ACU

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Acme United Corporation

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

March 27, 2023

Dear Fellow Shareholder:

On behalf of your Board of Directors and Management, I cordially invite you to attend the 2023 Annual Meeting of Shareholders of Acme United Corporation scheduled to be held on Monday, April 24, 2023, at 11:00 A.M., Eastern Time. The Annual Meeting will be held as a “virtual meeting”, i.e., solely by means of remote communication via the Internet at www.virtualshareholdermeeting.com/ACU2023. Shareholders will be able to participate virtually, vote on matters submitted to the shareholders and submit questions during the Annual Meeting electronically. All shareholders will have the same rights and opportunities to participate in this virtual Annual Meeting as they would have at an in-person annual meeting. The Meeting will be held for the following purposes:

Information regarding these matters is set forth in the accompanying Notice of Annual Meeting and Proxy Statement to which you are urged to give your prompt attention.

We hope that you will attend our virtual Annual Meeting. Whether or not you plan to attend, it is important that your shares be represented and voted at the virtual Meeting. Please take a moment to sign, date and promptly mail your proxy card in the enclosed prepaid envelope. Alternatively, you may vote online or by telephone as instructed in the proxy materials. This will not limit your right to vote via the Internet should you attend the Annual Meeting.

On behalf of your Board of Directors, thank you for your continued support and interest in Acme United Corporation.

Sincerely,

Walter C. Johnsen

Chairman and Chief Executive Officer

Acme United Corporation

1 Waterview Drive

Shelton, Connecticut 06484

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MONDAY, APRIL 24, 2023

To our Shareholders:

The 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Acme United Corporation, a Connecticut corporation (the “Company”), will be held on Monday, April 24, 2023, at 11:00 A.M., Eastern Time. The Annual Meeting will be held virtually via the Internet, and shareholders can access and participate in the Annual Meeting, vote and submit questions by visiting www.virtualshareholdermeeting.com/ACU2023 and entering the control number provided in these proxy materials. Shareholders will be able to participate virtually, vote on matters submitted to the shareholders and submit questions during the Annual Meeting electronically. All Shareholders will have the same rights and opportunities to participate in this virtual Annual Meeting as they would have at an in-person annual meeting. Shareholders will be given an opportunity to inspect the Company’s shareholder list virtually after they have accessed the meeting. Shareholders will also be able to communicate, and to read or hear the proceedings of the meeting, substantially concurrent with such proceedings. Please note that you will not be admitted to the Annual Meeting until you have verified that you are a shareholder by entering the control number provided in these proxy materials.

At the Annual Meeting, shareholders will consider and act upon the following proposals:

Shareholders of record at the close of business on March 8, 2023, are entitled to receive notice of and to vote at the Meeting and at any adjournment or postponement thereof. Additional instructions for accessing the Annual Meeting, voting, and submitting questions are in the accompanying proxy materials. Shareholders may submit questions for the Annual Meeting via the Internet after verifying their status as a shareholder and after they have been admitted to the Annual Meeting. Shareholders will have an opportunity to submit written questions via the Internet at any time during the meeting by following the instructions that will be available on the meeting website. However, we recommend that shareholders submit all questions prior to the start of the Annual Meeting.

Please carefully read the attached Proxy Statement for information regarding the matters to be considered and acted upon at the Meeting. Your Board of Directors recommends that you vote in favor of Proposals 1, 2, and 3 above. You are cordially invited to attend the virtual Annual Meeting online and we hope that you will do so.

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING IN PERSON, YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED RETURN POSTAGE-PAID ENVELOPE. No additional postage need be affixed to the return envelope if mailed in the United States. If you are a shareholder of record, you may vote by submitting your proxy, or you may vote online or by telephone as instructed in the proxy materials. Your proxy may be revoked by you at any time prior to the exercise of the proxy in the manner described in the accompanying proxy statement.

By Order of the Board of Directors,

Paul G. Driscoll

Vice President and Chief Financial Officer, Secretary and Treasurer

March 27, 2023

Shelton, Connecticut

Acme United Corporation

1 Waterview Drive

Shelton, Connecticut 06484

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON April 24, 2023

PROXY STATEMENT

This Proxy Statement and the accompanying Notice of Annual Meeting of Shareholders and Proxy Card are being furnished in connection with the solicitation of proxies by the Board of Directors of Acme United Corporation, a Connecticut corporation (the “Company”), to be used at the Annual Meeting of Shareholders of the Company (the “Annual Meeting”), to be held on April 24, 2023, at 11:00 A.M., Eastern Time. The 2023 Annual Meeting will be held as a “virtual meeting” via the Internet. You will not be able to attend the Annual Meeting in person. You will be able to attend, vote, and submit questions by visiting www.virtualshareholdermeeting.com/ACU2023. This Proxy Statement and the enclosed Proxy Card are being furnished on or about March 28, 2023 to all holders of record of the Company’s Common Stock, par value $2.50 per share (the “Common Stock”), as of the close of business on March 8, 2023. A copy of the Company’s 2022 Annual Report to Shareholders, including consolidated financial statements for the fiscal year ended December 31, 2022, accompanies this Proxy Statement.

At the Meeting, shareholders will:

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 24, 2023.

The Notice of Annual Meeting of Shareholders, this Proxy Statement, Proxy Card, and the 2022 Annual Report to Shareholders are available at the following website address: proxy.acmeunited.com.

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Virtual Meeting.

The Acme United Corporation 2023 Annual Meeting will be held on April 24, 2023, at 11:00 A.M., Eastern Time as a “virtual meeting” via the Internet. You will be able to attend virtually, vote and submit questions by visiting www.virtualshareholdermeeting.com/ACU2023. We encourage you to access the Annual Meeting online at least 15 minutes before the beginning of the meeting to allow sufficient time to complete online check-in procedures. In order to join the Annual Meeting, you will need to enter the 16-digit Control Number we have provided in your proxy materials. If your shares are held in the name of a bank, brokerage firm or other nominee, you should follow the instructions provided by them in order to participate in the virtual meeting.

If you have questions about how to attend and participate in the Annual Meeting, there will be Technical Support numbers on the shareholder log in page to provide technical support on the day of the Annual Meeting. Personnel will be available 15 minutes prior to the start of the meeting to answer your technical questions.

Questions at the Annual Meeting. Shareholders will have an opportunity to submit written questions via the Internet at any time during the meeting by following the instructions that will be available on the meeting website.

Record Date. The Board of Directors has fixed the close of business on March 8, 2023 as the record date (the “Record Date”) for determination of shareholders entitled to receive notice of and to vote at the Meeting. As of the Record Date, there were 3,538,179 shares of Common Stock issued and outstanding and there were no other voting securities of the Company outstanding.

Quorum. At the Annual Meeting, the virtual attendance of, together with our receipt of proxies from shareholders, representing a majority of, the total number of shares of outstanding Common Stock entitled to vote at the Meeting, will constitute a quorum for the Meeting. Broker non-votes and abstentions will have no effect on the outcome of any of the matters being voted on at this Meeting, as they are not counted as votes cast; but are counted in determining the presence of a quorum.

Voting. Each outstanding share of Common Stock entitles the record holder of the share to one vote. If a shareholder holds shares in street name, and does not submit voting instructions to its broker, bank or other nominee, such broker, bank or other nominee will not be permitted to vote the shareholder’s shares in their discretion on the election of directors (Proposal 1), and the advisory vote on executive compensation (Proposal 2), but will still be permitted to vote the shareholder’s shares in their discretion on the ratification of the independent registered public accounting firm (Proposal 3). As noted above, abstentions and broker non-votes are not counted as votes cast on any matter to which they relate; accordingly, broker non-votes and abstentions will not affect the outcome of any votes.

Election of Directors. A plurality of the votes cast via the Internet or by proxy at the Meeting is required to elect each of the nominees for Director.

Advisory Vote on Executive Compensation. To be approved, the non-binding advisory vote on executive compensation must receive a majority of the votes cast via the Internet or by proxy at the Meeting.

Ratification of the Appointment of Our Independent Registered Public Accounting Firm. To be approved, the proposal to ratify the appointment of our independent public registered accounting firm for the fiscal year ending December 31, 2023 must receive a majority of the votes cast via the Internet or by proxy at the Meeting.

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Voting by Proxy.

You may cast your vote by proxy through the Internet by going to www.proxyvote.com and entering your control number. Shareholders of record that receive paper copies of the proxy materials may also cast their votes by proxy and submit their voting instructions by:

Votes and voting instructions provided through the Internet and by telephone are authenticated by use of your control number. This procedure allows shareholders to appoint a proxy, provide voting instructions, and to confirm that their actions have been properly recorded. If you vote through the Internet or by telephone, you do not need to return your proxy card.

The proxy solicited hereby, if properly executed and returned to the Company and not revoked prior to or at the Meeting, will be voted in accordance with the instructions specified thereon. If you properly sign and return your Proxy Card, but do not specify your choices, your shares will be voted by the proxy holders as recommended by the Board of Directors.

The Board of Directors encourages you to complete and return the Proxy Card or vote via Internet or telephone even if you expect to attend the Annual Meeting. You may revoke your proxy at any time before it is voted at the meeting by (i) giving written notice of revocation to the Secretary of the Company, (ii) submitting of a proxy bearing a later date, or (iii) attending the meeting virtually and voting at the meeting.

The proxy holders, Walter C. Johnsen and Susan H. Murphy, will vote all shares of Common Stock represented by Proxy that are properly executed and returned by shareholders. The proxy also authorizes the proxy holders to vote the shares represented in their sole discretion with respect to any matters not included in this Proxy Statement that may properly be presented for consideration at the Meeting. You must return a signed Proxy Card or vote via Internet as provided in these proxy materials or telephone as instructed on the Proxy Card if you want the proxy holders to vote your shares of Common Stock.

Voting at the Annual Meeting.

Shareholders may cast their votes electronically via the Internet at the Annual Meeting by following the instructions at www.virtualshareholdermeeting.com/ACU2023.

Solicitation of Proxies.

The cost of soliciting proxies will be borne by the Company. Following the mailing of proxy solicitation materials, proxies may be solicited by directors, officers and employees of the Company and its subsidiaries personally, by telephone or otherwise. Such persons will not receive any fees or other compensation for such solicitation. In addition, the Company will reimburse brokers, custodians, nominees and other persons holding shares of Common Stock for others for their reasonable expenses in sending proxy materials to the beneficial owners of such shares and in obtaining their proxies. The Company has engaged MacKenzie Partners, Inc. to assist in the solicitation of votes and the distribution of proxy materials for a fee of $8,000, plus out-of-pocket expenses.

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Board of Directors

The By-laws of the Company provide that the Company shall have a Board of Directors of not fewer than five or more than nine directors, as determined by the Board from time to time. The number of directors is presently fixed at seven. Directors serve until the next annual meeting of shareholders and until their respective successors have been elected and qualified.

The Board has determined that it is beneficial to combine the positions of its Chief Executive Officer and Chairman of the Board. In making this determination, the Board of Directors considered a number of factors, including the size of the Board in relation to the scope of the Company’s operations, the efficiencies obtained by combining the positions and the fact that the combination of the positions facilitates the alignment of the Board’s agenda with its oversight responsibilities relating to the business and operations of the Company. The Company does not have a lead independent Director.

Board of Director Meetings and Committees

The Board of Directors held seven meetings in 2022. In 2022, each Director attended at least 75% of the aggregate of the total number of Board meetings and meetings of committees of the Board of which they were a member. The Board of Directors has established standing Executive, Audit, Compensation and Nominating Committees, each of which is comprised solely of independent non-employee members of the Board of Directors.

Independence Determinations

The Board of Directors annually determines the independence of directors. No director is considered independent unless the Board has determined that he or she has no material relationship with the Company, either directly or as a partner, shareholder, or officer of an organization that has a material relationship with the Company or otherwise. Material relationships can include commercial, banking, consulting, legal, accounting, charitable, and familial relationships, among others.

Independent directors are directors who, in the view of the Board of Directors, are free of any relationship that would interfere with the exercise of independent judgment. Under NYSE American rules, the following persons are not considered independent:

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Immediate family includes a person’s spouse, parents, children, sibling, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law, and anyone who resides in such person’s home.

Mr. Johnsen, Chairman of the Board, serves as Chief Executive Officer of the Company, and Mr. Olschan, a member of the Board, serves as President and Chief Operating Officer of the Company are each standing for re-election as a non-independent director. The Board has determined that all of the five other current directors are “independent” within the meaning of the applicable listing standards of the NYSE American. The independent directors are: Mr. Barker, Mr. Davidson, Mr. Holden, Dr. Murphy, and Mr. Ward, each of whom is standing for re-election.

Nominations for Directors

The Board of Directors is responsible for selecting director nominees to stand for election at each annual meeting of shareholders and for filling vacancies on the Board at any time during the year. The Board has established a Nominating Committee that reviews all potential director candidates and recommends candidates to the full Board. The Nominating Committee will also consider nominations by shareholders, as described below. The full Board reviews and has final approval authority over all director nominees to be recommended to the shareholders for election.

In considering candidates for new membership or incumbents for continued membership on the Board of Directors of the Company, the Nominating Committee considers the factors set forth below, together with any other factors the Committee deems appropriate from time to time. The Nominating Committee generally seeks (i) active or former senior level executives of public companies or other complex organizations who have experience at a strategy/policy setting level or with high level management experience; (ii) persons whose background and experience are in areas important to the operations or management of the Company; and (iii) qualified individuals who, taken as a group, represent a diversity of skills, background and experience. Each potential nominee:

The Nominating Committee will commence its evaluation of candidates on the basis of materials submitted by or on behalf of the candidate and on the basis of the knowledge of members of the Nominating Committee and management regarding the candidate. To the extent the Nominating Committee does not

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have enough information to evaluate a candidate, the Nominating Committee may send a questionnaire to the candidate for completion for Nominating Committee consideration. In addition, it has historically been customary for some members of the Board to meet with the candidate individually or in small groups, as appropriate. Members of the Nominating Committee will also interview candidates as the Nominating Committee deems appropriate.

The Nominating Committee considers diversity in identifying nominees for Director. As stated above, the Nominating Committee seeks qualified individuals, who, taken as a group, represent a diversity of skills, background and experience. In considering a potential nominee’s background and experience, the Nominating Committee will consider the individual’s race, gender, ethnicity, and related characteristics.

Any shareholder entitled to vote for the election of directors at a meeting may nominate persons for election as directors if, as more fully provided in Article 2, Section 11 of the By-laws, the shareholder provides written notice of such shareholder’s intent to make such nomination at least sixty (60) days prior to the annual meeting at which the election of directors is to be held. If directors were to be elected at a special meeting of shareholders, the written notice of the shareholder’s intent to make a nomination must be provided to the Company not later than the close of business of the seventh day following the date on which notice of the special meeting is first given to shareholders. The nomination must be sent in care of the Secretary of the Company at 1 Waterview Drive, Shelton, CT 06484, and must include, among other information, the name, address, telephone number and resume of the nominee’s business and educational background, along with a written statement by the shareholder as to why such person should be considered for election to the Board of Directors.

The Board will consider nominees for directors properly recommended by shareholders, as described above. The Board follows the same evaluation procedures whether a candidate is recommended by the Nominating Committee or shareholders.

Executive Committee

The Executive Committee of the Board of Directors is comprised of Mr. Holden, who serves as Chairman, and Mr. Ward. The function of the Executive Committee is to act on behalf of the Board of Directors during the intervals between meetings of the Board.

Audit Committee

The Audit Committee assists the Board of Directors in overseeing (1) the audit and integrity of our financial statements, (2) the performance of our independent auditors, (3) the adequacy and effectiveness of our accounting, auditing and financial reporting processes, and (4) our compliance with legal and regulatory requirements. The duties of the Audit Committee include the selection and appointment of our independent auditors, including evaluation of their qualifications, performance and independence. The Committee consists of Mr. Ward, Chairman, and Messrs. Holden, Davidson and Barker. The Board of Directors has determined that all members of the Audit Committee are “independent” and “financially literate” within the meaning of the applicable listing standards of the NYSE American. In addition, the Board has determined that Mr. Ward qualifies as an “audit committee financial expert” within the meaning of regulations adopted by the Securities and Exchange Commission (the “SEC”) and has the financial sophistication required under the listing standards of the NYSE American.

The Audit Committee meets at least quarterly, and more often, as needed. The Committee met seven times in 2022. The Board of Directors has adopted a written charter for the Audit Committee that conforms to applicable SEC and NYSE American rules; the charter is reviewed annually by the Audit Committee. A copy of the Audit Committee charter is available on the Company’s website at www.acmeunited.com in the Investor Relations/Corporate Governance section.

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Compensation Committee

The Compensation Committee of the Board of Directors assists the Board in establishing the compensation policies for cash and equity compensation of our executive officers. The primary duties of the Committee are (i) evaluating and making recommendations to the Board regarding the compensation, equity incentives and awards and benefits for our executive officers; and (ii) the administration of the Company’s Non-Salaried Director Stock Option Plans. The Board of Directors has determined that all members of the Compensation Committee are “independent” within the meaning of the applicable listing standards of the NYSE American. The Committee consists of Mr. Holden, Chairman, Mr. Davidson and Dr. Murphy. The Committee meets at least once a year and more often as needed. The Committee held three meetings during 2022. The Board of Directors has adopted a written charter for the Compensation Committee; a copy of the charter is available on the Company’s website at www.acmeunited.com in the Investor Relations/Corporate Governance section.

Nominating Committee

The Nominating Committee assists the Board in identifying individuals qualified to become Board members and recommends director candidates to be nominated by the Board to stand for election as directors at each annual meeting of shareholders of the Company and to fill vacancies on the Board and any newly created directorships. The Nominating Committee consists of Mr. Holden, Chairman, and Messrs. Davidson and Ward. The Board of Directors has determined that all members of the Nominating Committee are “independent” within the meaning of the applicable listing standards of the NYSE American. The Nominating Committee meets at least once a year and more often as needed. The Committee held two meetings during 2022. The Board of Directors has adopted a written charter for the Nominating Committee which is reviewed annually by the Nominating Committee. A copy of the charter is available on the Company’s website at www.acmeunited.com in the Investor Relations/Corporate Governance section.

Board’s Role in Oversight of Risk Management.

The Company’s Board of Directors as a whole exercises risk oversight in connection with risk in its various forms, including credit risk, liquidity risk, inflationary risk and operational risks including cybersecurity risk, supply chain risk, labor supply risk, and COVID-19 related risks. The Board discusses with management the steps that management will take to monitor and control the Company’s exposure to such risks. The Board administers these functions, in part, with the assistance of the Audit Committee of the Board, particularly with regard to financial risk exposures.

A key element of the Board’s risk oversight process is the Company’s annual Strategic Planning meeting, a two-day meeting held early in the third quarter of each year. At this meeting, the Board meets with senior management of the Company to identify both risks and opportunities facing the Company. The senior management includes the Company’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and the heads of product development, technology, production, sourcing, marketing and supply chain. The Board and members of senior management continue their discussions of various risk-related matters, as appropriate, throughout the year at the regularly scheduled meetings of the Board.

The Board believes that the foregoing procedures enable it to properly perform its risk oversight, particularly since the Company is not overly leveraged, does not utilize complex financial derivative instruments, and management believes that the Company does not have a high level of cyber security-related risk.

Attendance at Annual Meetings

While the Company has no formal policy regarding the attendance of Board members at annual meetings of shareholders, director attendance is deemed very important and is strongly encouraged. All members of the Board attended the virtual 2022 Annual Meeting of Shareholders.

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Code of Conduct

The Company has adopted a Code of Conduct that is applicable to its employees, including the Chief Executive Officer, Chief Financial Officer and Controller. The Code of Conduct is available in the investor relations section on the Company’s website at www.acmeunited.com.

If the Company makes any substantive amendments to the Code of Conduct which apply to its Chief Executive Officer, Chief Financial Officer or Controller, or grants any waiver, including any implicit waiver, from a provision of the Code of Conduct to the Company’s executive officers, the Company will disclose the nature of the amendment or waiver on its website.

The Company has not adopted any practices or procedures regarding the ability of its employees (including officers) or its directors to engage in transactions that hedge or offset any decrease in the market value of the Company’s common stock or other equity securities.

Shareholder Communications with Directors

The Company has established a process for shareholders to send communications to the Board of Directors. Shareholders may send communications to the Board of Directors to the attention of the Secretary, Acme United Corporation, 1 Waterview Drive, Shelton, Connecticut 06484, who will forward them to all Board members within a reasonable time after receipt. If a shareholder wishes the communication to be sent to one or more specific Board members only, the addressee should be the specific Board member(s), “c/o Secretary,” who will then forward the communication to such Board member(s). If one or more specific Board members are not designated for such other communication, the communication will be forwarded to the entire Board.

PROPOSAL 1: ELECTION OF DIRECTORS

Seven directors are to be elected at the Meeting to serve for one-year terms until the 2024 Annual Meeting of Shareholders and until their respective successors are elected and qualified. A plurality of the votes cast at the Meeting is required to elect each of the nominees for Director. The Board has nominated seven individuals for election to the Board of Directors, all of whom are presently incumbent directors. The Board of Directors knows of no reason why any nominee would be unable to serve as director. Each nominee has consented to being named as a nominee for director of the Company in this Proxy Statement and to serve as a director, if elected. If any nominee should, for any reason, become unable to serve, then all valid proxies will be voted for the election of a substitute nominee, if any, designated by the Board.

The following information about the nominees for election as our directors is based, in part, upon information furnished by the nominees.

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Principal Shareholders

The following table sets forth certain information (unless otherwise indicated), as of March 8, 2023, with respect to the beneficial ownership of shares of Common Stock by any person who, to the knowledge of the Company, owned beneficially more than 5% of the outstanding shares of Common Stock. The persons shown have sole voting and investment power in these shares except as indicated below in the notes to the table.

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Security Ownership of Directors and Officers

The following table sets forth certain information, as of March 8, 2023, with respect to the beneficial ownership of shares of Common Stock by (i) each director and nominee for director of the Company; (ii) each executive officer named in the Summary Compensation Table appearing below under “Executive Compensation”; and (iii) all executive officers and directors as a group. The persons shown have sole voting and investment power in these shares except as indicated below in the notes to the table.

The address of each person appearing in the table is 1 Waterview Drive, Shelton, CT 06484.

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The Company is a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Securities and Exchange Act of 1934, and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. This section also includes supplemental narrative that describes the 2022 executive compensation program for the Company’s principal executive officer and each of the two most highly compensated executive officers of the Company, who constitute our Named Executive Officers (“NEOs”).

Oversight of Executive Compensation

The Compensation Committee is comprised of independent, non-employee members of the Board of Directors and is responsible for evaluating and making recommendations to the Board of Directors regarding the compensation to be paid to the NEOs. Our Board of Directors is responsible for making all NEO compensation decisions. Our compensation policies and programs for our executive officers are designed to support the overall objective of enhancing value for our shareholders. To achieve this objective, it is critical that we be able to attract, motivate, reward and retain highly qualified and productive individuals by providing competitive compensation packages. We design our executive compensation programs to:

Compensation Program for Executive Officers

In 2022, the compensation and benefits program for our executive officers continued to consist of four components which we designed to reward and provide incentives for both short-term and long-term performance and to minimize excessive risk taking:

The Compensation Committee establishes a total compensation program for each NEO that is a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. In line with our pay for performance philosophy, we structured a significant portion of our NEOs’ 2022 compensation to be variable, at risk and tied directly to our measurable performance in the form of performance-based bonuses and long-term stock options incentives.

Consistent with the Company’s compensation philosophy, in determining the base salary of our NEOs for 2022, the Board has considered a number of factors, including:

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Quantitative Factors

Business and Operational Milestones and Achievements

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Base Salaries

Base salary provides financial stability and security to our NEOs through a fixed amount of cash for performing job responsibilities. The base salaries for our officers are set annually and reflect skills and experience, level and scope of responsibility and performance during the prior year, historical, long-term performance and our objective of achieving a base salary structure that is internally equitable. The Compensation Committee also considers external factors, such as cost of living in the areas in which our officers reside and current market conditions. During 2022, the Chief Executive Officer participated in discussions with the Compensation Committee regarding the base salary amounts of the executive officers.

Performance Based Cash Bonus Plan

The Company grants performance based “at risk” cash bonus awards under our Cash Bonus Plan based upon the achievement of both Company and individual performance objectives. The Company generally makes cash awards under this Plan if the Company achieves the minimum level of net income set by the Compensation Committee for the applicable year.

Specifically, at the beginning of each fiscal year, the Company establishes a cash bonus pool equal to 15% of the Company’s budgeted net income before taxes for that year. Payment of cash bonuses is contingent on achievement of the budgeted net income before taxes after the accrual for bonuses.

The bonus pool is adjusted for company performance. It increases to 16% for net income before taxes 110% over the budgeted amount and declines to 14% for net income before taxes within 90% of the budget. The Compensation Committee establishes a detailed sliding scale, subject to the approval of the Board of Directors.

The Company allocates an amount equal to 15% of base salary to key managers, including the NEOs. The Company then adjusts the individual allocations based on individual performance, with the historical range of payout being between 0% and 25% of base salary. The proposed bonuses are then totaled and compared to the cash bonus accrual for the fiscal year and adjusted so that the total does not exceed the accrual.

If the operating budget is not achieved within the guidelines, no bonus is awarded. In fact, no bonuses were awarded in 2017, 2018 and 2022. In seven of the last fourteen years (i.e., 2009 – 2022), the NEOs received no cash bonuses.

Deferred Compensation Plan

Under the Company’s Deferred Compensation Plan for executives and key managers participating in the Company’s Cash Bonus Plan, participants will be eligible to make an irrevocable election on or before December 31st of each year as to the percentage of his or her bonus to be awarded in the following year. The deferral may be for all or a portion of the participant’s payment under the Cash Bonus Plan. All deferred amounts are non-forfeitable and earn the prime rate of interest plus 1% compounded quarterly during the period of deferral. The Company adds 20% to the deferred amount for each employee as a matching contribution up to a maximum of $10,000 annually. Amounts are deferred until separation from service with the Company. The plan is administered by the Deferred Compensation Plan Committee, which consists of our Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer.

Stock Option Program For Employees

The Company’s stock option program is administered by the Board of Directors, which acts upon recommendations of the Compensation Committee. The purpose of the Company’s stock option program is to facilitate the acquisition of equity interests in the Company by its officers and key employees, thereby enabling them to share in the future success of the Company’s business.

The Compensation Committee believed that stock options were the appropriate form of equity to grant to our NEOs in 2022, considering market practices and the Compensation Committee’s goal of tying pay to performance. Stock options only provide value if the market price of our stock increases and therefore the

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Compensation Committee felt options directly incentivized our executives to increase shareholder value over the long-term.

In determining the total number of options to be granted to participants in the program in a given year, the Board of Directors, takes into account factors such as: (i) the total number of shares of common stock outstanding; (ii) the total number of shares of common stock which remain available for grant under the Company’s various stock option plans; (iii) the need to have an appropriate balance between currently paid and longer-term compensation, and between cash and equity compensation, and (iv) the performance of the Company.

The Company presently maintains its 2022 Employee Stock Option Plan (the “2022 Employee Plan”), which provides for the issuance of incentive and nonqualified stock options having an exercise price equal to the fair market value of the Common Stock on the date the option is granted. Options granted under the 2022 Employee Plan vest 25% one day after the first anniversary of the grant date and 25% one day after each of the next three anniversaries. Under the terms of the 2022 Employee Plan, no option may be granted after the tenth anniversary of the effective date of the plan, i.e., after February 22, 2032. As of December 31, 2022, the number of shares available for grant under the 2022 Employee Plan was 166,750.

Options granted by the Company to employees historically have had a term of ten years. Commencing in July 2006, the Company has granted only non-qualified stock options to its employees. The Board presently anticipates that the remaining options which it may grant under the 2022 Employee Plan will be non-qualified stock options.

An optionee may exercise an option by delivering to the Company payment of the exercise price in cash, or, subject to the approval of the Company, by delivering of shares of the Company’s common stock, which would otherwise have been issuable to the optionee. The 2022 Employee Plan also provides for the cash settlement of option exercises, subject to the approval of the Company. Options granted under the 2022 Employee Plan are not transferable by the optionee other than by the will or by laws of descent and distribution. Each option is exercisable, during the lifetime of the optionee, only by the optionee. The 2022 Employee Plan is administered by our Board of Directors.

Employee Benefits

We generally do not provide perquisites or personal benefits to our executive officers. The Company provides standard core employee benefits, including medical and dental coverage, disability insurance and life insurance. The benefits available are the same for all executive officers, except as indicated below under “Summary Compensation Table.”

None of our executive officers participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us.

401(k) Plan

The Acme United Corporation 401(k) Profit Sharing Plan, is the primary retirement benefit offered to all United States employees of the Company and our executive officers are eligible to participate in the 401(k) plan on the same basis as our other employees. Participants may generally contribute to the Plan annually up to the maximum amount permitted under the Internal Revenue Code—$20,500 in 2022 ($27,000 for persons aged 50 and over). The Company provides to participants a matching contribution equal to fifty percent of the first six percent (6%) of the participant’s eligible compensation not to exceed the limit on eligible compensation imposed by the Internal Revenue Code – $305,000 in 2022. Participant and employer contributions are held and invested, pursuant to the participant’s instructions, by the plan’s trustee.

In summary, our Board of Directors determined the compensation of our executive officers for the year ended December 31, 2022, by applying our policies and practices regarding executive compensation, as described above, and after considering the recommendations of the Compensation Committee of the Board.

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Summary Compensation Table

The following table sets forth information concerning the compensation of our NEOs (i.e., the Company’s Principal Executive Officer and each of the two other most highly compensated executive officers of the Company for the fiscal years ended December 31, 2022 and 2021).

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Outstanding Equity Awards at Fiscal Year-End

The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2022 for each of the NEOs.

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Pay-Versus Performance

The following table presents certain information regarding compensation paid to Acme United’s CEO and other NEOs, and certain measured financial performance for the three years ended December 31, 2022. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K.

In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table and each of total shareholder return (“TSR”) and net income.

We do not utilize TSR directly in our executive compensation program although there is a correlation between compensation actually paid and both TSR. However, we do utilize several other performance measures, including budgeted net income, to align executive compensation with our performance. As described in more detail above in the section “Executive Compensation – Compensation Program for Executive Officers,” part of the compensation our NEOs are eligible to receive consists of annual performance-based cash bonus awards that are designed to provide appropriate incentives to our executives to achieve defined annual performance objectives, including budgeted net income growth, and to reward our executives for individual and Company achievement towards these goals, subject to certain employment criteria.

Additionally, stock options are an integral part of our executive compensation program. Although not directly tied to TSR or net income, stock options provide value only if the market price of our common stock increases, and if the executive officer continues in our employment over the vesting period. These stock option awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to continue in our employment for the long-term.

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The following graph illustrates the relationship during 2020-2022 of the Compensation Actually Paid for our CEO and other NEOs as calculated pursuant to SEC rules to our TSR.

The following graph illustrates the relationship during 2020-2022 of the Compensation Actually Paid for our CEO and other NEOs as calculated pursuant to SEC rules to our Net Income.

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Change in Control Plan

The Company’s Change in Control Plan (successor to the Salary Continuation Plan) covers officers of the Company at the level of Corporate Vice President or above, who are designated from time to time by the Board of Directors of the Company as a participant in the plan. The plan participants presently consist of three individuals: Walter C. Johnsen, Brian S. Olschan and Paul G. Driscoll. The plan is designed to retain key employees and provide for continuity of management in the event of a threatened, pending or actual change in control of the Company. A participant would receive payment under the plan if there is a change in control of the Company and, within one year after such change in control, the participant voluntarily or involuntarily separates from service of the Company for any reason whatsoever.

A change in control of the Company is deemed to occur when any one person, or more than one person acting as a group, (i) acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent (50%) of the total fair market value or total voting power of the stock of the Company; or (ii) acquires assets from the Company that have a total gross fair market value equal to or more than 50 percent (50%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, the gross fair market value of assets excludes liabilities associated with such assets.

The compensation and benefits which would be provided to a participant in the plan consist of the following:

In addition, the plan imposes a limit on the total amounts and benefits which may be paid to a participant in the plan. The plan provides that, if any amount or benefit to be paid or provided to a participant would be deemed an “excess parachute payment” (within the meaning of Section 280G of the Internal Revenue Code), then the payment to be paid or the benefits to be provided to the participant will be reduced to the minimum extent necessary so that all potential “parachute payments” to the participant will not exceed 2.99 times the participant’s “base amount” (as also defined in Section 280G).

Payment of the first two items would be made in a lump sum, no later than thirty (30) days after the participant separates from service. However, payments to be made to a participant who is a key employee (as defined in the plan, based on certain levels of compensation or stock ownership in the Company), must be deferred for six months.

A director of the Company who is also an officer of the Company at the level of Executive Vice President or above (presently Messrs. Johnsen and Olschan) would be entitled to the value of thirty-six (36) months’ compensation and benefits. Officers at the level of Senior Vice President and Vice President (presently, Mr. Driscoll) would be entitled to receive the value of twenty-four (24) months’ compensation and benefits. All of the participants in the plan are presently “key employees,” as described above.

Severance Pay Plan

The Severance Pay Plan covers officers of the Company employed in the United States at the level of Corporate Vice President or above. The plan is designed to enable the Company to attract and retain key employees. This plan covers Walter C. Johnsen, Brian S. Olschan and Paul G. Driscoll. A covered officer would receive payments under the plan if one of the following triggering events occurs:

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This plan would only apply if the Change in Control Plan would not apply. Payment under this plan, except in the event of termination by death, would be equivalent to one month’s salary multiplied by each year of service to the Company based upon the level of his or her compensation in effect immediately preceding such termination. The plan sets out a minimum and maximum number of months’ compensation payable to each such employee upon such severance. The plan would also provide death benefits to covered officers’ beneficiaries.

A Director of the Company who is also an Officer of the Company at the level of Executive Vice President or above (presently, Messrs. Johnsen and Olschan) would be entitled to a minimum of nine (9) months’ compensation and a maximum of thirty (30) months’ compensation. In the event of such officer’s death, his or her beneficiaries would be entitled to nine (9) months’ compensation. Officers at the level of Senior Vice President or Vice President (presently, Mr. Driscoll) would be entitled to a minimum of six (6) months’ compensation and a maximum of eighteen (18) months’ compensation. In the event of such officer’s death, his or her beneficiaries would be entitled to six (6) months’ compensation. Payments would be made in a single lump sum.

Equity Compensation Plan Information

The following table sets forth information regarding compensation payable under the Company’s equity compensation plans (the 2005 and 2017 Non-Salaried Director Stock Option Plans and the 2012 and 2022 Employee Plans) in effect as of December 31, 2022. The Company’s shareholders have approved each equity compensation plan.

Cash Compensation

As described below, in 2022, the Company paid as compensation to non-employee directors cash consisting of annual fees and fees for Board and committee meetings attended. Each director who chaired a committee received additional compensation to compensate for the additional responsibility and effort associated with the director’s respective position. These fees consisted of:

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In addition, the Company provided reimbursement to each director for customary and usual travel expenses incurred in connection with attendance at Board and committee meetings.

Stock Options

Under the 2017 Non-Salaried Director Stock Option Plan (the “2017 Director Plan”), each incumbent non-employee director re-elected to the Board of Directors receives an annual option grant to purchase 5,000 shares of Common Stock.

Under the 2017 Director Plan, each new director, upon becoming a member of the Board of Directors will receive an initial option to purchase 5,000 shares of Common Stock. These options would vest as follows: 25% on the day after the grant date; 25% one day after the first year anniversary of the grant date; 25% one day after the second year anniversary of the grant date; and 25% one day after the third year anniversary of the grant date. No such options were granted in fiscal year 2022.

Because the Company did not make the customary annual grant of options to the non-salaried directors in 2022, the Company, instead, paid a cash fee to each of the non-salaried directors in lieu of an annual option grant, as described below.

The 2017 Director Plan provides that the Board of Directors has the authority to increase or decrease the number of shares of Common Stock which are the subject of the annual or initial option grants to directors.

As of December 31, 2021, no shares remained available for grant under the 2017 Director Plan. The 2017 Director Plan expires on February 23, 2027, and no options can be granted under the 2017 Director Plan after that date. However, each option outstanding under the 2017 Director Plan on February 23, 2027 would extend beyond that date for the remainder of the term of such option.

The following table discloses the cash, equity awards and other compensation earned, paid or awarded, as the case may be, to each of the Company’s non-employee directors during the fiscal year ended December 31, 2022.

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The following table shows the aggregate number of outstanding options held by each non-employee director as of December 31, 2022.

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Report of the Audit Committee

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. The Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2022, with management and with representatives of Marcum LLP, the Company’s independent registered public accounting firm, including discussions of the presentation and integrity of the Company’s financial statements. Management represented to the Audit Committee that the Company’s financial statements were prepared in accordance with accounting principles generally accepted in the United States.

Management has the primary responsibility for the financial statements of the Company and the Company’s financial reporting process, including the system of internal controls. The Audit Committee does not provide any expert or special assurance as to the Company’s financial statements. Marcum LLP is responsible for performing an independent audit of the Company’s financial statements and expressing an opinion on the conformity of the Company’s financial statements with generally accepted accounting principles in the United States. Marcum LLP also is responsible for auditing the effectiveness of the Company’s internal control over financial reporting and issuing a report thereon. The Audit Committee does not provide any professional certification as to Marcum LLP’s work product.

As required by the standards of the Public Company Accounting Oversight Board (“PCAOB”), the Audit Committee has discussed with representatives of Marcum LLP the matters required to be discussed under applicable PCAOB standards. The Audit Committee has received and reviewed the written disclosures and letters from Marcum LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with Marcum LLP the independence of Marcum LLP from the Company. The Audit Committee also considered whether the provision of non-audit services by Marcum LLP to the Company is compatible with Marcum LLP’s independence. Based on these discussions and disclosures, the Audit Committee concluded that Marcum LLP is independent from the Company and its management.

The Audit Committee discussed with the Company’s independent auditors the overall scope and plan for their respective audits. The Audit Committee met with the independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements for the year ended December 31, 2022, be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the Securities and Exchange Commission.

Stevenson E. Ward, III, Chair

Richmond Y. Holden, Jr., Member

Rex L. Davidson, Member

Brian K. Barker, Member

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Transactions with Related Persons

The term “related person” includes any executive officer of the Company, any director or nominee for election as director, any security holder holding more than 5% of the Common Stock or any immediate family member of any of the foregoing persons.

Policy

As adopted by the Board of Directors, the charter of the Audit Committee requires that related person transactions must be reviewed and approved by the Audit Committee of the Board, which consists solely of independent directors. This requirement applies to any such transaction and is not limited to transactions which meet the minimum threshold for disclosure in the proxy statement under the relevant rules under the Exchange Act (generally, in 2022, with respect to smaller reporting companies, transactions which involve an amount equal to the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which a related person has a direct or indirect material interest).

Procedures

Management or the affected director or executive officer will bring the transaction to the attention of the Audit Committee. The transaction must be approved in advance whenever practicable, and if not practicable, must be reviewed as promptly as practicable. Although the Audit Committee has not adopted formal procedures for the review and approval of transactions with related persons, the Audit Committee will approve the transaction only if it determines that it is in the best interests of the Company.

If the Audit Committee were to approve a related party transaction, the Audit Committee would periodically monitor the transaction to ensure that there are no changed circumstances that would render it advisable for the Company to amend or terminate the transaction.

There were no related person transactions with the Company since January 1, 2021.

PROPOSAL 2

ADOPTION OF A NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) enacted in 2010 and pursuant to Section 14A of the Exchange Act, the Company is again providing shareholders with the opportunity to vote on a non-binding, advisory proposal, commonly known as a “say-on-pay” proposal, to approve the compensation of the Company’s named executive officers (NEOs) as disclosed above in this proxy statement under “Executive Compensation.” The shareholders last voted on such a proposal at the Company’s Annual Meeting of Shareholders in 2022. This proposal gives our shareholders an opportunity to express their views on the overall compensation of the Company’s NEOs, but is not intended to address any specific item of compensation. In making a voting decision, shareholders are encouraged to review the discussion of the Company’s compensation policies and decisions regarding its NEOs that appears earlier in this proxy statement under “Executive Compensation” including the compensation tables and related narrative disclosure.

The executive officers named in the summary compensation table and deemed to be “named executive officers” are Walter C. Johnsen, Brian S. Olschan and Paul G. Driscoll. The Company’s executive compensation program consists of four components: base salary, a cash incentive bonus award; longer-term incentive equity awards (consisting of stock option awards); and retirement benefits and other benefits described in detail in the Section entitled “Executive Compensation” that appears earlier in this Proxy Statement. The program uses a balance of short- and long-term performance metrics to encourage the efficient management of our business and minimize excessive risk-taking. It ties a significant portion of executive pay

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to Company performance over a multi-year period. The compensation paid to the Company’s executive officers is intended to align their interests with the long-term interests of the Company’s shareholders and is based on a pay-for-performance philosophy. It is straightforward, consisting principally of salary, which must be competitive to retain the skills and experience of excellent employees, annual bonus to reward strong performance, and equity compensation to encourage long-term commitment and team performance. Not all elements of our compensation package may be provided every year, depending on the performance of the Company and the executive, the Company’ resources and other factors deemed relevant by the Board of Directors.

We believe that our executive compensation program, with our balance of base salary, performance-based bonuses and multi-year vesting equity awards, encourages and rewards sustained performance that is aligned with long-term shareholder interests.

The Board of Directors believes that the compensation given to our NEOs for 2022 helped to achieve the overall objective of enhancing value for our shareholders.

The vote solicited by this proposal is advisory and its outcome will not be binding on the Board of Directors nor require the Board of Directors to take any action. Moreover, the outcome of the vote will not be construed as overruling any decision of the Board of Directors, or creating or implying any additional fiduciary duty of the Board of Directors. However, the Board of Directors expects to take into account the outcome of this vote when considering future executive compensation arrangements recommended by the Compensation Committee for the Company’s executive officers.

The Board of Directors strongly supports our executive compensation programs and asks shareholders to vote on the following advisory resolution:

RESOLVED, that compensation paid to the Company’s named executive officers for the year ended December 31, 2022, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the compensation tables and the related narrative discussion, is hereby approved.

Vote Required

The approval of Proposal 2 on an advisory basis requires the affirmative vote of a majority of the votes that could be cast by the shareholders present in person or represented by proxy and entitled to vote.

The Board of Directors unanimously recommends a vote “FOR” the approval of the compensation of our named executive officers, as disclosed in this Proxy Statement.

PROPOSAL 3

RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS OUR

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023

The Audit Committee of the Board of Directors has appointed Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

Representatives of Marcum LLP will be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions.

The Audit Committee is not aware of any disagreements between management and our current independent registered public accounting firm, Marcum LLP, regarding accounting principles and their application or otherwise.

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

The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted policies and procedures for the pre-approval of services provided by the independent registered public accounting firm. The policies and procedures provide that management and the independent registered public accounting firm jointly submit to the Audit Committee a schedule of audit and non-audit services for approval as part of the annual plan for each year. In addition, the policies and procedures provide that the Audit Committee may also pre-approve particular services not in the annual plan on a case-by-case basis. For each proposed service, management and the independent registered public accounting firm must provide a detailed description of the service and the projected fees and costs (or a range of such fees and costs) for the service.

Fees Paid to Independent Registered Public Accounting Firm

Set forth below is a description of the fees for professional audit services rendered by Marcum LLP, for the audit of our annual consolidated financial statements for the fiscal year indicated and review of our interim consolidated financial statements, and fees for other services rendered by Marcum LLP.

Audit Fees. The audit fees included fees for the audit of the Company’s annual consolidated financial statements and internal control over financial reporting.

Audit Related Fees. These fees were for the audit of the Acme United Corporation 401(k) Profit Sharing Plan and services rendered in connection with the filing of registration statements related to the Company’s stock option plans.

Tax Fees. Tax services included tax compliance, tax consulting, and tax planning.

The Audit Committee has determined that the provision of non-audit services described above is compatible with maintaining Marcum LLP’s independence.

Vote Required

The ratification of the appointment by our Audit Committee of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 requires the affirmative vote of a majority of the shares of Common Stock of the Company voting in person or by proxy on such ratification. Although shareholder approval of the appointment is not required by law and is not binding on the Audit Committee, we nonetheless are seeking shareholder ratification because we believe it to be a matter of good corporate practice. If shareholders do not ratify the selection of Marcum LLP, the Audit Committee will reconsider whether to retain Marcum LLP, but may retain such independent registered public accounting firm.

The Board of Directors recommends a vote FOR the ratification of our independent registered public accounting firm for the fiscal year ending December 31, 2023

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If you intend to present a proposal at our 2024 Annual Meeting, you must submit it to us no later than November 27, 2023, to receive consideration for inclusion in our 2024 proxy materials. If you intend to present a proposal at our 2024 Annual Meeting that is not to be included in our 2024 proxy materials, you must send the proposal to us in writing by February 17, 2024. Any such proposal should be sent to the Secretary of the Company at 1 Waterview Drive, Shelton, Connecticut, 06484.

Management does not know of any matters to be presented, other than those described herein, at the Annual Meeting. If any other business should come before the meeting, the persons named in the enclosed proxy will have discretionary authority to vote all proxies in accordance with their best judgment.

By Order of the Board of Directors,

Paul G. Driscoll, Vice President and

Chief Financial Officer, Secretary and Treasurer

March 27, 2023

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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

                         KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

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

Nominees

01)   Walter C. Johnsen            02)  Richmond Y. Holden, Jr.            03)  Brian S. Olschan                    04)  Stevenson E. Ward III            05)  Susan H. Murphy

06)   Rex L. Davidson               07)  Brian K. Barker

The Board of Directors recommends you vote FOR the following proposals:

For

Against

Abstain

2.

Approval, by non-binding advisory vote, of the compensation of the named executive officers of the Company as described in the Proxy Statement.

☐

☐

☐

3.

Ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

☐

☐

☐

NOTE: In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment thereof.

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 Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com