PRELIMINARY PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.   )

Ecoark Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

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

PRELIMINARY PROXY STATEMENT

Ecoark Holdings, Inc.

303 Pearl Parkway Suite 200

San Antonio, TX 78215

(800) 762-7293

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS

To the stockholders of Ecoark Holdings, Inc.:

We are pleased to invite you to attend the 2020 Annuala Special Meeting of the Stockholders (the “Annual“Special Meeting”) of Ecoark Holdings, Inc., a Nevada corporation (“Ecoark” or the “Company”), which will be held at 1:00 p.m., Eastern Time, on March 17,October 6, 2021, virtually via live webcast at www.virtualshareholdermeeting.com/ZEST2021,ZEST2021SM, for the following purposes:

The Company’s Board of Directors (the “Board”) has fixed the close of business on January 22,August 16, 2021 as the date (the “Record Date”) for a determination of the stockholders entitled to notice of, and to vote at, the AnnualSpecial Meeting or any adjournment or postponement thereof.

Important notice regarding the availability of proxy materials for the AnnualSpecial Meeting to be held on

March 17,October 6, 2021:

The Notice and Proxy Statement are available at www.proxyvote.com.

This Notice of the 2020 AnnualSpecial Meeting and the accompanying proxy statement are first being mailed on or about February 3,August 24, 2021 to our stockholders of record entitled to vote at the AnnualSpecial Meeting.

The AnnualSpecial Meeting will be accessible through the Internet. You can attend our AnnualSpecial Meeting by visiting www.virtualshareholdermeeting.com/ZEST2021.ZEST2021SM. The AnnualSpecial Meeting will be conducted via live webcast. To be admitted to the AnnualSpecial Meeting, you must enter the control number found on your proxy card or voting instruction form you previously received. We have adopted a virtual format for our AnnualSpecial Meeting to protect the health and well-being of our employees, directors, and stockholders in light of the ongoing COVID-19 pandemic. Additionally, we believe that a virtual meeting allows us to make participation accessible for stockholders from any geographic location with Internet connectivity.

Whether or not you plan to attend the AnnualSpecial Meeting, it is important that you vote your shares. Regardless of the number of shares you own, please promptly vote your shares by telephone (before the AnnualSpecial Meeting) or Internet or, if you have received printed copies of the proxy materials, by marking, signing and dating the proxy card and returning it to the Company in the postage paid envelope provided.

PRELIMINARY PROXY STATEMENT

Table of Contents

PRELIMINARY PROXY STATEMENT

Ecoark Holdings, Inc.

303 Pearl Parkway Suite 200

San Antonio, TX 78215

(800) 762-7293

2020 ANNUALSPECIAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

This proxy statement (the “Proxy Statement”) is being sentmade available to the holders 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 the 2020 Annuala Special Meeting of Stockholders of the Company which will be held at 1:00 p.m., Eastern Time, on March 17,October 6, 2021 (the “Annual“Special Meeting”). The AnnualSpecial Meeting will be a virtual only meeting via live webcast over the Internet. You will be able to attend the AnnualSpecial Meeting, vote your shares and submit your questions during the AnnualSpecial Meeting by visiting www.virtualshareholdermeeting.com/ZEST2021.ZEST2021SM. There will not be a physical meeting location. The Noticenotice of the Annual Meeting and this Proxy Statement areInternet availability of proxy materials is first being mailed on or about February 3,August 24, 2021 to our stockholders of record entitled to vote at the AnnualSpecial Meeting.

What matters will be voted on at the AnnualSpecial Meeting?

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

PRELIMINARY PROXY STATEMENT

Who is entitled to vote at the AnnualSpecial Meeting?

The Board has fixed the close of business on January 22,August 16, 2021 as the record date (the “Record Date”) for a determination of the stockholders entitled to notice of, and to vote at, the AnnualSpecial Meeting.

As of the Record Date, the voting power of the Company consisted of 22,470,39926,349,099 shares of common stock, par value $0.001 per share (the “Common Stock”).

Each holder of record of Common Stock as of the Record Date is entitled to one vote for each share held. All stockholders are encouraged to vote at the AnnualSpecial Meeting, as further described herein.

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 AnnualSpecial Meeting and how do I attend?

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

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

Stockholders may vote electronically and submit questions online while attending the virtual AnnualSpecial 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 AnnualSpecial 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 AnnualSpecial Meeting, we must have a quorum. APursuant to our bylaws, as amended by the Board on August __, 2021, a quorum is present when the holders of a majorityat least one-third of the voting power, as of the Record Date, are represented in person or by proxy.

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 Annual 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.

Shares owned by the Company are not considered outstanding or considered to be present at the AnnualSpecial Meeting. Broker non-votes and abstentions are counted as present for the purpose of determining 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 AnnualSpecial Meeting or if we do not receive sufficient votes in favor of the proposals by the date of the AnnualSpecial Meeting, the persons named as proxies may propose one or more adjournments of the AnnualSpecial Meeting to permit solicitation of proxies.

Which proposals are considered “Routine” or “Non-Routine”?

ProposalProposals 1 is considered a non-routine proposal.and 4 are “routine” proposals. Proposals 2 and 3 are considered routine proposals.“non-routine.”

What is a “broker non-vote”?

If your shares are held in street name, you must instruct the organization which holds your shares how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any non-routine proposal. This vote is called a “broker non-vote.” Broker non-votes do not count as a vote “FOR” or “AGAINST” any of the proposals submitted to a vote at the AnnualSpecial Meeting.

If you are a stockholder of record, and you sign and return a proxy card without giving specific voting instructions, 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. If your shares are held in street name and you do not provide specific voting instructions to the organization that holds your shares, the organization may generally vote at its discretion on routine matters, but not on non-routine matters. If you sign your proxy 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 pass?

Election of Directors. In order to be elected toUnder Nevada law, the Board, each nominee must receive a pluralityaffirmative vote of the aggregate voting power of the shares present at the Annual Meeting in person or by proxy and entitled to vote on the election of directors. This means that the director nominees who receive the highest number of votes “FOR” their election are elected. You may vote “FOR” all nominees, withhold your votes as to all nominees, or withhold your votes as to specific nominees. Stockholders may only vote “FOR” or withhold their votes with respect to the election of the nominees to the Board.

Ratification of the Independent Registered Public Accounting Firm. The affirmative voteholders of a majority of the voting power is required to approve an amendment to the Articles of Incorporation to increase the authorized Common Stock (Proposal 1).

Under our bylaws, the votes cast on“FOR” must exceed the matter is requiredvotes cast “AGAINST” the increase in the number of shares of Common Stock authorized for issuance under the ratification2017 Plan (Proposal 2).

Under our bylaws, the votes cast “FOR” must exceed the votes cast “AGAINST” the exchange of stock options for restricted stock units (Proposal 3).

Under our bylaws, the votes cast “FOR” must exceed the votes cast “AGAINST” the adjournment of the selection of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2021.Special Meeting (Proposal 4).

Is broker discretionary voting allowed and what is the effect of broker non-votes?

What is the effect of abstentions?

What are the voting procedures?

You may vote in favor of each proposal or against each proposal, or in favor of some proposals and against others, or you may abstain from voting on any of these proposals. You should specify your respective choices on the accompanying proxy card or your voting instruction form.

Is my proxy revocable?

You may revoke your proxy and reclaim your right to vote up to and including the day of the AnnualSpecial 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.

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

All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid by the Company. In addition to the solicitation by mail, proxies may be solicited by the Company’s officers and regular employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the 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 assist in proxy solicitation for a fee of $15,000 and $5.50 for each telephone contact plus expenses.

Could other matters be decided at the AnnualSpecial 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 AnnualSpecial Meeting.

What is “householding” and how does it affect me?

Record holders who have the same address and last name will receive only one copy of their proxy materials, unless we are notified that one or more of these record holders wishes to continue receiving individual copies. This procedure will reduce the Company’s printing costs and postage fees. Stockholders who participate in householding will continue to receive separate proxy cards.

If you are eligible for householding, but you and 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 single copy of each 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 receive a separate copy of these proxy materials, or if you do not wish to continue to participate in householding and 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.

Do I have dissenters’ (appraisal) rights?

AppraisalDissenters’ or appraisal rights are not available to the Company’s stockholders with any of the proposals brought before the Annual Meeting.

Can a Stockholder Present a Proposal To Be Considered At the 2021 Annual Meeting?

If you wish to submit a proposal to be considered at the 2021 annual meeting of stockholders, the following is required: 

A nomination or other proposal will be disregarded if it does not comply with the above procedures. All proposals and nominations should be sent to our Corporate Secretary at Ecoark Holdings, Inc., 303 Pearl Parkway Suite 200, San Antonio, TX 78215, Attention: Corporate Secretary.

We reserve the right to amend our Bylaws and any change will apply to the 2021 Annual Meeting unless otherwise specified in the amendment.

Interest of Officers and Directors in Matters to Be Acted Upon

Except in the election to our Board of nominees set forth herein, none of the officers or directors have any interest in any of the matters to be acted upon at the AnnualSpecial Meeting.

The Board Recommends that THE STOCKholders Vote “FOR” Proposals 1, 2, and 3.3 AND 4.

PROPOSAL 1.

ELECTION APPROVAL OF DIRECTORS

Pursuant to the authority granted to our Board of Directors (the “Board”) under our Bylaws, the Board has fixed the number of directors constituting the entire Board at five. The Board currently consists of five directors.

Upon the recommendation of the Corporate Governance and Nominating Committee of the Board, our Board has nominated the five current directors named below to be elected as directors at the Annual Meeting, each to hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified. Although management does not anticipate that any nominee will be unable or unwilling to serve as a director, in the event of such an occurrence, proxies may be voted in the discretion of the persons named in the proxy for a substitute designated by the Board, unless the Board decides to reduce the number of directors constituting the Board.

The Board recommends a vote “For” the election of all of the director nominees.AN AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED COMMON STOCK

Nominees for Director

The following table sets forth information provided byBoard has approved, and is asking stockholders to approve a proposed amendment to the nomineesArticles of Incorporation of the Company (the “Articles Amendment”) to increase the number of shares of Common Stock the Company is authorized to issue from 30,000,000 to 40,000,000 shares (the “Authorized Capital Increase”).

Background and Reasons for the Authorized Capital Increase and the Articles Amendment

Under its Articles of Incorporation, as amended, the Company is currently authorized to issue up to 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock. As of the close of business on the Record Date, there were 26,349,099 shares of Common Stock issued and outstanding and 3,389,987 shares reserved for issuance pursuant to outstanding equity awards to employees and directors and outstanding warrants (excluding the Warrants and Placement Agent Warrants, as defined below), leaving a balance of 378,028 shares of Common Stock. As of the Record Date, there were no shares of preferred stock outstanding.

Additionally, as of the Record Date. AllDate, the Company had outstanding an additional 3,721,739 warrants, consisting of (i) warrants to purchase 3,478,261 shares of Common Stock (the “Warrants”) at an exercise price of $5.75 per share, and (ii) warrants (the “Placement Agent Warrants”) to purchase up to 243,478 shares of Common Stock at an exercise price of $7.1875 per share. The Warrants were issued pursuant to the Securities Purchase Agreement, dated August 4, 2021 (the “SPA”), by and among the Company and a number of institutional investors in connection with the previously disclosed registered direct offering of Common Stock and Warrants (the “Offering”). The Placement Agent Warrants were issued to the placement agent as additional compensation in connection with the Offering. The Warrants and the Placement Agent Warrants provide that they will become exercisable on the effective date of an increase in the number of shares of the nominees are currently serving as directorsCompany’s authorized Common Stock to 40,000,000, and under the SPA the Company has agreed to reserve a sufficient number of shares of Common Stock for issuance upon exercise of the Company. AllWarrants, following such increase.

If the Authorized Capital Increase is effected following the approval of the nomineesArticles Amendment by the stockholders at the Special Meeting and filing the Articles Amendment with the Secretary of State of Nevada, and an amendment to the 2017 Plan (Proposal 2) is also approved by the stockholders at the Special Meeting, we will have consented to serve if elected by our stockholders.a total of 40,000,000 authorized shares of Common Stock, with approximately 26,349,099 shares of Common Stock outstanding, and approximately 8,043,976 shares reserved for issuance, leaving a balance of 18,305,123 shares of common stock authorized and not reserved for any specific purpose.

Effects of the Proposed Articles Amendment

If the Articles Amendment is approved, the number of authorized shares of Common Stock will be 40,000,000. The total number of authorized shares of the Company will be 45,000,000, consisting of 40,000,000 authorized shares of Common Stock and 5,000,000 authorized shares of preferred stock. The Articles 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, except that when the Warrants and Placement Agent Warrants are exercised the existing stockholders will experience dilution.

A form of the Articles Amendment that would be filed with the Nevada Secretary of State to effect the Authorized Capital Increase is set forth in Annex A. If the stockholders approve the Articles Amendment, the Company intends to file it with the Nevada Secretary of State as soon as practicable following the Special Meeting, and the Articles Amendment will be effective upon such filing.

There are no family relationships among our directors and executive officers except that Mr. Metzger is Mr. Hoagland’s stepfather-in-law.

Director Nominees BiographiesPotential Adverse Effects of the Amendment

Randy S. May. Mr. MayOther than discussed above in this Proposal 1, the Company currently has served as Chairmanno plans to issue any additional shares of Common Stock following the filing and effectiveness of the Board since April 11, 2016 and served as Chief Executive OfficerArticles Amendment. The Authorized Capital Increase alone will not have any immediate dilutive effect on the proportionate voting power or other rights of the Company from April 13, 2016 through March 28, 2017, and then again from September 21, 2017, to the present. He previously served as ChairmanCompany’s existing stockholders. However, any issuance of Common Stock upon exercise of the Board of DirectorsWarrants and as Chief Executive Officer of Ecoark, Inc. from its incorporation until its reverse acquisition with Magnolia Solar Corporation in March 2016. Mr. May is a 25-year retail and supply-chain veteran with experience in marketing, operational and executive roles. Prior to joining the Company, Mr. May held a number of roles with Wal-Mart Stores, Inc. (“Walmart”). 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. 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 since May 2016. Mr. Cahill is currently Chief of Staff and Special Counsel to the Archbishop of New York, which position he has held since April of 2019. Previously he was Senior CounselPlacement Agent Warrants or otherwise at the law firm of Norton Rose Fulbright (formerly Chadbourne & Parke LLP) and had 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. Mr. Cahill’s extensive experience in government and in business, his legal experience and 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 became a memberdirection of the Board in January 2017. He has also served as the Chief Executive Officer and Presidentfuture, generally without obtaining stockholder approval (unless specifically required by applicable law or the listing rules of Ecoark’s subsidiary, Zest Labs, Inc., since 2009, and he was appointed PresidentThe Nasdaq Stock Market LLC (the “Nasdaq Listing Rules”)) may, among other things, result in dilution to our stockholders at the time such additional shares are issued.

Additionally, an increase in the number of authorized shares of Common Stock may make it more difficult to, or discourage an attempt to, obtain control of the Company on September 25, 2017. Mr. Mehring brings extensive experienceby means of a takeover bid that is not in engineering, operationsthe Board’s determination in the best interest of the Company and general managementits stockholders. However, the Board does not deem the proposed Authorized Capital Increase pursuant to the Articles Amendment as an anti-takeover measure and is not aware of any attempt or plan by a third party to obtain control of the Company.

Effect of Failure to Obtain Stockholder Approval

If the stockholders do not approve this Proposal 1 at emerging companiesthe Special Meeting or adjournment or postponement thereof, we will be required to seek approval at another special meeting every 45 days. If we fail to obtain stockholder approval of the Authorized Capital Increase and large enterprises. As Chief Executive Officerthe Articles Amendment we would not be able to comply with our obligations under the SPA, the Warrants and the Placement Agent Warrants and could potentially face legal action for breach of Zest Labs, Inc., he has ledcontract. Additionally, we would not be able to receive the proceeds from the exercise of the Warrants and the Placement Agent Warrants.

Failure to obtain stockholder approval of this Proposal 1 will also significantly limit the Company’s effortsflexibility in pioneering on-demand data visibilityraising additional capital in the future.

Interest of Officers and condition monitoring solutionsDirectors in Proposal 1

None of the officers or directors of the Company have any interest in this Proposal 1, except that officers and directors have in the past received, non-employee directors will, and the other officers and directors may, in the future receive equity awards as compensation for their services, and Peter Mehring will receive 63,998 restricted stock units if this Proposal 1 and Proposal 2 are approved.

Vote Required

The affirmative vote of the fresh produce market. Priorholders of a majority of the voting power is required to joining Zest Labs, Inc., from 2004approve the Authorized Capital Increase and the Articles Amendment. An abstention with respect to 2006, Mr. Mehring wasthis Proposal 1 will have 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 amongsame effect as a vote “Against” the many qualifications that have led to the conclusion that Mr. Mehring is qualified to serve on the Board.proposal.

Gary M. Metzger.THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THIS PROPOSAL 1. Mr. Metzger has been serving on the Board since March 24, 2016 and served on the Board of Directors of Ecoark, Inc. from 2013 until its reverse merger with Magnolia Solar Corporation in March 2016. Mr. Metzger has 40 years of product development, strategic planning, management, business development and operational expertise. He served as an executive at Amco International, Inc. and Amco Plastics Materials, Inc. (“Amco”), 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 also a co-owner of Amco. 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. The Company believes that Mr. Metzger’s leadership and knowledge of manufacturing companies, product development, strategic planning, management and business development are an asset to the Board. 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 been serving on the Board since April 2017. Since 2015, Mr. Nelson has been a lecturer for the Department of Accounting at the University of Central Arkansas. From 1988 to 2015 Mr. Nelson served as Vice-President, Controller of Dillard’s, Inc., where he was responsible for administering financial accounting and reporting. Prior to that, in 1980 Mr. Nelson served 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 is licensed 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 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.

EXECUTIVE OFFICERS

Set forth below is biographical information with respect to each current executive officer of the Company. Mr. May and Mr. Mehring also serve as directors of the Company. Officers are elected by the Board to hold office until their successors are elected and qualified.

Randy S. May. See “Nominees for Directors” above for Mr. May’s biographical information.

Peter Mehring. See “Nominees for Directors” above for Mr. Mehring’s biographical information.

William B. Hoagland. Mr. Hoagland is Chief 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 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. Mr. Hoagland holds the Chartered Financial Analyst designation and is a Level III candidate in the Chartered Market Technician Program.

Jimmy R. Galla Mr. Galla has served as our Chief Accounting Officer since October 22, 2020. He had previously served as the Company’s Director of Financial Reporting since July 20, 2020, and prior to that he served as an accounting consultant to the Company from JanuaryPROPOSAL 2. APPROVAL OF AN AMENDMENT TO THE 2017 to March 2020. From October 2017 to July 2020, Mr. Galla served as VP, Financial Accounting Lead Analyst, Deputy Controller Department of Citibank, Inc. Prior to that he worked at Walmart Stores, Inc., holding the position of Senior Manager, Finance Planning, Real Estate Finance from August 2010 to December 2016.

Jay Puchir. Mr. Puchir has served as Treasurer of the Company since October 22, 2020. Mr. Puchir has also served as the Chief Executive Officer and President of Banner Midstream Corp. since its formation in April 2018.  Mr. Puchir served in various roles as an executive at the Company including Director of Finance from December 2016 to March 2017, Chief Executive Officer from March 2017 to October 2017, Chief Financial Officer from October 2017 to May 2018, and Chief Accounting Officer from March 2020 to October 2020.  Mr. Puchir started his career as an auditor at PricewaterhouseCoopers and a consultant at Ernst & Young, ultimately achieving the position of Senior Manager at Ernst & Young. Mr. Puchir held the role of Associate Chief Financial Officer with HCA Healthcare, and from February 2013 to February 2016 he served as the Director of Finance at The Citadel. He served as Chief Executive Officer of Banner Energy Services Corp. from November 2019 to August 2020 and as Chairman from February 2020 to August 2020. Mr. Puchir is a licensed Certified Public Accountant.

Family Relationships

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

CORPORATE GOVERNANCE

Board Committees and Charters

The Board and its committees meet and act by written consent from time to time as appropriate. The Board has formed the following standing committees: (i) the Audit Committee, (ii) the Compensation Committee, and (iii) the Corporate Governance and Nominating Committee (the “Nominating Committee”). These Committees regularly report on their activities and actions to the Board.

Each of our Audit, Compensation, and Corporate Governance and Nominating Committees has a written charter. Each of these committee charters is available through the “Investor Relations” section on our website, which can be found at www.ecoarkusa.com. The information on, or that can be accessed through, our website is not incorporated into this Proxy Statement.

The following table identifies the independent and non-independent Board nominees and Committee members:

All of the directors attended over 75% of the applicable Board and Committee meetings held during the fiscal year ended March 31, 2020 (the “2020 Fiscal Year”).

Board and Committee Meetings

Our Board held four meetings during the 2020 Fiscal Year. We have no formal policy regarding attendance by directors or officers at our stockholder meetings. Mr. May attended our 2019 annual stockholders’ meeting on behalf of the Board and management.

During the 2020 Fiscal Year, our Audit Committee held seven meetings, the Compensation Committee held four meetings, and the Corporate Governance and Nominating Committee three meetings.

Director Independence

Our Board, in the exercise of its reasonable business judgment, has determined that each of the Company’s three non-employee directors qualifies as an independent director pursuant to Rule 5605(a)(2) of Nasdaq Listing Rules and applicable SEC rules and regulations.

Our Board has also determined that Messrs. John P. Cahill, Gary M. Metzger and Steven K. Nelson meet the independence requirements under Rule 5605(c)(2) of the Nasdaq Listing Rules and the heightened independence requirements for Audit Committee members under Rule 10A-3 of the Securities Exchange Act of 1934. Also, our Board has determined that Messrs. John P. Cahill, Gary M. Metzger and Steven K. Nelson are independent under Rule 5605(a) of the Nasdaq Listing Rules independence standards for Compensation Committee members.

Committees of the Board of Directors

Audit Committee

Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board and administers our engagement of the independent registered public accounting firm. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examinations, the evaluations of our internal controls, and the overall quality of our financial reporting.

The Audit Committee operates under a written charter, a copy of the audit committee charter is available on our website at https://www.ecoarkusa.com/downloads/Audit-Commitee.pdf.

Audit Committee Financial ExpertOMNIBUS INCENTIVE PLAN

Our Board has determined that Mr. Steven K. Nelsonapproved and is qualified asasking the stockholders to approve an Audit Committee Financial Expert, as that term is definedincrease in the number of shares of Common Stock authorized for issuance under the rules of the SEC and in compliance with the Sarbanes-Oxley Act of 2002.

Corporate Governance and Nominating Committee (“Nominating Committee”)

The responsibilities of the Nominating Committee include the identification of individuals qualified2017 Plan from 800,000 to become Board members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of the Board, establishing procedures for the nomination process including procedures, oversight of possible conflicts of interests involving the Board and its members, developing corporate governance principles, and the oversight of the evaluations of the Board and management. The Nominating Committee has not established a policy with regard to the consideration of any candidates recommended by stockholders. If we receive any stockholder recommended nominations, the Nominating Committee will carefully review the recommendation(s) and consider such recommendation(s) in good faith.

Compensation Committee

The function of the Compensation Committee is to determine the compensation of our executive officers and other compensation matters, including the periodic review of the compensation strategy of the Company in consultation with the chief executive officer and its effect on the achievement of Company goals. Additionally, the Compensation Committee is responsible for administering the Company’s executive and equity compensation plans, including the 2013 Incentive Stock Option Plan and the 2017 Omnibus Stock Plan, and such other compensation and benefit plans as it deems appropriate, subject to the Board’s authority to also appoint other committees to administer awards made to non-executive officers.

Board Diversity

While we do not have a formal policy on diversity, our Board and Nominating Committee consider diversity to include the skill set, background, reputation, type and length of business experience of our board members as well as a particular nominee’s contribution to that mix. Although there are many other factors, our Board seeks individuals with experience in the oil and gas industry, legal and accounting skills and board experience.

Board Leadership Structure

Our Board has determined that its current structure, with a combined Chairman and Chief Executive Officer roles, is in the best interests of the Company and its stockholders at this time. A number of factors support the leadership structure chosen by the Board, including, among others:

Our Bylaws provide that the Chairman of the Board may be elected by 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.

Our Corporate Governance Guidelines1,300,000 shares (the “Guidelines”“Plan Amendment”) 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. Steven K. Nelson currently serves as the Lead Director. The Lead Director serves as the Company’s lead independent director.

Board Risk Oversight

Our risk management function is overseen by our Board. Our management keeps its Board apprised of material risks and provides its directors access to all information necessary for them to understand and evaluate how these risks interrelate, how they affect us, and how management addresses those risks. Mr. Randy S. May, as our Chief Executive Officer and Chairman of the Board, works closely with the Board once material risks are identified on how to best address such risks. If the identified risk poses an actual or potential conflict with management, our independent directors may conduct the assessment..

The Board actively interfaces with managementoriginally adopted the 2017 Plan in 2017 and the stockholders approved the 2017 Plan on seeking solutionsJune 13, 2017. The 2017 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units, stock appreciation rights (“SARs”), and performance shares or units and other awards. Awards may be granted under the 2017 Plan to any perceived risk.our employees, directors and consultants.

Overview and Purpose of the Stockholder CommunicationsApproval

Although we do not haveIn order to allow the Company to responsibly address its future equity compensation needs, the Company is requesting that the stockholders approve the Plan Amendment, which will authorize an additional 500,000 shares for issuance under the 2017 Plan, thus increasing the total number of shares authorized for issuance under the 2017 Plan to 1,300,000 shares. Having a formal policy regarding communications withsufficient number of shares under the 2017 Plan is critical to our Board, stockholders may communicate with the Board by writingability to the Corporate Secretary of Ecoark Holdings, Inc. at 303 Pearl Parkway Suite 200, San Antonio, TX 78215. Stockholders who would like their submission directedcontinue to a particular memberattract, retain, engage and focus highly motivated and qualified employees and directors. A copy of the Board may so specify, and the communication will be forwarded, as appropriate.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who beneficially own more than 10% of our Common StockPlan Amendment is attached to file initial reports of ownership and changes in ownership of our Common Stock and other equity securities with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of the forms furnished to us, and written representations from reporting persons, we believe that all filing requirements applicable to our officers, directors and 10% beneficial owners were complied with during our fiscal year ended March 31, 2020, except one Form 3 for Jay Puchir, our Treasurer, in March 2020, and one Form 4 for Randy May, our Chief Executive Officer and Chairman, in December 2019, were not filed; and one Form 3 for William B. Hoagland, our Chief Financial Officer, in May 2019, one Form 4 for Peter Mehring, President and director, in September 2019, and three Form 4s for each of John P. Cahill, Gary M. Metzger and Steven K. Nelson, directors, in June, September and December 2019, were not timely filed.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Set forth below is the description of transactions since April 1, 2018, to which the Company has been a party, in which the amount involved exceeded $120,000, and in which any of our directors, executive officers, beneficial owners of 5% or more of our Common Stock and certain other related persons had a direct or indirect material interest, other than compensation arrangements described in this Proxy Statement under “Executive Compensation” Or “Director Compensation.” Unless otherwise indicated, share amounts and stock prices have been adjusted to give effect to the 1-for-5 reverse stock split effective December 17, 2020.

On December 28, 2018, the Company entered into a loan and security agreement (the “Trend Loan Facility”) with Trend Discovery SPV I, LLC, a Delaware limited liability company (“Trend”), wherein Trend agreed to make one or more loans to the Company, and the Company was required to pay interest biannually on the outstanding principal amount of each such loan, calculated at an annual rate of 12%. On March 31, 2020, the Company converted all $2,525,000 of principal and $290,000 of accrued interest under the Trend Loan Facility and issued approximately 3,855,000 shares of its Common Stock. As a result of the conversion, there are no amounts outstanding as of March 31, 2020. William B. Hoagland, the Company’s Chief Financial Officer, managed and was an indirect equity owner of Trend through Trend Holdings (described below)Annex B.

On May 31, 2019 the Company entered into an AgreementInterest of Officers and Plan of Merger with Trend Discovery Holdings Inc., a Delaware corporation (“Trend Holdings”) pursuantDirectors in Matters to which the Company acquired 100% of Trend Holdings in a merger with the Company as the surviving entity. Pursuant to the merger, the 1,000 issued and outstanding shares of common stock of Trend Holdings were converted into 5,500,000 sharesBe Acted Upon

None of the Company’s Common Stock (on a pre-reverse stock split basis) with an approximate dollar value of $16,775,000 based on the closing price per share of Common Stock of $3.05 on the closing date of the merger. William B. Hoagland, the Company’s Chief Financial Officer, was President and a principal stockholder of Trend Holdings and received 2,750,000 shares of Common Stock (on a pre-reverse stock split basis), having a total value of $8,387,500, pursuant to the merger.

On October 3, 2019, the Company granted 200,000 stock options having an exercise price of $2.50 per share to Peter Mehring, President and a directorofficers or directors of the Company have any interest in this Proposal 2, except that officers and President and Chief Executive Officer of Zest Labs, Inc.

On December 31, 2019,directors have in the Company granted Randy S. May, its Chief Executive Officer and Chairman, 50,000 stock options having an exercise price of $4.55 per share.

Gary Metzger advanced approximately $328,000 to the Company through March 31, 2020, under the terms of a note payable that bears 10% simple interest per annum,past received, non-employee directors will, and the principal balance along with accrued interest was payable July 30, 2020 or upon demand. Interest expense on the note for the year ended March 31, 2020 was approximately $27,000. In addition, the Company assumed approximately $250,000 in notes entered into in March 2020 via the acquisition of Banner Midstream Corp. (“Banner Midstream”) from Mr. Metzger at 15% interest. Mr. Metzger has waived any default provisionsother officers and directors may, in the note and will accept a repayment of all outstanding principal and interest when the Company elects to make payment.

On March 27, 2020, the Company issued 1,789,041 shares of Common Stock to Banner Energy Services, Inc. (“Banner Energy”) and assumed approximately $11,774,000 in debt and lease liabilities of Banner Midstream. The Company’s Chief Executive Officer and another director, John Cahill, recused themselves from all board discussions on the acquisition of Banner Midstream as they were stockholders and/or noteholders of Banner Midstream. The transaction was approved by all of the disinterested members of the Board of Directors of the Company. The Chairman and CEO of Banner Energy is the Treasurer of the Company and Chief Executive Officer and President of Banner Midstream. Included in the shares issued in this transaction, John Cahill received 164,384 shares of Common Stock and Jay Puchir received 547,945 shares of Common Stock. At the time of this transaction, Mr. Cahill and his brother were also members of Shamrock Upstream Energy LLC, a subsidiary of Banner Midstream.

In the Banner Midstream acquisition, Randy S. May, Chief Executive Officer and Chairman, was the holder of approximately $1,242,000 in notes payable by Banner Midstream and its subsidiaries, which were assumed by the Company in the transaction. Additionally, Mr. May held a note payable by Banner Energy in the amount of $2,000,000 in principal and accrued interest, which was converted into 2,739,726 shares of Common Stock (on a pre-reverse stock split basis) as a result of the transaction. Neither of these amounts remain outstanding.

Prior to serving as Chief Financial Officer, Jim Galla served as a consultant to the Company from January 2017 to July 2020. He was paid a total of $145,334 in cash compensation during this time period.

Jay Puchir, the Company’s Treasurer, served as a consultant from May 2018 to December 2018 and was paid a total of $30,000 in cash compensation. Mr. Puchir also served as a consultant from May 2019 to March 2020 and was paid solely in stock options totaling 200,000 stock options at an exercise price of $0.63 per share.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides information regarding the compensation of our named executive officers during the fiscal years ended March 31, 2020 and 2019.

Named Executive Officer Employment Agreements

Peter Mehring

The Employment Agreement with Mr. Mehring effective August 15, 2013, as amended, provides that he willfuture receive an annual base salary of $200,000 and is eligible to participate in regular health insurance, bonus, and other employee benefit plans established by Ecoark.

Randy S. May

The Employment Agreement with Mr. May effective October 1, 2017 provides that he will serve as Chief Executive Officer of the Company for an undefined term and will receive an annual salary of $200,000. Effective June 29, 2020, Mr. May’s salary was increased to $400,000.

William B. Hoagland

The Employment Agreement with Mr. Hoagland effective May 15, 2019 provides that he will serve as Chief Financial Officer of the Company and will receive an annual salary of $180,000. Effective September 18, 2020, Mr. Hoagland’s annual salary was increased to $270,000.

Outstanding Equity Awards at March 31, 2020

The following table presents information concerning equity awards held by our Named Executive Officers as of March 31, 2020:

DIRECTOR COMPENSATION

2020 Director Compensation Table

Directors may receive compensation for their services under the 2017 Plan, and reimbursement for their expenses as shall be determined from time to time by resolution of the Board. Beginning with the quarter ended June 30, 2018, directorsPeter Mehring will receive each quarter63,998 restricted stock units under the 2017 Plan. See “Proposal 3. Approval of Issuance of Restricted Stock Units in Exchange for Cancellation of Stock Options” for further information. The increase in available shares permitted the Company to raise a stock option with a Black-Scholes valuematerial amount of $25,000. Additional options are granted for placement and attendance at committee meetings. Options will be granted with an exercise price equal toadditional gross proceeds from the fair market value of Ecoark’s Common Stock.registered direct offering completed on August 6, 2021, enhancing the Company’s working capital position.

Vote Required

The following table sets forth the compensation earned to our non-employee directors for service during the fiscal year ended March 31, 2020.

PROPOSAL 2.

RATIFICATION OF THE SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING MARCH 31, 2021

Our Audit Committee has selected RBSM LLP (“RBSM”) as our independent registered public accounting firm for the fiscal year ending March 31, 2021 and our Board recommends that stockholdersaffirmative vote for the ratification of such selection. RBSM has been engaged as our independent registered public accounting firm since 2019.

Selectiona majority of the Company’s independent registered public accounting firmvotes cast for or against this Proposal 2 is not required to approve the Plan Amendment. Abstentions will not be submitted to a voteconsidered as votes cast under the Company’s bylaws, and accordingly will have no effect on the outcome of the stockholders of the Company for ratification. However, the Company is submitting this matter to the stockholders as a matter of good corporate governance. Even if the selection is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time if they determine that such a change would be in the best interests of the Company and its stockholders. If the selection is not ratified, the Audit Committee will consider its options.

A representative of the RBSM is not expected to be present at the Annual Meeting.Proposal 2.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THIS PROPOSAL 2.

AUDIT COMMITTEE REPORTSummarized below are the principal features of the 2017 Plan. The below summary is qualified in its entirety by reference to the full text of the 2017 Plan.

Background

The Audit Committee reviewsobjectives of the 2017 Plan are to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s financial reporting process on behalfgoals and align the personal interests of participants with those of the Company’s stockholders.

Administration and Eligibility

The 2017 Plan is administered by the Compensation Committee of the Board or such other committee as the Board may select (the “Committee”).

Awards that may be granted under the 2017 Plan include restricted stock, restricted stock units, options, performance shares, performance units, SARs, and administers our engagementthe persons eligible to participate in the 2017 Plan include employees, officers, directors, and consultants.

Pursuant to the 2017 Plan, the Committee has the authority, in its sole discretion, subject to certain limitations, to identify the individuals entitled to receive awards, determine the size and type of individual awards, and determine the terms of the independent registered public accounting firm.awards in a manner consistent with the 2017 Plan. As of the Record Date, we had 44 employees, five directors (two of whom are employees) and four consultants who are eligible to receive awards under the 2017 Plan. On August 16, 2021, the last reported sale price of our Common Stock on The AuditNasdaq Capital Market was $4.43 per share.

Limitation on Awards

Pursuant to the 2017 Plan, the number of shares subject to restricted stock awards, restricted stock units, options, SARs and performance shares, that can be granted to any one participant in any one fiscal year may not exceed 80,000 shares, and the aggregate compensation that can be paid pursuant to performance units or other awards granted to any one participant in any one fiscal year may not exceed $1,000,000 or a number of shares having an aggregate fair market value of $1,000,000.

Restricted Stock Awards

A restricted stock award gives the recipient a stock award subject to restriction on sale. The Committee operates in accordance with a written charter,determines the terms and conditions of restricted stock awards, including the number of shares of restricted stock granted, and conditions for vesting that must be satisfied, which was adoptedmay be based principally or solely on continued provision of services. Unless otherwise determined by the Board,Committee and/or provided in the award agreement, the holder of a copyrestricted stock award generally will have the rights of which is availablea stockholder from the date of grant of the award, including the right to vote the shares of Common Stock and the right to receive cash dividends and share and property distributions on our corporate website at www.ecoarkusa.com/downloads/Audit-Commitee.pdf. The Audit Committee’s function is more fully described in its charter. The Audit Committee consists of Steven K. Nelson, Chairman, John P. Cahill and Gary Metzger.the shares.

Our management is responsible for preparing our financial statements and ensuring they are complete and accurate and prepared in accordance with generally accepted accounting principles (“GAAP”). The independent registered public accounting firm is responsible for performing an independent auditRestricted Stock Units

A restricted stock unit gives a recipient the right to receive a number of shares of our consolidated financial statements and expressing an opinionCommon Stock on the conformityapplicable vesting or other dates. Delivery of those financial statementsthe shares of Common Stock may be deferred beyond vesting as determined by the Committee. The Committee determines the terms and conditions of restricted stock units, including the number of units granted, and conditions for vesting that must be satisfied, which may be based principally or solely on continued provision of services. The holder of a restricted stock unit award will not have voting rights with GAAP.respect to the award and possess no incidents of ownership with respect to the underlying Common Stock.

Stock Options

The Audit Committee has:may grant either incentive stock options within the meaning of Section 422(b) of the Internal Revenue Code (the “Code”), or non-qualified stock options. A stock option entitles the recipient to purchase a specified number of shares of Common Stock at a fixed price subject to terms and conditions set by the Committee, including conditions for exercise that must be satisfied, which typically are based solely on continued employment or service. The purchase price of shares of Common Stock covered by a stock option cannot be less than 100% of the fair market value of the Common Stock on the date of the grant. Additionally, the 2017 Plan provides that no incentive stock options granted to a participant who, at the time of the grant, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any subsidiary shall have an exercise price that is less than 110% of the fair market value of Common Stock on the date of the grant. Fair market value of the Common Stock is generally equal to the closing price for the Common Stock on the trading date the option is granted.

The option exercise price may be paid in cash or its equivalent, by tendering shares of Common Stock or directing the Company to withhold shares having an aggregate fair market value at the time of exercise equal to the exercise price, by broker-assisted cashless exercise, or in any other manner then permitted by the Committee, or by a combination of any of the permitted methods.

Performance Awards

The 2017 Plan provides for performance based awards, in the form of either performance shares or performance units, which are earned upon achievement of objective performance targets relative to certain performance measures. The terms and conditions of any performance-based awards granted under the 2017 Plan are set forth in award agreements which contain provisions determined by the Committee and cannot be inconsistent with the 2017 Plan. The performance criteria to be achieved during any performance period and the length of the performance period is determined by the Committee.

SARs

An SAR entitles the holder to receive, as designated by the Committee, cash or shares of Common Stock, having a value equal to the excess of the fair market value of a specified number of shares of Common Stock at the time of exercise over the exercise price established by the Committee. Pursuant to the 2017 Plan, the Committee may grant freestanding SARs, tandem SARs, or any combination of these forms of SAR.

The grant price of each SAR granted under the 2017 Plan is established by the Committee at the time the SAR is granted, provided such price shall not be less than, in case of freestanding SARs, 100% of the fair market value of Common Stock on the grant date, and the exercise price of the related option in case of tandem SARs. Shares of Common Stock delivered pursuant to the exercise of a SAR shall be subject to such conditions, restrictions and contingencies as the Committee may establish in the applicable award agreement.

Term, Termination and Amendment

No award may be granted under the 2017 Plan after June 12, 2027, the day immediately preceding the 10th anniversary of the effective date of the 2017 Plan, or such earlier date as the Board shall determine. The 2017 Plan will remain in effect with respect to outstanding awards until no awards remain outstanding. The Board may at any time, and from time to time, amend, suspend or terminate the 2017 Plan. However, no amendment shall be effected unless approved by the stockholders of the Company to the extent that stockholder approval is necessary to satisfy applicable law or the rules of The Nasdaq Stock Market LLC, which is the securities exchange on which our Common Stock is listed, or in general with respect to an increase in the shares authorized under the 2017 Plan. No award may be granted under the 2017 Plan once it is terminated. Termination of the 2017 Plan shall not impair rights or obligations under any award granted while the 2017 Plan is in effect, except with the written consent of the grantee. Further, no such amendment may adversely affect the rights of recipients of outstanding awards under the 2017 Plan without such recipient’s consent.

The Committee may at any time, and from time to time, amend the terms of any one or more awards; provided, that the rights of the grantee under the award shall not be impaired by any such amendment, except with the consent of the grantee.

Forfeiture

The Committee may condition the grant, vesting, exercisability and other terms of the awards granted under the 2017 Plan on compliance by the participant with specified conditions relating to non-competition, confidentiality of information relating to or possessed by the Company, non-solicitation of customers, suppliers, and employees of the Company, cooperation in litigation, non-disparagement of the Company and its officers, directors and affiliates, and other restrictions upon or covenants of the participant, including during specified periods following termination of employment with or service for the Company and/or a subsidiary. All vested or unvested awards may be forfeited in the event that the recipient does not comply with such conditions.

Adjustments upon Changes in Capitalization

In the event of any equity restructuring, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, the Committee shall make an equitable adjustment (i) in the number and kind of shares authorized for issuance under the 2017 Plan, (ii) in the individual limitations, and (iii) in the number and kind of shares subject to outstanding awards, the exercise price, grant price or other price of shares subject to outstanding awards, any performance conditions relating to shares, the market price of shares, or per-share results, and other terms and conditions of outstanding awards, to prevent dilution or enlargement of rights. In the event of any other change in corporate capitalization, such as a merger, consolidation or liquidation, the Committee may, in its sole discretion, make an equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights.

Federal Income Tax Consequences

The following is a brief summary of the principal U.S. federal income tax consequences with respect to awards granted under the 2017 Plan.

Restricted Stock Awards

The recipient of a restricted stock award does not have taxable income upon receipt of the award. When the restricted stock award is vested, the recipient will recognize ordinary income in an amount equal to the difference of the fair market value of the shares on the date of vesting and the amount paid for such restricted stock, if any.

Upon the vesting of a restricted stock award, the Company will be entitled to a corresponding income tax deduction in the tax year in which the restricted stock award vested.

The recipient may, however, elect under Section 83(b) of the Code to include as ordinary income in the year the shares are granted an amount equal to the excess of (i) the fair market value of the shares on the date of issuance, over (ii) the purchase price, if any, paid for the shares. If the Section 83(b) election is made, the recipient will not realize any additional taxable income when the shares become vested.

Restricted Stock Units

A recipient will not recognize taxable income upon the grant of a restricted stock unit, and the Company will not be entitled to a deduction, until the underlying shares are issued to the recipient, generally at the end of the vesting period. At the time of transfer, the recipient will recognize ordinary income equal to the value of the shares of Common Stock and/or cash. The Company will be entitled to a deduction equal to the income recognized by the recipient. The subsequent disposition of shares acquired pursuant to a restricted stock unit award will result in capital gain or loss (based upon the difference between the price received upon disposition and the recipient’s basis in those shares).

Stock Options

The recipient does not recognize any taxable income as a result of a grant of a non-qualified stock option. Upon exercise of a non-qualified stock option, the recipient will recognize ordinary income in an amount equal to the difference between the fair market value of the shares on the date of exercise and the exercise price. When the shares are sold, any difference between the sale price and the fair market value of the shares on the date of exercise will generally be treated as long term or short term capital gain or loss, depending on whether the stock was held for more than one year. Upon the exercise of a non-qualified stock option, the Company will be entitled to a corresponding income tax deduction in the tax year in which the option was exercised.

Upon exercising an incentive stock option, the excess of the fair market value of the shares of Common Stock acquired over the option exercise price will be an item of tax preference to the participant, which may be subject to an alternative minimum tax for the year of exercise. If no disposition of the shares is made within two years from the date of the grant or within one year after the transfer of the shares to the participant, the participant does not realize taxable income as a result of exercising the incentive stock option; the tax basis of the shares received for capital gain treatment is the option exercise price; any gain or loss realized on the sale of the shares is long-term capital gain or loss. If the recipient disposes of the shares within the two-year or one-year periods referred to above, the recipient will realize ordinary income at that time in an amount equal to the excess of the fair market value of the shares at the time of exercise (or the net proceeds of disposition, if less) over the option exercise price. For capital gain treatment on such a disposition, the tax basis of the shares will be their fair market value at the time of exercise.

Performance Awards

A recipient will not recognize taxable income upon the grant of a performance award, and the Company will not be entitled to a deduction, until the award has vested and, in case of performance units, the underlying shares are issued or cash is delivered to the recipient. Upon vesting of the performance award, the recipient will recognize ordinary income equal to the value of the shares of Common Stock and/or cash. The Company will be entitled to a deduction equal to the income recognized by the recipient. The subsequent disposition of shares acquired pursuant to a performance award will result in capital gain or loss (based upon the difference between the price received upon disposition and the recipient’s basis in those shares).

SARs

A recipient does not recognize any taxable income upon the receipt of an SAR. Upon the exercise of an SAR, the recipient will recognize ordinary income in an amount equal to the excess of the fair market value of the underlying shares of Common Stock on the exercise date over the exercise price.

Upon the exercise of an SAR, the Company is entitled to a corresponding income tax deduction in the tax year in which the SAR is exercised.

Restrictions on Transfer

None of the awards granted under the 2017 Plan are transferable other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined in the Code; provided, that the Committee may in its discretion permit the transfer of an award to a recipient’s family members or to one or more trusts established for the benefit of such family members.

New Plan Benefits

Except as disclosed in the table and footnotes below, awards under the 2017 Plan, as amended, will be granted in such amounts and to such individuals entitled to participate in the 2017 Plan, as determined by the Committee in its sole discretion. Therefore, except as specified below, the benefits or amounts that will be received by employees, officers, directors and consultants under the 2017 Plan are currently not determinable.

This report is submitted by the Audit Committee:

Steven K. Nelson, Chairman

John P. Cahill

Gary Metzger

The above Audit Committee Report is not deemed to be “soliciting material,” is not “filed” with the SEC and is not to be incorporated by reference in any filings that the Company files with the SEC.

It is not the duty of the Audit Committee to determine that the Company’s financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles or to plan or conduct audits. Those are the responsibilities of management and the Company’s independent registered public accounting firm. In giving its recommendation to the Board, the Audit Committee has relied on: (1) management’s representations that such financial statements have been prepared with integrity and objectivity and in conformity with GAAP; and (2) the report of the Company’s independent registered public accounting firm with respect to such financial statements.

Audit Committee’s Pre-Approval Policy

The Audit Committee pre-approves all audit and permissible non-audit services on a case-by-case basis. In its review of non-audit services, the Audit Committee considers whether the engagement could compromise the independence of our independent registered public accounting firm, and whether for the reasons of efficiency or convenience it is in the Company’s best interest to engage our independent registered public accounting firm to perform the services. During the fiscal year ended March 31, 2020, all of the services provided and fees charged by our independent registered public accounting firm were approved by our Audit Committee in accordance with its pre-approval policy.

Principal Accountant Fees and Services

The following table shows the fees paid to RBSM for the fiscal years ended March 31, 2020 and 2019.

Equity Compensation Plan Information

The following chart reflects the number of securities granted under equity compensation plans approved and not approved by stockholders and the weighted average exercise price for such plans as of March 31, 2021.

PROPOSAL 3. APPROVAL OF ISSUANCE OF RESTRICTED STOCK UNITS TO

PRESIDENT AND DIRECTOR IN EXCHANGE FOR

CANCELLATION OF PREVIOUSLY ISSUED STOCK OPTIONS

We are asking the stockholders to ratify and approve the issuance of 272,254 restricted stock units and approve the issuance of an additional 63,996 restricted stock units to Peter Mehring, the President and director of the Company, under the 2017 Plan, in exchange for (the “Exchange”) the cancellation of 672,499 previously issued stock options (the “Options”).

Overview and Purpose of the Stockholder Approval

The Committee approved the Exchange on August 5, 2021. Of the cancelled Options, 218,999 Options were issued under the 2013 Plan, 50,000 Options were issued under the 2017 Plan, and 403,500 Options were non-plan awards. The Options were issued on October 13, 2017, had a term of 10 years and an exercise price of $13 per share. At the time of the cancellation, 100,875 Options remained unvested.

The Exchange may be deemed a material amendment to the 2013 Plan and the 2017 Plan under the Nasdaq Listing Rules and as such is required to be approved by the stockholders of the Company pursuant to Nasdaq Listing Rule 5635(c).

The 272,254 restricted stock units were granted pursuant to the Restricted Stock Unit Agreement attached as Annex C hereto.

Interest of Officers and Directors in Matters to Be Acted Upon

Peter Mehring, the President and director of the Company, agreed to cancel the Options and has received 272,254 restricted stock units and will receive an additional 63,996 restricted stock units in the Exchange.

Vote Required

The affirmative vote of a majority of the votes cast for or against this Proposal 3 is required to ratify and approve the Exchange. Abstentions will not be considered as votes cast under the Company’s bylaws, and accordingly will have no effect on the outcome of this Proposal 3.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THIS PROPOSAL 3.

Description of the Plans

Summarized below are the principal features of the 2013 Plan. For the description of the 2017, see “Proposal 2. Approval of an Amendment the 2017 Omnibus Incentive Plan – Description of the 2017 Plan.” The summary of the 2013 Plan and the 2017 Plan is qualified in its entirety by reference to the full text of the 2013 Plan and the 2017 Plan.

2013 Plan

The objectives of the 2013 Plan are to provide incentives in order to retain in the employ of and as directors, officers, consultants, advisors and employees to the Company persons of training, experience and ability, to attract new directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage the sense of proprietorship and to stimulate the active interest of such persons in the development and financial success of the Company.

There are 1,100,000 shares authorized for issuance under the 2013 Plan. Awards that may be granted under the 2013 Plan include restricted stock, restricted stock purchase offers, and stock options, including incentive stock options and non-qualified stock options. The directors, officers, employees or consultants to the Company are eligible to participate in the 2013 Plan.

The 2013 Plan is administered by the Committee or by the whole Board. Subject to the provisions of the 2013 Plan, the Board and/or the Committee have the authority to, among other things, grant, in its discretion, the awards to authorized participants, determine in good faith the fair market value of the stock underlying the awards, determine which eligible participants shall receive grants under the 2013 Plan and the number of shares, restrictions, terms and conditions of such grants, interpret the 2013 Plan, adopt, amend and rescind rules and regulations relating to its administration, of the 2013 Plan or any award thereunder, and with the consent of the participant, as appropriate, amend the terms of any outstanding award or amend the exercise date or dates thereof.

As of the Record Date, there were 731,176 stock options outstanding and 368,252 shares of Common Stock remained available for future grants under the 2013 Plan. The Company does not intend to issue any awards under the 2013 Plan in the future.

To the extent required by Item 10 of Schedule 14A under the Securities Exchange Act of 1934, the information set forth in “Proposal 2. Approval of an Amendment the 2017 Omnibus Incentive Plan” of this Proxy Statement is incorporated herein by reference.

PROPOSAL 4. ADJOURNMENT

General

The Company is asking stockholders to approve, if necessary, an adjournment of the AnnualSpecial Meeting to solicit additional proxies in favor of Proposals 1, 2 and 23 (the “Adjournment”). Any Adjournment of the AnnualSpecial Meeting for the purpose of soliciting additional proxies will allow the stockholders who have already sent in their proxies to revoke them at any time prior to the time that the proxies are used. While the Company expects that all other proposals before the Annual Meeting will be approved, it is including this Proposal 3 in order to give street name holders sufficient time to vote.

Vote Required

The affirmative vote of a majority of the votes cast for or against this Proposal 34 is required to approve the Adjournment. Abstentions will not be considered as votes cast under the Company’s Bylaws,bylaws, and accordingly will have no effect on the outcome of this Proposal 3.4.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THIS PROPOSAL 3.4.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the number of shares of the Company’s Common Stock beneficially owned as of the Record Date by (i) those persons known by the Company to be owners of more than 5% of our outstanding Common Stock,each class of its voting stock, (ii) each director, (iii) the Named Executive Officers (as such term is defined in Item 402(m)(2) of Regulation S-K under the Securities Exchange Act of 1934, as amended), and (iv) the Company’s executive officers and directors as a group. Unless otherwise specified in the notes to this table, the address for each person is: c/o Ecoark Holdings, Inc., 303 Pearl Parkway Suite 200, San Antonio, TX 78215, Attention: Corporate Secretary.

OTHER MATTERS

The Company has no knowledge of any other matters that may come before the AnnualSpecial Meeting and does not intend to present any other matters.

If you do not plan to attend the AnnualSpecial Meeting, in order that your shares may be represented and in order to assure the required quorum, please sign, date and return your proxy promptly. In the event you are able to attend the AnnualSpecial Meeting, at your request, the Company will cancel your previously submitted proxy.

Annex A

Annex B

Amendment to the

Ecoark Holdings, Inc. 2017 Omnibus Incentive Plan

Ecoark Holdings, Inc. amends its 2017 Omnibus Incentive Plan (the “Plan”) as follows:

Section 4.1 of the Plan shall be deleted and replaced by the following:

4.1 Number of Shares Available for Grants.

(a) Subject to adjustment as provided in Section 4.3 herein, the maximum number of Shares that may be delivered pursuant to Awards under the Plan shall be one million and three hundred thousand (1,300,000) Shares; provided that:

(i) Shares that are potentially deliverable under an Award granted under the Plan that is canceled, forfeited, settled in cash, expires or is otherwise terminated without delivery of such Shares shall not be counted as having been delivered under the Plan.

(ii) Shares that have been issued in connection with an Award of Restricted Stock that is canceled or forfeited prior to vesting or settled in cash, causing the Shares to be returned to the Company, shall not be counted as having been delivered under the Plan.

If Shares are returned to the Company in satisfaction of taxes relating to Restricted Stock, in connection with a cash out of Restricted Stock (but excluding upon forfeiture of Restricted Stock) or in connection with the tendering of Shares by a Participant in satisfaction of the Exercise Price or taxes relating to an Award, such issued Shares shall not become available again under the Plan. Each SAR issued under the Plan will be counted as one share issued under the Plan without regard to the number of Shares issued to the Participant upon exercise of such SAR.

Shares delivered pursuant to the Plan may be authorized but unissued Shares, treasury Shares or Shares purchased on the open market.

(b) Subject to adjustment as provided in Section 4.3 herein, one million and three hundred thousand (1,300,000) Shares may be delivered in connection with “full value Awards,” meaning Awards other than Options, SARs, or Other Awards for which the Participant pays the grant date intrinsic value.

(c) Notwithstanding the foregoing, for purposes of determining the number of Shares available for grant as Incentive Stock Options, only Shares that are subject to an Award that expires or is cancelled, forfeited or settled in cash shall be treated as not having been issued under the Plan.

Annex C

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (this “Agreement”), entered into as of August 5, 2021 (the “Grant Date”), sets forth the terms and conditions of an award (this “Award”) of restricted stock units (“RSUs”) granted by Ecoark Holdings, Inc., a Nevada corporation (the “Company”), to Peter Mehring (the “Recipient”).

1. Definition and Incorporation of Certain Terms. This Award is made pursuant to the Company's 2017 Omnibus Incentive Plan (the “Plan”) and the equity award granted hereunder shall be made from the pool of equity awards authorized under the Plan. The terms of the Plan are otherwise incorporated in this Agreement. Capitalized terms used in this Agreement that are not defined in this Agreement have the meanings as used or defined in the Plan. The Recipient hereby acknowledges receipt of the Plan.

2. Award. Effective as of the Grant Date, the Recipient was granted 272,252 RSUs. In addition, upon shareholder approval of an increase in the Plan (or a new Equity Incentive Plan), the Company shall grant the Recipient an additional 63,998 RSUs (“Additional RSUs”). These Additional RSUs will be subject to an agreement substantially similar to this Agreement. In consideration for the Award, the Recipient hereby cancels 672,499 stock options as evidenced by Exhibit A.

3. Vesting.

(a) The RSUs will vest in 12 equal quarterly increments with the first vesting date being November 4, 2021, as detailed on Schedule A. All RSUs shall immediately vest upon (i) the Recipient ceasing to be an employee, advisor, director or consultant for the Company, or (ii) upon the Company or its wholly-owned subsidiary, Zest Labs, Inc., a Delaware corporation (“ZEST”), incurring a Change of Control.

(b) Vested RSUs shall be paid out in the form of shares of the Company's Common Stock with delivery of the Common Stock occurring upon the vesting dates or if vesting occurs upon a Change of Control immediately prior to the occurrence of such Change of Control.

4. Rights. The Recipient will receive no benefit or adjustment to the RSUs with respect to any cash or stock dividend, or other distributions except as provided for in the Plan. Further, the Recipient will have no voting rights with respect to the RSUs until the shares of Common Stock are delivered.

5. Restriction on Transfer. The Recipient shall not sell, transfer, pledge, hypothecate or otherwise dispose of any RSUs prior to the applicable vesting date.

6. Reservation of Right to Terminate Relationship. Nothing contained in this Agreement shall restrict the right of the Company to terminate the relationship of the Recipient at any time, with or without cause.

7. Tax Payments. The Company shall pay the federal and state income taxes (the “Taxes”) of the Recipient, and the Recipient shall have the right in his sole discretion to direct the Company to pay such Taxes by withholding of a number of shares of Common Stock equal to the quotient of the Taxes divided by the Fair Market Value of the Common Stock as of the date of vesting.

8. 409A Compliance. The provisions of this Agreement and the issuance of the shares of Common Stock in respect of the RSUs is intended to comply with the short-term deferral exception as specified in Treas. Reg. § 1.409A-1(b)(4).

9. Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, as follows:

or to such other address as either of them, by notice to the other may designate from time to time.

10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

11. Attorney’s Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to a reasonable attorney's fee, costs and expenses

12. Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement, and such term or condition except to such extent or in such application, shall not be affected hereby and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent and in the broadest application permitted by law.

13. Entire Agreement. This Agreement represents the entire agreement and understanding between the parties and supersedes all prior negotiations, understandings, representations (if any), and agreements made by and between the parties. Each party specifically acknowledges, represents and warrants that they have not been induced to sign this Agreement.

14. Governing Law; Exclusive Jurisdiction. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of Nevada without regard to choice of law considerations. Any action arising out of or related to this Agreement shall only be brought in the state or federal courts located in Las Vegas, Nevada. The parties agree not to raise any objection to the venue including whether it is an inconvenient forum in the federal courts.

15. Headings. The headings in this Agreement are for the purpose of convenience only and are not intended to define or limit the construction of the provisions hereof

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PRELIMINARY PROXY STATEMENT

PRELIMINARY PROXY STATEMENT

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:

The Notice and Proxy Statement are available at www.proxyvote.com.