To be effective, stockholders holding a majority of the shares of Common Stock outstanding and entitled to vote on December 21, 2017 and 2018, respectively.
We believe that increasing the names, agesnumber of authorized shares of Common Stock is in the best interests of both the Company and positions ofits stockholders because it provides for additional opportunity to raise funds for the Company and allow us to meet our executive officers:
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Options Awards ($)(2) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||||||||
Christopher B. Ferguson, Chief Executive Officer | | | | | 2018 | | | | | | 120,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,000 | | |
| | | 2017 | | | | | | 90,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 90,000 | | | ||
Philip Anderson, Chief Financial Officer | | | | | 2018 | | | | | | 141,346 | | | | | | — | | | | | | 15,000 | | | | | | 340,606 | | | | | | 59,245(3) | | | | | | 556,197 | | |
| | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 52,254(3) | | | | | | 52,254 | | | ||
Bruce Bennett, EVP and Chief Product Officer | | | | | 2018 | | | | | | 170,019 | | | | | | 1,000 | | | | | | 15,000 | | | | | | — | | | | | | 8,844(4) | | | | | | 194,863 | | |
| | | 2017 | | | | | | 225,550 | | | | | | 1,000 | | | | | | — | | | | | | — | | | | | | 10,504(4) | | | | | | 242,810 | | |
The approval of the Authorized Common Amendment is important for the ongoing business of the Company. Without additional authorized shares of Common Stock, (i) the Company may not be able to raise additional financing which is needed to fund our Company. Since we were recently formed,business strategy; (ii) the amounts indicatedCompany may not be able to use equity incentives to attract and retain key employees, officers and directors; and (iii) the Company may not be able to make possible strategic acquisitions.
In addition, if the Company fails to obtain a stockholder approval to increase its authorized shares of Common Stock to at least 400,000,000 by June 4, 2022, or July 4, 2022 in the table above reflect compensation paid or accrued directly by our operating subsidiaries for these individuals prior to the formation of the Company.
Rights of Additional Authorized Shares
Any authorized shares of Common Stock, if and when issued, would be part of our operations, suchexisting class of Common Stock and would have the same rights and privileges as our growth and profitability; and
Cash BonusesPotential Adverse Effects of Increase in Authorized Common Stock.
Our named executive officers are also eligiblestockholders have no preemptive rights to receive an annual cash bonus asacquire additional shares of Common Stock, which means that current stockholders do not have a percentageright to purchase any new issuance of base salary basedshares of Common Stock in order to maintain their proportionate ownership interests in the Company. Future issuances of Common Stock or securities convertible or exercisable into Common Stock could have a dilutive effect on our achievementearnings per share, book value per share and the voting power and ownership interest of various metrics. Annual incentive awards are intendedcurrent stockholders.
We could also use the additional shares of Common Stock that will become available for issuance to recognize and reward those named executive officers who contribute meaningfullyoppose a hostile takeover attempt or to our performance for the year. These bonuses are subject to the discretiondelay or prevent changes in control or management of the compensation committee each year asCompany. For example, it may be possible for our Board to whether and in what amounts they will be paid.
● | diluting the voting or other rights of the proposed acquirer or insurgent stockholder group, | |
● | putting a substantial voting bloc in institutional or other hands that might undertake to support the incumbent Board, or | |
● | effecting an acquisition that might complicate or preclude the takeover. |
Our Board is not aware of any attempt, or contemplated attempt, to acquire control of the Company, nor is this proposal being presented with the intent that it be used to prevent or discourage any acquisition attempt. However, nothing would prevent the Board from taking any such actions that it deems to be consistent with its fiduciary duties.
Required Vote
In accordance with Nevada law, approval of proposal to increase the number of authorized shares of Common Stock from 250,000,000 to 750,000,000 requires the affirmative vote of a majority of the Common Stock outstanding and entitled to vote as of the Record Date. As a result, abstentions will have the same effect as votes against this proposal. Brokers have discretionary authority to vote on the Authorized Common Increase Proposal, thus, broker non-votes are not expected to result from the vote on this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” AN INCREASE IN |
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF VINCO VENTURES FROM |
250,000,000 TO 750,000,000 |
PROPOSAL 2: Approval of Increase in Authorized Shares of Preferred Stock
Outstanding Shares and Purpose of the Authorized Preferred Increase Proposal
Our Charter currently authorizes us to issue up to (i) 250,000,000 shares of Common Stock and (ii) no shares of Preferred Stock. On April 28, 2022, our Board approved an exercise price equalamendment to $5.00our Charter to increase the number of authorized shares of Preferred Stock from none to 30,000,000(the “Authorized Preferred Amendment”). To be effective, stockholders holding a majority of the shares of Common Stock outstanding and entitled to vote on this proposal at the Special Meeting must approve the Authorized Preferred Amendment. If this amendment is approved, the increase in our authorized shares of Preferred Stock will become effective upon filing an amendment to our Charter with the Nevada Secretary of State. If the Authorized Preferred Amendment is approved, the Company presently intends to proceed with the filing of the Authorized Preferred Amendment even if Proposal 1 is not approved.
We believe that increasing the number of authorized shares of Preferred Stock is in the best interests of both the Company and its stockholders because it provides for additional opportunity to raise funds for the Company and allow us to meet our capital needs. Currently, the Company is authorized to issue no shares of Preferred Stock pursuant to the Charter.
The approval of the Authorized Preferred Amendment is important for the ongoing business of the Company. Without additional authorized shares of Preferred Stock, (i) the Company may not be able to raise additional financing which is needed to fund our business strategy and (ii) the Company may not be able to use equity incentives to structure and complete strategic transactions.
Rights of Additional Authorized Shares
Any authorized shares of Preferred Stock, if and when issued, would be part of our existing class of blank check Preferred Stock, which gives the Board authority and discretion to set the terms and provisions applicable to any series of Preferred Stock.
Potential Adverse Effects of Increase in Authorized Preferred Stock
Our stockholders have no preemptive rights to acquire additional shares of Preferred Stock, which means that current stockholders do not have a right to purchase any new issuance of shares of Preferred Stock in order to maintain their proportionate ownership interests in the Company. Future issuances of Preferred Stock or securities convertible or exercisable into Common Stock or Preferred Stock could have a dilutive effect on our earnings per share, (the “Anderson Options”). The Anderson Options vest accordingbook value per share and the voting power and ownership interest of current stockholders.
We could also use the additional shares of Common Stock or Preferred Stock that will become available for issuance to oppose a hostile takeover attempt or to delay or prevent changes in control or management of the vesting schedule set forthCompany. For example, it may be possible for our Board to delay or impede a takeover or transfer of control of the Company by causing such additional authorized shares to be issued to holders who might side with our Board in opposing a takeover bid that our Board determines is not in the Non-Qualified Option Agreement described therein. If Mr. Anderson’s employment is terminatedbest interests of the Company or its stockholders. In addition, our Board, under the “blank check” provisions in the Charter, will have the ability to authorize classes or series of Preferred Stock without further stockholder approval and having such voting or other rights or preferences as may be determined by the Board. The proposed increase in authorized shares of Common Stock and Preferred Stock therefore may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts, the proposed increase in authorized shares of Common Stock and Preferred Stock may limit the opportunity for the Company’s stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. The proposed increase in authorized shares of Common Stock and Preferred Stock may have the effect of permitting the Company’s current management, including the current Board, to retain its position, and place it in a better position to resist changes that stockholders may wish to make if they are dissatisfied with the conduct of the Company’s business. Specifically, if in the due exercise of its fiduciary obligations, the Board were to determine that a takeover proposal was not in our best interest, shares could be issued by our Board without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover by:
● | diluting the voting or other rights of the proposed acquirer or insurgent stockholder group, | |
● | putting a substantial voting bloc in institutional or other hands that might undertake to support the incumbent Board, or | |
● | effecting an acquisition that might complicate or preclude the takeover. |
Our Board is not aware of any attempt, or contemplated attempt, to acquire control of the Company, without Cause (as defined in Mr. Anderson’s Employment Agreement)nor is this proposal being presented with the intent that it be used to prevent or by Mr. Andersondiscourage any acquisition attempt. However, nothing would prevent the Board from taking any such actions that it deems to be consistent with its fiduciary duties.
Required Vote
In accordance with Nevada law, approval of proposal to increase the number of authorized shares of Preferred Stock from none to 30,000,000 requires the affirmative vote of a majority of the Common Stock outstanding and entitled to vote as of the Record Date. As a result, of a material breach byabstentions and broker non-votes will have the Company, Mr. Anderson will be entitled to paymentsame effect as votes against this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK OF VINCO VENTURES FROM NONE TO 30,000,000 |
PROPOSAL 3: APPROVAL OF ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE FOREGOING PROPOSALS
The Board believes that if the number of an amount equal to 6 months of his base salary and continuation of benefits for 6 months following the termination. Mr. Anderson’s Employment Agreement also contains certain restrictive covenants, including indefinite confidentiality, a one year restriction from directly or indirectly owning or participating in a Competing Business (as defined in Mr. Anderson’s Employment Agreement), and an 18-month restriction on solicitation of employees, customers, and suppliers of the Company.
| | | Option Awards | | |||||||||||||||||||||
Name | | | Number of securities underlying unexercised option exercisable (#) | | | Number of securities underlying unexercised option unexercisable (#) | | | Option exercise price ($) | | | Option expiration date | | ||||||||||||
Christopher B. Ferguson | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Philip Anderson(1) | | | | | 140,000 | | | | | | 70,000 | | | | | $ | 5.00 | | | | | | 12/21/2022 | | |
Bruce Bennett | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name | | | Stock Awards ($) | | | Option Awards ($) | | | Non-equity incentive plan compensation ($) | | | Nonqualified deferred compensation earnings ($) | | | Fees Earned or Paid in Cash ($) | | | Total ($) | | ||||||||||||||||||
Kevin. Ferguson (1) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
John Marchese | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,000 | | | | | | 160,000 | | |
Michael Palleschi (2) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,000 | | | | | | 160,000 | | |
Frank Jennings | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,000 | | | | | | 160,000 | | |
Louis Foreman (3) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kevin O’Donnell (4) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
In this Adjournment Proposal, we are asking stockholders to authorize the holder of any proxy solicited by the Board to vote in favor of adjourning or postponing the Special Meeting or any adjournment or postponement thereof. If our stockholders approve this proposal, we could adjourn or postpone the Special Meeting, and any adjourned session of the Company’s standard non-employee director compensation package for fiscal year 2019. The restricted stock underlying such options will vest one year afterSpecial Meeting, to use the grant date.
| | | Fiscal Year 2018 | | | Fiscal Year 2017 | | ||||||
Audit Fees(1) | | | | $ | 175,850 | | | | | $ | 85,300 | | |
Audit-Related Fees | | | | | — | | | | | | — | | |
Tax Fees(2) | | | | | — | | | | | | — | | |
Other Fees(3) | | | | | 310,680 | | | | | | — | | |
Total | | | | $ | 486,530 | | | | | $ | 85,300 | | |
|
Vote Required
The Adjournment Proposal will be approved if the number of votes cast for ratificationin favor of the proposal exceed the number of votes cast against ratification. If this proposal is not approved, the matterproposal. As a result, abstentions will be referred to the audit committee for further review.
Voting Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE FOREGOING PROPOSALS. |
thHOUSEHOLDING) calendar day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) calendar day prior to such annual meeting or the tenth (10th) calendar day following the day on which public announcement (as defined below) of the date of such meeting is first made by the Company. For stockholder proposals for the 2020 annual meeting of stockholders, written notice must be received between February 7, 2020 and March 8, 2020. The proposal must be sent to: Edison Nation, Inc., 909 New Brunswick Avenue, Phillipsburg, New Jersey 08865 and will need to comply with the SEC’s rules and regulations.
In a further effort to reduce printing costs and postage fees, we may adopt a practice approved by the SEC called “householding.” Under this practice, stockholders who have the same address and last name and have elected to receive paper copies of proxy materials will receive only one copy of our proxy materials, unless one or more of these stockholders notifies us that he or she wishes to continue receiving individual copies. Upon request, the Company will promptly deliver a separate copy of the Proxy Statement to a stockholder at a shared address to which a single copy of the documents was delivered. Conversely, stockholders sharing an address who are receiving multiple copies of Proxy Statements may request delivery of a single copy.
Requests in this regard should be addressed to:
Attn: Investor Relations909 New Brunswick AvenuePhillipsburg, New Jersey 08865
6 North Main Street
Fairport, NY14450
Stockholders who beneficially own shares of our common stockCommon Stock held in street name may contact their broker, bank or other agent as your nominee to request information about householding.
As of the date of this Proxy Statement, we did not know of any matters to be raised at the AnnualSpecial Meeting other than those referred to in this Proxy Statement. If you vote by return of your signed and completed proxy card and other matters are properly presented at the AnnualSpecial Meeting for consideration, the persons appointed by the Board as proxies will have the discretion to vote for you on such matters.
SPECIAL MEETING OF STOCKHOLDERS – July 1, 2022
The undersigned stockholders(s) of Vinco Ventures, Inc. (the “Company”) hereby revoking any proxy heretofore given, does hereby appoint Lisa King and Philip Jones, and each of them, with full power to act alone, to represent the undersigned and to vote all shares of common stock of the Company that the undersigned is entitled to vote at the Special Meeting of the Stockholders Meeting Date: Thursday, June 6, 2019 Voting Instructions You can vote by Internet Instead of mailing yourthe Company to be held on July 1, 2022, 2022 at 10:00 a.m. Eastern Time and any and all adjournments and postponements thereof with all powers the undersigned would possess if personally present on the following proposals, each as described more fully in the accompanying proxy you may choosestatement and any other matters coming before said meeting.
This proxy confers authority and shall be voted in accordance with the recommendations of the Board of Directors, unless a contrary instruction is indicated in which case the proxy shall be voted in accordance with such instruction. This proxy confers discretionary authority to vote on any other matter, if any, presented at the Internet. Validation details including Control IDSpecial Meeting. This proxy shall be voted in accordance with the recommendations of the Board of Directors with respect to such other matters.
VOTING INSTRUCTIONS
Read our proxy statement before you vote by proxy. Then, to ensure that your shares are located on this form. Pleaserepresented at the Special Meeting, we ask that you appoint the Proxies to vote immediately. Your vote is important. Vote by Internet Log on toyour shares for you in one of the internet and go to https://stocktrack.simplyvoting.com See your Control ID below. Follow the steps outlined on this secured Web site. **following ways.
MAIL: | Please mark, sign, date and return this Proxy Card promptly using the enclosed envelope. | |
PHONE: | 1-800-690-6903 and then follow the voice instructions. | |
INTERNET: | www.proxyvote.com | |
DURING THE MEETING: | www.virtualshareholdermeeting.com/BBIG2022SM |
VINCO VENTURES, INC. | Special Meeting of Stockholders |
6 North Main Street | Meeting Date: July 1, 2022 |
Fairport, NY 14450 |
Voting Instructions | |
You can vote by Internet. | |
Instead of mailing your proxy, you may choose to vote on the Internet. Validation details including Control ID are located on this form. | |
Please vote immediately. Your vote is important. | |
Vote by Internet | |
Log on to the internet and go to | |
www.proxyvote.com | |
See your Control ID below. | |
Follow the steps outlined on this secured Web Site. |
CONTROL NUMBER:
***WE MUST RECEIVE YOUR VOTING INSTRUCTIONS PRIOR TO MIDNIGHT ET 06/05/19*JUNE 30, 2022***
This Proxy will be voted in accordance with the directions given herein. If no direction is given, this proxy will be voted in accordance with the board of director’s recommendations listed below.
PROXY CARD A.Voting Items(Fill in only one box per nominee or item in black or blue ink) 1. Election of Directors For Withold Christopher B. FergusonBoard of Directors recommendation For Louis ForemanBoard of Directors recommendation For Frank JenningsBoard of Directors recommendation For John MarcheseBoard of Directors recommendation For Kevin O’DonnellBoard of Directors recommendation For For Against Abstain 2Ratification of Marcum, LLP as independent auditors of Edison Nation, Inc. for the fiscal year ending December 31, 2019 Board of Directors recommendation For NOTE: The proxies may vote in their description on any other transact any other business as may properly come before the meeting or any adjournments or postpones thereof.
A. | Voting Items | |||||||||
For | Against | Abstain | ||||||||
1. | To authorize the increase of the Company’s authorized shares of common stock from 250,000,000 to 750,000,000. | [ ] | [ ] | [ ] | Board of Directors recommendation FOR | |||||
2. | To authorize the increase of the Company’s authorized shares of preferred stock from none to 30,000,000. | [ ] | [ ] | [ ] | Board of Directors recommendation FOR | |||||
3. | To approve a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing proposals. | [ ] | [ ] | [ ] | Board of Directors recommendation FOR |
VINCO VENTURES, INC. | PROXY CARD |
Special Meeting of Stockholders B.Non-Voting Items I would like to receive proxy materials via email in the future Email Address: C.Authorizedbe held on July 1, 2022
B. Authorized Signatures -– This section must be completed for your vote to be counted. Date and Sign Below.
Please sign exactly as name(s) appears. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian,custodiam, please give full title.
[ ] I PLAN TO ATTEND THE MEETING Date (mm/dd/yyyy)Signatures: VIRTUALLY
Date (mm/dd/yyyy) | Signature(s): |
If voting by mail, you must complete Sections A & CB and mail in the provided envelope.