Ms. Kleinhammer is not related by blood, marriage, or adoption to any other director or executive officer. The biography of Ms. Kleinhammer is presented in connection with “Corporate Governance” beginning on page 7 of this Proxy Statement. 

EXECUTIVE COMPENSATION

Compensation Philosophy and Objectives

Our compensation programs are designed to motivate our employees to work toward achievement of our corporate mission to create sustained stockholder value by generating attractive returns when measured over the long term. In order to achieve our key business and strategic goals, we must be able to attract, retain, and motivate quality employees in an exceptionally competitive environment. Our industries are highly regulated, scrutinized, and dynamic and, as a result, we require employees that are highly educated, dedicated, and experienced. The primary objectives of our executive compensation program are to:

Summary Compensation Table

The following table sets forth the cash and other compensation that we paid to the named executive officers (“NEOs”) below or that was otherwise earned by such NEOs for their services in all capacities for the two fiscal years ended December 31st.

Employment Agreements

ThereAs described above, there is one employment agreement currently in place with ana Company NEO, the employment agreement with Steven L. Kiel, previously reported in our Current Report on Form 8-K filed with the SEC on January 26, 2017.Alea Kleinhammer.

DIRECTOR COMPENSATION

The following table sets forth the cash and other compensation paid by the Company to the non-employee members of the Board for all services in all capacities during 2017.2019.

Summary Director Compensation Table

Directors receivePrior to August 8, 2019, directors received $1,000 for each board and committee meeting attended up(up to $10,000 annually.annually). For all board and committee meetings subsequent to August 8, 2019, the Board of Directors is compensated through annual Company stock awards issued in accordance with the approved Equity Compensation Plan.  

There were noEQUITY COMPENSATION PLAN INFORMATION

The following table sets forth the indicated information as of January 31, 2020, with respect to our equity compensation plan(s):

Our equity compensation plans currently consist solely of the Enterprise Diversified, Inc. 2020 Equity Incentive Plans, Non-Equity Incentive Plans,Plan (the “Plan”), which was not approved by our stockholders. The Plan was adopted by the Company’s Board and made effective on January 31, 2020, with the stated intent of promoting the long-term financial success of the Company by providing a means to retain, reward, attract, incentivize, and further align the interests of current and potential Company employees, executives, and directors with those of the Company’s other shareholders through the ownership of additional common stock of the Company. Awards that may be granted under the Plan include: (a) Common Stock, (b) Restricted Stock, and (c) Restricted Stock Units.

The Plan is intended to be administered by the Company’s Governance, Compensation, and Nominating Committee of the Board (the “Committee”), or in the Board’s discretion, by the Board as a whole. The total share reserve under the Plan may not exceed 70,000 shares of Common Stock. Subject to the Committee’s discretion, all present and future management-level employees, officers, and directors of the Company or any Affiliate (whether currently existing or later created or acquired) shall be eligible to receive awards under the Plan. Awards made under the Plan may be of restricted or unrestricted Common Stock, Awardssubject to the restrictions placed by the Federal Securities Laws. Any restrictions on any awards made under the Plan shall automatically expire immediately upon a change in control (as defined below and under the Plan).

Administration of the Plan includes the discretion to, among other powers: (a) determine the number of shares of Common Stock, if any, to be made subject to each award made under the Plan; (b) prescribe the terms and conditions of each award made under the Plan; (c) amend any outstanding awards made under the Plan, including for the years ended December 31, 2017purpose of modifying the time or manner of vesting, or the term of any outstanding awards made under the Plan; (d) make decisions with respect to outstanding awards made under the Plan that may become necessary upon a change in corporate control or an event that triggers anti-dilution adjustments; and 2016.  (e) exercise discretion to make any and all other determinations necessary or advisable for the administration of the Plan.

There were no outstandingA “Change in Control” under the Plan means, unless otherwise determined by the Committee in an applicable agreement: (i) any one person, or more than one person acting as a group other than the Company, or any employee benefit plan sponsored by the Company, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 70% of the total fair market value or total Voting Power of the stock of the Company; or (ii) any one person, or more than one person acting as a group other than the Company, or any employee benefit plan sponsored by the Company, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 70% or more of the total Voting Power of the stock of the Company; or (iii) a majority of members of the Board of Directors is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of each appointment or election; or (iv) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 70% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For purposes of subsection (iv), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. The foregoing subsections (i) through (iv) shall be interpreted in a manner that is consistent with the Treasury Regulations promulgated pursuant to section 409A of the Code so that all, and only, such transactions or events that could qualify as a “change-in-control event” within the meaning of Treasury Regulation §1.409A-3(i)(5)(i) will be deemed to be a Change in Control for purposes of the Plan.

The Board may amend the Plan at any time and at its discretion. The Company may cancel any award made under the Plan, require reimbursement of any award by a Plan participant, and effect any other right of recoupment of equity awards asor other compensation provided under the Plan in accordance with any Company policies that may be adopted and/or modified from time to time. Unless earlier terminated by the Board, the Plan shall terminate automatically on the date that the Company has issued shares of December 31, 2017. Common Stock under the Plan equal in number to the total share reserve of 70,000 shares of Common Stock. The Plan is governed by the laws of the State of Nevada.

DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEREPORTS

Section 16(a) Beneficial Ownership Reporting Compliance Pursuant to Section 16(a) of the Exchange Act, and the rules issued there under,thereunder, our directors and executive officers are required to file with the Securities and Exchange Commission and the National Association of Securities Dealers, Inc. ownership and changes in ownership of common stock and other equity securities of the Company. Copies of such reports are required to be furnished to us. Based solely on a review of the copies of such reports furnished to us, or written representations that no other reports were required, we believe that, during our fiscal year ended December 31, 20172019, all of our executive officers and directors complied with the requirements of Section 16 (a)16(a).

RELATED-PERSON TRANSACTIONS

Former CEOThe written charter of the Audit Committee authorizes the Audit Committee to review and approve all related-party transactions to which the Company may be a party prior to their implementation to assess whether such transactions meet applicable legal requirements. In reviewing related-party transactions, the Audit Committee reviews the benefits of the transactions, terms of the transactions, and the terms available from unrelated third parties, as applicable. The Audit Committee reviews, at least on an annual basis, the expense reimbursements of officers and directors.

AsWillow Oak Capital Management, LLC

On August 1, 2018, Willow Oak, through a wholly owned Company subsidiary, Willow Oak Capital Management, LLC (“Willow Oak Capital Management”), launched a newly organized private investment partnership, Willow Oak Select Fund, LP (“Select Fund”). Willow Oak Capital Management served as the general partner of Select Fund. During the year ended December 31, 2015,2018, Willow Oak Capital Management entered into fee share arrangements related to the Select Fund initiative with each of the following related-party funds or managers: (i) Steven Kiel, a director of the Company, previously purportedpursuant to lease its office building in Lynchburg, Virginia, from the Former CEOa fee share agreement dated June 25, 2018; (ii) JDP Capital Management, LLC, pursuant to a fee share agreement dated June 15, 2018 (the counterparty was affiliated with Jeremy Deal, a director of the Company. Public records indicate thatCompany); and (iii) Coolidge Capital Management, LLC, pursuant to a fee share agreement dated June 25, 2018 (the counterparty was affiliated with Keith Smith, a director of the owner of this property from at least January 1, 2014, through December 31, 2015, was the Former CEO’s ex-wife. The Company has filed a lawsuit against the Former CEO in order to recover, among other amounts, the payments made to the Former CEO. Additional information on this lawsuit can be found in Note 10. The Company vacated the building as of January 15, 2016.

The Company also leased a storage facility in Salem, Virginia, from the Former CEO. The Company is attempting to recover the payments made to the Former CEO related to this facility. The lease was notCompany). These related-party transactions were considered and approved by the process required byAudit Committee of the Company’s CodeBoard of Ethics. The Former CEO has refused to provide access toDirectors of the storage facility toCompany, acting unanimously, on May 19, 2018. However, Select Fund ultimately dissolved in June 2019 so that other joint ventures and partnerships could be pursued, and these related-party arrangements terminated accordingly. During the management and has not returned Company-owned equipment located at the storage facility. The value of this equipment is also included in the lawsuit.

The Company paid a total of $56,100 in rent to the Former CEO related to the office building in Lynchburg, Virginia, and the storage facility in Salem, Virginia, for the yearyears ended December 31, 2015. The Former CEO created several land trusts2019, and designated2018, the Company as the trustee. The Former CEOearned $1,521 and the Company believes, the Former CFO placed personally owned properties within these land trusts. This activity was not approved by the process required by the Company’s Code$610, respectively, of Ethics. This activity is the subject of litigation involving the Former CEO. Additional information can be found in Note 10.revenue through this Select Fund arrangement.

Bonhoeffer Fund, LP

The Company’s subsidiary, Willow Oak Asset Management, LLC, signed a fee share agreement on June 13, 2017, with Coolidge Capital Management, LLC (“Coolidge”), whose sole member is Keith D. Smith, also a Sitestaran ENDI director. Under the agreement, Willow Oak and Coolidge areis the sole membersmember of Bonhoeffer Capital Management, LLC, the general partner to Bonhoeffer Fund, LP, a private investment partnership. Under their agreement, Willow Oak pays all start-up and operating expenses that are not partnership expenses under the limited partnership agreement. Willow Oak receives 50% of all performance and management fees earned by the general partner.

Mt Melrose Transaction

On December 10, 2017, During the Company entered into a certain Master Real Estate Asset Purchase Agreement (the “Purchase Agreement”) with Mt. Melrose, LLC (“Seller”), a Kentucky limited liability company that is engaged in the business of owning and managing a portfolio of residential and other income-producing real estate in Lexington, Kentucky. As previously reported, Seller is owned by Jeffrey I. Moore, Chairman of the Board of the Company. In accordance with its charter, the Company’s audit committee unanimously approved this related party transaction.

Pursuant to the Purchase Agreement, the Company, through a newly formed company subsidiary wholly owned by the Company (the “Purchaser”), will acquire, in a series of closings, substantially all of the business assets of the Seller. The assets primarily consist of 122 residential properties currently owned by the Seller and an undetermined number of additional residential properties under contract for purchase by Seller, along with Seller’s rights and ongoing obligations, as lessor/landlord, under all leases covering such real properties. Pursuant to the Purchase Agreement, Purchaser will assume, as of each closing, any outstanding indebtedness secured by the real properties then being conveyed at such closing. As of November 30, 2017, the real properties, all together, secured indebtedness having an aggregate principal balance of approximately $4,883,736.  

The aggregate purchase price to be paid to Seller is approximately $8,448,700, subject to adjustments to reflect (i) any additional real properties acquired by Seller after the date of the Purchase Agreement and to be purchased by the Company, (ii) proration of such items as are customarily prorated at the time of each closing and (iii) any mutually agreed-upon reductions to the purchase price of one or more of the real properties negotiated between the parties following the Company’s due diligence investigation thereof or following any casualty loss, eminent domain, or condemnation affecting such property. $500,000 of the purchase price will be payable to Seller in cash, and the balance of the purchase price will be payable by (i) Purchaser’s assumption of the outstanding indebtedness secured by the real properties then being conveyed, as described above, and (ii) the Company’s issuance to Mr. Moore of restricted shares of the Company’s common stock (that will be exempt from registration pursuant to the provisions of Section 4(2) and Rule 506 of Regulation D promulgated under the Securities Act of 1933), subject to Seller’s right to receive cash in lieu thereof.  Portions of the purchase price will be paid at each closing, in such amounts as the parties may mutually agree to attribute and allocate to the specific assets being conveyed at such closing.

Under the Purchase Agreement, the parties agreed to finalize as soon as reasonably practicable a mutually acceptable schedule of closings and the specific assets to be conveyed at each such closing; provided, however, no closing as to any of the assets will be scheduled to occur later than June 10, 2019.  

Each closing is subject to customary conditions precedent, including, without limitation, the parties’ respective customary representations and warranties made under the Purchase Agreement being true and correct as of the time of such closing, the parties having obtained any regulatory approvals necessary for consummation of the closing, and each party having delivered, respectively, customary instruments of transfer and assignment and assumption and other items specified in the Purchase Agreement.

The Purchase Agreement provided, further, as a condition precedent to Seller’s obligation to any of the closings thereunder, that, prior to the first closing, the Company or Purchaser and Mr. Moore shall have entered into a definitive employment agreement pursuant to which Mr. Moore will be employed as the President of Purchaser. Mr. Moore and the Purchaser entered into an employment agreement on January 10, 2018.

The transactions contemplated under the Purchase Agreement are referred to herein as the “Mt. Melrose Transaction.” The description of the Purchase Agreement above is a summary of certain of its material terms, does not purport to be complete and is qualified in its entirety by reference, including for other terms and conditions of the Mt. Melrose Transaction, to the Purchase Agreement, a copy of which is attached as an exhibit to the Company’s Form 10-K for the periodyears ended December 31, 20172019, and is incorporated herein by reference.2018, the Company earned $38,599 and $26,196, respectively, of revenue through this Bonhoeffer Fund arrangement.

The Mt. Melrose Transaction was considered and approved on December 1, 2017, by each of the Audit Committee of the Board of Directors of the Company and the Board of Directors of the Company. Mr. Moore did

not participate in discussions of the Audit Committee or the Board about whether to approve the Mt. Melrose Transaction and abstained from voting on the Mt. Melrose Transaction at both meetings. In each case, it was considered that Mr. Moore is an interested Director of the Company and that the Mt. Melrose Transaction is a related party transaction. In each case it also was determined, among other things, that, notwithstanding that Mr. Moore is an interested Director of the Company, the Mt. Melrose Transaction is beneficial and fair to the Company and is on terms not less favorable to the Company than those that prevail in arms-length transactions with third parties.

Mt Melrose First CloseWillow Oak Asset Management, LLC

On January 10,October 1, 2017, Willow Oak Asset Management, LLC entered into sublease agreements with Arquitos Capital Management, LLC, which is managed by our director and principal executive officer, Steven L. Kiel, JDP Capital Management, LLC, which is managed by our director and vice-chairman, Jeremy K. Deal, and B.E. Capital Management, LLC, which is managed by our director, Thomas Braziel. At the commencement of the sublease arrangement, neither Jeremy K. Deal nor Tomas Braziel met the criteria for a related party. Upon Jeremy K. Deal’s board appointment on April 3, 2018, and Thomas Braziel’s appointment on May 5, 2019, the sublease arrangements qualify as related-party transactions. During the years ended December 31, 2019, and 2018, the Purchaser, Mt Melrose,Company earned $28,405 and $41,632, respectively, of sublease revenue through these arrangements. Willow Oak’s sublease agreement with Arquitos Capital Management, LLC a newly organized Delaware limited liability company subsidiary wholly owned byexpired on October 31, 2018, and as of December 31, 2019, the Company, completed a first acquisition from Seller of 44 residential and other income-producing real properties located in Lexington, Kentucky, pursuant to the Purchase Agreement. This first tranche of real properties was acquired for total consideration of $3,814,500, which was payable as follows:

As a result of this first closing under the Purchase Agreement, Purchaser assumed $1,798,713 of outstanding indebtedness secured by the acquired real properties, along with all of Seller’s rights and ongoing obligations, as lessor/landlord, under all leases covering the acquired real properties. In connection with the Company’s organization of Purchaser and this first closing under the Purchase Agreement, the Purchaser has appointed Mr. Moore to serve as its President. Presently, 81 additional real properties are outstanding for purchase under the Purchase Agreement.

Mt Melrose Cash Flow Agreementremaining two sublease arrangements have also expired.

On Wednesday, January 10,November 1, 2018, PurchaserWillow Oak Asset Management, LLC entered into a certain Cash Flow Agreementfund management services agreement with Seller (the “Cash Flow Agreement”), pursuantArquitos Investment Manager, LP, which is managed by our director and principal executive officer, Steven L. Kiel, to which, in connectionprovide Arquitos with the parties’ anticipated consummation of allWillow Oak Fund Management Services (“FMS”) consisting of the real property purchase transactions under the Purchase Agreement described above, the parties have agreed that as of and from and after January 10, 2018, until such time as the parties consummate the relevant closing as to each real property under the Purchase Agreement, Seller will assign to Purchaser all of the income, rents, receivables, and revenues arising from or issuing out of such real property, and Purchaser will assume Seller’s responsibility for payment of certain of the costs and expenses attributable to such real property.    

Under the Cash Flow Agreement, Purchaser is responsible for Seller’s monthly payments of interest and/or principal under the outstanding debt secured by the real properties; Seller’s real property taxes with respectfollowing services: access to the real properties dueWillow Oak network, investor relations and attributablemarketing, administration and compliance, interface to the periods fromtraditional service providers, standard tools and after the effective date;best practices repository, and Seller’s ordinary expenses of operating the real properties, actually incurred,access to the extent attributable to de minimis repairs, recurring maintenance services, and/or water, electricity, sewer, gas, telephone, or other similar utility charges.  However, the risk of loss and casualty damage with respect to all or any portion of the real properties will continue to be borne by Seller up to and including the actual time of the relevant closing respecting such real property.

Based on the 81 real properties presently outstanding for purchase under the Purchase Agreement, Purchaser presently is obligated under the Cash Flow Agreement for (i) monthly payments of interest and/or principal under the outstanding debt secured by such real properties in the aggregate amount of $40,698 per month, (ii) insurance of $4,619 per month, (iii) estimated annualized obligations for real property taxes with respect to such real properties in the aggregate amount of approximately $60,000 per year, and (iv) ordinary recurring expenses of operating such real properties that are expected to be immaterial in aggregate.

The description of the Cash Flow Agreement above is a summary of certain of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the Cash Flow Agreement, a copy of which

is attached as an exhibit to the Company’s Form 10-KWillow-Oak-vetted third-party service providers. As considerations for the periodservices, Arquitos pays Willow Oak a fixed monthly fee and a performance-based fee. During the years ended December 31, 20172019, and is incorporated herein by reference.2018, the Company earned $100,461 and $17,614, respectively, of revenue through this fund management services arrangement.

STOCK OWNERSHIP OF OUR DIRECTORS, EXECUTIVE OFFICERS,

AND 5% BENEFICIAL OWNERS

The following table sets forth as of March 30, 201831, 2020, information regarding the beneficial ownership of the Company’s voting securities (i) by each person or group known by the Company to be the owner of record or beneficially of more than five percent5% of the Company’s voting securities; (ii) by each of the Company’s Directors and executive officers; and (iii) by all Directors and executive officers of the Company as a group. Except as indicated in the following notes, the owners have sole voting and investment power with respect to the shares. Unless otherwise noted, each owner’s mailing address is c/o Sitestar Corporation,Enterprise Diversified, Inc., 1518 Willow Lawn Drive, Richmond, VA 23230.

*Less than 1% 

(1)	Percent of class is based on 2,602,240 shares of Common Stock outstanding as of March 31, 2020.

(1)

(2) Percent of class is based on 297,905,346 shares of Common Stock outstanding as of March 30, 2018.

Includes 683,309 shares owned by Arquitos Capital Partners, LP. Arquitos Capital Management, LLC acts as the General Partner to Arquitos Capital Partners, LP. Steven L. Kiel is the Managing Member of Arquitos Capital Management, LLC and is deemed to have beneficial ownership over the Common Stock owned.

(2)

(3) Includes 13,591,508 shares owned directly by Mr. Moore, 758,489 shares beneficially owned by Julia H. Moore, 648,675 shares beneficially owned by Jay B. Moore beneficially, and 4,405,360 shares beneficially owned by M & M Investments. The 19,404,032 shares may be deemed to be owned, beneficially and collectively, by Jeffrey I. Moore, as a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

Based on the information contained in a Schedule 13D/A filed December 18, 2019.

(3)

(4) Includes 85,413,593 shares owned by Arquitos Capital Partners, LP. Arquitos Capital Management LLC acts as the General Partner to Arquitos Capital Partners, LP. Steven L. Kiel is the Managing Member of Arquitos Capital Management LLC and is deemed to have beneficial ownership over the Common Stock owned. Also includes 41,666,667 shares owned by Santa Monica Partners, L.P. SMP Asset Management, LLC is the general partner of Santa Monica Partners, L.P. and Steven L. Kiel is an advisor of SMP Asset Management, LLC and is deemed to have beneficial ownership over the Issuer's Common Stock owned by Santa Monica Partners, L.P.

Includes 8,021 shares owned by Inmobiliaria Viapol SA and 248,907 shares owned by Inmuebles Polo SL. Ricardo Polo Hottenrott is deemed to have beneficial ownership over the Common Stock owned.

⁽⁴⁾ Based on the information contained in a Schedule 13D filed February 13, 2015. 

PROPOSAL ONE

AMEND THE ARTICLES OF INCORPORATION

TO CHANGE THE COMPANY’S NAME

The Board of Directors has unanimously approved changing the Company’s name from Sitestar Corporation to Enterprise Diversified, Inc. The reason for the change is that the Sitestar name is a legacy name from when the Company was focused on its internet operations. Today, in addition to Internet, the Company has HVAC, Asset Management and Real Estate operations. The Company wishes to adopt a corporate name that better reflects its current diverse operations, as well as the enterprising manner in which it conducts its business. Under Nevada law, corporate name changes require ratification by a majority of the votes cast. Upon ratification, the Company will file a Certificate of Amendment to it Articles of Incorporation to change its name to Enterprise Diversified, Inc.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” amending the Company’s Articles of Incorporation to change the Company name from Sitestar Corporation to Enterprise Diversified, Inc. THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST, BY THE HOLDERS OF COMMON STOCK PRESENT IN PERSON OR BY PROXY, ENTITLED TO VOTE AT THE ANNUAL MEETING AT WHICH A QUORUM IS PRESENT IS REQUIRED FOR RATIFICATION OF THE CORPORATER NAME CHANGE.

PROPOSAL TWO

ELECTION OF DIRECTORS; NOMINEES

Our Bylaws provide that the Board of Directors shall consist of not less than one and not more than nine members unless changed by a duly adopted amendment to the articles of incorporation or by an amendment to the Bylaws adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote. Our Board of Directors has passed a resolution setting the number of members at six,five, which is the current number of members. SixFive directors have been nominated for re-electionelection at the Annual Meeting. Those individuals are Jeffrey I. Moore, Steven L. Kiel,Thomas Braziel (independent), Jeremy K. Deal (independent), Jeremy K. Gold (Independent), Christopher T. Payne (Independent)Steven L. Kiel, Alea A. Kleinhammer, and Keith D. Smith. For information about each of the nominees and our Board generally, please see “Corporate Governance-OurGovernance: Our Board of Directors” beginning on page 5.7. If elected, the nominees will hold office until the next annual meeting and until a respective successor is elected and has been qualified, or until such director resigns or is removed from office. Management expects that each of the nominees will be available for election, but if any of them is unable to serve at the time the election occurs, your proxy will be voted for the election of another nominee to be designated by the available members of our Board.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL OF THE NOMINEES FOR DIRECTOR. IF A CHOICE IS SPECIFIED ON THE PROXY BY THE STOCKHOLDER, THE SHARES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED “FOR” ALL OF THE NOMINEES. THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST, BY THE HOLDERS OF COMMON STOCK VIRTUALLY PRESENT IN PERSON OR PRESENT BY PROXY, ENTITLED TO VOTE AT THE ANNUAL MEETING IS REQUIRED FOR THE ELECTION OF THE NOMINEES.

PROPOSAL TWO

PROPOSAL THREE

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Board of Directors (and the Audit Committee of the Board of Directors for fiscal years 2017 and beyond) annually considers and selects our independent registered public accountants. The Board has selected Cherry Bekaert,Brown, Edwards & Company, LLP to act as our independent registered public accountants for fiscal 2018.2020.

Stockholder ratification of Cherry Bekaert,Brown, Edwards & Company, LLP as our independent registered public accountants is not required by our Bylaws, or otherwise. However, we are submitting the selection of Cherry Bekaert,Brown, Edwards & Company, LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the selection of Cherry Bekaert,Brown, Edwards & Company, LLP as our independent registered public accountants, the Board will reconsider the selection of such independent registered public accountants. Even if the selection is ratified, the Board may, in its discretion, direct the appointment of a different independent registered public accountant at any time during the year if it determines that such a change would be in the best interest of the Company and its stockholders. Representatives of Cherry Bekaert,Brown, Edwards & Company, LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF CHERRY BEKAERT,BROWN, EDWARDS & COMPANY, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2018.2020. IF A CHOICE IS SPECIFIED ON THE PROXY BY THE STOCKHOLDER, THE SHARES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED “FOR” THE RATIFICATION OF THE APPOINTMENT OF CHERRY BEKAERT,BROWN, EDWARDS & COMPANY, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2018.2020. THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST, BY THE HOLDERS OF COMMON STOCK VIRTUALLY PRESENT IN PERSON OR PRESENT BY PROXY, ENTITLED TO VOTE AT THE ANNUAL MEETING AT WHICH A QUORUM IS PRESENT IS REQUIRED TO SUPPORT THE PROPOSAL.

ADDITIONAL INFORMATION

Delivery of Documents to Security Holders Sharing an Address

Only one information statement is being delivered to multiple security holders sharing an address unless the Company has received contrary instructions from one or more of its security holders. The Company undertakes to deliver promptly upon written or oral request a separate copy of the information statement to a security holder at a shared address to which a single copy of the documents was delivered and provide instructions as to how a security holder can notify the Company that the security holder wishes to receive a separate copy of an information statement.

Security holders sharing an address and receiving a single copy may request to receive a separate information statement at Sitestar Corporation, Enterprise Diversified, Inc., 1518 Willow Lawn Drive, Richmond, VA 23230.23230. Security holders sharing an address can request delivery of a single copy of information statements or if they are receiving multiple copies may also request to receive a separate information statement at Sitestar Corporation, Enterprise Diversified, Inc., 1518 Willow Lawn Drive, Richmond, VA 23230,, telephone: (434) 382-7366.

Stockholder Proposals for Our 2018 2021 Annual Meeting

Only proper proposals under Rule 14a-8 of the Exchange Act which are timely received will be included in the proxy materials for our next annual meeting. Rule 14a-8 provides, among other requirements, that any stockholder making a proposal must submit such proposal at least 120 days before the anniversary date of the Company's proxy statement for the previous year's annual meeting. In order to be considered timely, such proposal must be received by our General Counsel, Michael Bridge, Secretary, Jessica L. Greer, at Sitestar Corporation, Enterprise Diversified, Inc., 1518 Willow Lawn Drive, Richmond, VA 23230, no later than December 31, 2017.11, 2020. We suggest that stockholders submit any stockholder proposal by certified mail, return receipt requested.

Our Bylaws require stockholders to provide advance notice to the Company of any stockholder director nomination(s) and any other matter a stockholder wishes to present for action at an annual meeting of stockholders (other than matters to be included in our proxy statement, which are discussed in the previous paragraph). In order to properly bring business before an annual meeting, our Bylaws require, among other things, that the stockholder submit written notice thereof complying with our Bylaws to Michael Bridge, our General Counsel, at the above address, not less than 90 days nor more than 120 days prior to the anniversary of the preceding year’s annual meeting. Therefore, the Company must receive notice of a stockholder proposal submitted other than pursuant to Rule 14a-8 (as discussed above) no sooner than January 25, 2018, and no later than February 24, 2018. If a stockholder fails to provide timely notice of a proposal to be presented at our 2018 Annual Meeting of Stockholders, the proxy designated by our Board of Directors will have discretionary authority to vote on any such proposal that may come before the meeting.

Other Matters

Our Board does not know of any other matters that may come before the meeting. However, if any other matters are properly presented to the meeting, it is the intention of the person or persons named in the accompanying proxy card to vote, or otherwise act, in accordance with their judgment on such matters.

YOUR VOTE IS VERY IMPORTANT!

We recommend that you promptly submit your proxy, even if you plan to attend the virtual Annual Meeting.

Attending the Annual Meeting

All stockholders that owned our common stock at the close of business on the record date for the Annual Meeting, or their duly appointed proxies, may attend the virtual Annual Meeting. Whether or not you plan to attend our virtual Annual Meeting, we encourage you to submit your proxy or voting instructions as soon as possible. Submitting your vote prior to the Annual Meeting will not affect your right to vote at the Annual Meeting if you decide to attend; however, your attendance at the Annual Meeting after having submitted a valid proxy will not in and of itself constitute a revocation of your proxy. You will be able to revoke a previously submitted proxy at the Annual Meeting, by visiting www.colonialstock.com/enterprisediversified2020, where you will be able to listen to the meeting live, submit questions, and vote online.

Solicitation of Proxies

The Company will bear the cost of solicitation of proxies. In addition toOur directors, officers, and other employees may supplement the original solicitation of proxies through the use of the mail, by mail,telephone, facsimile, e-mail, or personal solicitation. We will pay no additional compensation to our directors, officers, and other employees for these activities. We have not engaged employees for the specific purpose of soliciting proxies or a proxy solicitation firm to assist us in soliciting proxies, but we may solicit proxies in personelect to engage and pay the cost of such employees or by telephone.such a proxy solicitation firm at any time. The Company may reimburse brokers or persons holding stock in their names, or in the names of their nominees, for their expenses in sending proxies and proxy material to beneficial owners.

Incorporation of Information by Reference

The Audit Committee Report contained in this Proxy Statement is not deemed filed with the SEC and shall not be deemed incorporated by reference into any prior or future filings made by us under the Securities Act of 1933, as amended or the Exchange Act, except to the extent that we specifically incorporate such information by reference. Our Annual Report on Form 10-K for the year ended December 31, 2017,2019, delivered to you together with this Proxy Statement, is hereby incorporated by reference.

By order of the Board of Directors,

Richmond, VA
April 10, 2020

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SITESTAR CORPORATION 4026 WARDS ROAD, SUITE G1 #271 LYNCHBURG,

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