in control” of the Company (as defined in such agreement). The Committee may require medical evidence of permanent disability, including medical examinations by physicians selected by it. Unless and to the extent otherwise provided in the agreement, shares of restricted stock shall be forfeited and revert to the Company upon the recipient’s termination of directorship, employment or consultancy during the Restriction Period for any reason other than death, permanent disability, as determined by the Committee, retirement after attaining both 59 1/2 years of age and five years of continuous service with the Company and/or a subsidiary or division, or, to the extent provided in the agreement, a “change in control” of the Company (as defined in such agreement), except to the extent the Committee, in its sole discretion, finds that such forfeiture might not be in the best interests of the Company and, therefore, waives all or part of the application of this provision to the restricted stock held by such recipient. Certificates for restricted stock shall be registered in the name of the recipient but shall be imprinted with the appropriate legend and returned to the Company by the recipient, together with a stock power endorsed in blank by the recipient. The recipient shall be entitled to vote shares of restricted stock and shall be entitled to all dividends paid thereon, except that dividends paid in common stock or other property shall also be subject to the same restrictions.
(b) Restricted Stock shall become free of the foregoing restrictions upon expiration of the applicable Restriction Period and the Company shall then deliver to the recipient common stock certificates evidencing such stock. Restricted stock and any common stock received upon the expiration of the restriction period shall be subject to such other transfer restrictions and/or legend requirements as are specified in the applicable agreement.
(a) In lieu of cash bonuses otherwise payable under the Company’s or applicable division’s or subsidiary’s compensation practices to employees and consultants eligible to participate in the Plan, the Committee, in its sole discretion, may determine that such bonuses shall be payable in unrestricted common stock or partly in unrestricted common stock and partly in cash. Such bonuses shall be in consideration of services previously performed and as an incentive toward future services and shall consist of shares of unrestricted common stock subject to such terms as the Committee may determine in its sole discretion. The number of shares of unrestricted common stock payable in lieu of a bonus otherwise payable shall be determined by dividing such bonus amount by the fair market value of one share of common stock on the date the bonus is payable, with fair market value determined as of such date.
(b) In lieu of salaries and fees otherwise payable by the Company to employees, attorneys and consultants eligible to participate in the Plan that were incurred for services rendered during, prior or after the year of 2015, the Committee, in its sole discretion, may determine that such unpaid salaries and fees shall be payable in unrestricted common stock or partly in unrestricted common stock and partly in cash. Such awards shall be in consideration of services previously performed and as an incentive toward future services and shall consist of shares of unrestricted common stock subject to such terms as the Committee may determine in its sole discretion. The number of shares of unrestricted common stock payable in lieu of a salaries and fees otherwise payable shall be determined by dividing each calendar month of unpaid salary or fee amount by the average trading value of the common stock for the calendar month during which the subject services were provided.
The Committee, in granting options or warrants hereunder, shall have discretion to determine whether or not options or warrants shall include a right of relinquishment as hereinafter provided. The Committee shall also have discretion to determine whether an option or warrant agreement evidencing an option or warrant initially granted by the Committee without a right of relinquishment shall be amended or supplemented to include such a right of relinquishment. Neither the Committee nor the Company shall be under any obligation or incur any liability to any person by reason of the Committee’s refusal to grant or include a right of relinquishment in any option or warrant granted hereunder or in any option or warrant agreement evidencing the same. Subject to the Committee’s determination in any case that the grant by it of a right of relinquishment is consistent, any option or warrant granted under the Plan, and the option or warrant agreement evidencing such option or warrant, may provide.
The Committee shall have sole discretion to consent to or disapprove, and neither the Committee nor the Company shall be under any liability by reason of the Committee’s disapproval of, any election by a holder of preferred stock to relinquish such preferred stock in whole or in part as provided in Paragraph 7(a), except that no such consent to or approval of a relinquishment shall be required under the following circumstances. Each Participant who is subject to the short-swing profits recapture provisions of Section 16(b) of the Exchange Act (“Covered Participant”) shall not be entitled to receive shares of common stock when options or warrants are relinquished during any window period commencing on the third business day following the Company’s release of a quarterly or annual summary statement of sales and earnings and ending on the twelfth business day following such release (“Window Period”). A Covered Participant shall be entitled to receive shares of common stock upon the relinquishment of options or warrants outside a Window Period.
No right of relinquishment may be exercised after the initial award of any option or warrant containing, or the amendment or supplementation of any existing option or warrant agreement adding the right of relinquishment, unless such right of relinquishment is effective upon the Participant’s death, disability or termination of his relationship with the Company for a reason other than “for cause.”
Grant of convertible preferred stock
The Committee shall have sole and absolute discretionary authority (i) to determine, authorize, and designate those persons pursuant to the Plan who are to receive restricted preferred stock, or unrestricted preferred stock under the Plan, and (ii) to determine the number of shares of common stock to be issued upon conversion of such shares of preferred stock and the terms thereof. The Committee shall thereupon grant shares of preferred stock in accordance with such determinations as evidenced by a written preferred stock designation. Subject to the express provisions of the Plan, the Committee shall have discretionary authority to prescribe, amend and rescind rules and regulations relating to the Plan, to interpret the Plan, to prescribe and amend the terms of the preferred stock designation (which need not be identical) and to make all other determinations deemed necessary or advisable for the administration of the Plan.
Each series of preferred stock granted under the Plan shall be evidenced by a designation in the form for filing with the Secretary of State of the state of incorporation of the Company, containing such terms as approved by the Committee, which shall be subject to the following express terms and conditions and to such other terms and conditions as the Committee may deem appropriate:
(i) The number of shares of common stock issuable upon conversion of each share of preferred stock granted pursuant to the Plan shall be determined by the Committee at the time the preferred stock is granted. The conversion ration may be determined by reference to the fair market value of each share of common stock on the date the preferred stock is granted, or at such other price as the Committee in its sole discretion shall determine.
(ii) The Committee may provide in the preferred stock agreement that an preferred stock may be converted in whole, immediately, or is to be convertible in increments. In addition, the Committee may provide that the conversion of all or part of the preferred stock is subject to specified performance by the Participant.
(iii) Shares of preferred stock shall be converted in the manner specified in the preferred stock designation. The notice of conversion shall specify the address to which the certificates for such shares are to be mailed. A Participant shall be deemed to be a stockholder with respect to shares covered by preferred stock on the date specified in the preferred stock agreement. As promptly as practicable, the Company shall deliver to the Participant or other holder of the warrant, certificates for the number of shares with respect to which such preferred stock has been so converted, issued in the holder’s name or such other name as holder directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates with a carrier for overnight delivery, addressed to the holder at the address specified pursuant to this Section 6(d).
(iv) Awards of restricted preferred stock under the Plan shall be subject to all the applicable provisions of the Plan, including the following terms and conditions, and to such other terms and conditions not inconsistent therewith, as the Committee shall determine:
(A) Awards of restricted preferred stock may be in addition to or in lieu of preferred stock grants. Awards may be conditioned on the attainment of particular performance goals based on criteria established by the Committee at the time of each award of restricted preferred stock. During a period set forth in the agreement (the “Restriction Period”), the recipient shall not be permitted to sell, transfer, pledge, or otherwise encumber the shares of restricted preferred stock. Shares of restricted preferred stock shall become free of all restrictions if during the Restriction Period, (i) the recipient dies, (ii) the recipient’s directorship, employment, or consultancy terminates by reason of permanent disability, as determined by the Committee, (iii) the recipient retires after attaining both 59 1/2 years of age and five years of continuous service with the company and/or a division or subsidiary, or (iv) if provided in the agreement, there is a “change in control” of the company (as defined in such agreement). The Committee may require medical evidence of permanent disability, including medical examinations by physicians selected by it. Unless and to the extent otherwise provided in the agreement, shares of restricted preferred stock shall be forfeited and revert to the company upon the recipient’s termination of directorship, employment or consultancy during the Restriction Period for any reason other than death, permanent disability, as determined by the Committee, retirement after attaining both 59 1/2 years of age and five years of continuous service with the company and/or a subsidiary or division, or, to the extent provided in the agreement, a “change in control” of the Company (as defined in such agreement), except to the extent the Committee, in its sole discretion, finds that such forfeiture might not be in the best interests of the Company and, therefore, waives all or part of the application of this provision to the restricted preferred stock held by such recipient. Certificates for restricted preferred stock shall be
- 19 -
registered in the name of the recipient but shall be imprinted with the appropriate legend and returned to the Company by the recipient, together with a preferred stock power endorsed in blank by the recipient. The recipient shall be entitled to vote shares of restricted preferred stock and shall be entitled to all dividends paid thereon, except that dividends paid in common stock or other property shall also be subject to the same restrictions.
(B) Restricted preferred stock shall become free of the foregoing restrictions upon expiration of the applicable Restriction Period and the Company shall then deliver to the recipient common stock certificates evidencing such stock. Restricted preferred stock and any common stock received upon the expiration of the restriction period shall be subject to such other transfer restrictions and/or legend requirements as are specified in the applicable agreement.
(v) No Participant shall have any rights as a stockholder with respect to shares covered by an preferred stock until the preferred stock is converted as provided in clause (b)(iii) above.
(vi) Except as hereinbefore expressly provided, (i) the issuance by the Company of shares of stock or any class of securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the conversion of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, (ii) the payment of a dividend in property other than common stock or (iii) the occurrence of any similar transaction, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of common stock subject to preferred stock theretofore granted, unless the Committee shall determine, in its sole discretion, that an adjustment is necessary to provide equitable treatment to Participant. Notwithstanding anything to the contrary contained in the Plan, the Committee may, in its sole discretion, accelerate the time at which any preferred stock may be converted, including, but not limited to, upon the occurrence of the events specified in this Section 7(xiv).
Amendments or termination
The Board may amend, alter or discontinue the Plan, but no amendment or alteration shall be made which would impair the rights of any Participant, without his consent, under any option, warrant or preferred stock theretofore granted.
Compliance with other laws and regulations
The Plan, the grant and exercise of options or warrants and grant and conversion of preferred stock thereunder, and the obligation of the Company to sell and deliver shares under such options, warrants or preferred stock, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any governmental or regulatory agency as may be required. The Company shall not be required to issue or deliver any certificates for shares of common stock prior to the completion of any registration or qualification of such shares under any federal or state law or issuance of any ruling or regulation of any government body which the Company shall, in its sole discretion, determine to be necessary or advisable.
Purchase for investment
Unless the options, warrants, shares of convertible preferred stock and shares of common stock covered by the Plan have been registered under the Securities Act of 1933, as amended, or the Company has determined that such registration is unnecessary, each person acquiring or exercising an option or warrant under the Plan or converting shares of preferred stock may be required by the Company to give a representation in writing that he or she is acquiring such option or warrant or such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of any part thereof.
Tax information
(a) The Company may make such provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with any options, warrants or preferred stock granted under the Plan.
(b) Notwithstanding the terms of Paragraph 11(a), any Participant may pay all or any portion of the taxes required to be withheld by the Company or paid by him or her in connection with the exercise of a nonqualified option or warrant or conversion of preferred stock by electing to have the Company withhold shares of common stock, or by delivering previously owned shares of common stock, having a fair market value, determined in accordance with Paragraph 5(d)(ii), equal to the amount required to be withheld or paid. A Participant must make the foregoing election on or before the date that the amount of tax to be withheld is determined (“Tax Date”). All such elections are irrevocable and subject to disapproval by the Committee. Elections by Covered Participants are subject to the following additional restrictions: (i) such election may not be made within six months of the grant of an option or warrant, provided that this limitation shall not apply in the event of death or disability, and (ii) such election must be made either six months or more prior to the Tax Date or in a Window Period. Where the Tax Date in respect of an option or warrant is deferred until six months after
- 20 -
exercise and the Covered Participant elects share withholding, the full amount of shares of common stock will be issued or transferred to him upon exercise of the option or warrant, but he or she shall be unconditionally obligated to tender back to the Company the number of shares necessary to discharge the Company’s withholding obligation or his estimated tax obligation on the Tax Date.
Replacement of options, warrants and preferred stock
The Committee from time to time may permit a Participant under the Plan to surrender for cancellation any unexercised outstanding option or warrant or unconverted Preferred stock and receive from the Company in exchange an option, warrant or preferred stock for such number of shares of common stock as may be designated by the Committee. The Committee may, with the consent of the holder of any outstanding option, warrant or preferred stock, amend such option, warrant or preferred stock, including reducing the exercise price of any option or warrant to not less than the fair market value of the common stock at the time of the amendment, increasing the conversion ratio of any preferred stock and extending the exercise or conversion term of and warrant, option or preferred stock.
Effectiveness and expiration of Plan
The Plan was effective on March 27, 2012, the date the board adopted the plan. The plan shall expire ten years after the date the board approved the plan and thereafter no option, warrant or preferred stock shall be granted pursuant to the plan.
Non-exclusivity of the Plan
Neither the adoption by the Board nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation, the granting of restricted stock or stock options, warrants or preferred stock otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.
Governing law
The Plan and any agreements hereunder shall be interpreted and construed in accordance with the laws of the state of incorporation of the Company and applicable federal law.
Cashless exercise
The Committee also may allow cashless exercises as permitted under Federal Reserve Board’s Regulation T, subject to applicable securities law restrictions or by any other means which the Committee determines to be consistent with the Plan’s purpose and applicable law. The proceeds from such a payment shall be added to the general funds of the Company and shall be used for general corporate purposes.
Required vote
The affirmative vote of a majority of votes cast at the special meeting is required to ratify the 2012 Stock Plan for Directors, Officers and Consultants. Abstentions will not be counted in determining the number of votes cast, and thus will not affect the voting results of this proposal.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”
RATIFICATION OF 2012 STOCK PLAN FOR DIRECTORS, OFFICERS AND CONSULTANTS.
PROPOSAL VI — TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
We do not know of any other matters that will be considered at the special meeting. If, however, any other appropriate business should properly come before the meeting, or any postponement thereof, the board will have discretionary authority to vote according to its best judgment.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”
TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING, OR ANY POSTPONEMENT THEREOF.
- 21 -
DIRECTORS AND EXECUTIVE OFFICERS
The business background of our director and chief executive officer is included in the Annual Report on Form 10-K for the year ended January 31, 2015, which we filed with the Securities and Exchange Commission and posted on our website on the 18th day of May 2015. The Annual Report is incorporated herein by reference and is available on the SEC web site: www.sec.gov .
| | | | |
NAME
|
| AGE
|
| POSITION
|
Christopher Brown
8875 Hidden River Parkway, Suite 300, Tampa, Florida 34243
|
| 42
|
| President; Secretary/Treasurer; Principal Executive Officer; Principal Financial Officer and sole member of the board of directors
|
Christopher Brown has served as Chief Executive Officer, President, and Director since August 15, 2014 when he was elected to replace Sydney Jim who resigned all positions on the same day. There was no disagreement between the Company and Mr. Jim at the time of his resignation and the resignation and election was not pursuant to any arrangement or understanding with a person or persons acquiring securities.
Mr. Brown was chosen because of his experience in branding and product launches. From 2007 to 2010, Mr. Brown was the founder of Advanced Geothermal Systems, a company which created geo-exchange systems for luxury homes and businesses. From 2010 until 2014, Mr. Brown was the founder of PurLife Distributors, which creates anti-microbial surface protection programs for multiple verticals from automotive to sports teams. Mr. Brown received a degree in political science from the University of Victoria in Canada.
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awards to, earned by, or paid to our named executive officer for all service rendered in all capacities to us for the fiscal years ended January 31, 2015, 2014 and 2013.
| | | | | | | | | | | | | | | | | | |
Name and Principal Position
|
| Fiscal Year
|
| Salary
($)
|
| Bonus
($)
|
| Stock Awards ($)
|
| Option Awards ($)
|
| Non-Equity Incentive Plan Compensation ($)
|
| Nonqualified Deferred Compensation ($)
|
| All Other Compensation ($)
|
| Total
($)
|
Christopher Brown
CEO and Chairman of the Board
|
| 2015
2014
2013
|
| $ 31,172
—
—
|
| $ —
—
—
|
| $ —
—
—
|
| $ —
—
—
|
| $ —
—
—
|
| $ —
—
—
|
| $ —
—
—
|
| $ 31,172
—
—
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sydney Jim
Former CEO and Chairman of the Board
|
| 2015
2014
2013
|
| $ 65,000
105,000
—
|
| —
—
—
|
| —
—
—
|
| —
—
—
|
| —
—
—
|
| —
—
—
|
| —
—
—
|
| $ 65,000
105,000
—
|
|
| |
| |
| | | |
| |
| |
| |
| |
| |
Cindy Morrissey, Former CEO and Chairman of the Board
|
| 2015
2014
2013
|
| $ —
30,000
62,500
|
| —
—
—
|
| —
—
—
|
| —
—
—
|
| —
—
—
|
| —
—
—
|
| —
—
—
|
| $ —
30,000
62,500
|
| | | | | | | | | | | | | | | | | | |
Michael-Shane Henderson, Former CEO and Chairman of the Board
| | 2015
2014
2013
| | $ —
—
56,385
| | —
—
—
| | —
—
—
| | —
—
—
| | —
—
—
| | —
—
—
| | —
—
—
| | $ —
—
56,385
|
There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers other than as described herein.
- 22 -
OUTSTANDING EQUITY AWARDS AT JANUARY 31, 2015
| | | | | | | | | | | | | | | | | | |
|
| Option Awards
|
| Stock Awards
|
Name
|
| Number of Securities Underlying Unexercised Options (#) Exercisable
|
| Number of Securities Underlying Unexercised Options (#) Unexercisable
|
| Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
|
| Option Exercise Price ($)
|
| Option Expiration Date
|
| Number of Shares of Stock That Have Not Vested (#)
|
| Market Value of Shares of Stock That Have Not Vested ($)
|
| Equity Incentive Plan Awards: Number of Unearned Shares or Other Rights That Have Not Vested (#)
|
| Equity Incentive Plan Awards: market or Payout Value of Unearned Shares or Other Rights That Have Not Vested ($)
|
Christopher Brown
|
| —
|
| —
|
| —
|
| —
|
| —
|
| —
|
| —
|
| —
|
| —
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sydney Jim
|
| —
|
| —
|
| —
|
| —
|
| —
|
| —
|
| —
|
| —
|
| —
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cindy Morrissey
|
| —
|
| —
|
| —
|
| —
|
| —
|
| —
|
| —
|
| —
|
| —
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Shane Henderson
|
| —
|
| —
|
| —
|
| —
|
| —
|
| —
|
| —
|
| —
|
| —
|
On March 27, 2012, we approved our 2012 Stock Plan for Directors, Officers and Consultants (the “2012 Plan”). The 2012 Plan authorized the issuance of 6,000,000 shares of our common stock for directors, officers, and employees (including consultants meeting the definition of “employee” under Rule 405 promulgated under the Securities Act). Pursuant to the 2012 Stock Plan, we registered 6,000,000 shares of common stock with the SEC on Form S-8 filed on April 16, 2012.
We have not granted any awards or options to our principal executive officers or directors pursuant to the 2012 Stock Plan.
Employment agreement
Mr. Christopher Brown, our Chief Executive Officer and sole member of the Board, is paid $60,000 per year for his services to the Company. He does not have a written employment agreement with the Company. He receives no other compensation other than the salary described above.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of shares of our common stock as of July 30, 2015 by (i) each of our directors and executive officers, individually and as a group, and (ii) each person known to our management to be the beneficial owner of more than 5% of the outstanding shares of our common stock.
| | | | | |
Name and Address of Beneficial Owner:
|
| Shares Beneficially Owned(1)
|
| Percent(1)
|
|
5% Stockholders:
|
|
|
|
|
|
Boxcar Transportation Corp.
65 East Street
House No. 35
Panama City, Panama
|
| 4,349,500
|
| 8.2
| %
|
Directors and Executive Officers:
|
|
|
|
|
|
Christopher Brown (2)
8875 Hidden River Parkway, Suite 300, Tampa, Florida 34243
|
| nil
|
| 0.0
| %
|
All executive officers and directors as a group (1 person)
|
| nil
|
| 0.0
| %
|
- 23 -
| |
(1)
| Beneficial ownership is determined in accordance with SEC rules. The percentage of shares beneficially owned is based on 52,724,401 shares of our common stock outstanding as of July 30, 2015 .
|
(2)
| Mr. Brown is the sole officer and director.
|
Section 16(a) beneficial ownership reporting compliance
Section 16(a) of the Exchange Act requires our officers, directors and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. These officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) reports they file. Our sole officer and director owns none of our common stock. Therefore, our officer and director is not required to comply with Section 16(a) filing requirements. However, we are aware that Eaton Central America, a holder of more than 10% of our common stock, has not complied with Section 16(a) filing requirements.
RELATED PARTY TRANSACTIONS
As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in our Proxy Statement.
We maintain policies and procedures for the review, approval or ratification of transactions between directors or members of their immediate families and the Company. Our policy, contained in our Code of Ethics, requires that any transaction in which a director or executive officer (or an immediate family member) has an interest that is in conflict or potential conflict with the interests of the Company shall be prohibited, unless unanimously approved by the board of directors.
ADDITIONAL INFORMATION
Stockholder proposals and nominations for director for the 2016 annual meeting
Stockholder proposals intended for inclusion in next year’s proxy materials related to the 2016 annual meeting of stockholders pursuant to SEC Rule 14a-8 must be received at the Company’s principal executive offices within a reasonable time after we announce the date and time of the annual meeting and before we begin to print and send our proxy materials related to the 2016 annual meeting. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in Company-sponsored proxy materials. Stockholder proposals should be addressed to:
Neutra Corp.
8875 Hidden River Parkway, Suite 300,
Tampa, Florida 34243
Attention: Christopher Brown, President and CEO
If a stockholder wishes to present a proposal before the special meeting covered by this proxy statement, but does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, such stockholder must also give written notice to the company at the address noted above. We must receive such notice no later than no later than March 31, 2016. If a stockholder fails to provide timely notice of a proposal to be presented at the special meeting, the proxies designated by our board of directors will have discretionary authority to vote on any such proposal.
Our Nevada articles of incorporation also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our Nevada articles of incorporation provide that the only business that may be conducted at an annual meeting is business that is either (i) specified in the Company’s notice of meeting (or any supplement thereto) given by or at the direction of our board of directors, (ii) otherwise properly brought before the annual meeting by or at the direction of our board of directors or (iii) otherwise properly brought before the annual meeting by any stockholder of the Company (x) who is a stockholder of record on the date of the giving of the notice provided for in our bylaws and on the record date for the determination of stockholders entitled to vote at such annual meeting and (y) who complies with the notice procedures set forth in our articles of incorporation. To be timely for our 2016 annual meeting of stockholders, our chief executive officer must receive the written notice at our principal executive offices:
| | |
| ·
| no earlier than the opening of business on November 2, 2016; and
|
| | |
| ·
| no later than the close of business on November 30, 2016
|
- 24 -
In the event the date of the 2016 annual meeting is more than 30 days before or after December 31, 2016, any nominations or proposals must be delivered to, or mailed and received at, the Company’s principal executive offices not earlier than the 60 th day before the date of the 2016 annual meeting and not later than the later of the 30 th day prior to the 2016 annual meeting or, if less than forty days notice of the meeting is given to stockholders, the close of business on the 10 th day following the day on which the first public disclosure of the date of the 2016 annual meeting was made.
Householding
We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we may deliver a single copy of our proxy materials to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Upon written or oral request, we will deliver promptly a separate copy of our proxy materials to any stockholder at a shared address to which we delivered a single copy of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of our proxy materials, such stockholder may contact us at the following address or phone number:
Neutra Corp.
8875 Hidden River Parkway, Suite 300
Tampa, Florida 34243
Attention: Christopher Brown, President and CEO
Telephone: (850) 269-7267
Stockholders who beneficially own shares of our common stock held in street name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.
Other matters that may come before the special meeting
We do not know of any matters other than those stated above which are to be brought before the special meeting. However, if any other matters should be properly presented for consideration and voting, it is the intention of the persons named in the proxy to vote on those matters in accordance with their judgment.
Obtaining Copies of the Company’s 2015 Form 10-K
STOCKHOLDERS OF THE COMPANY MAY OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 31, 2015 BY SENDING A WRITTEN REQUEST FOR THE 2015 FORM 10-K TO INVESTOR RELATIONS, NEUTRA CORP., 8875 HIDDEN RIVER PARKWAY, SUITE 300, TAMPA, FLORIDA 34243.
By Order of the board of directors
Neutra Corp.
Tampa, Florida
July 31, 2015
- 25 -
EXHIBIT A
FORM OF PLAN AND AGREEMENT OF MERGER
OF
NEUTRA CORP.
(a Florida Corporation)
AND
NEUTRA CORP.
(a Nevada Corporation)
PLAN AND AGREEMENT OF MERGER by and between NEUTRA CORP., a Florida corporation (“Neutra Florida”), and NEUTRA CORP., a Nevada corporation (“Neutra Nevada”).
WHEREAS, Neutra Florida is a business corporation of the State of Florida with its registered office therein located at 5011 South State Road 7, Suite 106, Davie, Florida 33314; and
WHEREAS, the total number of shares of stock which Neutra Florida has authority to issue is 100,000,000 shares of common stock, $.0001 par value per share; and
WHEREAS, Neutra Nevada is a business corporation of the State of Nevada with its registered office therein located at 1645 Village Center Circle, Suite 170, Las Vegas, Nevada 89134; and
WHEREAS, the total number of shares of stock which Neutra Nevada has authority to issue is 500,000,000, of which 480,000,000 are common stock, $.001 par value per share, and 20,000,000 are preferred stock, $.001 par value per share; and
WHEREAS, the Florida Business Corporations Act permits a merger of a business corporation of the State of Florida with and into a business corporation of another jurisdiction; and
WHEREAS, the Revised Statutes the State of Nevada permits the merger of a business corporation of another jurisdiction with and into a business corporation of the State of Nevada; and
WHEREAS, Neutra Florida and Neutra Nevada and the respective Boards of Directors thereof declare it advisable and to the advantage, welfare, and best interests of said corporations and their respective stockholders to merge Neutra Florida with and into Neutra Nevada pursuant to the provisions of the Florida General Corporation Law and pursuant to the provisions of the Revised Statutes of the State of Nevada upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual agreement of the parties hereto hereby determine and agree as follows.
ARTICLE I
MERGER
1.1. CONSTITUENT CORPORATIONS. The name, address and jurisdiction of organization of each of the constituent corporations are set forth in the recitals above.
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1.2. SURVIVING CORPORATION. Neutra Nevada shall be the surviving corporation. The principal place of business, Articles of Incorporation, bylaws, officers and directors of Neutra Nevada shall survive the merger without amendment or revision and be the principal place of business, Articles of Incorporation, bylaws, officers and directors of the surviving corporation.
1.3. MERGER. On the Effective Date (as hereinafter set forth) and subject to the terms and conditions of this Agreement, the applicable provisions of the Florida Business Corporations Act (“Florida Law”), and the applicable provisions of Title 7, Chapter 78 of the Nevada Revised Statutes (“Nevada Law”), Neutra Florida is merged with and into Neutra Nevada. The separate existence of Neutra Florida shall cease on and after the Effective Date.
ARTICLE II
EXCHANGE AND CONVERSION OF SHARES
2.1. CONVERSION OF CAPITAL STOCK. On the Effective Date, each 50 issued and outstanding share of the common stock, $.0001 par value per share, of Neutra Florida shall be converted into the right to receive one fully paid and non-assessable share of the common stock, $.001 par value per share, of Neutra Nevada.
2.2. FRACTIONAL SHARES. No fractional shares or script representing fractional shares shall be issued by Neutra Nevada as a result of the merger and no shareholder will own less than five shares. Each fractional share that would otherwise result from the merger shall be cancelled and returned to the authorized and unissued capital stock of Neutra Nevada and one full share of Neutra Nevada common stock, $.001 par value per share, shall be issued in its place. The necessary number of whole shares will be issued such that no shareholder will own less than five shares.
2.3. NO MANDATORY EXCHANGE. Notwithstanding the provisions of NRS 78.250, any certificate representing shares of the common stock, $.0001 par value per share of Neutra Florida shall be surrendered to Neutra Nevada for cancellation and exchanged for certificates representing shares of Neutra Nevada common stock, $.001 par value per share. Any stock represented by certificates that have not been so surrendered and exchanged shall be entitled to notice of and vote on any matters on which the shareholders of Neutra Nevada are entitled to vote and shall be entitled to receive any distributions on Neutra Nevada capital stock.
2.4. CANCELLATION OF EXISTING SHARES. On the Effective date, each share of the common stock, $.001 par value per share, of Neutra Nevada outstanding immediately prior to the merger shall be cancelled and returned to the authorized and unissued capital stock of Neutra Nevada.
ARTICLE III
ADDITIONAL COVENANTS AND AGREEMENTS
3.1. SUBMISSION TO SERVICE IN FLORIDA. Neutra Nevada agrees that it may be served with process in the State of Florida in any proceeding for enforcement of any obligation of Neutra Nevada arising from this merger, including any suit or other proceeding to enforce the rights of any stockholders as determined in appraisal proceedings pursuant to the provisions of Section 607.1321 of the Florida Business Corporations Act, and irrevocably appoints the Secretary of State of Florida as its agent to accept services of process in any such suit or proceeding.
3.2. COOPERATION. This Agreement has been approved and adopted by the stockholders of Neutra Florida in accordance with Florida Law. Therefore, the parties hereto agree that they will cause to be executed and filed and recorded any document or documents prescribed by Florida Law or Nevada Law, and that they will cause to be performed all necessary acts within the State of Florida and the State of Nevada and elsewhere to effectuate the merger herein provided for.
3.3. ADDITIONAL ASSURANCES. Neutra Florida hereby appoints the officers and directors, each acting alone, as its true and lawful attorneys in fact to do any and all acts and things, and to make, execute, deliver, file, and record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Agreement or of the merger herein provided for.
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ARTICLE IV
EFFECTIVE DATE
4.1. EFFECTIVE DATE. The effective date in the State of Florida and the State of Nevada, shall be on the date of the last to occur:
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| the first day after the duly recorded affirmative stockholder votes that authorized the merger in accordance with applicable law;
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| the first day after the 20th day after the date of mailing a Proxy Statement in compliance with the provisions of Section 14(c) of the Securities Exchange Act of 1934;
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| the filing and acceptance of articles of merger with the Secretary of State of Florida in accordance with Florida Law or at such later time as is agreed to by the parties hereto and specified in the certificate of merger; or
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| the filing and acceptance of articles of merger with the Secretary of State of Nevada in accordance with Nevada Law or at such later time as is agreed to by the parties hereto and specified in the certificate of merger.
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4.2. TERMINATION. Notwithstanding the full approval and adoption of this Agreement, the said Agreement may be terminated by either party at any time prior to the Effective Date.
4.3. AMENDMENT. Notwithstanding the full approval and adoption of this Agreement, this Agreement may be amended at any time and from time to time prior to the Effective Date except that, without the approval of the stockholders of Neutra Florida and the stockholders of Neutra Nevada, no such amendment may (a) change the rate of exchange for any shares of Neutra Florida or the types or amounts of consideration that will be distributed to the holders of the shares of stock of Neutra Florida; (b) change any term of the Articles of Incorporation of Neutra Nevada; or (c) adversely affect any of the rights of the stockholders of Neutra Florida or Neutra Nevada.
ARTICLE V
MISCELLANEOUS
5.1. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which may have different signatures and be signed at different times. When all parties have signed at least one counterpart, each counterpart shall be deemed complete and shall constitute the same instrument.
5.2. ENTIRE AGREEMENT. This Agreement is intended by the parties to be the final expression of their agreement with respect to the matter set forth herein and is intended to contain all of the terms of such agreement without the need to refer to other documents. There are no other understandings, written or oral, among the parties with respect to the matter set forth herein.
5.3. AMENDMENT. This Agreement may not be amended except by a written instrument signed by the parties hereto.
IN WITNESS WHEREOF, this Agreement is hereby executed upon behalf of each of the parties thereto this ___ day of July, 2015.
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NEUTRA CORP.
A Florida corporation
By: ___________________________
Christopher Brown
President and CEO
| NEUTRA CORP.
A Nevada corporation
By: ___________________________
Christopher Brown
President and CEO
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EXHIBIT B
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EXHIBIT A
TO
ARTICLES OF INCORPORATION
ARTICLE I
NAME
The name of the Corporation is Neutra Corp. (hereinafter, the “Corporation”).
ARTICLE II
REGISTERED OFFICE AND AGENT
The name of the Corporation’s registered agent in the State of Nevada is VCorp Services, LLC, and the street address of the said registered agent where process may be served on the Corporation is 1645 Village Center Circle, Suite 170, Las Vegas, Nevada 89134. The mailing address and the street address of the said registered agent are identical.
ARTICLE III
POWERS
The purpose for which the Corporation is organized is to transact all lawful business for which corporations may be incorporated pursuant to the laws of the State of Nevada. The Corporation shall have all the powers of a corporation organized under the Revised Statutes of the State of Nevada.
ARTICLE IV
TERM
The Corporation is to have perpetual existence.
ARTICLE V
CAPITAL STOCK
Number and Designation . The total number of shares of all classes that this Corporation shall have authority to issue shall be 500,000,000, of which 480,000,000 shall be shares of common stock, par value $0.001 per share, and 20,000,000 shall be shares of preferred stock, par value $0.001 per share. The shares may be issued by the Corporation from time to time as approved by the board of directors of the Corporation without the approval of the stockholders except as otherwise provided in this Article V or the rules of a national securities exchange if applicable. The consideration for subscriptions to, or the purchase of, the capital stock to be issued by the corporation shall be paid in such form and in such manner as the board of directors shall determine. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration shall be conclusive. The capital stock so issued shall be deemed to be fully paid and nonassessable stock upon receipt by the corporation of such consideration. In the case of a stock dividend, the part of the surplus of the Corporation which is transferred to stated capital upon the issuance of shares as a stock dividend shall be deemed to be the consideration for their issuance.
A description of the different classes and series (if any) of the Corporation’s capital stock, and a statement of the relative powers, designations, preferences and rights of the shares of each class and series (if any) of capital stock, and the qualifications, limitations or restrictions thereof, are as follows:
Designated common stock . Shares of common stock not at the time designated as shares of a particular series pursuant to this Article V or any other provision of these Articles of Incorporation may be issued from time to time in one or more designated series. The board of directors may determine, in whole or in part, the preferences, voting powers, qualifications and special or relative rights or privileges of any such series before the issuance of any shares of that series. The board of directors shall determine the number of shares constituting each series of common stock and each series shall have a distinguishing designation.
Undesignated common stock . Shares of common stock not at the time designated as shares of a particular series, pursuant to this Article V or any other provision of these Articles of Incorporation may be issued from time to time without any distinctive designation. Such undesignated common stock is referred to herein as “common stock”. Except as provided in these Articles or the designation of any series or class of capital stock, the holders of the common stock shall exclusively possess all voting power. Subject to the provisions of these Articles, each holder of
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shares of common stock shall be entitled to one vote for each share held by such holder. The term “common stock” shall mean all shares now or hereafter authorized of any class of common stock of the Corporation.
Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class or series of stock having preference over the common stock as to the payment of dividends, the full amount of dividends and sinking fund or retirement fund or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock, and on any class or series of stock entitled to participate therewith as to dividends, out of any assets legally available for the payment of dividends, but only when and as declared by the board of directors of the Corporation.
In the event of any liquidation, dissolution or winding up of the Corporation, after there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class having preference over the common stock in any such event, the full preferential amounts to which they are respectively entitled, the holders of the common stock and of any class or series of stock entitled to participate therewith, in whole or in part, as to distribution of assets shall be entitled, after payment or provision for payment of all debts and liabilities of the Corporation, to receive the remaining assets of the Corporation available for distribution, in cash or in kind.
Each share of undesignated common stock shall have the same relative powers, preferences and rights as, and shall be identical in all respects with, all the other shares of common stock of the Corporation.
Serial Preferred Stock . Shares of Preferred Stock not at the time designated as shares of a particular series pursuant to this Article V or any other provision of these Articles of Incorporation may be issued from time to time in one or more additional series. The board of directors may determine, in whole or in part, the preferences, voting powers, qualifications and special or relative rights or privileges of any such series before the issuance of any shares of that series. The board of directors shall determine the number of shares constituting each series of Preferred Stock and each series shall have a distinguishing designation. Each share of each series of serial preferred stock shall have the same relative powers, preferences and rights as, and shall be identical in all respects with, all the other shares of the Corporation of the same series, except the times from which dividends on shares which may be issued from time to time of any such series may begin to accrue.
ARTICLE VI
PREEMPTIVE RIGHTS
No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series, or any unissued bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock or carrying any right to purchase stock may be issued pursuant to resolution of the board of directors of the Corporation to such persons, firms, corporations or associations, whether or not holders thereof, and upon such terms as may be deemed advisable by the board of directors in the exercise of its sole discretion.
ARTICLE VII
DIRECTORS
(a) Number; Vacancies . The number of directors of the Corporation shall be such number, not less than one nor more than 15 (exclusive of directors, if any, to be elected by holders of preferred stock of the Corporation), as shall be provided from time to time in a resolution adopted by the board of directors, provided that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director, and provided further that no action shall be taken to decrease or increase the number of directors from time to time unless at least two-thirds of the directors then in office shall concur in said action. Exclusive of directors, if any, elected by holders of preferred stock, vacancies in the board of directors of the Corporation, however caused, and newly created directorships shall be filled by a vote of two-thirds of the directors then in office, whether or not a quorum, and any director so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of the class to which the director has been chosen expires and when the director’s successor is elected and qualified. The board of directors shall be classified in accordance with the provisions of Section (b) of this Article VII.
(b) Classified Board . The board of directors of the Corporation (other than directors which may be elected by the holders of preferred stock) shall be divided into three classes of directors which shall be designated Class I, Class II and Class III. Such classes shall be as nearly equal in number as the then total number of directors constituting the entire board of directors shall permit, exclusive of directors, if any, elected by holders of preferred
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stock, with the terms of office of all members of one class expiring each year. Should the number of directors not be equally divisible by three, the excess director or directors shall be assigned to Classes I or II as follows: (1) if there shall be an excess of one directorship over the number equally divisible by three, such extra directorship shall be classified in Class I; and (2) if there be an excess of two directorships over a number equally divisible by three, one shall be classified in Class I and the other in Class II. At the first meeting of the board of directors of the Corporation, directors of Class I shall be elected to hold office for a term expiring at the first annual meeting of stockholders, directors of Class II shall be elected to hold office for a term expiring at the second succeeding annual meeting of stockholders and directors of Class III shall be elected to hold office for a term expiring at the third succeeding annual meeting thereafter. Thereafter, at each succeeding annual meeting, directors of each class shall be elected for three-year terms. Notwithstanding the foregoing, the director whose term shall expire at any annual meeting shall continue to serve until such time as his successor shall have been duly elected and shall have qualified unless his position on the board of directors shall have been abolished by action taken to reduce the size of the board of directors prior to said meeting.
(c) Increase and Reduction in Number of Directors . Should the number of directors of the Corporation be reduced, the directorship(s) eliminated shall be allocated among classes as appropriate so that the number of directors in each class is as specified in the position(s) to be abolished. Notwithstanding the foregoing, no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Should the number of directors of the Corporation be increased, other than directors which may be elected by the holders of preferred stock, the additional directorships shall be allocated among classes as appropriate so that the number of directors in each class is as specified in the immediately preceding paragraph.
(d) Directors Elected by Preferred Stockholders . Whenever the holders of any one or more series of preferred stock of the Corporation shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the board of directors shall include said directors so elected in addition to the number of directors fixed as provided in this Article VII. Notwithstanding the foregoing, and except as otherwise may be required by law, whenever the holders of any one or more series of preferred stock of the Corporation elect one or more directors of the Corporation, the terms of the director or directors elected by such holders shall expire at the next succeeding annual meeting of stockholders.
(e) Removal of Directors . Notwithstanding any other provision of these Articles or the bylaws of the Corporation, any director or all the directors of a single class (including the entire board of directors) of the Corporation may be removed, at any time, but only by the affirmative vote or consent of the holders of at least 2/3ds of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class). Notwithstanding the foregoing, whenever the holders of any one or more series of preferred stock of the Corporation shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the preceding provisions of this Article VII shall not apply with respect to the director or directors elected by such holders of preferred stock.
(f) Additional Authority of Directors . In furtherance, but not in limitation of the powers conferred by statute, the board of directors is expressly authorized to do the following:
(i) Designate one (1) or more committees, each committee to consist of one or more of the directors of the Corporation and such number of natural persons who are not directors as the board of directors shall designate, which to the extent provided in the Resolution, or in the by-laws of the Corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the Corporation.
(ii)As provided by Nevada Revised Statutes 78.140, without repeating the section in full here, the same is adopted and no contract or other transaction between this Corporation and any of its officers, agents or directors shall be deemed void or voidable solely for that reason. The balance of the provisions of the code section cited, as it now exists, allowing such transactions, is hereby incorporated into this Article as though more fully set forth, and such Article shall be read and interpreted to provide the greatest latitude in its application.
(iii) As provided by Nevada Revised Statutes 78.207, without repeating the section in full here, the board of directors shall have the authority to change the number of shares of any class or series, if any, of authorized stock by increasing or decreasing the number of authorized shares of the class or Series and correspondingly increasing or decreasing the number of issued and outstanding shares of the same class or series held by each stockholder of record at the effective date and time of the change by a resolution adopted by the board of directors, without obtaining the approval of the stockholders.
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(iv) If a proposed increase or decrease in the number of issued and outstanding shares of any class or series would adversely alter or change any preference or any relative or other right given to any other class or series of outstanding shares, then the decrease must be approved by the vote, in addition to any vote required, of the holders of shares representing a majority of the voting power of each class or series whose preference or rights are adversely affected by the increase or decrease, regardless of limitations or restrictions on the voting power thereof. The increase or decrease does not have to be approved by the vote of the holders of shares representing a majority of the voting power in each class or series whose preference or rights are not adversely affected by the increase or decrease.
(v) Have the sole authority to call annual or special meetings of the stockholders or delegate a committee of the board of directors the power to call special meetings by the board of directors.
(vi) Change the name of the Corporation at any time and from time to time to any name authorized by Nevada Revised Statutes 78.039.
ARTICLE VIII
VOTING
(a) Cumulative Voting . Except for the right, if any, of holders of shares of preferred stock then outstanding to cumulate votes expressly set forth in the resolution, resolutions or designation providing for the issuance of such shares, cumulative voting is not permitted with respect to the election of directors.
(b) Stockholder Proposals . Any stockholder desiring to make a nomination for the election of directors or a proposal for new business at a stockholder meeting must submit written notice not less than 30 or more than 60 days in advance of the meeting: provided, however, that if less than forty days’ notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the secretary of the company not later than the close of the tenth day following the day on which notice of the meeting was mailed to stockholders.
ARTICLE IX
INDEMNIFICATION
Any person who was or is a party or was or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (whether or not by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, incorporator, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, incorporator, employee, partner, trustee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), shall be entitled to be indemnified by the Corporation to the full extent then permitted by law against expenses (including counsel fees and disbursements), judgments, fines (including excise taxes assessed on a person with respect to an employee benefit plan), and amounts paid in settlement incurred by him in connection with such action, suit, or proceeding and, if so requested, the Corporation shall advance (within two business days of such request) any and all such expenses to the person indemnified; provided, however, that (i) the foregoing obligation of the Corporation shall not apply to a claim that was commenced by the person indemnified without the prior approval of the Board of Directors. Such right of indemnification shall inure whether or not the claim asserted is based on matters which antedate the adoption of this Article IX. Such right of indemnification shall continue as to a person who has ceased to be a director, officer, incorporator, employee, partner, trustee, or agent and shall inure to the benefit of the heirs and personal representatives of such a person. The indemnification provided by this Article IX shall not be deemed exclusive of any other rights which may be provided now or in the future under any provision currently in effect or hereafter adopted of the bylaws, by any agreement, by vote of stockholders, by resolution of disinterested directors, by provisions of law, or otherwise.
ARTICLE X
LIMITATIONS ON DIRECTORS’ LIABILITY
No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except: (a) for acts or omissions that involve intentional misconduct, fraud or a knowing violation of law; or (b) the payment of distributions in violation of Nevada Revised Statutes Section 78.300. If the Nevada Revised Statutes are amended after the date of filing of these Articles to further eliminate or limit the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Nevada Revised Statutes, as so amended. Any repeal or
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modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
ARTICLE XI
SEVERABILITY PROVISIONS
If any voting powers, preferences and relative, participating, optional and other special rights of any class or series of capital stock and qualifications, limitations and restrictions thereof is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other voting powers, preferences and relative, participating, optional and other special rights of all classes and series of capital stock and qualifications, limitations and restrictions thereof set forth in these Articles of Incorporation which can be given effect without the invalid, unlawful or unenforceable voting powers, preferences and relative, participating, optional and other special rights of any series or class of capital stock and qualifications, limitations and restrictions thereof shall, nevertheless, remain in full force and effect, and no voting powers, preferences or relative, participating, optional or other special rights of any class or series of capital stock and qualifications, limitations, and restrictions thereof set forth shall be deemed dependent upon any other such voting powers, preferences or relative, participating, optional or other special rights of any class or series of capital stock and qualifications, limitations and restrictions thereof unless so expressed herein.
ARTICLE XII
STATUTORY ELECTIONS
(a) Acquisition of Controlling Interest . The Corporation hereby elects not to be governed by, and to otherwise opt out of, the provisions of NRS 78.378 to 78.3793, inclusive, relating to acquisition of a controlling interest in the Corporation.
(b) Combinations with Interested Stockholders . The Corporation hereby elects not to be governed by, and to otherwise opt out of, the provisions of NRS 78.411 to 78.444, inclusive, relating to combinations with interested stockholders.
ARTICLE XIII
BYLAWS AMENDMENT
In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation is expressly authorized to adopt, repeal, alter, amend and rescind the bylaws of the Corporation only by a unanimous vote of the board of directors without a vote or other action by the stockholders.
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EXHIBIT C
PROXY
NEUTRA CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY __, 2015
The undersigned hereby appoints Christopher Brown, Kathleen Delaney and each of them as the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution, to represent and to vote all shares of Common Stock of Neutra Corp. held of record by the undersigned on the day immediately preceding the date of mailing the proxy statement at the Special Meeting of Stockholders to be held on July __ , 2015 at Hilton Houston Southwest, 6780 Southwest Freeway, Houston, Texas 77074 at 10:00 AM (CST), and at any adjournments thereof. Any and all proxies heretofore given are hereby revoked.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR THE PROPOSALS LISTED IN NUMBERS 1, 2, 3, 4, 5, and 6 .
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| REINCORPORATE THE COMPANY FROM FLORIDA TO NEVADA THAT WILL RESULT IN:
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| THE COMPANY BEING GOVERNED BY THE LAWS OF THE STATE OF NEVADA;
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| YOUR RIGHT TO RECEIVE ONE WHOLE SHARE OF COMMON STOCK OF THE NEVADA COMPANY FOR EACH 50 SHARES OF COMMON STOCK OF THE COMPANY OWNED BY YOU AS OF THE RECORD DATE OF THE REINCORPORATION.
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[ ] FOR [ ] AGAINST [ ] ABSTAIN
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| 2.
| BECAUSE OF THE REINCORPORATION THAT AUTHORIZES A ONE FOR 50 SHARE REDUCTION, ADOPTION OF NEVADA ARTICLES OF INCORPORATION IS NECESSARY TO AUTHORIZE THE ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK AS WELL AS ADOPTION OF NEVADA BYLAWS.
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[ ] FOR [ ] AGAINST [ ] ABSTAIN
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| 3.
| AUTHORIZE THE ISSUANCE OF PREFERRED STOCK WITH PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS DESIGNATED BY OUR BOARD OF DIRECTORS.
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[ ] FOR [ ] AGAINST [ ] ABSTAIN
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| ADOPTION OF NEVADA ARTICLES OF INCORPORATION TO CREATE A CLASSIFIED OR STAGGERED BOARD OF DIRECTORS CONSISTING OF THREE CLASSES, EACH ELECTED TO THREE-YEAR TERMS.
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[ ] FOR [ ] AGAINST [ ] ABSTAIN
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| RATIFICATION OF OUR 2012 STOCK PLAN FOR DIRECTORS, OFFICERS AND CONSULTANTS.
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[ ] FOR [ ] AGAINST [ ] ABSTAIN
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| TRANSACTION OF SUCH OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING, OR ANY ADJOURNMENT THEREOF.
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[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
NUMBER OF SHARES OWNED __________________________
_________________________________________________________________________________
SIGNATURE
_________________________________________________________________________________
(TYPED OR PRINTED NAME)
_________________________________________________________________________________
SIGNATURE IF HELD JOINTLY
_________________________________________________________________________________
(TYPED OR PRINTED NAME)
DATED: ______________________
THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED AT THE MEETING. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
Proxy – Page 1