UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCWashington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities

Exchange Act of 1934 (Amendment No.)

Filed by the Registrantx                              ☒

Filed by a Party other than the Registrant¨ ☐

Check the appropriate box:

¨  Preliminary Proxy Statement.

¨  Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).

x  Definitive Proxy Statement.

¨  Definitive Additional Materials.

¨  Soliciting Material Pursuant to §240.14a-12.

Commission File No. 001-33169

WIRELESS RONIN TECHNOLOGIES, INC.Creative Realities, Inc.

(Name of Registrant as Specified inIn Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

WIRELESS RONIN TECHNOLOGIES, INC.CREATIVE REALITIES, INC.

Baker Technology Plaza13100 Magisterial Drive, Suite 100

5929 Baker Road, Suite 475

Minnetonka, Minnesota 55345

April 26, 2013

Dear Shareholder:

I am pleased to invite you to attend the annual meeting of shareholders of Wireless Ronin Technologies, Inc., to be held at Briggs and Morgan, P.A., 80 South Eighth Street, Suite 2200, Minneapolis, Minnesota 55402, on June 6, 2013, at 3:30 p.m. central time. Details regarding the business to be conducted are more fully described in the accompanying notice of annual meeting and proxy statement. Also enclosed in this package is a proxy card for you to record your vote and a return envelope for your proxy card.

Your vote is important. Whether or not you plan to attend the meeting, I hope that you will vote as soon as possible. Voting will ensure your representation at the meeting, if you do not attend in person. If you do attend in person, you may withdraw your proxy and vote personally on any matters brought properly before the meeting.Louisville, KY 40223

Sincerely,

WIRELESS RONIN TECHNOLOGIES, INC.

Scott W. Koller President and Chief Executive Officer

WIRELESS RONIN TECHNOLOGIES, INC.

Baker Technology Plaza

5929 Baker Road, Suite 475

Minnetonka, Minnesota 55345

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 6, 201326, 2023

NOTICE IS HEREBY GIVENPlease take notice that thean annual meeting of shareholders of Wireless Ronin Technologies,Creative Realities, Inc., a Minnesota corporation, (the “Company”) will be held, at Briggs and Morgan, P.A.pursuant to due call by the Board of Directors (the “Board”), 80 South Eighth Street, Suite 2200, Minneapolis, Minnesota 55402, on June 6, 2013,26, 2023, at 3:8:30 p.m. centrala.m. Eastern time at 13100 Magisterial Drive, Suite 201-B, Louisville, Kentucky 40223, or at any adjournment or postponementadjournments thereof, for the following purposes, as more fully described inpurpose of considering and taking appropriate action with respect to the accompanying proxy statement:following:

These items of business are more fully described in the proxy statement accompanying this Notice. The record date for the annual meeting is April 27, 2023. Only shareholders of record at the close of business on April 12, 2013, are entitled to notice of, and tothat date may vote at the meeting. Whetherannual meeting or notany adjournment or postponement thereof.

Approximate date of mailing of proxy materials: May 8, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL

SHAREHOLDER MEETING TO BE HELD ON JUNE 26, 2023:

The proxy statement for the annual meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, each of which is included with this Notice, are also available to you expecton the Internet. We encourage you to attendreview all of the meeting in person, please mark, date and sign the enclosed proxy exactly as your name appears thereon and promptly return itimportant information contained in the envelope provided, which requires no postage if mailed inproxy materials before voting. To view the United States. Proxies may be revoked at any time before they are exercisedproxy statement and if you attendAnnual Report on Form 10-K on the meeting in person, you may withdraw your proxy and vote personally on any matter brought properly before the meeting.Internet, visit www.edocumentview.com/CREX.

Sincerely,

WIRELESS RONIN TECHNOLOGIES, INC.

Scott N. Ross 1 Table of Contents Senior Vice President, General Counsel and Secretary

Minnetonka, Minnesota

April 26, 2013

TABLE OF CONTENTS

i

TABLE OF CONTENTS

(continued)

ii

WIRELESS RONIN TECHNOLOGIES, INC.CREATIVE REALITIES, INC.

Baker Technology Plaza13100 Magisterial Drive, Suite 100

5929 Baker Road, Suite 475

Minnetonka, Minnesota 55345Louisville, KY 40223

PROXY STATEMENT

FOR

THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 6, 2013

INFORMATION CONCERNING SOLICITATION AND VOTINGPURPOSE OF THE ANNUAL MEETING

This proxy statement is furnished by the board

The Board of directors of Wireless Ronin Technologies, Inc. and contains information relating to theDirectors has called an annual meeting in conformity with Minnesota Statutes, Section 302A.431, and the requirements of our shareholders to be held on June 6, 2013, beginning at 3:30 p.m. central time, at Briggsthe Company’s amended and Morgan, P.A., 80 South Eighth Street, Suite 2200, Minneapolis, Minnesota 55402. This proxy statement and accompanying proxy card are being distributed on or about April 26, 2013.

Important Notice Regarding the Internet Availability of Proxy Materials for the Shareholder Meeting to be Held on June 6, 2013

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are furnishing our proxy materials on the Internet. “Proxy materials” means this proxy statement, our 2012 Annual Report and any amendments or updates to these documents. Our proxy materials are available on the Internet to the general public at http://www.wirelessronin.com/page/1/Proxy-Materials.jsp.

What is therestated corporate bylaws. The purpose of the annual meeting?

At our annual meeting shareholders willis to consider and vote on the following items of business:whether:

Shareholders will also vote on such other matters as may properly come before the meeting or any adjournment or postponement thereof.

What are the board’s recommendations?

Our board of directors recommends that you vote:

With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the board of directors or, if no recommendation is given, in their own discretion.

What shares are entitled to vote?

As of April 12, 2013, the record date for the meeting, we had 5,894,120 shares of common stock outstanding and approximately 116 shareholders of record. Each share of our common stock outstanding on the record date is entitled to one vote on each item being voted on at the meeting. You can vote all the shares that you owned on the record date. These shares include (1) shares held directly in your name as the shareholder of record, and (2) shares held for you as the beneficial owner through a broker, bank or other nominee. Shareholders do not have the right to cumulate votes in the election of directors.

Does the way in which I hold my shares affect how I submit my vote?

Yes. Most shareholders hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Shareholder of Record. If your shares are registered directly in your name with our transfer agent, Registrar and Transfer Company, you are considered, with respect to those shares, the shareholder of record, and we are sending these proxy materials directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to the named proxy holders or to vote in person at the meeting. We have enclosed a proxy card for you to use.

Beneficial Owner.If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and are also invited to attend the annual meeting.

Since a beneficial owner is not the shareholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares.

Who can attend the annual meeting?

All shareholders as of the record date, or their duly appointed proxies, may attend the meeting. If you are not a shareholder of record but hold shares through a broker or nominee (i.e., in street name), you should provide proof of beneficial ownership on the record date, such as your most recent account statement prior to April 12,

2013, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership. Registration and seating will begin at 3:15 p.m. Cameras, recording devices and other similar electronic devices will not be permitted at the meeting.

How can I vote my shares in person at the annual meeting?

Shares held in your name as the shareholder of record may be voted in person at the meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting.

How can I vote my shares without attending the annual meeting?

Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct how your shares are voted without attending the meeting. If you are a shareholder of record, you may vote by submitting a proxy. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, trustee or nominee. For directions on how to vote, please refer to the instructions included on your proxy card or, for shares held beneficially in street name, the voting instruction card provided by your broker, trustee or nominee.

Can I change my vote or revoke my proxy after I return my proxy card?

Yes. Even after you have submitted your proxy, you may change your vote or revoke your proxy at any time before the votes are cast at the meeting by (1) delivering a written notice of your revocation to our Corporate Secretary at our principal executive office, (2) executing and delivering a later dated proxy, or (3) appearing in person at the meeting, filing a written notice of revocation with our Corporate Secretary and voting in person the shares to which the proxy relates. Any written notice or later dated proxy should be delivered to Wireless Ronin Technologies, Inc., Baker Technology Plaza, 5929 Baker Road, Suite 475, Minnetonka, Minnesota 55345, Attention: Scott N. Ross, Senior Vice President, General Counsel and Secretary, or hand-delivered to Mr. Ross before the vote at the meeting.

What constitutes a quorum?

The presence, at the meeting, in person or by proxy, of the holders of at least a majority of the total number of outstanding shares of common stock entitled to vote constitutes a quorum for the transaction of business at the meeting. Votes cast by proxy or in person at the meeting will be tabulated by the election inspectors appointed for the meeting who will determine whether a quorum is present. Assuming that a quorum is present, the votes to approve the matters coming before the meeting are as follows:

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.”  Under applicable Nasdaq rules relating to the discretionary voting of proxies by brokers, brokers are not permitted to vote shares on non-routine matters, including the election of directors and the 2023 Stock Incentive Plan, without instructions from the beneficial owner. However, brokers are permitted to vote shares held in brokerage accounts with respect to "routine" matters, including the ratification of approval of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2023, even if they do not receive instructions from the beneficial owner. Therefore, street name holders of shares held in broker accounts are advised that, if they do not timely provide instructions to their broker, their shares will not be voted in connection with Proposal 1 (Election of Directors) or Proposal 2 (2023 Stock Incentive Plan), but will be considered to be broker non-votes with respect to Proposal 3 (Ratification of Selection of Independent Auditor), as described above. Such shares will not be considered as present and entitled to vote with respect to Proposals 1 and 2.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving this proxy statement?

This proxy statement contains information relating to the solicitation of proxies for use at our annual meeting to be held at 8:30 a.m., Eastern Daylight Time, on June 26, 2023, at our offices located at 13100 Magisterial Drive, Suite 201-B, Louisville, Kentucky 40223, for the purpose stated in the Notice of Annual Meeting of Shareholders. We, the Company, are making this solicitation.

Who is entitled to vote at the annual meeting?

Only holders of record of our common stock at the close of business on April 27, 2023, the record date for the annual meeting, are entitled to receive notice of and to vote at the annual meeting or any adjournment or postponement of the annual meeting.

What are the voting rights of shareholders?

Each share of common stock outstanding on the record date entitles its holder to cast one vote on the matter to be voted upon. Each share of our voting preferred stock outstanding on the record date entitles its holder to cast that number of votes equal to the number of shares of common stock into which the preferred stock is convertible as of the record date.

Who can attend the annual meeting?

Only holders of our common stock at the close of business on April 27, 2023, the record date for the annual meeting, or their duly appointed proxies, are authorized to attend the annual meeting. Cameras, recording devices, and other electronic devices will not be permitted at the annual meeting. If you hold your shares in “street name” (that is, through a bank, broker or other nominee), you will need to bring either a copy of the brokerage statement reflecting your stock ownership as of the record date or a legal proxy from your bank or broker.

What will constitute a quorum. There must be a quorum for any action to be taken at the meeting (other than an adjournment or postponement of the meeting). If you submit a properly executed proxy card, even if you abstain from voting, then your shares will be counted for purposes of determining the presence of a quorum. If a broker indicates on a proxy that it lacks discretionary authority as to certain shares to vote on a particular matter, commonly referred to as “broker non-votes,” those shares will still be counted for purposes of determining the presence of a quorum at the meeting.annual meeting?

What vote is required to approve each item?

Proposal No. 1.AssumingThe presence at the presenceannual meeting, in person or by proxy, of a quorum, the five persons receiving the highest number ofFOR votes will be elected as directors.

Proposal Nos. 2, 3, 4, 5 and 7. Assuming the presence of a quorum, approval of each of these proposals requires the affirmative vote of the greater of (1) a majority of the voting power of the shares presentof common stock outstanding at the close of business on April 27, 2023, will constitute a quorum permitting our shareholders to conduct business at the annual meeting. We will include abstentions in person or by proxy and entitled to vote, or (2) a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of businesscommon stock present at the shareholders’ meeting. Abstentions will be considered shares entitled to vote in the tabulationannual meeting for purposes of votes cast and will have the same effect as negative votes on each of these proposals.

Proposal No. 6. Assuming the presence ofdetermining a quorum, the affirmative votequorum. As of the greaterrecord date, there were 7,409,027 shares of (1) a majoritycommon stock outstanding.

How do I vote my shares of the voting power of the shares present in personcommon stock that are held by my bank, broker or by proxy and entitled to vote, or (2) a majority of voting power of the shares entitled to vote that would constitute a quorum for the transaction of business at the shareholders’ meeting, will determine the frequency (every year, every other year or every three years) selected by shareholders for shareholder votes on our executive compensation program. Notwithstanding our board’s recommendation to hold advisory votes on executive compensation every three years, our board has determined that it will adopt the frequency selected by our shareholders and hold advisory votes on executive compensation on the frequency selected by our shareholders.nominee?

If you hold any or all of your shares beneficiallyof common stock through a bank, broker or other nominee, you should follow the voting instructions provided to you by the bank, broker or nominee. Specific voting procedures relating to your shares of common stock held through a bank, broker or other nominee will depend on their particular voting arrangements and procedures.

How do I vote?

If you are a holder of record of our common stock, then you or your duly authorized agent may vote by completing and returning the accompanying proxy card, visiting www.investorvote.com/CREX to cast your vote on the internet, or you may attend the annual meeting and vote in street nameperson. If you are voting online, you will need to will need the unique 15-digit control number, which is printed on your proxy card. For Proposal 1, you may either vote “For” all the nominees to the Board of Directors or you may “Withhold” your votes for any nominee you specify. For Proposals 2 and 3, you may vote “For” or “Against” or abstain from voting.

May I change my vote after I return my proxy card?

Yes. You may revoke a previously granted proxy at any time before it is exercised by submitting to our Chief Financial Officer, Mr. Will Logan, at 13100 Magisterial Drive, Suite 100, Louisville, Kentucky 40223, a notice of revocation or a duly executed proxy (bearing a later date) on or prior to the close of business on June 23, 2023. You may also revoke a previously granted proxy by attending the annual meeting and voting in person.

How are votes counted?

If the accompanying proxy card is properly signed and returned to us, and not revoked, it will be voted AS DIRECTED BY YOU. If you return a proxy card but do not provide your broker or nominee with voting instructions,indicate how your shares may constitute “broker non-votes.” Generally, broker non-votes occurare to be voted, your proxy card will be voted FOR all proposals at the annual meeting.

How does the Board of Directors recommend that shareholders vote on the proposals?

Our Board of Directors recommends a vote “FOR” Proposals 1, 2 and 3.

Who pays the costs of soliciting proxies?

We will pay the costs of soliciting proxies. Presently, we do not anticipate that we will solicit proxies by any means other than mail. We expect that banks, brokers, fiduciaries, custodians and nominees will forward proxy soliciting materials to their principals and that we will reimburse such persons’ out-of-pocket expenses.

How can I determine the results of the voting at the annual meeting?

Preliminary voting results will be announced at the annual meeting, if available. Preliminary results, if necessary, and final results will be reported on a matter when a broker is not permitted to vote on that matter without instructions fromForm 8-K filed with the beneficial ownersSecurities and instructions are not given. Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether a proposal has been approved and, as to Proposal No. 6, will not be considered to have been voted in favorExchange Commission (the “SEC”) within four days of a particular frequency.the date of the annual meeting.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it means that you holdthen your shares are registered in more than one name or brokerage account. You shouldare registered in different accounts. Please complete, sign and return each proxy card that you receive in order to ensure that all of your shares are voted.

How can I voteAre proxy materials available on eachthe Internet?

To view this proxy statement on the Internet, please visit www.edocumentview.com/CREX.

Are there dissenters’ or appraisal rights?

No. None of the proposals?proposals to be considered and voted upon at the annual meeting entitle our holders of common stock to any dissenters’ or appraisal rights.

With respect to

Whom should I contact if I have any questions?

If you have any questions about the first proposal, you may voteFOR each ofannual meeting, the nominees,proxy materials or your vote may beWITHHELD with respect to any or all of the nominees. With respect to each of the second, third, fourth, fifth and seventh proposals, you may voteFOR orAGAINSTthe proposal, or you may indicate that you wish toABSTAINfrom voting on the proposal. For the sixth proposal, you may voteEVERY YEAR,EVERY OTHER YEAR orEVERY THREE YEARS, or you may indicate that you wish toABSTAIN from voting on the proposal.

Each of your shares will be voted according to your directions on the proxy card. If you sign your proxy card or broker voting instruction card with no further instructions, your shares will be voted in accordance with the recommendationsownership of our board of directors (common stock, please contact Will Logan, our Chief Financial Officer, at (502) 791-8800.

FOReach ofWhen are shareholder proposals due for the nominees2024 annual meeting?

If a shareholder wishes to present a proposal for director namedconsideration for inclusion in the proxy statement,FORmaterials for the amendment2024 annual meeting of shareholders, the proposal must be sent by certified mail, return receipt requested, and must be received by the Company at its principal address at 13100 Magisterial Drive, Suite 100, Louisville, Kentucky 40223, to Article 3the attention of our ArticlesWill Logan, Chief Financial Officer, no later than March 28, 2024; provided that if the 2024 annual meeting of Incorporation, as amended,FORshareholders is more than 30 days before or after the amendment to our Amended and Restated 2006 Equity Incentive Plan,FOR the amendment to our Amended and Restated 2006 Non-Employee Director Stock Option Plan,FOR advisory approval of our executive compensation program,EVERY THREE YEARSon advisory approvaldate of the desired frequency with which our2023 annual meeting of shareholders, will be asked to approve our executive compensation program, andFORratificationthen shareholder proposals are due within 10 days of the appointmentmailing of independent auditors).

Who will countnotice of the proxy votes?

Votes will be counted by Scott N. Ross, our Senior Vice President, General Counsel2024 annual meeting. All proposals must conform to the rules and Secretary, who has been appointedregulations of the SEC. Under SEC rules, if a shareholder notifies us of his or her intent to act as the inspector of electionpresent a proposal for the annual meeting.

How will voting on any other business be conducted?

We do not expect any matters to be presented for a voteconsideration at the 2024 annual meeting other than the matters described in this proxy statement. If you grant a proxy, either of the proxy holders, Scott W. Koller or Darin P. McAreavey, or his nominee(s) or substitute(s), will have the discretion to vote your shares on any additional matters that are properly presented for a vote at the meeting. If a nominee is not available as a candidate for director,shareholders after March 28, 2024, we, acting through the persons named as proxies in the proxy holdersmaterials for such meeting, may vote yourexercise discretionary authority with respect to such proposal without including information regarding such proposal in our proxy materials.

Our amended and restated bylaws provide that for anothera shareholder to nominate a candidate nominatedfor election as a director at an annual meeting of shareholders, the shareholder must generally notify us in writing at our principal address not later than 90 days in advance of such meeting. A copy of our amended and restated bylaws may be obtained from Will Logan, Chief Financial Officer, by written request to our boardprincipal address at 13100 Magisterial Drive, Suite 100, Louisville, Kentucky 40223.

Who is paying for this proxy solicitation?

We will pay the expenses incurred in connection with the solicitation of proxies. We are soliciting proxies principally by mail. In addition, our directors, officers and other employees may solicit proxies personally, by telephone, by facsimile or by e-mail, for which they will receive no consideration other than their regular compensation. We will also request brokerage houses, nominees, custodians and fiduciaries to forward soliciting material to the beneficial owners of shares held as of the record date and will reimburse such persons for their reasonable expenses so incurred.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Nominees

Five persons have been nominated for election as directors at the annual meeting, all of whom currently serve as directors. Our directors are elected annually, by a plurality of the votes cast, to serve until the next annual meeting of shareholders and until their respective successors are elected and duly qualified. There are no familial relationships between any director or officer.

Vote Required

The five nominees receiving the highest number of affirmative votes of the shares entitled to vote at the annual meeting shall be elected to the boardBoard of directors.Directors. Set forth below is certain information concerning the nominees for the boardBoard of directors.Directors. The boardBoard of directorsDirectors recommends that shareholders vote“FOR” “FOR” the nominees listed below.

Business Experience

The biographies of the above-identified individuals are set forth below:

Stephen F. BirkeDennis McGill becamejoined our Board of Directors in November 2019. Over the course of a 45-year career, Mr. McGill has served as a director, Chief Executive Officer or Chief Financial Officer of various public and private companies. Mr. McGill has been the Chairman of the Board of Directors for Olympus Insurance Company since November 2019. From June 2015 to October 2017, Mr. McGill served as the President and CEO of ReCommunity Holdings II, Inc., the largest independent recycling processing company in January 2011.the US, processing over 1.8 million tons of material annually and employing a team of 1,600 members. Mr. BirkeMcGill served on the Board of Directors for Lighting Science Group Corp. (“LSGC”) from March 2015 to July 2017 while the company was publicly traded. Mr. McGill also served as the LSGC’s Interim Chief Operating Officer from June 2014 to September 2014 and as LSGC’s Interim Chief Financial Officer from July 2014 to December 2014. Mr. McGill joined ourPegasus Capital as an operating advisor in December 2014 and remains in that capacity today. Since June 2014, Mr. McGill has also served on the board of directors in July 2008of DGSE Companies, Inc., a company listed on the NYSE MKT that buys and sells jewelry, diamonds, fine watches, rare coins and currency (“DGSE”). Mr. McGill previously served on the board of directors of DGSE, ReCommunity Holdings, LP and Fiber Composites, LLC and served as the chairman of DGSE’s audit committee. From February 2013 to October 2013, Mr. McGill served as executive vice president and Chief Financial Officer of Heartland Automotive Services, Inc., where he actively participated with the senior management team to develop and roll-out a new business model. From September 2010 to February 2013, Mr. McGill served as executive vice president and Chief Financial Officer of Blockbuster LLC and was responsible for directing and managing various aspects of the Chapter 11 process. From March 2005 to July 2010, Mr. McGill served as executive vice president and Chief Financial Officer of Safety-Kleen Systems, Inc., during which time he led the company’s merger and acquisition efforts and grew the company from $0 to $160 million in EBITDA during his tenure. Mr. McGill holds a Bachelor of Science degree in Finance and Accounting and Master of Business Administration degree from the University of California, Berkeley and is a Certified Public Accountant in the state of California.

David Bell joined our Interim Chief Executive OfficerBoard of Directors in August 2014 in connection with our acquisition of CreativeRealities, LLC. Mr. Bell brings over 40 years of advertising and marketing industry experience to the board, including serving as CEO of three of the largest companies in the industry — Bozell Worldwide, True North Communications and The Interpublic Group of Companies, Inc. Mr. Bell has previously led Slipstream Communications, LLC which is an international company providing strategic branding, digital marketing, and public relations services and served as a Senior Advisor to Google Inc. from September2006 to 2009. Mr. Bell previously served as an Operating Advisor at Pegasus Capital Advisors. He was a Senior Advisor to AOL from 2008 to December 2008. Mr. Birke2016 and has also served for 38 years at Targeton the boards of multiple publicly traded companies, including Lighting Science Group Corporation in various roles, most recentlyand Point Blank Solutions, Inc., and Primedia, Inc., and served as Vice President and General Merchandise Manager until his retirementCEO of The Interpublic Group of Companies Inc. from Target in May 2008. From October 20092003 to September 2010,2005. Mr. BirkeBell served as an independent director on the Board of Directors of Time, Inc. from June 2014 to January 2018.

Donald A. Harris was appointed to our Board of Directors in August 2014 in connection with ouracquisition of Broadcast International, Inc. He has been President of 1162 Management, and the General Partner of 5 Star Partnership, a private equity firm, since June 2006. Mr. Harris has been President and Chief Executive Officer of Lawrence Merchandising,UbiquiTel Inc., a provider of retail merchandising services.telecommunications company organized by Mr. Birke isHarris and other investors, since its inception in September 1999 and also its Chairman since May 2000. Mr. Harris served as the founder and President of Birch Tree International, LLC,Comcast Cellular Communications Inc. from March 1992 to March 1997. Mr. Harris received a retail/wholesale consulting company, which was organizedBachelor of Science degree from the United States Military Academy and an MBA from Columbia University. Mr. Harris’s experience in August 2008. Mr. Birke brings retail experiencethe telecommunications industry and his association with private equity funding is valuable to the Company.

Richard Mills is currently our board, which is oneChief Executive Officer and a member of our key vertical market segments.Board of Directors. Mr. Millspossesses over 32 years of industry experience. He also brings strong leadership and organizational effectiveness to our board.

Michael C. Howe joined our board of directors in July 2011. Mr. Howe is the principal of Howe Associates, Inc., an angel investment and consulting organization assisting clients with growth opportunities, organizational effectiveness and enhancement in enterprise-wide innovation. Mr. Howe worked with our company as a consultant through Howe Associates, Inc. from December 2010 to June 2011 to perform a business planning and strategy project. Such entity also provided our company with certain software development consulting services. From June 2005 through June 2008, Mr. Howe was the President andpreviously Chief Executive Officer of MinuteClinic,ConeXus World Global, a leading digital media services company, which he founded in 2010, and which was acquired by the Company. Prior to founding ConeXus, Mr. Mills was President and Director at Beacon Enterprise Solutions Group, Inc., a provider of convenient walk-in healthcare service. While at MinuteClinic,public telecom and technology infrastructure services provider. Previous to that, he designedjoined publicly traded Pomeroy Computer Resources, Inc. in 1993 and executed the company’s national expansion efforts, taking it from 19 health care clinics in 2 states to more than 525 health care clinics in 25 states, before the company was acquired by CVS Caremark Corporation in 2006. From 1995 to 2004, Mr. Howe served in various roles at Arby’s Inc., most recently as President and Chief Executive Officer

from 1999 to 2004. Prior to 1995, Mr. Howe served in a variety of sales management positions at the KFC Division of YUM! Brands, Inc., Helene Curtis Industries, Inc. and Proctor and Gamble. Mr. Howe brings angel investing, corporate consulting and public company chief executive officer experience to our board.

Scott W. Koller became our President and Chief Executive Officer in January 2011 and was elected to our board in March 2011. Mr. Koller served as our President and Chief Operating Officer from May 2010 to December 2010 and as our Executive Vice President and Chief Operating Officer from March 2009 until May 2010. Mr. Koller joined our company in November 2004. He served as our Senior Vice President of Sales and Marketing from November 2004 through January 2007, our Executive Vice President of Sales and Marketing from February 2007 through October 2008, and our Executive Vice President of Sales and Project Management from October 2008 through March 2009. From December 2003 to November 2004, Mr. Koller served as Vice President of Sales and Marketing for Rollouts Incorporated, a provider of field services for large-scale implementations. From August 1998 to November 2003, Mr. Koller served in various roles with Walchem Corporation, a manufacturer of metering pumps and analytical controllers, including the last three years as Vice President of Sales and Marketing. Mr. Koller served in the U.S. Naval Nuclear Power Program from 1985 to 1992. As our President and Chief Executive Officer, Mr. Koller brings management’s perspective to our board.

Kent O. Lillemoe joined our board of directors in August 2011. Mr. Lillemoe currently advises several early-stage, emerging growth companies as an independent consultant or board member. Mr. Lillemoe served as Chief Financial Officer of MinuteClinic, Inc., a health services provider and a subsidiarymember of CVS Caremark, from January 2006 to April 2009. Prior to MinuteClinic, Mr. Lillemoe was Chief Financial Officer of Envoy Medical Corporation, a medical device company, from January 2003 to November 2005; Chief Operating Officer of Avanti Optics Corp., an early stage technology company, from June 2000 until January 2003; Chief Financial Officer of Fargo Electronics, Inc., a publicly-held technology company, from March 1998 to June 2000; and Chief Financial Officer of CyberOptics Corporation, also a publicly-held technology company, from September 1985 to September 1996. Mr. Lillemoe serves as a director or AEI Core Property Income Trust, Inc. a real estate investment trust, since August 2011 where he is also the Chairman of the Audit Committee. He also served as a director of Fargo Electronics, Inc. beginning in July 2000, including as Chairman of the Audit Committee starting in September 2003, until it was acquired in August 2006. Mr. Lillemoe brings early stage company experience and public company chief financial officer experience to our board.

Howard P. Liszt joined our board of directors in August 2011. Mr. Liszt is a senior fellow at the University of Minnesota, where he leads a number of education initiatives for students interested in strategic communications careers. From 1994 until his retirement in 2000, Mr. Liszt was Chief Executive Officer of Campbell Mithun, Inc., a national marketing communications agency he joined in 1976. He also serves on the Board of Directors – Advisory Boardfrom 1995 until 1999. Mr. Mills helped grow sales at Pomeroy during his time there from $100 million to $700 million. Mr. Mills was also a founder of Land O’ Lakes,Strategic Communications LLC.

Stephen Nesbit has been in the digital signage and digital advertising industry for over 20 years. He iscurrently the Managing Director of Prestonwood Trail Holdings LLC and has provided advisory services for companies in the Digital Signage and Digital Media Industry for the past 10 years. He has directed and advised projects in North America, Europe, Asia proper, Southeast Asia, the Middle East, Australia and Africa. Prior to founding Prestonwood Trail, Mr. Nesbit was the President/COO at Reflect Systems, a prominent software and services company in the Digital Signage business. He joined Reflect after serving as President/COO of MarketForward, the Global Digital Media Division owned by the Publicis Groupe S.A. in Paris France. Mr. Nesbit began his career in Digital Signage as the EVP Global Operations & GM International Business for Next Generation Network. NGN was one of the first Digital Place Based Advertising companies in the industry before its sale to Anschutz Investments where the company changed its name to National Cinemedia (NASDAQ: NCMI). He began his career at IBM in the Data Processing Division holding various field and HQ management positions. Mr. Nesbit also held management and executive positions at Wang Labs and BBN Communications Inc., a national food and agricultural cooperative (since 2006), the Boardcommunications company that was the original architect of Advisorsthe Internet. Mr. Nesbit holds an undergraduate degree from the University of Kalypso, a consulting firm (since November 2010),Notre Dame and earned an MBA from the Indiana University Kelly Graduate School of Business.

Under our corporate bylaws, all of our directors serve for annual terms expiring upon the next annual meeting of our shareholders.

When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of Eggland’s Best, Inc.,our business and structure, the Board of Directors focuses primarily on the industry and transactional experience, in addition to any unique skills or attributes associated with a leading national marketerdirector. With regard to Mr. McGill, the Board of specialty branded eggs (since 2012),Directors considered his background and as Chairmanexperience with running and accelerating growth at public companies. With regard to Mr. Bell, the Board considered his deep experience within the advertising and marketing industries and his prior management of OCO Holdings, Inc., a communications service company (since 2009). He previously servedlarge enterprises. With regard to Mr. Mills, the Board of Directors considered his extensive background and experience in the industry. With regard to Mr. Harris, the Board of Directors considered his extensive experience in the telecommunications industry and association with private equity investors. Finally, with regard to Mr. Nesbit, the Board of Directors considered his extensive experience in the digital signage industry, having run several companies in the industry and acted as a directorconsultant broadly for digital signage companies over the past twenty years.

The Board of Restore Medical, Inc., a publicly-held medical device company, from May 2006 until its acquisition by Medtronic, Inc.Directors has determined that there are presently three “independent” directors, as such term is defined in July 2008; Zomax Inc., a publicly-held company which provided outsourced supply chain management services, from 1996 until its acquisitionSection 5605(a)(2) of the Nasdaq listing rules, each of whom also meets the criteria for independence set forth in October 2006; Ocular Sciences, Inc., a manufacturerRule 10A-3(b)(1) under the Securities Exchange Act of 1934. The directors whom the board has determined to be independent are Messrs. Bell, Harris, and marketerNesbit.

The Board of specialty healthcare products, from 2001 until its acquisition in 2004; and Shuffle Master, Inc., a publicly-held gaming supply company, from 2000 to 2003. Mr. Liszt brings corporate communications experience and advertising experience to our board.

OURINFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEESCORPORATE GOVERNANCE

Board OverviewLeadership Structure and Role in Risk Oversight

Our board

Mr. McGill serves as Chair of directors represents the interestsBoard of Directors, and Richard Mills serves as the Company’s Chief Executive Officer. We believe that having a Chair of the Board in addition to the Chief Executive Officer allows the Chief Executive Officer to concentrate his efforts primarily on managing business operations and development. This also allow us to maintain an independent Chair of the Board who oversees, among other things, communications and relations between our Board of Directors and senior management, consideration by our Board of Directors of the company’s strategies and policies, and the evaluation of our shareholders as a whole and is responsible for directingprincipal executive officers by our Board of Directors. During the management of our business and affairs, as provided by Minnesota law. The board of directors held thirteen meetings during thefiscal year ended December 31, 2012. In addition to2022, the Board held 7 meetings, of the full board,including telephonic meetings. During that year, all directors also attended committee meetings. Each director attended at least 75 percent85% of allthe aggregate of the meetings of the boardBoard and of thoseeach of the Board committees on which he served.served at the time. We encourage, but do not require, the Board to attend annual shareholder meetings. Messrs. Mills, Harris, and Bell attended the 2022 annual meeting of the shareholders.

Although risk management is a core responsibility of the Company's management, the Board of Directors recognizes that it plays a critical role in oversight of risk. The Board, in order to more specifically carry out this responsibility, has assigned the audit committee the primary duty to periodically review the company's policies and practices with respect to risk assessment and risk management, including discussing with management the company's major risk exposures and the steps that have been taken to monitor and control those exposures. Those risks include company risks, such as cyber security incidents, and industry and general economic risks, such as risks related to the impact of trade policies on our supply chain, all as further identified in our annual report. The compensation committee has been assigned the duty to assess the impact of the company's compensation programs on risk and recommend to the board of directors the adoption of any policies deemed necessary or advisable in order to mitigate compensation- and human capital management-related risks.

Board Committee Membership

Our Board of Directors has created a standing Compensation Committee and Audit Committee, which are described below. The Company’s committees have a separately adopted charter that is available on the Company’s website at https://investors.cri.com. Mr. Bell, Mr. Harris, and Mr. Nesbit qualify as “independent” member of the board as described above.

The board is comprisedBoard of Directors has not created a majorityseparate committee for nomination or corporate governance. Instead, the entire Board of independentDirectors shares the responsibility of identifying potential director-nominees to serve on the Board of Directors. Nevertheless, nominees to serve as directors as defined in Rule 5605(a)(2)on our Board of the Marketplace Rules of the NASDAQ Stock Market. In this regard, the board has affirmatively determined that Messrs. Birke, Lillemoe and LisztDirectors are independentselected by those directors under that rule. Michael C. Howe, who served our company as a consultant from December 2010 to June 2011, and Scott W. Koller, our President and Chief Executive Officer, are not independent directors. Gregory T. Barnum, who served on our board during 2012,who are independent.

Compensation Committee Information. Our Compensation Committee consists of Stephen Nesbit, Donald Harris, and Ozarslan A. Tangun, who resigned from our board effective April 5, 2013, were both independent directors.

The independentDavid Bell. Mr. Nesbit serves as chair of the committee. Each of the members of the board have regularly scheduled meetings atcompensation committee is independent under the applicable Nasdaq listing standards. The compensation committee met 1 time during the fiscal year ended December 31, 2022. The compensation committee has a written charter. The compensation committee’s duties, which only independent directors are present, knownspecified in the compensation committee charter, include, but are not limited to:

Audit Committee Information. Our Audit Committee consists of David Bell, Stephen Nesbit, and Donald Harris. Mr. Bell serves as executive sessions.

We have adopted a Codechair of Business Conduct and Ethics that applies to allthe committee. The Board of our employees, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions) and directors. Our Code of Business Conduct and Ethics satisfies the requirements of Item 406(b) of Regulation S-K and applicable NASDAQ Marketplace Rules. Our Code of Business Conduct and Ethics is posted on our Internet website at www.wirelessronin.com and is available, free of charge, upon written request to our Corporate Secretary at Baker Technology Plaza, 5929 Baker Road, Suite 475, Minnetonka, Minnesota 55345. We intend to disclose any amendment to or waiver from a provision of our Code of Business Conduct and Ethics that requires disclosure on our website at www.wirelessronin.com.

Leadership Structure and Risk Oversight

Our board of directorsDirectors has determined that having an independent director serve as Chairmanat least one member of the BoardAudit Committee  , Mr. Bell, is in the best interest of shareholders at this time. We separate the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. The Chief Executive Officeran “audit committee financial expert” as that term is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company, while the Chairman provides guidance to the Chief Executive Officer, sets the agenda for board meetings and presides over meetings of the full board. The structure ensures a greater role for the independent directors in setting agendas and establishing priorities and procedures for the work of the board.

Our board believes that its leadership structure is appropriate for administration of its risk oversight function. Our board has the primary responsibility for overseeing risk management of our company, and our management provides it with regular reports highlighting risk assessments and recommendations. Our board delegates its primary responsibility for overseeing risk management within the categories of financial risks, compensation and corporate governance to its key committees. In particular, our audit committee focuses on oversight of financial risks relating to our company; our compensation committee focuses primarily on risks relating to remuneration of our officers and other employees; and our corporate governance and nominating committee focuses on reputational and corporate governance risks relating to our company. In addition, the audit committee and the board regularly hold discussions with our officers regarding the risks that may affect our company.

Committee Overview

The board of directors has an audit committee, a compensation committee, a corporate governance and nominating committee, and an executive committee. With the exception of our executive committee, each committee consists solely of members who are independent as defined in Rule 5605(a)(2) of the Marketplace Rules of the NASDAQ Stock Market. Further information regarding the independence of our directors for service on our board’s committees appears in the committee discussions below. The following table shows the current membership of the committees and identifies our independent directors:

Each of the audit, compensation, and corporate governance and nominating committees has adopted and operatesRegulation S-K promulgated under a written charter. Each such committee regularly reviews and makes recommendations to the board about changes to its charter. Current copies of the committee charters may be found on our website at www.wirelessronin.com and are available in print upon written request to our Corporate Secretary at Wireless Ronin Technologies, Inc., Baker Technology Plaza, 5929 Baker Road, Suite 475, Minnetonka, Minnesota 55345.

The audit committee meets throughout the year, with regularly scheduled meetings. Additional meetings, either by phone or in person, are called when deemed necessary or desirable. The compensation committee, the corporate governance and nominating committee and the executive committee meet as needed. The chairperson of each committee, with the advice and consultation of management and the committee’s outside advisors, if any, sets the committee’s annual calendar and the agenda for each meeting. Committees members receive materials related to the topics on the agenda prior to each meeting.

Audit Committee Matters

Our audit committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each member1934. Mr. Bell’s relevant experience in this regard is detailed above in his biography. The Board of our audit committee is independent as defined in Rule 5605(a)(2) ofDirectors has determined that each director serving on the Marketplace Rules of the NASDAQ Stock Market and Exchange Act Rule 10A-3. Further, no member of our audit committee participated in the preparation of the financial statements of our company or any current subsidiary of our company at any time during the past three years.

Pursuant to our listing agreement with the NASDAQ Stock Market, each member of our audit committeeAudit Committee is able to read and understand fundamental financial statements, including an issuer’s balance sheet, income statement, and cash flow statement, and at least one member of the committee has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background which results in the individual’s financial sophistication. In addition, our board of directors has determined that Kent O. Lillemoe and Stephen F. Birke are audit committee financial experts as such term is defined by Item 407(d)(5) of Regulation S-K.

The functions of the audit committee include oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, and the performance, qualifications and independence of our independent auditors. Our audit committee is directly responsible for the appointment, retention, compensation, evaluation, termination and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing an audit report or related work.statements. The audit committee met fivefour times during the year ended December 31, 2012.

Audit Committee Report

Our audit committee has:

Based on the above-referenced review and discussions, the audit committee recommended to the board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2012, for filing with the SEC.

/s/ Kent O. Lillemoe

/s/ Stephen F. Birke

/s/ Howard P. Liszt

The Audit Committee

Compensation Committee Matters

Our compensation committee is responsible for discharging the board’s responsibilities relating to compensation of the company’s executives. Our compensation committee is also responsible for overseeing and advising the board on the adoption of policies that govern our compensation programs, including stock and benefit plans. The compensation committee met four times during the year ended December 31, 2012.

Each member of our compensation committee is independent as defined in Rule 5605(a)(2) of the Marketplace Rules of the NASDAQ Stock Market, is a non-employee director as defined in Exchange Act Rule 16b-3 and is an outside director as defined under Section 162(m) of the Internal Revenue Code.

Compensation Committee Procedures

Our compensation committee has the resources and authority necessary to discharge its duties and responsibilities. Our compensation committee has sole authority to retain and terminate, and approve fees and other retention terms for, its outside counsel, compensation consultants, and other experts or consultants as it deems appropriate.

Our compensation committee looks to certain executive officers, including our named executive officers, for assistance with the design and assessment of our executive compensation program and other personnel issues. For example, our named executive officers assist in the development of corporate succession plans for our Chief Executive Officer and other senior corporate officers, and provide periodic reports on matters relating to the company’s personnel appointments and practices. The committee reviews the performance of the Chief Executive Officer, whereas our Chief Executive Officer assists the committee with its annual review of the performance of the other executive officers. Named executive officers also assist the committee by providing insight on our company’s business goals and results, defining objectives for individual executives, and assessing the effect on our culture and personnel of suggested changes to our compensation programs. No executive officer is involved in assessing or setting his or her own compensation.

In April 2009, our compensation committee engaged Financial Concepts, Inc. as its outside compensation consultant. Financial Concepts was selected based on its ability to meet the committee’s needs at the most

effective cost. In May 2009, Financial Concepts presented to the committee a compensation analysis along with its recommendations, which included a market review involving base salary, non-equity incentive awards and equity incentive awards for the company’s executives. The committee gave consideration to the consultant’s analysis and recommendations when establishing the company’s executive compensation program. The committee expects to continue to utilize an outside compensation consultant when it deems appropriate for purposes of evaluating and analyzing the compensation provided to the company’s executives.

Corporate Governance and Nominating Committee Matters

Each member of our corporate governance and nominating committee is independent as defined in Rule 5605(a)(2) of the Marketplace Rules of the NASDAQ Stock Market.

The functions of the corporate governance and nominating committee include identifying individuals qualified to become members of our board, overseeing our corporate governance principles, and completing an annual evaluation of our board. The corporate governance and nominating committee took action by written consent once during the year ended December 31, 2012.

Corporate Governance and Nominating Committee Procedures

The corporate governance and nominating committee identifies, reviews and evaluates candidates for election as director who meet the standards set forth in our company’s corporate governance guidelines. The committee does not evaluate proposed nominees differently depending upon who has made the recommendation; however, the committee may consider, as one of the factors in its evaluation of shareholder recommended nominees, the size and duration of the interest of the recommending shareholder or shareholder group in the equity of our company.

The corporate governance and nominating committee may consider nominees suggested by directors, management and shareholders. It is the committee’s view that the continuing service of qualified incumbents promotes stability and continuity in the boardroom. However, prior to nominating an existing director for re-election to the board, the committee will consider and review an existing director’s qualifications and performance. Where there is no qualified and available incumbent, or where there is a vacancy or a desire to increase the size of the board, the committee will identify and evaluate new candidates. The committee will solicit recommendations for nominees from persons that it believes are likely to be familiar with qualified candidates. These persons may include members of the board and management. The committee may also determine to engage a third-party search firm; however, the committee has not to date paid any third party a fee to assist in identifying or evaluating potential nominees to the board. Based upon all available information, the committee recommends to the board candidates who, in the view of the committee, are most suited for board membership.

In making its selections, the corporate governance and nominating committee will also evaluate candidates proposed by shareholders. The committee may choose not to consider an unsolicited recommendation if no vacancy exists on the board and the committee does not perceive a need to increase the size of the board. The committee will consider only those director candidates recommended in accordance with the procedures set forth below.

Shareholder Nomination Procedures

To submit a recommendation of a director candidate to the corporate governance and nominating committee, a shareholder must submit a written notice, addressed to the Chairman of the corporate governance and nominating committee, in care of the Corporate Secretary, at the principal executive office of Wireless Ronin Technologies, Inc., containing the information set forth below.

Under our amended and restated bylaws, a notice from a shareholder who desires to nominate a director (the “Nominating Person”) must include the following: (a) as to each person whom the shareholder proposes to

nominate for election as a director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) all information with respect to such person that would be required to be set forth in a shareholder’s notice as set forth in (b) below, (iv) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, (v) a description of all direct and indirect compensation and other material agreements, arrangements and understandings and any other material relationships during the past three years, between or among any Nominating Person, on the one hand, and such proposed nominee, his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, and (vi) all other information that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC if such Nominating Person were the “registrant” for purposes of such rule and such proposed nominee were a director or executive officer of such registrant; and (b) as to each Nominating Person, (i) the “Shareholder Information and Disclosable Interests” defined in Section 2.3 of our amended and restated bylaws, which requires detailed information about their ownership of our capital stock, including all derivative securities or hedging transactions, as well as any proxies, understandings, or relationships pursuant to which the person has given or received a right to vote, directly or indirectly, any of our securities, hedging or similar agreements to which they are a party, any rights to dividends and any performance-related fees to which they may be entitled, and (ii) any other information relating to such Nominating Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. In addition, the shareholder must update and supplement such notice to reflect any changes as of (i) the record date for the meeting and (ii) ten business days prior to the meeting or any adjournment or postponement thereof.

In order for a director candidate to be considered for nomination at the annual meeting of shareholders, the recommendation must be received by the corporate governance and nominating committee as provided under “Shareholder Proposals for 2014 Annual Meeting.”

Minimum Qualifications

The corporate governance and nominating committee believes that members of the board must possess certain basic personal and professional qualities in order to properly discharge their fiduciary duties to shareholders, provide effective oversight of management, and monitor adherence to principles of sound corporate governance. It is therefore the policy of the committee that all persons nominated to serve as a director of our company should possess the following minimum qualifications: personal integrity and ethical character; absence of conflicts of interest; fair and equal representation of our company’s constituencies; demonstrated achievement in one or more fields; ability to function effectively in an oversight role; business understanding; and availability.

In approving candidates, the corporate governance and nominating committee will also assure that: at least a majority of the directors are independent; as many as possible of the directors satisfy the financial literacy requirements for service on the audit committee; at least one of the directors qualifies as an audit committee financial expert; at least some of the independent directors have experience as senior executives of a public or substantial private company; and at least some of the independent directors have general familiarity with our company’s industry.

Although we have no specific policy regarding diversity, the corporate governance and nominating committee will seek to promote through the nomination process an appropriate diversity on the board of professional background, experience, expertise, perspective, gender, ethnicity and country of citizenship.

Executive Committee Matters

Our executive committee consists of two independent directors as defined in Rule 5605(a)(2) of the Marketplace Rules of the NASDAQ Stock Market, one director who served as a consultant to our company from

December 2010 to June 2011, and our President and Chief Executive Officer, both of whom are not independent directors. Pursuant to our amended and restated bylaws, the executive committee may exercise all of the powers of the board of directors in the management of our business and affairs when the board is not in session. The executive committee did not meet during the year ended December 31, 2012.

Communications with Board Members

Our boardBoard of directorsDirectors has provided the following process for shareholders and interested parties to send communications to our board and/or individual directors. All communications should be addressed to Wireless Ronin Technologies,Creative Realities, Inc., Baker Technology Plaza, 5929 Baker Road, Suite 475, Minnetonka, Minnesota 55345,13100 Magisterial Drive, Ste. 100, Louisville, KY 40223, Attention: Corporate Secretary. Communications to individual directors may also be made to such director at our company’s address. All communications sent to a member of the audit committee or to any individual director will be received directly by such individuals and will not be screened or reviewed by any company personnel. Any communications sent to the board in the care of the Corporate Secretary will be reviewed by the Corporate Secretary to ensure that such communications relate to the business of the company before being reviewed by the board.

Board Member Attendance at Annual Meetings

Code of Ethics

We encouragehave adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions) and directors. Our Code of Business Conduct and Ethics satisfies the requirements of Item 406(b) of Regulation S-K. Our Code of Business Conduct and Ethics is available, free of charge, on the Company’s website at https://investors.cri.com, or upon written request to our Corporate Secretary at 13100 Magisterial Drive, Ste. 100, Louisville, KY 40223.

Derivatives Trading, Hedging, and Pledging Policies

Our Policy on Avoidance of Insider Trading provides that none of our executive officers, directors or employees, or household and immediate family members of such individuals and entities that such individuals influence or control (collectively, “Insiders”) may acquire, sell, or trade in any interest or position relating to attend the annual meetingfuture price of shareholders. We generally holdCompany securities, such as a board meeting earlierput option, a call option, or execute a short sale, or engage in hedging or monetization transactions or similar arrangements with respect to Company securities. These prohibitions apply to avoid any appearance that an Insider is trading based on material non-public information and focus his or her attention on short-term performance at the expense of the Company’s long-term objectives. Company employees who are not executive officers are not subject to the prohibitions described in this paragraph.

Nominating Process and Board Diversity

Although the Board of Directors does not have a formal policy with regard to the consideration of diversity in identifying director nominees, the Board of Directors will consider whether the candidate assists in achieving a mix of members that represents a diversity of background, thought and experience, including with respect to age, gender, international background, race and specialized experience. Accordingly, the Board strives to ensure that, when taken as a whole, the Board of Directors provides a significant breadth of experience, knowledge and abilities that shall assist the Board in fulfilling its responsibilities. Nominees for the Board of Directors should be committed to enhancing long-term shareholder value and must possess a high level of personal and professional ethics, sound business judgment and integrity. The Board may from time to time review the appropriate skills and characteristics required of Board members, including such factors as business experience, diversity, personal skills in finance, marketing, international business, financial reporting and other areas that are expected to contribute to an effective Board of Directors. In evaluating potential candidates for the Board of Directors, the Board considers these factors in the afternoon preceding the annual shareholders’ meeting to minimize director travel obligations and facilitate their attendance at the shareholders’ meeting. All of our directors then in office attended our 2012 annual meeting of shareholders in person or telephonically.

NON-EMPLOYEE DIRECTOR COMPENSATION

Standard Compensation Arrangements

Our compensation committee periodically reviews and makes recommendations to our board regarding the components and amount of non-employee director compensation. Directors who are employees of our company receive no fees for their services as director.

During 2012, non-employee members of our board of directors received the following cash compensation:

The foregoing amounts are payable 50 percent in cash and 50 percent in the form of a stock bonus. The cash component is paid quarterly in arrears. The equity component is granted on the last trading day of each fiscal quarter during which the Chairmanspecific needs of the Board of Directors at that time.

In compliance with Nasdaq Rules 5605(f) and 5606, our Board of Directors has self-reported the diversity characteristics summarized in the table below.  The Company does not have a member of its Board of Directors who currently qualifies as “diverse” under Nasdaq Rules. As we pursue future board member, committee member, and committee chairman served our company in such capacity. Such stock bonuses are issued pursuantrecruitment efforts, the Board of Directors will continue to our Amended and Restated 2006 Equity Incentive Plan.

Non-employee members of our board also receive additional equity-based compensation. Upon electionseek out candidates who can contribute to the board, non-employee directors generally receive a ten-year option for the purchasediversity of 8,000 shares of common stock under our Amendedviews and Restated 2006 Non-Employee Director Stock Option Plan. Such options become exercisable to the extent of 25 percentperspectives of the shares purchasable thereunder on the dateBoard of grantDirectors. This includes seeking out individuals of diverse ethnicities, a balance in terms of gender, and individuals with additional incrementsdiverse perspectives informed by other personal and professional experiences.  The Board of 25 percent becoming exercisable on each anniversaryDirectors is comprised of the date of grant until vested in full.

In February 2012, our boarda small number of directors, awarded each non-employee director a ten-year option for the purchase of 6,542 shares of common stockwhich has industry knowledge, and it has experienced challenges in identifying and attracting directors that would be considered “diverse” under our Amended and Restated 2006 Non-Employee Director Stock Option Plan. Such options become exercisable to the extent of 25 percent of the shares purchasable thereunder on the date of grant with additional increments of 25 percent becoming exercisable annually thereafter. In accordance with the terms of the Amended and Restated 2006 Non-Employee Director Stock Option Plan, the exercise price of each option is $5.35 per share, representing the closing price of our common stock on the NASDAQ Stock Market on February 16, 2012.

Furthermore, in February 2013, our board of directors awarded each non-employee director a ten-year option for the purchase of 20,000 shares of common stock under our Amended and Restated 2006 Non-Employee Director Stock Option Plan. Such options become exercisable to the extent of 25 percent of the shares purchasable thereunder on the date of grant with additional increments of 25 percent becoming exercisable annually thereafter. In accordance with the terms of the Amended and Restated 2006 Non-Employee Director Stock Option Plan, the exercise price of each option is $1.80 per share, representing the closing price of our common stock on the NASDAQ Stock Market on February 13, 2013.

Director Compensation Table

Compensation of our non-employee directors during 2012 appears in the following table. Because Mr. Koller also served as our Chief Executive Officer in 2012, his compensation, including information regarding his unexercised stock options, is instead presented in the Summary Compensation Table.Nasdaq Rules.

Board Diversity Matrix (as of April 27, 2023)

Those who served as non-employee directors during 2012 held the following unexercised stock options at December 31, 2012:

(c)	This stock option became exercisable to the extent of 25 percent of the shares purchasable thereunder on February 2, 2009, with additional increments of 25 percent becoming exercisable annually thereafter.

(d)	This stock option became exercisable to the extent of 25 percent of the shares purchasable thereunder on March 17, 2011, with additional increments of 25 percent becoming exercisable annually thereafter.

(e)	This stock option became exercisable to the extent of 25 percent of the shares purchasable thereunder on March 23, 2012, with additional increments of 25 percent becoming exercisable annually thereafter.

(f)	This stock option became exercisable to the extent of 25 percent of the shares purchasable thereunder on February 16, 2012, with additional increments of 25 percent becoming exercisable annually thereafter.

(g)	This option became exercisable in full as of June 9, 2011, pursuant to the terms of our consulting agreement with Howe Associates, Inc.

(h)	This stock option became exercisable to the extent of 25 percent of the shares purchasable thereunder on July 1, 2011, with additional increments of 25 percent becoming exercisable annually thereafter.

(i)	This stock option became exercisable to the extent of 25 percent of the shares purchasable thereunder on August 15, 2011, with additional increments of 25 percent becoming exercisable annually thereafter.

(j)	This stock option became exercisable to the extent of 25 percent of the shares purchasable thereunder on August 17, 2011, with additional increments of 25 percent becoming exercisable annually thereafter.

(k)	Mr. Tangun resigned from our board on April 5, 2013, at which time vesting ceased on Mr. Tangun’s unexercisable options.

(l)	Mr. Barnum resigned from our board on July 1, 2012, at which time vesting ceased on Mr. Barnum’s unexercisable options.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of April 12, 2013, by (1) each person who is known to us to own beneficially more than five percent of our common stock, (2) each director and nominee, (3) each executive officer named in the Summary Compensation Table below, and (4) all directors and executive officers as a group. The percentage of beneficial ownership is based on 5,894,120 shares outstanding as of April 12, 2013. As indicated in the footnotes, shares issuable pursuant to warrants and options are deemed outstanding for computing the percentage of the person holding such warrants or options but are not deemed outstanding for computing the percentage of any other person. Except as otherwise noted below or pursuant to applicable community property laws, each person identified below has sole voting and investment power with respect to the listed shares and none of the listed shares has been pledged as security. Except as otherwise noted below, we know of no agreements among our shareholders that relate to voting or investment power with respect to our common stock. Unless otherwise indicated, the address for each listed shareholder is c/o Wireless Ronin Technologies, Inc., Baker Technology Plaza, 5929 Baker Road, Suite 475, Minnetonka, Minnesota 55345.

2013; provided, however, that the holder shall not have the right to exercise such warrants to the extent that after giving effect to such exercise, such holder, together with such holder’s affiliates, would beneficially own in excess of 4.99% of the shares of common stock outstanding immediately after giving effect to such exercise. The address of CVI is One Capitol Place, P.O. Box 1787 GT, Grand Cayman, Cayman Islands, British West Indies. The address of HCM is 101 California St., Suite 3250, San Francisco, CA 94111.

(e)	Includes 1,334 shares remaining under a restricted stock award which vests in equal annual installments on March 17, 2014 and March 17, 2015, and 70,250 shares purchasable upon the exercise of options.

(f)	Includes 72,271 shares purchasable upon the exercise of options.

(g)	Includes 37,271 shares purchasable upon the exercise of options.

(h)	Includes 1,334 shares remaining under a restricted stock award which vests in equal annual installments on March 17, 2014 and March 17, 2015, and 35,000 shares purchasable upon the exercise of options.

(i)	Includes 12,271 shares purchasable upon the exercise of options.

(j)	Includes 239,334 shares purchasable upon the exercise of options and 2,668 shares over which there is sole voting power but no investment power.

SECTION 16(a) BENEFICIAL OWNERSHIP

REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers, directors and persons who own more than 10 percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Such officers, directors and shareholders are required by the SEC to furnish us with copies of all such reports. To our knowledge, based solely on a review of copies of reports filed with the SEC during 2012 and written representations from such persons that no other reports were required, all applicable Section 16(a) filing requirements were met, except that the reports on Form 4 for each of our six then non-employee directors setting forth the common stock awards to such persons on March 30, 2012 (Mr. Barnum (1,966 shares), Mr. Birke (5,618 shares), Mr. Howe (1,484 shares), Mr. Lillemoe (2,247 shares), Mr. Liszt (1,966 shares) and Mr. Tangun (1,966 shares)) were not filed on a timely basis.

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for 20122022 and 2011.2021 (table and footnotes in whole dollars):

The material terms of employment agreements of Richard Mills, Chief Executive Officer of Creative Realities, and Will Logan, Chief Financial Officer of the Company, and payments to be made upon a change in control are discussed below, in the narrative following “Potential Payments upon Termination or Change in Control.”below.

Our named executive officers are eligible for retirement benefits on the same terms as non-executives under the company’sCompany’s defined contribution 401(k) retirement plan. Employees may contribute up to 15% of their pretax or after-tax compensation to the plan. There is currently no plan forin accordance with current maximum contribution levels proscribed by the Internal Revenue Service. Beginning on April 1, 2018 but suspended indefinitely as of March 19, 2020, the Company began contributing an employer contribution match.match of 50% of employee wages up to 6%, for an effective match of 3%. Creative Realities re-implemented the employer contribution match at the previous rate effective October 1, 2021.

Our named executive officers also are

Richard Mills Employment Agreement

Creative Realities employs Richard Mills as Creative Realities Chief Executive Officer. Mr. Mills’ employment agreement was initially effective for a two-year term, which automatically renewed for additional one-year periods unless either Creative Realities or Mr. Mills elected not to extend the term. The agreement provided for an initial annual base salary of $270 subject to annual increases but generally not subject to decreases. Under the agreement, Mr. Mills was eligible to purchase our securitiesparticipate in performance-based cash bonus or equity award plans for Creative Realities senior executives. Mr. Mills participated in Creative Realities employee benefit plans, policies, programs, prerequisites and arrangements to the extent he meets applicable eligibility requirements. In the event of a termination of employment for good reason, as defined, without cause, as defined, or within 12 months following a change in control, as defined, other than for reason of death, disability or for cause, any of which occur during the first year of Mr. Mills’ employment, Mr. Mills would have been entitled to receive a severance payment equal to six months of his base salary. After the one-year anniversary of his employment (the current term of Mr. Mills’ employment is beyond the one-year anniversary), the severance amount increased to 12 months of then-current base salary. The agreement provided that any severance payments would be paid in installments over the course of the severance. The agreement contained certain non-solicitation and non-competition provisions that continue after employment for a period of one year. The agreement also contained other customary restrictive and other covenants relating to the confidentiality of information, the ownership of inventions and other matters.

Mr. Mills and Creative Realities entered into a new employment agreement on November 12, 2021. The employment agreement is effective for a one-year term, which automatically renews for additional one-year periods unless either Creative Realities or Mr. Mills elects not to extend the term. The agreement provides for an initial annual base salary of $330 subject to annual increases but generally not subject to decreases. The employment agreement provides that Mr. Mills’ annual base salary adjusted automatically on February 17, 2022 upon the closing of the Merger to $450, subject to annual increases but not generally subject to decreases. Under the agreement, Mr. Mills is eligible to participate in performance-based cash bonus or equity award plans for Creative Realities senior executives. Mr. Mills will participate in Creative Realities employee benefit plans, policies, programs, perquisites and arrangements to the extent he meets applicable eligibility requirements. In the event of a termination of employment for good reason, as defined, without cause, as de-fined, or within 12 months following a change in control, as defined, other than for reason of death, disability or for cause, Mr. Mills will be entitled to receive aggregate severance payments equal to twelve months of his base salary. The agreement provides that any severance payments would be paid in installments over the course of the severance. The agreement contains certain non-solicitation and non-competition provisions that continue after employment for a period of one year. The agreement also contains other customary restrictive and other covenants relating to the confidentiality of information, the ownership of inventions and other matters. On June 15, 2022, the Board approved an amendment to certain aspects of Mr. Mills’ compensation as further described below.

Will Logan Employment Agreement

Will Logan, Creative Realities’ Chief Financial Officer, had an at-will employment arrangement with Creative Realities. Mr. Logan’s then-current annual base salary was $249. Mr. Logan participated in Creative Realities employee benefit plans, policies, programs, perquisites and arrangements to the extent he meets applicable eligibility requirements, and also received the stock options discussed under “Outstanding Equity Awards at Fiscal Year-End” below.

Mr. Logan and Creative Realities entered into an employment agreement on November 12, 2021. The employment agreement is effective for a discountone-year term, which automatically renews for additional one-year periods unless either Creative Realities or Mr. Logan elects not to market price onextend the same termsterm. The agreement provides for an initial annual base salary of $249 subject to annual increases but generally not subject to decreases. The employment agreement provides Mr. Logan’s annual base salary automatically adjusted upon the closing of the Merger to $350, subject to annual increases but not generally subject to decreases, and Mr. Logan will receive a $75 cash bonus upon the closing of the Merger. Under the agreement, Mr. Logan is eligible to participate in performance-based cash bonus or equity award plans for Creative Realities senior executives. Mr. Logan participates in Creative Realities employee benefit plans, policies, programs, prerequisites and arrangements to the extent he meets applicable eligibility requirements. In the event of a termination of employment for good reason, as alldefined, without cause, as defined, or within 12 months following a change in control, as defined, other salaried employees under our Amendedthan for reason of death, disability or for cause, Mr. Logan will be entitled to receive aggregate severance payments equal to six months of his base salary. The agreement provides that any severance payments would be paid in installments over the course of the severance. The agreement contains certain non-solicitation and Restated 2007 Associate Stock Purchase Plan.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information concerning outstanding stock options and restricted stock awards held by our named executive officers as of December 31, 2012:2022:

Director Compensation

On March 13, 2019, Creative Realities’ Board of Directors approved a plan to compensate non-officer directors for their service to Creative Realities in the amount of $25 per year, beginning April 1, 2019, to be issued in either cash or restricted stock vesting immediately upon issuance. Shares of restricted stock were issued quarterly in arrears for service the preceding quarter for a value of $6 per director, with the number of shares issued based on the most recent close price of Creative Realities’ common stock at the end of the previous calendar quarter.

On November 17, 2021, Creative Realities’ Board of Directors updated its director compensation plan to compensate non-officer directors as follows:

The table below sets forth the compensation paid to Creative Realities non-employee directors during 2022:

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.