TANDY LEATHER FACTORY, INC.
1900 Southeast Loop 820
Fort Worth, Texas 76140-1003
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
Dear Tandy Leather Factory, Inc. Stockholder:
We are delivering this Notice and the accompanying Information Statement to inform our stockholders that on or about January 23, 2023, stockholders of Tandy Leather Factory, Inc. (the “Company,” “our” or “we”) holding (i) a majority of the voting power of the Company’s common stock, par value $0.0024 per share (the “Common Stock”), adopted resolutions by written consent in lieu of a meeting of stockholders to approve an amendment to the Company’s certificate of incorporation (the “Charter Amendment”) to decrease the authorized shares of the Company’s Common Stock from twenty five million (25,000,000) shares to fourteen million (14,000,000) shares (the “Common Stock Decrease”) and the Company’s Preferred Stock, par value $0.10 per share, from twenty million (20,000,000) shares to one million (1,000,000) shares (the “Preferred Stock Increase” and, together with the Common Stock Decrease, the “Authorized Stock Decrease”).
The Charter Amendment was approved by written consent (the “Consent”) of stockholders representing approximately 50.1% of the voting power of the Common Stock on January 24, 2023 pursuant to Section 228 of the Delaware General Corporation Law, which permits an amendment to the certificate of incorporation to be approved at a meeting or through written consent of a majority of the voting power of the stockholders eligible to vote thereon. All necessary corporate approvals in connection with the adoption of the Charter Amendment have been obtained.
The accompanying Information Statement is being furnished to the holders of Common Stock that did not execute the Consent pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and Section 228(e) of the Delaware General Corporation Law, solely for the purpose of informing our stockholders of this corporate action before it takes effect. In accordance with Rule 14c-2 under the Exchange Act, we plan to file the Charter Amendment twenty (20) calendar days following the mailing of this Notice and the accompanying Information Statement, or as soon thereafter as is reasonably practicable.
The Authorized Stock Decrease and Charter Amendment were approved and recommended by our Board of Directors prior to the stockholder action by meeting as described in the Information Statement.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
You have the right to receive this Notice and the accompanying Information Statement if you were a stockholder of record of the Company at the close of business on January 24, 2023.
| | | By Order of the Board of Directors, |
| | | |
| | | |
| | | Daniel J. Ross |
| | | General Counsel and Secretary |
| | | February 9, 2023 |