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
(Amendment
No. )
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Filed by the Registrant
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[X]
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Filed by a party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[X]
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
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OBLONG, INC.
(Name
of Registrant as Specified In Its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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[X]
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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Title of each class of securities to which transaction
applies:
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Aggregate number of securities to which transaction
applies:
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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OBLONG, INC.
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25587 Conifer Road, Suite 105-231, |
Conifer, Colorado 80433 |
November 25, 2022
Dear Stockholder:
We are pleased to invite you to the 2022 Annual Meeting of
Stockholders (the “Annual Meeting”) of Oblong, Inc. (the
“Company”), which will be held at 9:00 AM MST on December 30,
2022, at the offices of Arnold & Porter Kaye Scholer LLP,
located at 1144 Fifteenth Street, Suite 3100, Denver, Colorado
80202.
At the Annual Meeting, you will be asked to:
(1)elect
five members of the Company’s Board of Directors to serve until the
Company’s next annual meeting of stockholders, or until their
respective successors are duly elected and qualified;
(2)ratify
the appointment of EisnerAmper LLP as the Company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2022;
(3)approve
an amendment to Article FOURTH of the Company's Amended &
Restated Certificate of Incorporation to effect a reverse stock
split of the Company's issued and outstanding shares of Common
Stock by a ratio of 1-for-5, 1-for-10, or 1-for-15;
(4)approve,
on an advisory and non-binding basis, executive compensation as
described in this proxy statement; and
(5)transact
other business as may properly come before the Annual
Meeting.
The enclosed Notice and Proxy Statement contain complete
information about the matters to be considered at the Annual
Meeting. We are also enclosing our 2021 Annual Report on Form 10-K,
which was filed with the Securities and Exchange Commission (the
"SEC") on March 29, 2022. Copies of these materials are also
available for review at
www.oblong.com/company/investor-relations
or may be mailed to you free of charge by requesting a copy from us
at 303-640-3838 or mailing a request to the Oblong Investor
Relations department located at Oblong, Inc., 25587 Conifer Road,
Suite 105-231, Conifer, Colorado 80433. The Proxy Statement and our
2021 Annual Report on Form 10-K are also available for viewing,
printing and downloading at www.proxyvote.com.
In light of the COVID-19 pandemic, it could become necessary to
change the date, time, location, and/or means of holding the Annual
Meeting (including by means of remote communication). If such a
change is made, we will announce the change in advance, and the
details on how to participate will be issued by press release,
posted on our website, and filed with the SEC as additional proxy
materials. Whether or not you expect to attend the Annual Meeting
in person, we urge you to complete, date, sign and return the proxy
card in the enclosed envelope or submit your proxy by telephone or
internet, so that your shares will be represented and voted at the
Annual Meeting.
Sincerely,
/s/ Peter Holst
Peter Holst
Director, President, and Chief Executive Officer of Oblong,
Inc.
This proxy statement is dated November 25, 2022, and is
first being mailed to stockholders of the Company on or about
November 25, 2022.
OBLONG, INC.
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25587 Conifer Road, Suite 105-231, |
Conifer, Colorado 80433 |
NOTICE OF THE 2022 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 30, 2022
To our Stockholders:
The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of
Oblong, Inc. (the “Company”, “Oblong”, “we” or “our”), will be held
at 9:00 AM MST on December 30, 2022, at the offices of Arnold
& Porter Kaye Scholer LLP, located at 1144 Fifteenth Street,
Suite 3100, Denver, Colorado 80202, for the following
purposes:
(1)to
elect five members of the Company’s Board of Directors to serve
until the Company’s next annual meeting of stockholders, or until
their respective successors are duly elected and
qualified;
(2)to
ratify the appointment of EisnerAmper LLP as the Company’s
independent registered public accounting firm for the fiscal year
ending December 31, 2022;
(3)approve
an amendment to Article FOURTH of the Company's Amended &
Restated Certificate of Incorporation to effect a reverse stock
split of the Company's issued and outstanding shares of Common
Stock by a ratio of 1-for-5, 1-for-10, or 1-for-15;
(4)approve,
on an advisory and non-binding basis, executive compensation as
described in this proxy statement; and
(5)to
transact other business as may properly come before the Annual
Meeting.
WHO MAY VOTE:
Stockholders of record of our Common Stock as of the close of
business on November 17, 2022, the record date for the Annual
Meeting, are entitled to vote at the Annual Meeting, or any
adjournment or postponement thereof. A list of stockholders will be
available at the Annual Meeting and during the 10 days prior to the
Annual Meeting at our principal executive offices located at 25587
Conifer Road, Suite 105-231, Conifer, Colorado 80433. All
stockholders are cordially invited to attend the Annual Meeting.
Whether you plan to attend the Annual Meeting or not, we urge you
to vote and submit your proxy by
internet, telephone or mail to ensure the presence of a quorum. You
may change or revoke your proxy at any time before it is voted at
the Annual Meeting.
To ensure your representation at the Annual Meeting, please
complete and return the enclosed proxy card or submit your proxy by
telephone or through the internet. Please submit your proxy
promptly, whether or not you expect to attend the Annual Meeting.
Submitting a proxy now will not prevent you from being able to vote
in person at the Annual Meeting.
In light of the COVID-19 pandemic, it could become necessary to
change the date, time, location, and/or means of holding the Annual
Meeting (including by means of remote communication). If such a
change is made, we will announce the change in advance, and details
on how to participate will be issued by press release, posted on
our website, and filed with the SEC as additional proxy
materials.
The Oblong Board of Directors recommends that you vote “FOR” each
of the proposals in this proxy statement.
By order of the Board of Directors,
/s/ David Clark
David Clark
Chief Financial Officer, Treasurer, and Corporate Secretary of
Oblong, Inc.
YOUR PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
WE URGE YOU TO COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE
ACCOMPANYING PROXY CARD OR TO VOTE BY TELEPHONE OR
INTERNET.
TABLE OF CONTENTS
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QUESTIONS AND ANSWERS ABOUT THE OBLONG ANNUAL MEETING |
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PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE
GOVERNANCE
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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS
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PROPOSAL NO. 2 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
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PROPOSAL NO. 3 -- AMENDMENT TO COMPANY CHARTER TO EFFECT A REVERSE
STOCK SPLIT
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PROPOSAL NO. 4 -- ADVISORY APPROVAL OF EXECUTIVE
COMPENSATION
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
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EXECUTIVE OFFICERS
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EXECUTIVE COMPENSATION
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DIRECTOR COMPENSATION
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EQUITY COMPENSATION PLAN INFORMATION
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TRANSACTIONS WITH RELATED PERSONS
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HEDGING POLICY
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CODE OF CONDUCT AND ETHICS
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STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR
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HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS
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WHERE YOU CAN FIND MORE INFORMATION
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OTHER MATTERS
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APPENDIX A - FORM OF AMENDMENT TO THE COMPANY CHARTER
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OBLONG, INC.
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25587 CONIFER ROAD, SUITE 105-231, |
CONIFER, COLORADO 80433 |
PROXY STATEMENT
FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement (this “Proxy Statement”), along with the
accompanying Notice of the 2022 Annual Meeting of Stockholders (the
“Notice”), contains information about the 2022 Annual Meeting of
Stockholders (the “Annual Meeting”) of Oblong, Inc., including any
adjournments or postponements of the Annual Meeting. We are holding
the Annual Meeting at 9:00 AM MST on December 30, 2022, at the
offices of Arnold & Porter Kaye Scholer LLP, located at 1144
Fifteenth Street, Suite 3100, Denver, Colorado 80202. Directions to
the Annual Meeting can be obtained by telephoning us at
303-640-3838. In this Proxy Statement, we refer to Oblong, Inc. as
“we,” “our,” “us,” “Oblong” or “the Company.”
This Proxy Statement relates to the solicitation of proxies by our
Board of Directors (the “Board of Directors” or the “Board”) for
use at the Annual Meeting.
On or about November 25, 2022, we will send this Proxy
Statement, the attached Notice and the enclosed proxy card to all
stockholders entitled to vote at the Annual Meeting. Although not
part of the Proxy Statement, we will also send along with this
Proxy Statement our 2021 Annual Report on Form 10-K which includes
our financial statements for the fiscal year ended
December 31, 2021.
Important Notice Regarding the Availability of Proxy Materials for
Our Annual Meeting to Be Held on December 30,
2022:
This Proxy Statement and our 2021 Annual Report on Form 10-K are
available for viewing, printing and downloading at
www.proxyvote.com. We are providing a copy of our Annual
Report on Form 10-K for the year ended December 31, 2021 with
the accompanying proxy materials. Additionally, you can find a copy
of our Annual Report on Form 10-K which includes our financial
statements for the fiscal year ended December 31, 2021, on the
website of the Securities and Exchange Commission (the “SEC”)
at
http://www.sec.gov
or on our website at
www.oblong.com/company/investor-relations.
Record Date and Voting Securities
Only holders of record of our Common Stock (“Common Stock”) as of
the close of business on November 17, 2022 (the “Record Date”)
are entitled to vote at the Annual Meeting. As of the Record Date,
30,816,048 shares of Common Stock were issued and outstanding. Each
holder of Common Stock is entitled to cast one vote per share of
Common Stock held by such holder on each matter to be presented at
the Annual Meeting.
Quorum
A quorum is present at the Annual Meeting if a majority of the
shares of our capital stock issued and outstanding and entitled to
vote on the Record Date are represented in person or by proxy. If a
quorum is not present, the Annual Meeting may be adjourned from
time to time until a quorum is obtained.
For purposes of determining the presence of a quorum, abstentions,
and with respect to the election of directors, “withhold” votes,
will be treated as shares that are present and entitled to vote,
while broker “non-votes” will be treated only as shares that are
present. An abstention is the voluntary act of not voting by a
stockholder who is present in person or by proxy at the Annual
Meeting and entitled to vote. A broker “non-vote” occurs when a
broker nominee holding shares for a beneficial owner does not vote
on a particular proposal because the nominee does not have
discretionary power for that particular item and has not received
instructions from the beneficial owner.
Voting Procedures
Stockholders have the option to vote by telephone, internet or mail
by following the instructions on the attached proxy card.
WE ENCOURAGE YOU TO RECORD YOUR VOTE BY TELEPHONE OR
INTERNET.
These voting methods are convenient and save significant postage
and processing costs. In addition, when you vote by telephone or
internet prior to the meeting date, your vote is recorded
immediately and there is no risk that postal delays will cause your
vote to arrive late and therefore not be counted.
Internet.
Vote over the internet at www.proxyvote.com, the website for
internet voting. Simply follow the instructions on your proxy card,
and you can confirm that your vote has been properly recorded. If
you vote on the internet, you can request electronic delivery of
future proxy materials. Internet voting facilities for stockholders
of record will be available 24 hours a day and will close at 11:59
p.m. (Eastern Time) on December 29, 2022.
Telephone.
Vote by telephone by following the instructions on your proxy card.
Easy-to-follow voice prompts allow you to vote your shares and
confirm that your vote has been properly recorded. Telephone voting
facilities for stockholders of record will be available 24 hours a
day and will close at 11:59 p.m. (Eastern Time) on
December 29, 2022.
Mail.
If you received a proxy card by mail, vote by mail by completing,
signing, dating and returning your proxy card in the pre-addressed,
postage-paid envelope provided. If you vote by mail and your proxy
card is returned unsigned, then your vote cannot be counted. If you
vote by mail and the returned proxy card is signed without
indicating how you want to vote, then your proxy will be voted as
recommended by the Board of Directors. If mailed, your completed
and signed proxy card must be received by December 29,
2022.
Meeting.
Please see “Questions and Answers about the Oblong Annual Meeting -
How can I vote my shares in person at the Annual Meeting?” for more
information regarding voting at the Annual Meeting.
Shares Held in “Street Name”
If your shares are held in “street name” (held in the name of a
bank, broker or other holder of record), you will receive
instructions from the holder of record. You must follow the
instructions of the holder of record in order for your shares to be
voted. Telephone and internet voting also will be offered to
stockholders owning shares through certain banks and brokers. If
your shares are not registered in your own name and you plan to
vote your shares in person at the Annual Meeting, you should
contact your broker or agent to obtain a legal proxy or broker’s
proxy card and bring it to the Annual Meeting in order to
vote.
If you are the beneficial owner of shares held in the name of a
broker, bank or other nominee and do not provide that broker, bank
or other nominee with voting instructions in the proxy card, your
broker may vote your shares only with respect to certain matters
considered routine. For any matters that are not routine for which
you do not provide voting instructions in the proxy card, your
shares will constitute “broker non-votes” and are not considered
entitled to vote on that proposal. With respect to the matters
being voted on at the Annual Meeting, your broker has discretionary
authority to vote your shares in the absence of instructions from
you only on the ratification of the selection of the Company’s
independent registered public accounting firm. As a result, broker
non-votes should not exist with respect to this proposal. Your
broker does not have discretionary authority to vote your shares in
the election of directors, the amendment to the Company's charter
to effect a reverse split, or the advisory approval of executive
compensation if you do not furnish instructions on such matter.
Thus, assuming that a quorum is obtained, any broker non-votes will
not affect the outcome of these proposals.
Voting Requirements for Approval
Item One—Election of Directors:
Pursuant to our Amended & Restated Bylaws (the “bylaws”), a
plurality of the votes duly cast at the Annual Meeting is required
for the election of directors. You may vote “FOR” or “WITHHOLD”
authority to vote on this Proposal. The persons receiving the
highest number of “FOR” votes at the Annual Meeting will be
elected. Broker non-votes and withheld votes, if any, are not
counted as votes cast and will have no effect on the outcome of
this election.
Item Two—Ratification of Appointment of Independent Registered
Public Accounting Firm:
To be approved by the stockholders, this item must receive the
“FOR” vote of a majority of the total number of votes of our
capital stock represented in person or by proxy and entitled to
vote at the Annual Meeting, voting as a single class. You may vote
“FOR,” “AGAINST” or “ABSTAIN” on this proposal. To be approved, the
shares voted “FOR” this proposal must exceed the number voted
“AGAINST” this proposal. A properly executed proxy marked “ABSTAIN”
will not be voted, although it will be counted as present and
entitled to vote for purposes of the proposal and establishing a
quorum. Accordingly, an abstention will have the effect of a vote
against the proposal. On this proposal, brokers will have
discretionary authority to vote in the absence of timely
instructions from their customers. As a result, broker non-votes
should not exist with respect to this proposal.
Item Three—Amendment to Company Charter to Effect a Reverse Stock
Split:
To be approved by the stockholders, this item must receive the
“FOR” vote of a majority of the total number of votes of our
capital stock represented in person or by proxy and entitled to
vote at the Annual Meeting, voting as a single class. You may vote
“FOR,” “AGAINST” or “ABSTAIN” on this proposal. To be approved, the
shares voted “FOR” this proposal must exceed the number voted
“AGAINST” this proposal. A properly executed proxy marked “ABSTAIN”
will not be voted, although it will be counted as present and
entitled to vote for purposes of the proposal. Accordingly, an
abstention will have the effect of a vote against the proposal. On
this proposal, brokers will not have discretionary authority to
vote in the absence of timely instructions from their customers.
Broker non-votes will have no effect on the proposal because they
are not "entitled to vote" on the matter.
Item Four—Advisory Approval of Executive Compensation:
Pursuant to our by-laws, the vote of the holders of a majority of
the total number of votes of our capital stock represented in
person or by proxy and entitled to vote at the Annual Meeting,
voting as a single class, is required for the approval, on an
advisory and non-binding basis, of the executive compensation as
described in this Proxy Statement. You may vote “FOR,” “AGAINST” or
“ABSTAIN” on this Proposal. To be approved, the shares
voted
“FOR” the proposal must exceed the number voted “AGAINST” the
Proposal. A properly executed proxy marked “ABSTAIN” will not be
voted, although it will be counted as present and entitled to vote
for purposes of the Proposal. Accordingly, an abstention will have
the effect of a vote against the Proposal. Broker non-votes will
have no effect on the outcome of this proposal. On this proposal,
brokers will not have discretionary authority to vote in the
absence of timely instructions from their customers. Broker
non-votes will have no effect on the proposal because they are not
"entitled to vote" on the matter.
Solicitation and Revocation
After you have submitted a proxy, you may change your vote at any
time before the proxy is exercised by submitting a notice of
revocation or a proxy bearing a later date. Regardless of whether
you voted using a traditional proxy card or by telephone or
internet, you may use any of these methods to change your vote. You
may change your vote either by submitting a proxy card prior to the
date of the Annual Meeting or by voting again prior to the time at
which the telephone and internet voting facilities close by
following the procedures applicable to those methods of voting. In
each event, the later submitted vote will be recorded and the
earlier vote revoked. You may also revoke a proxy by voting in
person at the Annual Meeting. Your attendance at the Annual Meeting
will not by itself constitute revocation of a proxy.
Oblong will bear the cost of the solicitation of proxies from its
stockholders, including the cost of preparing, assembling and
mailing the proxy solicitation materials. In addition to
solicitation by mail, our directors, officers and employees may
solicit proxies from stockholders by telephone or other electronic
means or in person, but no such person will be specifically
compensated for such services. We will cause brokerage houses and
other custodians, nominees and fiduciaries to forward solicitation
materials to the beneficial owners of stock held of record by such
persons. We will reimburse such custodians, nominees and
fiduciaries for their reasonable out-of-pocket expenses in doing
so. We have engaged Broadridge Financial Solutions to aid in the
distribution of the proxy materials and will reimburse their
related reasonable out-of-pocket expenses.
QUESTIONS AND ANSWERS ABOUT THE OBLONG ANNUAL MEETING
Q. Who is entitled to vote at the Annual
Meeting?
A. Holders of record of our Common Stock at
the close of business on November 17, 2022, which we refer to
as the “Record Date,” are entitled to cast one vote per share of
Common Stock held by such holder on each matter to be presented at
the Annual Meeting. As of the Record Date, 30,816,048 shares of
Common Stock were issued and outstanding.
Q. What is the purpose of the Annual
Meeting?
A. At the Annual Meeting, stockholders will
consider and vote upon the following matters:
(1)to
elect five members of the Company’s Board of Directors to serve
until the Company’s next annual meeting of stockholders, or until
their respective successors are duly elected and
qualified;
(2)to
ratify the appointment of EisnerAmper LLP as the Company’s
independent registered public accounting firm for the fiscal year
ending December 31, 2022;
(3)to
approve an amendment to Article FOURTH of the Company's Amended
& Restated Certificate of Incorporation to effect a reverse
stock split of the Company's issued and outstanding shares of
Common Stock by a ratio of 1-for-5, 1-for-10, or
1-for-15;
(4)to
approve, on an advisory and non-binding basis, executive
compensation as described in this proxy statement; and
(5)to
transact other business as may properly come before the Annual
Meeting.
Q. How can I access the proxy materials over
the internet?
A. Your proxy card will contain instructions
on how to view our proxy materials on the internet. Our proxy
materials are also available on our website at:
www.Oblong.com.
Q. How can I vote my shares?
A. You may vote by any of the following four
methods:
(1) Internet.
Vote over the internet at www.proxyvote.com, the website for
internet voting. Simply follow the instructions on your proxy card,
and you can confirm that your vote has been properly recorded. If
you vote on the internet, you can request electronic delivery of
future proxy materials. Internet voting facilities for stockholders
of record will be available 24 hours a day and will close at 11:59
p.m. (Eastern Time) on December 29, 2022.
(2) Telephone.
Vote by telephone by following the instructions on your proxy card.
Easy-to-follow voice prompts allow you to vote your shares and
confirm that your vote has been
properly recorded. Telephone voting facilities for stockholders of
record will be available 24 hours a day and will close at 11:59
p.m. (Eastern Time) on December 29, 2022.
(3) Mail.
If you received a proxy card by mail, vote by mail by completing,
signing, dating and returning your proxy card in the pre-addressed,
postage-paid envelope provided. If you vote by mail and your proxy
card is returned unsigned, then your vote cannot be counted. If you
vote by mail and the returned proxy card is signed without
indicating how you want to vote, then your proxy will be voted as
recommended by the Board of Directors. If mailed, your completed
and signed proxy card must be received by December 29,
2022.
(4) Meeting.
If you are a stockholder of record as of November 17, 2022,
you may attend and vote at the Annual Meeting on December 30,
2022.
If you hold your Company shares in a brokerage account, your
ability to vote over the internet or by telephone depends on your
broker’s voting process. Please follow the directions on your proxy
card or the voting instruction card from your broker
carefully.
The Board of Directors recommends that you vote using one of the
first three methods discussed above, as it is not practical for
most stockholders to attend and vote at the Annual Meeting. Using
one of the first three methods discussed above to vote will not
limit your right to vote at the Annual Meeting if you later decide
to attend in person.
Q. How can I vote my shares in person at the
Annual Meeting?
A. Stockholders
of Record.
If your shares are registered directly in your name with the
American Stock Transfer & Trust Company, LLC (“AST”), our
“transfer agent,” you are considered the stockholder of record with
respect to those shares, and the proxy materials are being mailed
to you. As the stockholder of record, you have the right to vote in
person at the Annual Meeting. If you choose to do so, you can bring
the proxy card or vote using the ballot provided at the Annual
Meeting. Even if you plan to attend the Annual Meeting, we
recommend that you vote your shares in advance as described above
so that your vote will be counted if you decide later not to attend
the Annual Meeting.
B. Beneficial
Owners.
Most of our stockholders hold their shares in street name through a
broker, bank or other nominee rather than directly in their own
name. In that case, you are considered the beneficial owner of
shares held in street name, and the proxy materials are being
forwarded to you together with a voting instruction card. As the
beneficial owner, you are also invited to attend the Annual
Meeting. Because a beneficial owner is not the stockholder of
record, you may not vote these shares in person at the Annual
Meeting unless you obtain a “legal proxy” from the broker, bank or
nominee that holds your shares, giving you the right to vote the
shares at the Annual Meeting. You will need to contact your broker,
bank or nominee to obtain a legal proxy, and you will need to bring
it to the Annual Meeting in order to vote in person.
In light of the COVID-19 pandemic, it could become necessary to
change the date, time, location, and/or means of holding the Annual
Meeting (including by means of remote communication). If such a
change is made, we will announce the change in advance, and details
on how to participate will be issued by press release, posted on
our website, and filed as additional proxy materials.
Q. How does the Board of Directors recommend
that I vote?
A. Our Board of Directors recommends that
you vote:
(1)“FOR”
the election of five members of the Company’s Board of Directors to
serve until the Company’s next annual meeting of stockholders, or
until their respective successors are duly elected and qualified;
and
(2)“FOR”
the ratification of the appointment of EisnerAmper LLP as the
Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2022.
(3)“FOR”
the approval of an amendment to Article FOURTH of the Company’s
Amended & Restated Certificate of Incorporation to effect a
reverse stock split of the Company’s issued and outstanding shares
of Common Stock by a ratio of 1-for-5, 1-for-10, or
1-for-15.
(4)“FOR”
the approval of, on an advisory and non-binding basis, executive
compensation as described in this proxy statement.
Q. What is the voting requirement to approve
each of the items?
A. Item
One—Election of Directors :
Pursuant to our bylaws, a plurality of the votes duly cast at the
Annual Meeting is required for the election of directors. You may
vote “FOR” or “WITHHOLD” authority to vote on this Proposal. The
persons receiving the highest number of “FOR” votes at the Annual
Meeting will be elected. Broker non-votes and withheld votes, if
any, are not counted as votes cast and will have no effect on the
outcome of this election.
Item Two—Ratification of Appointment of Independent Registered
Public Accounting Firm: To
be approved by the stockholders, this item must receive the “FOR”
vote of a majority of the total number of votes of our capital
stock represented in person or by proxy and entitled to vote at the
Annual Meeting, voting as a single class. You may vote “FOR,”
“AGAINST” or “ABSTAIN” on this proposal. To be approved, the shares
voted “FOR” this proposal must exceed the number voted “AGAINST”
this proposal. A properly executed proxy marked “ABSTAIN” will not
be voted, although it will be counted as present and entitled to
vote for purposes of the proposal. Accordingly, an abstention will
have the effect of a vote against the proposal. On this proposal,
brokers will have discretionary authority to vote in the absence of
timely instructions from their customers. As a result, broker
non-votes should not exist with respect to this
proposal.
Item Three—Amendment to Company Charter to Effect a Reverse Stock
Split:
To be approved by the stockholders, this item must receive the
“FOR” vote of a majority of the total number of votes of our
capital stock represented in person or by proxy and entitled to
vote at the Annual Meeting, voting as a single class. You may vote
“FOR,” “AGAINST” or “ABSTAIN” on this proposal. To be approved, the
shares voted “FOR” this proposal must exceed the number voted
“AGAINST” this proposal. A properly executed proxy marked “ABSTAIN”
will not be voted, although it will be counted as present and
entitled to vote for purposes of the proposal. Accordingly, an
abstention will have the effect of a vote against the proposal. On
this proposal, brokers will not have discretionary authority to
vote in the absence of timely instructions from their customers.
Broker non-votes will have no effect on the outcome of this
proposal because they are not "entitled to vote" on the
matter.
Item Four—Advisory Approval of Executive Compensation:
Pursuant to our by-laws, the vote of the holders of a majority of
the total number of votes of our capital stock represented in
person or by proxy and entitled to vote at the Annual Meeting,
voting as a single class, is required for the approval,
on
an advisory and non-binding basis, of the executive compensation as
described in this Proxy Statement. You may vote “FOR,” “AGAINST” or
“ABSTAIN” on this Proposal. To be approved, the shares voted “FOR”
the proposal must exceed the number voted “AGAINST” the Proposal. A
properly executed proxy marked “ABSTAIN” will not be voted,
although it will be counted as present and entitled to vote for
purposes of the Proposal. Accordingly, an abstention will have the
effect of a vote against the Proposal. On this proposal, brokers
will not have discretionary authority to vote in the absence of
timely instructions from their customers. Broker non-votes will
have no effect on the outcome of this proposal because they are not
"entitled to vote" on the matter.
Q. What happens if additional matters are
presented at the Annual Meeting?
A. Other than the items of business
described in this Proxy Statement, we are not aware of any other
business to be acted upon at the Annual Meeting. If you grant a
proxy, the persons named as proxies will have the discretion to
vote your shares on any additional matters properly presented for a
vote at the Annual Meeting.
Q. What happens if I do not give specific
voting instructions?
A. If you are a stockholder of record, and
vote without giving specific voting instructions, the proxyholders
will vote your shares in the manner recommended by our Board of
Directors on all matters presented in this Proxy Statement, and,
with respect to any other matters that may properly come before the
Annual Meeting, as the proxyholders may determine in their
discretion.
If you are the beneficial owner of shares held in the name of a
broker, bank or other nominee and do not provide that broker, bank
or other nominee with voting instructions in the proxy card, your
broker may vote your shares only with respect to certain matters
considered routine. For any matters that are not routine for which
you do not provide voting instructions in the proxy card, your
shares will constitute “broker non-votes” and are not considered
entitled to vote on that proposal. With respect to the matters
being voted on at the Annual Meeting, your broker has discretionary
authority to vote your shares in the absence of instructions from
you only on the ratification of the selection of the Company’s
independent registered public accounting firm. As a result, broker
non-votes should not exist with respect to this proposal. Your
broker does not have discretionary authority to vote your shares in
the election of directors, the amendment to the Company’s charter
to effect a reverse stock split, or the advisory approval of
executive compensation if you do not furnish instructions on such
matter. Thus, assuming that a quorum is obtained, any broker
non-votes will not affect the outcomes of these
proposals.
Q. What is the quorum requirement for the
Annual Meeting?
A. A quorum is present at the Annual Meeting
if a majority of the shares of our capital stock issued and
outstanding and entitled to vote on the Record Date are represented
in person or by proxy. Your shares will be counted for purposes of
determining if there is a quorum, whether representing votes for,
against, withheld or abstained, if you:
•are
present and vote at the Annual Meeting; or
•properly
submit a proxy card or vote over the internet or by
telephone.
For purposes of determining the presence of a quorum, abstentions,
and with respect to the election of directors, “withhold” votes,
will be treated as shares that are present and entitled to vote,
while broker
“non-votes” will be treated only as shares that are present. If a
quorum is not present, the Annual Meeting may be adjourned from
time to time until a quorum is obtained.
Q. How can I change my vote after I return
my proxy card?
A. If you are a stockholder of record, there
are three ways you can change your vote or revoke your proxy after
you have sent in your proxy card.
•First,
you may send a timely written notice to Oblong, Inc., c/o Corporate
Secretary, 25587 Conifer Road, Suite 105-231, Conifer, Colorado
80433 stating that you would like to revoke your
proxy.
•Second,
you may complete and submit another valid proxy by mail, telephone
or over the internet that is later dated and if mailed, is properly
signed, or if submitted by telephone or over the internet is
received by 11:59 p.m. (Eastern Time) on December 29, 2022.
Any earlier proxies will be revoked automatically.
•Third,
you may attend the Annual Meeting and vote in person. Any earlier
proxy will be revoked. However, attending the Annual Meeting
without voting in person will not revoke your proxy.
If you hold your shares through a broker, bank or other nominee and
you have instructed the broker, bank or other nominee to vote your
shares, you must follow directions from your broker, bank or other
nominee to change your vote.
Q. Who will tabulate the votes?
A. David Clark, our Chief Financial Officer,
Treasurer and Corporate Secretary, will certify the tabulated vote
and act as the inspector of elections for the Annual Meeting. Mr.
Clark will be responsible for (i) determining the presence of a
quorum at the Annual Meeting, (ii) receiving all votes and ballots,
whether by proxy or in person, with regard to all matters voted
upon at the Annual Meeting, (iii) counting and tabulating all such
votes and ballots and (iv) determining and reporting the results
with regard to all such matters voted upon at the Annual
Meeting.
Q. Where can I find the voting results of
the Annual Meeting?
A. We intend to announce preliminary voting
results at the Annual Meeting and publish final results in a
Current Report on Form 8-K to be filed with the SEC within four
business days following the Annual Meeting.
Q. Who pays for the cost of this proxy
solicitation?
A. Oblong will bear the cost of the
solicitation of proxies from its stockholders, including the cost
of preparing, assembling and mailing the proxy solicitation
materials. In addition to solicitation by mail, our directors,
officers and employees may solicit proxies from stockholders by
telephone or other electronic means or in person, but no such
person will be specifically compensated for such services. We will
cause brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial
owners of stock held of record by such persons. We will reimburse
such custodians, nominees and fiduciaries for their reasonable
out-of-pocket expenses in doing so. We have engaged
Broadridge
Financial Solutions to aid in the distribution of the proxy
materials and will reimburse their related reasonable out-of-pocket
expenses.
Q. Is there a list of stockholders entitled
to vote at the Annual Meeting?
A. The names of stockholders of record
entitled to vote at the Annual Meeting will be available at the
Annual Meeting and for 10 days prior to the Annual Meeting at our
principal executive offices between the hours of 9:00 a.m. and 5:00
p.m. Mountain Time for any purpose relevant to the Annual Meeting.
To arrange to view this list during the times specified above,
please contact the Corporate Secretary of the Company at Oblong,
Inc., c/o Corporate Secretary, 25587 Conifer Road, Suite 105-231,
Conifer, Colorado 80433 or call 303-640-3838.
THIS QUESTION AND ANSWER SECTION IS ONLY MEANT TO GIVE AN OVERVIEW
OF THE PROXY STATEMENT. FOR MORE INFORMATION, PLEASE REFER TO THE
MATERIAL CONTAINED IN THE SUBSEQUENT PAGES.
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
Directors to be elected are to serve until the next annual meeting
of stockholders or until their respective successors are duly
elected and qualified. The number of directors is determined from
time to time, and may be increased or decreased, by our Board of
Directors, and is currently five members. The nominees who will
stand for election are Jason Adelman, Matthew Blumberg, Peter
Holst, James Lusk, and Deborah Meredith, all of whom are currently
members of our Board of Directors. The five nominees receiving the
highest number of affirmative votes will be elected as directors.
In the event any nominee is unable or unwilling to serve as a
nominee, the Board of Directors may select a substitute nominee. If
a substitute nominee is selected, proxies will be voted in favor of
such nominee. Our Board of Directors has no reason to believe that
any of the named nominees will be unable or unwilling to serve as a
nominee or as a director if elected. Proxies cannot be voted for a
greater number of persons than the number of nominees
named.
Director Nominees
The following table sets forth information with respect to our
director nominees.
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Name
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Age
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Position with Company
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Jason Adelman (1)(2)(3)
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53 |
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Director, Chairman of the Compensation Committee, Chairman of the
Nominating Committee
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Matthew Blumberg (1)(3) |
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52 |
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Chairman of the Board |
Peter Holst
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53 |
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Director, President and Chief Executive Officer
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James Lusk (1)(2)(3)
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66 |
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Director, Chairman of the Audit Committee
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Deborah Meredith (2)(3) |
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63 |
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Director |
___________________
(1) Member of the Audit
Committee.
(2) Member of the Compensation
Committee.
(3) Member of the Nominating
Committee.
Board Diversity Matrix
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Board Diversity Matrix (as of November 25, 2022) |
Total Number of Directors |
5 |
Part I: Gender Identity |
Female |
Male |
Non-Binary |
Did Not Disclose Gender |
Directors |
1 |
4 |
– |
– |
Part II: Demographic Background |
African American or Black |
– |
– |
– |
– |
Alaskan Native or American Indian |
– |
– |
– |
– |
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Asian |
– |
– |
– |
– |
Hispanic or Latinx |
– |
– |
– |
– |
Native Hawaiian or Pacific Islander |
– |
– |
– |
– |
White |
1 |
4 |
– |
– |
Two or More Races or Ethnicities |
– |
– |
– |
– |
LGBTQ+ |
– |
Did Not Disclose Demographic Background |
– |
Nominee Biographies
Jason Adelman, Director.
Mr. Adelman joined our Board of Directors in July 2019. Mr.
Adelman is the Founder and Managing Member of Burnham Hill Capital
Group, LLC, a privately held financial advisory firm, and serves as
Managing Member of Cipher Capital Partners LLC, a private
investment fund. Mr. Adelman also serves as a member of the board
of directors of Trio-Tech International (Nasdaq Capital Market:
TRT). Prior to founding Burnham Hill Capital Group, LLC in 2003,
Mr. Adelman served as Managing Director of Investment Banking at
H.C. Wainwright and Co., Inc. Mr. Adelman graduated from the
University of Pennsylvania with a B.A. in Economics, cum laude, and
from Cornell Law School with a J.D.
In considering Mr. Adelman as a director of the Company, the Board
reviewed, among other qualifications, his experience and expertise
in finance, accounting, banking and management. Based on his
experience with Burnham Hill Capital Group LLC, Cipher Capital
Partners LLC, and H. C. Wainwright & Co. Mr. Adelman qualifies
as an "audit committee financial expert" under the applicable SEC
rules and accordingly contributes to the Board of Directors his
understanding of generally accepted accounting principles and his
skills in auditing, as well as in analyzing and evaluating
financial statements.
Matthew Blumberg, Chairman of the Board.
Mr. Blumberg joined our Board of Directors in August 2021 and has
served as the Chairman of the Board since December 16, 2021. Mr.
Blumberg is the Co-Founder and Chief Executive Officer of Bolster,
an on-demand executive talent marketplace that helps accelerate
companies’ growth by connecting them with experienced, highly
vetted executives for interim, fractional, advisory, project-based
or board roles. He also co-founder and currently serves as Chairman
of Path Forward.ORG, a nonprofit organization on a mission to
empower people to restart their careers after time spent focused on
caregiving, working with more than 60 companies including Apple,
Amazon, Wal-Mart, Intuit, Campbell’s Soup, PayPal, Verizon and
Oracle. Mr. Blumberg is also an author and frequent public speaker.
He was recognized as one of New York’s 100 most influential
technology leaders by the
Silicon Alley Insider
in 2008, was one of
Crain’s New York
Top Entrepreneurs in 2012 and an Ernst & Young Entrepreneur of
the Year finalist in 2012. He has served as a board member
of
numerous corporate, nonprofit and community organizations. Mr.
Blumberg attended Princeton University where he graduated Summa Cum
Laude with an A.B. in Urban Planning in 1992.
In considering Mr. Blumberg as a director of the Company, the Board
reviewed his experience and expertise in work force matters and the
leadership he has shown in his positions with current and prior
companies. Mr. Blumberg qualifies as an "audit committee financial
expert" under the applicable SEC rules and accordingly contributes
to the Board of Directors his understanding of generally accepted
accounting principles and his skills in auditing, as well as in
analyzing and evaluating financial statements.
Peter Holst, Director, President and Chief Executive
Officer. Prior
to being named President and CEO in January 2013, Mr. Holst served
as the Company’s Senior Vice President for Business Development
since October 1, 2012. Mr. Holst has served as a director of the
Company since January 2013 and served as Chairman of the Board from
July 2019 to December 15, 2021. Mr. Holst has more than 28 years of
experience in the collaboration industry. Prior to joining the
Company, Mr. Holst served as the Chief Executive Officer of
Affinity VideoNet, Inc., and as the President and Chief Operating
Officer of Raindance Communications. Mr. Holst holds a degree in
Business Administration from the University of Ottawa.
In considering Mr. Holst as a director of the Company, the Board
reviewed his extensive knowledge and expertise in the communication
services industry, and the leadership he has shown in his positions
with prior companies.
James S. Lusk, Director.
Mr. Lusk joined our Board of Directors in February 2007 and served
as the Lead Independent Director of the Board from July 2019 to
December 15, 2021. Mr. Lusk is currently the Chief Financial
Officer of Sutherland Global Services, a global provider of
business process transformation and technology management services.
Mr. Lusk joined Sutherland in July 2015. From 2007 until July 2015,
Mr. Lusk was Executive Vice President of ABM Industries
Incorporated (NYSE:ABM), a leading provider of facility solutions,
and served as ABM’s Chief Financial Officer from 2007 until April
2015. Prior to joining ABM, he served as Vice President, Business
Services and Chief Operating Officer for the Europe, Middle East
and Africa region for Avaya from 2005 to 2007. Mr. Lusk has also
served as Chief Financial Officer and Treasurer of BioScrip/MIM,
President of Lucent Technologies’ Business Services division, and
interim Chief Financial Officer and Corporate Controller of Lucent
Technologies. Mr. Lusk earned his B.S. (Economics), cum laude, from
the Wharton School, University of Pennsylvania, and his M.B.A
(Finance) from Seton Hall University. He is a certified public
accountant and was inducted into the AICPA Business and Industry
Leadership Hall of Fame in 1999.
In considering Mr. Lusk as a director of the Company, the Board
reviewed his extensive expertise and knowledge regarding finance
and accounting matters, as well as compensation, risk assessment
and corporate governance. Mr. Lusk qualifies as an “audit committee
financial expert” under the applicable SEC rules and accordingly
contributes to the Board of Directors his understanding of
generally accepted accounting principles and his skills in
auditing, as well as in analyzing and evaluating financial
statements.
Deborah Meredith, Director.
Ms. Meredith joined our Board of Directors in August 2021. Ms.
Meredith currently serves as a board member, advisor and consultant
to several high-tech companies with extensive experience in
strategic roles with privately-held start-up companies such as
Proofpoint, Aviatrix, Qventus, Alation and Kinsa Health. Ms.
Meredith has more than three decades of experience
working hands-on with company founders to assemble world-class
teams, architect software products and establish a roadmap for
operational success. Ms. Meredith earned a master's degree in
computer science from Stanford University and an undergraduate
degree in both computer science and mathematics from the University
of Michigan.
In considering Ms. Meredith as a director of the Company, the Board
reviewed her experience and expertise in the technology industry
and the leadership she has shown in her positions with prior
companies.
Vote Required For Approval
Pursuant to our bylaws, a plurality of the votes duly cast at the
Annual Meeting is required for the election of directors. You may
vote “FOR” or “WITHHOLD” authority to vote on this Proposal. The
persons receiving the highest number of “FOR” votes at the Annual
Meeting will be elected. Broker non-votes and withheld votes, if
any, are not counted as votes cast and will have no effect on the
outcome of this election.
Board Recommendation
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR”
THE ELECTION OF EACH NOMINEE FOR DIRECTOR TO SERVE UNTIL OUR NEXT
ANNUAL MEETING OF STOCKHOLDERS, OR UNTIL HIS/HER SUCCESSOR IS DULY
ELECTED AND QUALIFIED.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE
GOVERNANCE
Board of Directors
Our Board of Directors currently consists of five directors. The
current Board members include four independent directors, and our
chief executive officer. The core responsibility of our Board of
Directors is to exercise its business judgment to act in what it
reasonably believes to be in the best interests of the Company and
its stockholders. Further, members of the Board fulfill their
responsibilities consistent with their fiduciary duty to the
stockholders, and in compliance with all applicable laws and
regulations. The primary responsibilities of the Board
include:
•oversight
of management performance and assurance that stockholder interests
are served;
•oversight
of the Company’s business affairs and long-term strategy;
and
•monitoring
adherence to the Company’s standards and policies, including, among
other things, policies governing internal controls over financial
reporting.
Our Board of Directors conducts its business through meetings of
the Board and through activities of the standing committees, as
further described below. The Board and each of the standing
committees meet throughout the year and also holds special meetings
and acts by written consent from time to time, as appropriate.
Board agendas include regularly scheduled executive sessions of the
independent directors to meet without the presence of management.
The Board has delegated various
responsibilities and authority to different committees of the
Board, as described below. Members of the Board have access to all
of our members of management outside of Board
meetings.
Our Board of Directors met and/or acted by written consent nine
times during the year ended December 31, 2021. During this
period, each director then in office attended 75% or more of the
aggregate of (i) the total number of meetings of the Board of
Directors held during the period for which he was a director and
(ii) the total number of meetings of committees of the Board of
Directors on which he served, held during the period for which he
served. The Company does not have a policy with regard to
directors’ attendance at our annual meetings of stockholders. All
board members attended the 2021 annual meeting of
stockholders.
Director Independence
Our Board of Directors has determined that each of our current
directors, other than Mr. Holst qualifies as “independent” in
accordance with the listing standards of The Nasdaq Capital Market.
Because Mr. Holst is our president and chief executive officer and
an employee of the Company, he does not qualify as
independent.
The Nasdaq Capital Market independence definition includes a series
of objective tests, such as that the director is not an officer or
employee of the Company or its subsidiaries, has not engaged in
various types of business dealings with the Company or its
subsidiaries. In addition, as further required by The Nasdaq
Capital Market rules, the Board has made a subjective determination
as to each independent director that no relationship exists which,
in the opinion of the Board, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a
director. In making these determinations, the directors reviewed
and discussed information provided by the directors and the Company
with regard to each director’s business and personal activities as
they may relate to the Company and the Company’s
management.
Board Committees
The Board has an audit committee, a compensation committee and a
nominating committee, and may form special committees as is
required from time to time. Each of the committees regularly report
on their activities and actions to the full Board. The charters for
the audit committee, the compensation committee, and the nominating
committee are available on the Company’s website at
www.oblong.com/company/investor-relations. The contents of our
website are not incorporated by reference into this document for
any purpose.
Audit Committee
The audit committee currently consists of James Lusk (chair), Jason
Adelman, and Matthew Blumberg. Our Board of Directors has
determined that all members of the audit committee are
“independent” within the meaning of the corporate governance of
Nasdaq Capital Market and the SEC rules governing audit committees
and “financially literate” for purposes of applicable Nasdaq
Capital Market listing standards. In addition, our Board of
Directors has determined that each of Messrs. Lusk, Adelman, and
Blumberg has the accounting and related financial management
expertise to satisfy the requirements of an “audit committee
financial expert,” as determined pursuant to the rules and
regulations of the SEC. The audit committee consults and meets with
our independent registered public accounting firm, Chief Financial
Officer and accounting personnel, reviews potential conflict of
interest situations
where appropriate, and reports and makes recommendations to
the full Board of Directors regarding such matters. The audit
committee met four times during the year ended December 31,
2021.
Please see “Report of the Audit Committee of the Board of
Directors” below for additional information regarding the audit
committee and the report of its members for the year ended
December 31, 2021.
Compensation Committee
Our compensation committee currently consists of Jason Adelman
(chair), James Lusk, and Deborah Meredith. Each member of the
compensation committee meets the applicable independence
requirements of The Nasdaq Capital Market. The compensation
committee met and/or acted by written consent three times during
the year ended December 31, 2021.
The compensation committee is responsible for establishing and
administering our executive compensation policies. The role of the
compensation committee is to (i) formulate, evaluate and
approve compensation of the Company’s directors, executive officers
and key employees, (ii) oversee all compensation programs
involving the use of the Company’s stock and (iii) produce, if
required under applicable securities laws, a report on executive
compensation for inclusion in the Company’s proxy statement for its
annual meeting of stockholders. The duties and responsibilities of
the compensation committee under its charter include:
•annually
reviewing and making recommendations to the Board with respect to
compensation of directors, executive officers and key employees of
the Company;
•annually
reviewing and approving corporate goals and objectives relevant to
Chief Executive Officer compensation, evaluating the Chief
Executive Officer’s performance in light of those goals and
objectives, and recommending to the Board the Chief Executive
Officer’s compensation levels based on this
evaluation;
•reviewing
competitive practices and trends to determine the adequacy of the
executive compensation program;
•approving
and overseeing compensation programs for executive officers
involving the use of the Company’s stock;
•approving
and administering cash incentives for executives, including
oversight of achievement of performance objectives, and funding for
executive incentive plans;
•annually
performing a self-evaluation on the performance of the compensation
committee; and
•making
regular reports to the Board concerning the activities of the
compensation committee.
When appropriate, the compensation committee may, in carrying out
its responsibilities, form and delegate authority to subcommittees.
The Chief Executive Officer plays a role in determining the
compensation of our other executive officers by evaluating the
performance of those executive officers. The Chief Executive
Officer’s evaluations are then reviewed by the compensation
committee. This process leads to a recommendation for any changes
in salary, bonus terms and equity awards, if any,
based on performance, which recommendations are then reviewed and
approved by the compensation committee.
Nominating Committee
Our nominating committee currently consists of Jason Adelman
(chair), James Lusk, Matthew Blumberg, and Deborah Meredith. Each
member of the nominating committee meets the independence
requirements of the Nasdaq Capital Market. The nominating committee
is responsible for assessing the performance of our Board of
Directors and making recommendations to our Board regarding
nominees for the Board. The nominating committee met and/or acted
by written consent two times during the year ended
December 31, 2021.
The nominating committee considers qualified candidates to serve as
a member of our Board of Directors that are suggested by our
stockholders. Nominees recommended by stockholders will be given
appropriate consideration and evaluated in the same manner as other
nominees. Stockholders can suggest qualified candidates for
director by writing to our Corporate Secretary at 25587 Conifer
Road, Suite 105-231, Conifer, Colorado 80433. Stockholder
submissions that are received in accordance with our bylaws and
that meet the criteria outlined in the nominating committee charter
are forwarded to the members of the nominating committee for
review. Stockholder submissions must include the following
information:
•a
statement that the writer is our stockholder and is proposing a
candidate for our Board of Directors for consideration by the
nominating committee;
•the
name of and contact information for the candidate;
•a
statement of the candidate’s business and educational
experience;
•information
regarding each of the factors set forth in the nominating committee
charter sufficient to enable the nominating committee to evaluate
the candidate;
•a
statement detailing any relationship between the candidate and any
of our customers, suppliers or competitors;
•detailed
information about any relationship or understanding between the
proposing stockholder and the candidate; and
•a
statement that the candidate is willing to be considered and
willing to serve as our director if nominated and
elected.
In considering potential new directors, the nominating committee
will review individuals from various disciplines and backgrounds.
Among the qualifications to be considered in the selection of
candidates are broad experience in business, finance or
administration; familiarity with national and international
business matters; familiarity with our industry; and prominence and
reputation. While there is no formal policy with regard to
consideration of diversity in identifying director nominees, the
nominating committee will consider diversity in business
experience, professional expertise, gender and ethnic background,
along with various other factors when evaluating director nominees.
The nominating committee will also consider whether the individual
has the time available to devote to the work of our Board of
Directors and one or more of its committees.
The nominating committee will also review the activities and
associations of each candidate to ensure that there is no legal
impediment, conflict of interest or other consideration that might
hinder or prevent service on our Board of Directors. In making its
selection, the nominating committee will bear in mind that the
foremost responsibility of a director of a corporation is to
represent the interests of the stockholders as a whole. The
nominating committee will periodically review and reassess the
adequacy of its charter and propose any changes to the Board of
Directors for approval.
Contacting the Board of Directors
Any stockholder who desires to contact our Board of Directors,
committees of the Board of Directors and individual directors may
do so by writing to: Oblong, Inc., 25587 Conifer Road, Suite
105-231, Conifer, Colorado 80433, Attention: David Clark, Corporate
Secretary. Mr. Clark will direct such communication to the
appropriate persons.
Board Leadership Structure and Role in Risk Oversight
Mr. Holst has served as the Company’s President and Chief Executive
Officer since January 2013 and served as the Chairman of the
Company’s Board of Directors from July 2019 up until our 2021
annual meeting of stockholders (December 16, 2021). Effective on
the date of the 2021 annual meeting of stockholders, Mr. Blumberg
replaced Mr. Holst as the Chairman of the Board of
Directors.
To ensure a strong and independent Board, as discussed herein, the
Board has affirmatively determined that all directors of the
Company, other than Mr. Holst, are independent within the meaning
of the Nasdaq Capital Market listing standards currently in effect.
Our Corporate Governance Guidelines provide that non-management
directors shall meet in regular executive session without
management present, and that Mr. Lusk, who served as our lead
independent director from July 2019 up until our 2021 annual
meeting of stockholders, has acted as the Chairman of such
meetings. Additionally, Mr. Lusk actively participated in
establishing and setting Board meeting agendas.
The Board believes that there is no single approach to providing
board leadership and that each possible leadership structure must
be considered in the context of the individuals involved and the
specific circumstances facing a company, as the right structure may
vary as circumstances change. The Board believes it is in the best
interest of the Company and its stockholders at this time to have
separate Chief Executive Officer and Chair positions. The Board
believes this structure will enable the Chief Executive Officer to
focus on operation of the Company’s business, while the Chair
focuses on leading the Board in its oversight role.
The Board has an active role, directly and through its committees,
in the oversight of the Company’s risk management efforts. The
Board carries out this oversight role through several levels of
review. The Board regularly reviews and discusses with members of
management information regarding the management of risks inherent
in the operation of the Company’s business and the implementation
of the Company’s strategic plan, including the Company’s risk
mitigation efforts.
Each of the Board’s committees also oversees the management of the
Company’s risks that are under each committee’s areas of
responsibility. For example, the audit committee oversees
management of accounting, auditing, external reporting, internal
controls and cash investment risks. The nominating committee
oversees and assesses the performance of the Board and makes
recommendations to the Board from time to time regarding nominees
for the Board. The compensation committee oversees risks
arising
from compensation practices and policies. While each committee has
specific responsibilities for oversight of risk, the Board is
regularly informed by each committee about such risks. In this
manner the Board is able to coordinate its risk
oversight.
Family Relationships
There are no family relationships between the officers and
directors of the Company.
Legal Proceedings
During the past ten years none of our directors or executive
officers was involved in any legal proceedings described in
subparagraph (f) of Item 401 of Regulation S-K.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS
The audit committee is composed of three members. Each member is a
director who meets the current independence standards under the
applicable SEC and Nasdaq Capital Market rules. The audit committee
operates under a written audit committee charter. As described more
fully in its charter, the purpose of the audit committee is to
assist the Board in its general oversight of the Company’s
financial reporting, internal controls and audit functions.
Management is responsible for: the preparation, presentation and
integrity of Company’s financial statements; accounting and
financial reporting principles; internal controls; and procedures
designed to reasonably assure compliance with accounting standards,
applicable laws and regulations. EisnerAmper LLP (“EisnerAmper”),
our independent registered public accounting firm, is responsible
for performing an independent audit of the consolidated financial
statements in accordance with the Standards of the Public Company
Accounting Oversight Board (United States). In accordance with
applicable law, the audit committee has ultimate authority and
responsibility to select, compensate, evaluate and, when
appropriate, replace our independent registered public accounting
firm. The audit committee has the authority to engage its own
outside advisers, including experts in particular areas of
accounting, as it determines appropriate, apart from counsel or
advisers hired by management.
The audit committee members need not be professional accountants or
auditors, and their functions are not intended to duplicate or to
certify the activities of management and EisnerAmper, nor can the
audit committee certify that EisnerAmper is “independent” under
applicable rules. The audit committee serves a Board-level
oversight role, in which it provides advice, counsel and direction
to management and EisnerAmper on the basis of the information it
receives, discussions with management and EisnerAmper, and the
experience of the audit committee’s members in business, financial
and accounting matters. All members of the audit committee have
been determined by the Board to meet the qualifications of an
“audit committee financial expert” in accordance with SEC rules.
Stockholders should understand that this designation is an SEC
disclosure requirement related to these directors’ experience and
understanding with respect to certain accounting and auditing
matters. The designation does not impose on these directors any
duties, obligations or liability that are greater than are
generally imposed on them as a member of the audit committee and
the Board, and their designation as an audit committee financial
expert pursuant to this SEC requirement does not affect the duties,
obligations or liability of any other member of the audit committee
or the Board.
In accordance with law, the audit committee is responsible for
establishing procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, including the
confidential, anonymous submission by our employees received
through established procedures, of concerns regarding questionable
accounting or auditing matters. Among other matters, the audit
committee monitors the activities and performance of EisnerAmper,
including the audit scope, external audit fees, independence
matters and the extent to which the firm may be retained to perform
non-audit services.
In accordance with audit committee policy and applicable legal
requirements, all services to be provided by EisnerAmper are
pre-approved by the audit committee. Pre-approval includes audit
services, audit-related services, tax services and other services.
To avoid certain potential conflicts of interest, the law prohibits
a publicly traded company from obtaining certain non-audit services
from EisnerAmper. We obtain these services from other service
providers as needed.
The audit committee has reviewed our audited financial statements
and met and held discussions with management regarding the audited
financial statements. Management has represented to the audit
committee that our consolidated financial statements were prepared
in accordance with accounting principles generally accepted in the
United States. The audit committee has discussed with EisnerAmper
the matters required to be discussed by the statement on Auditing
Standards No. 1301, “Communications with Audit Committees,” as
adopted by the Public Company Accounting Oversight Board. These
discussions have included a review as to the quality, not just the
acceptability, of our accounting principles.
The audit committee has received the written disclosures and the
letter from EisnerAmper required by applicable requirements of the
Public Company Accounting Oversight Board regarding EisnerAmper’s
communications with the audit committee concerning independence,
and the audit committee has discussed with EisnerAmper its
independence from management and the Company. The audit committee
has also considered the compatibility of non-audit services with
EisnerAmper’s independence.
Based on the audit committee’s review and discussions described in
this report, the audit committee recommended to the Board of
Directors that our audited consolidated financial statements for
the year ended December 31, 2021 be included in the Company’s
Annual Report on Form 10-K for filing with the SEC.
Respectfully submitted,
James Lusk,
Chairman
Jason Adelman
Matthew Blumberg
PROPOSAL NO. 2 -- RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The audit committee, composed entirely of independent, non-employee
members of the Board of Directors, has appointed the firm of
EisnerAmper as the independent registered public accounting firm to
audit the consolidated financial statements of the Company and its
subsidiaries for the fiscal year ending December 31, 2022 and
is asking the stockholders for ratification of the
appointment. If the stockholders do not approve the
selection of EisnerAmper, the audit committee will reconsider the
appointment, but may conclude that it is in the best interests of
the Company to retain EisnerAmper for the current fiscal year. Even
if the appointment is ratified, the audit committee, in its
discretion, may direct the appointment of a different independent
registered public accounting firm at any time during the year if
the audit committee determines that such a change would be in the
best interests of the Company.
As our independent registered public accounting firm, EisnerAmper
would audit our consolidated financial statements for the fiscal
year ending December 31, 2022, review the related interim
quarters, and perform audit-related services and consultation in
connection with various accounting and financial reporting matters.
EisnerAmper may also perform certain non-audit services for our
Company. The audit committee has determined that the provision of
the services provided by EisnerAmper as set forth herein are
compatible with maintaining EisnerAmper’s independence and the
prohibitions on performing non-audit services set forth in the
Sarbanes-Oxley Act and relevant SEC rules.
Representatives of EisnerAmper are not expected to be present at
the Annual Meeting but will have the opportunity to make a
statement if they desire to do so and are expected to be available
to respond to appropriate questions.
Audit Fees
EisnerAmper, our principal accountant, billed us approximately
$299,000 for professional services for the audit of our annual
consolidated financial statements for the 2021 fiscal year and the
reviews of the consolidated financial statements included in our
quarterly reports on Form 10-Q for the 2021 fiscal year.
EisnerAmper billed us $301,000 for professional services for the
audit of our annual consolidated financial statements for the 2020
fiscal year and the reviews of the consolidated financial
statements included in our quarterly reports on Form 10-Q for the
2020 fiscal year.
Audit-Related Fees
EisnerAmper did not bill us in the 2021 and 2020 fiscal years for
any professional services rendered for audit-related
items.
Tax Fees
EisnerAmper did not bill us in the 2021 and 2020 fiscal years for
any professional services rendered for tax compliance, tax advice
or tax planning.
All Other Fees
EisnerAmper did not bill us in the 2021 and 2020 fiscal years for
any other products or services.
Audit Committee Pre-Approval Policy
The audit committee is required to pre-approve the engagement of
EisnerAmper to perform audit and other services for the Company.
Our procedures for the pre-approval by the audit committee of all
services provided by EisnerAmper comply with SEC regulations
regarding pre-approval of services. Services subject to these SEC
requirements include audit services, audit-related services, tax
services and other services. The audit engagement is specifically
approved, and the auditors are retained by the audit committee. The
audit committee also has adopted policies and procedures for
pre-approving all non-audit work performed by EisnerAmper. In
accordance with audit committee policy and the requirements of law,
all services provided by EisnerAmper in the 2021 and 2020 fiscal
years were pre-approved by the audit committee and all services to
be provided by EisnerAmper will be pre-approved. Pre-approval
includes audit services, audit-related services, tax services and
other services. To avoid certain potential conflicts of interest,
the law prohibits a publicly traded company from obtaining certain
non-audit services from its auditing firm. We obtain these services
from other service providers as needed.
Vote Required For Approval
To be approved by the stockholders, this item must receive the
“FOR” vote of a majority of the total number of votes of our
capital stock represented in person or by proxy and entitled to
vote at the Annual Meeting, voting as a single class. You may vote
“FOR,” “AGAINST” or “ABSTAIN” on this proposal. To be approved, the
shares voted “FOR” this proposal must exceed the number voted
“AGAINST” this proposal. A properly executed proxy marked “ABSTAIN”
will not be voted, although it will be counted as present and
entitled to vote for purposes of the proposal. Accordingly, an
abstention will have the effect of a vote against the proposal. On
this proposal, brokers will have discretionary authority to vote in
the absence of timely instructions from their customers. As a
result, broker non-votes should not exist with respect to this
proposal.
Board Recommendation
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR”
PROPOSAL NO. 2, TO RATIFY THE SELECTION OF EISNERAMPER LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2022.
PROPOSAL NO. 3 -- AMENDMENT TO COMPANY CHARTER TO EFFECT A REVERSE
STOCK SPLIT
General
At the Annual Meeting, Oblong’s stockholders will be asked to
approve an amendment to Article FOURTH of the Company Charter (the
“Reverse Stock Split Amendment”) to effect a reverse stock split of
Oblong’s issued and outstanding shares of Common Stock by a ratio
of 1-for-5, 1-for-10, or 1-for-15 (the “Reverse Stock Split”), with
the final ratio to be selected by Oblong’s Board of Directors. A
vote “FOR”
Proposal No. 3 will constitute approval of the Reverse Stock Split
Amendment and will grant Oblong’s Board of Directors the authority
to determine whether to implement the Reverse Stock Split and to
select the Reverse Stock Split ratio out of the range approved by
the Company’s stockholders. The Board expects to authorize the
consummation of the Reverse Stock Split only if and to the extent
necessary to meet the listing requirements of the Nasdaq Capital
Market, as further discussed under “--Purpose” below. Upon the
effectiveness of the Reverse Stock Split (the “split effective
time”), the issued and outstanding shares of Oblong’s Common Stock
immediately prior to the split effective time will be reclassified
into a smaller number of shares based on the Reverse Stock Split
ratio selected by the Board.
The Reverse Stock Split, as more fully described below, will not
change the number of authorized shares of Common Stock or preferred
stock, or the par value of Common Stock or preferred
stock.
The description in this Proxy Statement of the proposed Reverse
Stock Split Amendment is qualified in its entirety by reference to,
and should be read in conjunction with, the full text of the Form
of Amendment to the Company Charter attached to this Proxy
Statement as Appendix A.
Purpose
The purpose of the Reverse Stock Split is generally to increase the
per share trading value of the Common Stock in order to regain
compliance with the Bid Price Rule as described below. As
previously reported, on February 17, 2022, Oblong received written
notice (the "Notice")
from the Nasdaq Stock Market, LLC indicating that the bid price for
the Common Stock, for the last 30 consecutive business days, had
closed below the minimum $1.00 per share and, as a result, the
Company is not in compliance with the $1.00 minimum bid price
requirement for the continued listing on the Nasdaq Capital Market,
as set forth in Nasdaq Listing Rule 5550(a)(2) (the
"Bid
Price Rule").
On August 17, 2022,
the Company received written notification from the Listing
Qualifications Department of Nasdaq, granting the Company's request
for a 180-day extension to regain compliance with the Bid Price
Rule. The Company now has until February 13, 2023 to meet the
requirement. If at any time prior to February 13, 2023, the bid
price of the Company's ordinary shares closes at $1.00 per share or
more for a minimum of 10 consecutive business days, the Company
will regain compliance with the Bid Price Rule.
If the Company does not regain compliance with the Bid Price Rule
during the additional 180-day extension, Nasdaq will provide
written notification to the Company that its Common Stock will be
delisted. At that time, the Company may appeal the relevant
delisting determination to a hearings panel pursuant to the
procedures set forth in the applicable Nasdaq Listing Rules.
However, there can be no assurance that, if the Company does appeal
the delisting determination by Nasdaq to the hearings panel, that
such appeal would be successful. Nasdaq's extension notice has no
immediate effect on the listing or
trading of the Company's Common Stock, which will continue to trade
on the Nasdaq Capital Market under the symbol “OBLG”.
Principal Effects of the Reverse Stock Split
Effect on Proportionate Ownership.
The Reverse Stock Split will be effected simultaneously for all
outstanding shares of Common
Stock. The Reverse Stock Split will affect all of Oblong’s
stockholders uniformly and will not affect any stockholder’s
percentage ownership interest in Oblong, except to the extent that
the Reverse Stock Split results in any of Oblong’s stockholders
owning a fractional share, since any resulting fractional share
will be rounded up to a whole share. Shares of Oblong’s Common
Stock issued pursuant to the Reverse Stock Split will remain fully
paid and nonassessable. The Reverse Stock Split will not affect
Oblong continuing to be subject to the periodic reporting
requirements of the Exchange Act.
Effect on Outstanding Options, Stock Option and Equity Incentive
Plans and Warrants.
In addition, proportionate adjustments will be
made to the per share exercise price and/or the number of shares
issuable upon the exercise or conversion of all outstanding
options, warrants and other convertible or exchangeable securities
entitling the holders thereof to purchase, exchange for, or convert
into, shares of Common Stock, which will result in approximately
the same aggregate price being required to be paid for such options
and restricted stock awards and units upon exercise immediately
preceding the Reverse Stock Split. The number of shares reserved
for issuance or pursuant to the securities or plans described in
the immediately preceding sentence will be reduced
proportionately.
Effect on Voting Rights.
Proportionate voting rights of the holders of the Company’s common
stock will
not be affected by the reverse stock split, regardless of the
reverse stock split ratio selected by the Board, except to the
extent that the reverse stock split results in any of the Company’s
stockholders owning a fractional share, since any resulting
fractional share will be rounded up to a whole share. For example,
a holder of 1.0% of the voting power of the outstanding shares of
the Company’s common stock immediately prior to the effective time
of the reverse stock split would continue to hold 1.0% of the
voting power of the outstanding shares of common stock after the
reverse stock split, regardless of the reverse stock split ratio
selected by the Board, subject to the de minimis effect of any
fractional share being rounded up to a whole share.
Assuming Reverse Stock Split ratios of 1-for-5, 1-for-10, and
1-for-15, the following table sets forth (i) the number of shares
of our Common Stock that would be issued and outstanding and (ii)
the number of shares of our Common Stock that would be reserved for
issuance pursuant to outstanding warrants, options, and restricted
stock units and under our equity incentive plan, each giving effect
to the Reverse Stock Split and based on securities outstanding as
of November 17, 2022.
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Number of Shares Before Reverse Stock Split |
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Reverse Stock Split Ratio of 1-for-5 |
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Reverse Stock Split Ratio of 1-for-10 |
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Reverse Stock Split Ratio of 1-for-15 |
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Number of Shares of Common Stock Issued and Outstanding |
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30,816,048 |
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6,163,210 |
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3,081,605 |
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2,054,404 |
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Number of Shares of Common Stock Reserved for Issuance |
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5,425,404 |
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1,085,081 |
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542,541 |
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361,694 |
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If this Proposal No. 3 is approved and our Board of Directors
elects to effect the Reverse Stock Split, the number of outstanding
shares of Common Stock will be reduced in proportion to the ratio
of the split chosen by our Board of Directors.
Additionally, if this Proposal No. 3 is approved and our Board of
Directors elects to effect the Reverse Stock Split, we would
communicate to the public, prior to the effective date of the stock
split, additional details regarding the reverse split, including
the specific ratio selected by our Board of Directors.
After the split effective time, the Common Stock will have a new
CUSIP number, which is a number used to identify the Company’s
equity securities, and stock certificates with the older CUSIP
number will need to be exchanged for stock certificates with the
new CUSIP number by following the procedures described
below.
After the split effective time, the Company will continue to be
subject to periodic reporting and other requirements of the
Exchange Act. The Common Stock will continue to be listed on the
Nasdaq Capital Market under the symbol “OBLG”.
Our directors and executive officers have no substantial interests,
directly or indirectly, in the matters set forth in this Proposal
No. 3, except to the extent of their ownership in shares of our
Common Stock and securities convertible or exercisable for Common
Stock.
Certain Risks Associated with the Reverse Stock Split
If the Reverse Stock Split is effected and the market price of the
Common Stock declines, the percentage decline may be greater than
would occur in the absence of a Reverse Stock Split. We expect that
the market price of the Common Stock will, however, also be based
on performance and other factors, which are unrelated to the number
of shares outstanding.
•There
can be no assurance that the Reverse Stock Split will result in any
particular price for the Common Stock. As a result, the trading
liquidity of the Common Stock may not necessarily
improve.
•There
can be no assurance that the market price per share of the Common
Stock after a Reverse Stock Split will increase in proportion to
the reduction in the number of shares of the Common Stock
outstanding before the Reverse Stock Split. Accordingly, the total
market capitalization of the Common Stock after the Reverse Stock
Split may be lower than the total market
capitalization before the Reverse Stock Split. Moreover, in the
future, the market price of the Common Stock following the Reverse
Stock Split may not exceed or remain higher than the market price
prior to the Reverse Stock Split.
•Because
the number of issued and outstanding shares of Common Stock would
decrease as result of the Reverse Stock Split, the number of
authorized but unissued shares of Common Stock will increase on a
relative basis. If the Company issues additional shares of Common
Stock, then the ownership interest of the Company’s current
stockholders would be diluted, possibly substantially.
•There
are certain agreements, plans and proposals that may have material
anti-takeover consequences. The proportion of unissued authorized
shares to issued shares could, under certain circumstances, have an
anti-takeover effect. For example, the issuance of a large block of
Common Stock could dilute the stock ownership of a person seeking
to effect a change in the composition of the Board or contemplating
a tender offer or other transaction for the combination of the
Company with another company.
•The
Reverse Stock Split may result in some stockholders owning “odd
lots” of less than 100 shares of Common Stock. Odd lot shares may
be more difficult to sell, and brokerage commissions and other
costs of transactions in odd lots are generally somewhat higher
than the costs of transactions in “round lots” of even multiples of
100 shares.
The Board intends to effect the Reverse Stock Split only if it
believes that a decrease in the number of shares is likely to
improve the trading price of the Common Stock to the extent
necessary to meet the listing requirements of the Nasdaq Capital
Market and if the implementation of the Reverse Stock Split is
determined by the Board to be in the best interests of the Company
and its stockholders. The Board does not expect to implement a
Reverse Stock Split if Oblong can otherwise meet the listing
requirements of the Nasdaq Capital Market.
Procedure for Effecting the Reverse Stock Split and Exchange of
Stock Certificates
If Oblong’s stockholders approve the Reverse Stock Split, and
implementing the Reverse Stock Split is necessary to meet the
listing requirements of the Nasdaq Capital Market and if its Board
of Directors still believes that a Reverse Stock Split is in the
best interests of Oblong, the Oblong Board of Directors will
determine and fix the Reverse Stock Split ratio out of the range
approved by Oblong’s stockholders and the split effective time.
Oblong’s Board of Directors may delay effecting, or choose not to
pursue, the Reverse Stock Split in its discretion without
resoliciting stockholder approval.
Beneficial Owners of Book Entry Shares of Common
Stock.
Upon the implementation of the Reverse Stock Split, we intend to
treat shares held by stockholders in “street name” (i.e., through a
bank, broker, custodian or other nominee), in the same manner as
registered stockholders whose shares are registered in their names.
Banks, brokers, custodians or other nominees will be instructed to
effect the Reverse Stock Split for their beneficial holders holding
our Common Stock in street name. However, these banks, brokers,
custodians or other nominees may have different procedures than
registered stockholders for processing the Reverse Stock Split and
making payment for fractional shares. If a stockholder holds shares
of our Common Stock with a bank, broker, custodian or other nominee
and has any questions in this regard, stockholders are encouraged
to contact their bank, broker, custodian or other
nominee.
Registered Holders of Book Entry Shares of Common
Stock.
Certain of our registered holders of Common Stock hold some or all
of
their shares electronically in book-entry form with our transfer
agent, American Stock Transfer & Trust Company, LLC. These
stockholders do not hold physical stock certificates evidencing
their ownership of our Common Stock. However, they are provided
with a statement reflecting the number of shares of our Common
Stock registered in their accounts. If a stockholder holds
registered shares in book-entry form with our transfer agent, no
action needs to be taken to receive post-Reverse Stock Split
shares. If a stockholder is entitled to post-Reverse Stock Split
shares, a transaction statement will automatically be sent to the
stockholder’s address of record indicating the number of shares of
our Common Stock held following the Reverse Stock
Split.
Registered Holders of Certificated Shares of Common
Stock.
Stockholders of record at the time of the Reverse Stock Split who
hold
shares of Common Stock in certificated form will be sent a
transmittal letter by the Company’s transfer agent, American Stock
Transfer & Trust Company, LLC, after the split effective time
that will contain the necessary materials and instructions on how a
stockholder should surrender his, her or its certificates, if any,
representing shares of our Common Stock to the transfer
agent.
Fractional Shares
No fractional shares will be issued in connection with the Reverse
Stock Split. Stockholders of record who otherwise would be entitled
to receive fractional shares because they hold a number of
pre-split shares not evenly divisible by the number of pre-split
shares for which each post-split share is to be reclassified, will
be entitled, upon surrender to the transfer agent of certificates
representing such shares, to be issued such additional fraction of
a share as is necessary to increase the fractional share to a full
share.
No Appraisal Rights
Under the Delaware General Corporation Law, stockholders are not
entitled to appraisal rights with respect to the Reverse Stock
Split, and the Company will not independently provide stockholders
with any such right.
Accounting Matters
The Reverse Stock Split will not affect the par value of a share of
the Common Stock. As a result, as of the split effective time, the
stated capital attributable to Common Stock on the Company’s
balance sheet will be reduced proportionately based on the Reverse
Stock Split ratio (including a retroactive adjustment of prior
periods), and the additional paid-in capital account will be
credited with the amount by which the stated capital is reduced.
Reported per share net income or loss will be higher because there
will be fewer shares of Common Stock outstanding.
Potential Anti-Takeover Effect
Although the increased proportion of unissued authorized shares to
issued shares could, under certain circumstances, have an
anti-takeover effect, for example, by permitting issuances that
would dilute the stock ownership of a person seeking to effect a
change in the composition of Oblong’s Board of Directors or
contemplating a tender offer or other transaction for the
combination of Oblong with another company, the Reverse Stock Split
proposal is not being proposed in response to any effort of which
Oblong is aware to accumulate shares of Oblong’s Common Stock or
obtain control of Oblong, nor is it
part of a plan by management to recommend a series of similar
amendments to Oblong’s Board of Directors and stockholders. Other
than the proposals being submitted to Oblong’s stockholders for
their consideration at the Annual Meeting, Oblong’s Board of
Directors does not currently contemplate recommending the adoption
of any other actions that could be construed to affect the ability
of third parties to take over or change control of
Oblong.
Material U.S. Federal Income Tax Consequences of the Reverse Stock
Split
The following is a summary of certain U.S. federal income tax
consequences of the Reverse Stock Split to U.S. holders of Oblong’s
Common Stock. For purposes of this discussion, the term “U.S.
holder” means a beneficial owner of common shares that is for U.S.
federal income tax purposes (i) an individual citizen or resident
of the United States, (ii) a corporation, or entity treated as a
corporation for U.S. federal income tax purposes, organized in or
under the laws of the United States or any state thereof or the
District of Columbia, (iii) a trust if (a) a court within the
United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons have the
authority to control all substantial decisions of the trust or (b)
such trust has made a valid election to be treated as a U.S. person
for U.S. federal income tax purposes or (iv) an estate, the income
of which is includible in gross income for U.S. federal income tax
purposes regardless of its source. The following summary is based
upon the provisions of the U.S. Internal revenue Code of 1986, as
amended (the "Code"), the U.S. Department of the Treasury
regulations promulgated thereunder (the "Regulations") and judicial
and administrative authorities, rulings and decisions, all as in
effect as of the date of this proxy statement. These authorities
may change, possibly with retroactive effect, and any such change
could affect the accuracy of the statements and conclusions set
forth in this summary. This summary is not a complete description
of all of the tax consequences of the Reverse Stock Split and, in
particular, does not address any tax consequences arising under the
laws of any U.S. state, local or non-U.S. jurisdiction, or under
any U.S. federal laws other than those pertaining to the income
tax.
The following discussion applies only to U.S. holders of Oblong's
Common Stock who hold such shares as a capital asset within the
meaning of Section 1221 of the Code (generally, property held for
investment). Further, this discussion does not purport to consider
all aspects of U.S. federal income taxation that might be relevant
to U.S. holders in light of their particular circumstances and does
not apply to U.S. holders subject to special treatment under the
U.S. federal income tax laws (such as, for example, dealers or
brokers in securities, commodities or foreign currencies; traders
in securities that elect to apply a mark-to-market method of
accounting; banks and certain other financial institutions;
insurance companies; mutual funds; tax-exempt organizations;
holders subject to the alternative minimum tax provisions of the
Code; partnerships, S corporations or other pass-through entities,
regulated investment companies, real estate investment trusts,
controlled foreign corporations, passive foreign investment
companies, or investors in any of the foregoing; holders whose
functional currency is not the U.S. dollar; holders of Oblong
equity awards, including Oblong restricted stock, options, stock
appreciation rights, and other forms of compensation; holders who
hold Oblong's Common Stock as part of a hedge, straddle,
constructive sale or conversion transaction or other integrated
investment; holders who acquire Oblong's Common Stock pursuant to
the exercise of employee stock options, through a tax qualified
retirement plan or otherwise as compensation; and holders who
actually or constructively own more than 5% of the Oblong's Common
Stock).
If an entity or arrangement treated as a partnership for U.S.
federal income tax purposes holds Oblong's Common Stock, the tax
treatment of a partner in such partnership generally will depend on
the status of the partner and the activities of the partnership.
Any entity treated as a partnership for U.S. federal income tax
purposes that holds Oblong's Common Stock, and any partners in such
partnership,
should consult their own independent tax advisors regarding the tax
consequences of the Reverse Stock Split to them under their
specific circumstances. Determining the actual tax consequences of
the Reverse Stock Split to you may be complex and will depend on
your specific situation and on factors that are not within the
parties’ control. You should consult your own independent tax
advisor as to the specific tax consequences of the Reverse Stock
Split in your particular circumstances, including the applicability
and effect of the alternative minimum tax and any U.S. state,
local, non-U.S. and other tax laws and of changes in those
laws.
Consequences of the Reverse Stock Split Generally to U.S. Holders
of Oblong Shares
The Reverse Stock Split should constitute a “recapitalization” for
U.S. federal income tax purposes. Accordingly, a U.S. holder
generally should not recognize gain or loss upon the Reverse Stock
Split, except for those U.S. holders that receive a whole share of
Oblong’s Common Stock in lieu of a fractional share, as discussed
below. A U.S. holder’s aggregate tax basis in the shares of
Oblong’s Common Stock received pursuant to the Reverse Stock Split
should equal the aggregate tax basis of the shares of Oblong’s
Common Stock surrendered (increased by any income or gain
recognized on receipt of a whole share in lieu of a fractional
share), and such U.S. holder’s holding period in the shares of
Oblong’s Common Stock received should include the holding period in
the shares of Oblong’s Common Stock surrendered. The Regulations
provide detailed rules for allocating the tax basis and holding
period of the shares of Oblong’s Common Stock surrendered to the
shares of Oblong’s Common Stock received pursuant to the Reverse
Stock Split. U.S. holders of shares of Oblong’s Common Stock
acquired on different dates and at different prices should consult
their tax advisors regarding the allocation of the tax basis and
holding period of such shares.
The treatment of fractional shares of Oblong’s Common Stock being
rounded up to the next whole share is uncertain, and a U.S. holder
that receives a whole share of Oblong’s Common Stock in lieu of a
fractional share of Oblong’s Common Stock may recognize income,
which may be characterized as either capital gain or as a dividend
to the extent of the portion of our accumulated earnings and
profits attributable to the rounded share, in an amount not to
exceed the excess of the fair market value of such whole share over
the fair market value of the fractional share to which the U.S.
holder was otherwise entitled. U.S. holders should consult their
tax advisors regarding the U.S. federal income tax and other tax
consequences of receiving a whole share in lieu of a fractional
share.
Vote Required For Approval
To be approved by the stockholders, this item must receive the
“FOR” vote of a majority of the total number of votes of our
capital stock represented in person or by proxy and entitled to
vote at the Annual Meeting, voting as a single class. You may vote
“FOR,” “AGAINST” or “ABSTAIN” on this proposal. To be approved, the
shares voted “FOR” this proposal must exceed the number voted
“AGAINST” this proposal. A properly executed proxy marked “ABSTAIN”
will not be voted, although it will be counted as present and
entitled to vote for purposes of the proposal. Accordingly, an
abstention will have the effect of a vote against the proposal. On
this proposal, brokers will not have discretionary authority to
vote in the absence of timely instructions from their customers.
Broker non-votes will have no effect on this proposal, because they
are not "entitled to vote" on this matter.
Board Recommendation
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR”
PROPOSAL NO. 3, TO AMEND THE COMPANY CHARTER TO EFFECT A
REVERSE
STOCK SPLIT OF THE COMPANY’S ISSUED AND OUTSTANDING SHARES OF
COMMON STOCK BY A RATIO OF 1-FOR-5, 1-FOR-10, OR
1-FOR-15.
PROPOSAL NO. 4
ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010, or the Dodd-Frank Act, enables stockholders to approve, on an
advisory or non-binding basis, the compensation of our named
executive officers as disclosed pursuant to Section 14A of the
Exchange Act. This proposal, commonly known as a “Say-on-Pay”
proposal, gives our stockholders the opportunity to express their
views on our named executive officers’ compensation as a whole.
This vote is not intended to address any specific item of
compensation or any specific named executive officer, but rather
the overall compensation of all of our named executive officers and
the philosophy, policies and practices described in this Proxy
Statement.
The Say-on-Pay vote is advisory, and therefore is not binding on
us, the compensation committee or our Board of Directors. The
Say-on-Pay vote will, however, provide information to us regarding
investor sentiment about our executive compensation philosophy,
policies and practices, which the compensation committee will be
able to consider when determining executive compensation for the
remainder of the current fiscal year and beyond. Our Board of
Directors and our compensation committee value the opinions of our
stockholders and to the extent there is any significant vote
against the named executive officer compensation as disclosed in
this Proxy Statement, we will endeavor to communicate with
stockholders to better understand the concerns that influenced the
vote, consider our stockholders’ concerns and the compensation
committee will evaluate whether any actions are necessary to
address those concerns.
The Company last held a “say-on-frequency” vote in 2019, at which
point our stockholders voted for, and the Board determined to hold,
say-on-pay votes every three years. The next say-on-pay vote will
be held in 2025. The next say-on-frequency vote will also be held
in 2025.
We believe that the information provided in the “Executive
Compensation” section of this Proxy Statement demonstrates that our
executive compensation program was designed appropriately and is
working to ensure management’s interests are aligned with our
stockholders’ interests to support long-term value creation.
Accordingly, we ask our stockholders to vote “FOR” the following
resolution at the Annual Meeting:
“RESOLVED, that the stockholders approve, on an advisory basis, the
compensation paid to the named executive officers, as disclosed in
the Proxy Statement for the 2022 Annual Meeting pursuant to the
compensation disclosure rules of the SEC, including the
compensation tables and narrative discussion, and other related
disclosure.”
Vote Required For Approval
To be approved by the stockholders, this item must receive the
“FOR” vote of a majority of the total number of votes of our
capital stock represented in person or by proxy and entitled to
vote at the Annual Meeting, voting as a single class. You may vote
“FOR,” “AGAINST” or “ABSTAIN” on this proposal. To be approved, the
shares voted “FOR” this proposal must exceed the number voted
“AGAINST” this proposal. A properly executed proxy marked “ABSTAIN”
will not be voted, although it will be counted as present and
entitled to vote for purposes of the proposal. Accordingly, an
abstention will have the effect of a vote against the proposal. On
this proposal, brokers will not have discretionary
authority to vote in the absence of timely instructions from their
customers. Broker non-votes will have no effect on the proposal
because they are not “entitled to vote” on the matter.
Board Recommendation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL, ON AN
ADVISORY BASIS, OF THE EXECUTIVE COMPENSATION AS DESCRIBED IN THIS
PROXY STATEMENT.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of our capital stock as of November 17, 2022 by each
of the following:
•each
person (or group within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”))
known by us to own beneficially more than 5% of any class of our
voting securities;
•the
named executive officers set forth in the Summary Compensation
Table under “Executive Compensation” below;
•each
of our directors serving during 2022 and director nominees;
and
•all
of our current directors and executive officers as a
group.
The amounts and percentages in the table below are based on
30,816,048 shares of Common Stock issued and outstanding as of
November 17, 2022.
As used in this table, “beneficial ownership” means the sole or
shared power to vote or direct the voting or to dispose or direct
the disposition of any security. A person is considered the
beneficial owner of securities that can be acquired within 60 days
of such date through the exercise or conversion of any option,
warrant or other derivative security. Shares of Common Stock
subject to options, restricted stock units (“RSUs”), warrants or
other derivative securities which are currently exercisable or
convertible or are exercisable or convertible within such 60 days
are considered outstanding for computing the ownership percentage
of the person holding such options, RSUs, warrants or other
derivative security, but are not considered outstanding for
computing the ownership percentage of any other
person.
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Common Stock
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Name and Address of Beneficial Owners (1)
|
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Amount and Nature of Beneficial Ownership (2)
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|
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Percent of Class
|
Named Executive Officers and Directors:
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|
|
|
|
|
|
Peter Holst
|
|
413,491 |
|
|
(3) |
|
1.3 |
|
%
|
David Clark
|
|
58,933 |
|
|
(4) |
|
0.2 |
|
%
|
Pete Hawkes |
|
— |
|
|
|
|
--- |
% |
Jason Adelman
|
|
646,000 |
|
|
(5) |
|
2.1 |
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%
|
James Lusk
|
|
93,406 |
|
|
(6) |
|
0.3 |
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%
|
Matthew Blumberg
|
|
— |
|
|
(7) |
|
---
|
%
|
Deborah Meredith
|
|
— |
|
|
(8) |
|
---
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%
|
All current directors, director nominees and executive officers as
a group
(6 persons)
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1,211,830 |
|
|
|
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3.9 |
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% |
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Greater than 5% Owners:
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Foundry Group 700 Front St., Suite 104, Louisville, CO
80027
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7,839,509 |
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(9) |
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25.4 |
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%
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Stepstone Group LP
4225 Executive Square, Suite 1600
La Jolla, CA 90237
|
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3,692,661 |
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(10) |
|
12.0 |
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%
|
Morgan Stanley Funds 100 Front Street West Conshohocken, PA
19428 |
|
2,552,739 |
|
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(11) |
|
8.3 |
|
% |
—
_________________________
(1) Unless otherwise noted, the address of
each person listed is c/o Oblong, Inc., 25587 Conifer Road, Suite
105-231, Conifer, Colorado 80433.
(2) Unless otherwise indicated by footnote,
the named persons have sole voting and investment power with
respect to the shares of Common Stock beneficially owned by
them.
(3) Includes 325,991 shares of Common Stock
and 87,500 shares of Common Stock subject to stock options
presently exercisable.
(4) Includes 48,933 shares of Common Stock
and 10,000 shares of Common Stock subject to stock options
presently exercisable.
(5) Based on ownership information from the
Form 4 filed by Mr. Adelman with the SEC on August 20, 2021. Mr.
Adelman beneficially owns 646,000 shares of Common Stock, of which
569,500 shares are held directly by Mr. Adelman and 76,500 shares
are held in a retirement plan.
(6) Based on ownership information from the
Form 4 filed by Mr. Lusk with the SEC on August 20, 2021. Includes
54,502 shares of Common Stock, 10,000 shares of Common Stock
subject to stock options presently exercisable, and 28,904 shares
of Common Stock issuable from vested RSUs (for which the shares of
Common Stock have not yet been delivered in accordance with the
terms of these RSUs).
(7) Based on ownership information from the
Form 3 filed by Mr. Blumberg with the SEC on August 25,
2021.
(8) Based on ownership information from the
Form 3 filed by Ms. Meredith with the SEC on August 25,
2021.
(9) Based on ownership information from an
amendment to Schedule 13D filed on February 22, 2021.
(10) Based on ownership information from an
amendment to Schedule 13G/A filed on February 11,
2022.
(11) Based on records from the Company's
transfer agent as of the date of this Proxy Statement.
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires executive officers
and directors and persons who beneficially own more than 10% of a
registered class of our equity securities to file reports of
ownership
and changes in ownership with the SEC. Executive officers,
directors and greater than 10% stockholders are required by
regulations of the SEC to furnish us with copies of all
Section 16(a) reports they file.
Based solely on our review of the copies of reports we received, or
written representations that no such reports were required for
those persons, we believe that, for the year ended
December 31, 2021, all statements of beneficial ownership
required to be filed with the SEC were filed on a timely
basis.
EXECUTIVE OFFICERS
The following table sets forth certain information regarding our
current executive officers.
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Name
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Age
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Position
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Peter Holst |
|
53 |
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Director, President, and Chief Executive Officer |
David Clark |
|
53 |
|
Chief Financial Officer, Treasurer, and Corporate
Secretary |
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Biographies
Peter Holst, Director, President, and Chief Executive
Officer.
See “Proposal No. 1 - Election of Directors — Nominee Biographies”
above for Mr. Holst’s biography.
David Clark, Chief Financial Officer, Treasurer, and Corporate
Secretary.
Mr. Clark joined the Company in March 2013 as Chief Financial
Officer. Mr. Clark has more than 30 years of experience in finance
and accounting. Prior to joining the Company, Mr. Clark served as
Vice President of Finance, Treasurer and acting Chief Financial
Officer for Allos Therapeutics, a publicly traded biopharmaceutical
company, and as Chief Financial Officer of Seurat Company (formerly
XOR, Inc.), an e-commerce managed services company. Mr. Clark
started his career and spent seven years in the audit practice of
PricewaterhouseCoopers LLP. Mr. Clark is an active Certified Public
Accountant and received a Master of Accountancy and a B.S. in
Accounting from the University of Denver.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth for the years ended
December 31, 2021 and 2020 the compensation awarded to, paid
to, or earned by: Peter Holst, Director, President, and Chief
Executive Officer; David Clark, CFO, Treasurer, and Corporate
Secretary; and Pete Hawkes, former SVP, Design, Product, and
Engineering (the “named executive officers”), as
follows:
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Name
and Principal Positions |
Year |
Salary (1) ($) |
Bonus ($) |
Stock Awards (2) ($) |
All Other (3) ($) |
Total ($) |
Peter Holst |
2021 |
246,340 |
|
|
200,000 |
|
|
— |
|
|
8,693 |
|
|
455,033 |
|
|
Director, President, and Chief Executive Officer |
2020 |
199,875 |
|
|
210,000 |
|
|
— |
|
|
8,550 |
|
|
418,425 |
|
|
David Clark |
2021 |
242,164 |
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|
100,000 |
|
|
— |
|
|
8,688 |
|
|
350,852 |
|
|
Chief Financial Officer, Treasurer, and Corporate
Secretary |
2020 |
225,133 |
|
|
118,125 |
|
|
— |
|
|
8,550 |
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351,808 |
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Pete Hawkes (4) |
2021 |
200,000 |
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|
— |
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372,000 |
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5,769 |
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577,769 |
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|
Former Senior Vice President, Design, Product, and
Engineering |
2020 |
180,304 |
|
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— |
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|
— |
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|
— |
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180,304 |
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(1) Effective July 1, 2021, the annual salaries for Mr. Holst and
Mr. Clark were increased to $295,000 and $260,000, respectively.
Effective June 29, 2020, Mr. Hawkes annual salary is
$200,000. |
|
(2) These amounts represent the aggregate grant date fair value for
awards of stock options for 2021, computed in accordance with FASB
ASC Topic 718. |
|
(3) Represents matching contributions under the Company’s 401(k)
Plan for Mr. Holst of $8,693 for 2021 and $8,550 for 2020; for Mr.
Clark of $8,688 for 2021 and $8,550 for 2020; and $5,769 for Mr.
Hawkes for 2021. |
|
(4) On March 4, 2022, Pete Hawkes was terminated as Senior Vice
President of Product, Design, and Engineering due to the
elimination of his position with the Company. In connections with
Mr. Hawkes' departure, the Company and Mr. Hawkes entered into a
separation agreement which included a customary release of claims
and provides for a separation payment of $47,639 |
|
Outstanding Equity Awards at 2021 Fiscal Year-End
The table set forth below presents the number and values of stock
option awards held by the named executive officers at
December 31, 2021:
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Option Awards |
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|
Name |
Grant Date |
Number of Securities Underlying Unexercised Options
(#)(1)(2) |
|
Option Exercise Price ($) |
|
Option Expiration Date |
|
|
|
|
|
Peter Holst |
1/13/2013 |
87,500 |
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|
19.80 |
|
1/13/2023 |
|
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|
David Clark |
3/25/2013 |
10,000 |
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|
15.10 |
|
3/25/2023 |
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|
Pete Hawkes |
6/28/2021 |
150,000 |
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|
3.25 |
|
6/28/2031 |
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|
(1) All stock option awards held by Messers Holst and Clark were
fully vested and exercisable as of December 31, 2021. |
(2) At December 31, 2021, Mr. Hawkes held 150,000 stock options,
which were subject to vesting over a three-year period; 1/3 on June
28, 2022, 1/3 on June 28, 2023, and 1/3 on June 28, 2024. On March
4, 2022, Mr. Hawkes was terminated and his stock options were
forfeited. |
|
401(k) Plan
The Company maintains a tax-qualified 401(k) plan on behalf of its
eligible employees, including its named executive officers.
Pursuant to the terms of the plan, for fiscal years 2021 and 2020
eligible employees may defer up to 80% of their salary each year,
and the Company matched 50% of an
employee’s contributions on the first 6% of the employee’s salary.
This matching contribution vests over four years.
Agreements with Named Executive Officers
We have entered into employment agreements with certain of our
named executive officers, excluding Mr. Hawkes. All named executive
officers, whether or not subject to an employment agreement, are
“at will” employees of the Company.
Peter Holst Employment Agreement.
On January 13, 2013, the Board appointed Peter Holst as the
Company’s President and Chief Executive Officer, and as a member of
the Board. In connection with his appointment, the Company entered
into an employment agreement with Mr. Holst, which was subsequently
amended and restated as of January 28, 2016 and as of July 19, 2019
(as amended and restated, the “Holst Employment Agreement”).
Pursuant to the Holst Employment Agreement, Mr. Holst received an
annual base salary of $199,875 for 2019 and 2020 and is eligible to
receive an annual incentive bonus equal to 100% of his base salary,
at the discretion of the compensation committee of the Board based
on meeting certain financial and non-financial goals. Effective
July 1, 2021, Mr. Holst's annual base salary was increased to
$295,000.
Under the terms of the Holst Employment Agreement, if Mr. Holst’s
employment is terminated outside of a “change in control” (as
defined in the Holst Employment Agreement) (i) by the Company
without “cause” or by Mr. Holst for “good reason” (as such terms
are defined therein) or (ii) as a result of the expiration of the
term of the Holst Employment Agreement caused by the Company's
election not to renew such agreement, then he will be entitled to
receive the following payments and benefits, subject to his
execution and non-revocation of an effective general release of
claims in favor of the Company:
•12
months’ base salary, payable in equal monthly installments in
accordance with the Company’s normal payroll
practices;
•100%
of his maximum annual target bonus payable for the calendar year in
which such termination occurs;
•100%
accelerated vesting of Mr. Holst’s then-unvested shares of
restricted stock and RSUs; and
•payment
(or reimbursement) of the COBRA premiums for continuation of
coverage for Mr. Holst and his eligible dependents under the
Company’s then existing medical, dental and prescription insurance
plans for a period of 12 months.
In addition to the above payments and benefits, in the event that
Mr. Holst’s employment is terminated during the 18-month period
following a “change in control” (i) by the Company without “cause”
or by Mr. Holst for “good reason” or (ii) as a result of the
expiration of the term of the Holst Employment Agreement caused by
the Company’s election not to renew such agreement, then he will be
entitled to receive the following payments and benefits, subject to
his execution and non-revocation of an effective general release of
claims in favor of the Company:
•24
months’ base salary, payable in equal monthly installments in
accordance with the Company’s normal payroll
practices;
•100%
of his maximum annual target bonus payable for the calendar year in
which such termination occurs;
•a
pro-rated portion of his maximum annual target bonus for the
calendar year in which the effective date of the termination
occurs;
•80%
accelerated vesting of Mr. Holst’s then-unvested shares of
restricted stock and RSUs; and
•payment
(or reimbursement) of the COBRA premiums for continuation of
coverage for Mr. Holst and his eligible dependents under the
Company’s then existing medical, dental and prescription insurance
plans for a period of 12 months.
In consideration of the payments and benefits under the Holst
Employment Agreement, Mr. Holst is restricted from engaging in
competitive activities for 12 months after the termination of his
employment, as well as prohibited from soliciting the Company’s
clients and employees and from disclosing the Company’s
confidential information.
The Holst Employment Agreement contains a “best after-tax benefit”
provision, which provides that, to the extent that any amounts
payable under the Holst Employment Agreement would be subject to
the federal tax levied on certain “excess parachute payments” under
Section 4999 of the Code, the Company will either pay Mr. Holst the
full amount due under the Holst Employment Agreement or,
alternatively, reduce his payments to the extent that no Section
4999 excise tax would be due, whichever provides the highest net
after-tax benefit to Mr. Holst.
David Clark Employment Agreement.
On March 25, 2013, the Company entered into an employment agreement
with David Clark in connection with his appointment as Chief
Financial Officer of the Company, which was subsequently amended
and restated on July 19, 2019 (as amended and restated, the “Clark
Employment Agreement”). Pursuant to the Clark Employment Agreement,
Mr. Clark received an annual base salary of $225,133 for 2019 and
2020 and is eligible to receive an annual incentive bonus equal to
50% of his base salary, at the discretion of the compensation
committee of the Board, based on meeting certain financial and
non-financial goals. Effective July 1, 2021, Mr. Clark's annual
base salary was increased to $260,000.
Under the terms of the Clark Employment Agreement, if Mr. Clark’s
employment is terminated outside of a “change in control” (as
defined in the Clark Employment Agreement) (i) by the Company
without “cause” or by Mr. Clark with or without “good reason” (as
such terms are defined therein) or (ii) as a result of the
expiration of the term of the Clark Employment Agreement caused by
the Company’s election not to renew such agreement, then he will be
entitled to receive the following payments and benefits, subject to
his execution and non-revocation of an effective general release of
claims in favor of the Company:
•Six
months’ base salary, payable in equal monthly installments in
accordance with the Company’s normal payroll
practices;
•50%
of his maximum annual target bonus payable for the calendar year in
which such termination occurs;
•a
pro-rated portion of his maximum annual target bonus for the
calendar year in which the effective date of termination
occurs;
•100%
accelerated vesting of Mr. Clark’s then-unvested shares of
restricted stock and RSUs; and
•payment
(or reimbursement) of the COBRA premiums for continuation of
coverage for Mr. Clark and his eligible dependents under the
Company’s then existing medical, dental and prescription insurance
plans for a period of six months.
In addition to the above payments and benefits, in the event that
Mr. Clark’s employment is terminated during the 18-month period
following a “change in control” by the Company without “cause” or
by Mr. Clark for “good reason,” then he will also be entitled to
receive (i) increased severance equal to 18 months’ base salary,
(ii) 100% of his maximum annual target bonus payable for the
calendar year in which such termination occurs, and (iii) extended
payment (or reimbursement) of the COBRA premiums for 12 months. In
such event, Mr. Clark will be entitled to receive 80% accelerated
vesting of his then-unvested shares of restricted stock and
RSUs.
In consideration of the payments and benefits under the Clark
Employment Agreement, Mr. Clark is restricted from engaging in
competitive activities for six months after the termination of his
employment, as well as prohibited from soliciting the Company’s
clients and employees and from disclosing the Company’s
confidential information.
Pete Hawkes Separation Agreement.
On March 4, 2022, Pete Hawkes was terminated as the Senior Vice
President of Product, Design & Engineering due to the
elimination of his position with the Company. In connection with
Mr. Hawkes' departure, the Company and Mr. Hawkes entered into a
separation agreement, which includes a customary release of claims
and provides for a separation payment of $47,639 (which was paid in
a single lump sum during the year ended December 31, 2022).
Pursuant to the separation agreement, Mr. Hawkes executed a
customary release of claims and proprietary information and
inventions agreement and will remain subject to restrictive
covenants, including covenants related to
non-disparagement.
Potential Payments to Named Executive Officers upon Termination or
Change-in-Control
In accordance with the terms of the 2007 Stock Incentive Plan and
2014 Equity Incentive Plan, upon a Change in Control or Corporate
Transaction, as each such term is defined in such Plans, all shares
of restricted stock, restricted stock units and all unvested
options immediately vest. No Named Executive Officer is entitled to
accelerated vesting in connection with Voluntary Resignation,
retirement, disability or a termination for cause. In accordance
with the terms of the 2019 Equity Incentive Plan, the Company is
given authority to accelerate the timing of the exercise provisions
of awards under such plan in the event of certain change in control
or other corporate transactions.
See “Agreements with Named Executive Officers” above for a
discussion of certain payments the Company could be required to
make upon the termination of a Named Executive
Officer.
DIRECTOR COMPENSATION
The Company’s director compensation plan provides that non-employee
directors are entitled to receive annually: (i) a grant of 2,500
shares of restricted stock or restricted stock units ("RSUs")
(pro-rated as necessary for the period of service from the
director’s date of appointment to the Board of Directors until the
next annual meeting of stockholders); and (ii) a retainer fee of
$20,000. The annual fee is payable in equal quarterly installments
on the first business day following the end of the calendar
quarter, in cash or shares of Restricted Stock, as chosen by the
director, on an annual basis on or before December 31 of the
applicable fiscal year. The annual equity grants to directors are
made as of the date of the annual meeting of the Company’s
stockholders. Grants of Restricted Stock or RSUs vest on the first
anniversary of the grant date or earlier upon the occurrence of
certain termination events or upon a change in control of the
Company. Vested RSUs are settled in shares of Common Stock on a
1-for-1 basis upon the earliest of (i) the tenth anniversary of the
grant date of the RSUs, (ii) a change in control (as defined in the
award agreement) of the Company and (iii) the date of a director’s
separation from service.
The Company also pays the chairman of its Board of Directors an
additional cash payment of $20,000 per year, the chairperson of its
audit committee an additional cash payment of $10,000 per year,
each of the chairpersons of its compensation committee and
nominating committee an additional cash payment of $5,000 per year,
and each non-chair member of any standing committee an additional
cash payment of $3,000 per year, in each case payable in equal
quarterly installments in arrears. In addition, the Company may
establish special committees of the Board from time to time and
provide for additional retainers in connection
therewith.
There are no agreements or arrangements between any director or
director nominee and any person or entity other than the Company
relating to the compensation or other payment in connection with
such person's candidacy or service as director.
The following table represents compensation for the Company’s
non-employee directors during the year ended December 31,
2021. All compensation for Peter Holst, the Company’s Chairman
during the year ended December 31, 2021 is included in the
Summary Compensation Table under “Executive Compensation”
above.
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Name
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Fees Earned or Paid in Cash
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Stock Awards (1)
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Total Fees
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Jason Adelman |
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$ |
33,000 |
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$ |
328,500 |
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$ |
361,500 |
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Matthew Blumberg |
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$ |
10,627 |
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None |
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$ |
10,627 |
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James S. Lusk |
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$ |
36,000 |
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$ |
109,500 |
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$ |
145,500 |
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Deborah Meredith |
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$ |
9,750 |
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None |
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$ |
9,750 |
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(1) These amounts represent the aggregate grant date fair value for
awards of restricted stock units for fiscal year 2021 computed in
accordance with FASB ASC Topic 718. |
As of December 31, 2021, Mr. Lusk has 10,000 outstanding
vested stock options and 627 unvested restricted stock awards. In
addition, as of December 31, 2021, 28,904 vested RSUs issued
to Mr. Lusk remain outstanding due to the deferred payment
provisions set forth in these RSU awards. No other equity awards
are outstanding as of December 31, 2021 for the remaining
non-employee directors.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information concerning our equity
compensation plans as of December 31, 2021.
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Plan Category
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Number of Securities to be Issued Upon Exercise of Outstanding
Stock Options
(a)(1)
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Weighted-Average Exercise Price of Outstanding Stock Options
(b)
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Number of Securities to be Issued Upon Vesting of Outstanding
Restricted Stock Units (*) (c)
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Number of Securities Remaining Available for Future Issuance Under
Equity Compensation Plans (excluding securities reflected in
columns (a) & (c))(1)
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Equity compensation plans approved by security holders
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407,500 |
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$ |
7.57 |
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— |
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2,513,500 |
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___________________
(*) As of December 31, 2021, 28,904 vested RSUs remain
outstanding under the Company’s 2014 Equity Incentive Plan, as
shares of common stock have not yet been delivered for these units
in accordance with the terms of the RSUs.
(1) In March 2022, 150,000 unvested stock options were forfeited
and added back into the pool of securities available for future
issuance.
TRANSACTIONS WITH RELATED PERSONS
Other than compensation arrangements for our directors and named
executive officers, which are described elsewhere in this proxy
statement, there were no transactions since January 1, 2020 to
which we were a party or will be a party, in which:
•the
amounts involved exceeded or will exceed the lesser of (i) $120,000
or (ii) one percent of the average of our total assets at year-end
for the last two completed fiscal years; and
•any
of our directors, executive officers or holders of more than 5% of
our capital stock, or any member of the immediate family of, or
person sharing the household with, the foregoing persons, had or
will have a direct or indirect material interest.
Policy on Future Related Party Transactions
Transactions with related parties, including the transactions
referred to above, are reviewed and approved by independent members
of the Board of Directors of the Company in accordance with the
Company’s written Code of Business Conduct and Ethics.
HEDGING POLICY
We have adopted an Insider Trading Policy that prohibits all of our
directors, officers and employees, as well as any other person
having access or potential access to material information, from
entering into hedging or monetization transactions or similar
arrangements with respect to the Company’s securities, short sales,
and puts, calls or other derivative securities on the Company’s
securities, unless advance approval is obtained from the Company’s
Chief Financial Officer.
CODE OF CONDUCT AND ETHICS
We have adopted a code of conduct and ethics, as amended effective
October 12, 2015, that applies to all of our employees, including
our Chief Executive Officer and Chief Financial Officer. The text
of the code of conduct and ethics (as amended) is posted on our
website at www.oblong.com/company/investor-relations and will be
made available to stockholders without charge, upon request, in
writing to the Corporate Secretary at 25587 Conifer Road, Suite
105-231, Conifer, Colorado 80433. Disclosure regarding any
amendments to, or waivers from, provisions of the code of conduct
and ethics that apply to our principal executive officer, principal
financial officer, principal accounting officer or controller or
person performing similar functions will be included in a Current
Report on Form 8-K within four business days following the date of
the amendment or waiver, unless website posting of such amendments
or waivers is then permitted by the rules of the national
securities exchange on which the Company trades.
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR
Any stockholder who intends to present a proposal for inclusion in
our proxy materials for the Company’s 2023 annual meeting of
stockholders must deliver the proposal to the Corporate Secretary
of Oblong, Inc. at 25587 Conifer Road, Suite 105-231, Conifer,
Colorado 80433, no later than July 31, 2023.
In addition, our bylaws provide that, in order for a stockholder to
timely propose business for consideration at our next annual
meeting of stockholders or nominate a person for election to our
Board of Directors at our next annual meeting of stockholders, the
stockholder must give written notice to our Corporate Secretary at
our principal executive offices between October 1, 2023, which
is 90 days prior to the anniversary of our 2022 annual meeting of
stockholders, and October 31, 2023, which is 60 days prior to
such anniversary. In the event that our next annual meeting of
stockholders is called for a date that is not within 30 days before
or after December 30, 2023, notice by the stockholder in order
to be timely must be received not later than the close of business
on the 10th day following the day on which notice of our next
annual meeting of stockholders is mailed or public disclosure of
our next annual meeting of stockholders is made, whichever occurs
first.
HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS
The SEC previously adopted a rule concerning the delivery of annual
disclosure documents. The rule allows us or brokers holding our
shares on your behalf to send a single set of our annual report and
proxy statement to any household at which two or more of our
stockholders reside, if either we or the brokers believe that the
stockholders are members of the same family. This practice,
referred to as “householding,” benefits both stockholders and us.
It reduces the volume of duplicate information received by you and
helps to reduce our expenses. The rule applies to our annual
reports, proxy statements and information statements. Once
stockholders receive notice from their brokers or from us that
communications to their addresses will be “householded,” the
practice will continue until stockholders are otherwise notified or
until they revoke their consent to the practice. Each stockholder
will continue to receive a separate proxy card or voting
instruction card.
Those stockholders who either (i) do not wish to participate in
“householding” and would like to receive their own sets of our
annual disclosure documents in future years or (ii) who share an
address with another one of our stockholders and who would like to
receive only a single set of our annual disclosure documents should
follow the instructions described below:
•Stockholders
whose shares are registered in their own name should contact our
transfer agent, American Stock Transfer & Trust Company, LLC,
and inform them of their request by calling them at 1-800-937-5449
or writing them at 6201 15th Avenue, 2nd Floor, Brooklyn, NY
11219.
•Stockholders
whose shares are held by a broker or other nominee should contact
such broker or other nominee directly and inform them of their
request. Stockholders should be sure to include their name, the
name of their brokerage firm and their account number.
We will promptly deliver separate copies of our proxy statement and
annual report at the request of any stockholder who is in a
household that participates in the householding of the Company’s
proxy materials. You may call the Corporate Secretary at
303-640-3838 or send your request to the Corporate Secretary at
25587 Conifer Road, Suite 105-231, Conifer, Colorado
80433.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. Our SEC filings are available to
the public through the internet at the SEC’s web site at
www.sec.gov.
We will mail without charge, upon written request, a copy of our
Annual Report on Form 10-K for the year ended December 31,
2021, including the financial statements and list of exhibits, and
any exhibit specifically requested. Requests should be sent
to:
OBLONG, INC.
25587 Conifer Road, Suite 105-231,
Conifer, Colorado 80433
Attention: Corporate Secretary
303-640-3838
OTHER MATTERS
The Board of Directors knows of no other business to be presented
for action at the Annual Meeting. If any matters do come before the
meeting on which action can properly be taken, the persons named in
the enclosed proxy will have the discretion to vote such matters in
accordance with their judgment.
APPENDIX A - FORM OF AMENDMENT TO THE COMPANY CHARTER
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
OBLONG, INC.
Oblong, Inc. (the “Corporation”),
a corporation organized and existing under, and by virtue of, the
General Corporation Law of the State of Delaware (the
“DGCL”),
does hereby certify that:
FIRST: The name of the Corporation is Oblong, Inc.
SECOND: The original Certificate of Incorporation of the
Corporation (the “Certificate
of Incorporation”)
was filed with the Secretary of State of the State of Delaware (the
“Delaware
Secretary”)
on November 4, 1996. The Certificate of Incorporation was amended
by that certain Agreement and Plan of Merger dated as of November
27, 1996, and Certificate of Amendment filed with the Delaware
Secretary on May 18, 2000, and subsequently amended and restated in
its entirety by the Amended and Restated Certificate of
Incorporation filed with the Delaware Secretary on May 18, 2000
(such certificate, the “A&R
Certificate of Incorporation”).
The A&R Certificate of Incorporation was subsequently amended
by the Certificate of Amendment, filed with the Delaware Secretary
on May 18, 2000, Certificate of Amendment, filed with the Delaware
Secretary on June 22, 2001, Certificate of Amendment, filed with
the Delaware Secretary on September 24, 2003, Certificate of
Amendment, filed with the Delaware Secretary on August 22, 2007,
Certificate of Amendment, filed with the Delaware Secretary on June
2, 2009, Certificate of Amendment, filed with the Delaware
Secretary on January 10, 2011, and effective as of January 14,
2011, Certificate of Amendment, filed with the Delaware Secretary
on April 17, 2019, and Certificate of Amendment, filed with the
Delaware Secretary on March 4, 2020, and effective as of March 6,
2020 (the A&R Certificate of Incorporation, as amended to date,
the “Amended
Certificate”).
THIRD: That at a meeting of the Board of Directors of the
Corporation duly called and held on [_____], 2022, resolutions were
duly adopted setting forth a proposed amendment (the
“Amendment”)
of the Amended Certificate, declaring said amendment to be
advisable. The resolution setting forth the proposed amendment is
as follows:
RESOLVED, that the Amended Certificate be amended by changing
Article IV thereof to insert the following language at the end of
such Article:
“Upon the filing and effectiveness (the “Effective
Time”),
pursuant to the Delaware General Corporation Law, of this
Certificate of Amendment to the Certificate of Incorporation of the
Corporation, each [__] ([__]) shares of Common Stock either issued
and outstanding or held by the Corporation in treasury stock
immediately prior to the Effective Time shall, automatically and
without any action on the part of the respective holders thereof,
be combined and converted into one (1) fully paid and nonassessable
share of Common Stock (the “Reverse
Stock Split”).
No fractional shares shall be issued in connection with the Reverse
Stock Split. In lieu of any fractional share of Common Stock to
which a stockholder would otherwise be entitled in connection with
the Reverse Stock Split (taking into consideration all shares of
Common Stock owned by such stockholder), the Corporation will issue
that number of shares of Common Stock resulting from the Reverse
Stock Split as rounded up to the nearest whole share upon the
submission of a transmission letter by a stockholder holding the
shares in book-entry form and, where shares are held in
certificated form, upon the surrender of the stockholder’s Old
Certificates (as defined below). Each certificate that immediately
prior to the Effective Time represented shares of Common Stock
(“Old
Certificates”),
shall thereafter represent that number of shares of Common Stock
into which
the shares of Common Stock represented by the Old Certificate shall
have been combined, subject to the elimination of fractional share
interests as described above.
The par value per share of the Corporation’s capital stock and the
total number of shares of all classes of capital stock that the
Corporation is authorized to issue pursuant to this Article IV
shall, in each case, not be affected by the Reverse Stock
Split.”
No other change to the Certificate of Incorporation is hereby made,
including, without limitation, any other change to Article
IV.
FOURTH: That, pursuant to a majority action by the Corporation’s
Stockholders in accordance with Section 228 of the DGCL, the
holders of the necessary number of shares of the Corporation’s
outstanding capital stock as required by statute approved the
Amendment.
FIFTH: That said Amendment was duly adopted in accordance with the
provisions of Section 242 of the DGCL.
SIXTH: This Certificate of Amendment shall be effective as of
[______] at 5:00 P.M. Eastern Standard Time.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its authorized officer this
[____________].
_________________________________
Name: David Clark
Title: Authorized Officer
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OBLONG, INC.
25587 CONIFER ROAD, SUITE 105-231
CONIFER, COLORADO 80433
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VOTE BY INTERNET -
www.proxyvote.com
Use the internet to transmit your voting instructions and for
electronic delivery of information. Vote by 11:59 p.m. Eastern Time
on December 29, 2022. Have your proxy card in hand when you
access the web site and follow the instructions to obtain your
records and to create an electronic voting instruction
form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in
mailing proxy materials, you can consent to receiving all future
proxy statements, proxy cards and annual reports electronically via
e-mail or the internet. To sign up for electronic delivery, please
follow the instructions above to vote using the internet and, when
prompted, indicate that you agree to receive or access proxy
materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions.
Vote by 11:59 p.m. Eastern Time on December 29, 2022. Have
your proxy card in hand when you call and then follow the
instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Your completed and signed proxy card must be received by
December 29, 2022.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS
FOLLOWS:
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KEEP
THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
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OBLONG,
INC. |
The Board of Directors recommends you vote FOR the
following:
1.Election of Directors
Nominees:
01) Jason Adelman 04) Matthew Blumberg
02) Peter Holst 05) Deborah Meredith
03) James Lusk
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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) you wish
to withhold on the line below.
________________________________________
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The Board of Directors recommends you vote “FOR” Proposal No.
2. |
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For |
Against |
Abstain |
2. Ratification of the appointment of EisnerAmper LLP as the
Company's independent registered public accounting firm for the
fiscal year ending December 31, 2022.
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☐ |
☐ |
☐ |
The Board of Directors recommends you vote “FOR” Proposal No.
3. |
For |
Against |
Abstain |
3. Approval of an amendment to Article FOURTH of the Company's
Amended & Restated Certificate of Incorporation to effect a
reverse stock split of the Company's issued and outstanding shares
of common Stock by a ratio of 1-for-5, 1-for-10, or
1-for-15. |
☐ |
☐ |
☐ |
The Board of Directors recommends you vote “FOR” Proposal No.
4. |
For |
Against |
Abstain |
4. Approve, on an advisory and non-binding basis, executive
compensation as described in this proxy statement. |
☐ |
☐ |
☐ |
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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. |
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Signature [PLEASE SIGN WITHIN BOX] |
Date |
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Signature (Joint Owners) |
Date |
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Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting:
The Proxy Statement and 2021 Annual Report are available at
www.proxyvote.com.
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OBLONG, INC.
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Annual Meeting of Stockholders
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December 30, 2022 9:00 AM MST
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This proxy is solicited by the Board of Directors
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The stockholder(s) hereby appoint(s) Peter Holst and David Clark,
or either of them, as proxies, each with the power to appoint his
substitute, and hereby authorize(s) them to represent and to vote,
as designated on the reverse side of this ballot, all of the shares
of Common Stock of OBLONG, INC. that the stockholder(s) is/are
entitled to vote at the Annual Meeting of Stockholders to be held
at
9:00 AM MST
on December 30, 2022, at the offices of Arnold & Porter
Kaye Scholer LLP, located at
1144 Fifteenth Street, Suite 3100, Denver, Colorado
80202.
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This proxy, when properly executed, will be voted in the manner
directed herein. If no such direction is made, this proxy will be
voted in accordance with the Board of Directors' recommendations
and in favor of the election of each of the director
nominees.
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Continued and to be signed on reverse side
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Oblong (AMEX:OBLG)
Graphique Historique de l'Action
De Jan 2023 à Fév 2023
Oblong (AMEX:OBLG)
Graphique Historique de l'Action
De Fév 2022 à Fév 2023