UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a partyParty other than the Registrant [  ]

Check the appropriate box:

NTN Buzztime, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box)

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

GENERAL ANNUALMEETING INFORMATION

General

NTN Buzztime, Inc. (“NTN Buzztime,” “we,” “us,” “our” or the “Company”) has prepared these materials for use at its 20172019 annual meeting of stockholders and any adjournment or postponement thereof (the “Annual Meeting”). The Annual Meeting will be a completely virtual meeting which will be conducted via live audio webcast. This will be our second year hosting a virtual meeting. We are excitedcontinue to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. As we have experienced, last year, hosting a virtual meeting enables increased stockholder attendance and participation from any location around the world.

The Annual Meeting is scheduled to begin at 9:00 a.m. Pacific Time, on June 8, 2017.7, 2019. As discussed in more detail below, you will be able to attend the Annual Meeting online and submit your questions during the meeting and vote during the meeting online by visiting www.virtualshareholdermeeting.com/NTN2017.NTN2019. You are invited to attend the Annual Meeting online to vote on the proposals described in this Proxy Statement.Statement during the meeting. However, you do not need to attend the Annual Meeting tomay vote your shares. Instead, you mayshares by simply followfollowing the instructions below to vote via the Internet, by telephone or by mail. Even if you intend to attend the Annual Meeting online, we encourage you to vote your shares in advance using one of the methods described in this Proxy Statement to ensure that your vote will be represented at the Annual Meeting.

The proxy materials were first sent or made available to stockholders on or about April 28, 2017. The Company is26, 2019. We are soliciting proxies pursuant to this Proxy Statement for use at the Annual Meeting. The mailing address of our principal executive offices has changed and is 2231 Rutherford Road,now 1800 Aston Avenue, Suite 200,100, Carlsbad, California 92008.

Notice of Internet Availability of Proxy Materials

In accordance with rules of the Securities and Exchange Commission (“SEC”), we use the Internet as the primary means of furnishing proxy materials to our stockholders. Accordingly, unless a stockholder previously elected to receive printed copies of theour proxy materials, a Notice of Internet Availability of Proxy Materials (the “Notice”(“Notice of Internet Availability”) has been sent to stockholders instead of mailing printed copies. The Notice of Internet Availability provides instructions on how to access theour proxy materials via the Internet and how to request a printed set of the proxy materials at no charge. In addition, stockholders can elect to receive future proxy materials electronically by email or in printed form by mail, and any such election will remain in effect until terminated by the stockholder. We encourage all stockholders to take advantage of the availability of theour proxy materials on the Internet to help reduce the cost and environmental impact of our annual meetings.

Attending and Participating in the Virtual Annual Meeting

Only stockholders of record at the close of business on April 11, 2017,10, 2019, the record date for the Annual Meeting, and those who hold a valid proxy on their behalf, will be entitled to attend and vote at the Annual Meeting. We expect the audio webcast of the Annual Meeting to begin promptly at 9:00 a.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Pacific Time and you shouldwe suggest checking-in at that time to allow reasonableample time for the check-in procedures. Please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone or similar companies.

Stockholders of Record. If your shares were registered directly in your name with our transfer agent at the close of business on the record date, you are considered, with respect to those shares, the “stockholder of record.” As the stockholder of record, you may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/NTN2017NTN2019 and using your 16-digit control number on your Notice of Internet Availability or your proxy card (if you received a printed copy of theour proxy materials) to enteraccess the meeting.

Beneficial Owners of Shares Held in Street Name. If your shares were held in an account at a brokerage firm, bank, dealer or other similar organization at the close of business on the record date, then you are a beneficial owner of shares held in “street name”name,” and the Notice of Internet Availability is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of the Annual Meeting. You are invited to attend the Annual Meeting.Meeting online. However, because you are not the stockholder of record, you may not vote your shares online at the Annual Meeting unless you request and obtain a validlegal proxy from your broker or other organization that holds your account. We suggest that you contact your broker or other organization for additional information.

Proposals You Are Asked to Vote on and the Board’s Voting Recommendations

The proposals you will be asked to vote on and the recommendations of our board of directors are:

Except for the proposals described above, our board of directors is not aware of any other matters tothat may be properly presented for a vote at the Annual Meeting. However, if a matter requiring a vote of our stockholders is properly presented for a vote during the Annual Meeting, the recommended vote of our board of directors will be communicated to stockholders present at the Annual Meeting at that time and the proxy holders intend to vote the shares represented by a proxy submitted by a stockholder in accordance with the recommendation of our board of directors.

Reverse/Forward Split of our Common Stock

At our 2016 annual meeting of stockholders, our stockholders approved an amendment to our restated certificate of incorporation to give effect to, first, a reverse split of our outstanding common stock at an exchange ratio of 1-for-100 and, then, immediately following such reverse split, a forward split of our outstanding common stock at a ratio that is not less than 2-for-1 nor greater than 4-for-1, with the final ratio to be selected by our board of directors in its sole discretion. Our board of directors set the final ratio of the forward split at 2-for-1. We refer to the reverse split and to the forward split, together, as the “reverse/forward split.”

The effective date of the reverse/forward split was June 16, 2016. As of immediately prior to the reverse/forward split, we had 92,439,174 of common stock outstanding, and subsequent to the reverse/forward split, we had 1,848,597 shares of common stock outstanding. All amounts reported in this proxy statement have been proportionately adjusted as a result of the reverse/forward split, when applicable

Record Date and Voting

Except with respect to Proposal 4, ourOur common stock is the only class of voting stock outstanding. Each share of our common stock is entitled to one vote for each director to be elected and for each other matter to be voted on at the Annual Meeting. Only holders of record of our common stock at the close of business on the record date, April 11, 2017,10, 2019, are entitled to notice of and to vote at the Annual Meeting. There were approximately 2,483,8922,878,096 shares of our common stock outstanding as of the close of business on the record date.

Under our restated certificate of incorporation, the holders of our Series A convertible preferred stock (“Series A stock”) do not have any voting rights. However, under Delaware law, the holders of the outstanding shares of a class are entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if, among other things, the amendment would decrease the aggregate number of authorized shares of such class. As such, the holders of our Series A stock, which are the only shares of our preferred stock outstanding, are entitled to vote on Proposal 4 as a class. Each share of our Series A stock is entitled to one vote on Proposal 4. Only holders of record of our Series A stock at the close of business on the record date, April 11, 2017, are entitled to notice of and to vote on Proposal 4 at the Annual Meeting. There were 156,112 shares of our Series A stock outstanding as of the close of business on the record date.

How to Vote

Stockholders of Record.If you are a stockholder of record of shares of our stock, there are four ways to vote:

The proxy holders identified in the proxy card will vote all shares of our stock represented by a properly completed and executed proxy received in time for the Annual Meeting in accordance with the stockholder’s instructions. If you submit your executed proxy but do not fill out the voting instructions on the proxy card, the shares represented by your proxy will be voted for the election of each director nominee nominated by our board of directors, in favor of Proposals 1 through 4.2, 3 and 5 and, with respect to Proposal 4, in favor of holding future advisory votes on the compensation of our named executive officers every three years. If any other matter is properly presented at the Annual Meeting, the proxy holders will vote shares represented by a proxy submitted by a stockholder in accordance with the recommendation of our board of directors.

Beneficial Owners of Shares Held in Street Name.If you are a beneficial owner of shares of our stock held in street name, you may vote:should have received a notice containing voting instructions from the organization that holds your shares (e.g., the brokerage firm, bank, or dealer). Follow the instructions provided by that organization to ensure that your vote is counted. If you wish to vote online during the Annual Meeting, you must obtain a legal proxy from the brokerage firm, bank, dealer or other similar organization that holds your shares. A legal proxy is a written document that authorizes you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy.

What happens if I do not vote?vote or provide voting instructions?

Stockholders of Record.If you are a stockholder of record and do not vote by telephone, through the Internet, by completing a proxy card or online during the Annual Meeting, your shares will not be voted.

Beneficial Owners of Shares Held in Street Name.If you are a beneficial owner of shares held in street name, and if you do not submit voting instructions to the brokerage firm, bank, dealer or other similar organization that holds your shares, that organization may generally vote your shares in its discretion on proposals designated as “routine” under the rules of the New York Stock Exchange (“NYSE”) but that organization cannot vote on “non-routine” proposals. If the organization that holds your shares does not receive voting instructions from you on how to vote your shares on a non-routine proposal, that organization will inform the inspector of electionelections that it does not have the authority to vote on that proposal with respect to your shares. This is generally referred to as a “broker non-vote.”

Proposal 15 (the electionproposal to ratify the appointment of directors)Squar Milner LLP as our registered independent public accounting firm for the fiscal year ending December 31, 2019) is considered a non-routineroutine proposal under NYSE rules. All of the other proposals described in this Proxy Statement are considered routinenon-routine proposals under NYSE rules. Accordingly, if you hold your shares in street name and you do not submit voting instructions to the brokerage firm, bank, dealer or other similar organization that holds your shares, that organization may exercise its discretion to vote your shares on Proposals 2, 3 and 4,Proposal 5 but will not be permitted to vote your shares on Proposal 1.Proposals 1, 2, 3, or 4.

Revocability of Proxies

Stockholders of Record.If you are a stockholder of record, you may revoke your proxy instructions at any time before your shares have been voted by:

Any written notice of revocation or later-dated proxy card should be delivered to the address below so that it is received by our Secretary by the close of business on June 7, 2017.6, 2019.

NTN Buzztime, Inc.

Attention: Secretary
2231 Rutherford Road,

1800 Aston Avenue, Suite 200
100

Carlsbad, California 92008

Beneficial Owners of Shares Held in Street Name.If your shares are held in street name, you must follow the instructions of your broker, bank or other nominee to revoke your voting instructions.

Quorum

The presence, in person (including by remote communication via the audio webcast of the Annual Meeting) or by proxy, of the holders of a majority of the shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum. In addition, and solely with respect to the separate vote by the Series A stock with respect to Proposal 4, a majority of the outstanding shares of Series A stock, present in person (including by remote communication via the webcast of the Annual Meeting) or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter. Abstentions will be counted as present for purposes of determining the presence of a quorum. If you submit a properly executed proxy via the Internet or by telephone or by mail, regardless of whether you abstain from voting on one or more proposals, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. Broker non-votes will also be counted as present for the purpose of determining the presence of a quorum at the Annual Meeting. The inspector of electionelections will determine whether a quorum is present and will tabulate the votes cast at the Annual Meeting.

Solicitation

We will bear the cost of soliciting proxies.proxies pursuant to this Proxy Statement. This Proxy Statement and the accompanying proxy solicitation materials, in addition to being mailed directly to stockholders of record, will be distributed through brokers, custodians and other nominees to beneficial owners of shares of our stock. We maywill reimburse such parties for their reasonable expenses in forwarding our solicitation materials to beneficial owners. We do not expect these costsIn addition to be significant. Oursolicitations by mail, our directors, officers, and employees, may follow up the mailing to stockholders by telephone, e-mail or personal solicitations, but no special orwithout additional compensation, will be paid to those directors, officersmay solicit proxies on our behalf in person, by phone, or employees for doing so.by electronic communication.

PROPOSAL 1

ELECTION OF DIRECTORS

Nominees for Election

Our bylaws provide thatAs further discussed under “Board of Directors and Corporate Governance—Director Nominations,” below, the number of directors constituting the whole board of directors shall be determined by our board of directors from time to time. The number of directors as determined by our board of directors is currently six, and our board of directors currently consists of six members. Our restated certificate of incorporation provides for the annual election of all of our directors. Vacancies on our board of directors (including vacancies created by an increase in the authorized number of directors) may be filled solely by our board of directors. A director appointed by our board of directors to fill a vacancy resulting from the death, resignation, disqualification or removal of a director would hold office for the remainder of the full term of the director whose death, resignation, disqualification or removal created such vacancy, and a director appointed by our board of directors to fill a vacancy resulting from an increase in the authorized number of directors would hold office until the next annual meeting of stockholders and, in each case, until such director’s successor is elected and qualified.

Based upon the recommendation of our nominating and corporate governance/compensation committee (“N&CG/C Committee”) of our board of directors considers new candidates for our board of directors suggested by current members of our board of directors, management and stockholders. There are no differences in the manner in which the N&CG/C Committee evaluates director nominees based on whether the nominee is recommended by a stockholder or by current members of our board of directors or by management. The N&CG/C Committee has established qualifications for directors, including the ability to apply fair and independent judgment in a business situation and the ability to represent the interests of all our stockholders and constituencies.

To determine the appropriate mix of professional experiences, expertise and backgrounds for our board of directors and its committees, the N&CG/C Committee and our entire board of directors discuss the composition of our board of directors during the year. Based upon the recommendation of the N&CG/C Committee, our board of directors selected the nominees identified in the table below for election as directors at the Annual Meeting. These nominees allow us to benefit both from the deep company and industry knowledge of our longer-serving directors and the fresh perspectives brought by our newer directors, two of whom joined our board of directors less than two years ago.

Each such nominee identified above is currently serving on our board of directors and each has indicated a willingness to continue to serve as a director if elected. If any of them should decline or be unable to serve as a director, however, the proxy holders will vote for the election of another person as our board of directors recommends. If elected, nominees will hold office until our 20182020 annual meeting of stockholders and until their respective successors are duly elected and qualified. Proxies may not be voted for a greater number of persons than the number of nominees named herein.

Jeff Berg has served on our board of directors since August 2008 and as chairman of our board of directors since November 2008. From July 2012 until September 2014, he served as our chief executive officer. Mr. Berg has served as chief executive officer of Surfline/Wavetrack Inc., a digital media business, since May 2015, and as chairman of its board of directors since 2001. Mr. Berg is a private investor currently serving as the managing member of the General Partner of Matador Capital Partners, LP, an investment partnership that he founded in 2007. He was also the lead director of Swell Commerce, Inc., a direct marketer of surf apparel and accessories, a company that he co-founded in 1999, until it was sold in December 2009 to Billabong International. From July 2000 to April 2001, Mr. Berg served as interim chief executive officer of Swell. He was also founder and sole stockholder of Airborne Media LLC, a specialty media company that he founded in 2006, which operatesoperated web sites and publishespublished magazines and other niche-market print products anduntil it sold the majority of its assets in 2009. Between 1995 and 2000, Mr. Berg was chairman of the board of directors of AccentHealth, a provider of segmented, patient education-oriented TV programming to medical waiting rooms. Mr. Berg has over 20 years of experience as a professional investor. From 1994 to 2006, he served as the chief investment officer of Matador Capital Management, and prior to that time, he worked for nine years at Raymond James Financial as a securities analyst. Mr. Berg holds a B.S. in Business Administration from the University of Florida. Mr. Berg was chosen to serve on our board of directors because of his experience with out-of-home and digital media, as well as Mr. Berg being a significant stockholder of our Company.

Ram Krishnan was appointed as our chief executive officer and to our board of directors in September 2014. From November 2011 until March 2014, Mr. Krishnan served as senior vice president of Active Network, a cloud-based activity and participant management solutions provider. From May 2008 to November 2011, Mr. Krishnan served as the global vice president and general manager of GE Healthcare. Mr. Krishnan was chosen to serve on our board of directors because of our boards’ belief that our chief executive officer should serve on our board of directors, as well as Mr. Krishnan’s substantial business development experience, leadership skills and extensive experience in transitioning businesses through changing market and business conditions.

Mary Beth Lewis has served on our board of directors since February 2009. Ms. Lewis is currently a senior instructor of marketing in the Leeds School of Business at the University of Colorado Boulder, a position she’s held since January 2014. From August 2009 to December 2013 and also from August 2006 to May 2007, she served as an accounting instructor in the College of Business at Colorado State University. From August 2007 to January 2009, Ms. Lewis served as chief financial officer of Fresh Produce Sportswear, Inc., a women’s apparel company. From October 2001 to April 2005, Ms. Lewis served as chief financial officer of Noodles & Company, a restaurant chain. From September 1992 to July 2001, she served as chief financial officer of Wild Oats Markets, Inc., a national natural foods grocery store chain. From 2005 to 2015, Ms. Lewis served on the board of directors for eBags, Inc., an online retailer of bags and accessories, where she also served as the chairman of its audit committee. Ms. Lewis holds two undergraduate degrees from West Virginia University: a B.A. in Psychology and a B.S. in Speech Pathology and Audiology. Ms. Lewis also holds an MBA in Accounting and Finance from the University of Pittsburgh. Ms. Lewis was chosen to serve on our board of directors because of her financial and corporate governance expertise and her prior experience as a chief financial officer.

Steve Mitgang has served on our board of directors since August 2010. Since June 2012, Mr. Mitgang has been serving as chief executive officer of SmartDrive Systems, a company that provides driving intelligence solutions that improve safety, reduce collisions and improve fuel efficiency, and he also has served on SmartDrive’s board of directors since June 2012. From February 2011 until December 2013, he served on the board of directors of MapMyFitness, Inc., an online business featuring fitness-oriented social networks and training applications. From 2007 to 2009, Mr. Mitgang was the president and chief executive officer of Veoh Networks, an Internet television company. Prior to his tenure at Veoh Networks, Mr. Mitgang worked at Yahoo! from 2003 to 2007. Mr. Mitgang joined Yahoo! after its acquisition of Overture Services, where he was the head of the performance marketing group. From 2001 to 2003, Mr. Mitgang was president and chief executive officer of Keylime Software, a web analytics company that was acquired by Overture Services during Mr. Mitgang’s leadership. Mr. Mitgang holds a degree in Architecture from the University of California, Berkeley. Mr. Mitgang was chosen to serve on our board of directors because of his extensive experience in business development, marketing and advertising within the digital media and technology industries.industries, as well as his experience in electronic hardware, firmware and supply chains, and the related infrastructure and processes.

Tony UphoffRichard Simtob has servedwas appointed to serve on our board of directors since March 2013.in July 2017. Since January 2017,2001, Mr. UphoffSimtob has been serving as president of Simtob Consulting Group Corporation. Mr. Simtob is a minority-owner of Zoup! Holding, LLC, a company that operates and franchises fast-casual soup restaurants and has been serving as vice president since January 2018. Since April 2010, he has served as chief executive officerone of Thomas Publishing Company.its directors, and served as its president from April 2010 to December 2017. From January 2013 until June 2016,2004 through July 2009, Mr. UphoffSimtob was also a partner at Wireless Toyz Franchise, LLC, a cellular service provider, where he also served in various roles such as vice president of development, chief executivefinancial officer of Business.com Media, Inc., an online B2B solutions company. From September 2006 until June 2012, Mr. Uphoff served as chief executive officer of UBM TechWeb, a provider of digital media, live event and marketing services. Prior to UBM TechWeb, Mr. Uphoff was the founder and chief executive officeroperating officer. Mr. Simtob owns a Michigan-based driving school and eight swim school locations. Mr. Simtob studied at the University of Beliefnet.com, president of VNU Media’s Entertainment Group and publisher of The Hollywood Reporter and InformationWeek.Western Ontario. Mr. UphoffSimtob was chosen to serve on our board of directors because of his extensive business, marketing and media industry experience in the restaurant industry.

Gregg Thomas was appointed to serve on our board of directors in July 2017. In December 1994, Mr. Thomas founded CFO Advisors, LLC, a financial services and advisory firm for the restaurant and retail industry, and where he has been serving as partner. He began his career at Plante Moran, where he earned his CPA. Mr. Thomas holds a B.S. in accounting from the University of Michigan and a masters in taxation from Walsh College. Mr. Thomas was chosen to serve on our board of directors because of his experience in the restaurant industry and his financial and accounting background.

Paul Yanoverhas served on our board of directors since July 2012. Mr. Yanover currently serves as president of Fandango, LLC, a position he has held since October 2012. From February 2011 to September 2012, he served as president of Lookout Interactive Media, a consulting practice focused on strategy, product development, marketing and monetization for digital media, technology and entertainment companies. From June 2006 to January 2011, Mr. Yanover served as executive vice president and managing director of Disney Online. From December 2001 to June 2006, he was senior vice president in charge of Disney’s Parks and Resorts Online and was a founding executive of the Buena Vista Game Entertainment Studio, a startup within Disney. From July 1999 to December 2001, Mr. Yanover was co-founder and chief executive officer of Ceiva Logic, a consumer electronics company. Since June 2011, Mr. Yanover has served on the board of directors of Clarity Media Group, LLC, a media company. Mr. Yanover holds a double honors Bachelor of Science degree in computer science and economics from the University of Western Ontario, and a Master of Computer Science from the University of Southern California. Mr. Yanover was chosen to serve on our board of directors because of his extensive experience in developing and monetizing digital media, marketing and game environments.

PROPOSAL 2
APPROVAL OF THE NTN BUZZTIME, INC.

2019 PERFORMANCE INCENTIVE PLAN.

We are asking our stockholders to approve the adoption of the NTN Buzztime, Inc. 2019 Performance Incentive Plan (the “2019 Plan”). We have long had in effect incentive plans that have allowed us to grant various type of incentive awards to our employees (including our executive officers), non-employee directors and consultants. All of these plans, other than our existing 2010 Performance Incentive Plan (as amended, “2010 Plan”), have expired; the 2010 Plan expires in February 2020 and as of April 10, 2019, there were only approximately 11,000 shares available for future awards under the 2010 Plan. The 2019 Plan is intended to be a successor to the 2010 Plan to allow us to continue to grant various type of incentive awards to our employees (including our executive officers), non-employee directors and consultants. If the 2019 Plan is approved by our stockholders, no future grants will be made under the 2010 Plan. A copy of the 2019 Plan is attached as Exhibit A to this proxy statement.

The 2019 Plan was adopted, subject to stockholder approval, by our board of directors, upon the recommendation of our N&CG/C Committee, on April 8, 2019.

Similar to the 2010 Plan, the 2019 Plan will permit the discretionary award of incentive stock options (“ISO”), nonstatutory stock options (“NSO”), restricted stock, stock units, stock appreciation rights (“SARs”) and awards in the form of cash incentive opportunities to employees, non-employee directors and consultants. Such awards may be granted commencing on the date of board approval of the 2019 Plan and continuing through April 7, 2029 or the earlier termination of the 2019 Plan, subject to obtaining stockholder approval. If stockholders do not approve the 2019 Plan by April 8, 2020, the 2019 Plan will terminate and any then-outstanding awards granted thereunder will be forfeited without consideration.

As of April 11, 2019, the fair market value of a share of our common stock (as determined by the closing price on the NYSE American on such date) was $3.91.

Our board of directors encourages stockholders to consider the following when considering whether to approve the 2019 Plan:

Key Features of the 2019 Plan

Below is a summary of certain key features of the 2019 Plan:

Description of the 2019 Plan

Eligibility to Receive Awards. Our employees, directors and consultants and those of our affiliates (“Awardees”) are eligible to receive awards under the 2019 Plan. The 2019 Plan Committee determines, in its discretion, the individuals who will be granted awards under the 2019 Plan. As of April 10, 2019, approximately 384 full- and part-time employees (including 2 officers and 1 employee director) and 5 non-employee directors would be eligible to participate in the 2019 Plan. Over the past several years, we have not granted awards under our incentive plans to part-time employees and currently do not intend to do so in the future.

Shares Subject to the 2019 Plan. The maximum number of shares of our common stock that can be issued under the 2019 Plan is 240,000. The shares underlying forfeited or terminated awards will become available again for issuance under the 2019 Plan and shares that are withheld to pay an award’s exercise price or tax withholding obligations will not count against the 2019 Plan’s share limit.

Administration of the 2019 Plan. The 2019 Plan will be administered by the N&CG/C Committee, except that the full board of directors will administer the 2019 Plan with respect to all awards granted to non-employee directors. Subject to the terms of the 2019 Plan, the 2019 Plan Committee has the sole discretion, among other things, to:

To the extent permitted by applicable law, our board of directors may also appoint a committee, composed of one or more of our officers, that may authorize awards to employees (who are not Section 16 persons) within parameters specified by, our board of directors and consistent with any limitations imposed by applicable law.

The 2019 Plan Committee may also use the 2019 Plan to issue shares under subplans as may be deemed necessary or appropriate, such as to provide for participation by non-U.S. employees. In addition, awards may be subject to any policy that we may implement on the recoupment of compensation (referred to as a clawback policy). We will indemnify the members of the board of directors, the 2019 Plan Committee and their delegates to the maximum extent permitted by applicable law for actions taken or not taken regarding the 2019 Plan.

Types of Awards

The 2019 Plan permits the grant of the following types of stock-based awards: (1) stock options (which can be either ISOs or NSOs), (2) SARs, (3) restricted stock, and (4) stock units. In addition, awards in the form of cash incentive opportunities may also be granted under the 2019 Plan. Awards will be evidenced by a written agreement between us and the Awardee that will include the specific terms and conditions of the award.

Stock Options. A stock option is the right to acquire shares at a fixed exercise price over a fixed period of time. The 2019 Plan Committee will determine the number of shares covered by each stock option and the exercise price of the shares subject to each stock option, but such per share exercise price cannot be less than the fair market value of our common stock on the date of grant of the stock option.

Stock options granted under the 2019 Plan may be either ISOs or NSOs. As required by the Internal Revenue Code (the “Code”) and applicable regulations, ISOs are subject to various limitations. For example, the exercise price for any ISO granted to any employee owning more than 10% of common stock may not be less than 110% of the fair market value of the common stock on the date of grant and such ISO must expire not later than five years after the grant date. The aggregate fair market value (determined at the date of grant) of common stock subject to all ISOs held by a participant that are first exercisable in any single calendar year cannot exceed $100,000. ISOs may not be transferred other than upon death, or to a revocable trust where the participant is considered the sole beneficiary of the stock option while it is held in trust. The 2019 Plan provides that no more than 240,000 shares may be issued pursuant to the exercise of ISOs.

A stock option granted under the 2019 Plan generally cannot be exercised until it becomes vested. The 2019 Plan Committee establishes the vesting schedule of each stock option at the time of grant. The maximum term life for stock options granted under the 2019 Plan may not exceed ten years from the date of grant.

The exercise price of each stock option granted under the 2019 Plan must be paid in full at the time of exercise, either with cash, by net exercise (an arrangement under which the number of shares issued to the option holder in connection with the exercise of the option will be reduced by the company’s retention of a portion of such shares) or through a broker-assisted “cashless” exercise and sale program, or through another method approved by the 2019 Plan Committee. The optionee must also make arrangements to pay any taxes that we are required to withhold at the time of exercise.

Stock Appreciation Rights. A SAR is the right to receive, upon exercise, an amount equal to the excess of the fair market value of the shares on the date of the SAR’s exercise over the fair market value of the shares covered by the exercised portion of the SAR on the date of grant. The 2019 Plan Committee determines the terms of SARs including the exercise price (provided that such per share exercise price cannot be less than the fair market value of our common stock on the date of grant), the vesting and the term of the SAR. The maximum term life for grants under the 2019 Plan may not exceed ten years from the date of grant. The 2019 Plan Committee may determine that a SAR will only be exercisable if we satisfy performance conditions established by the 2019 Plan Committee. Settlement of a SAR may be in shares of common stock or in cash, or any combination thereof, as the 2019 Plan Committee may determine.

Restricted Stock. Restricted stock awards are awards of shares of common stock that may or may not be subject to vesting and will be subject to such other terms and conditions established by the 2019 Plan Committee. In determining whether a restricted stock award should be made, and/or the vesting schedule for any such award, the 2019 Plan Committee may impose whatever conditions to vesting as it determines to be appropriate. For example, the 2019 Plan Committee may determine that a restricted stock award will vest only if we satisfy performance conditions established by the 2019 Plan Committee. The holder of a restricted stock award (irrespective of whether the shares subject to the award are vested or unvested) will have the same voting, dividend and other rights as our stockholders, however, any dividends received on shares that are unvested (whether such dividends are in the form of cash or shares) may be subject to the same vesting conditions and restrictions as the restricted share award with respect to which the dividends were paid. Shares issued as dividends will not reduce the number of shares available for issuance under the 2019 Plan.

Stock Units. Stock units are the right to receive an amount equal to the fair market value of the shares covered by the stock unit at some future date after the grant. The 2019 Plan Committee will determine the terms of an award of stock units, including the vesting period, and stock units may or may not be subject to vesting. Upon each vesting date of a stock unit, an Awardee will be entitled to receive an amount equal to the then fair market value of the shares on the settlement date. The 2019 Plan Committee may determine that an award of stock units will vest only we satisfy performance conditions established by the 2019 Plan Committee. Payment for vested stock units may be in shares of common stock or in cash, or any combination thereof, as the 2019 Plan Committee may determine. Settlement of stock units shall generally occur within thirty days of vesting unless the Awardee has timely elected to defer such compensation.

Cash Awards. We may also grant awards in the form of cash incentive opportunities that will be subject to such terms and conditions as the 2019 Plan Committee may determine.

Non-Employee Director Fees.Upon the board of directors’ affirmative determination to authorize such a provision, a non-employee director may elect to receive all or a portion of his or her annual retainer fees and/or any other fees in the form of vested stock or stock units granted under the 2019 Plan. The terms of such an arrangement will be determined by the board of directors.

Limited Transferability of Awards. Awards granted under the 2019 Plan generally are not transferrable other than upon death, or pursuant to a court-approved domestic relations order. However, the 2019 Plan Committee may in its discretion permit awards other than ISOs to be transferred. Generally, where transfers are permitted, they will be permitted only by gift to a member of the Awardee’s immediate family or to a trust or other entity for the benefit of the member(s) of the Awardee’s and/or his or her immediate family.

Termination of Employment, Death or Disability.The 2019 Plan Committee will determine the effect of the termination of employment on awards, which determination may be different depending on the nature of the termination, such as terminations due to cause, resignation, death, disability or retirement, and the status of the award as vested or unvested.

Adjustments Upon Changes in Capitalization. In the event of a subdivision of the outstanding shares, stock dividend, dividend payable in a form other than shares in an amount that has a material effect on the price of the shares, consolidation, combination or reclassification of the shares, recapitalization, spin-off, or other similar occurrence, then the number and class of shares issued under the 2019 Plan and subject to each award, along with any exercise prices, as well as the number and class of shares available for issuance under the 2019 Plan, will each be equitably and proportionately adjusted by the 2019 Plan Committee.

Change in Control. In the event that there is a change in control or we are a party to a merger or other acquisition or reorganization, outstanding 2019 Plan awards will be subject to the merger agreement or other applicable transaction agreement. Such agreement may provide, without limitation, that subject to the consummation of the applicable transaction, for the assumption (or substitution) of outstanding awards by the surviving corporation or its parent, for their continuation (if we are the surviving corporation), for accelerated vesting or for their cancellation with or without consideration, or for the mandatory exercise or conversion of awards into shares and/or cash whether by net exercise or otherwise, in all cases without the consent of the participant.

If a change in control occurs and there is no assumption, substitution or continuation of outstanding awards, the 2019 Plan Committee may in its discretion provide that some or all awards will fully vest in connection with the change in control.

For purposes of the 2019 Plan, except as may otherwise be provided in a participant’s employment agreement or award agreement (and in such case the employment agreement or award agreement shall will as to the definition of change in control), “change in control” generally means the occurrence of any one or more of the following:

Term of the 2019 Plan. If approved by stockholders, the 2019 Plan will continue in effect until April 7, 2029 or until earlier terminated by our board of directors.

Governing Law.The 2019 Plan, and (unless otherwise provided in an award agreement) all awards granted thereunder, will be governed by the laws of the State of Delaware, without regard to its conflict of law provisions. The 2019 Plan Committee may provide that any dispute as to any award will be presented and determined in such forum as the 2019 Plan Committee may specify, including through binding arbitration. Unless otherwise provided in the award agreement, recipients of an award are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Delaware to resolve any and all issues that may arise out of or relate to the 2019 Plan or any related award agreement.

Amendment and Termination of the 2019 Plan. The board of directors generally may amend or terminate the 2019 Plan at any time and for any reason, except that the board of directors must obtain stockholder approval to the extent required by applicable laws, regulations or rules. For example, NYSE American rules currently require that a company obtain stockholder approval to amend an equity plan to add shares to the plan or to reprice outstanding options.

Certain Federal Income Tax Information

The following discussion summarizes certain federal income tax consequences associated with certain awards granted under the 2019 Plan to U.S. participants under the law as in effect on the date of this proxy statement. The summary does not purport to cover federal employment tax or other U.S. federal tax consequences that may be associated with the 2019 Plan, nor does it cover state, local or non-U.S. taxes. The federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon his or her individual circumstances. Tax consequences for any particular individual may be different. This summary is not intended to be exhaustive and does not discuss the tax consequences of a participant’s death or provisions of income tax laws of any municipality, state or other country. We advise participants to consult with their own tax advisors regarding the tax implications of their awards under the 2019 Plan.

ISOs. In general, an optionee realizes no taxable income upon the grant or exercise of an ISO. However, the exercise of an ISO may result in an alternative minimum tax liability to the optionee. With certain exceptions, a disposition of shares purchased under an ISO within two years from the date of grant or within one year after exercise produces ordinary income to the optionee (and a deduction to the company) equal to the value of the shares at the time of exercise less the exercise price. Any additional gain recognized in the disposition is treated as a capital gain for which the company is not entitled to a deduction. If the optionee does not dispose of the shares until after the expiration of these one- and two-year holding periods, any gain or loss recognized upon a subsequent sale is treated as a long-term capital gain or loss for which the company is not entitled to a deduction.

NSOs. In general, in the case of an NSO, the optionee has no taxable income at the time of grant but realizes income in connection with the exercise of the option in an amount equal to the excess (at the time of exercise) of the fair market value of the shares acquired upon exercise over the exercise price; a corresponding deduction is available to the company. Upon a subsequent sale or exchange of the shares, any recognized gain or loss after the date of exercise is treated as a capital gain or loss for which the company is not entitled to a deduction.

In general, an ISO that is exercised by the optionee more than three months after termination of employment is treated as an NSO. ISOs are also treated as NSOs to the extent they first become exercisable by an individual in any calendar year for shares having a fair market value (determined as of the date of grant) in excess of $100,000.

SARs. In general, the grant of a SAR does not itself result in taxable income, nor does taxable income result merely because a SAR becomes exercisable. In general, a participant who exercises a SAR for shares of stock or receives payment in cancellation of a SAR will have ordinary income equal to the amount of any cash and the fair market value of any stock received. A corresponding deduction is generally available to the company.

Restricted Stock Awards. A participant who is awarded restricted stock subject to a substantial risk of forfeiture generally does not have income until the risk of forfeiture lapses. When the risk of forfeiture lapses, the participant has ordinary income equal to the excess of the fair market value of the shares at that time over the purchase price, if any, and a corresponding deduction is generally available to the company. However, a participant may make an election under Section 83(b) of the Code to be taxed on restricted stock when it is acquired rather than later, when the substantial risk of forfeiture lapses. A participant who makes an effective 83(b) election will realize ordinary income equal to the fair market value of the shares as of the time of acquisition less any price paid for the shares. A corresponding deduction will generally be available to the company. If a participant makes an effective 83(b) election, no additional income results by reason of the lapsing of the restrictions.

For purposes of determining capital gain or loss on a sale of shares awarded under the 2019 Plan, the holding period in the shares begins when the participant recognizes taxable income with respect to the transfer. The participant’s tax basis in the shares equals the amount paid for the shares plus any income realized with respect to the transfer. However, if a participant makes an effective 83(b) election and later forfeits the shares, the tax loss realized as a result of the forfeiture is limited to the excess of what the participant paid for the shares (if anything) over the amount (if any) realized in connection with the forfeiture.

Restricted Stock Units. In general, the grant of a restricted stock unit does not itself result in taxable income. Instead, the participant is generally taxed upon vesting (and a corresponding deduction is generally available to the company), unless he or she has made a proper election to defer receipt of the shares (or cash if the award is cash settled) under Section 409A of the Code. If the shares delivered are restricted for tax purposes, the participant will instead be subject to the rules described above for restricted stock.

Certain Change in Control Payments. Under Section 280G of the Code, the vesting or accelerated exercisability of options or the vesting and payments of other awards in connection with a change in control of a corporation may be required to be valued and taken into account in determining whether participants have received compensatory payments, contingent on the change in control, in excess of certain limits. If these limits are exceeded, a substantial portion of amounts payable to the participant, including income recognized by reason of the grant, vesting or exercise of awards may be subject to an additional 20% federal tax and may be non-deductible to the company.

Shares Subject to Outstanding Equity Awards and Available for Grant

The table below provides information as of December 31, 2018 regarding our equity incentive plans. The only awards outstanding under these plans were stock options and RSUs. As of December 31, 2018, the fair market value of a share of our common stock (as determined by the closing price on the NYSE American on that date) was $1.95 per share.

* This plan allows for the issuance of non-qualified stock options to any prospective employee who has not previously been an employee or director of the company or who has not been employed by the company for a bonafide period of time.

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2018 regarding our compensation plans authorizing us to issue equity securities and the number of securities.

New Plan Benefits

Except as described below. all awards of the 2019 Plan will be granted at the 2019 Plan Committee’s discretion and therefore cannot be determined in advance. To date, the 2019 Plan Committee has not approved any awards under the 2019 Plan and has not determined the number or type of awards that it may grant under the 2019 Plan in the future. However, under our non-employee director compensation policy, each non-employee director who is re-elected for an additional term of service on our board of directors at the Annual Meeting is automatically granted a stock option to purchase 400 shares of our common stock on the date of the Annual Meeting. These stock options will have an exercise price equal to the closing price of our common stock on the date of grant and vest and become exercisable, subject to the director’s continued service on our board of directors, in 12 equal monthly installments thereafter. If the 2019 Plan is approved, these non-employee director stock option grants will be made under the 2019 Plan. The following table sets forth the number of shares that will be subject to the option grants awarded to the director nominees identified in Proposal 1 assuming such nominees are elected as directors at the Annual Meeting:

* In the past, Mr. Berg has waived all stock option grants to which he would otherwise be eligible to receive in his capacity as a non-employee director.

PROPOSAL 3
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the requirements of Section 14A of the Exchange Act and related SEC rules, our stockholders are entitled to cast an advisory vote on the compensation of our named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules in this Proxy Statement (which disclosure includes the related compensation tables included in the “Executive Officer Compensation” section of this Proxy Statement). The vote does not address any specific item of our compensation program, but rather addresses our overall approach to the compensation of our named executive officers described in this Proxy Statement.

Although the vote on this proposal is advisory, and therefore not binding on the Company or our board of directors, our board of directors and its N&CG/C Committee values input from our stockholders and will consider the outcome of the vote in analyzing our compensation philosophy and when making future executive compensation decisions. The vote will not be construed to create or imply any change to the fiduciary duties of our board of directors, or to create or imply any additional fiduciary duties for our board of directors. The approval or disapproval of this proposal by our stockholders will not require our board of directors to take any action regarding our executive compensation practices and will not alter any contractual obligations between the Company and any of our executive officers or other employees.

As described in more detail below under “Executive Officer Compensation,” our executive compensation programs are designed to attract, retain and motivate talented executives and to reward performance. Our board of directors oversees our executive compensation, including the compensation of our named executive officers. We review our compensation plans and programs on an ongoing basis and periodically make adjustments taking into account competitive conditions and other factors. Please read the section entitled “Executive Officer Compensation” below for additional details about our executive compensation programs, including information about the fiscal year 2018 compensation of our named executive officers. This advisory vote, commonly referred to as the “say-on-pay” vote, gives our stockholders the opportunity to approve or not approve our executive compensation programs and policies by voting on the following resolution:

“RESOLVED, that the stockholders of NTN Buzztime, Inc. approve, on an advisory basis, the compensation paid to the company’s named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion.”

PROPOSAL 4
ADVISORY VOTE ON THE FREQUENCY OF THE
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the requirements of Section 14A of the Exchange Act and related SEC rules, our stockholders are entitled to cast an advisory vote for their preference as to how frequently we should seek future advisory votes on the compensation of our named executive officers. By voting on this, stockholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation every year, every two years or every three years.

After careful consideration of the various arguments supporting each frequency level, our board of directors believes that submitting the advisory vote on executive compensation to stockholders every three years is appropriate for the Company and our stockholders at this time. The advisory vote on executive compensation every three years will allow our stockholders to evaluate executive compensation on a more thorough, long-term basis than a more frequent vote. Too-frequent executive compensation advisory votes may encourage short-term analysis of executive compensation and annual or biennial executive compensation advisory votes also may not allow stockholders sufficient time to evaluate the effect of changes we make to executive compensation.

Stockholders are being asked for their views on the frequency of the advisory vote on executive compensation, and are not voting to approve or disapprove the recommendation of our board of directors. Although the vote on this proposal is advisory, and therefore not binding on the Company or our board of directors, our board of directors values input from our stockholders and will consider the outcome of the vote in determining the frequency of future advisory votes on executive compensation.

Stockholders may cast a vote on the preferred voting frequency by choosing the option of one year, two years, three years (or abstain from voting) when voting on the following resolution:

“RESOLVED, that the stockholders of NTN Buzztime, Inc. determine, on an advisory basis, that the frequency with which the stockholders wish to have an advisory vote on the compensation of the company’s named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules is:

PROPOSAL 5
RATIFICATION OF THE APPOINTMENT OF
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of our board of directors has appointed Squar Milner LLP as our independent registered public accounting firm for the year ending December 31, 2017.2019. Squar Milner has served as our independent registered public accounting firm since December 2013. Our bylaws do not require that our stockholders ratify the appointment of Squar Milner as our independent registered public accounting firm. However, we are submitting the appointment of Squar Milner to our stockholders for ratification as a matter of good corporate practice. If our stockholders do not ratify the appointment, the audit committee will reconsider whether or not to retain Squar Milner. Even if the appointment is ratified, the audit committee in its discretion may change the appointment at any time during the year if it determines that such a change would be in our best interests and in the best interests of the Company and our stockholders.

Representatives of Squar Milner are expected to be present at the Annual Meeting. They will be given an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions from stockholders present at the Annual Meeting.

PROPOSAL 3
Amendment to OUR Restated
Certificate of Incorporation to decrease the number
of Authorized shares ofCOMMONstock from 168,000,000 to 15,000,000

Our board of directors has adopted a proposed amendment to our restated certificate of incorporation to decrease the number of authorized shares of common stock from 168,000,000 to 15,000,000. We refer to this proposed amendment as the “proposed common stock amendment.” Our board of directors has declared the proposed common stock amendment advisable and recommends that our stockholders vote in favor of it.

Background and Purpose of the Amendment

On June 16, 2016, we effected a reverse split of our outstanding common stock at an exchange ratio of 1-for-100 and, then, immediately following such reverse split, a forward split of our outstanding common stock at a ratio of 2-for-1. We refer to the reverse split and to the forward split, together, as the “reverse/forward split.” The reverse/forward split reduced our issued and outstanding common stock from 92,439,174 shares to 1,848,597 shares. The reverse/forward split did not, however, have any effect on the total number of authorized shares of common stock. Accordingly, as of April 11, 2017, we had 168,000,000 authorized shares of common stock, of which 2,483,892 shares were issued and outstanding. As of April 11, 2017, our board of directors has also reserved out of our authorized shares of our common stock: 297,401 shares that are issuable upon the exercise of outstanding stock options and warrants; 11,231 shares that are issuable upon the conversion or exchange of outstanding securities convertible into or exchangeable for shares of common stock; and 106,168 shares for future issuance under our current equity incentive plans.

As a result of the reverse/forward split, we now need fewer authorized shares of common stock to meet our anticipated capital stock needs for capital-raising transactions, issuance of equity-based compensation and, to the extent opportunities may arise in the future, strategic transactions that may involve our issuance of stock-based consideration. Since the date of the reverse/forward split, we have issued 635,295 shares of our common stock.

We are incorporated in the State of Delaware, and as a Delaware corporation, we are required to pay an annual franchise tax to the State of Delaware. The primary reason our board of directors adopted the proposed common stock amendment is to reduce the amount of that annual franchise tax, while still maintaining a sufficient number of authorized shares to permit us to issue shares when and as our board of directors determines doing so is in the best interest of our company and our stockholders, such as in connection with possible future financings, acquisitions, stock dividends and other corporate purposes. The amount of the annual franchise tax we are required to pay is determined, in part, by the total number of our authorized shares of stock. Therefore, the amount of this tax will decrease if we reduce the number of authorized shares (unless before and after such reduction, we are subject to the maximum tax amount, currently $180,000). While the exact amount of savings we may realize will depend on several factors, and will likely change year to year, based on the way the franchise tax amount is determined under current law, we estimate we would save approximately (i) $108,000 per year if only the proposed common stock amendment is effected and (ii) $134,000 per year if both the proposed common stock amendment and proposed preferred stock amendment are effected. Under Delaware law, however, if an amendment changing the number of shares of authorized stock is filed during the year, the franchise tax amount for that year will be prorated for each portion of the year during which each distinct authorized amount of stock was in effect. Accordingly, based on the way the franchise tax amount is determined under current law, we estimate that for 2017 we would save approximately (i) $61,000 if only the proposed common stock amendment is effected and (ii) $76,000 if both the proposed common stock amendment and proposed preferred stock amendment are effected.

Effects of the Amendment

If the proposed common stock amendment is effected, the number of authorized shares of our common stock will be decreased from 168,000,000 to 15,000,000. The proposed common stock amendment will not change the par value of the shares of our common stock, affect the number of shares of our common stock that are outstanding, affect the rights or privileges of holders of shares of our common stock, or have any effect on any outstanding securities, including outstanding equity awards, that are exercisable, convertible or exchangeable for shares of our common stock.

If the proposed common stock amendment is effected it could also have adverse effects on us. The number of shares of common stock that would be authorized but not issued or outstanding would decrease. Due to such decrease, our board of directors will have less latitude to issue shares of our common stock, including when our board of directors determines doing so is in the best interest of our company and our stockholders, such as in connection with possible future financings, acquisitions, stock dividends and other corporate purposes. If our board determines that it would be in our best interest to issue a number of shares of common stock in excess of the number of shares then authorized but unissued and unreserved, we would be required to seek stockholder approval to increase the number of authorized shares. If our stockholders do not approve such an increase in a timely manner or at all, we may be unable to take advantage of one or more opportunities that might otherwise be advantageous to our company and our stockholders. However, our board of directors believes that these risks are outweighed by the anticipated benefits of reducing the amount of our Delaware franchise tax.

Certificate of Amendment

A form of the certificate of amendment to our restated certificate of incorporation that would be filed with the Delaware Secretary of State to effect the proposed common stock amendment and the proposed amendment to our restated certificate of incorporation to decrease the number of authorized shares of preferred stock discussed in Proposal No. 4, which we refer to as the “proposed preferred stock amendment,” is set forth inAppendix A. If our stockholders approve the proposed common stock amendment or both the proposed common stock amendment and the proposed preferred stock amendment, we intend to file the certificate of amendment to our restated certificate of incorporation (with appropriate changes if our stockholders approve only the proposed common stock amendment) with the Delaware Secretary of State as soon as practicable following the annual meeting, and the amendment will be effective upon such filing. If our stockholders do not approve the proposed common stock amendment, we do not intend to file the certificate of amendment to our restated certificate of incorporation because, as discussed in Proposal No. 4, we do not expect any savings in 2017 or thereafter even if the proposed stock amendment were effected. However, if at any time prior to the effectiveness of the filing of amendment with the Delaware Secretary of State, our board of directors determines it would not be in the best interest of our company and our stockholders to file the amendment, in accordance with Delaware law and notwithstanding authorization of the proposed common stock amendment or the proposed preferred stock amendment or both by our stockholders, our board of directors may abandon the common stock amendment or the proposed preferred stock amendment or both without further action by our stockholders.

PROPOSAL 4

Amendment to OUR Restated

Certificate of Incorporation to decrease the number

of Authorized shares ofPREFERREDstock from 10,000,000 to 1,000,000

Our board of directors has adopted a proposed amendment to our restated certificate of incorporation to decrease the number of authorized shares of preferred stock from 10,000,000 to 1,000,000. We refer to this proposed amendment as the “proposed preferred stock amendment.” Our board of directors has declared the proposed preferred stock amendment advisable and recommends that our stockholders vote in favor of it.

Background and Purpose of the Amendment

As of April 11, 2016, we had 10,000,000 authorized shares of preferred stock, of which 156,112 shares have been designated as Series A stock, and all of which were issued and outstanding. There are no outstanding securities that are exercisable, convertible or exchangeable for shares of our preferred stock.

We are incorporated in the State of Delaware, and as a Delaware corporation, we are required to pay an annual franchise tax to the State of Delaware. The primary reason our board of directors adopted the proposed preferred stock amendment is to reduce the amount of that annual franchise tax, while still maintaining a sufficient number of authorized shares to permit us to issue shares when and as our board of directors determines doing so is in the best interest of our company and our stockholders, such as in connection with possible future financings, acquisitions, and other corporate purposes. The amount of the annual franchise tax we are required to pay is determined, in part, by the total number of our authorized shares of stock. Therefore, the amount of this tax will decrease if we reduce the number of authorized shares (unless before and after such reduction, we are subject to the maximum tax amount, currently $180,000). While the exact amount of savings we may realize will depend on several factors, and will likely change year to year, based on the way the franchise tax amount is determined under current law, we estimate we would save approximately $134,000 per year if both the proposed common stock amendment (discussed in Proposal 3) and proposed preferred stock amendment are effected. Under Delaware law, however, if an amendment changing the number of shares of authorized stock is filed during the year, the franchise tax amount for that year will be prorated for each portion of the year during which each distinct authorized amount of stock was in effect. Accordingly, based on the way the franchise tax amount is determined under current law, we estimate that for 2017 we would save approximately $76,000 if both the proposed common stock amendment and proposed preferred stock amendment are effected. If our stockholders do not approve the proposed common stock amendment, we do not expect any savings in 2017 or thereafter even if the proposed stock amendment were effected.

Effects of the Amendment

If the proposed preferred stock amendment is effected, the number of authorized shares of our preferred stock will be decreased from 10,000,000 to 1,000,000. The proposed preferred stock amendment will not change the par value of the shares of our preferred stock, affect the number of shares of our preferred stock that are outstanding, or affect the rights or privileges of holders of shares of our preferred stock.

If the proposed preferred stock amendment is effected it could also have adverse effects on us. The number of shares of preferred stock that would be authorized but not issued or outstanding would decrease. Due to such decrease, our board of directors will have less latitude to issue shares of our preferred stock, including when our board of directors determines doing so is in the best interest of our company and our stockholders, such as in connection with possible future financings, acquisitions, stock dividends and other corporate purposes. If our board determines that it would be in our best interest to issue a number of shares of preferred stock in excess of the number of shares then authorized but unissued and unreserved, we would be required to seek stockholder approval to increase the number of authorized shares. If our stockholders do not approve such an increase in a timely manner or at all, we may be unable to take advantage of one or more opportunities that might otherwise be advantageous to our company and our stockholders. However, our board of directors believes that these risks are outweighed by the anticipated benefits of reducing the amount of our Delaware franchise tax.

Certificate of Amendment

A form of the certificate of amendment to our restated certificate of incorporation that would be filed with the Delaware Secretary of State to effect the proposed common stock amendment and the proposed preferred stock amendment is set forth inAppendix A. If our stockholders approve the proposed common stock amendment or both the proposed common stock amendment and the proposed preferred stock amendment, we intend to file the certificate of amendment to our restated certificate of incorporation (with appropriate changes if our stockholders approve only the proposed common stock amendment) with the Delaware Secretary of State as soon as practicable following the annual meeting, and the amendment will be effective upon such filing. If our stockholders do not approve the proposed common stock amendment, we do not intend to file the certificate of amendment to our restated certificate of incorporation because, as discussed above, we do not expect any savings in 2017 or thereafter even if the proposed stock amendment were effected. However, if at any time prior to the effectiveness of the filing of amendment with the Delaware Secretary of State, our board of directors determines it would not be in the best interest of our company and our stockholders to file the amendment, in accordance with Delaware law and notwithstanding authorization of the proposed common stock amendment or the proposed preferred stock amendment or both by our stockholders, our board of directors may abandon the common stock amendment or the proposed preferred stock amendment or both without further action by our stockholders.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board of Directors

Our business affairs are managed by and under the direction of our board of directors. During 2016,2018, our board of directors held five meetings.eight meetings and acted by written consent three times. During 2016,2018, each director attended at least 75% of the aggregate of (i) the total number of board meetings held during such member’s service and (ii) the total number of meetings of committees of our board of directors on which he or she served, during the period of such member’s service. The schedule for regular meetings of our board of directors for each year is submitted and approved by theour board of directors in advance.

Our bylaws provide that the number of directors constituting the whole board of directors shall be determined by our board of directors from time to time. The number of directors as determined by our board of directors is currently six, and our board of directors currently consists of six members. Our restated certificate of incorporation provides for the annual election of all our directors. Vacancies on our board of directors (including vacancies created by an increase in the authorized number of directors) may be filled solely by our board of directors. A director appointed by our board of directors to fill a vacancy resulting from the death, resignation, disqualification or removal of a director would hold office for the remainder of the full term of the director whose death, resignation, disqualification or removal created such vacancy, and a director appointed by our board of directors to fill a vacancy resulting from an increase in the authorized number of directors would hold office until the next annual meeting of stockholders and, in each case, until such director’s successor is elected and qualified.

Director Independence

Our board of directors has determined that Mary Beth Lewis,Jeff Berg, Steve Mitgang, Tony UphoffRichard Simtob, Gregory Thomas and Paul Yanover are each “independent directors” under NYSE MKTAmerican rules. Under NYSE MKT rules, subject to a limited exception, a director who is, or during the past three years was, employed by a company, may not be determined to be an independent director of that company. Mr. Berg served as our chief executive officer from July 2012 until September 2014, and therefore may not be determined to be an independent director until September 2017.

Committees of the Board of Directors

Our board of directors currently has two standing committees: (i) audit and (ii) nominating and corporate governance/compensation. Our board of directors reviews the committees’ duties from time to time and may from time to time form new committees, revise a committee’s structure, or disband committees, depending on the circumstances.

Each committee of our board of directors meets as frequently and for such length of time as it deems necessary to carry out its assigned duties and responsibilities. In addition, the chairman of a committee may call a special meeting of that committee at any time if deemed advisable.

Audit Committee

We have a separately designated standing audit committee that operates under a written charter adopted by our board of directors. The audit committee held six meetings during 2016. The role of the audit committee is to oversee our accounting and financial reporting processes, including our internal control systems, and to oversee the audit of our financial statements. The responsibilities of the audit committee include the periodic review of our accounting and financial reporting and internal control policies and procedures, appointing and providing the compensation of the independent registered public accounting firm of certified public accountants to be retained as our independent auditors, reviewing the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure contained in our quarterly and annual reports filed with the SEC and reviewing our quarterly and audited annual financial statements. The audit committee held four meetings during 2018.

The audit committee is currently comprised of twothree non-employee directors: Ms. LewisMr. Thomas (chair), Mr. Berg and Mr. Uphoff,Simtob, each of whom our board of directors has determined is an independent director under the rules of the NYSE MKTAmerican and of the Securities Exchange Act.Act of 1934. Our board of directors has also determined that Ms. LewisMr. Thomas is an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K. Effective May 5, 2017, Mr. Mitgang will also serve on the audit committee. Our board of directors has determined that Mr. Mitgang is an independent director under the rules of the NYSE MKT and the Exchange Act.

Nominating and Corporate Governance/Compensation Committee

The nominating and corporate governance/compensation committee (the “NN&CG/C Committee”)Committee administers our benefit and equity incentive plans; determines the amount and form of compensation paid to our chief executive officer; reviews and administers all compensation arrangements for our other executive officers; establishes and oversees all of our general compensation policies and practices applicable to our directors, employees, consultants and advisors; and reviews and recommends to our board of directors the amount and form of compensation for members of our board of directors, including compensation for the chair, committee chairs and committee members. In addition, this committee identifies individuals qualified to serve on our board of directors; selects, or recommends that our board of directors select, nominees for election to our board of directors; and develops and implements policies and procedures that are intended to ensure that our board of directors will be appropriately constituted and organized to meet its fiduciary obligations to the Company and our stockholders. TheDuring 2018, the N&CG/C Committee held nine meetings during 2016.one meeting and acted by written consent once.

The N&CG/C Committee is currently comprised of three non-employee directors: Mr. Mitgang (chair), Mr. UphoffBerg and Mr. Yanover, each of whom our board of directors has determined is an independent director under NYSE MKTAmerican rules.

Committee Charters and Code of Ethics

Our board of directors has adopted charters for the audit and the N&CG/C Committee, which, among other things, outline the respective duties of the committees. Our board of directors has also adopted a code of conduct and ethics that applies to all our employees, officers and directors. Our code of conduct and ethics, our corporate governance guidelines and the charter of each active committee of our board of directors is available at www.buzztime.com/business/investor-relations/investors/ under the “Corporate Governance” heading. We intend to disclose any amendment to, or a waiver from, a provision of our code of conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of Regulation S-K by posting such information on that website. The information on our website is not incorporated by reference in this Proxy Statement.

Board Leadership Structure and Role in Risk Oversight

The current leadership structure of our board of directors is such that different individuals serve as the chairman of our board of directors and as our principal executive officer. The N&CG/C Committee believes this leadership structure is prudent at this time and provides appropriate segregation and independence that enhances the effectiveness of our board of directors as a whole. Our board of directors does not require that the roles of chairman and principal executive officer be held by different individuals, but our board of directors believes this leadership structure is the appropriate structure for our company at this time particularly in light of the leadership that our current chairman has demonstrated during his tenure as chairman. Our board of directors may choose its chair in any manner that it deems to be in the best interests of our company. For instance, from July 2012 through September 2014, whilecompany and our board of directors was searching for a qualified permanent chief executive officer, Mr. Berg, who has served as chairman of our board of directors since November 2008, also served as our chief executive officer.stockholders.

Our board of directors provides oversight to the management of our risk profile, including internal controls over financial reporting, cybersecurity risk, credit risk, interest rate risk, liquidity risk, operational risk, reputational risk and compliance risk. Our board of directors monitors and manages these risks through committees in conjunction with management, our independent registered public accounting firm, and other independent advisors. Our executive officers are assigned responsibility for the various categories of risk, with our chief executive officer being ultimately responsible to our board of directors for all risk categories. Our executive officers periodically report to and receive input from our board of directors and the audit committee regarding material risks we face and how we plan to respond to and mitigate these risks.

Director Nominations

Our N&CG/C Committee considers new candidates for our board of directors suggested by current members of our board of directors, management and stockholders. There are no differences in the manner in which N&CG/C Committee evaluates director nominees based on whether the nominee is recommended by a stockholder, or by current members of our board of directors, or by management. The N&CG/C Committee has established qualifications for directors, including the ability to apply fair and independent judgment in a business situation and the ability to represent the interests of all our stockholders and constituencies. A director also must be free of any conflicts of interest that would interfere with his or her loyalty to the Company or to our stockholders. In evaluating board candidates, the N&CG/C Committee considers the foregoing qualifications as well as several other factors, including the following:

Other than as described above, the N&CG/C Committee has not adopted any specific policy on the issue of considering diversity in identifying nominees for director.

Separately, ourOur bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to our board of directors at our annual meeting of stockholders. Such nominations may be made only if the stockholder has given timely written notice to our corporate secretary containing the information required by our bylaws. Our bylaws are available from our corporate secretary upon written request and under the “Corporate Governance” section of the “Investor Relations” section of our corporate website athttp://www.buzztimebusiness.com/www.buzztime.com/investors/investor-relations-corporate-governance/. To be timely, such notice must be received at our principal executive offices not earlier than the 120th day, nor later than the 90th day, prior to the first anniversary of the date of the preceding year’s proxy statement, except that if no annual meeting was held in the preceding year or the date of the annual meeting is advanced more than 30 days before or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, such notice must be delivered not later than the close of business on the later of the 90th day before the date of such annual meeting or the 10th day following the date on which public announcement of the date of such meeting is first made.

Other Matters

We have adopted a policy regarding attendance by members of our board of directors at our annual meeting of stockholders. Board members are strongly encouraged to attend the annual meeting. All nominees for election as directors who were then members of our board of directors attended our 20162018 annual meeting of stockholders. Although we encourage our directors to have a meaningful ownership stake in our company, we currently do not require our directors to own a minimum number of shares of our common stock.

Director Compensation

We compensate our non-employee directors for their service in such capacity with annual retainers and equity compensation as described below. Directors who are also our employees do not receive any additional compensation for their services as directors. We do not pay fees to any of our directors for meeting attendance. From time to time, a non-employee director provides us with consulting services, and we may compensate such director for such services. The N&CG/C Committee reviews our non-employee director compensation practices and policies at least annually and makes a recommendation to our board of directors as to the amount, form and terms of non-employee director compensation. Our board of directors, taking the N&CG/C Committee’s recommendation into consideration, sets the amount, form and terms of non-employee director compensation.

Annual Retainers

We pay our non-employee directors a $25,000 annual retainer for their services as directors. We pay the chairman of our board of directors, assuming she or he is a non-employee director, an additional $20,000 annual retainer for services in such capacity. We pay our non-employee directors an additional annual retainer for their service on board committees as set forth in the table below.

The annual retainers are paid quarterly in arrears and are paid no later than 30 days following the end of the applicable quarter. Beginning in 2017, eachEach non-employee director may elect that the retainer payment he or she is eligible to receive, or a portion of such retainer, be paid in the form of a restricted stock award under our Amended 2010 Performance Incentive Planequity incentive plan rather than cash. Such an election must be made during an open trading window under our insider trading policy and no later than the 15^thday of the last month of the quarter for which the retainer is to be paid. An election applies only to the quarter for which it is made. Once an election is made with respect to a quarter, it may not be withdrawn or substituted unless our board of directors determines, in its sole discretion, that the withdrawal or substitution is occasioned by an extraordinary or unanticipated event. Restricted stock awards will be made on the same date as a cash retainer payment would otherwise be paid, will vest in full on the date of grant, and the amount of shares subject to such award will equal the amount of the applicable cash retainer payment divided by the closing market price of our common stock on the last day of the applicable quarter.

Equity Compensation

We grant stock options to our non-employee directors upon the commencement of their service as a director and upon their re-election to our board of directors. The stock options are granted under our Amended 2010 Performance Incentive Plan.stockholder-approved equity incentive plan.

Inconnection with the commencement of a newnon-employee director’s term of service, we grant to such new director astock option to purchase 600 shares of our common stock.These stock options have an exercise price equal to the closing market price of our common stock on the date of grant, and are fully vested and exercisable on the date of grant as to 50% of the shares and the remaining 50% of the shares vest and become exercisable, subject to the director’s continued serviceon our board of directors, in 12 equal monthly installments beginning in the month immediately following the date of grant.

Eachnon-employeedirector who is re-elected for an additional term of service on our board of directors is automatically granteda stock option to purchase 400 shares of our common stock on the date of our annual stockholder meeting. These stock options have an exercise price equal to the closing market price of our common stock on the date of grant and vest and become exercisable, subject to the director’s continued service on our board of directors, in 12 equal monthly installments thereafter.

The stock options described above expire on the earlier of 10 years from the date of grant or 90 days from the date the directorceasesto serve on our board of directors. In the event of a change in control, as defined inthe Amended2010Performance Incentive Plan, the N&CG/C Committee may in its discretion determine that these stock options vest and become fully exercisable as of immediately before such change in control.

20162018 Director Compensation

The following table sets forth the compensation of each director, who is not a named executive officer, for service during 2016.2018. This table excludes Mr. Krishnan, who is a named executive officer and does not receive any compensation from us for his service as a director. See the section below entitled “Executive Officer Compensation” for information about Mr. Krishnan’s compensation.

(1) The amounts reported in this column represent the sum of the cash retainer payment. No restricted stock awards were issued in lieu of a portion of the cash retainer payment.

(2) The amounts reported in this column represent the aggregate grant date fair value of stock options granted during 2018. These amounts were calculated in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, except that any estimate of forfeitures was disregarded. For a description of the assumptions used in computing the dollar amount recognized for financial statement reporting purposes, see Note 9, Stockholders’ Equity, in the Notes to the Consolidated Financial Statements contained in our Annual Report on Form 10-K filed with the SEC on March 22, 2019. As of December 31, 2018, our non-employee directors had options outstanding to purchase the following number of shares of our common stock:

EXECUTIVE OFFICERS

The following table sets forth certain information regarding our executive officers as of April 28, 2017:26, 2019:

The following biographical information is furnished with respect toRam Krishnan has served as our chief executive officers other than Mr. Krishnan. For biographical information related toofficer and as a member of our board of directors since September 2014. Information regarding Mr. Krishnan please seecan be found under “PROPOSAL 1—ELECTION OF DIRECTORS—Nominees for Election” above.

Allen Wolff was appointed as our chief financial officer and executive vice president in January 2016 and has served as chief financial officer since December 2014.From July 2013 until December 2014, Mr. Wolff served as the chief financial strategist of PlumDiggity, a privately-heldfinancial and marketing strategy firm that he co-founded. From October 2012 to July 2013, Mr. Wolff served as the chief financial officer of 365 RetailMarkets, a privately-held company in the self-checkout point of sale technology industry, where he also served on its board of directors during such period. From July 2011 to April 2013,simultaneouswith his role at 365 Retail Markets, Mr. Wolff held the leadership role of “Game Changer” at Crowdrise, an online fundraising platform company. Mr. Wolff joined Crowdrise after serving as the chief operating officer and chief financial officer from January 2011 to July 2011 of RetailCapital, LLC, a small business specialty finance company. Prior to Retail Capital, Mr. Wolff co-founded PaySimple in January 2006 and held various roles including president, chief financial officer, executive vice president and director, departingfrom 2006 until he left the company in January 2011. From September 1998 until August 2012, Mr. Wolff was a principal for a casual dining restaurant. Mr. Wolff holds a B.A. from the University of Michigan and an MBA, from the University of Maryland, R.H. Smith School of Business.

Dave Miller was appointed as our senior vice president of marketing in May 2016.Before joining us, Mr. Miller served as vice president of digital marketing at Warner Bros. Interactive Entertainment, a motion picture and television media company. Mr. Miller holds a B.S. from California Polytechnic State University, San Luis Obispo, and an MBA from the University of California, Los Angeles.

Sandra Gurrola was appointed as our vice president of finance in September 2014, and from November 2009 through September 2014, Ms. Gurrola served in various leadership accounting roles including director of accounting, director of financial reporting and compliance, and controller.From July 2007 until April 2009, Ms. Gurrola served as senior manager of financial reporting for Metabasis Therapeutics, Inc., a biotechnology company, and served as a consultant to Metabasis from September 2009 to November 2009. Ms. Gurrola holds a B.A. in English from San Diego State University.

EXECUTIVE OFFICER COMPENSATION

Compensation Processes and Procedures

The N&CG/C Committee is responsible for determining the amount and form of compensation paid to our executive officers, including our chief executive officer, reviewing and approving all compensation arrangements for our other executive officers, administering our benefit and equity incentive plans and providing guidance over our organizational structure.officer. Our chief executive officer presents compensation recommendations to the N&CG/C Committee with respect to the executive officers who report to him. The N&CG/C Committee may accept or adjust such recommendations. The N&CG/C Committee is solely responsible for determining the compensation of our chief executive officer’s compensation while ourofficers. Our full board of directors participates in evaluating the performance of our executive officers, except that Mr. Krishnan, our chief executive officer.officer and a member of our board of directors, does not participate when our board of directors evaluates his performance and he is not present during voting or deliberations regarding his performance or compensation matters.

When hiringdetermining executive officers, we evaluateofficer compensation, rates by externally comparing viable candidates and referencing current public salarythe various components that comprise it, the N&CG/C Committee evaluates and considers publicly available executive officer compensation survey data, to determine thepresent a competitive compensation package to attract and retain top talent, including an appropriate level of salary, performance-based bonus, and/or equity incentives to present a competitive compensation package in order to attract and retain top talent.incentives. Typically, we evaluatethe N&CG/C Committee evaluates between three and five different sources of compensation data to provide relevant market benchmark data for a given executive role. Additionally, the N&CG/C Committee is authorized to engage outside advisors and experts to assist and advise the N&CG/C Committee on matters relating to executive compensation. The N&CG/C Committee did not engage any outside advisors or experts to assist or advise the N&CG/C Committee on any matters relating to executive compensation during 20162018 or the hiring of any executive officers.

Our Named Executive Officers

Under applicable SEC rules and regulations, all individuals who served as our principal executive officer during 2016 and2018, our two most highly compensated executive officers (other than our principal executive officer) who were serving as executive officers at the end of 20162018, and up to two additional individuals who would have been one of our top two most highly compensated executive officer had they been serving as an executive officer at the end of 2018 are referred to as our “named executive officers.” Our named executive officers for 20162018 were:

20162018 Named Executive Officers Compensation Overview

During 2016,2018, our named executive officers received an annual base salary and they earned performance-basedsalary. As discussed below, there was no incentive bonuses. Mr. Krishnan and Mr. Miller were also each granted a stock option.compensation awarded to our named executive officers for 2018. None of our named executive officers receive or are eligible for any perquisites or benefits, other than benefits that are available to our other full-time employees. The employment of each of our named executive officers is at-will. We do not haveDuring 2018, we had written employment agreements with any of our named executive officers other than with Mr. Krishnan.Krishnan and Mr. Wolff. Each of the components of our 20162018 executive compensation program is discussed below under the Summary Compensation Table.

Summary Compensation Table

The following table sets forth information concerning compensation during the years ended December 31, 20162018 and 20152017 awarded to, earned by or paid to our named executive officers.

Salaries.Each of our named executive officers receives a base salary. The base salary is the fixed cash compensation component of our executive compensation program and it recognizes individual performance, time in role, scope of responsibility, leadership skills and experience. The base salary compensates an executive for performing his or her job responsibilities on a day-to-day basis. Generally, base salaries are reviewed annually company-wide and adjusted (upward or downward) when appropriate based upon individual performance, expanded duties, changes in the competitive marketplace and, with respect to upward adjustments, if the Company is,we are, financially and otherwise, able to pay it. We try to offer competitive base salaries to help attract and retain executive talent.

Option Awards. During 2016, in accordance with the terms of his employment agreement, we granted Mr. Krishnan a stock option to purchase shares of our common stock, and in connection with his hiring, we granted Mr. Miller a stock option to purchase shares of our common stock, each of which has an exercise price equal to the closing price of our common stock on the date of grant and which vests over a four-year period subject to continued employment through each vesting date. The stock options are designed to drive long-term company performance, provide a means for retaining executives through long-term vesting, and align the interests of the executives with the interests of stockholders through stock-based incentives. The stock options are also designed to motivate an executive to remain with the Company, to achieve strong long-term operational performance, and to increase stockholder value. For more information regarding the stock options awarded to the named executive officers during 2016, see the “Outstanding Equity Awards at Fiscal Year-End” table, below.

Non-Equity Incentive Plan Compensation. In February 2016,2018, the N&CG/C Committee determined not to adopt an executive incentive plan for 2018. Instead, our management team, including our named executive officers, were eligible to receive a spot bonus in an amount to would be determined by our board of directors (or the N&CG/C Committee) in its sole discretion. Our board of directors determined not to award a spot bonus to any of our named executive officers for 2018 in order to invest any amounts that would have otherwise been paid in strategic initiatives.

For 2019, the N&CG/C Committee approved the NTN Buzztime, Inc. Executive Incentive Plan for Eligible Employees of NTN Buzztime, Inc. Fiscal Year 2016. In March 2017, the N&CG/C Committee approved an amendment to the plan to permit2019 (the “2019 Incentive Plan”). The 2019 Incentive Plan permits the payout of any incentive compensation earned under the plan to be paid, at the discretion and in the sole determination of the N&CG/C Committee, either in (i) cash, (ii) shares of our common stock issued under the NTN Buzztime, Inc. Amended 2010 Performance Incentive Plan or any successor long-term incentive plan, or (iii) any combination of (i) and (ii). Before the amendment was approved, any such payout was required to be paid in cash. If incentive compensation is paid in shares, the number of shares issued is determined by dividing the amount earned by the closing stock price of our common stock on the date on which the N&CG/C Committee approves the amount of incentive compensation earned. We refer to the NTN Buzztime, Inc. Executive Incentive Plan for Eligible Employees of NTN Buzztime, Inc. Fiscal Year 2016, as amended, as the “2016 Incentive Plan.”

Participants in the 20162019 Incentive Plan earn incentive compensation based on the level of achievement of the following performance measures:

¹EBITDA is a non-GAAP financial measure within the meaning of Regulation G. Schedule 1 to this Proxy Statement includes a reconciliation of EBITDA to the most directly comparable financial measure prepared in accordance with GAAP.

Each named executive officer participated in the 20162019 Incentive Plan and, as did all other participants, hadparticipant will have a target payout amount, based on a percentage of his or her annual base salary (excluding benefits) as of December 31, 2016,2019, that wasis assigned according to such named executive officer’sparticipant’s position and job level. The target payout amounts for the named executive officers for 2016,2019, assuming all performance measures wereare achieved at a rate of 100%, were:are:

The N&CG/C Committee determines the extent to which the performance measures are achieved. Taking into account our financial results and performance during 2015, our board of directors approved an EBITDA target of $650,000 and targeted non-hardware revenue growth of 5% for 2016. For 2016, our EBITDA was $578,000 and our revenue growth was 3.6%. The N&CG/C Committee determined that the strategic milestones were met at 50% of target. The 2016 performance resulted in a combined payout at 69.5% of the target payment amount for each named executive officer, which amounts are reflected under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table, above. To conserve cash, as indicated in the Summary Compensation Table, the N&CG/C Committee paid the incentive compensation earned by Mr. Krishnan and Mr. Wolff in shares of our common stock.

As previously reported, in March 2017, the N&CG/C Committee adopted the NTN Buzztime, Inc. Executive Incentive Plan for Eligible Employees of NTN Buzztime, Inc. Fiscal Year 2017. Eligible participants include each of our named executive officers. The terms of this plan, including the performance measures and the target payouts of our named executive officers, are similar to the terms of the 2016 Incentive Plan, except that the weight allocated to targeted EBITDA will be 20%, to targeted revenue growth will be 40%, and to achievement of strategic milestones will be 40%. The weighting among the three performance measures was adjusted from the prior year to better align with our company’s objectives during 2017.

Employment Agreements

We do not haveDuring 2018, we had written employment agreements with anyMr. Krishnan and Mr. Wolff. As previously reported, in March 2018, we entered into an amendment to the employment agreement dated August 21, 2014 that we entered into with our chief executive officer, Mr. Ram Krishnan, and we entered into an employment agreement with our chief financial officer, Mr. Allen Wolff. The following is a summary of our named executive officers other than with Mr. Krishnan. Under the material terms of hisMr. Krishnan’s employment agreement, as amended, and of Mr. Wolff’s employment agreement.

Base Salary. Messrs. Krishnan’s and Wolff’s base salary will be $350,000 and $265,000, respectively, for 2019, and 2020, the same amounts as in 2017 and 2018.

Incentive Bonus. Each of Messrs. Krishnan isand Mr. Wolff are eligible to receive an annual incentive bonus based on the achievement of performance objectives. For 2015, he was eligiblein an amount to receive an annual incentive bonus of 50% of his annual base salary, $75,000 of which was guaranteed. For 2016, his target potential annual incentive bonus increased to up to 75% of his annual base salary, and the guaranteed portion decreased to $50,000. For 2017 and thereafter, the amount of the annual incentive bonus he is eligible to receive will be determined by our board of directors or the(or its N&CG/C Committee. The N&CG/C Committee establishes the performance objectives for each year and, other than the guaranteed portions for 2015 and 2016, it determines,Committee) in its sole discretion, the amount of the incentive bonus payout, if any, based on the achievement of performance objectives established by our board of directors (or its N&CG/C Committee). Messrs. Krishnan’s and Wolff’s target potential incentive bonus amount for 2019 and 2020 will be 75% and 50% of their respective base salary, respectively, the same target amounts as in 2017 and 2018. Their performance objectives are anticipated to fall into three categories: strategic, financial and operational. The incentive bonus will not be deemed earned and will not be paid unless the executive is employed by us on the applicable performance objectives. For 2016,payment date. In lieu of the performance objectivesforegoing bonus arrangement, if our chief executive officer and chief financial officer and the N&CG/C Committee agree, our management team, including these executives, will instead be eligible to receive a spot bonus in an amount to be determined by our board of directors (or its N&CG/C Committee) in its sole discretion, which was the case for Mr. Krishnan’s incentive bonus were the ones established for the 2016 Incentive Plan. See “—Summary Compensation Table—Non-Equity Incentive Plan Compensation,” above.2018.

Equity Grants. Under the terms of their employment agreements, in March 2018, Messrs. Krishnan and Wolff were each granted a stock unit award of 25,000 and 15,000 shares of our common stock, respectively. The awards were made under, and are subject to, our Amended 2010 Performance Incentive Plan, and vest as to 16.67% of the shares subject to the award on the 6 month anniversary of the grant date and the remaining 83.33% of the shares vest in 30 substantially equal monthly installments beginning on the 7-month anniversary of the grant date, in each case, subject to the executive’s continued service to us as of the applicable vesting date.

Termination of Employment and Change-in-Control Arrangements

Mr. Krishnan’sEach of the employment agreement of Messrs. Krishnan and Wolff provides for certain benefits upon termination of employment under specified circumstances. If histhe executive’s employment is terminated by us or by him,the executive, we will pay him any accrued and unpaid base salary and reimburse him for expenses incurred through the date of termination of employment. We refer to the foregoing as the “accrued obligations.” In addition to the accrued obligations, if histhe executive’s employment with us is terminated by us without cause or he resignsby the executive for good reason, subject to the executive delivering to us a general release of claims in our favor, we will pay him over a six-month period,as severance an amount equal to nine months, with respect to Mr. Krishnan, and six months’ salary based offmonths, with respect to Mr. Wolff, of his then current base salary rate in effect on the date his employment terminates, payable in substantially equal installments on a bi-weekly basis over nine or six months, as applicable, and provided that he timely elects continued insurance coverage pursuant to COBRA, we will reimburse him for a period of nine months, with respect to Mr. Krishnan, and six months, with respect to Mr. Wolff, an amount equal to the difference between the amount of the COBRA premiums he actually paid by him each such month and the amount of the most recent premium he paid by him immediately prior to the date his employment terminatedterminates for company-offered health insurance benefits that we offered. Further, if hisbenefits. Mr. Krishnan’s employment is terminated without cause or he resigns for good reason, in each case, withinagreement, before it was amended, had the same severance arrangement, except the severance pay was six months prior to or within six months following the effective date of a change in control, we will pay him the incentive bonus that has been earned and not previously paid. Other than the accrued obligations, the other payments and benefits to which Mr. Krishnan may be entitled that are described above are subject to his delivery to us of an executed release of claims in our favorbase salary and the same becoming effective and not revoked. For information regarding the vesting of stock options granted to Mr. Krishnan inreimbursement benefit was for six-months.

In the event of a change in control see “—Outstanding Equity Awards at Fiscal Year-End,” below.and if the executive is employed by us through the effective date of the change in control, then 100% of the then unvested portion of the stock units and stock options we granted to each of Messrs. Krishnan and Wolff then outstanding will vest and, as applicable, become exercisable as of immediately before such effective date.

Other than Mr. Krishnan’sour employment agreement,agreements with Messrs. Krishnan and Wolff and the agreements that govern their equity awards, we do not have any contract, agreement, plan or arrangement, whether written or unwritten, that provides for payment to a named executive officer at, following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control or a change in the named executive officer’s responsibilities following a change in control.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning equity awards held by the named executive officers that were outstanding as of December 31, 2016:2018:

2018 Outstanding Equity Awards at Fiscal Year-End

We account for stock-based payments including equity awards under our equity incentive plans in accordance with the requirements of FASB ASC No. 718, Compensation – Stock Compensation. UnderFor a discussion regarding the termseffect of his employment agreement, if a change in control occurson certain equity awards held by Messrs. Krishnan and there is no assumption or continuationWolff, see “Termination of the options granted to Mr. Krishnan in 2014, 2015Employment and 2016 that are then outstanding, and if he is employed by us through the effective date of the change in control, 50% of the then unvested portion of such options (or 100%, if his employment is terminated without cause or he resigns for good reason, in each case, within six months prior to or within six months following the effective date of a change in control) will vest and become exercisable as of immediately before such change in control.Change-in-Control Arrangements,” above.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number and percentage ownership of common stock as of March 31, 20172019 by:

Except as otherwise indicated in the footnotes to the table below: (i) each of the persons named has sole voting and investment power with respect to the shares of common stock shown, subject to applicable community property and similar laws; and (ii) the address for each director and named executive officer is c/o NTN Buzztime, Inc., 2231 Rutherford Road,1800 Aston Avenue, Suite 200,100, Carlsbad, California 92008.

Mr. Berg is the managing member of BFK. BFK is the general partner of Matador. Each of BFK and Mr. Berg disclaims beneficial ownership in shares of common stock beneficially owned by the other party or by Matador except to the extent of its or his pecuniary interest therein. The address for each of BFK, Mr. Berg and Matador is 603 N. Indian River Dr., Ste. 300, Ft. Pierce, FL 34950.

The following table sets forth the number and percentage ownership of Series A stock as of March 31, 2017 by all persons known to us to be the beneficial owner of more than 5% of such stock. None of our directors or executive officers beneficially own any shares of Series A stock. As of March 31, 2017, there were 156,112 shares of Series A stock outstanding. There are no options, warrants, or other instruments exercisable for or convertible into shares of Series A stock.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of December 31, 2016 regarding our compensation plans authorizing us to issue equity securities and the number of securities.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since January 1, 2015,2017, there has not been nor are there currently proposed any transactions or series of similar transactions to which we were or are to be a party in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years (which was $165,520)$157,170) and in which any director, executive officer, holder of more than 5% of our common stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

Company Policy Regarding Related Party Transactions

Pursuant to its charter, our audit committee has the responsibility to review, approve and oversee any transaction between the Company and a related person (as defined in Item 404 of Regulation S-K) and to develop policies and procedures for the committee’s approval of such transactions.

Indemnity Agreements

We have entered into indemnity agreements with each of our directors and executive officers. The indemnity agreements provide that we will indemnify these individuals under certain circumstances against certain liabilities and expenses they may incur in their capacities as our directors or officers. We believe that the use of such indemnity agreements is customary and that the terms of the indemnity agreements are reasonable and fair to us, and are in our best interests to attract and retain experienced directors and officers.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and officers and persons who own more than 10% of our common stock to file reports of securities ownership and changes in such ownership with the SEC. Officers, directors and greater than 10% stockholders also are required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) reports they file. Based solely upon a review of the copies of Section 16(a) reports furnished to us from such persons for their 20162018 transactions and on the written representations that no Forms 5 were required, all reports required by Section 16(a) to be filed during 20162018 were filed on a timely basis except for one report covering one transaction for Mr. Berg and one report covering one transaction for Mr. Miller.basis.

AUDIT COMMITTEE REPORT

The audit committee operates pursuant to a written charter adopted by our board of directors and reviewed by the audit committee annually. As set forth in its charter, the purpose of the audit committee is to oversee our accounting and financial reporting processes and oversee the audits of our financial statements. The responsibilities of the audit committee include appointing, providing for the compensation of, retaining, evaluating and overseeing the work of our independent registered public accounting firm. Each of the members of the audit committee is an independent director under the NYSE MKTAmerican and SEC audit committee structure and membership requirements.rules.

Our management is primarily responsible for the preparation, presentation and integrity of our financial statements, our accounting and financial reporting principles, and internal controls designed to assure compliance with accounting standards and applicable laws and regulations. Our independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with generally accepted accounting principles.

In the performance of its oversight function and in connection with the audited financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2018, the audit committee:

Audit Committee of the Board

Mary Beth Lewis (Chairperson)Gregory Thomas (Chairman)

Jeff Berg

Tony UphoffRichard Simtob

Notwithstanding anything to the contrary set forth in any our filings and other documents that might incorporate by reference this Proxy Statement, in whole or in part, the foregoing report of the audit committee shall not be incorporated by reference into any such filings or documents.

PRINCIPAL ACCOUNTING FIRM FEES

The following table presents fees for professional audit services rendered by Squar Milner LLP for the audit of our annual financial statements for the years ended December 31, 20162018 and 20152017 and for fees billed during the years ended December 31, 20162018 and 20152017 for other services.

Audit Committee Pre-Approval Policies and Procedures

The audit committee has adopted a policy whereby all engagements of our independent auditor must be pre-approved by the audit committee. The audit committee has delegated to its chairman the authority to evaluate and approve engagements on behalf of the committee in the event that a need arises for pre-approval between committee meetings. If the chairman approves any such engagements, the chairman reports that approval to the full committee at the next committee meeting.

All audit and permitted non-audit and tax services must be pre-approved by the audit committee except for certain services other than audit, review or attest services that meet the “de minimis exception” under 17 CFR Section 210.2-01, namely:

During fiscal years 20162018 and 2015,2017, there were no such services that were performed pursuant to the “de minimis exception.”

COMMUNICATIONS WITH DIRECTORS

Stockholders may communicate directly with our board of directors or an individual director in writing by sending a letter to our board of directors or an individual director c/o our corporate secretary at: NTN Buzztime, Inc., Corporate Secretary c/o Board of Directors, 2231 Rutherford Road,1800 Aston Avenue, Suite 200,100, Carlsbad, California 92008. In general, our corporate secretary will promptly forward the communication to the chairman of our board of directors or the director identified in the communication. However, we reserve the right not to forward any abusive, threatening or otherwise inappropriate materials.

STOCKHOLDER PROPOSALS FOR 20182020 ANNUAL MEETING

Stockholder proposals to be included in our proxy statement relating to our 20182020 annual meeting of stockholders must be received at our principal executive offices by December 29, 2017,28, 2019, which is 120 days before the first anniversary of the date this Proxy Statement was released to stockholders. In addition, to be included in our proxy statement for our 20182020 annual meeting, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934 and the requirements of our bylaws.

Our bylaws provide that in order for a matter of business to be brought before our 20182020 annual meeting of stockholders by a stockholder without including the matter in our proxy statement relating to such meeting, a stockholder’s notice thereof must be delivered to or mailed and received at our principal executive offices no earlier than December 29, 201728, 2019 and not later than January 28, 2018,27, 2020, which dates are 120 days and 90 days, respectively, in advance of the anniversary of the date of this Proxy Statement. Our bylaws also provide the information that must be set forth in such stockholder notice. Our bylaws also provide that in the event that no annual meeting was held in the previous year or the date of the annual meeting is advanced by more than 30 days or delayed by more than 30 days after the anniversary of the previous year’s annual meeting, this advance notice must be received no later than the close of business on the later of the 90^th day before such annual meeting or the 10^th day following the day on which public announcement of the date of such meeting is first made.

Stockholders are advised to review applicable SEC rules and our bylaws, which contain additional requirements with respect to submitting stockholder proposals. Our bylaws are available from our corporate secretary upon written request and under the “Corporate Governance” section of the “Investor Relations” section of our corporate website athttp://www.buzztimebusiness.com/www.buzztime.com//investors/investor-relations-corporate-governance/.

ELIMINATING DUPLICATIVE PROXY MATERIALS

We have adopted an SEC-approved procedure called “householding.” This procedure potentially means extra convenience for stockholders and cost savings for companies. Under this procedure, we send only one copy of the Notice of Internet Availability of Proxy Materials, and if applicable, Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report, to stockholders of record who share the same address and last name, unless one of those stockholders notifies us that the stockholder would like a separate copy of such documents. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of the Notice of Internet Availability of Proxy Materials, and if applicable, Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report, from the other stockholder(s) sharing your address, please direct your written request to NTN Buzztime, Inc., Attention: Corporate Secretary, 2231 Rutherford Road,1800 Aston Avenue, Suite 200,100, Carlsbad, California 92008 or contact us by phone at (760) 438-7400. We undertake to deliver promptly, upon any such oral or written request, a separate copy of the Notice of Internet Availability of Proxy Materials, and if applicable, Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report, to a stockholder at a shared address to which a single copy of these documents was delivered. Similarly, if stockholders of record sharing the same address are receiving multiple copies of the Notice of Internet Availability of Proxy Materials, or if applicable, Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report, and such stockholders would like a single copy to be delivered to them in the future, such stockholders may make such a request by contacting us by the means described above.

If you wish to update your participation in householding and you are a beneficial owner who holds shares in “street name” with a broker, bank or other nominee, you may contact your broker, bank, or other nominee or our mailing agent, Broadridge Investor Communications Solutions, at 800-542-1061.

ANNUAL REPORT ON FORM 10-K

At your request, we will furnish, without charge, a complete copy of our Annual Report on Form 10-K (other than exhibits) for our fiscal year ended December 31, 2016.2018. We will furnish any exhibit to our Annual Report on Form 10-K upon the payment of a fee to cover our reasonable expenses in furnishing such exhibit. Written requests for our Annual Report on Form 10-K should be directed to NTN Buzztime, Inc., Attention: Corporate Secretary, 2231 Rutherford Road,1800 Aston Avenue, Suite 200,100, Carlsbad, California 92008.

OTHER MATTERS

As of the time of preparation of this Proxy Statement, we do not know of any matter to be acted upon at the Annual Meeting other than the matters described above. If any other matter properly comes before the Annual Meeting, however, the proxy holders will vote the proxies thereon in accordance with the recommendation of our board of directors.

EXHIBIT A

 NTN BUZZTIME, INC.

Appendix A

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
NTN BUZZTIME, INC.

Any question as to the existence of the Participant’s physical or mental incapacitation as to which the Participant or Participant’s representative and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company. The physician’s determination of Disability shall be made in writing to the Company and the determination shall be final and conclusive for all purposes of the Participant’s Awards.

NTN Buzztime, Inc. (the “Corporation”), a corporation organized and existing