NOTICE OF VIRTUAL ANNUAL

Ecoark Holdings, Inc.

303 Pearl Parkway Suite 200

San Antonio, TX 78215

(800) 762-7293

SPECIAL MEETING OF STOCKHOLDERS
To Be Held on February 27, 2020

NOTICE IS HEREBY GIVEN thatPROXY STATEMENT

This proxy statement (the “Proxy Statement”) is being sent to the Annualholders of shares of voting stock of Ecoark Holdings, Inc., a Nevada corporation (“Ecoark” or the “Company”) in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at a Special Meeting of Stockholders of the Company which will be held at 1:00 p.m., Eastern Time, on December 16, 2020 (the “Annual“Special Meeting”) of Ecoark Holdings, Inc. (the “Company”). The Special Meeting will be a completely virtual only meeting via live webcast over the Internet. You will be able to attend the Special Meeting, vote your shares and submit your questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/ZEST2020. There will not be a physical meeting location. The Notice of the Special Meeting and this Proxy Statement are first being mailed on or about November 27, 2020 to our stockholders of record entitled to vote at the Special Meeting.

What matters will be voted on at the Special Meeting?

The four proposals that are to be considered and voted on at the Special Meeting are as follows:

Who is entitled to vote at the Special Meeting?

The Board has fixed the close of business on November 16, 2020 as the record date (the “Record Date”) for a determination of the stockholders entitled to notice of, and to vote at, the Special Meeting.

As of the Record Date, the voting power of the Company consisted of (i) 107,255,723 shares of common stock, par value $0.001 per share (the “Common Stock”), and (ii) under certain circumstances described below, one share of Series A-1 Preferred Stock, par value $0.001 per share (the “Series A-1 Preferred Stock”) of the Company.

Each holder of record of Common Stock as of the Record Date is entitled to one vote for each share held, except that pursuant to Section NRS 78.0296 of the Nevada Revised Statutes, the voting power of any shares issued or purportedly issued pursuant to the corporate act being ratified or validated must be disregarded for all purposes. In other words, for purposes of the ratification of the Authorized Capital Increase (Proposal 1), we must disregard all shares of Common Stock issued in excess of 100,000,000 shares (the “Disregarded Shares”) when determining the total number of our outstanding shares entitled to vote on February27, 2020,the ratification of the Authorized Capital Increase and the total number of shares that need to be voted in favor of such ratification to make the same effective. All stockholders are encouraged to vote at 10:30 a.m. (Central Time)the Special Meeting, as further described herein.

The one share of Series A-1 Preferred Stock outstanding represents (i) 104,081,632 votes, the voting power equal to 51% of the number of votes entitled to be cast on the proposal to ratify the Authorized Capital Increase (Proposal 1), or alternatively (ii) 111,633,507 votes, the voting power equal to 51% of the number of votes entitled to be cast on the proposal to approve an amendment to the Articles of Incorporation to increase the authorized Common Stock from 100,000,000 to 150,000,000 shares (Proposal 3). Since the Series A-1 Preferred Stock is owned by the Company’s Chairman and Chief Executive Officer, the Company expects that Proposal 1 and Proposal 3 will be approved.

Series A-1 Preferred Stock is not entitled to vote on any other proposals before the Special Meeting.

The Company expects to file a Certificate of Validation during the Special Meeting if Proposal 1 passes thereby permitting the Disregarded Shares to vote on all other matters.

What are the Board’s voting recommendations?

The Board recommends that you vote “FOR” the ratification of the amendment to effect the Authorized Capital Increase (Proposal 1), “FOR” the amendment to decrease the authorized Common Stock from 200,000,000 to 150,000,000 shares, if the Authorized Capital Increase is ratified (Proposal 2), “FOR” the amendment to increase the authorized Common Stock from 100,000,000 to 150,000,000 shares, if the Authorized Capital Increase is not ratified (Proposal 3) and “FOR” the adjournment of the Special Meeting (Proposal 4).

What is the difference between holding shares as a record holder and as a beneficial owner?

If your shares are registered in your name with the Company’s transfer agent, Philadelphia Stock Transfer, Inc., you are the “record holder” of those shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.

If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials have been forwarded to you by that organization. As the beneficial owner, you have the right to instruct this organization on how to vote your shares.

Who may attend the Special Meeting and how do I attend?

Record holders and beneficial owners may attend the Special Meeting. The Special Meeting will be held entirely online via live webcast.

Set forth below is a summary of the information you need to attend the virtual Special Meeting:

Stockholders may vote electronically and submit questions online while attending the virtual Special Meeting.

How do I vote?

Record Holder

If you vote by Internet or phone, please DO NOT mail your proxy card.

Beneficial Owner (Holding Shares in Street Name)

If you are a beneficial owner, you must follow the voting procedures of your nominee included with your proxy materials. If your shares are held by a nominee and you intend to vote at the Special Meeting, please be ready to demonstrate proof of your beneficial ownership as of the Record Date (such as your most recent account statement as of the Record Date, a copy of the voting instruction form provided by your broker, bank, trustee or nominee, or other similar evidence of ownership) and a legal proxy from your nominee authorizing you to vote your shares.

What constitutes a quorum?

To carry on the business of the Special Meeting, we must have a quorum. A quorum is present when the holders of a majority of the voting power, as of the Record Date, are represented in person or by proxy.

Pursuant to the Certificate of Designation, Series A-1 Preferred Stock only has the right to vote on Proposal 1 and Proposal 3, and not on any other proposals before the Special Meeting. Accordingly, the voting power with respect to Proposal 1 and Proposal 3 includes the voting power of the Series A-1 Preferred Stock. Additionally, as required by Section NRS 78.0296 of the Nevada Revised Statutes, the voting power with respect to Proposal 1 excludes the Disregarded Shares.

In order to ensure that the voting results fairly represent the views of all our stockholders to the fullest extent permitted by applicable law, a quorum will be deemed present at the Special Meeting if the holders of a majority of shares of Common Stock outstanding as of the Record Date are represented in person or by proxy, without including any Disregarded Shares.

Shares owned by the Company are not considered outstanding or considered to be present at the Special Meeting. Broker non-votes and abstentions are counted as present for the following purposes, allpurpose of which are discusseddetermining the existence of a quorum.

What happens if the Company is unable to obtain a quorum?

If a quorum is not present to transact business at the Special Meeting or if we do not receive sufficient votes in greater detail in the accompanying proxy statement:

1.      To elect the five director nominees named in the accompanying proxy statement to serve until the 2020 annual meeting of stockholders and until successors are duly elected or until the earliest of their removal or resignation;

2.      To approve, on an advisory basis, the compensationfavor of the proposals by the date of the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit solicitation of proxies. Because the Company’s named executive officers;Chairman and Chief Executive Officer owns the share of Series A-1 Preferred Stock, the Company expects it will have a quorum.

3.      To select

What is the effect of the Series A-1 Preferred Stock on the outcome of proposals before the Special Meeting?

On November 12, 2020, the Company, after becoming aware of a lawsuit filed in federal court challenging the validity of the approval by the stockholders of the Authorized Capital Increase, filed a non-binding advisoryCertificate of Designation of Preferences, Rights and Limitations (the “Certificate of Designation”) of Series A-1 Preferred Stock with the Secretary of State of Nevada. The Certificate of Designation was effective immediately upon filing. On November 16, 2020, the Company issued to its Chairman and Chief Executive Officer one share of Series A-1 Preferred Stock. Because one share of the Series A-1 Preferred Stock represents the voting power equal to 51% of the number of shares of Common Stock eligible to vote on the frequency of future advisory votesproposal to ratify the amendment to effect the Authorized Capital Increase (Proposal 1) and the proposal to approve the compensation of the Company’s named executive officers;

4.      To ratify the appointment of RBSM, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March31, 2020;

5.      To approve a proposalan amendment to amend the Company’s Articles of Incorporation to increase the number of shares the Company is authorized to issue from 100,000,000 shares to 150,000,000 shares, if the Authorized Capital Reduction is not ratified (Proposal 3), the Company expects that these proposals will be approved at the Special Meeting. The Board, recognizing that the Company will need the extra shares of Common Stock to meet obligations to holders of securities exercisable for Common Stock and to meet its working capital needs in order to remain operational and in reliance upon the Company’s common stock from 100,000,000sharesadvice of counsel, approved the authorization to 200,000,000;establish the Series A-1 Preferred Stock and issue one share for a limited and temporary purpose.

6.      To transact such other business as may properly come before the meeting or any adjournment thereof.

The Annual Meetingshare of Series A-1 Preferred Stock issued and outstanding on the Record Date shall be automatically surrendered to the Company and cancelled upon the approval of Proposal 1 or Proposal 3. Upon such surrender and cancellation, all rights of the Series A-1 Preferred Stock will be a completely “virtual meeting” of stockholders. You are invited to virtually attend the Annual Meetingterminate.

Series A-1 Preferred Stock is not entitled to vote on any other proposals before the Special Meeting.

Which proposals described in this proxy statement. However, you do not need to virtually attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card if you received paper copies of the proxy materials,are considered “Routine” or follow the instructions below to submit your proxy over the Internet.

PROXY SUMMARY“Non-Routine”?

This summary highlights certain information contained elsewhere in the accompanying proxy statement, but does not contain all of the information you should consider before voting your shares. For more complete information regarding the proposals to be voted upon at the virtual Annual Meeting of Stockholders and our fiscal year ended March31, 2019 performance, please review the entire proxy statement and our Annual Report on Form 10-K, for the fiscal year ended March31, 2019. Unless the context indicates otherwise, we use the terms “Ecoark” and “our” in this summary to refer to Ecoark Holdings, Inc.

Time of Virtual Annual Meeting

Voting Matters

Director Nominees (see page 10)Proposals 1, 2, 3and 4 are routine proposals.

The following table contains information about the five candidates who have been nominated for election to the Board of Directors of Ecoark. Each nominee is currently a director of Ecoark.

____________

Member   Financial Expert

*        Messrs. May and Metzger served on the board of directors of Ecoark, Inc. from 2011 and 2013, respectively, until it effected a reverse acquisition of Ecoark Holdings, Inc. (“Ecoark” or “the Company”, formerly known as Magnolia Solar Corporation) on March 24, 2016. Messrs. May and Metzger joined the Board effective on April 11, 2016.

5899 Preston Road #505
Frisco, Texas 75034
(479) 259-2977
www.zestlabs.com

PROXY STATEMENT

This proxy statement (this “Proxy Statement”) is being furnished to holders of common stock, $0.001 par value per share, of Ecoark Holdings, Inc. (“Ecoark,” “the Company,” “we,” “our,” and “us”) beginning on February5, 2020 in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors” or the “Board”) to be used at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on February27, 2020, at 10:30 A.M. (Central Time) and at any postponement or adjournment thereof. The Annual Meeting will be a completely “virtual meeting” of stockholders. You are invited to virtually attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to virtually attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card if you received paper copies of the proxy materials, or follow the instructions below to submit your proxy over the Internet.

Our Board is asking you to vote your shares by completing, signing and returning the accompanying proxy card. If you attend the Annual Meeting online, you may vote at the Annual Meeting even if you have previously returned a proxy card. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder as described in more detail below.

Please read this Proxy Statement carefully then vote your shares promptly by telephone, by Internet or by signing, dating and returning your proxy card.

ABOUT THE ANNUAL MEETING OF STOCKHOLDERS

What is the purpose of the Annual Meeting?a “broker non-vote”?

The following matters will be presented for stockholder consideration and voting at the Annual Meeting:

•        the election of directors;

•        an advisory vote on the compensation of our named executive officers;

•        an advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers;

•        the ratification of RBSM, LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2020;

•        the ratification of the amendment of the articles of incorporation of the Company to increase the number of authorized shares of common stock; and

•        such other business as may properly come before the meeting or any adjournment thereof.

Who is entitled to vote?

Only our stockholders of record at the close of business on the record date for the meeting, January10, 2020, are entitled to vote at the Annual Meeting. As of January10, 2020, we had 69,146,161shares of common stock issued and outstanding.

Can I access the proxy materials and annual report electronically?

Yes. This Proxy Statement and our Annual Report on Form 10-K, for the year ended March31, 2019, are available online atwww.zestlabs.com.

How can I attend the Annual Meeting?

Stockholders may attend the Annual Meeting online. While all stockholders will be permitted to attend the Annual Meeting online, only stockholders of record and beneficial owners as of the close of business on the record date, January10, 2020, may vote and ask questions during the Annual Meeting. Stockholders must return a proxy by one of the methods described on the proxy card or virtually attend the Annual Meeting online in order to vote on the proposals.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of record.    If your shares are registered directly in your name with our transfer agent, Philadelphia Stock Transfer, you are considered the stockholder of record with respect to those shares, and we sent a Notice of Annual Meeting and a printed set of the proxy materials, together with a proxy card, directly to you.

Beneficial owner of shares held in street name.    If your shares are held in an account at a broker, bank or other nominee, thenstreet name, you aremust instruct the beneficial owner of thoseorganization which holds your shares held in “street name,” and a Notice of Annual Meeting and a printed set of the proxy materials, together with a voting instruction form, was forwarded to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares. As a beneficial owner, you have the right to instruct your broker, bank or other nominee on how to vote the shares held in your account by following theshares. If you do not provide voting instructions, in the Notice of Annual Meeting or on the voting instruction form you received.

How can I vote my shares?

The process for voting your shares dependswill not be voted on how your shares are held. Generally, as discussed above, you may hold sharesany non-routine proposal. This vote is called a “broker non-vote.” Broker non-votes do not count as a “record holder” (that is, in your own name)vote “FOR” or in “street name” (that is, through“AGAINST” any of the proposals submitted to a nominee, such as a broker or a bank). As explained above, if you hold shares in “street name,” you are considered to be the “beneficial owner” of those shares.

Voting by Record Holders.    If you are a record holder, you may vote by proxy prior to the Annual Meeting or you may vote during the virtual Annual Meeting online. If you are a record holder and would like to vote your shares by proxy prior to the Annual Meeting, you have three ways to vote:

•        Go to the websitewww.proxyvote.com and follow the instructions at that website;

•        Call 1-800-690-6903 and follow the instructions provided on the call; or

•        If you received a proxy card in the mail, complete, sign, date, and mail the proxy card in the return envelope provided to you.

Please note that telephone and Internet proxy voting will close at 11:59 p.m. (Eastern Time) on February26, 2020. If you received a proxy card in the mail and wish to vote by completing and returning the proxy card via mail, please note that your completed proxy card must be received before the polls close for voting at the AnnualSpecial Meeting.

Voting by beneficial owners of shares held in “street name.”    If your shares are held in the name of a broker, bank, or other nominee (that is, your shares are held in “street name”), you should receive separate instructions from the record holder of your shares describing how to vote.

How are proxies voted?

All shares represented by valid proxies received prior to the Annual Meeting will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions.

What happens if I do not give specific voting instructions?

Stockholders of record.    If you are a stockholder of record, and you sign and return a proxy card without giving specific voting instructions, or you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the AnnualSpecial Meeting.

Beneficial owners of If your shares held in street name.    If you are a beneficial owner of shares held in street name and you do not join and vote atprovide specific voting instructions to the Annual Meeting or provide the broker, bank or other nomineeorganization that holds your shares, with specific voting instructions, then the broker, bank or other nominee that holds your sharesorganization may generally vote at its discretion on routine matters, but cannot votenot on non-routinenon-routine matters. If the broker, bank or other nominee that holdsyou sign your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the broker, bank or other nominee that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Which ballot measures are considered “routine’’ or “non-routine’’?

The ratification of the appointment of RBSM, LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2020 (Proposal No. 4) is considered a “routine” matter. Your broker, therefore, may vote your shares in its discretion if youproxy card but do not provide instructions on how your broker should vote, your broker will vote your shares as recommended by the Board on any non-routine matter.

How many votes are needed for each proposal to vote on this routine matter, and no broker non-votes are expected in connection with this proposal.pass?

The election of directors (Proposal No. 1),

Under Nevada law, the approval of the compensation of our named executive officers (Proposal No. 2), the frequency of future advisory votes on named executive officer compensation (Proposal No. 3), Amendment of the articles of incorporation to increase the number of authorized shares of common stock (Proposal No. 5) are considered “non-routine” matters. Accordingly, a broker may notaffirmative vote on these proposals without instructions from its customer and broker “non-votes” may occur with respect to these proposals.

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

Yes. You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. After you submit your proxy or vote online, you may change your vote via the Internet or by telephone (in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted), by signing and returning a new proxy card or voting instruction form with a later date, or by virtually attending the Annual Meeting and voting. However, your virtual attendance at the Annual Meeting will not automatically revoke your proxy unless you properly vote during the Annual Meeting or specifically request that your prior proxy be revoked by delivering written notice to the Secretary of the Company prior to the Annual Meeting at 5899 Preston Road #505, Frisco, Texas 75034.

What constitutes a quorum?

The presence at the Annual Meeting, virtually or by proxy, of the holders of a majority of the outstandingvoting power is required to ratify the Authorized Capital Increase (Proposal 1). With respect to this proposal, the voting power includes the voting power of the Series A Preferred Stock, but excludes the Disregarded Shares.

Under Nevada law, the affirmative vote of the holders of a majority of the voting power is required to approve an amendment to the Articles of Incorporation to decrease the authorized Common Stock (Proposal 2). Because Series A-1 Preferred Stock has no right to vote on this Proposal 2, a vote “FOR” this proposal by the holders of a majority of the shares of stock entitled to vote atCommon Stock outstanding as of the Annual Meeting will constitute a quorum at the Annual Meeting for the transaction of any business. If a quorum is established, each stockholder entitled to vote at the Annual MeetingRecord Date will be entitledsufficient for Proposal 2 to onebe approved.

Under Nevada law, the affirmative vote virtually or by proxy, for each share of stock entitled to vote held by such stockholder on the record date, January10, 2020. Proxies received but marked as abstentions and broker “non-votes” will be included in the calculation of the numberholders of votes considered to be present at the Annual Meeting and will be counted for quorum purposes. If a quorum is not present, the Annual Meeting may be adjourned until a quorum is obtained.

What are the Board of Directors’ recommendations?

The recommendationsmajority of the Board of Directors are set forth under the description of each proposal in this Proxy Statement.  In summary, the Board of Directors recommends that you vote:

•        “FOR”each of the director nominees named herein (Proposal No. 1);

•        “FOR”approval of the resolution regarding compensation of our named executive officers (Proposal No. 2);

•        “EVERY THREE YEARS” with respectvoting power is required to approve an amendment to the frequency of future advisory votes on named executive officer compensation (Proposal No. 3); and

•        “FOR”the ratification of the appointment of RBSM, LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2020 (Proposal No. 4).

•        “FOR”the ratification of approval of a proposal to amend the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 100,000,000shares to 200,000,000Common Stock (Proposal No. 5)

What vote is required to approve each Proposal?

3). With respect to this proposal, the electionvoting power includes the voting power of directors (Proposal No. 1),the Series A Preferred Stock.

Under our bylaws, require that each director be elected by a pluralitythe votes cast “FOR” must exceed the votes cast “AGAINST” the adjournment of the votes present atSpecial Meeting (Proposal 4).

Is broker discretionary voting allowed and what is the meeting, either virtually or by proxy. In other words,effect of broker non-votes?

What is the five nominees receivingeffect of abstentions?

What are the greatest number of votes will be elected. voting procedures?

You may vote forin favor of each proposal or against each proposal, or in favor of some proposals and against others, or you may abstain from voting for any or all of the director nominees nominated for election at the Annual Meeting and named in this Proxy Statement.

Approval of the compensation of our named executive officers (Proposal No. 2), the frequency of future advisory votes on named executive officer compensation (Proposal No. 3) and ratification of the appointment of RBSM, LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2020 (Proposal No. 4), and Amendment of the articles of incorporation to increase the number of authorized shares of common stock (Proposal No. 5) require the affirmative vote of a majority of votes cast. You may vote for, against or abstain from voting for these proposals. Proposals No. 2 and No.3, however, are merely advisory and are not binding on the Company, the Board, or the Compensation Committee of the Board. Despite the fact that Proposals No. 2 and No. 3 are not binding, the Board and the Compensation Committee will take the voting results of the proposals under advisement when making future decisions regarding the Company’s executive compensation program and the frequency of future advisory votes on named executive officer compensation.

Will abstentions and broker “non-votes” have an impact on the proposals contained in this Proxy Statement?

Abstentions and broker non-votes will be counted to determine whether there is a quorum present at the Annual Meeting, but will not be considered votes cast for voting purposes and thus will have no effect on any of these proposals. You should specify your respective choices on the proposalsaccompanying proxy card or your voting instruction form.

Is my proxy revocable?

You may revoke your proxy and reclaim your right to be presentedvote up to and including the day of the Special Meeting by giving written notice to the Corporate Secretary of the Company, by delivering a proxy card dated after the date of the proxy or by voting in person at the AnnualSpecial Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: Ecoark Holdings, Inc., 303 Pearl Parkway Suite 200, San Antonio, TX 78215, Attention: Corporate Secretary.

Where can I find

Who is paying the voting resultsexpenses involved in preparing and mailing this proxy statement?

All of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meetingexpenses involved in preparing, assembling and disclose final results in a Current Report on Form 8-K filed with the U.S. Securitiesmailing these proxy materials and Exchange Commission (the “SEC”) within four business days after the Annual Meeting.

Who pays the cost for soliciting proxies by the Board of Directors?

We will bear the costall costs of soliciting proxies includingwill be paid by the cost of preparing, printing and mailing the materials in connection withCompany. In addition to the solicitation of proxies. Weby mail, proxies may be solicited by the Company’s officers and regular employees by telephone or in person. Such persons will reimbursereceive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage firmshouses and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending the proxyto forward solicitation materials to the beneficial owners of our common stock. In additionthe shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing. We have retained Innisfree M&A Incorporated to solicitations by mail, our officers and regular employees may, without being additionally compensated, solicit proxies personally and by mail, telephone, facsimile or electronic communication.

Who is Ecoark?

Ecoark Holdings is an innovative AgTech company focused on solutions that reduce food waste and improve delivered freshness and product margins for fresh and perishable foodsassist in proxy solicitation for a wide rangefee of organizations including growers, processors, distributors and retailers. Ecoark Holdings addresses this through its indirect wholly-owned subsidiary: Zest Labs, Inc. (“Zest Labs” or “Zest”). The Company committed to a plan to focus its business on Zest Labs and divested non-core assets in 2019 that included assets of Pioneer Products, LLC (“Pioneer Products” or “Pioneer”) and Magnolia Solar, Inc. (“Magnolia Solar”). Those assets are reported as held$15,000, $5.50 for sale and their operations are reported as discontinued operations in the consolidated financial statements. The subsidiary Eco3d, LLC (“Eco3d”) was sold on April14, 2017, and is also reported as held for sale and discontinued operations in the consolidated financial statements. All discontinued operations have been sold or ceased operations by September30, 2019, so there are no remaining assets or liabilities of the discontinued operations. The Company has 13 employees of continuing operations and no employees of discontinued operations as of the date of this filing.each telephone contact plus expenses.

Our principal executive offices are located at 5899 Preston Road #505, Frisco, Texas 75034, and our telephone number is (479) 259-2977. Our website address is http://zestlabs.com/. Our website and the information contained on, or that can

Could other matters be accessed through, our website will not be deemed to be incorporated by reference in and are not considered part of this report.

Ecoark Holdings’ continuing operations focus on solutions offered by Zest Labs.

Zest Labs offers freshness management solutions for fresh food growers, suppliers, processors, distributors, grocers, and restaurants. Its Zest Fresh solution is a cloud-based post-harvest shelf-life and freshness management solution that improves delivered freshness of produce and protein and reduces post-harvest lossesdecided at the retailer due to temperature handlingSpecial Meeting?

Other than the items of business described in this Proxy Statement, no other matters will be presented for action by the stockholders at the Special Meeting.

What is “householding” and processing by 50% or more by intelligently matching customer freshness requirements with actual product freshness. It focuses on four primary value propositions — operational efficiency, consistent food freshness, reduced waste, and improved food safety. Zest Fresh empowers workers with real-time analytic tools and alerts that improve efficiency while driving quality consistency through best practice adherence at a pallet level. Zest Labs also offers its Zest Delivery solution that provides real-time monitoring and control for prepared food delivery containers, helping delivery and dispatch personnel ensure the quality and safety of delivered food.how does it affect me?

Zest Labs was previously known as Intelleflex Corporation. Effective on October28, 2016, Intelleflex Corporation changed its name to Zest Labs, Inc. to align its corporate name with its mission and the brand name of its products and services.

The Zest Fresh value proposition is to reduce fresh food loss by improving quality consistency. In the U.S. produce market, it is reported that roughly 30% of post-harvest fresh food is lost or wasted and therefore not consumed. Both fresh food producers and retailers bear significant expense when harvested food is either rejected due to early spoilage or reduced in value due to early ripening. Zest Labs believes that a significant portion of this waste can be attributed to inconsistent quality or freshness based on variable post-harvest processing and handling. Fresh food producers and retailers manage food distribution and inventory based on the harvest date, with the assumption that all food harvested on the same day willRecord holders who have the same freshness. However, studies have shownaddress and last name will receive only one copy of their proxy materials, unless we are notified that harvest conditions and post-harvest handling can have a significant effect on the actual remaining freshness and, if not properly accounted for, can result in food lossone or spoilage aheadmore of expectations. Zest Fresh empowers fresh food producers and retailersthese record holders wishes to significantlycontinue receiving individual copies. This procedure will reduce the post-harvest loss by providing real-time guidanceCompany’s printing costs and postage fees. Stockholders who participate in householding will continue to process adherence, intelligent distribution,receive separate proxy cards.

If you are eligible for householding, but you and best handling practices,other record holders with whom you share an address, receive multiple copies of these proxy materials, or if you hold the Company’s Common Stock in more than one account, and in either case you wish to receive only a goalsingle copy of providing significant financial savingseach of these documents for your household, please contact the Company’s Corporate Secretary at: Ecoark Holdings, Inc., 303 Pearl Parkway Suite 200, San Antonio, TX 78215, Attention: Corporate Secretary.

If you participate in householding and wish to fresh food producersreceive a separate copy of these proxy materials, or if you do not wish to continue to participate in householding and retailers.prefer to receive separate copies of these documents in the future, please contact the Company’s Corporate Secretary as indicated above. Beneficial owners can request information about householding from their brokers, banks or other holders of record.

Zest Labs has developed

Do I have dissenters’ (appraisal) rights?

Appraisal rights are not available to the industry’s first freshness metric called the Zest Intelligent Pallet Routing Code (“ZIPR Code”). The ZIPR Code has three main components: Harvest Quality which sets total freshness capacity (for example, 12 days for strawberries), Handling Impact which reflects aging acceleration due to improper handling, and Future Handling which accurately reflects how the product will be handled (for example, store shelf temperature may be 40 degrees Fahrenheit insteadCompany’s stockholders with any of the ideal 34 degrees Fahrenheit).proposals brought before the Special Meeting.

Zest Fresh is offered

Interest of Officers and Directors in Matters to fresh food producers, processors, distributors, restaurants,Be Acted Upon

None of the officers or directors of the Company have any interest in any of the matters to be acted upon at the Special Meeting, except that officers and grocers with pricing based ondirectors have in the numberpast received and may in the future receive equity awards as compensation for their services. Additionally, the individual directors are named in the complaint challenging the validity of pallets managed by Zest Fresh, typically from the field harvest through retail grocery delivery. The Zest Fresh service includes a re-usable wireless Internet of Things (“IoT”) condition sensor that travels with the pallet of fresh food from the field or processor through retail delivery, continuously collecting product condition data. The collected pallet product data is analyzed, using artificial intelligence-based predictive analytics in real-timeprior approval by the

Zest Fresh cloud-based solution, with stockholders of the fresh food producers and retailers accessing data through Zest Fresh web and mobile applications. Zest Fresh provides workers with real-time feedback on the current handling or processing of each pallet, empowering best practice adherence to achieve maximum freshness. Zest Fresh also provides dynamic updates as to actual product freshness for each pallet, enabling intelligent routing and inventory management of each pallet in a manner that ensures optimum delivered freshness. Zest Fresh also includes integrated blockchain support to grower and shipper customers via the Zest Fresh platform.

Zest Labs’ Zest Delivery solution helps to manage prepared food delivery from the restaurant throughamendment to the customer. Zest Delivery managesArticles of Incorporation to effect the delivery container environment, both monitoringAuthorized Capital Increase, as discussed in more detail in Proposal 1.

The Board Recommends that THE STOCKholders Vote “FOR” Proposals 1, 2, 3 and controlling4.

PROPOSAL 1. RATIFICATION OF AUTHORIZED CAPITAL INCREASE

On January 7, 2020, the product condition. The valueBoard approved, and on February 27, 2020, the stockholders of Zest Delivery is to manage prepared meals in an ideal state for consumption, while accommodating extended pre-staging or delivery times. Extended pre-staging times are associated with “instant delivery” services of prepared meals, where the meals are often pre-staged in a delivery area ahead of demand. While pre-staging enables fast demand response time, it can result in prepared meals being staged for extended periods, which can potentially impact quality, value, and safety. Zest Delivery monitors and controls the delivery container environment to preserve the prepared meal in ideal, ready to consume condition. Zest Delivery also provides the dispatcher with real-time remote visibility to the condition of available meals and confirming quality prior to dispatch. Zest Delivery provides automated, real-time visibility for a very distributed fleet of drivers, reflecting prepared meal food safety, quality and availability. Zest Delivery is offered to meal delivery companies based on the quantity of delivery containers and frequency of use.

Zest Labs currently holds rights to 69 U.S. patents (with additional patents pending), numerous related foreign patents, and U.S. copyrights relating to certain aspects of its Zest software, hardware devices including Radio-Frequency Identification (“RFID”) technology, software, and services. In addition, Zest Labs has registered, and/or has applied to register trademarks and service marks in the U.S. and a number of foreign countries for “Intelleflex,” the Intelleflex logo, “Zest,” “Zest Data Services,” and the Zest, Zest Fresh and Zest Delivery logos, and numerous other trademarks and service marks. Many of Zest Labs’ products have been designed to include licensed intellectual property obtained from third-parties. Laws and regulations related to wireless communications devices in the jurisdictions in which Zest Labs operates and seeks to operate are extensive and subject to change. Wireless communication devices, such as RFID readers, are subject to certification and regulation by governmental and standardization bodies. These certification processes are extensive and time consuming, and could result in additional testing requirements, product modifications or delays in product shipment dates.

Although most components essential to Zest Labs’ business are generally available from multiple sources, certain key components including, but not limited to, microprocessors, enclosures, certain RFID or other wireless custom integrated circuits, and application-specific integrated circuits are currently obtained by Zest Labs from single or limited sources, principally in Asia.

Zest Labs is part of a very competitive industry that markets solutions to fresh food supply chain users, such as fresh food growers, producers, and retailers. Many other companies that are both more established and command much greater resources compete in this market. While Zest Fresh and Zest Delivery offer new technical approaches and new user value, it remains uncertain if Zest Labs will gain sufficient adoption of its products to make them viable in the market. Further, it is unclear what industry competitors are developing that might address similar user needs. Zest Labs’ products provide a new approach for industry participants, and as with any new approach, adoption is uncertain as many in the industry can be slow to embrace new technology and/or new approaches. These market challenges can lead to extended sales cycles that may include extended pilot testing often at Zest Labs’ expense, for which the outcome remains unclear until the completion of each test. For these reasons, and others, forecasting new business adoption and future revenue can be very difficult and volatile.  However, the Company believes that Zest Fresh offers fresh food retailers, growers, shippers, processors, and distributors an opportunity to differentiate their businesses in ways thatat the shipment2019 Annual Meeting of canned and boxed food products cannot, as competition in the agriculture, grocery, food service and restaurant markets continues to accelerate.

The acquisitionStockholders of 440labs in May 2017 allowed Zest Labs to internally maintain its software development and information solutions for cloud, mobile, and IoT applications. 440labs had been a key development partner with Zest Labs for more than four years prior to the May 2017 acquisition, contributing its expertise in scalable enterprise cloud solutions and mobile applications.

On May31, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Trend Discovery Holdings Inc., a Delaware corporation (“Trend Holdings”) for the Company to acquire 100% of Trend Holdings pursuant to a merger of Trend Holdings with and into the Company (the “Merger”“Annual Meeting”). The Merger was completed on the May31, 2019 and as agreed in the Merger Agreement, the Company is the surviving entity in the Merger and the separate corporate existence of Trend Holdings has ceased to exist.

Trend Holding’s primary asset is Trend Discovery Capital Management. Trend Discovery Capital Management manages several entities including Trend Discovery LP and Trend Discovery SPV I. Trend Discovery LP is a hybrid hedge fund with a since inception track record of outperforming the S&P 500. Trend Discovery LP primarily invests in early-stage startups. In the near-term, Trend Discovery LP’s performance will be driven by its investment in Volans-i, a fully autonomous vertical takeoff and landing (“VTOL”) drone delivery platform. Trend Discovery LP currently owns approximately 1% of Volans-i, and has participation rights to future financings to maintain its ownership at 1% indefinitely. More information can be found at flyvoly.com.

In May 2018, the Ecoark Holdings Board of Directors (the “Board”) approved a plan to sell Pioneer Products (“Pioneer”) and Sable Polymer Solutions, LLC (“Sable”). Pioneer concluded operations in February 2019, and the sale of Sable assets was completed in March 2019. Relevant assets and liabilities are classified as held for sale and operations are classified as discontinued in the consolidated financial statements.

In May 2018, the Board also approved a plan to sell Magnolia Solar, and the sale was completed in May 2019. Prioran amendment to the sale, relevant assets and liabilities were classifiedCompany’s Articles of Incorporation (the “Amendment”) to effect the Authorized Capital Increase from 100,000,000 shares to 200,000,000 shares of Common Stock. The Amendment, which is attached as held for sale and operations are classified as discontinued inAnnex A to this Proxy Statement, was subsequently filed with the consolidated financial statements.

PROPOSAL NO. 1 — ELECTION OF DIRECTORSSecretary of State of Nevada, effective March 31, 2020.

The number of directors

Although we believe, that serve on the Board of Directors is currently set at five andAmendment to effect the Authorized Capital Increase may be fixed from time to timehave been properly approved by the Board in the manner provided in our bylaws. In accordance with our bylaws, directors are elected to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier removal, resignation or death.

Director Nominees

____________

*        Messrs. May and Metzger served on the board of directors of Ecoark, Inc. from 2011 and 2013, respectively, until it effected a reverse acquisition of Ecoark Holdings, Inc. (“Ecoark” or “the Company”, formerly known as Magnolia Solar Corporation) on March 24, 2016. Messrs. May and Metzger joined the Board effective on April 11, 2016.

Each of the five director nominees listed above currently serves as a director of the Company and was recommended by the Corporate Governance and Nominating Committee of the Board (the “Nominating Committee”) and nominated by the Board to stand for election at the Annual Meeting.

ThereMeeting, out of an abundance of caution and due to a lawsuit discussed in more detail below in this Proposal 1, we are no arrangements or understandings between Ecoark and any person pursuantasking stockholders to which such person has been elected a director.

Vote Required

Pursuant to our bylaws, directors are elected by a plurality ofratify the votes cast at a meeting at which a quorumAmendment. This is present. The five nominees receivingbecause the greatest number of votes will be elected.

Unless contrary instructions are given, shares represented by proxies solicited by the Board of Directors will be votedProxy statement used for the election of each of the nominees to the Board of Directors. If the person named as nominee should be unable or unwilling to stand for election at the time of the Annual Meeting proxies will be voted for a replacement nominee designated byidentified the Board of Directors or, inAuthorized Capital Increase as non-routine but ultimately the event no such designation is made, proxies will be voted for a lesser number of nominees. At this time, the Board knows of no reason why the nominees listed above may not be ablebrokers appeared to servehave treated it as a director if elected. Ages of the nominees are reflected as of January10, 2020. Proxies cannot be voted for a greater number of persons than the nominees named herein.

INFORMATION REGARDING THE BOARD AND ITS COMMITTEESroutine.

Director Nominees

Set forth below is biographical information for each director nominee listed above, including a brief listing of principal occupations for at least the past five years and other major affiliations. The following descriptions also outline the specific experience, qualifications, attributes, and skills that qualify each person to serve on the Board of Directors.

Randy S. May.    Mr.May has served as Chairman of the Board of Ecoark Holdings, Inc. since March 2016 and served as Chief Executive Officer of the Company from March 2016 through March28, 2017, and then from September21, 2017, to the present. He previously served as chairman of the board of directors and as chief executive officer of Ecoark, Inc. from its incorporation until its reverse acquisition with Magnolia Solar in March 2016. Mr.May is a 25-year retail and supply-chain veteran with extensive experience in marketing, operational and executive roles. Prior to Ecoark, Mr.May held a number of roles with Wal-Mart Stores, Inc. (“Walmart”), the world’s largest retailer based in Bentonville, Arkansas. From 1998 to 2004, Mr.May served as Divisional Manager for half the United States for one of Walmart’s specialty divisions, where he was responsible for all aspects of strategic planning, finance, and operations for more than 1,800 stores. He had profit and loss responsibility for more than $4billion of sales at the time. Under Mr.May’s leadership, the business grew sales and market share in a strong competitive market. Mr.May’s qualifications and background that qualify him to serve on the Board include his strong managerial and leadership experience, his extensive knowledge of strategic planning, finance and operations, as well his ability to guide the Company.

John P. Cahill.    Mr.Cahill has served on the Board of Directors since May 2016. Mr.Cahill is currently Chief of Staff and Special Counsel to the Archbishop of New York. He has held this position since April of 2019. Previously he was Senior Counsel at the law firm of Norton Rose Fulbright (formerly Chadbourne & Parke LLP) and has served in that capacity since 2007. He is also a principal at the Pataki-Cahill Group LLC, a strategic consulting firm focusing on the economic and policy implications of domestic energy needs, which he co-founded in March 2007. He served in various capacities in the administration of the Governor of New York, George E. Pataki from 1997 to 2006, including Secretary and Chief of Staff to the Governor from 2002 to 2006. He also serves on the board of directors of Sterling Bancorp, Inc., a bank holding company listed on the New York Stock Exchange (“NYSE”). Mr.Cahill’s extensive experience as an attorney in government and in business, as well as his extensive knowledge of and high-level experience in energy and economic policy, qualifies him as a member of the Board.

Peter A. Mehring.    Mr.Mehring has served as the Chief Executive Officer and President of Ecoark’s subsidiary, Zest Labs, Inc. since 2009 and became a member of the Board of Directors in January 2017. He was elected President of Ecoark on September25, 2017. Mr.Mehring brings extensive experience in engineering, operations and general management at emerging companies and large enterprises. As Chief Executive Officer of Zest Labs, Inc., he has led the Company’s efforts in pioneering on-demand data visibility and condition monitoring solutions for the fresh produce market. Prior to joining Zest Labs, Inc., from 2004 to 2006, Mr.Mehring was the Vice President of Macintosh hardware group at Apple Computer, Senior Vice President of Engineering at Echelon, and founder, General Manager and Vice President of R&D at UMAX. Mr.Mehring held Engineering Management positions at Radius, Power Computing Corporation, Sun Microsystems and Wang Laboratories. Mr.Mehring’s knowledge and experience in engineering, operations, management, product and service development, and technological innovation are among the many qualifications that have led to the conclusion that Mr.Mehring is qualified to serve on the Board.

Gary M. Metzger.    Mr.Metzger has served on the Board of Directors since March 2016 and served on the Board of Directors of Ecoark, Inc. from 2013 until its reverse acquisition with Magnolia Solar in March 2016. Mr.Metzger offers 40 years of product development, strategic planning, management, business development and operational expertise to the Board. He served as an executive at Amco International, Inc. and Amco Plastics Materials, Inc., where in 1986 he was named President and served in such role for 24 years until Amco was sold to global resin distribution company, Ravago Americas, in December 2011, where he remains a product developer and product manager. Mr.Metzger was co-owner of Amco Plastics Materials, Inc. and Amco International. Mr.Metzger’s leadership and knowledge of manufacturing companies, product development, strategic planning, management, and business development are an asset to the Board of Directors. In addition to his leadership functions, Mr.Metzger spearheaded research and development for recycled polymers, new alloy and bio-based polymer development, and introduced fragrance into polymer applications. He also developed encrypted item level bar code identification technology, anti-counterfeiting technologies, and antimicrobial technologies. Taken together, these are among the many qualifications and the significant experience that have led to the conclusion that Mr.Metzger is qualified to serve on the Board.

Steven K. Nelson.    Mr.Nelson has served on the Board of Directors since April 2017. Since 2015, Mr.Nelson has been a lecturer for the Department of Accounting at the University of Central Arkansas. In 2015, Mr.Nelson retired as Vice-President, Controller of Dillard’s, Inc., where he was responsible for administering all aspects of financial accounting and reporting. Mr.Nelson began his career in 1980 as a staff accountant for Ernst & Young and attained the title of audit manager by the time he left the firm in 1984. Mr.Nelson maintains an active license as a Certified Public Accountant (“CPA”) in the State of Arkansas. Mr.Nelson’s 35-year career as a CPA and his extensive experience as controller of a publicly traded company qualify him to serve on the Board and its Audit Committee. His broad experience as the former controller of a public company uniquely qualifies Mr.Nelson to advise Ecoark not only on general accounting and financial matters but also on various technical accounting, corporate governance and risk management matters that the Board may address from time to time. He possesses key insight on financial reporting processes and external reporting issues. TheOur Board has determined that Mr.Nelson qualifies as an “audit committee financial expert,” as defined by the rules of the SEC.

Director Independence

While our common stockit is not listed on a national securities exchange that requires our independent board members, a majority of our directors and each member of our audit, compensation and nominating and governance committees are independent. A director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

After reviewing all relevant relationships, the Board of Directors concluded that Cahill, Metzger, and Nelson are independent under the SEC rules adopted pursuant to the requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and in accordance with NYSE Corporate Governance Rules. No director or executive officer of the Company is related to any other director or executive officer of the Company by blood, marriage or adoption, except that Mr.Metzger is Mr.Hoagland’s stepfather-in-law. In making its independence determination, the Board considered all relevant transactions, relationships, or arrangements, including those disclosed under the section titled “Certain Relationships and Related Transactions.”

Board Leadership Structure and Role in Risk Oversight

Board Leadership Structure.    The Board of Directors has no fixed policy with respect to the separation of the offices of Chairman of the Board and Chief Executive Officer. The Board retains the discretion to determine, at any time, whether to combine or separate the positions as it deems to be in the best interests of the Company and its stockholders. The rolesour stockholders to ratify, pursuant to Section NRS 78.0296 of the ChairmanNevada Revised Statutes, the effectiveness of the Board and Chief Executive Officer are currently performed by one individual.

Our bylaws provide thatAmendment. If approved, this ratification will be retroactive to March 31, 2020, the Chairmaneffective date of the Board may be elected byAmendment.

Prior Approval of the Amendment at the Annual Meeting

The Amendment was previously submitted to a majority vote of the Board of Directors and shall serve until the meeting of the Board following the next annual meeting of stockholders at which such Chairman is re-elected. The Chairman of the Board shall preside at all meetings. Otherwise, the Company’s Corporate Governance Guidelines (the “Guidelines”) provide that a lead director selected by the non-management directors (the “Lead Director”) shall preside at meetings of the Board at which the Chairman of the Board is not present. The Guidelines require that the Lead Director shall preside at executive sessions of the non-management directors. The non-management directors will meet in executive session, no less frequently than quarterly, as determined by the Lead Director, or when a director makes a request of the Lead Director. Gary M. Metzger currently serves as the Lead Director.

The Board believes that maintaining a healthy mix of qualified independent and management directors on the Board is an integral part of effective corporate governance and management of the Company. The Board also believes that the current leadership structure strikes an appropriate balance between independent directors and directors, which allows the Board to effectively represent the best interests of the Company’s entire stockholder base.

Role of the Board in Risk Oversight.    The Board of Directors believes that risk management is an important part of establishing, updating and executing our business strategy. The Board has oversight responsibility relating to risks that could affect the corporate strategy, business objectives, compliance, operations, and the financial condition and performance of the Company, and focuses its oversight on the most significant risks facing us and, on our processes, to identify, prioritize, assess, manage and mitigate those risks. The Board receives regular reports from members of the Company’s senior management on areas of material risk to us, including strategic, operational, financial, legal and regulatory risks. While the Board has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on us.

Committees and Meetings of the Board of Directors of the Company

The Board of Directors meets on a quarterly basis but may have additional special meetings. The Board held 10 meetings during the year ended March31, 2019. For the year ended March31, 2019, all of our current directors attended at least 75% of the total number of board meetings or committee meetings on which they served during their period of service.

The Board of Directors has established an audit committee (the “Audit Committee”), the Compensation Committee and the Corporate Governance and Nominating (“Nominating”) Committee. Each of the committees has adopted a written charter, all of which are available in the Investor Relations section of our website atwww.zestlabs.com.

____________

Member  C Chairperson

*   Mr.Green has not been nominated for election to the Board of Directors of Ecoark at the Annual Meeting.

Audit Committee.Meeting that took place on February 27, 2020. The current members of our Audit Committee are Messrs. Nelson, as chair, Cahill, Metzger, and Green, each of whom is a non-employee member of our board of directors. Mr. Nelson is our audit committee chairman and financial expert, as that term is defined under the SEC rules implementing Section 407Amendment received 42,580,362 votes “FOR” out of the Sarbanes-Oxley Act69,146,161 shares of 2002, and possesses financial sophistication, as defined under the rules of The Nasdaq Global Select Market. Mr.Green has not been nominated for election to the Board of Directors of Ecoark at the Annual Meeting.

The duties and responsibilities of the Audit Committee are set forth in the charter of the Audit Committee adopted by the Board. The Audit Committee generally assists the Board in its oversight of the relationship with our independent registered public accounting firm, financial statement and disclosure matters, the internal audit function, and our compliance with legal and regulatory requirements. In accordance with its charter, the Audit Committee meets as often as it determines necessary, and at least four times each year.

Management has the primary responsibility for our financial statements and the reporting process, and our independent registered public accounting firm is responsible for auditing the financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States. The Audit Committee also monitors our financial reporting process and internal control system, retains and pre-approves audit and any non-audit services to be performed by our independent registered accounting firm, directly consults with our independent registered public accounting firm, reviews and appraises the efforts of our independent registered public accounting firm, and provides an open avenue of communication among our independent registered public accounting firm, financial and senior management and the Board. The Audit Committee has the authority to retain independent legal, accounting, and other advisors.

The Board has determined that each member of the Audit Committee qualifies as an independent director under the Sarbanes-Oxley Act, related SEC rules and NASDAQ listing standards related to audit committees, and that each satisfies all other applicable standards for service on the Audit Committee. The Board has determined that Mr.Nelson meets the requirements adopted by the SEC for qualification as an audit committee financial expert. The identification of a person as an audit committee financial expert does not impose on such person any duties, obligations or liability that are greater than those that are imposed on such person as a member of the Audit Committee and the Board in the absence of such identification. Moreover, the identification of a person as an audit committee financial expert for purposes of the regulations of the SEC does not affect the duties, obligations or liability of any other member of the Audit Committee or of the Board. Finally, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for purposes of Section 11 of the Securities Act of 1933.

The Audit Committee held nine meetings in fiscal 2019. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act and operates under a written charter that satisfies the applicable standards of the SEC A copy of the audit committee charter is available on our website athttps://www.zestlabs.com/downloads/Audit-Commitee.pdf.

Compensation Committee.    The duties and responsibilities of the Compensation Committee are set forth in the charter of the Compensation Committee adopted by the Board. The Compensation Committee is generally responsible for discharging the Board’s responsibilities relating to the compensation of our executive officers and other compensation matters. The Compensation Committee annually reviews the compensation of the Chief Executive Officer, other executive officers, and other employees, reviews and administers executive and equity compensation plans, other compensation and benefits plans, including perquisites, and establishes stock ownership guidelines. The Compensation Committee is also responsible for developing a management succession plan and overseeing management evaluations. In accordance with its charter, the Compensation Committee meets as often as it determines necessary, and at least four times each year.

The Compensation Committee currently consists of Messrs. Green as chair, Cahill, Metzger, and Nelson. The Board has determined that each member of the Compensation Committee qualifies as an independent director under the Sarbanes-Oxley Act, related SEC rules and NASDAQ listing standards related to compensation committees, and that each satisfies all other applicable standards for service on the Compensation Committee. Mr.Green has not been nominated for election to the Board of Directors of Ecoark at the Annual Meeting.

Although the Compensation Committee does not delegate any of its authority for determining executive compensation, the Compensation Committee may engage compensation consultants, independent legal counsel or other advisers in connection with its responsibilities. Additionally, the Compensation Committee periodically reviews our compensation strategy and its effect on the achievement of the Company’s goals with the Chief Executive Officer. The Compensation Committee exercises complete discretion in making all compensation decisions regarding cash compensation and equity awards for all of our executive officers.

Corporate Governance and Nominating Committee (“Nominating Committee”).    The duties and responsibilities of the Nominating Committee are set forth in the charter of the Nominating Committee adopted by the Board. The Nominating Committee is responsible for identifying individuals qualified to serve on the Board and recommending individuals to be nominated by the Board for election by stockholders or appointed by the Board to fill vacancies. Among its duties and responsibilities, the Nominating Committee is responsible for shaping corporate governance, reviewing and assessing the Guidelines, recommending Board compensation, and overseeing the annual evaluation of the Board. The Nominating Committee has the authority to retain compensation or other consultants as well as search firms for director candidates. In accordance with its charter, the Nominating Committee meets as often as it determines necessary, but at least four times each year.

The Nominating Committee currently consists of Messrs. Cahill, as chair, Metzger, Nelson, and Green. Mr.Green has not been nominated for election to the Board of Directors of Ecoark at the Annual Meeting. The process followed by the Nominating Committee to identify and evaluate candidates includes (i) requesting recommendations from the Board, the Chief Executive Officer, and other parties, (ii) meeting to evaluate biographical information and background material relating to potential candidates and their qualifications, and (iii) interviewing selected candidates. The Nominating Committee also considers recommendations for nomination to the Board submitted by stockholders. A stockholder who desires to recommend a prospective nominee for the Board should notify the Secretary of the Company or any member of the Nominating Committee in writing with supporting material the stockholder considers appropriate. The Nominating Committee has the authority and ability to retain compensation or other consultants and search firms to identify or evaluate director candidates.

In evaluating the suitability of candidates to serve on the Board, including stockholder nominees, the Nominating Committee seeks candidates who are independent, as defined by the Sarbanes-Oxley Act, related SEC rules and NYSE listing standards, and who meet certain selection criteria established by the Nominating Committee. The selection criteria include many factors, including a candidate’s general understanding of elements relevant to the success of a publicly traded company in the current business environment, understanding of our business, and educational and professional background. The Nominating Committee also considers a candidate’s judgment, competence, anticipated participation in Board activities, experience, geographic location and special talents or personal attributes. The guidelines provide that the composition of the Board should encompass a broad range of skills, expertise, industry knowledge, diversity, and contacts relevant to our business. Moreover, with respect to incumbent directors, the Nominating Committee also

considers past performance, including attendance at meetings and participation in and contributions to the activities of the Board, and the director’s ability to make contributions after any significant change in circumstances (including changes in employment or professional status).

Code of Ethics

We have a Code of Ethics as defined in Item 406 of Regulation S-K, which code applies to all of our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. All directors, officers, and other employees are expected to be familiar with the Code of Ethics and to adhere to the principles and procedures set forth therein. The Code of Ethics forms the foundation of a comprehensive program that requires compliance with all corporate policies and procedures and seeks to foster an open relationship among colleagues that contributes to good business conduct and an abiding belief in the integrity of our employees. Our policies and procedures cover all areas of professional conduct, including employment policies, conflicts of interest, intellectual property, and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of our business.

Directors, officers, and other employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Ethics. The full text of the Code of Ethics is available on our website athttps://www.zestlabs.com/downloads/Code-of-Ethics-2016.pdf. We intend to satisfy the disclosure requirements of Form 8-K regarding any amendment to, or a waiver from, any provision of our Code of Ethics by posting such amendment or waiver on our website.

Corporate Governance Guidelines

The Guidelines are designed to help ensure effective corporate governance and cover topics including, but not limited to, board composition and selection, director qualification standards, retirement policy, director responsibilities, selection of the lead director, executive sessions of non-management directors, communications from stockholders to the Board, Board committees, director orientation and continuing education, director compensation, management succession, annual evaluations of the Board and its committees, and public interactions. The Guidelines are reviewed by the Nominating Committee and revised when appropriate. The full text of the Guidelines is available on our website atwww.zestlabs.com.

Director Compensation

During 2016, the Board of Directors adopted a non-employee director compensation program that consists of (i) quarterly grants of unrestricted common stock valued at $25,000, which are granted promptly following the close of each fiscal quarter and (ii) cash payments of $1,500 for attendance at Board of Directors meetings and $1,000 for attendance at committee meetings. The number of shares granted to the non-employee directors each quarter is based on the average closing price of our common stock as quoted on the OTC Markets for each trading day in the quarter. During the year ended March31, 2018, the Company made grants of 5,591shares, 7,508shares, 9,960shares and 12,691shares to the non-employee directors for board service for the quarters ended June30, 2017, September30, 2017, December31, 2017, and March31, 2018, respectively. The grants vested immediately. For the year ended March31, 2019, the Company made grants of 127,281 Non-QualifiedCommon Stock Options to each independent director.

The following table sets forth shows the compensation paid to our non-employee directors for service during the year ended March31, 2019:

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Board of Directors has adopted a written policy regarding the review and approval of any related party transaction required to be disclosed under SEC rules. The Audit Committee of the Board of Directors is responsible for the review and approval of transactions covered by the policy. As provided in the policy, in reviewing the proposed transaction, the Audit Committee will consider all relevant facts and circumstances, including without limitation the commercial reasonableness of the terms, the benefit and perceived benefit, or lack thereof, to the Company opportunity costs of alternate transactions, the materiality, and character of the related party’s direct or indirect interest, and the actual or apparent conflict of interest of the related party.

The Audit Committee will not approve or ratify a related party transaction unless it will have determined that, upon consideration of all relevant information, the proposed transaction is in, or not inconsistent with, the best interests of the Company and its shareholders. Except as noted below, there were no commercial transactions between related parties and the Company that required disclosure in this Proxy Statement.

Gary M. Metzger, a board member advanced $328 to the Company through September30, 2019, under the terms of a note payable that bears 10% simple interest per annum, and the principal balance along with accrued interest is payable July30, 2020 or upon demand. Interest expense on the note for the six months ended September30, 2019 was $10. William B. Hoagland, Principal Financial Officer, advanced $30 to the Company in May 2019 pursuant to a note with the same terms as the note with Mr.Metzger. Randy S. May, Chief Executive Officer, advanced $45 to the Company in August 2019 pursuant to a note with the same terms as the note with Mr.Metzger. Dollar amounts in this paragraph are represented in thousands.

There were no other transactions occurring since April1, 2018, or that are currently proposed, (i) in which the Company was or is to be a participant, (ii) where the amount involved exceeds $120,000, and (iii) in which the Company’s executive officers, directors, principal stockholders, and other related parties had a direct or indirect material interest.

Other Transactions

We have entered into employment agreements with our executive officers that, among other things, provide for certain severance and change of control benefits.

We have granted stock options to our executive officers. Pursuant to our outside director compensation policy, we have paid cash compensation and granted restricted stock units to our non-employee directors.

We have entered into indemnification agreements with our directors and executive officers.

Policies and Procedures for Related Party Transactions

All future transactions between us and our officers, directors or five percent stockholders, and respective affiliates will be on terms no less favorable than could be obtained from unaffiliated third parties and will be approvedincorporated, requires approval by a majority of our independent directors who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed the audited consolidated financial statements ofoutstanding voting power. Based upon these affirmative votes, the Company with management. The Audit Committee has discussed withconsidered the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence. Based on the review and discussions referred to above in this report, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s AnnualAmendment approved, filed a Current Report on Form 10-K,8-K disclosing this approval and ultimately filed it with the Secretary of State of Nevada to increase the authorized Common Stock to 200,000,000 shares.

In order to obtain stockholder approval at the Annual Meeting, the Company filed a second amended Proxy Statement on February 18, 2020 (the “February 2020 Proxy Statement”). The February 2020 Proxy Statement described voting procedures for the year ended March31, 2019,stockholders who held their shares in “street name” or with brokers, banks or other nominees (the “Nominees”). It stated that only one matter, the ratification of auditors, was routine. By routine, it explained that the Nominees could exercise discretion to vote shares for filing with the SEC.

INFORMATION REGARDING THE EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is biographical information with respect to each current executive officer of the Company. Mr.May and Mr.Mehringwhich they had not received voting instructions. The February 2020 Proxy Statement also serve as directors of the Company. Officers are elected by the board of directors to hold office until their successors are elected and qualified.

Jay Oliphant resigned as Principal Financial Officer and Principal Accounting Officer on May15, 2019. Pursuant to a Separation Agreement with the Company (the “Separation Agreement”), Mr.Oliphant received his normal monthly salary through May15, 2019. In connection with his resignation, Mr.Oliphant entered into a consulting agreement with the Company for a term of six months beginning May16, 2019. Under the consulting agreement, Mr.Oliphant has agreed to assist the Company with financial reporting and related matters. William B. Hoagland was appointed as the Principal Financial Officer to succeed Mr.Oliphant. Mr.Hoagland has served as the Managing Member of Trend Discovery Capital Management, an investment fund, since 2011.

There are no family relationships among any of the directors or executive officers, exceptstated that Mr.Metzger is Mr.Hoagland’s stepfather-in-law.

Executive Officers

Randy S. May.    See “— Board of Directors” above for Mr.May’s biographical information.

Peter A. Mehring.    See “— Board of Directors” above for Mr.Mehring’s biographical information.

William B. Hoagland.    Mr.Hoagland is Principal Financial Officer of the Company. Immediately prior to joining Ecoark, Inc. in 2019, Mr.Hoagland spent the previous eight years as Managing Member of Trend Discovery Capital Management (“Trend Discovery”), a hybrid hedge fund since inception with a track record of outperforming the S&P 500. Prior to founding Trend Discovery in 2011, Mr.Hoagland spent six years as a Senior Associate at Prudential Global Investment Management (PGIM), working in both PGIM’s Newark, NJ and London, England offices. He has a Bachelor of Economics degree from Bucknell University. Mr.Hoagland holds the Chartered Financial Analyst designation and is a Level III candidate in the Chartered Market Technician Program.

PROPOSAL NO. 2 — advisory voteProposal 5 to approve the compensationAuthorized Capital Increase was non-routine and that if street name stockholders did not provide voting instructions, the shares could not be voted on that proposal.

The part of the February 2020 Proxy Statement which stated that Proposal 5 was non-routine and could not be voted upon by Nominees was unintentionally incorrect. The February 2020 Proxy Statement was prepared by the Company’s named executive officers

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Rule 14a-21 under the Exchange Act,former counsel upon whom the Company, requests that our stockholders cast a non-binding, advisory voteits management and the Board relied for issues of law and legal requirements. At no time until after the Authorized Capital Increase became effective was the Company, its management or the Board aware of this error.

In fact, Proposal 5, the proposal to approve the compensationAuthorized Capital Increase, was treated as routine and is considered routine under Rule 452 of our named executive officers identified in the “Summary Compensation Table” set forth in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholdersNew York Stock Exchange (the “NYSE”). Accordingly, Nominees, or at least broker-dealers which are members of the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies, and practices described in this Proxy Statement. Accordingly, we ask our stockholdersNYSE, had discretion to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, thatfor Proposal 5 unless instructed otherwise. Based upon the Company’s stockholders hereby approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement pursuantaccess to, the compensation disclosure rules of the SEC, the Summary Compensation Table and the other related tables and disclosures.”

As part of our compensation philosophy and the structure of our compensation programs, in order to meet the objectives of our compensation programs, the Company seeks to design performance-based compensation programs and set compensation targets and other objectives to maintain a close correlation between executive pay, stockholder interests, and Company performance.

Vote Required

Approval of the resolution regarding the compensation of our named executive officers requires the affirmative vote of a majoritysubsequent review of, the votes cast at the Annual Meeting. ThisMeeting, the votes necessary to pass Proposal 5 came from Nominees. The Company believes all or substantially all of these Nominee votes were from the NYSE member firms. The Company has been advised that these broker-dealers typically vote is merely advisory and will not be bindinguninstructed shares proportionately based upon the same ratio as shares voted and held by such broker-dealer actually voted. It is important to note that the Company played no role in the voting process which was conducted by an independent third party. Of course, the Board orrecommended to the Compensation Committee, nor will it create or implystockholders that they approve Proposal 5 and the Company paid for and solicited the votes.

The Lawsuit

On November 10, 2020, the Company became aware of a federal court lawsuit filed on November 9, 2020 by an alleged stockholder individually and on behalf of a class against the Company and its individual directors. The complaint questions the absence of any changebroker non-votes on Proposal 5 to approve the Authorized Capital Increase at the Annual Meeting and suggests some kind of improper action. In fact, there were no broker-non-votes on Proposal 5 to approve the Authorized Capital Increase since the brokers obviously elected to use their discretion and vote in favor of Proposal 5.

The essence of the three count lawsuit is that the individually-named Company directors breached their fiduciary duties of the Board or the Compensation Committee. The Compensation Committee will, however, take into accountby either ignoring the outcome of the vote when considering future executive compensation decisions.or by using a false and misleading proxy statement. The Board values constructive dialoguetwo breach of fiduciary duty counts seek damages. The third count seeks a declaratory judgment from the court that the Amendment to effect the Authorized Capital Increase was not properly approved and is therefore void. The Company intends to defend the suit on executive compensation and other significant governance topicsthe grounds that the voting by the NYSE members was done independently by these firms in accordance with the Company’sNYSE rules.

Proposed Stockholder Action

Out of an abundance of caution, we are re-seeking approval of the Amendment to effect the Authorized Capital Increase by the stockholders of the Company. While we believe that the action of the broker-dealer Nominees in using their discretion and encourages allvoting for the proposal to approve the Authorized Capital Increase at the Annual Meeting was authorized under the NYSE rules, we are seeking the ratification to resolve any uncertainty.

The Company is vastly different and stronger than what it was in February 2020; it has made significant oil and gas acquisitions and its revenue has ramped up. If the Company is required to reduce or curtail its operations if the proposal to ratify the Authorized Capital Increase is not approved, its stockholders will be harmed.

Certificate of Validation

We expect to file a certificate of validation regarding the Amendment, substantially in the form attached as Annex B (the “Certificate of Validation”) with the Nevada Secretary of State as soon as possible upon the receipt of the required vote their sharesof the stockholders at the Special Meeting to ratify the Amendment. If required under the Nevada Revised Statutes, we will also file a Certificate of Correction with the Nevada Secretary of State. The filing date of the Certificate of Validation will be the effective time of the validation of the Authorized Capital Increase within the meaning of Section NRS 78.0296 of the Nevada Revised Statutes. In addition, pursuant to Section NRS 78.0296 of the Nevada Revised Statutes, we will provide notice of the approval of this Proposal 1 (the “Ratification Notice”) to each stockholder of record at the time of such approval not later than 10 days after this Proposal 1 is approved by the stockholders as contemplated in this Proxy Statement.

Retroactive Ratification of the Amendment

Subject to the 180-day period for bringing legal challenges discussed below, when the Certificate of Validation, or, if necessary, a Certificate of Correction, becomes effective in accordance with the Nevada Revised Statutes, it should eliminate any potential uncertainty as to whether the Amendment and the Authorized Capital Increase are void or voidable as a result of the potential failure of authorization described above, and the effect of the ratification will be retroactive to the filing of the Amendment with the Secretary of State on March 31, 2020.

Time Limitations on Legal Challenges

Under the Nevada Revised Statutes, any claim that the Amendment ratified pursuant to this important matter.Proposal 1 is void or voidable due to a failure of authorization, must be brought within 180 days from the date of the Ratification Notice.

PROPOSAL NO. 3 — advisoryEffect of Failure to Obtain Stockholder Approval

If the proposal to ratify the Authorized Capital Increase is not approved by our stockholders, the Company may face very serious consequences. The Company will not be able to file the Certificate of Validation with the Nevada Secretary of State and the Amendment may not be deemed effective in accordance with Section NRS 78.0296 of the Nevada Revised Statutes. This may subject us to potential claims that (i) the vote on the frequencyAuthorized Capital Increase did not receive requisite stockholder approval, (ii) the Amendment therefore was not validly adopted, and (iii) as a result, (a) the Company would not have sufficient authorized but unissued shares of Common Stock to permit future advisory votessales and issuances of Common Stock, including pursuant to approveoutstanding warrants and stock options, (b) past issuances of Common Stock may not be valid, and (c) the compensationCompany would not be able to make requisite representations regarding its outstanding shares of Common Stock in connection with any strategic transaction that the Board may deem advisable. Any inability to issue Common Stock in the future and any invalidity of past issuances of Common Stock could expose us to significant claims and have a material adverse effect on our liquidity.

Vote Required

The affirmative vote of the Company’s named executive officers

In accordance with the Dodd-Frank Act, we request that our stockholders cast a non-binding, advisory vote regarding the frequency with which we should include in future annual proxy statements a stockholder advisory vote to approve the compensation of our named executive officers, similar to Proposal No. 2 above. By voting on this proposal, stockholders may indicate whether they would prefer that we provide for such a stockholder advisory vote at future stockholder meetings every year, every two years or every three years.

After careful consideration, the Board determined that providing a stockholder advisory vote to approve the compensation of our named executive officers every three years (as opposed to every one year or two years) is the most appropriate alternative for the Company at this time. In formulating its recommendation, the Board determined that an advisory vote on named executive officer compensation every three years will allow stockholders to provide their direct input on our compensation philosophy, policies, and practices as disclosed in the proxy statement on a timely and consistent basis than if the vote were held less frequently. Additionally, a three-year advisory vote on executive compensation is consistent with our policy of seeking regular dialogue with our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices.

Our stockholders will have the opportunity to specify one of four choices for this proposal: (1) every year, (2) every two years, (3) every three years, or (4) abstain. Stockholders are not voting to approve or disapprove of the Board’s recommendation. Rather, stockholders are being asked to express their preference regarding the frequency of future advisory votes on executive compensation. If none of the frequency options receives majority support, the option receiving the greatest number of votes cast will be considered the frequency recommended by our stockholders.

Vote Required

Approval of a specific frequency of future advisory votes regarding the compensation of our named executive officers requires the affirmative voteholders of a majority of the votes cast atvoting power, including the Annual Meeting. This vote is merely advisory and will not be binding upon the Company, the Board or the Compensation Committee, nor will it create or imply any change in the fiduciary dutiesvoting power of the Board orSeries A Preferred Stock, but excluding the Compensation Committee. The Board values constructive dialogue on executive compensation and other significant governance topics with the Company’s stockholders and encourages all stockholders to vote their shares on this important matter.

PROPOSAL NO. 4 — Ratification of RBSM, LLP as the Company’s independent registered public accounting firm for the FISCAL year ending MARCH 31, 2020

The Audit Committee appointed RBSM, LLP (“RBSM”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending March31, 2020, and further directed that the selection of the independent registered public accounting firm be submitted for ratification by the stockholders at the Annual Meeting. Stockholders are askedDisregarded Shares, is required to ratify the appointment of RBSM at the Annual Meeting. Representatives of RBSM are expectedAmendment. An abstention with respect to be available during the Annual Meeting,this Proposal 1 will have an opportunity to makethe same effect as a statement if they desire to do so,vote “Against” the proposal. Because the Company’s Chairman and are expected toChief Executive Officer owns the share of Series A-1 Preferred Stock, the Company expects he will vote in favor of Proposal 1 and Proposal 1 will be available to respond to appropriate questions from stockholders.approved.

Accounting Fees and Services

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THIS PROPOSAL 1.

PROPOSAL 2. APPROVAL OF AN AMENDMENT TO DECREASE THE AUTHORIZED COMMON STOCK

The following table sets forthBoard has approved, and is asking stockholders to approve a proposed amendment to the aggregate fees paid by usArticles of Incorporation of the Company (the “Proposed Capital Reduction Amendment”) to RBSMdecrease the number of shares of Common Stock the Company is authorized to issue from 200,000,000 to 150,000,000 shares.

The stockholders will only need to vote on this Proposal 2 if the Authorized Capital Reduction is ratified pursuant to Proposal 1.

Purpose of the Proposed Amendment

The Board believes that the reduced number of authorized shares of Common Stock of 150,000,000 shares will be sufficient to suit the Company’s projected capital stock needs for professional services renderedthe foreseeable future, such as capital-raising transactions, the issuance of equity-based compensation and, to the extent opportunities may arise in the future, mergers or acquisitions that may involve issuance of our Common Stock or other equity or equity-linked securities, and is more aligned with the expectations of our stockholders. As of the date of this Proxy Statement, Ecoark has not entered into any agreements requiring it to issue equity in connection with a merger or acquisition. Based on the auditchanges in Ecoark’s business and financial condition since February 27, 2020, the Board does not believe the extra 50,000,000 shares are needed to meet working capital and other business needs.

Effects of the Company’s consolidated financial statementsProposed Amendment

If the Proposed Capital Reduction Amendment is approved, the number of authorized shares of Common Stock will be 150,000,000. The total number of authorized shares of the Company will be 155,000,000, consisting of 150,000,000 authorized shares of Common Stock and 5,000,000 authorized shares of Preferred Stock (of which one share is currently outstanding). The Proposed Capital Reduction Amendment will not change the par value of the shares of the Common Stock, affect the number of shares of Common Stock outstanding or the rights or privileges of holders of shares of the Common Stock or have any effect on any outstanding securities, including outstanding equity awards, that are exercisable, convertible or exchangeable for shares of Common Stock.

Setting the authorized Common Stock at 150,000,000 shares could potentially adversely affect the Company. It could result in less latitude for the year ended March31, 2019.

The Audit Committee selectsBoard to issue shares of Common Stock in the Company’s independent registered public accounting firm and separately pre-approves all audit services to be provided by it to the Company. The Audit Committee also reviews and separately pre-approves all audit-related, tax and all other services rendered by our independent registered public accounting firm in accordance with the Audit Committee’s charter and policy on pre-approval of audit-related, tax and other services. In its review of these services and related fees and terms, the Audit Committee considers, among other things, the possible effect of the performance of such services on the independence of our independent registered public accounting firm. None of the services described above were approved pursuant to the de minimis exception provided in Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC.

The Audit Committee appointed RBSM to serve as the Company’s independent registered public accounting firm for the fiscal year ended March31, 2019.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Pursuant to its charter, the Audit Committee must review and approve, in advance, the scope and plans for the audits and the audit fees and approve in advance (or, where permitted under the rules and regulations of the SEC, subsequently) all non-audit services to be performed by the independent auditor that are not otherwise prohibited by law and any associated fees. The Audit Committee may delegate to one or more members of the committee the authority to pre-approve audit and permissible non-audit services, as long as this pre-approval is presented to the full committee at scheduled meetings. In accordance with the foregoing, the committee has delegated to the chair of the Audit Committee the authority to pre-approve services to be performed by our independent registered public accounting firm and associated fees, provided that the chair is required to report any decision to pre-approve such audit-related or non-audit services and fees to the full audit committee for ratification at its next regular meeting.

Vote Required

Approval of the ratification of the appointment of RBSM as the Company’s independent registered public accounting firm for the fiscal year ending March31, 2020, requires the affirmative vote of a majority of the votes cast at the Annual Meeting. If the appointment of RBSM is ratified, the Audit Committee, in its sole discretion, may change the appointment at any time during the year if it determines that such a changefuture, including when we determine doing so would be in the best interests of the Company and its stockholders, such as in connection with possible future financings, acquisitions, stock dividends and other corporate purposes. In the event the Board determines that it would be in the Company’s best interests to issue a number of shares of Common Stock in excess of the number of shares then authorized but unissued and unreserved, the Company may be required to seek stockholder approval to increase the number of authorized shares of Common Stock. If the stockholders do not approve such increase in a timely manner, or at all, the Company may be unable to take advantage of one or more opportunities that might otherwise be advantageous to the Company and its stockholders. Conversely, ifHowever, the Board believes that these risks are outweighed by the anticipated benefits, including addressing stockholder concerns over future dilution.

A form of the certificate of amendment to the Articles of Incorporation that would be filed with the Nevada Secretary of State to decrease the number of shares of Common Stock the Company is authorized to issue from 200,000,000 to 150,000,000 shares is set forth in Annex C (the “Certificate of Amendment”). If the stockholders failapprove the Proposed Capital Reduction Amendment, the Company intends to ratifyfile the appointment,Certificate of Amendment with the Audit CommitteeNevada Secretary of State as soon as practicable following the Special Meeting, and the Certificate of Amendment will reconsiderbe effective upon such filing.

Vote Required

Under Nevada law, the appointment.affirmative vote of the holders of a majority of the voting power is required to approve the Proposed Capital Reduction Amendment. Because pursuant to the Certificate of Designation, Series A-1 Preferred Stock has no right to vote on this Proposal 2, the affirmative vote of the holders of a majority of the Common Stock outstanding as of the Record Date will be required to approve this Proposal 2. An abstention with respect to this Proposal 2 will have the same effect as a vote “Against” the proposal.