UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

  

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

Exchange Act of 1934 (Amendment No.    )

   

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☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to Section 240.14a-12

ONE HORIZON GROUP, INC.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ONE HORIZON GROUP, INC.

T1-017 Tierney Building, University of Limerick34 South Molton Street

Limerick, IrelandLondon W1K 5RG, United Kingdom

  

NOTICE OF ANNUAL MEETING OF STOCKHOLDERSDecember 6, 2017 

  

Dear Stockholders:

On behalf of the Board of Directors, you are cordially invited to attend the 2017 Annual Meeting of Stockholders of One Horizon Group, Inc. (“OHGI” or the “Company”) will hold its. The Annual Meeting will be held on Thursday, December 28, 2017 at 10:00 a.m. (Eastern Standard Time) at the offices of Stockholders (“Annual Meeting”) at 1450 Broadway, Floor 26,Eaton & Van Winkle LLP, 3 Park Avenue, 16th floor, New York, NY 10018, on Friday, December 30, 2016 (the “Meeting Date”), at 10:00 AM (Eastern Standard Time).New York 10016. You may attend the Annual Meeting in person or telephonically by dialing in at (+1) 712-432-0080,646-741-5293, or (1+) 646-741-5292, access code 512917#. We are holding1111 629 3441#. The formal Notice of Annual Meeting is set forth in the enclosed material.

The matters expected to be acted upon at the Annual Meeting forare described in the following purposes:

1)To elect members of the Board of Directors, whose terms are described in the proxy statement;
2)To approve and ratify the appointment of Cherry Bekaert LLP as the Company’s independent auditor to audit the financial statements for the fiscal year ending on December 31, 2016; and,
5)To transact such other business as may properly come before the Annual Meeting and any postponement or adjournment thereof.

attached Proxy Statement. Holders of record of OHGI common stock at the close of business on November 17, 201628, 2017 (the “Record Date”), are entitled to vote at the Annual Meeting. The Board urges StockholdersAt the Annual Meeting, stockholders will have the opportunity to vote “FOR ALL” of Item 1ask questions and “FOR” Item 2 and solicits your vote.comment on our business operations.

 

It is important that your sharesviews be representedrepresented. If you request a proxy card, please mark, sign and voteddate the proxy card when received and return it promptly in the self-addressed, stamped envelope we will provide. No postage is required if this envelope is mailed in the United States. You also have the option of voting your proxy via the Internet atwww.proxyvote.comor by calling toll free via a touch-tone phone at 1-800-690-6903. Proxies submitted by telephone or over the Internet must be received by 11:59 p.m. Eastern Standard Time on December 27, 2017. Although we encourage you to complete and return a proxy prior to the Annual Meeting.  We hopeMeeting to ensure that your vote is counted, you will be able to attend the Annual Meeting. Whether or not you expect tocan attend the Annual Meeting pleaseand cast your vote your shares using the enclosed proxy card. You may vote via internet at  www.proxyvote.com following the instructions therein; orin person. If you vote by phone 1-800-690-6903 until 11:59 P.M. Eastern Time the day before the cut-off date or Annual Meeting date, or simply sign the proxy card where required, note the number of shares you own and if you willalso attend the Annual Meeting, in person, and return the card in the envelope providedthere is no need to us in the postage-paid envelop we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.  Of course, you may also vote your shares in personagain at the Annual Meeting unless you wish to change your vote.

We appreciate your investment in One Horizon Group, Inc. and urge you to cast your vote as soon as possible.

Sincerely,
/s/ Mark B. White
President and Chief Executive Officer

ONE HORIZON GROUP, INC.

34 South Molton Street

London W1K 5RG, United Kingdom

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 

The 2017 Annual Meeting of Stockholders of One Horizon Group, Inc. will be held at the offices of Eaton & Van Winkle LLP, 3 Park Avenue, 16th floor, New York, New York 10016, on Thursday, December 28, 2017, beginning at 10:00 a.m. Eastern Standard Time for the following purposes:

1. to elect five directors;

2. to ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017; and

3. to transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on November 28, 2017 as the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”).

A list of stockholders of record as of the Record Date shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the Annual Meeting during ordinary business hours, at our executive offices, 34 South Molton Street, London W1K 5RG, United Kingdom, and will be available for inspection at the offices of Eaton & Van Winkle LLP, 3 Park Avenue, 16th floor, New York, NY 10016, during the course of the meeting by any stockholder present at the Annual Meeting.

 

 By Orderorder of the Board of Directors,
  
 /s/ Mark B. White
 /s/ Brian Collins President and Chief Executive Officer

December 6, 2017

Please mark, sign and date the enclosed proxy card and  

return it promptly in the enclosed self-addressed, stamped envelope.

To vote via the Internet or telephone:

Internet: www.proxyvote.com 

Phone: 1-800-690-6903

TABLE OF CONTENTS

Page
General Information; Frequently Asked Questions About the Annual Meeting and Voting 1
Proposal One — Election of Directors 5
Information Concerning the Board of Directors 7
Information Concerning Executive Officers10
Security Ownership of Certain Beneficial Owners and Management14
Audit Committee Report15
Proposal Two – Ratification of  Independent Registered Public Accounting Firm16
Stockholder Proposals17
Other Matters17
Annual Report18
Documents Accompanying this Proxy Statement: 
Brian Collins, Chief Executive Officer
November 21,Annual Report on Form 10-K for the Year Ended December 31, 2016 

 

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE,

YOUR SHARES WILL BE VOTED “FOR” ALL OF THE NOMINEES LISTED ABOVE AND “FOR”

EACH OF THE OTHER PROPOSAL.

Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to Be Held at 10:00 a.m. on December 30, 2016 Eastern Standard Time The Notice of Annual Meeting, proxy statement and Annual Report on Form 10-K are available at www.proxyvote.com.

 

 

ONE HORIZON GROUP, INC.

34 South Molton Street

London W1K 5RG, United Kingdom

PROXY STATEMENT

General Information

 

We are providing these proxy materialsThis Proxy Statement is furnished in connection with the solicitation by the Board of Directors of One Horizon Group, Inc., a Delaware corporation (the “Company,”  “we,” “our” or “us”), of proxies to be voted at our 2017 Annual Meeting of Stockholders to be held on Friday, December 30, 2016,(the “Annual Meeting” or the “Meeting”) and at any adjournment or postponement of the Meeting. The Annual Meeting following postponementwill take place on Thursday, December 28, 2017, beginning at 10:00 a.m., Eastern Standard Time, at the offices of Eaton & Van Winkle LLP, 3 Park Avenue, 16th floor, New York, New York 10016.

This Proxy Statement, the Notice of Annual Meeting, our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and accompanying proxy are being furnished to holders of our common stock, par value $0.0001 per share, on or adjournmentabout December 6, 2017. Web links and addresses contained in th0is Proxy Statement are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement.

Frequently Asked Questions About the Annual Meeting and Voting

1.Who is entitled to vote at the Annual Meeting?

Holders of our common stock as of November 28, 2017 (the “Record Date”) are entitled to receive the Notice of Annual Meeting and to vote their shares at the Meeting. Holders of our common stock are entitled to one vote for each share held of record on the Record Date.

2.How many shares of Common Stock are “outstanding”?

As of November 28, 2017, there were 28,418,271 shares of common stock outstanding and entitled to be voted at the Annual Meeting.

 

3.What is the difference between holding shares as a stockholder of record and as a beneficial owner?

You

If your shares are cordially invited to attendregistered in your name with our transfer agent, Nevada Agency and Transfer Company, you are the “stockholder of record” of those shares. This Notice of Annual Meeting which will begin at 10:00 AM (EST).  The Annual Meeting will be held at 1450 Broadway, Floor 26, New York NY 10018.  Stockholders will be admitted beginning at 9:30 AM (EST).  and Proxy Statement and any accompanying materials have been provided directly to you by One Horizon Group, Inc.

 

You will need to bring a valid government-issued photo ID to enter the Annual Meeting. If your shares are held through a broker, bank or other holder of record, you hold your shares in “street name” and you are considered the “beneficial owner” of those shares. This Notice of Annual Meeting and Proxy Statement and any accompanying documents have been provided to you by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet. Absent instructions from you, under applicable regulatory requirements, your broker may vote your shares on the ratification of the appointment of our independent registered public accounting firm for fiscal 2017, but may not vote your shares on the election of directors or any of the other proposals to be voted on at the Annual Meeting.


4.   Why did I receive a notice of internet availability of proxy materials instead of a full set of proxy materials?

In accordance with the rules of the U.S. Securities and Exchange Commission (“SEC”), we are permitted to furnish proxy materials, including this proxy statement and our annual report, to stockholders by providing access to these documents on the internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request so. Instead, the notice provides instructions on how to access and review the proxy materials on the internet. The notice also provides instructions on how to submit your proxy and voting instructions via the internet. If you would like to receive a printed copy or an electronic copy (via email) of our proxy materials, please follow the instructions for requesting the materials in the namenotice.

5.How do I vote?

You may vote using any of the following methods: 

By mail

Complete, sign and date the accompanying proxy or voting instruction card and return it in the prepaid envelope. If you are a stockholder of record and return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by your proxy card as recommended by the Board of Directors.

By telephone or on the Internet

One Horizon Group, Inc. has established telephone and Internet voting procedures for stockholders of record. These procedures are designed to authenticate your identity, to allow you to give your voting instructions and to confirm that those instructions have been properly recorded. Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day until 11:59 p.m., Eastern Standard Time, on December 27, 2017.

The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank broker, or other nomineeholder of record. We therefore recommend that you follow the voting instructions in the materials you receive.

If you vote by telephone or on the Internet, you do not have to return your proxy or voting instruction card.

Telephone.    You can vote by calling the toll-free telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

Internet.    The website for Internet voting is www.proxyvote.com. Please have your proxy card handy when you plango to the website. As with telephone voting, you can confirm that your instructions have been properly recorded. If you vote on the Internet, you also can request electronic delivery of future proxy materials.

In person at the Annual Meeting

Stockholders who attend the Annual Meeting may vote in person at the Meeting. You may also be represented by another person at the Meeting by executing a proper proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy executed in your favor, from your broker, bank or other holder of record and present it to the inspector of election with your ballot to be able to vote at the Annual Meeting.

 

IMPORTANT—PLEASE READ

Whether or not you expect to attend the Annual Meeting in person, we urge you toYour vote your proxy at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting and will save us the expense of additional solicitation. Sending inis important. Please complete your proxy card and voting will not prevent you from voting your shares at the Annual Meeting, or changingpromptly to ensure that your vote if you desire to do so. It will also help us provide adequate seating if you note that you will attend. Your proxy is revocable at your option in the manner described in the Proxy Statement.

Proxies and Voting Procedures

You can vote via one of the following methods:received timely.

 

1)  6.Vote By Internet: You mayWhat can I do if I change my mind after I vote?

If you are a stockholder of record, you can revoke your proxy before it is exercised by:

giving written notice to the Corporate Secretary of the Company;


•delivering a valid, later-dated proxy, or a later-dated vote via internet at www.proxyvote.com,  Useby telephone or on 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 datein a timely manner; or Annual 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.
  
2)  Vote In Person: If you choose to vote in person at the Annual Meeting, please request a proxy card upon arrival at the Annual Meeting and return the completed card to the Inspector of Elections prior to the vote.

3)  Vote By Phone 1-800-690-6903. Use any touch-tone telephone to transmit your voting instruction up until 11:50 P.M. Eastern Time the date before the cut-off date or Annual Meeting date .Have your proxy card in hand when you call and then follow the instruction.
  
4)  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.
voting by ballot at the Annual Meeting.

 

If youryou are a beneficial owner of shares, are held in “street name,” you must obtain a proxy, executed in your favor, frommay submit new voting instructions by contacting your broker, bank or other holder of record, to be able to vote at the Annual Meeting.

You can revoke your proxy at any time before it is exercised by timely delivery of a properly executed, later-dated proxy or by voting in person at the Annual Meeting.

record. All shares entitled to vote and represented byfor which proxies have been properly completed proxies received prior to the Annual Meetingsubmitted and not revoked will be voted at the Annual Meeting in accordance withMeeting.

7.   How will your proxy vote your shares?

Your proxy will vote according to your instructions. If you vote by mail and complete, sign, and return the proxy card but do not indicate your vote, your proxy will vote “FOR” each of the director nominees, and “FOR” ratification of the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017, which votes represent the recommendations of the Board with respect to such matters. The Board does not intend to bring any other matter for a vote at the Annual Meeting, and neither we nor the Board knows of anyone else who intends to do so. However, on any other business that properly comes before the Annual Meeting, your proxies are authorized to vote on your behalf using their best judgment.

8.   Where can you find the voting results?

We intend to announce the preliminary voting results at the Annual Meeting and will publish the final results in a Current Report on Form 8-K, which we will file with the SEC no later than four business days following the Annual Meeting. If the final voting results are unavailable in time to file a current report on Form 8-K with the SEC within four business days after the Annual Meeting, we intend to file a Form 8-K to disclose the preliminary results and, within four business days after the final results are known, will file an additional current report on Form 8-K with the SEC to disclose the final voting results.

 9.What is a broker non-vote?

If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the New York Stock Exchange (“NYSE”).

 

If you hold yourare a beneficial owner whose shares throughare held of record by a broker, your broker has discretionary voting authority under NYSE rules to vote your shares mayon the ratification of Cherry Bekaert LLP as our independent registered public accounting firm, even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on the election of directors, in which case a broker non-vote will occur and your shares will not be voted even if you do not attendon these matters.

10.What is a quorum for the Annual Meeting?

The presence of the holders of 9,472,758 shares of common stock, representing one-third of the shares of common stock issued and outstanding and entitled to vote at the Annual Meeting.

Meeting, in person or represented by proxy, is necessary to constitute a quorum. Abstentions and broker non-votes do not have the effectare counted as present and entitled to vote for purposes of votes in opposition to a director. Abstentions are also counted towards determining a quorum.

 


11.1What are the voting requirements to elect the directors and to approve each of the proposals discussed in this Proxy Statement?

 

Election of Directors

Directors are elected by a plurality of the votes cast at the Annual Meeting. This means that the five persons receiving the highest number of affirmative "for" votes at the Annual Meeting will be elected.  Abstentions and broker non-votes are not counted as votes “for” or “against” a director nominee. 

Ratification of Cherry Bekaert LLP as our independent registered public accounting firm

The votes cast “for” must exceed the votes cast “against” to approve the ratification of Cherry Bekaert LLP as our independent registered public accounting firm. Abstentions are not counted as votes “for” or “against” this proposal.

12. How will my shares be voted at the Annual Meeting?

At the Meeting, the Board of Directors (the persons named in the proxy card or, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted as the Board of Directors recommends, which is:

FORthe election of each of the director nominees named in this Proxy Statement; and

FORthe ratification of the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.

13.Could other matters be decided at the Annual Meeting?

As of the date of this Proxy Statement, we did not know of any matters to be presented at the Annual Meeting, other than those referred to in this Proxy Statement.

 

If anyyou return your signed and completed proxy card or vote by telephone or on the Internet and other matters are properly presented at the Annual Meeting for consideration, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place, the individuals named as proxies and acting thereunderon the enclosed proxy card will have the discretion to vote on those matters according to their best judgment toyour behalf.

14.

Who will pay for the cost of the Annual Meeting and this proxy solicitation?

The Company will pay the same extent as the person delivering the proxy would be entitled to vote.  Ifcosts associated with the Annual Meeting is postponedand solicitation of proxies, including the costs of transmitting the proxy materials. In addition to solicitation by mail, our directors, officers and regular employees (who will not be specifically compensated for such services) may solicit proxies by telephone or adjourned, yourotherwise. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries to forward proxies and proxy materials to their principals, and we will remain validreimburse them for their expenses. We have retained Broadridge Issuer Corporate Solutions, Inc. to assist in the mailing, collection and may be voted atadministration of proxies. We have not retained a soliciting agent to assist in the postponed or adjourned Annual Meeting.  You will still be able to revoke your proxy until it is voted.  solicitation of proxies.


MATTERS TO COME BEFORE THE ANNUAL MEETING

PROPOSAL ONE:

Election of Directors

Nominees

At the dateAnnual Meeting, five directors, who have been nominated by the Nominating Committee of the Board of Directors, are to be elected, each to hold office (subject to our By-Laws) until the next annual meeting and until his successor has been elected and qualified. All of the nominees for director currently serve as directors.

Each nominee has consented to being named as a nominee in this proxy statement wentand to press, we didserve if elected. If any nominee listed in the table below should become unavailable for any reason, which the Board of Directors does not anticipate, thatthe proxy will be voted for any other matters wouldsubstitute nominee or nominees who may be raised atselected by the Annual Meeting.

Stockholders EntitledBoard of Directors prior to Vote

You are entitled to voteor at the Annual Meeting, all sharesor, if no substitute is selected by the Board of our common stock that you held asDirectors prior to or at the Annual Meeting, for a motion to reduce the membership of the closeBoard of business onDirectors to the record date.  Each sharenumber of our common stock is entitled to one vote with respect to each matter properly brought beforenominees available. The five nominees receiving the Annual Meeting.

On November 21, 2016, the record date, there were 35,809,348 shareshighest number of common stock issued and outstanding.

A list of stockholders entitled to voteaffirmative “for” votes at the Annual Meeting will be available atelected. The information concerning the Annual Meeting,nominees and for 10 days priortheir security holdings has been furnished by them to the Annual Meeting, at 1450 Broadway, Floor 26, New York NY 10018 between the hours of 9:00 a.m. and 4:00 p.m. EST.us.

 

Required Quorum

The presence, in person orDirectors are nominated by proxy, of the holders with one third of the voting power at the Annual Meeting shall constitute a quorum, which is required in order to transact business at the Annual Meeting.

Cost of Proxy Distribution and Solicitation

OHGI will pay the expenses of the preparation of the proxy materials and the solicitation by theour Board of Directors, of proxies.  Proxies may be solicitedbased on behalf of OHGI in person or by telephone, e-mail, facsimile or other electronic means by directors, officers or employees of OHGI, who will receive no additional compensation for soliciting.  In accordance with the rulesrecommendations of the SecuritiesNominating Committee. As discussed elsewhere in this proxy statement, in evaluating director nominees, the Nominating Committee considers characteristics that include, among others, integrity, business experience, financial acumen, leadership abilities, familiarity with our businesses and Exchange Commission, we will reimburse brokerage firmsbusinesses similar or analogous to ours, and the extent to which a candidate’s knowledge, skills, background and experience are already represented by other custodians,members of our Board of Directors. Listed below are our director nominees and fiduciaries forwith their expenses incurred in sending proxies and proxy materials to beneficial owners of OHGI stock.biographies.

 

2

PROPOSAL 1

PROPOSAL FOR THE ELECTION OF DIRECTORS

The Board of Directors is comprised of only one class. All of the directors will serve until the next annual Annual Meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. There are no family relationships among our directors and executive officers. Provided below are brief descriptions of the business experience of each director during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.

Information with Respect to Director Nominees

NameNominee AgePrincipal Occupation or EmploymentFirst Became Director 
Brian CollinsMark White  48President, Chief Executive Officer, Chief Technology Officer, Director12/10/12
57 
Martin Ward  59Chief Financial Officer, Director12/10/12
60 
Nicholas Carpinello 66Owner, Carpinello Enterprises LLC, Director3/7/13
 
Richard Vos 71Director8/21/2013
 
Robert Law 65Director8/28/2013
Robert Vogler 66Director1/8/14 

Brian Collins,Mark White.  Mr. White was appointed as President, Chief Executive Officer Chief Technology Officer, Director. and a director on September 8, 2017. Mr. Collins was appointedWhite previously served as the Company’s Chief Executive Officer onfrom November 30, 2012 to July 28,24, 2014 and as a director from December 2012 to July 2014. From July 2014 to August 2017, he was engaged as a private investor seeking business and investment opportunities. Mr. Collins has beenWhite served as the CEO of Abbey Technology, a subsidiary of the Company since he founded it in 1999. After the Company acquired Abbey Technology in November 2010, Mr. Collins was appointed Vice President and Chief TechnologyExecutive Officer of One Horizon Group, PLC from 2004 to November 2012. His entrepreneurial career in the Company. Mr. Collins is the co-inventordistribution of the Horizon Platform,electronic equipment and hastelecommunications spans over 20 years’ experienceyears. He founded Next Destination Limited in 1993, the technology sector with a backgroundEuropean distributor for Magellan GPS and satellite products, and sold the business in software engineering. Abbey Technology developed software systems for the Swiss banking industry.1997. Prior to his employment at Abbey,that, Mr. White was Chief Executive Officer for Garmin Europe, where he worked asbuilt up the company’s European distribution network. He previously sold Garmin’s GPS products through Euro Marine Group Ltd, a software engineercompany he formed in 1990, which established distribution in Europe for Credit Suisse First Boston Equities in Zurich.U.S. manufacturers of marine electronic equipment. Earlier in his career, between 1993Mr. White was the Sales Director for Cetrek Limited, a maritime autopilot manufacturer. Mr. White brings extensive operational and 1996, he workedsenior executive experience, including experience as a software engineer for Sybase,chief executive officer and as a director of the Company and an information technology company, in California and Amsterdam. Mr. Collins graduated in 1990 with a BSc Hons in Computer Systems from the University of Limerick, Ireland. He also undertook further software research and development at International Computers Limited between 1990 and 1993. Mr. Collins brings experience founding and working at technology companies along with extensive knowledge of software engineering.AIM-listed company.

 

Martin Ward.Mr. Ward has served as Chief Financial Officer Director. Mr. Ward was appointed Chief Financial Officer onsince November 30, 2012 and a director onsince December 10, 2012. Prior to his appointment as Chief Financial Officer, Mr. Ward had served as the Chief Financial Officer and Company Secretary of One Horizon Group, PLC since 2004.from 2004 to November 2012. Prior to joining One Horizon Group, Mr. Ward was a partner at Langdowns DFK, a United Kingdom-based chartered accountancy practice. Earlier in his career, between 1983 and 1987, he worked for PricewaterhouseCoopers as an Audit Manager. Mr. Ward is a fellow of the Institute of Chartered Accountants of England and Wales. Mr. Ward brings significant experience in accounting, corporate finance and public company reporting.

  

3


Nicholas Carpinello, Independent Director. Carpinello.Mr. Carpinello was appointedhas served as a director onsince March 7, 2013. He has been the owner of Carpinello Enterprises LLC d/b/a Cottman Transmission Center, a national auto service franchise, since 2004 and also has worked as a consultant to SatCom Distribution Inc. (“SDI”), assisting in various business, tax and financial matters of US operations of UK-based distributors of satellite communication hardware and airtime, since 2005. Prior to November 2012, SDI was a subsidiary of One Horizon Group PLC. Mr. Carpinello’s years of professional experience are extensive, and include experience as CFO and Treasurer with multinational public and private manufacturers of armored vehicles and, later in his career, CFO of privately-held companies in the computer science field. He is a Certified Public Accountant, an alumnus of Arthur Andersen & Co., and holds a BA degree in Accounting from the University of Cincinnati. The Board decided that Mr. Carpinello should serve as a director because of his significant U.S. public company experience, as well as years of experience as a certified public accountant.

  

Richard Vos, Independent Director. Vos.Mr. Vos was appointedhas served as a director onsince August 28, 2013. Mr. Vos has been a non-executive director since 2007 of Avanti Communications Group plc, a public company listed on the London Stock Exchange (LSE:AVN).  He is chairman of its remuneration committee and past chairman of its audit committee.  In addition, since 2001, Mr. Vos has been a non-executive director of NSSC Operations Ltd., which operates the National Space Centre in the United Kingdom.  He is the chairman of its audit committee.  From June 2005 to June 2010, Mr. Vos was a director of our United Kingdom subsidiary, One Horizon Group plc (formerly SatCom Group Holdings plc) (“One Horizon UK”), and from October 2006 to June 2010 was also Chairman.  From July 2005 to March 2010, One Horizon UK was listed on the Alternative Investment Market of the London Stock Exchange (AIM: SGH).  From October 2008 to October 2010, Mr. Vos served as a director of TerreStar Europe Ltd., a former start-up business seeking to provide mobile satellite services in Europe. From April 2003 to 2009, Mr. Vos was chairman of the Telecommunications and Navigation Advisory Board of the British National Space Centre (subsequently replaced by the United Kingdom Space Agency).   From September 2006 to June 2009, Mr. Vos was a director of Avanti Screenmedia Group plc, formerly listed on the London Stock Exchange (LSE:ASG), which provided satellite and other services.  Mr. Vos obtained his Bachelor of Arts with Honors in Modern Languages from University of London in 1968, and his Diploma in Management Studies from Kingston Polytechnic in 1973. He is a member of the Institute of Directors

Robert Law, Independent Director. Law.Mr. Law was appointedhas served as a director onsince August 28, 2013. Since 1990, Mr. Law has served as chief executive officer of Langdowns DFK Limited (“Langdowns”), a United Kingdom-based accounting, tax and business advisory firm, and since 1979 has served as a director of Langdowns.  Also, since 1990, Mr. Law has been the chief executive officer of Southern Business Advisers LLP (“Southern Business Advisers”), a United Kingdom-based business associated with Langdowns that also offers accounting, tax and business advisory services, and has been a member of Southern Business Advisers since 1979.  Mr. Law is a Fellow of the Institute of Chartered Accountants in England and Wales (“ICAEW”), and is a member of the Valuation and Information Technology Faculties of the ICAEW.  Mr. Law qualified as an ICAEW Chartered Accountant in 1976.

 

Robert Vogler, Independent Director. Mr. Vogler was appointed as a director on January 8, 2014. He has a long-standing history as a successful executiveAll directors hold office until the next annual meeting of shareholders and business owner. He also has extensive experiencesuntil their successors have been duly elected and practices as an accounting specialist.  Mr. Vogler has beenqualified. Officers are elected by and serve at the owner and Chairmandiscretion of the Board of Kreivo AG, an accounting and bookkeeping company serving Swiss companies in a variety of industries with operations throughout Europe since 1974. Mr. Vogler has served on the Boards of other Swiss accounting firms such as RV Revisions AG, Impe Zug AG and also served as President of Lüfta Baar, a HVAC Company also based in Switzerland. Mr. Vogler is not a director of any public companies except One Horizon.Directors.

 

Pursuant to our Articles of Incorporation, this proposal can be approved at the Annual Meeting by a plurality of the votes cast at the election.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOUA VOTEFOR THE ELECTION OF THE ABOVE NAMED DIRECTORS. with THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR

THE ELECTION OF EACH OF THE ABOVE NAMED DIRECTOR NOMINEES.NOMINEE UNDER PROPOSAL ONE

 

4

Information Concerning the Board of Directors

 

Board Leadership Structure and Risk Oversight

The Board of Directors currently does not have a Chairman. Our Chief Executive Officer(s)Officer acts as the Chairman of the Board. The Board determined that in the best interest of the Company the most effective leadership structure at this time is not to separate the roles of Chairman and Chief Executive Officer. A combined structure provides the Company with a single leader who represents the company to our stockholders, regulators, business partners and other stakeholders, among other reasons set forth below. Should the Board conclude otherwise, the Board will separate the roles and appoint an independent Chairman.

 

Name●AgePosition
Brian Collins48President,This structure creates efficiency in the preparation of the meeting agendas and related Board materials as the Company’s Chief Executive Officer works directly with those individuals preparing the necessary Board materials and is more connected to the overall daily operations of the Company. Agendas are also prepared with the permitted input of the full Board of Directors allowing for any concerns or risks of any individual director to be discussed as deemed appropriate. The Board believes that the Company has benefited from this structure, and Mr. Collin’s continuation in the combined role of the Acting Chairman and Chief TechnologyExecutive Officer Directoris in the best interest of the stockholders.

●
Martin Ward59Chief Financial Officer, DirectorThe Company believes that the combined structure is necessary and allows for efficient and effective oversight, given the Company’s relatively small size, its corporate strategy and focus.

 

Brief descriptionsThe Board of Directors does not have a specific role in risk oversight of the business experience duringCompany. The Chairman, President and Chief Executive Officer and other executive officers and employees of the past five yearsCompany provide the Board of Directors with information regarding the Company’s risks.

Compensation of Directors

Non-employee directors are entitled to receive compensation for serving as directors and may receive option grants from our company. Employee directors do not receive any compensation for their services as directors. All of our executive officer and an indicationdirectors are reimbursed for expenses incurred by them in connection with attending Board of directorships, if any, heldDirectors’ meetings. The following table sets forth all cash compensation paid by such officerus, as well as certain other compensation paid or accrued, in other companies subject2016, to the reporting requirements under the Federal securities laws are provided above within Proposal 1.each of our non-employee directors.

 

Name Fees
Earned
or
Paid in
Cash
($)		  Stock
Awards
($)		  Option
Awards
($)		  Non-Equity
Incentive
Plan
Compensation
($)		  Nonqualified
Deferred
Compensation
Earnings
($)		  All Other
Compen-
sation
($)		  Total ($) 
Nicholas Carpinello  18,000   0   0   0   0   0   18,000 
Robert Law  16,000   0   0   0   0   0   16,000 
Richard Vos  16,000   0   0   0   0   0   16,000 
Robert Vogler  18,000   0   0   0   0   0   18,000 

Significant Employee

Independent Directors

Our Board of Directors has determined that Nicholas Carpinello, Robert Law and Richard Vos are “independent directors” within the meaning of NASDAQ Marketplace Rule 5605(a)(2).


Board Meetings; Committees and Membership

 

The following are employees who are not executive officers, but who are expected to make significant contributions to our business:

Qingsong  Li

Mr. Li, aged 40, was appointedBoard of Directors held nine meetings during the General Managerfiscal year ended December 31, 2016 (“fiscal 2016”). During fiscal 2016, each of Horizon Network Technology Co., Ltd at the enddirectors then in office attended more than 75% of 2012. Mr. Li was the Deputy General Manageraggregate of Nanjing ZTEsoft CO., Ltd, in charge(i) the total number of international marketing and national business development from 2008 to 2012. Before that period, he was a Software Engineer (2002-2003), Chief of International Development Team (2003-2004), Deputy Head of International Sales Department (2004-2005) and Head of International Sales Department (2006-2007) of Nanjing ZTEsoft Co., Ltd. Mr. Li graduated from Southeast University, Nanjing with a master degree in System Engineering and Hefei University of Technology with a bachelor degree in Accounting and minor in Computer Science.

Peter Hall

Peter Hall, aged 42, joined One Horizon Group in 2011 and was appointed Chief Information Officer in August 2014. Before joining the Company, he worked at Microsoft within the Premier Field Engineering Division (2008-2011).  Between 2004 and 2008 he worked as a Security Consultant for Atos Origin and a CRM software company, AIT Group plc, between 1998 and 2002. Mr. Hall has held the CISSP certification since 2010. He graduated from the University of Sheffield in 1995 and also holds an MSc (Distinction) Degree from University College London in 2006.

Andrew Le Gear

Dr. Andrew Le Gear, aged 34, joined One Horizon Group in 2013 and was appointed Chief Horizon Architect in September 2015.  Before joining the Company, he worked as a Senior Solutions Architect at Dell Inc. (2012-1013), and as an Equity Trading Software Engineer at Lehman Brothers Inc. and Nomura Plc. (2007-2012).  Prior to this he was co-founder of Juneberi Ltd., a research driven software tech startup (2004-2007). Dr. Le Gear graduated from the University of Limerick in 2003 and again in 2006, with a B.Sc. in Computer Systems and a Ph.D. in Computer Science respectively.

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GOVERNANCE OF OHGI

Committeesmeetings of the Board of Directors and (ii) the total number of meetings of all committees of the Board on which such director served.

 

We maintain the following committees of the Board of Directors: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each committee is comprised entirely of directors who are “independent” within the meaning of NASDAQ Marketplace Rule 5605(a)(2). Each committee acts pursuant to a separate written charter, and each such charter has been adopted and approved by the Board of Directors. Copies of the committee charters are available on our website at airindustriesgroup.com under the heading “Investor Relations.”

Audit Committee and Financial Expert

 

Our Audit Committee consists of Nicholas Carpinello, Robert Law and Richard Vos, each of whom is independent. The Audit Committee assists the Board of Directors oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence, and (iv) the performance of our internal audit function and independent auditor, and prepares the report that the Securities and Exchange Commission requires to be included in our annual proxy statement. The audit committee operates under a written charter. Mr. Carpinello is the Chairman of our audit committee. Our Audit Committee held four meetings during the year ended December 31, 2016.

 

TheOur Board of Directors determined that Mr. Carpinello possesses accounting or related financial management experience that qualifies him as financially sophisticated within the meaning of Rule 4350(d)(2)(A) of the Nasdaq Marketplace Rules and that he is an “audit committee financial expert” as defined by the rules and regulations of the SEC.

 

The audit committee has reviewed and discussed the audited financial statements with management. The audit committee has discussed with our independent auditors the matters required to be discussed by the statement on Auditing Standards No. 61 as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The audit committee has received the written disclosures and the letter from our independent auditor required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence. Based on the foregoing review and discussion, the audit committee recommended to the board that the audited financial statements be included in our annual report on Form 10-K for fiscal year 2015.

A copy of current charter of Audit Committee is available on the Company’s website http://content.stockpr.com/onehorizongroup/media/6f6926ac07f2526da1eaa0d94f84c6d7.pdf

During the year ended December 31, 2015, the audit committee held 4 meetings.

Nominating and Corporate Governance Committee

 

The purpose of the Nominating and Corporate Governance Committee is to assist the Board of Directors in identifying qualified individuals to become members of our Board of Directors, in determining the composition of the Board of Directors and in monitoring the process to assess Board effectiveness. Each of Nicholas Carpinello, Robert Law and Richard Vos are members of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee operates under a written charter. Mr. Richard Vos is the Chairman of the Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee held four meetings during the year ended December 31, 2016.

6

 

●Our Nominating and Corporate Governance Committee has, among the others, the following authority and responsibilities:
  
●To determine and recommend to the Board, the criteria to be considered in selecting nominees for the director;
  
●To identify and screen candidate consistent with such criteria and consider any candidates recommended by our stockholders pursuant to the procedures described in our proxy statement or in accordance with applicable laws, rules and regulations and provisions of our charter documents.
  
●To select and approve the nominees for director to be submitted to a stockholder vote at the annual Annual Meetingmeeting of stockholders.

A copy of current charter of Nominating and Corporate Governance Committee is available on the Company’s website http://content.stockpr.com/onehorizongroup/media/8eccadeceb1ccc10b249cc5ab2456058.pdf

During the year ended December 31, 2015, the nominating and corporate governance committee held 4 meetings.

Compensation Committee

 

The Compensation Committee is responsible for overseeing and, as appropriate, making recommendations to the Board of Directors regarding the annual salaries and other compensation of our executive officers and general employees and other policies, and for providing assistance and recommendations with respect to our compensation policies and practices. Each of Nicholas Carpinello, Robert Law and Richard Vos are members of the Compensation Committee. The Compensation Committee operates under a written charter. Mr. Robert Law is the Chairman of Compensation Committee. Our Compensation Committee held four meetings during the year ended December 31, 2016.

 


As required by Rule 10C-1(b)(2), (3) and (4)(i)-(vi) under the Securities Exchange Act of 1934 (the “Act”), our Compensation Committee has, among the others,  the following responsibilities and authority.

 

●The compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser.
  
●The compensation committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the compensation committee or said group.
  
●The Company must provide for appropriate funding, as determined by the compensation committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the compensation committee or said group.
  
●The compensation committee select, or receive advice from, a compensation consultant, legal counsel or other adviser to the compensation committee or said group, other than in-house legal counsel, only after conducting an independence assessment with respect to the adviser as provided for in the Act.

 

A copy of current Charter of Compensation Committee is available on the Company’s website http://content.stockpr.com/onehorizongroup/media/abf14232f92dbd65d5ee4c83d7b1fa3b.pdf

During the year ended December 31, 2015, the compensation committee held 4 meetings.

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Code of Ethics

Our board of directors has adopted a Policy Statement on Business Ethics and Conflicts of Interest (“Code of Ethics”) applicable to all employees, including the Company’s chief executive officer and chief financial officer. A copy of the Code of Ethics and Business Conduct is available on the Company’s websitehttp://content.stockpr.com/onehorizongroup/media/250c1db923f658aca6cc69dfc35c7f89.pdf

Board Leadership Structure and the Board’s Role in Risk Oversight.

Board Leadership Structure and the Board’s Role in Risk Oversight.

The Board of Directors currently does not have a Chairman. Our Chief Executive Officer acts as the Chairman of the Board. The Board determined that in the best interest of the Company the most effective leadership structure at this time is not to separate the roles of Chairman and Chief Executive Officer. A combined structure provides the Company with a single leader who represents the company to our stockholders, regulators, business partners and other stakeholders, among other reasons set forth below. Should the Board conclude otherwise, the Board will separate the roles and appoint an independent Chairman.

●    This structure creates efficiency in the preparation of the meeting agendas and related Board materials as the Company’s Chief Executive Officer works directly with those individuals preparing the necessary Board materials and is more connected to the overall daily operations of the Company. Agendas are also prepared with the permitted input of the full Board of Directors allowing for any concerns or risks of any individual director to be discussed as deemed appropriate. The Board believes that the Company has benefited from this structure, and Mr. Collin’s continuation in the combined role of the Acting Chairman and Chief Executive Officer is in the best interest of the stockholders.

●    The Company believes that the combined structure is necessary and allows for efficient and effective oversight, given the Company’s relatively small size, its corporate strategy and focus.

The Board of Directors does not have a specific role in risk oversight of the Company. The Chairman, President and Chief Executive Officer and other executive officers and employees of the Company provide the Board of Directors with information regarding the Company’s risks. Annual Meeting

Board Independence

Our stock is currently trading on Nasdaq Capital Market; we are required to comply with the director independence requirements of the Nasdaq rules. The Board of Directors also consults with counsel to ensure that the Boards of Directors’ determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors, including those adopted under the Sarbanes-Oxley Act of 2002 with respect to the independence of Audit Committee members.  The Nasdaq listing standards define an “independent director” generally as a person, other than an officer of a company, who does not have a relationship with the company that would interfere with the director’s exercise of independent judgment.  Four of our directors, Mr. Carpinello, Mr. Vos, Mr. Law and Mr. Vogler are “independent” as that term is defined by Nasdaq Rule 4200(a)(15); accordingly, we satisfy the “independent director” requirements, which requires that a majority of a company’s directors be independent.

Directors Attendance at Meetings

During fiscal year 2015, the Board held 5 telephonic meetings and a majority of our board members attended all such meetings.

We intend to schedule a Board meeting in conjunction with our Annual Meeting and expect that our directors will attend, whether in person or telephonically, absent a valid reason such as a schedule conflict.   

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Stockholder Communications with Directors

 

OHGI stockholders who want to communicate with our Board or any individual director can write to:

 

One Horizon Group, Inc.

T1-017 Tierney Building, University of Limerick, Limerick, Ireland.34 South Molton Street

London W1K 5RG, United Kingdom

Attn: Board Administration

 

Your letter should indicate that you are an OHGI stockholder.  Depending on the subject matter, management will:

 

 ●Forward the communication to the Director or Directors to whom it is addressed;
   
 ●Attempt to handle the inquiry directly, for example where it is a request for information about OHGI or it is a stock-related matter; or
   
 ●Not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

 

At each Board meeting, a member of management presents a summary of all communications received since the last meeting that were not forwarded and makes those communications available to the Directors on request.

 

Compliance with Section 16(a) of the Exchange ActBeneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934 requires our Directors, Executive Officers and beneficial owners of more than 10% of our common stock to file with the SEC reports of their holdings of, and transactions in, our common stock. Based solely upon our review of copies of such reports and written representations from reporting persons that were provided to us, we believe that our officers, directors and persons who own more than 10% of any class of our securities registered under Section 12(g) of the Exchange Act to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulationcomplied with these reporting requirements with respect to furnish us with copies of all Section 16(a) forms they file.2016. 

 


Based solely on our reviewPolicy Regarding Attendance of the copiesDirectors at Annual Meetings of such reports furnished to us or written representations that no other reports were required, we believe that all Section 16(a) filing requirements applicable to our officers, directors and greater than ten (10%) percent beneficial owners have been complied with during the year ended December 31, 2015 and through the date hereof.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSStockholders

 

We have not entered into any transactions duringestablished a formal policy regarding director attendance at our annual meetings of stockholders, although we encourage our directors to attend the last two fiscal years with any director,annual meeting.

Code of Ethics

Our Board of Directors has adopted a Policy Statement on Business Ethics and Conflicts of Interest (“Code of Ethics”) applicable to all employees, including the Company’s chief executive officer director nominee, 5% or more shareholder, nor have we entered into transactions with any memberand chief financial officer. A copy of the immediate familiesCode of Ethics and Business Conduct is available on the foregoing person (include spouse, parents, children, siblings, and in-laws) nor is any such transaction proposed, except as follows:Company’s website http://content.stockpr.com/onehorizongroup/media/250c1db923f658aca6cc69dfc35c7f89.pdf

 

Amounts due to related parties include the following: (in thousands)

  September 30  December 31 
  2016  2015 
         
Loans due to stockholders (current officers and directors) $2,343  $2,354 

At September 30, 2016, $2,343,000 of related party debt was outstanding and will mature on April 1, 2018, which is unsecured and is interest free.

9

Promoters and Certain Control PersonsInformation Concerning Executive Officers

 

None of our management or other control persons were “promoters” (within the meaning of Rule 405 under the Securities Act), and none of such persons took the initiativeOur Executive Officers are set forth in the formationtable below along with their ages and positions.

NameAgePosition
Mark White57Chief Executive Officer and President
Martin Ward60Chief Financial Officer

For information concerning the employment history of our business or received anyMessrs. White and Ward, see Proposal 1, Election of our debt or equity securities or any of the proceeds from the sale of such securities in exchange for the contribution of property or services, during the last five years.Directors.

 

LEGAL PROCEEDINGSExecutive Compensation

We are not a party to any material legal proceedings and no material legal proceedings have been threatened by us or, to the best of our knowledge, against us except the following:

In 2012, we sold certain former subsidiaries engaged in provision of satellite service in 2012 to Broadband Satellite Services (“BSS”), a company incorporated under laws of England and Wales. Horizon Globex, a company incorporated in Switzerland and a subsidiary of us, had provided these subsidiary companies with software and IT services.  In connection with its acquisition of our former subsidiary companies, BSS entered into three agreements with Horizon Globex pursuant to which BSS continued to use Horizon Globex to supply  software and IT services.  Notwithstanding the fact that Horizon Globex has provided such ongoing software and IT services, BSS has failed to pay our fees pursuant to the agreements.  As a result, on December 23, 2014, we initiated legal proceedings in the High Court, Queens Bench Division, Commercial Court No. 2014 folio 1560 against BSS in the United Kingdom to collect such fees in the amount of $640,000.  Subsequently, BSS asserted counter claims in the amount of $5.8 million, alleging among other claims, civil fraud in connection with the sale of subsidiary companies.   Based on the timing of these claims, which were never raised until we filed our action against BSS, it is our position that these claims are specious and represent nothing more than an attempt to improve BSS's negotiating position with regard to our legitimate claims against it.   As a result, we plan to continue to carry out our claims against BSS to the fullest extent possible and to defend BSS's counter-claims vigorously.  We note further that several of BSS's counter claims may be time barred by applicable sections of the contracts and plan to assert the same as an affirmative defense to such counter claim. Notwithstanding our views with regard to our claims against BSS and BSS's counterclaims, litigation is by its nature unpredictable and therefore we cannot guarantee with certainty the outcome of our dispute with BSS.

EXECUTIVE AND DIRECTOR COMPENSATION

The following tables set forth,summary compensation table shows, for each of the last two completed fiscal years ofperiods indicated, information regarding the Company, the total compensation awarded to, earned by or paid to any person who was aour principal executive officer duringand our chief financial officer (our only other executive officer whose compensation exceeded $100,000), for all services rendered in all capacities to our company and its subsidiaries. The individuals listed in the preceding fiscal year and every other highest compensated executive officers earning more than $100,000 during the last fiscal year (together, thefollowing table are referred to herein collectively as our “Named Executive Officers”).Officers.”

 

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Summary Compensation Table

 

Summary Compensation Table: Executives

Name and
Principal
Position		 Year Salary
($)		  Bonus
($)		  Stock
Award(s)
($)		  Option
Awards
($)		  Non-
Equity
Incentive
Plan
Compensation		  Non-
Qualified
Deferred
Compen-
sation
Earnings 
($)		  All Other
Compensation 
($)		  Total ($) 
                           
Brian Collins, CEO (1) 2016  360,000   0   0   0   0   0   0   360,000 
                                   
  2015  360,000   0   0   357,000   0   0   0   717,000 
                                   
Martin Ward, CFO(2) 2016  254,000   0   0   0   0   0   0   254,000 
  2015  287,000   0   0   0   0   0   0   287,000 

 

Name and
Principal
Position		 Period  Salary
($)		  Bonus
($)		  Stock
Award(s)
($)		  Option
Awards
($)		  Non-
Equity
Incentive
Plan
Compensation		  Non-
Qualified
Deferred
Compen-
sation
Earnings 
($)		  All Other
Compensation 
($)		  Total ($) 
(a) (b)  (c)  (d)  (e)  (f)  (g)  (h)  (i)  (j) 
                            
Mark White, Former CEO(1)  Year ended 12/31/15   0   0   0   0   0   0   0   0 
                                     
   Year ended 12/31/14   358,750   0   0   0   0   0   0   358,750 
                                     
Brian Collins, CEO (2)  Year ended 12/31/15   360,000   0   0   357,000   0   0   0   717,000 
                                     
   Year ended 12/31/14   615,000   0   0   0   0   0   0   615,000 
                                     
Martin Ward, CFO(3)  Year ended 12/31/15   287,000   0   0   0   0   0   0   287,000 
   Year ended 12/31/14   292,000   0   0   0   0   0   0   292,000 

11

 

(1)Mr. White was appointedCollins resigned as our President and Chief Executive Officer effective November 30, 2012 and resigned on July 24, 2014 due to personal reasons.August 11, 2017. For the two years ended December 31, 2016, Mr. WhiteCollins was paid predominately in Swiss Francs, with a conversion rates of CHF 1.00 = $1.12, which rate represents the average exchange ratefor that period, as represented by http://www.oanda.com/currency/historical-rates/.US Dollars.

 

(2)Mr. Collins was appointed our Chief Executive Officer effective July 28, 2014 and our chief technology officer effective November 30, 2012. For the period ended December 31, 2015, Mr. Collins was paid predominately .in US Dollars.

(3)Mr. Ward was appointed our Chief Financial Officer effective November 30, 2012. For the period ended December 31, 2014,2016, Mr. Ward was paid predominately in British pounds, sterling, with a conversion rate of £1.00 = $1.5571,$1.351, which rate represents the average exchange rate for that period, as represented by http://www.oanda.com/currency/historical-rates/.period. For the period ended December 31, 2015, Mr. Ward was paid predominately in British pounds (GBP 1 = USD 1.5288).

Pension BenefitEquity Awards – 2016

 

NoneWe did not grant any equity awards in the form of shares to either of the Named Executive Officers during 2016 and consequently we have omitted the periods covered in this Reporttable which would have described such awards. 


Nonqualified Deferred Compensation

None during the periods covered in this Report

Retirement/Resignation Plans

None during the periods covered in this Report

Outstanding Equity Awards at 20142016 Year-End

As

Neither of the year endedNamed Executive Officers held any outstanding equity awards as of December 31, 2015, there2016 and consequently we have omitted the table which would have described such awards. 

Employment Agreements

Mark White, President and Chief Executive Officer

Mr. White is employed as our President and Chief Executive Officer pursuant to an Employment Agreement dated September 8, 2017 for an initial term which expires July 31, 2022. The term of the agreement renews automatically for successive one-year renewal terms unless terminated by Mr. White or us by written notice not later than 60 days’ prior to the end of the initial or any renewal term. Mr. White is entitled to receive an annual base salary of $480,000, provided that until the earlier of the acquisition by the Company of a business with a valuation in excess of $1,000,000 and December 31, 2017, the salary payable to Mr. White will be accrued but not paid, with such accrued salary to be paid in equal monthly installments during the period commencing March 1, 2018 through July 1, 2018, or such earlier date upon which Mr. White’s employment is terminated. In addition, as a signing bonus, the Company has issued Mr. White 1,600,000 shares of its common stock. Mr. White is also entitled to receive five-year options to purchase shares of our common stock pursuant to an Incentive Compensation Plan to be based upon performance criteria to be determined annually by the Board of Directors. Mr. White will be entitled to participate in any employee health, life or disability insurance plans established and maintained by the Company. 

Mr. White’s employment terminates upon his death, and may be terminated by us for “Cause” (as defined), if he becomes disabled, or upon 60 days’ prior written notice, or by Mr. White for “Good Cause” (as defined), for any reason upon 30 days’ prior written notice during the term or 60 days’ notice prior to the end of the initial or any renewal term. If terminated by the Company at the end of the initial term or any renewal term, or during the term other than for “Cause” or by reason of death or disability, or if terminated by Mr. White for “Good Cause,” Mr. White is entitled to a severance benefit in an amount equal to his base salary at the time of termination. Mr. White also is entitled to the same severance benefit if his employment is terminated as a result of a “Change in Control (as defined) or if following the Change in Control the acquiring (or successor) entity does not offer him employment on the same or substantially similar economic terms and conditions, and with substantially the same level of authority as provided under his employment agreement; provided that if following a Change in Control the acquiring entity requests that Mr. White enter into a relationship whereby Mr. White will provide services to, or for the benefit of, the acquiring entity, or is otherwise compensated by the acquiring entity (a “Relationship”), upon the same or substantially similar economic terms and conditions as those provided in his employment agreement, Mr. White shall be obligated to enter into such Relationship for a period of up to six months following the consummation of such Change in Control, and upon completion of such six months service, or shorter period as may be agreed to by the acquiring entity, or as a result of Mr. White’s death or disability, and notwithstanding that Mr. White has been paid and may continue to render services to the acquiring entity, Mr White shall be entitled to receive an amount equal to the severance payment he would have received under his employment agreement had his employment been terminated on the business day immediately prior to the date on which the Change in Control was consummated; except that if Mr. White resigns from his position with the acquiring entity prior to the completion of such period, up to six months, as the acquiring entity requests that he provide services, he shall be paid an amount equal to the severance payment he would have received under his employment agreement had his employment been terminated on the business day immediately prior to the date on which the Change in Control was consummated,less all amounts received from the acquiring entity for services rendered prior to such resignation.

Martin Ward, Chief Financial Officer

Martin Ward, our Chief Financial Officer, does not have an employment agreement with us. He is entitled to a salary of $240,000 per annum.

Brian Collins, Former President and Chief Executive Officer

Brian Collins, who resigned as our President and Chief Executive Officer on August 11, 2017, had employment agreements with OHGI and our wholly-owned subsidiary, One Horizon Hong Kong Limited, pursuant to which he was entitled to an annual base salary of 36,000 pounds sterling (approximately $50,000) and $300,000, respectively. Mr. Collins did not receive any severance payments upon his resignation.


Transactions with Related Persons

Our Policy Concerning Transactions with Related Persons

Under Item 404 of SEC Regulation S-K, a related person transaction is any actual or proposed transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, including those involving indebtedness not in the ordinary course of business, to which we or our subsidiaries were no unexercised options, stock that has not vested or equity incentive plan awards held byare a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, nominees for director, executive officers, beneficial owners of more than 5% of any class of our voting securities (a “significant shareholder”), or any member of the immediate family of any of the Company’s named executive officers.foregoing persons, had or will have a direct or indirect material interest.

 

CompensationWe recognize that transactions between us and any of our Directors or Executives or with a third party in which one of our officers, directors or significant shareholders has an interest can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations other than the best interests of our Company and stockholders.

 

Our directorsThe Audit Committee of the Board of Directors is charged with responsibility for reviewing, approving and overseeing any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K), including the propriety and ethical implications of any such transactions, as reported or disclosed to the Committee by the independent auditors, employees, officers, members of the Board of Directors or otherwise, and to determine whether the terms of the transaction are reimbursednot less favorable to us than could be obtained from an unaffiliated party.

Transactions

The following includes a summary of transactions since January 1, 2016, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for expenses incurred by themthe last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.

On August 11, 2017 we sold all of the outstanding capital stock of three of our subsidiaries, Abbey Technology GmbH, Horizon Globex GmbH and Horizon Globex Ireland Ltd., and approximately 99.7% of the outstanding shares in One Horizon Group plc (collectively the “Discontinued Entities”) to Brian Collins, our then Chief Executive Officer, in exchange for the forgiveness of $1,968,253 payable to Mr. Collins. In connection with attendingthe transaction, Mr. Collins and the Discontinued Entities released us and our remaining subsidiaries (the “Excluded Entities”) from any claims outstanding as of the date of the transaction and we and the Excluded Entities released the Discontinued Entities from any outstanding claims. In contemplation of sale, certain intellectual property was transferred among the Discontinued Entities and the Excluded Entities such that each could continue the business contemplated to be carried on after the sale was consummated.

On August 18, 2017, Martin Ward, our Chief Financial Officer, accepted the offer to convert $662,048 due to him from us into 859,802 shares of common stock (a conversion price of $0.77 per share, the closing price of the Company’s common stock on August 14, 2017).

In September 2017, we entered into an agreement with Mark White, our President, Chief Executive Officer and a director of our company, whereby Mr. White agreed to exchange 555,555 shares of our Series A-1 Convertible Preferred Stock, and the right to accrued but unpaid dividends thereon, for 4,000,000 shares of common stock. The exchange was approved by holders of a majority of our outstanding shares of common stock by written consent in lieu of a meeting of stockholders dated October 24, 2017 in accordance with NASDAQ’s corporate governance rules.


 Amounts due to related parties include the following: (in thousands)

  December 31 
  2016 
Loans due to stockholders    
Due within one year $— 
Long-term  2,343 
  $2,343 

The balance of $2,343,000 matures on April 1, 2018 and bears no interest.

The foregoing transactions were reviewed and approved by the Audit Committee or our Board of Directors’ meetings.  Directors. We believe that the terms of each transaction were not less favorable to us than those terms that could be obtained from an unaffiliated third party.


Security Ownership of Certain Beneficial Owners and Management

Change in Control

On November 27, 2017, Zhanming Wu, the holder of $3,500,000 principal amount of our 8% Series A Convertible Debentures (the “Debentures”), acquired 13,000,000 shares of our common stock upon conversion of $3,000,000 principal amount of the Debentures, including accrued but unpaid interest on the entire outstanding principal amount of the Debentures, pursuant to an agreement dated as of September 4, 2017. The Debentures were initially convertible into shares of our common stock at the option of the holder at $2.25 per share, and as a result of anti-dilution adjustments the conversion price had been reduced to approximately $0.2568 per share. The agreement provides for the cancellation of the remaining $500,000 principal balance of the Debentures and the issuance to Mr. Wu of our 7% promissory note in the principal amount of $500,000. In addition, we granted Mr. Wu the right to designate four individuals to serve as directors of our company as long as he owns at least 30% of the outstanding shares of our common stock, in which case we could increase the number of directors constituting the entire Board of Directors to seven members. As a result of the conversion of the Debentures and his subsequent acquisition of an additional 2,000,000 shares from Mr. White in consideration for a personal loan, Mr. Wu now beneficially owns approximately 53% of our outstanding shares of common stock. 

Security Ownership

The following table sets forth all cash compensation paidinformation known to us regarding beneficial ownership of our common stock as of November 28, 2017 (the “Record Date”), by (i) each person known by us as well as certain other compensation paid or accrued, in 2015, to own beneficially more than 5% of our outstanding common stock, (ii) each of our directors, (iii) our chief executive officer, and (iii) all of our directors and executive officers as a group. For purposes of the following named directors.

12

Fees
Earned
or
Paid in
Cash
($)		    Stock
Awards
($)		  Option
Awards
($)		  Non-Equity
Incentive
Plan
Compensation
($)		  Nonqualified
Deferred
Compensation
Earnings
($)		  All Other
Compen-
sation
($)		  Total ($) 
Nicholas
Carpinello		  18,000   0   0   0   0   0   18,000 
Brian Collins  360,000   0   357,000   0   0   0   717,000 
Robert Law  18,000   0   0   0   0   0   18,000 
Richard Vos  18,000   0   0   0   0   0   18,000 
Martin Ward  287,000   0   0   0   0   0   287,000 
Robert Vogler  18,000   0   0   0   0   0   18,000 

BENEFICIAL OWNERSHIP OF OHGI COMMON STOCK

As used in this section, the termtable below, beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as consistingotherwise indicated, we believe, based on information provided by each of the individuals named in the table below, that such individuals have sole or sharedinvestment and voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose of or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship or otherwise,such shares, subject to community property laws, where applicable.

As of November 21, 2016,the Record Date, we had a total of 35,809,348 shares of common stock and 170,940 shares of preferred stock issued and outstanding which are the only issued and outstanding equity securities of the Company. The preferred stock does not have voting rights with respect to the proposals contained herein, but we include such stock on as converted basis for purposes of the following table.

The following table sets forth, as of November 21, 2016: (a) the names and addresses of each beneficial owner of more than 5% of our common stock and preferred stock (taken together as one class) known to us, the number of shares of common stock and preferred stock beneficially owned by each such person, and the percent of our common stock and preferred stock so owned; and (b) the names and addresses of each director and executive officer, the number of shares our common stock and preferred stock beneficially owned, and the percentage of our common stock and preferred stock so owned, by each such person, and by all of our directors and executive officers as a group. Each person has sole voting and investment power with respect to the28,418,271 shares of our common stock and preferred stock, exceptstock. Except as otherwise indicated. Beneficial ownership consists of a direct intereststated in the sharestable, the address of common stock and preferred stock, except as otherwise indicated. Individual beneficial ownership also includes shares of Common Stock that a person has the right to acquire within 60 days from November 21, 2016.holder is c/o our company, 34 South Molton Street, London W1K 5RG, United Kingdom.

 

13
Name Amount And
Nature of
Beneficial
Ownership		  Percent 
Named Executive Officers and Directors:        
Mark White (1)  3,992,943(2)  14.05% 
Martin Ward  1,369,738   4.82% 
Richard Vos  20,413   * 
Nicholas Carpinello  10,700   * 
Robert Law  10,684   * 
All Executive Officers and Directors as a Group (5 persons)  5,384,478 (3)    18.95% 
         
Holders of More than 5% of the Outstanding Shares        
Zhanming Wu
c/o Dachao Asset Management (Shanghai) Co., Ltd.
No. 868 Puming Road, Bldg No.5, Room 703
Shanghai, F4 200120 China		  15,129,630(4)  53.00% 

 

Name of Person or Group Amount And
Nature of
Beneficial
Ownership(1)		  Percent 
       
Principal Stockholders:        
         
Alexandra Mary Johnson 
44 Fairway Lakes Village
Caldecott Hall
Fritton Great Yarmouth
Norfolk, NR31 9EY 
United Kingdom		  1,942,666   5.43%
         
Adam Christie Thompson 
547A Wellington Road 
Crisfield, MD 21817		  1,942,666   5.43%
         
Century River Limited
Rooms 1105-12, 11F Nan Fung Tower
173 Des Voeux Rd, Central
Hong Kong		  4,262,399   11.90%
         
Named Executive Officers and Directors:        
         
Brian Collins  6,069,011   16.95%
         
Martin Ward  2,914,666   8.14%
         
Richard Vos  9,729   * 
         
Nicholas Carpinello  16   * 
         
Robert Law  0   * 
         
Robert Vogler  194,600   * 
All Executive Officers and Directors as a Group (6 persons):  9,188,022   25.12%

 

 

*Less than 1%.
(1)Except as otherwise indicated, eachMr. White became President, Chief Executive Officer and a director of our company on September 8, 2017.

(2)

Includes 392,943 shares owned by Century River Limited, a company wholly owned by Mr. White, and of which he is the stockholders listed above has sole votingPresident and investment power over thea director. 

(3)

Does not include 1,041,180 shares beneficially owned.owned by Brian Collins, who resigned as a director and as President and Chief Executive Officer on August 11, 2017.

(2)(4)Includes 129,630 shares which Mr. White was appointed our chief executive officer effective November 30, 2012 and resigned on July 24, 2014 due to personal reasons.Wu may acquire upon exercise of warrants.

Vote Required and RecommendationAudit Committee Report to Stockholders

 

Pursuant to rules adopted by the SEC designed to improve disclosures related to the functioning of corporate audit committees and to enhance the reliability and credibility of financial statements of public companies, the Audit Committee of our Board of Directors will be elected atsubmits the Annual Meeting by a plurality (meaning, the largest number)following report:

The Audit Committee of the votes castBoard of Directors is responsible for each director. Unless a shareholder requests that votingproviding independent, objective oversight of the proxy be withheld for any one or moreCompany’s accounting functions and internal controls. The Audit Committee is composed of three directors, each of whom is independent within the nominees for directors by so directing on the proxy card, the shares representedmeaning of NASDAQ Marketplace Rule 5605(a)(2). The Audit Committee operates under a written charter approved by the accompanying proxy will be voted FOR election, as directors,Board of the nominees listed in the Proxy Card. If any nominee becomes unavailable for any reason (which event is not anticipated) to serve as a director at the time of the Annual Meeting, then the shares represented by such proxy may be voted for such other person as may be determined by the holders of such proxy.Directors.

 

THE BOARD RECOMMENDS THAT YOU VOTE “ALL FOR” THE NOMINEES OF ELECTION OF DIRECTORS OF THE BOARD.

14

PROPOSAL 2

PROPOSAL TO RATIFY THE APPOINTMENT OF OUR INDEPENDENT AUDITORS

Independent Public Accountants

On October 12, 2016, Peterson Sullivan LLP (“Peterson”) resigned as One Horizon Group, Inc.’s (the “Company”)Management is responsible for the Company’s internal controls over financial reporting, disclosure controls and procedures and the financial reporting process. The independent registered public accounting firm. Onfirm is responsible for performing an independent audit of the same date,Company’s consolidated financial statements in accordance with Public Company Accounting Oversight Board (PCAOB) standards and to issue reports thereon. The Audit Committee’s responsibility is to monitor and oversee these processes. The Audit Committee has established a mechanism to receive, retain and process complaints on auditing, accounting and internal control issues, including the recommendationconfidential, anonymous submission by employees, vendors, customers and others of concerns on questionable accounting and auditing matters.

In connection with these responsibilities, the Audit Committee met with management and the independent registered public accounting firm to review and discuss the December 31, 2016 audited consolidated financial statements. The Audit Committee also discussed with the independent registered public accounting firm the matters required by Statement on Auditing Standards Update No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the PCAOB in Rule 3200T. In addition, the Audit Committee received the written disclosures from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed the independent registered public accounting firm’s independence from the Company and its management.

Based upon the Audit Committee’s discussions with management and the independent registered public accounting firm, and the Audit Committee’s review of the representations of management and the independent registered public accounting firm, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for fiscal 2016 filed with the SEC.

The Audit Committee also has appointed, subject to stockholder ratification, Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

Respectfully submitted,
THE AUDIT COMMITTEE

Nicholas Carpinello, Chairman

Robert Law

Richard Vos

The Report of the Audit Committee should not be deemed filed or incorporated by reference into any other filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates the Report of the Audit Committee therein by reference.


PROPOSAL TWO:

Independent Registered Public Accounting Firm

The Audit Committee of our Board of Directors has appointed the firm of Cherry Bekaert LLP (“Cherry”), anto serve as our independent registered certified public accounting firm as the Company’s new independent auditorand to audit theour consolidated financial statements for the fiscal year ending on December 31, 2016. Although ratification by the stockholders is2017. Cherry Bekaert LLP does not required by law or the Company’s governance documents, the Company believes ratification of this appointment is good corporate practice because the audit of the Company’s books and records isexpect to have a matter of importance to the Company’s stockholders. In the event this ratification is not received, the Audit Committee will reconsider the selection of Cherry, however, the Board may nevertheless elect to retain them. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent auditor at any time during the year, if it determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of Cherry are not expected to berepresentative present at the Annual Meeting, but will be available via telephone to respond to questions from the Company’s stockholders.

 

 We are asking our stockholders to ratify the selection of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017. Although ratification is not required by our By-laws or otherwise, the Board is submitting the selection of Cherry Bekaert LLP to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. In the event that our stockholders fail to ratify the selection, it will be considered as a direction to the Board of Directors and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the best interests of our stockholders.

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

The Audit Committee pre-approves all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.

Principal Accountant Fees and Services

As required by our Audit Committee charter, our Audit Committee pre-approved the engagement of Cherry Bekaert LLP for all audit and permissible non-audit services. The Audit Committee annually reviews the audit and permissible non-audit services performed by our principal accounting firm and reviews and approves the fees charged by our principal accounting firm. The Audit Committee has considered the role of Cherry Bekaert LLP in providing tax and audit services and other permissible non-audit services to us and has concluded that the provision of such services, if any, was compatible with the maintenance of such firm’s independence in the conduct of its auditing functions.


Audit Fees

 

The following table presents

Aggregate fees for professional audit services rendered to our company by Cherry Bekaert LLP (“Cherry”) and Peterson for the audit of our annual financial statementsSullivan LLP (“Peterson”) for the years ended December 31, 2016 and 2015 and December 31, 2014, and fees billed for other services rendered (for audit and non-audit services and all “out-of-pocket” costs incurred in connection with these services) by Peterson during these periods.were as follows: 

 

Services Provided 2015 2014  2016 2015 
Audit Fees(1) $150,000  $110,000  $167,000  $150,000 
Audit Related Fees(2)  30,000   70,000   0   30,000 
Tax Fees  0   0   0   0 
All Other Fees  0   0   0   0 
Total $180,000  $180,000  $167,000  $180,000 

 

Audit Fees –

(1) Audit fees billed by Peterson, the Company’sour prior independent registered public accounting firm, and by Cherry, our current independent registered public accounting firm, were for the audit of our annual consolidated financial statements, including any fees related to other filings with the SEC.

 

Audit-Related Fees –(2) Audit-related fees billed during the 2014in 2015 were for the work undertaken in respect of amendments to the restatement of the 20132015 consolidated financial statements and prior years together with the interim financial statements on Form 10Q.

 

Tax Fees – There were no tax fees billed or accrued duringThe proposal to ratify the Reported Periods.

All Other Fees – There were no other fees billed or accrued during the Reported Periods.

15

Preapproval Policies and Procedures

Before theAudit Committee’s selection of Cherry Bekaert LLP as our independent registered accountants are engaged to render audit services or non-audit activities, the engagement is approved by our board of directors acting as the audit committee.

Audit Committee Report

The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the Commission, nor shall such information be incorporated by reference into any previous or future filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act except to the extent that the Company incorporates it by specific reference.

Review and Discussions with Management. The Audit Committee has reviewed and discussed the Company’s audited financial statements for the year ended December 31, 2015 with the management of the Company. The Audit Committee also discussed with the Company’s senior management the process for certifications by the Company’s chief executive officer and chief financial officer required by the Commission and the Sarbanes-Oxley Act of 2002 for certain of the Company’s filings with the Commission.

Review and Discussions with Independent Auditors. The Audit Committee has discussed with Cherry, the Company’s independent registered certified public accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board Auditing Standard No. 16, “Communications with Audit Committees,” which includes, among other items, matters related to the conduct of the audit of the Company’s financial statements. In addition, the Audit Committee has reviewed the selection, application and disclosure of the Company’s critical accounting policies. The Audit Committee has also received written disclosures and letters from PricewaterhouseCoopers required by Rule 3524 and Rule 3526 of the Public Company Accounting Oversight Board, “Communication with Audit Committees Concerning Independence,” and has discussed with PricewaterhouseCoopers their independence from the Company.

Conclusion. Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the 2015 Annual Report on Form 10-K for filing with the Commission.

The Audit Committee:

Nicholas Carpinello

Robert Law

Richard Vos

Vote Required and Recommendation

Approval of this proposal will require the affirmative vote of the holders of a majority of the shares of the Company’s common stock representedvotes cast in person or proxy by proxy and entitled to vote at the Annual Meeting.holders of the outstanding shares of common stock.  

THE BOARD OF DIRECTORS RECOMMENDS

A VOTEFOR THE ADOPTION OF PROPOSAL TWO

 

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OFSTOCKHOLDER PROPOSALSCHERRY BEKAERT LLP AS THE COMPANY’S INDEPENDENT AUDITOR TO AUDIT THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING ON DECEMBER 31, 2016.

 

[The rest of this page is intentionally left blank]

16

STOCKHOLDER PROPOSALS FOR THE FISCAL YEAR 2015 ANNUAL MEETING

Any stockholder who intendsStockholders wishing to present a proposal atinclude proposals in the 2016proxy materials in relation to our 2018 Annual Meeting of Stockholders must ensuresubmit the same in writing, by mail, first-class postage pre-paid, to One Horizon Group, Inc., 34 South Molton Street, London W1K 5RG, United Kingdom, Attention: Corporate Secretary, which must be received at our executive office on or before August 8, 2018 (unless we hold our annual meeting more than 30 days earlier next year, in which case the deadline will be a reasonable period of time prior to the date we begin to print and send our proxy materials for the annual meeting).

Our Board of Directors will review any stockholder proposals that are filed as required and, with the proposal is submitted pursuant toassistance of our Corporate Secretary, will determine whether such proposals meet the criteria prescribed by Rule 14a-8 under the Securities Exchange Act of 1934 and received byfor inclusion in our 2018 proxy solicitation materials or consideration at the Corporate Secretary of One Horizon Group, Inc,T1-017 Tierney Building, University of Limerick, Limerick, Ireland:

●  Not later than September 1, 2017, nor earlier than June 3, 2017 if2018 Annual Meeting. If the stockholder does not also comply with the date of next year’s Annual Meeting is to be held on a day which is not more than 30 days in advance of the anniversary of this year’s Annual Meeting or not later than 30 days after the anniversary of this year’s Annual Meeting.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of Rule 14a-4(c) under the Exchange Act, we may exercise discretionary voting authority under proxies we solicit to vote in accordance with our best judgment on any such stockholder proposal or nomination.

OTHER MATTERS

Our Board of Directors does not know of any matter to be brought before the Annual Meeting other than the matters set forth in the Notice of Annual Meeting of Stockholders and file with the SEC proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as required.  Stockholders may read and copy any document we file at the SEC’s public reference room at 100 F Street N.E., Washington, D.C. 20549 between the hours of 9:00 a.m. and 5:00 p.m. Eastern, except federal holidays and official closings.  Please call the SEC at (202) 551-8090 for further information on the public reference rooms.  Our SEC EDGAR and XBRL filings are also availablematters incident to the public fromconduct of the SEC’s website at http://www.sec.gov and our website at www.onehorizongroup.com.  Copies of SEC EDGAR filings, including those incorporated by referenceAnnual Meeting. If any other matter should properly come before the Annual Meeting, the persons named in thisthe enclosed proxy statement, can be obtained without charge by contacting the Company’s U.S. counsel, Hunter Taubman Fischer LLC’s office at 1450 Broadway, 26th Floor, New York, NY 10018.card will have discretionary authority to vote all proxies with respect thereto in accordance with their best judgment.


ANNUAL REPORT

 

The SEC allows us to “incorporate by reference” into this proxy statement documents we file withA copy of the SEC.  This means that we can disclose important information to stockholders by referring to those documents.  The information incorporated by reference is considered to be a part of this proxy statement, and later information we file with the SEC as specified below will update and supersede that information. We incorporate by reference the following documents filed with the SEC: (i) our Annual Reports and (ii) our Quarterly Reports. In addition, we will mail our Annual Report on Form 10-K for fiscalthe year ended December 31, 20152016 (the “2016 Form 10-K”) is enclosed with this Proxy Statement and is available on our Quarterlywebsite(http://www.onehorizongroup.com). We will provide copies of the exhibits to the 2016 Form 10-K upon payment of a nominal fee to cover the reasonable expenses of providing those exhibits. Requests should be directed to our Corporate Secretary by phone at +44(0)20 7409 5248 or by mail to One Horizon Group, Inc., 34 South Molton Street, London W1K 5RG, United Kingdom. The 2016 Form 10-K and the exhibits thereto also are available free of charge from the SEC’s website (http://, www.sec.gov.). The Annual Report is not to be considered as proxy solicitation material. 

By Order of the Board of Directors,

/s/ Mark B. White

President and Chief Executive Officer

December 6, 2017


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:M46399-P18838                      KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

ONE HORIZON GROUP, INC.

 

The Board of Directors recommends you vote

 

FOR the following:

              
      

 For

All

 

 Withhold

All

 

 For All 

Except

 

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

 

    
 1. Election of Directors ☐  ☐ ☐      
                         
 01)Mark White04)Robert Law                     
 02)Martin Ward05)Richard Vos                    
 03)Nicholas Carpinello                      
                         
 The Board of Directors recommends you vote FOR proposal 2:      
                   ForAgainstAbstain   
 2.Ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. ☐☐ ☐    
                         
  NOTE: The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned Stockholder(s) and, in the discretion of the proxies, upon such other business as may properly come before the meeting. If no direction is made, this proxy will be voted FOR the nominees for the Board of Directors listed in item 1, and FOR item 2.      
          Yes No            
                         
 Please indicate if you plan to attend this meeting.  ☐  ☐            
                  
 Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.             
                         
                         
                         
 

Signature [PLEASE SIGN WITHIN BOX] 

Date        Signature (Joint Owners)Date  
                         

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

The Annual Report to Stockholders, including Annual Report on Form 10-Q for the periods ended September 30, 2016 along with this proxy statement  on November 21, 2016 to our stockholders10-K, Notice of Record DateAnnual Meeting of

Stockholders and Proxy Statement are available at www.proxyvote.com.

 

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 17
 

FORM OF PROXY CARD

M46400-P18838

 

 

 

 

ONE HORIZON GROUP, INC.

Annual Meeting of Stockholders

December 28, 2017

This Proxy is Solicited on Behalf of the Board of Directors

The stockholder(s) hereby appoint(s) Mark White and Martin Ward, and each of them, as proxies, each with the power of substitution, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares Common Stock of One Horizon Group, Inc. (the “Company”) that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 A.M., Eastern Standard Time, on December 28, 2017, at the offices of Eaton & Van Winkle LLP, 3 Park Avenue, 16th floor, New York, New York 10016, and at any adjournment or postponement thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTEDFOR THE ELECTION OF THE NOMINEES FOR THE BOARD OF DIRECTORS LISTED ON THE REVERSE SIDE, ANDFOR PROPOSAL 2.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.

Continued and to be signed on reverse side