THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES NAMED
ABOVE.
THE
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our Board
of Directors currently consists of five (5) directors, as described in "Proposal
1: Election of Directors." Our Board of Directors believes that there
should be a majority of independent directors on the Board of
Directors. Our Board of Directors also believes that it is useful and
appropriate to have members of management as directors. The current
board members include three (3) independent directors and two (2) members of our
management.
The Board
of Directors has determined that each of Messrs. Aynilian, Gilmore and Hague are
"independent", based on the standards set forth by the New York Stock
Exchange. The Board has also determined that with respect to each
independent director no relationships exist which, in the opinion of the Board
of Directors, would interfere with the exercise of independent judgment by such
director in carrying out the responsibilities of a director.
The Board
of Directors has three standing committees: the Audit Committee, the Nominating
Committee, and the Compensation Committee.
The positions of Chairman, Chief
Executive Officer and General Counsel of the Company are held by Mr.
Krikorian. The combination of these offices is felt to be appropriate
for the Company due to the Company’s size and Mr. Krikorian’s participation as
an officer of, and counsel to, the Company in the operations and financing of
the Company which are his primary responsibilities. In addition, the
Company’s independent Directors, including Mr. Aynilian who is Chairman of the
Audit Committee, and is deemed to be the lead independent director is involved
in the review and analysis of both the Company’s financial statements and its
prospective financing. Mr. Krikorian reports to both Mr. Aynilian and
Mr. Hague regarding the Company’s financial position and
operations. Additionally, Mr. Krikorian regularly communicates with
each of the other members of the Board of Directors and keeps such individuals
current with the Company’s financing, acquisitions, and sales activities on a
regular basis. The Board of Directors considers and approves all
financing, acquisitions, and sales activities of the Company and accordingly is
kept current with the operational and financial needs of the
Company.
COMMITTEES
OF THE BOARD
The Audit
Committee
During
2009, the Audit Committee met two (2) times. The Audit Committee
assists the Board of Directors in its oversight of the Company's financial
accounting and reporting processes. A copy of the Charter of the
Audit Committee which describes this and other responsibilities of the Committee
is available on the Company’s website at
www.globalgoldcorp.com
.
In
accordance with the Charter of the Audit Committee, the Audit Committee has the
sole authority for the appointment, replacement, compensation, and oversight of
the work of our independent auditors, reviews the scope and results of audits
with our independent auditors, reviews with management and our auditors our
annual and interim operating results, considers the adequacy of our internal
controls over financial reporting, our disclosure controls and procedures,
considers our auditors' independence, and reviews and approves in advance all
engagements of any accountant (including the fees and terms thereof). The Audit
Committee is also responsible for establishing procedures for the receipt,
retention and treatment of complaints regarding our accounting, internal
accounting controls, or auditing matters, and the confidential, anonymous
submission by employees of concerns regarding questionable accounting or
auditing matters.
The Audit
Committee currently consists of Messrs. Aynilian, Gilmore and
Hague. Each of the current members of the Audit Committee is
"independent" under the standards established by the Securities and Exchange
Commission (the "SEC") for members of audit committees and each member is
"independent" under the standards set forth by the New York Stock Exchange for
its listed companies
.
Mr. Aynilian has been determined by our Board of Directors to meet
the qualifications of an "audit committee financial expert" in accordance with
SEC rules.
REPORT
OF THE AUDIT COMMITTEE
The
information contained in this report shall not be deemed to be "soliciting
material" or "filed" or incorporated by reference in future filings with the
SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to
the extent that we specifically incorporate it by reference into a document
filed under the Securities Act of 1933, as amended, or the Exchange
Act.
The Audit
Committee has, among other activities, (i) reviewed and discussed with
management our audited annual financial statements for the fiscal year ended
December 31, 2009; (ii) discussed with Sherb & Co., LLP, the Company’s
independent auditors, the matters required to be discussed by American Institute
of Certified Public Accountants Auditing Standards Board in Auditing Standards
No. 61 "Communications with Audit Committees" and (iii) considered the
independence of Sherb & Co., LLP, by having discussions with representatives
of Sherb & Co., LLP, having received and reviewed a letter from them
including disclosures required by the applicable requirements of the Public
Company Accounting Oversight Board regarding the independent accountant’s
communications with the Audit Committee concerning independence, "Independence
Discussions with Audit Committees." On the basis of the above, the Audit
Committee has recommended to the Board of Directors that our audited financial
statements for the fiscal years ended December 31, 2009 and 2008 be included in
our Annual Report on Form 10-K for the year ended December 31,
2009.
Submitted
by the Audit Committee of the Board of Directors
Nicholas
J. Aynilian, Chairman
Harry
Gilmore
Ian
Hague
April 10,
2010
The
Nominating Committee
On June
15, 2007, the Board of Directors adopted a Charter for the Nominating, a copy of
which is available on the Company’s website at
www.globalgoldcorp.com.
During
2009, the Nominating Committee met one (1) time. The Nominating
Committee provides certain principles and guidelines by which the Board of
Directors of the Company shall fulfill its responsibility to the stockholders,
potential stockholders and the investment community. The committee is
responsible for the development of (i) corporate governance principles intended
to promote the efficient, effective and transparent governance of the Company,
and (ii) procedures for the identification and selection of individuals
qualified to become directors. Stockholders are encouraged to
recommend individuals for consideration to become nominees to the Board of
Directors as set forth in the "Stockholders Proposals and Director Nominations",
section of this proxy statement below. The Nominating Committee uses
established criteria for the selection of nominees and reviews each candidate to
determine if the candidate has the appropriate skills and characteristics
required of board members. Although the Company does not have a
specific policy relating to diversity of its Directors, in evaluating
candidates, the Nominating Committee considers issues of independence, diversity
and expertise in numerous areas, including experience in the gold mining
industry, finance, marketing, and international affairs. The
Nominating Committee selects individuals of the highest personal and
professional integrity who have demonstrated exceptional ability and judgment in
their field and who would work effectively with the other directors and nominees
to the Board of Directors.
The
Nominating Committee currently consists of Messrs. Aynilian, Gilmore and Hague.
Each of the
current members of the Nominating Committee is "independent" under the standards
set forth by the New York Stock Exchange for its listed companies
.
The
Compensation Committee
On May
10, 2006, the Board of Directors adopted a Charter for the Compensation
Committee, a copy of which is available on the Company’s website at
www.globalgoldcorp.com.
During
2009, the Compensation Committee met two (2) times. The Compensation
Committee assists the Board of Directors in its oversight of the compensation of
the directors and officers of the Company. In accordance with the
Compensation Committee Charter, the responsibilities of the Compensation
Committee are to (i) review and recommend to the Board for approval compensation
(including incentive compensation plans and equity based compensation plans) of
the Company’s CEO, executive officers and other key officers; (ii) review and
approve general benefits and compensation strategies; (iii) develop and approve
all stock ownership, stock option and other equity based compensation plans of
the Company; and (iv) grant any shares, stock options, or other equity based
awards under all equity based compensation plans.
The
Compensation Committee currently consists of Messrs. Aynilian, Gilmore and
Hague.
Each of
the current members of the Compensation Committee is "independent" under the
standards established by the Securities and Exchange Commission (the "SEC") for
members of compensation committees and each member is "independent" under the
standards set forth by the New York Stock Exchange for its listed companies
.
Attendance
at Board, Committee, and Annual Stockholders’ Meetings.
The Board
of Directors met thirteen (13) times during 2009. Each of the
Company's directors is expected to attend each meeting of the Board of Directors
and any committees on which he serves. In 2009, each of our directors
attended one hundred percent (100%) of the meetings of the Board of Directors
and of the committees on which he served. We do not currently have a
policy requiring attendance of our directors at our annual meetings of
stockholders.
MEMBERSHIP AND MEETINGS OF
THE BOARD AND ITS COMMITTEES TABLE FOR YEAR 2009
Name
|
Board
of
Directors
|
Audit
Committee
|
Nominating
Committee
|
Compensation
Committee
|
Drury
J Gallagher*
|
Chairman
Emeritus
|
|
|
|
Van
Z. Krikorian*
|
Chairman
|
|
|
|
Nicholas
J. Aynilian
|
Member
|
Member
|
Member
|
Member
|
Ian
C. Hague
|
Member
|
Member
|
Member
|
Member
|
Harry
Gilmore
|
Member
|
Member
|
Member
|
Member
|
Number
of Meetings Held in 2009
|
13
|
2
|
1
|
2
|
Notes to Membership and
Meetings of the Board and its Committees Table
*Non-independent
Board member.
COMPENSATION
OF DIRECTORS
The Board
of Directors believes that compensation for our directors should be equity-based
compensation. Our independent directors do not receive consulting,
advisory or other compensatory fees from us in addition to their compensation as
directors.
In July
2002, our Board of Directors had adopted a compensation policy for the directors
that consists of annual awards of 50,000 shares of Common Stock to each director
in recognition of his ongoing services as director. No additional
fees are paid for service on the Committees of the Board.
Beginning
in 2007, the Company changed its policy to grant options as director
compensation and not issue awards of Common Stock.
On May
18, 2009, the Company issued options to purchase 100,000 shares of the Company’s
Common Stock under the Global Gold Corporation 2006 Incentive Plan (the “GGC
2006 Incentive Plan”) as director compensation for the fiscal year 2009 to each
of Messrs. Aynilian, Gallagher, Gilmore, Hague, and Krikorian at an exercise
price of $0.20 per share which fully vest on November 18, 2009.
The Company maintains its practice of reimbursing reasonable expenses incurred
for service on the Board or any of its Committees.
Directors'
Compensation Table For Year 2009
The
following table reflects the equity compensation received during the 2009 fiscal
year by each non-management director who served on the Company's Board of
Directors and the Committees of the Board of Directors. No cash
compensation was paid to the Company’s independent Directors. Please
see the
"
Executive Compensation – Summary
Compensation Table”
section of this proxy statement, below, for
disclosure of directors' fees paid to management directors in the 2009 fiscal
year.
Name
of Director
|
Stock
Awards (1)
|
Option
Awards
(2)
|
Total
|
Nicholas
J. Aynilian
|
$
-
|
$
14,400
(3)
|
$
14,400
|
Ian
C. Hague
|
$
-
|
$
14,400
(3)
|
$
14,400
|
Harry
Gilmore
|
$
-
|
$
14,400
(3)
|
$
14,400
|
Notes to Directors'
Compensation Table
(1)
|
As
of December 31, 2009, the number of shares held by directors acquired
through stock awards is as follows: 150,000 shares held by Mr. Aynilian,
100,000 held by Mr. Hague, and 50,000 held by Mr.
Gilmore.
|
(2)
|
As
of December 31, 2009, the number of options held by directors acquired
through option awards is as follows: 300,000 options held by Mr. Aynilian,
300,000 held by Mr. Hague, and 300,000 held by Mr.
Gilmore.
|
(3)
|
This
column represents the aggregate grant date fair value of stock options
granted to the non-management Directors in 2009 in accordance with ASC
Topic 718, Compensation – Stock Compensation (“ASC 718"). See
Note 2(i) of the consolidated financial statements in the Company's Annual
Report on Form 10-K for the year ended December 31, 2009 regarding
assumptions underlying valuation of equity
awards.
|
EXECUTIVE
OFFICERS
The
following biographical descriptions set forth certain information concerning
each of the Company’s executive officers, together with their positions with the
Company, age and business experience. For information on Mr.
Krikorian, Chairman, Chief Executive Officer and General Counsel of the Company,
and Mr. Gallagher, Treasurer and Secretary of the Company, see the
"
Proposal One: Election of Directors
– Information Regarding Nominees for Director
"
section of this proxy
statement,
above.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The
following table shows the total compensation paid for the 2009 and 2008 fiscal
years to the Company's Chief Executive Officer and the other two most highly
compensated executive officers in 2009 and 2008. The individuals
included in the following table are collectively referred to as the "Named
Executive Officers." (For narrative disclosure of the structure of
the Company's equity compensation earned by the Named Executive Officers, please
refer to the "Narrative Disclosure to the Summary Compensation Table"
below.)
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
|
Option
|
|
|
|
|
All
Other
|
|
|
|
|
Named
Executive Officer
|
|
|
|
|
|
|
|
|
|
Awards
|
|
|
|
Awards
|
|
|
|
|
Compensation
|
|
|
|
|
and
Principal Position
|
|
Year
|
|
Salary
|
|
|
Bonus
(1)
|
|
|
(2)(3)
|
|
|
|
(2)(4)
|
|
|
|
|
(5)
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Van
Z. Krikorian
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chairman
of the Board of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors,
Chief Executive
|
|
2009
|
|
$
|
225,000
|
|
|
$
|
-
|
|
|
$
|
105,000
|
|
(6)
|
|
$
|
14,400
|
|
(7)
|
|
|
$
|
1,125
|
|
|
$
|
345,525
|
|
Officer
and General Counsel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
$
|
225,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
$
|
18,000
|
|
(7)
|
|
|
$
|
6,750
|
|
|
$
|
249,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jan
Dulman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Financial Officer
|
|
2009
|
|
$
|
145,833
|
|
|
$
|
-
|
|
|
$
|
71,500
|
|
(8)
|
|
$
|
28,350
|
|
(9)
|
|
|
$
|
1,000
|
|
|
$
|
246,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
$
|
125,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
(9)
|
|
|
$
|
3,750
|
|
|
$
|
128,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Drury
Gallagher
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chairman
Emeritus
|
|
2009
|
|
$
|
125,000
|
|
|
$
|
-
|
|
|
$
|
6,667
|
|
(10)
|
|
$
|
42,000
|
|
(11)
|
|
|
$
|
-
|
|
|
$
|
173,667
|
|
Secretary
and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
$
|
125,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
$
|
18,000
|
|
(11)
|
|
|
$
|
-
|
|
|
$
|
143,000
|
|
Notes to Summary
Compensation Table
|
1)
|
The
Compensation Committee has recommended that there will not be any bonuses
paid to any of the named executive officers for 2009 and
2008.
|
|
2)
|
For
details of stock and option grants, including vesting schedules see
"Narrative Disclosure to the Summary Compensation Table"
below.
|
|
3)
|
This
column represents the aggregate grant date fair value in the fiscal year
indicated for restricted stock granted to the named executive officers in
2009 and 2008 in accordance with the provisions of ASC Topic 718,
Compensation – Stock Compensation. See Note 2(i) of the consolidated
financial statements in the Company's Annual Report on Form 10-K for the
year ended December 31, 2009, and Note 2(j) for the year ended
December 31, 2008, regarding assumptions underlying valuation of equity
awards. Any estimate of forfeitures related to service-based
vesting conditions are disregarded pursuant to the SEC
Rules.
|
|
4)
|
This
column represents the aggregate grant date fair value in the fiscal year
indicated for stock options granted to the named executive officers in
2009 and 2008, in accordance with the provisions of ASC Topic 718,
Compensation – Stock Compensation. See Note 2(i) of the
consolidated financial statements in the Company's Annual Report on Form
10-K for the year ended December 31, 2009, and Note 2(j) for the year
ended December 31, 2008, regarding assumptions underlying valuation of
equity awards.
|
|
5)
|
This
column consists of Company matching contributions under our 401(k)
plan.
|
|
6)
|
Mr.
Krikorian received 600,000 shares of restricted Common Stock pursuant to
his employment agreement on January 1, 2005 at a fair market value of
$0.50 per share, 600,000 shares of restricted Common Stock pursuant to his
employment agreement on June 15, 2006 at a fair market value of $1.70 per
share, and 1,050,000 shares of restricted Common Stock pursuant to his
employment agreement on August 11, 2009 at a fair market value of $0.10
per share.
|
|
7)
|
Mr.
Krikorian was granted options to purchase 100,000 shares of Common Stock
as compensation for serving as a director on April 8, 2008 at an exercise
price of $0.45 per share which vest on October 8, 2008. Mr.
Krikorian was also granted options to purchase 100,000 shares of Common
Stock as compensation for serving as a director on May 18, 2009 at an
exercise price of $0.20 per share which vest on November 18,
2009.
|
|
8)
|
Mr.
Dulman received 40,000 shares of restricted Common Stock pursuant to his
employment agreement on August 1, 2005 at a fair market value of $1.00 per
share, 150,000 shares of restricted Common Stock pursuant to his
employment agreement on June 15, 2007 at a fair market value of $0.83 per
share, and 225,000 shares of restricted Common Stock pursuant to his
employment agreement on August 11, 2009 at a fair market value of $0.14
per share. Mr. Dulman also received 200,000 shares of
restricted Common Stock as a retention bonus on May 18, 2009 at a fair
market value of $0.20 per share.
|
|
9)
|
Mr.
Dulman was granted options to purchase 150,000 share of Common Stock
pursuant to his employment agreement on June 15, 2007 at an exercise price
of $0.83 per share and options to purchase 225,000 share of Common Stock
pursuant to his employment agreement on August 11, 2009 at an exercise
price of $0.14 per share.
|
|
10)
|
Mr.
Gallagher was granted 50,000 shares of restricted Common Stock pursuant to
his employment agreement on June 15, 2006 at a fair market value of $1.70
per share, and 33,333 shares of restricted Common Stock pursuant to his
automatic one year renewal of his contract on May 18, 2009 at a fair
market value of $0.20 per share.
|
|
11)
|
Mr.
Gallagher was granted options to purchase 250,000 shares of Common Stock
pursuant to his employment agreement on June 15, 2006 at an exercise price
of $ 1.70 per share. Mr. Gallagher was also granted options to
purchase 100,000 shares of Common Stock as compensation for serving as a
director on April 8, 2008 at an exercise price of $0.45 per share which
vest on October 8, 2008. Mr. Gallagher was also granted options
to purchase 100,000 shares of Common Stock as compensation for serving as
a director on Mayl 18, 2009 at an exercise price of $0.20 per share which
vest on November 18, 2009. Mr. Gallagher was also granted options to
purchase 166,667 shares of Common Stock pursuant to his employment
agreement automatic one year renewal on May 15, 2009 at an exercise price
of $ 0.20 per share.
|
NARRATIVE
DISCLOSURE TO THE SUMMARY COMPENSATION TABLE
Description
of Employment Arrangements with the Company’s Named Executive
Officers
Van
Krikorian
On June
1, 2003, the Company entered into an employment agreement with Mr.
Krikorian. The employment agreement provided for (i) annual base
salary of $100,000 per year (subject to payment as cash flow permits) and (ii) a
grant of 900,000 shares of Common Stock as a restricted stock award subject to a
substantial risk of forfeiture upon termination of his employment (other than by
death or disability) during the term of the agreement, and which is to be
earned, and vested ratably over the term of the agreement and (iii) any bonus
determined in accordance with any bonus plan approved by the Board of Directors.
The employment agreement had an initial term of three years terminating on June
30, 2006.
On
January 1, 2005, Mr. Krikorian’s employment agreement was amended and extended
for two years. The amended employment agreement provided that Mr.
Krikorian would receive an increase in his annual base salary to $180,000 per
year, representing a 80% increase over his previous salary effective January 1,
2005 and an additional grant of 600,000 shares of Common Stock as a restricted
stock award subject to a substantial risk of forfeiture upon termination of his
employment (other than by death or disability) during the term of the agreement,
which vest in four equal installments of 150,000 shares each on July 1, 2006,
January 1, 2007, July 1, 2007, and January 1, 2008. Prior to the amendment
described below, the amended employment agreement was to terminate on June 30,
2008.
On June
15, 2006, Mr. Krikorian’s employment agreement was amended and extended for one
year. The amended employment provides that Mr. Krikorian will receive
(i) an increase in his annual base salary to $225,000 per year, representing a
25% increase over his previous salary, effective July 1, 2006 and (ii) an
additional 600,000 shares of Common Stock as a restricted stock award subject to
a substantial risk of forfeiture upon termination of his employment (other than
by death or disability) during the term of the agreement, which vest in three
equal installments of 200,000 shares each on June 30, 2007, June 30, 2008 and
June 30, 2009.
Mr.
Krikorian is entitled to receive any bonus as determined in accordance with any
plan approved by the Board of Directors. In addition, the restricted
stock previously awarded to Mr. Krikorian will continue to vest pursuant to his
original employment agreement, as amended previously. The amended
employment agreement terminates on June 30, 2009.
On August
11, 2009, Mr. Krikorian’s employment agreement was amended and extended for
three years. The amended employment provides that Mr. Krikorian will
receive (i) no increase in his annual base salary which will remain at $225,000
per year and (ii) an additional 1,050,000 shares of Common Stock as a restricted
stock award subject to a substantial risk of forfeiture upon termination of his
employment (other than by death or disability) during the term of the agreement,
which stock which will vest in equal semi-annual installments over the term of
his employment agreement.
Mr.
Krikorian is entitled to receive any bonus as determined in accordance with any
plan approved by the Board of Directors. In addition, the restricted
stock previously awarded to Mr. Krikorian will continue to vest pursuant to his
original employment agreement, as amended previously. The amended
employment agreement terminates on June 30, 2012.
Drury
Gallagher
On July
1, 2002, the Company entered into an employment agreement with Mr.
Gallagher. The employment agreement provided for (i) annual grants of
100,000 shares of Common Stock as base salary during the term of the agreement,
subject to an adjustment each year, as determined by the Board of Directors, in
an amount equal to (x) the increase in the consumer price index or (y) up to 10%
of his then base salary and (ii) any bonus determined in accordance with any
bonus plan approved by the Board of Directors. The employment agreement had an
initial term of four years terminating on June 30, 2006.
On
February 1, 2003, Mr. Gallagher’s employment was amended employment agreement
with the same termination date. The amended agreement provided that
Mr. Gallagher would receive (i) an annual base salary of $100,000 per year
(subject to payment as cash flow permits) and (ii) a grant of 900,000 shares of
Common Stock as a restricted stock award subject to a substantial risk of
forfeiture upon termination of his employment with us (other than by death or
disability) during the term of the agreement, which vest ratably over the term
of the agreement.
On June
15, 2006, Mr. Gallagher’s employment agreement was amended and extended for two
and a half years. The amended agreement provided that Mr. Gallagher resign as
Chairman and Chief Executive Officer and assume the titles of Chairman Emeritus,
Secretary and Treasurer effective December 31, 2006 and June 30, 2006,
respectively. In addition, the amended agreement provides that Mr.
Gallagher will receive (i) an increase in his annual base salary to $125,000 per
year, representing a 25% increase over his previous salary, (ii) an additional
50,000 shares of restricted stock that vests in four equal installments of
12,500 shares each on December 30, 2006, June 30, 2007, December 30, 2007 and
June 30, 2008 and (iii) 250,000 stock options to purchase Common Stock at $1.70
per share (the arithmetic mean of the high and low prices of the Company's stock
on June 15, 2006), to vest in eight equal installments of 28,125 shares each on
September 30, 2006, December 30, 2006, March 30, 2007, June 30 2007, September
30, 2007, December 30, 2007, March 30, 2008 and June 30, 2008. The
restricted stock and options are subject to a substantial risk of forfeiture
upon termination of his employment (other than by death or disability) during
the term of the Agreement and the option grant was made pursuant to the GGC 2006
Incentive Plan.
On
December 31, 2008, pursuant to his employment agreement, Mr. Gallagher’s
agreement was automatically extended for an additional year through December 31,
2009 under the same terms of an annual salary of $125,000, 33,333 shares of
restricted common stock and stock options to purchase 166,667 of common stock of
the Company. On May 18, 2009, pursuant to Mr. Gallagher’s employment
agreement extension under his contract and as confirmed by the independent
compensation committee and board of directors, Mr. Gallagher was granted 33,333
shares of restricted common stock with 16,667 shares vesting on June 30, 2009,
and 16,666 shares vesting on December 31, 2009. Mr. Gallagher was
also granted stock options to purchase 166,667 shares of common stock of the
Company at $0.20 per share vesting on November 18, 2009. The
restricted stock is subject to a substantial risk of forfeiture upon termination
of his employment with the Company during the term of the Employment
Agreement.
Mr.
Gallagher is entitled to receive any bonus as determined in accordance with any
plan approved by the Board of Directors. In addition, the restricted
stock previously awarded to Mr. Gallagher will continue to vest pursuant to his
original employment agreement, as amended previously. The amended
agreement was to terminate on December 31, 2008, but was automatically renewed
for one year on the same terms and will terminate on December 31,
2009.
Jan
Dulman
On August
1, 2005, the Company entered into an employment agreement with Mr. Jan Dulman as
the Controller of the Company. The employment agreement provided for
(i) annual base salary of $12,000 per year, (ii) a grant of 40,000 shares of
Common stock as a restricted stock award subject to a substantial risk of
forfeiture upon termination of his employment (other than by death or
disability) during the term of the agreement, and which vest in four equal
installments of 10,000 shares each on February 1, 2006, August 1, 2006, February
1, 2007 and August 1, 2007 and (iii) any bonus determined in accordance with any
bonus plan approved by the Board of Directors. The employment
agreement had an initial term of two years terminating on July 31,
2007.
On
February 6, 2006, Mr. Dulman’s employment agreement was amended, retroactively
to January 1, 2006 increasing his annual base salary to $24,000 per year,
representing a 100% increase from his previous salary.
On June
15, 2006, Mr. Dulman’s employment agreement was amended and
extended. The amended agreement provides that Mr. Dulman will receive
(i) an increase in his annual base salary to $60,000 per year, representing a
150%
increase
over his previous salary, effective May 1, 2006 and (ii) an a grant of options
to purchase 62,500 shares of Common Stock at $1.70 per share (the arithmetic
mean of the high and low prices of the Company's stock on June 15, 2006), that
vest in three installments as follows: 20,833 shares on June 15th, 2006, 20,833
shares on November 30, 2006, and 20,834 shares on July 31, 2007. The
options are subject to a substantial risk of forfeiture upon termination of his
employment (other than by death or disability) with the Company during the term
of the employment agreement and the option grant was made pursuant to the Global
Gold Corporation 2006 Stock Incentive Plan.
Mr.
Dulman is entitled to receive any bonus as determined in accordance with any
plan approved by the Board of Directors. In addition, the restricted
stock previously awarded to Mr. Dulman will continue to vest pursuant to his
original employment agreement, as amended previously. The restricted
stock previously awarded to Mr. Dulman will continue to vest pursuant to his
original employment agreement. The amended agreement terminates on July 31,
2007.
On June
15, 2007, the Company approved a new employment agreement for Jan Dulman with
respect to his employment as the Controller of the Company. The Board of
Directors unanimously elected Mr. Dulman as the Chief Financial Officer. The
revised new agreement provides that Mr. Dulman will resign as Controller and
assume the title of Chief Financial Officer effective June 1, 2007 and will
receive an annual base salary of $125,000, representing a 108% increase over his
previous salary and is entitled to receive any bonus as determined in accordance
with any plan approved by the Board of Directors. The new agreement is for two
years and two months terminating on July 31, 2009. Pursuant to the new
agreement, Mr. Dulman was also granted (i) 150,000 shares of restricted stock to
vest in four equal installments of 37,500 shares each on January 31, 2008, July
31, 2008, January 31, 2009 and July 31, 2009 and (ii) 150,000 stock options to
purchase Common Stock at $0.83 per share (the arithmetic mean of the high and
low prices of the Company's stock on June 15, 2007), to vest in equal
installments of 75,000 shares each on August 1, 2007, and August 1,
2008.
The
restricted stock and options previously awarded to Mr. Dulman will continue to
vest pursuant to his original Employment Agreement. The restricted stock and
options are subject to a substantial risk of forfeiture upon termination of his
employment with the Company during the term of the Agreement and the option
grant was made pursuant to the GGC 2006 Incentive Plan.
On August
11, 2009, Mr. Dulman’s employment agreement was extended for an additional 3
year term from August 1, 2009 through July 31, 2012 with an annual salary of
$150,000 and Mr. Dulman was granted 225,000 shares of restricted common stock
which will vest in equal semi-annual installments over the term of his
employment agreement. Mr. Dulman was also granted stock options to
purchase 225,000 shares of common stock of the Company at $0.14 per share (based
on the closing price at his renewal) vesting in equal quarterly installments
over the term of his employment agreement.
The
restricted stock and options previously awarded to Mr. Dulman will continue to
vest pursuant to his original Employment Agreement. The restricted stock and
options are subject to a substantial risk of forfeiture upon termination of his
employment with the Company during the term of the Agreement and the option
grant was made pursuant to the GGC 2006 Incentive Plan.
Certain
Material Terms of Employment Agreements with Named Executive
Officers
Executive
|
Date
of
Original
Agreement
|
Original
Annual
Base Salary
|
Date
of
Amended
and
Restated
Agreement
|
Amended
Annual Base Salary
|
Van
Z. Krikorian
|
06/01/03
|
$100,000
|
08/11/09
|
$225,000
|
Drury
J Gallagher
|
02/01/02
|
see
above
|
06/15/06
|
$125,000
|
Jan
Dulman
|
08/01/05
|
$12,000
|
08/11/09
|
$150,000
|
Outstanding
Equity Awards at Fiscal Year End 2009 Table
|
Option
Awards
|
|
Stock
Awards
|
Named
Executive
Officers
|
Number
of
Securities
Underlying Unexercised Options
(#)
Exercisable
|
|
Number
of
Securities
Underlying Unexercised Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
(1)
|
Option
Expiration
Date
|
|
Number
of Shares or Units of Stock That Have Not Vested
(#)
|
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)
|
|
|
|
|
|
|
|
|
|
|
Van
Z. Krikorian
|
100,000(2)
|
|
—
|
$0.86
|
6/15/2016
|
|
—
|
|
—
|
|
100,000(3)
|
|
—
|
$0.45
|
6/15/2016
|
|
—
|
|
—
|
|
100,000(4)
|
|
—
|
$0.20
|
6/15/2016
|
|
—
|
|
—
|
|
|
|
|
|
|
|
875,000(5)
|
|
$87,500
|
Jan
Dulman
|
62,500(6)
|
|
—
|
$1.70
|
6/15/2016
|
|
—
|
|
—
|
|
150,000(7)
|
|
—
|
$0.83
|
6/15/2016
|
|
—
|
|
—
|
|
18,750(8)
|
|
206,250(8)
|
$0.14
|
6/15/2016
|
|
—
|
|
—
|
|
|
|
|
|
|
|
225,000(9)
|
|
$31,500
|
Drury
Gallagher
|
250,000(10)
|
|
—
|
$1.70
|
6/15/2016
|
|
—
|
|
—
|
|
100,000(11)
|
|
—
|
$0.83
|
6/15/2016
|
|
—
|
|
—
|
|
100,000(12)
|
|
—
|
$0.45
|
6/15/2016
|
|
—
|
|
—
|
|
100,000(13)
|
|
—
|
$0.20
|
6/15/2016
|
|
—
|
|
—
|
|
166,667(14)
|
|
—
|
$0.20
|
6/15/2016
|
|
—
|
|
—
|
Notes to Outstanding Equity
Awards at Fiscal Year End 2009 Table
|
1)
|
This
column represents the exercise price of awards of options to purchase the
Company's Common Stock which exercise price was not less than the closing
price on the grant date.
|
|
2)
|
Mr.
Krikorian was granted options to purchase 100,000 shares of Common Stock
as compensation for serving as a director on January 11, 2007 at an
exercise price of $0.86 per share which vested on July 11,
2007.
|
|
3)
|
Mr.
Krikorian was granted options to purchase 100,000 shares of Common Stock
as compensation for serving as a director on April 8, 2008 at an exercise
price of $0.45 per share which vested on October 8,
2008.
|
|
4)
|
Mr.
Krikorian was granted options to purchase 100,000 shares of Common Stock
as compensation for serving as a director on May 19, 2009 at an exercise
price of $0.20 per share which vested on November 19,
2009.
|
|
5)
|
Mr.
Krikorian was granted 1,050,000 shares of restricted Common Stock pursuant
to his employment agreement on August 11, 2009. This restricted stock
vests in equal semi-annual installments of 175,000 over the term of the
agreement.
|
|
6)
|
Mr.
Dulman was granted options to purchase 62,500 share of Common Stock
pursuant to his employment agreement on June 15, 2006. The options vested
in three installments as follows: 20,833 shares on June 15, 2006, 20,833
shares on November 30, 2006 and 20,834 shares on July 31,
2007.
|
|
7)
|
Mr.
Dulman was granted options to purchase 150,000 share of Common Stock
pursuant to his employment agreement on June 15, 2007. The
options vested in two installments as follows: 75,000 shares on August 1,
2007, and 75,000 shares on August 1, 2008.
|
|
8)
|
Mr.
Dulman was granted options to purchase 225,000 share of Common Stock
pursuant to his employment agreement on August 11, 2009. The
options vested in equal installments of 37,500 over the term of the
agreement.
|
|
9)
|
Mr.
Dulman was granted 225,000 shares of restricted Common Stock pursuant to
his employment agreement on August 11, 2009. The restricted
stock vests in equal installments of 37,500 shares over the term of the
agreement.
|
|
10)
|
Mr.
Gallagher was granted options to purchase 250,000 shares of Common Stock
pursuant to his employment agreement on June 15, 2006 at an exercise price
of $1.70 per share. The options vested in eight equal
installments of 31,250 shares each on September 30, 2006, December 30,
2006, March 30, 2007, June 30, 2007, September 30, 2007, December 30,
2007, March 30, 2008 and June 30,
2008.
|
|
11)
|
Mr.
Gallagher was granted options to purchase 100,000 shares of Common Stock
as compensation for serving as a director on January 11, 2007 at an
exercise price of $0.86 per share which vested on July 11,
2007.
|
|
12)
|
Mr.
Gallagher was granted options to purchase 100,000 shares of Common Stock
as compensation for serving as a director on April 8, 2008 at an exercise
price of $0.45 per share which vested on October 8,
2008.
|
|
13)
|
Mr.
Gallagher was granted options to purchase 100,000 shares of Common Stock
as compensation for serving as a director on May 19, 2009 at an exercise
price of $0.20 per share which vested on November 19,
2009.
|
|
14)
|
Mr.
Gallagher was granted options to purchase 166,667 shares of Common Stock
pursuant to the automatic one year renewal of his employment agreement on
May 19, 2009 at an exercise price of $0.20 per share which vested on
November 19, 2009.
|
OWNERSHIP
OF SECURITIES
BENEFICIAL
OWNERSHIP TABLE
The
following table shows, as of April 27, 2010, except as noted, information with
respect to the beneficial ownership of shares of our Common Stock by each of our
current directors or nominees, each of our named executive officers, each person
known by us to beneficially own more than 5% of our Common Stock as of December
31, 2009 (derived exclusively from SEC filings of such beneficial owner), and
all of our directors and executive officers as a group.
Beneficial ownership is
determined under the rules of the SEC and includes voting or investment power
with respect to the securities.
Unless
indicated otherwise below, the address for each listed director and officer is
Global Gold Corporation, 45 East Putnam Avenue, Suite 118, Greenwich,
Connecticut 06830. Except as indicated by footnote, the persons named
in the table have sole voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by them. The number of shares of Common
Stock outstanding used in calculating the percentage for each listed person
includes the shares of Common Stock underlying options held by that person that
are exercisable within 60 days following April 27, 2009, but excludes shares of
Common Stock underlying options or warrants held by any other person. Percentage
of beneficial ownership is based on 41,152,856 shares of Common Stock
outstanding as of April 27, 2009.
Title
of
|
|
Name
and Address of
|
|
Number
of
|
|
|
Percentage
|
Class
|
|
Beneficial
Owner
|
|
Shares
|
|
|
of
Class
|
|
|
|
|
|
|
|
|
(i)
More than 5% Beneficial Owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Firebird
Global Master Fund, LTD
|
|
6,300,000
|
(1)
|
|
15.68%
|
|
|
c/o
Trident Trust Co. (Cayman) Ltd
|
|
|
|
|
|
|
|
1
Capital Place, Box 847
|
|
|
|
|
|
|
|
Grand
Cayman, Cayman Islands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Firebird
Avrora Fund, LTD
|
|
5,635,000
|
(2)
|
|
13.94%
|
|
|
c/o
Trident Trust Co. (Cayman) Ltd
|
|
|
|
|
|
|
|
1
Capital Place, Box 847
|
|
|
|
|
|
|
|
Grand
Cayman, Cayman Islands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Firebird
Republic Fund, LTD
|
|
4,838,167
|
(3)
|
|
11.96%
|
|
|
c/o
Trident Trust Co. (Cayman) Ltd
|
|
|
|
|
|
|
|
1
Capital Place, Box 847
|
|
|
|
|
|
|
|
Grand
Cayman, Cayman Islands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Firebird
Fund, LP
|
|
165,000
|
(4)
|
|
*
|
|
|
c/o
Trident Trust Co. (Cayman) Ltd
|
|
|
|
|
|
|
|
1
Capital Place, Box 847
|
|
|
|
|
|
|
|
Grand
Cayman, Cayman Islands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Farallon
Capital Management, LLC
|
|
2,107,999
|
|
|
5.12%
|
|
|
One
Maritime Plaza, Ste 1325
|
|
|
|
|
|
|
|
San
Francisco, CA 94111
|
|
|
|
|
|
Title of
|
|
Name
and Address of
|
|
Number
of
|
|
|
Percentage
|
Class
|
|
Beneficial
Owner
|
|
Shares
|
|
|
of
Class
|
|
|
|
|
|
|
|
|
(ii)
Directors and named executive officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Van
Z. Krikorian
|
|
3,450,000
|
(5)
|
|
8.38%
|
|
|
5
Frederick Court
|
|
|
|
|
|
|
|
Harrison,
NY 10528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Drury
J. Gallagher
|
|
3,328,453
|
(6)
|
|
8.09%
|
|
|
107
Eakins Road
|
|
|
|
|
|
|
|
Manhasset,
NY 11030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Nicholas
J. Aynilian
|
|
3,327,002
|
(7)
|
|
8.08%
|
|
|
P.O.
Box 1963
|
|
|
|
|
|
|
|
Canal
Street Station
|
|
|
|
|
|
|
|
New
York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Jan
Dulman
|
|
883,750
|
(8)
|
|
2.15%
|
|
|
13
Hickory Place
|
|
|
|
|
|
|
|
Livingston,
NJ 07039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Ian
Hague
|
|
400,000
|
(9)
|
|
*
|
|
|
152
West 57th Street
|
|
|
|
|
|
|
|
New
York, NY 10019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Harry
Gilmore
|
|
350,000
|
(10)
|
|
*
|
|
|
4848
N. 30th Street
|
|
|
|
|
|
|
|
Arlington,
VA 22207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(iii)
Directors and executive officers as a group:
|
|
11,739,205
|
(11)
|
|
28.53%
|
*
Beneficial owner of less than 1% of the outstanding Common Stock of the
Company.
1)
|
This
amount includes 1,000,000 shares of Common Stock issuable upon the
exercise of the Warrants exercisable within 60 days of April 27, 2009
acquired by Firebird Global Master Fund, Ltd under the Stock Subscription
and Stockholders Agreement, dated December 8, 2008.
|
2)
|
This
amount includes 1,250,000 shares of Common Stock issuable upon the
exercise of the Warrants exercisable within 60 days of April 27, 2009
acquired by Firebird Republic Fund, Ltd under the Stock Subscription and
Stockholders Agreement, dated December 8, 2008.
|
3)
|
This
amount includes 1,250,000 shares of Common Stock issuable upon the
exercise of the Warrants exercisable within 60 days of April 27, 2009
acquired by Firebird Avrora Fund, Ltd under the Stock Subscription and
Stockholders Agreement, dated December 8, 2008.
|
4)
|
Firebird
Global Master Fund, Ltd., Firebird Avrora Fund, Ltd. and Firebird
Republics Fund, Ltd. each hold more than 10% of Firebird Fund, LP’s
outstanding Common Stock.
|
5)
|
This
amount includes 300,000 shares of Common Stock issuable upon the exercise
of options exercisable within 60 days of April 27,
2009.
|
6)
|
This
amount includes 716,667 shares of Common Stock issuable upon the exercise
of options exercisable within 60 days of April 27,
2009.
|
7)
|
This
amount includes 1,400,000 shares owned by NJA Investments, Inc, 600,000
shares owned by trusts for minor children of Mr. Aynilian and 600,000
shares of Common Stock issuable upon the exercise of warrants exercisable
within 60 days of April 27, 2009, as to which Mr. Aynilian has the sole
voting power and the sole investment power. This amount also
includes 300,000 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of April 27, 2009.
|
8)
|
This
amount includes 268,750 shares of Common Stock issuable upon the exercise
of options exercisable within 60 days of April 27,
2009.
|
9)
|
This
amount includes 300,000 shares of Common Stock issuable upon the exercise
of options granted to Mr. Hague for services as a Director of the
Company. This amount does not include the 16,938,167 shares
owned by Firebird Management, LLC (through its Firebird Global Master
Fund, LTD, Firebird Republic Fund, LTD, Firebird Avrora Fund, LTD, and
Firebird Fund, LP) of which Mr. Hague is a co-founder and as to which
shares Mr. Hague disclaims beneficial interest.
|
10)
|
This
amount includes 300,000 shares of Common Stock issuable upon the exercise
of options granted to Ambassador Gilmore for services as a Director of the
Company.
|
11)
|
Includes
2,485,417 shares of Common Stock issuable upon the exercise of options
exercisable within 60 days of April 27,
2009.
|
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires our
directors and executive officers, and persons who own more than 10% of a
registered class of our equity securities (collectively, "Section 16 reporting
persons") to file with the SEC initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of Global
Gold. Section 16 reporting persons are required by SEC regulations to
furnish us with copies of all Section 16(a) forms they file. To our knowledge,
based solely on a review of the copies of such reports furnished to us and on
written representations that no other reports were required, during the fiscal
year ended December 31, 2009, the Section 16 reporting persons complied with all
Section 16(a) filing requirements applicable to them.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
It is our
policy that all employees must avoid any activity that is or has the appearance
of being hostile, adverse or competitive with Global Gold, or that interferes
with the proper performance of their duties, responsibilities or loyalty to
Global Gold.
In
addition to the Global Gold policy described above, the SEC has specific
disclosure requirements covering certain types of transactions involving Global
Gold and a director, executive officer or other specified party. Except as
described below, with regard to SEC rules, we have not engaged in any
transaction, or series of similar transactions, since the beginning of 2008, or
any currently proposed transaction, or series of similar transactions, to which
Global Gold or any of its subsidiaries was or is to be a party, in which the
amount involved exceeds the lesser of $120,000 or one percent of the average of
our total assets at year end for each of 2009 and 2008 and in which any of our
directors, executive officers, nominees for election as a director, beneficial
owners of more than 5% of our Common Stock or members of their immediate
families had, or will have, a direct or indirect material interest.
On
February 7, 2008, the Company received a short term loan in the amount of
$260,000, an additional $280,000 loan on March 10, 2008, and an additional
$300,000 loan on April 14, 2008 (collectively, the “Loans”), from Ian Hague, a
director of the Company, which Loans accrue interest, from the day they are
issued and until the day they are repaid by the Company, at an annual rate of
10%. The Company promised to repay, in full, the Loan and all the Interest
accrued thereon on the sooner of: (1) Mr. Hague’s demand after June 6, 2008; or
(2) from the proceeds of any financing the company receives over $1,000,000. The
Company may prepay this loan in full at any time. But if it is not repaid by
June 10, 2008, Mr. Hague will have the right, among other rights available to
Mr. Hague under the law, to convert the loan plus accrued interest to Common
Stock of the Company at the price calculable and on the terms of the Global
Gold Corporation 2006 Stock Incentive Plan. In addition, Mr. Hague
has the right at any time to convert all or a portion of the Loan to the same
terms provided to any third party investor or lender financing the
company. In connection with the Loan, pursuant to the Company’s
standing policies, including it’s Code of Business Conduct and Ethics and
Nominating and Governance Charter, the Board of Directors, acting without the
participation of Mr. Hague, reviewed and approved the Loan and its terms, and
determined the borrowings to be in the Company’s best interest. On
May 12, 2008, the Company received an advance of $1,500,000 and an additional
advance of $800,000 on July 7, 2008 (collectively, the “Advances”), from Mr.
Hague. On September 23, 2008, the Company restructured the Loans and
the Advances into a new agreement (the “Loan and Royalty”) which became
effective November 6, 2008. Key terms of the Loan and Royalty include
interest accruing from September 23, 2008 until the day the loan is repaid in
full at an annual rate of 10% and the Company granting a royalty of 1.75% from
distributions to the Company from the sale of gold and all other metals produced
from the Madre De Dios property currently included in the Global Gold Valdivia
joint venture with members of the Quijano family. At December 31, 2009
accrued, but unpaid, interest was $516,258.
Pursuant
to two short-term loan agreements dated April 14, 2009 for $32,000 and May 4,
2009 for $20,000 the Company borrowed a total of $52,000 from one of its
directors, Nicholas J. Aynilian. The terms of both agreements include an
annual rate of 10% with repayment on the sooner of: (1) demand after June 6,
2009; or (2) from the proceeds of any financing the Company receives. In
addition, if the loans are not repaid by June 10, 2009, the lender will have the
right, among other rights available, to convert the loan plus accrued interest
to common shares of the Company at the price calculable and on the terms of the
Global Gold Corporation 2006 Stock Incentive Plan. Accrued, but
unpaid, interest as of December 31, 2009 was $3,609.
On
April 16, 2009 and April 27, 2009, the Company’s Director and Treasurer, Drury
Gallagher, made interest free loans of $3,000 and $1,000, respectively, to the
Company which have not been repaid as of the date of this filing.
On May
13, 2009, pursuant to a loan agreement, the Company borrowed $550,000 from two
of its directors Ian Hague ($500,000) and Nicholas J. Aynilian ($50,000). The
terms of the agreement include an annual rate of 10% with repayment on the
sooner of: (1) demand after June 1, 2009; (2) from the proceeds of any financing
the Company; or (3) from the proceeds of the sale of an interest in any Company
property. In addition, if the loans are not repaid by June 10,
2009, the lenders will have the right, among other rights available, to convert
the loans plus accrued interest to common shares of the Company at the price
calculable and on the terms of the Global Gold Corporation 2006 Stock Incentive
Plan. The lenders also have the right until the loans are repaid at any
time to convert the terms of the loans to the terms provided to any third party
investor or lender financing the Company. Accrued, but unpaid,
interest as of December 30, 2009 was $34,959.
On August
27, 2009 and September 10, 2009, the Company’s Director and Treasurer, Drury
Gallagher, made interest free loans of $20,000 and $1,500, respectively, to the
Company which have not been repaid as of the date of this filing.
On
September 14, 2009, pursuant to a loan agreement, the Company borrowed an
additional $50,000 Ian Hague. The terms of the agreement include an annual rate
of 10% with repayment on the sooner of: (1) demand after November 1, 2009; (2)
from the proceeds of any financing the Company; or (3) from the proceeds of the
sale of an interest in any Company property. In addition, if
the loan is not repaid by December 1, 2009, the lender has the right, among
other rights available, to convert the loan plus accrued interest to common
shares of the Company at the price calculable and on the terms of the Global
Gold Corporation 2006 Stock Incentive Plan. The lender has the right until
this and any other loans from him are repaid at any time to convert the terms of
all or a portion of this or other loans made to the terms provided to any third
party investor or lender financing the Company. Accrued, but unpaid,
interest as of December 31, 2009 was $1,479.
On
October 29, 2009, pursuant to a loan agreement, the Company borrowed an
additional $60,000 from Ian Hague. The terms of the agreement include an annual
rate of 10% with repayment on the sooner of: (1) demand after December 1, 2009;
(2) from the proceeds of any financing the Company; or (3) from the proceeds of
the sale of an interest in any Company property. In addition,
if the loan is not repaid by December 31, 2009, the lender has the right, among
other rights available, to convert the loan plus accrued interest to common
shares of the Company at the price calculable and on the terms of the Global
Gold Corporation 2006 Stock Incentive Plan. The lender has the right until
this and any other loans from him are repaid at any time to convert the terms of
all or a portion of this or other loans made to the terms provided to any third
party investor or lender financing the Company. Accrued, but unpaid,
interest as of December 31, 2009 was $1,036.
On
November 12, 2009, pursuant to a loan agreement, the Company borrowed an
additional $10,000 from Ian Hague. The terms of the agreement include an annual
rate of 10% with repayment on the sooner of: (1) demand after January 1, 2010;
(2) from the proceeds of any financing the Company; or (3) from the proceeds of
the sale of an interest in any Company property. In addition,
if the loan is not repaid by December 31, 2009, the lender has the right, among
other rights available, to convert the loan plus accrued interest to common
shares of the Company at the price calculable and on the terms of the Global
Gold Corporation 2006 Stock Incentive Plan. The lender has the right until
this and any other loans from him are repaid at any time to convert the terms of
all or a portion of this or other loans made to the terms provided to any third
party investor or lender financing the Company. Accrued, but unpaid,
interest as of December 31, 2009 was $107.
On
December 10, 2009, the Company’s Director and Treasurer, Drury Gallagher, made
an interest free loan of $2,000 to the Company which has not been repaid as of
the date of this filing.
On
December 28, 2009, pursuant to a loan agreement, the Company borrowed $110,000
from Ian Hague. The terms of the agreement include an annual rate of 10% with
repayment on the sooner of: (1) demand after February 1, 2010; (2) from the
proceeds of any financing the Company; or (3) from the proceeds of the sale of
an interest in any Company property. In addition, if the loan
is not repaid by January 31, 2010, the lender has the right, among other rights
available, to convert the loan plus accrued interest to common shares of the
Company at the price calculable and on the terms of the Global Gold Corporation
2006 Stock Incentive Plan. The lender has the right until this and any
other loans from him are repaid at any time to convert the terms of all or a
portion of this or other loans made to the terms provided to any third party
investor or lender financing the Company. Accrued, but unpaid, interest as
of December 31, 2009 was $90.
As of
December 31, 2009, the Company owes Drury Gallagher, the Company’s Director and
Treasurer, approximately $13,350 for expense reimbursement which bears no
interest.
As of
December 31, 2009, the Company owes unpaid wages of approximately $399,195 to
management. The Company is accruing interest at an annual rate of 9%
on the net of taxes wages owed to management.
None of
the following persons has been indebted to Global Gold or its subsidiaries at
any time since the beginning of 2008: any of our directors or executive
officers; any nominee for election as a director; any member of the immediate
family of any of our directors, executive officers or nominees for director; any
corporation or organization of which any of our directors, executive officers or
nominees is an executive officer or partner or is, directly or indirectly, the
beneficial owner of 10% or more of any class of equity securities (except trade
debt entered into in the ordinary course of business); and any trust or other
estate in which any of the directors, executive officers or nominees for
director has a substantial beneficial interest or for which such person serves
as a trustee or in a similar capacity.
We do not
believe that in any material circumstance either Global Gold or another
corporation or organization is a sole-source supplier to the other with regard
to the any good or service. We also do not believe that in any case the
director, executive officer, or nominee for director receives any compensation
from another corporation or organization that is directly linked to the revenue
or profits of the Global Gold-related business.
PROPOSAL
2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
In
accordance with the Audit Committee Charter, the Audit Committee has selected
appointed Sherb & Co., LLP as our independent auditors for the year ending
December 31, 2010, the Board of Directors has concurred in an advisory capacity
with the selection, and the selection is now being submitted to the stockholders
at the annual meeting for their ratification or rejection. If the
stockholders do not ratify the selection of Sherb & Co., LLP as the
independent auditors, the Audit Committee will reconsider whether to engage
Sherb & Co., LLP, but may ultimately determine to engage that firm or
another audit firm without re-submitting the matter to
stockholders. Even if the stockholders ratify the selection of Sherb
& Co., LLP, the Audit Committee may in its sole discretion terminate the
engagement of Sherb & Co., LLP and direct the appointment of another
independent auditor at any time during the year, although it has no current
intention to do so.
The
following table sets forth the fees that we paid or accrued for the audit and
other services provided by Sherb & Co., LLP
|
Sherb
& Co., LLP
|
|
2008
|
2009
|
Audit
Fees
|
$86,000
|
$82,500
|
Audit-Related
Fees
|
—
|
—
|
Tax
Fees
|
—
|
—
|
All
Other Fees
|
—
|
—
|
Total
|
$86,000
|
$82,500
|
Audit Fees
. This
category includes the audit of our annual financial statements, reviews of
financial statements included in our Quarterly Reports on Form 10-Q, and
services that are normally provided by the independent auditors in connection
with statutory and regulatory filings or engagements for the listed fiscal
years. This category also includes fees for advice on accounting matters that
arose during, or as a result of, the annual audit or the reviews of interim
financial statements.
Audit-Related
Fees
. This category consists of assurance and related services
that are reasonably related to the performance of the audit or review of our
financial statements and are not reported above under "Audit
Fees." The services for the fees disclosed under this category
include benefit plan audits, other accounting consulting, vendor compliance
audits, royalty audits and due diligence services rendered in connection with
acquisitions.
Tax Fees
. This
category consists of professional services primarily in connection with
strategic planning with respect to possible acquisitions.
All Other
Fees
. This category consists of fees for subscriptions and
other miscellaneous items .
Pre-Approval Policies and
Procedures
. In accordance with the Audit Committee Charter, the Audit
Committee reviews and approves in advance on a case-by-case basis each
engagement (including the fees and terms thereof) by us of accountants who will
perform permissible non-audit services or audit, review or attest services for
the Company. The Audit Committee is authorized to establish detailed
pre-approval policies and procedures for pre-approval of such engagements
without a meeting of the Audit Committee, but the Audit Committee has not
established any such pre-approval procedures at this time.
All audit
fees, audit-related fees, tax fees and all other fees of our principal
accountant for 2009 and 2008 were pre-approved by the Audit Committee in
accordance with the Audit Committee Charter and its policy on permissible
non-audit service or audit, review or attest services for the Company to be
provided by its independent auditors, and no such approval was given through a
waiver of such policy for the de minimus amounts or under any of the other
circumstances as prescribed by the Exchange Act.
Representatives
of Sherb & Co., LLP are expected to be present at the Annual
Meeting.
The Board
of Directors hereby requests that the stockholders ratify the appointment of
Sherb & Co., as the independent auditors of the Company.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT
OF SHERB & CO., LLP AS INDEPENDENT AUDITORS
CODE
OF BUSINESS CONDUCT AND ETHICS
On April
4, 2005, the Board of Directors adopted a Code of Ethics (the "Code of Ethics")
as required by the SEC rules, which applies to all of our directors, executive
officers and employees. The Code of Ethics sets forth our commitment
to conduct our business in accordance with the highest standards of business
ethics and to promote the highest standards of honesty and ethical conduct by
our directors, executive officers and employees. A copy of the Code
of Ethics is available on the Company’s website at
www.globalgoldcorp.com.
SOLICITATION
OF PROXIES
The cost
of solicitation of proxies in the form enclosed herewith will be paid by Global
Gold. We expect to pay fees and expenses in the amount of $4,500 to
American Registrar & Transfer Company and Broadridge Financial Solutions for
services in connection with the solicitation of proxies. In addition
to the solicitation of proxies by mail, our directors, officers and employees
may also solicit proxies personally or by telephone without additional
compensation for such activities. We will also request persons, firms and
corporations holding shares in their names or in the names of their nominees,
which are beneficially owned by others, to send proxy materials to and obtain
proxies from such beneficial owners. We will reimburse such holders for their
reasonable expenses.
STOCKHOLDER
PROPOSALS AND DIRECTOR NOMINATIONS FOR 2011
For
stockholder proposals to be included in the Company’s proxy materials relating
to the Annual Meeting of Stockholders to be held in 2011, all applicable
requirements of Rule 14a-8 promulgated under the Exchange Act must be
satisfied. Stockholder who wish to recommend individuals for
consideration to become nominees for election to the Board of Directors must
include sufficient biographical information concerning the recommended
individual, including age; five-year employment history with job titles,
responsibilities, employer names and a description of the employer's business;
whether such individual can read and understand basic financial statements; and
board memberships (if any). Each submission must be accompanied by
contact information for two business references and a signed, written consent of
the individual to stand for election if nominated by the Board of Directors and
to serve if elected by the stockholders. Submissions by stockholders
must be received by the Secretary of the Company at: Global Gold Corporation, 45
East Putnam Avenue, Suite 118, Greenwich, Connecticut 06830, Attn: Drury
Gallagher, Secretary no later than December 26, 2010.
STOCKHOLDER
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Our Board
of Directors believes that it is important to offer stockholders the opportunity
to communicate with our directors. Stockholders who wish to communicate with the
Board may do so by sending written communications addressed to the Board of
Directors, Global Gold Corporation, 45 East Putnam Avenue, Suite 118, Greenwich,
Connecticut 06830. The name of any intended recipient should be noted in the
communication. The Board of Directors has instructed the Secretary, or other
employee designated by the Secretary, to forward correspondence to the intended
recipients; however, the Board of Directors has also instructed the Secretary,
or such employee designated by the Secretary, to review such correspondence and,
in his discretion, not to forward items that are deemed commercial, frivolous or
otherwise inappropriate for consideration by the Board of Directors. In such
cases, correspondence may be forwarded elsewhere for review and possible
response.