UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant To Section 14(a)
of the
Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Live Ventures Incorporated
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate
box):
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee previously paid with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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LIVE VENTURES INCORPORATED
325 East Warm Springs Road, Suite 102
Las Vegas, Nevada 89119
(702) 939-0231
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 21, 2016
June 10, 2016
Las Vegas, Nevada
To Our Stockholders:
The 2016 Annual Meeting of Stockholders of
Live Ventures Incorporated (“Live Ventures” or the “Company”) will be held at our corporate offices, which
are located at 325 East Warm Springs Road, Suite 102, Las Vegas, Nevada 89119, on Thursday, July 21, 2016, beginning at 10:00
a.m. local time. The Annual Meeting is being held to:
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1.
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elect five directors to our Board of Directors;
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2.
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approve, on an advisory basis, the compensation of our
named executive officers (“say-on-pay”);
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3.
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ratify the appointment of Anton & Chia, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2016; and
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4.
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transact such other business that may properly come before the meeting and any adjournments thereof.
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Only stockholders of record at the close of
business on June 9, 2016 are entitled to receive notice of and to vote at the meeting or any adjournment thereof. Note that we
have enclosed with this notice (i) our Annual Report on Form 10-K for the fiscal year ended September 30, 2015, and (ii) a Proxy
Statement.
Your proxy is being solicited by our Board of
Directors. All stockholders are cordially invited to attend our Annual Meeting and vote in person. In order to assure your representation
at the Annual Meeting, however, we urge you to complete, sign and date the enclosed proxy as promptly as possible and return it
to us either (i) via facsimile to the attention of our Accounting Manager at (702) 547-6010, or (ii) in the enclosed
postage-paid envelope. If you attend the Annual Meeting in person, you may vote in person even if you previously have returned
a proxy.
Please vote – your vote is important.
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By Order of the Board of Directors,
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/s/ Jon Isaac
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Jon Isaac
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President and Chief Executive Officer
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IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON JULY
21, 2016
Solely for your convenience, the Proxy Statement
and our Annual Report to Stockholders are available at http://ir.livedeal.com.
TABLE OF CONTENTS
About The Meeting
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1
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Security Ownership of Certain Beneficial Owners and Management
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4
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Proposal No. 1 – Election of Directors
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5
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Corporate Governance
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7
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Section 16(a) Beneficial Ownership Reporting Compliance
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11
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Related Party Transactions
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11
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Audit Committee Report
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12
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Compensation of Named Executive Offices
and Director
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13
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Summary Compensation Table
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14
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Employment Agreements
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15
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Outstanding Equity Awards at Fiscal Year End
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16
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Director Compensation
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16
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Proposal No. 2 – Advisory Vote on Compensation of Named Executive Officers (“Say-on-Pay”)
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18
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Proposal No. 3 – Ratification of Our Independent Registered Public Accounting Firm
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Stockholder Nominations and Other Proposals
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21
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Other Matters
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Electronic Delivery of Future Annual Meeting Materials
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Where You Can Find More Information
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Live Ventures Incorporated
325 East Warm Springs Road, Suite 102
Las Vegas, Nevada 89119
(702) 939-0231
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 21, 2016
This Proxy Statement relates to the 2016
Annual Meeting of Stockholders (the “Annual Meeting”) of Live Ventures Incorporated (“Live Ventures” or the
“Company”). The Annual Meeting will be held on Thursday, July 21, 2016 at 10:00 a.m. local time, at our corporate
offices, which are located at 325 East Warm Springs Road, Suite 102, Las Vegas, Nevada 89119, or at such other time and place
to which the Annual Meeting may be adjourned or postponed. The enclosed proxy is solicited by Live Ventures’ Board of
Directors (the “Board”). The proxy materials relating to the Annual Meeting are first being mailed to
stockholders entitled to vote at the Annual Meeting on or about June 21, 2016.
ABOUT THE MEETING
What is the purpose of the Annual Meeting?
At the Annual Meeting, stockholders will act
upon the matters outlined in the accompanying Notice of Annual Meeting and this Proxy Statement, including (i) the election of
five directors to the Board; (ii) the approval on an advisory basis of the compensation of our named executive officers; and (iii)
the ratification of the Audit Committee’s appointment of Anton & Chia, LLP as the Company’s independent registered
public accounting firm for the fiscal year ending September 30, 2016. In addition, management will report on our most recent financial
and operating results and respond to questions from stockholders.
What are the Board’s recommendations?
The Board recommends a vote:
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FOR election of the nominated slate of directors;
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FOR the resolution approving, on an advisory basis, the compensation of our named executive officers (“say-on-pay”); and
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FOR the ratification of the Audit Committee’s appointment of Anton & Chia, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2016.
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With respect to any other matter that properly
comes before the meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own
discretion.
Who is entitled to attend and vote at the Annual Meeting?
Only stockholders of record at the close of
business on the record date, June 9, 2016, or their duly appointed proxies, are entitled to receive notice of the Annual Meeting,
attend the Annual Meeting and vote the shares that they held on that date at the Annual Meeting or any postponement or adjournment
of the Annual Meeting. At the close of business on June 9, 2016, there were issued, outstanding and entitled to vote 16,795,058
shares of our common stock, par value $0.001 per share, each of which is entitled to one vote.
How do I vote?
You may vote on matters to come before the meeting
in two ways: (i) you can attend the Annual Meeting and cast your vote in person; or (ii) you can vote by completing, signing and
dating the enclosed proxy card and returning it to us via mail or facsimile.
If you are a stockholder of record and return
the proxy card, you will authorize the individuals named on the proxy card, referred to as the proxy holders, to vote your shares
according to your instructions. If you return the proxy card but do not provide instructions, you will authorize the proxy holders
to vote your shares according to the recommendations of the Board (which are described below).
If your shares are held by your broker, bank
or other nominee in “street name,” you will receive a voting instruction form from your broker or the broker’s
agent asking you how your shares should be voted. If you hold your shares in “street name” and do not provide specific
voting instructions to your broker, a “broker non-vote” will result with respect to Proposals 1 and 2. Therefore, it
is very important to respond to your broker’s request for voting instructions on a timely basis if you want your shares held
in “street name” to be represented and voted at the Annual Meeting. Please see below for additional information if
you hold your shares in “street name” and desire to attend the Annual Meeting and vote your shares in person.
What if I vote and then change my mind?
If you are a stockholder of record, you may
revoke your proxy at any time before it is exercised by either (i) filing with our Corporate Secretary a notice of revocation;
(ii) sending in another duly executed proxy bearing a later date; or (iii) attending the meeting and casting your vote in person.
Your last vote will be the vote that is counted.
If you hold your shares in “street name,”
refer to the voting instructing form provided by your broker or the broker’s agent for more information about what to do
if you submit voting instructions and then change your mind in advance of the Annual Meeting.
How can I get more information about attending the Annual Meeting
and voting in person?
The Annual Meeting will be held on Thursday,
July 21, 2016 at 10:00 a.m. local time, at our corporate offices, which are located at 325 East Warm Springs Road, Suite 102, Las
Vegas, Nevada 89119, or at such other time and place to which the Annual Meeting may be adjourned or postponed. For additional
details about the Annual Meeting, including directions to the Annual Meeting and information about how you may vote in person if
you so desire, please contact Live Ventures at (702) 939-0231.
If you hold your shares in “street name,”
please bring an account statement or letter from the applicable broker, bank or nominee indicating that you are the beneficial
owner of the shares
as of the record date
if you would like to gain admission to the Annual Meeting. In addition,
if you hold your shares in “street name” and desire to actually vote your shares in person at the Annual Meeting, you
must obtain a valid proxy from your broker, bank or other nominee. For more information about obtaining such a proxy, contact your
broker, bank or other nominee.
What constitutes a quorum?
The presence at the Annual Meeting, in person
or by proxy, of the holders of a majority of the issued and outstanding shares on the record date will constitute a quorum, permitting
us to conduct our business at the Annual Meeting. Proxies received but marked as abstentions will be included in the calculation
of the number of shares considered to be present at the meeting for purposes of determining whether a quorum is present. Broker
non-votes will also be counted for purposes of determining whether a quorum is present.
What vote is required to approve each item?
Election of Directors
. Election of a
director requires the affirmative vote of the holders of a plurality of the shares for which votes are cast at a meeting at which
a quorum is present. The five persons receiving the greatest number of votes will be elected as directors. Since only affirmative
votes count for this purpose, a properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the election of
one or more directors will not be voted with respect to the director or directors indicated. Stockholders may not cumulate votes
in the election of directors.
Pursuant to rules approved by the Securities
and Exchange Commission (the “SEC”) brokers are not entitled to use their discretion to vote uninstructed proxies in,
among other things, uncontested director elections. In other words, if your shares are held by your broker in “street name”
and you do not provide your broker with instructions about how your shares should be voted in connection with this proposal, your
shares will not be voted and a “broker non-vote” will result.
Therefore, if you desire that your shares be voted
in connection with the election of the Board, it is imperative that you provide your broker with voting instructions.
If your
shares are held by your broker in “street name,” you will receive a voting instruction form from your broker or the
broker’s agent asking you how your shares should be voted. Please complete the form and return it in the envelope provided
by the broker or agent.
Advisory Vote on Compensation of Named Executive
Officers (“Say-on-Pay”).
The resolution approving, on an advisory basis, the compensation of our named executive
officers (“say-on-pay”) will be approved if a majority of the votes cast affirmatively or negatively at the Annual
Meeting are voted in favor of the proposal, assuming a quorum is present. A properly executed proxy marked “ABSTAIN”
with respect to the proposal will not be voted or treated as a vote cast, although it will be counted for purposes of determining
whether a quorum is present. Accordingly, an abstention will not affect the outcome of the proposal.
Ratification of Auditors
. The ratification
of the Audit Committee’s appointment of Anton & Chia, LLP as our independent registered public accounting firm for the
fiscal year ending September 30, 2016 will be approved if a majority of the votes cast at the Annual Meeting are voted in favor
of the proposal. A properly executed proxy marked “ABSTAIN” with respect to such matter will not be voted or treated
as a vote cast. Accordingly, an abstention will not affect the outcome of this proposal. Brokers are entitled to use their discretion
to vote uninstructed proxies with respect to the ratification of our independent auditors.
Can I dissent or exercise rights of appraisal?
Under Nevada law, holders of our common stock
are not entitled to dissenters’ rights in connection with any of the proposals to be presented at the Annual Meeting or to
demand appraisal of their shares as a result of the approval of any of the proposals.
Who pays for this proxy solicitation?
The Company will bear the entire cost of this
proxy solicitation, including the preparation, assembly, printing, and mailing of this Proxy Statement, the proxy card and any
additional solicitation materials furnished to the stockholders. Copies of solicitation materials will be furnished to brokerage
houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward
the solicitation material to such beneficial owners.
Where can I access this Proxy Statement and the related materials
online?
The Proxy Statement and our Annual Report to
Stockholders are available at http://ir.livedeal.com.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth
information regarding the beneficial ownership of our common stock as of June 9, 2016 of (i) each executive officer and each
director of our Company; (ii) all executive officers and directors of our Company as a group; and (iii) each person known to
the Company to be the beneficial owner of more than 5% of our common stock. We deem shares of our common stock that may be
acquired by an individual or group within 60 days of June 9, 2016, pursuant to the exercise of options or warrants or
conversion of convertible securities, to be outstanding for the purpose of computing the percentage ownership of such
individual or group, but these shares are not deemed to be outstanding for the purpose of computing the percentage ownership
of any other person or group shown in the table. Percentage of ownership is based on 16,795,058 shares of common stock
outstanding on June 9, 2016. The information as to beneficial ownership was either (i) furnished to us by or on behalf of
the persons named or (ii) determined based on a review of the beneficial owners’ Schedules 13D/G and Section 16 filings
with respect to our common stock. Unless otherwise indicated, the business address of each person listed is 325 East Warm
Springs Road, Suite 102, Las Vegas, Nevada 89119.
Name of Beneficial Owner
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Amount and Nature of Beneficial Ownershi
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Percentage of Class
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Executive Officers and Directors:
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Jon Isaac (1)
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9,141,427
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44.0
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%
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Tony Isaac
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600,000
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3.5
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%
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Richard D. Butler, Jr.
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94,315
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*
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Dennis (De) Gao
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–
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–
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Tyler Sickmeyer
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–
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–
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All Executive Officers and Directors as a group (5 persons)
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9,835,742
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46.6
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%
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Other 5% Stockholders:
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Isaac Capital Group, LLC (2)
3525 Del Mar Heights Rd. Suite 765
San Diego, California 92130
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8,291,427
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40.6
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%
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*Represents less than 1% of our issued and
outstanding common stock.
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(1)
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Includes 4,750,551 shares of common stock owned by Isaac Capital Group, LLC (“ICG”), of which Jon Isaac is the President and sole member and according has sole voting and dispositive power with respect to such shares. Also includes warrants to purchase 3,540,876 additional shares of common stock at exercise prices ranging from $0.55 to $0.952 per share held by ICG. Jon Isaac owns 100,000 shares of common stock. Finally, Mr. Isaac holds options to purchase up to 450,000 shares of common stock at exercise prices ranging from $0.83 to $1.67 per share, all of which are fully vested and exercisable
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Includes 4,750,551 shares of common stock owned by ICG. Also includes warrants to purchase 3,540,876 additional shares of common stock at exercise prices ranging from $0.55 to $0.952 per share held by ICG.
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ELECTION OF DIRECTORS
(
Proposal No. 1
)
General
Live Ventures’ Amended and Restated Bylaws
provide that the Board shall consist of not less than three nor more than nine directors (with the precise number of directors
to be established by resolution of the Board), each of whom is elected annually. Currently, there are five members of the Board.
The Board has determined that five directors will be elected at the 2016 Annual Meeting, and has nominated each of the five incumbent
directors for re-election. Each director is to be elected to hold office until the next annual meeting of stockholders or until
his successor is elected and qualified. If a director resigns or otherwise is unable to complete his term of office, the Board
may elect another director for the remainder of the departing director’s term.
The Board has no reason to believe that the
nominees will not serve if elected, but if they should become unavailable to serve as a director, and if the Board designates a
substitute nominee, the persons named as proxies will vote for the substitute nominee designated by the Board.
Vote Required
If a quorum is present at the Annual Meeting,
the five nominees receiving the highest number of votes will be elected to the Board.
Nominees for Director
The Board’s nominees are listed below.
The Board recommends that you vote FOR the election of each of Messrs. Jon Isaac, Tony Isaac, Butler, Gao and Sickmeyer.
Jon Isaac, 33
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Mr. Jon Isaac has served as a director of our Company since December
2011 and became our President, Chief Executive Officer and Chief Financial Officer in January 2012. He is the founder of Isaac
Organization, a privately held investment company. At Isaac Organization, Mr. Isaac has closed a variety of multi-faceted real
estate deals and has experience in aiding public companies to implement turnarounds and in raising capital. Mr. Isaac studied Economics
and Finance at the University of Ottawa, Canada.
Specific Qualifications
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Relevant
educational background and business experience.
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Experience
in aiding public companies to implement turnarounds and in raising capital.
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Tony Isaac, 61
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Mr. Tony Isaac has served as a director of our Company since December
2011 and began serving as the Company’s Financial Planning and Strategist/Economist in July 2012. Mr. Isaac’s specialty
is negotiation and problem-solving of complex real estate and business transactions. Mr. Isaac graduated from Ottawa University
in 1981, where he majored in Commerce and Business Administration and Economics.
Specific Qualifications
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Relevant
educational background and business experience.
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Experience
in negotiation and problem-solving of complex real estate and business transactions.
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Richard D. Butler, Jr., 66
Audit Committee Member
Compensation Committee Chairman
Corporate Governance and Nominating
Committee Chairman
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Mr. Butler is Chairman of the Corporate Governance and Nominating
Committee and the Compensation Committee and has served as a director and member of the Audit Committee of our Company since August
2006 (including YP.com from 2006-2007). He is a veteran savings and loan and mortgage banking executive, co-founder and major shareholder
of Aspen Healthcare, Inc. and Ref-Razzer Corporation, former Chief Executive Officer of Mt. Whitney Savings Bank, Chief Executive
Officer of First Federal Mortgage Bank, Chief Executive Officer of Trafalgar Mortgage, and Executive Officer & Member of the
President’s Advisory Committee at State Savings & Loan Association (peak assets $14 billion) and American Savings &
Loan Association (NYSE: FCA; peak assets $34 billion). Mr. Butler attended Bowling Green University in Ohio, San Joaquin Delta
College in California and Southern Oregon State College.
Specific Qualifications
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Relevant
educational background and business experience.
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Extensive
experience as Chief Executive Officer for several companies in the banking and finance industries.
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Experience
as a public company director.
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Experience
in workouts and restructurings, mergers, acquisitions, business development, and sales and marketing.
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Background
and experience in finance required for service on Audit Committee.
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Dennis (De) Gao, 35
Audit Committee Chairman
Compensation Committee Member
Corporate Governance and Nominating Committee Member
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Mr. Gao is the Chairman of the Audit Committee and has served as
a director of our Company since January 2012. In July 2010, Mr. Gao co-founded and became the CFO at Oxstones Capital Management,
a privately held company and a social and philanthropic enterprise, serving as an idea exchange for the global community.
Prior to establishing Oxstones Capital Management, from June 2008 until July 2010, Mr. Gao was a product owner at Procter and Gamble
for its consolidation system and was responsible for the Procter and Gamble’s financial report consolidation process. From
May 2007 to May 2008, Mr. Gao was a financial analyst at the Internal Revenue Service's CFO division. Mr. Gao has a dual major
Bachelor of Science degree in Computer Science and Economics from University of Maryland, and an M.B.A. specializing in finance
and accounting from Georgetown University’s McDonough School of Business.
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Specific Qualifications
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Relevant
educational background and business experience.
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Background
and experience in finance required for service on Audit Committee.
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Experience
having ultimate responsibility for the preparation and presentation of financial statements (“financial literacy” required
by applicable NASDAQ rules for service as Audit Committee chairman).
·
“Audit
Committee Financial Expert” for purposes of SEC rules and regulations (required for service as Audit Committee chairman).
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Tyler Sickmeyer, 29
Audit Committee Member
Compensation Committee Member
Corporate Governance and Nominating Committee
Member
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Mr. Sickmeyer
has served as a director of our Company and as a member of the Audit Committee since August 11, 2014. In August 2008, Mr. Sickmeyer founded and since that time has served as the CEO of Fidelitas Development, a full-service marketing firm that focuses on producing an improved return on investment rate for its clients. Mr. Sickmeyer has provided consulting services to a variety of companies, large and small alike, and specializes in creating efficiencies for developing brands. Mr. Sickmeyer studied business at Robert Morris University and Lincoln Christian University.
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Specific Qualifications
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Over
a decade of experience in marketing, including promotion and brand development through the use of social media marketing.
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Certain Family Relationships
Jon Isaac, who is a director and serves as our
President, Chief Executive Officer and Chief Financial Officer, is the son of Tony Isaac, who is also a director and serves as
our Financial Planning and Strategist/Economist.
Involvement in Certain Legal Proceedings
To the best of our knowledge, there have been
no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation
of the ability and integrity of any director during the past ten years.
CORPORATE GOVERNANCE
How often did the Board meet during fiscal 2015?
The Board met four
times during fiscal
2015, either telephonically or in person, and acted five times by written consent. None of our directors attended fewer than 75%
of the meetings of the Board held during the director’s service or of any committee on which the director served during fiscal
2015.
Who are the Board’s “independent” directors?
Each year, the Board of Directors reviews the
relationships that each director has with the Company and with other parties. Only those directors who do not have any of the categorical
relationships that preclude them from being independent within the meaning of applicable NASDAQ Listing Rules and who the Board
of Directors affirmatively determines have no relationships that would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director, are considered to be independent directors. The Board of Directors has reviewed a number
of factors to evaluate the independence of each of its members. These factors include its members’ current and historic relationships
with the Company and its competitors, suppliers and customers; their relationships with management and other directors; the relationships
their current and former employers have with the Company; and the relationships between the Company and other companies of which
a member of the Company’s Board of Directors is a director or executive officer.
After evaluating these factors, the Board of
Directors has determined that a majority of the members of the Board of Directors, namely, Messrs. Butler, Gao and Sickmeyer, do
not have any relationships that would interfere with the exercise of independent judgment in carrying out their responsibilities
as directors and that each such director is an independent director of the Company within the meaning of NASDAQ Listing Rule 5605(a)(2)
and the related rules of the SEC. The Company’s independent directors conduct executive sessions at regularly scheduled meetings
as required by NASDAQ Listing Rule 5605(b)(2).
How can our stockholders communicate with the Board?
Stockholders and others interested in communicating
with the Board may do so by writing to Board of Directors, Live Ventures Incorporated, 325 East Warm Springs Road, Suite 102, Las Vegas,
Nevada 89119.
What is the leadership structure of the Board?
Mr. Jon Isaac, our Chief Executive Officer,
also serves as Chairman of the Board. Currently, the Board does not have a Lead Director. Although the Board assesses the appropriate
leadership structure from time to time in light of internal and external events or developments and reserves the right to make
changes in the future, it believes that the current structure, as described in this Proxy Statement, is appropriate at this time
given the size and experience of the Board, as well as the background and experience of management.
What is the Board’s role in risk oversight?
Our management is responsible for managing risk
and bringing the most material risks facing the Company to the Board’s attention. The Board has oversight responsibility
for the processes established to report and monitor material risks applicable to the Company. The Board also oversees the appropriate
allocation of responsibility for risk oversight among the committees of the Board. The Audit Committee plays a central role in
overseeing the integrity of the Company’s financial statements and reviewing and approving the performance of the Company’s
internal audit function and independent accountants. The Corporate Governance and Nominating Committee considers risks related
to succession planning and considers risk related to the attraction and retention of talent and risks related to the design of
compensation programs and arrangements. The Compensation Committee monitors the design and administration of the Company’s
compensation programs to ensure that they incentivize strong individual and group performance and include appropriate safeguards
to avoid unintended or excessive risk taking by Company employees. The Board does not believe that its process for risk oversight
should affect its leadership structure (i.e., whether it may combine the Chairman and CEO roles in the future) because Board committees
(comprised entirely of independent directors) play the central role in risk oversight.
What committees has the Board established?
The Board has an Audit Committee, a Compensation
Committee, and a Corporate Governance and Nominating Committee, each of which is a separately-designated standing committee of
the Board. Each committee has a charter.
Audit Committee
. The purpose of our
Audit Committee is to assist our Board of Directors in overseeing (i) the integrity of our Company’s accounting and
financial reporting processes, the audits of our financial statements, as well as our systems of internal controls regarding
finance, accounting, and legal compliance; (ii) our Company’s compliance with legal and regulatory requirements; (iii)
the qualifications, independence and performance of our independent public accountants; (iv) our Company’s financial
risk; and (v) our Company’s internal audit function. In carrying out this purpose, the Audit Committee maintains and
facilitates free and open communication between the Board, the independent public accountants, and our management. Messrs.
Gao (Chairman), Butler and Sickmeyer currently serve on our Audit Committee. Each member of the committee satisfies the
independence standards specified in Rule 5605(a)(2) of the NASDAQ Listing Rules and the related rules of the SEC and has been
determined by the Board to be “financially literate” with accounting or related financial management experience.
The Board has also determined that Mr. Gao is an “audit committee financial expert” as defined under SEC rules
and regulations, and qualifies as a financially sophisticated audit committee member as required under Rule 5605(c)(2)(A) of
the NASDAQ Listing Rules. The Board has adopted a charter for the Audit Committee, a copy of which is posted on our website
at ir.livedeal.com/governance-documents. The Audit Committee met telephonically four times during fiscal 2015.
Compensation Committee
. The purpose of
the Compensation Committee is to (i) discharge the Board’s responsibilities relating to compensation of the Company’s
directors and executives, (ii) produce an annual report on executive compensation for inclusion in the Company’s proxy statement,
as necessary, and (iii) oversee and advise the Board on the adoption of policies that govern the Company’s compensation programs,
including stock and benefit plans. During fiscal 2015, Messrs. Butler (Chairman), Gao and Sickmeyer served on the Compensation
Committee. Each member of the committee satisfies the independence standards specified in Rule 5605(a)(2) of the NASDAQ Listing
Rules and the related rules of the SEC. In addition, each of the current members of the Compensation Committee is a “non-employee
director” under Section 16 of the Exchange Act and an “outside director” for purposes of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the “Code”). The Board has adopted a charter for the Compensation Committee,
a copy of which is posted on our website at ir.livedeal.com/governance-documents. The Compensation Committee acted by unanimous
written consent one time during fiscal 2015.
Corporate Governance and Nominating Committee.
The purpose of the Corporate Governance and Nominating Committee is to (i) identify individuals who are qualified to become members
of the Board, consistent with criteria approved by the Board, and to select, or to recommend that the Board select, the director
nominees for the next annual meeting of stockholders or to fill vacancies on the board; (ii) develop and recommend to the Board
a set of corporate governance principles applicable to our Company; and (iii) oversee the evaluation of the Board and our Company’s
management. During fiscal 2015, Messrs. Butler (Chairman), Gao and Sickmeyer served on the Corporate Governance and Nominating
Committee. Each member of the committee satisfies the independence standards specified in Rule 5605(a)(2) of the NASDAQ Listing
Rules and the related rules of the SEC. The Board has adopted a charter for the Corporate Governance and Nominating Committee,
a copy of which is posted on our website at ir.livedeal.com/governance-documents. The Corporate Governance and Nominating Committee
acted by unanimous written consent one time during fiscal 2015.
What are the procedures of the Corporate Governance and Nominating
Committee in making nominations?
The Corporate Governance and Nominating Committee
establishes and periodically reviews the criteria and qualifications for board membership and the selection of candidates to serve
as directors of our Company. In determining whether to nominate a candidate for director, the Corporate Governance and Nominating
Committee considers the following criteria, among others:
|
·
|
the candidate’s integrity and ethical character;
|
|
·
|
whether the candidate is “independent” under applicable SEC and NASDAQ;
|
|
·
|
whether the candidate has any conflicts of interest that would materially impair his or her ability to exercise independent judgment as a member of the Board or otherwise discharge the fiduciary duties owed by a director to Live Ventures and our stockholders;
|
|
·
|
the candidate’s ability to represent all of our stockholders without favoring any particular stockholder group or other constituency of Live Ventures;
|
|
·
|
the candidate’s experience (including business experience relevant to Live Ventures and/or its industry), leadership qualities and commitment to devoting the amount of time required to be an active member of the Board and its committees; and
|
|
·
|
the committee’s desire to nominate directors from diverse business and personal backgrounds (although the Company does not have a specific policy regarding the consideration of diversity in identifying director nominees).
|
The committee has the authority to retain a
search firm to identify director candidates and to approve any fees and retention terms of the search firm’s engagement,
although the committee has not recently engaged such a firm.
Although the committee has not specified any
minimum criteria or qualifications that each director must meet, the committee conducts its nominating process in a manner designed
to ensure that the Board continues to meet applicable requirements under SEC and NASDAQ rules (including, without limitation, as
they relate to the composition of the Audit Committee).
The Board is of the view that the continuing
service of qualified incumbents promotes stability and continuity in the boardroom, giving our Company the benefit of the familiarity
and insight into our Company’s affairs that its directors have accumulated during their tenure, while contributing to the
Board’s ability to work as a collective body. Accordingly, the process of the Corporate Governance and Nominating Committee
for identifying nominees reflects the practice of re-nominating incumbent directors who continue to satisfy the committee’s
criteria for membership on the Board, who the committee believes will continue to make important contributions to the Board, and
who consent to continue their service on the Board.
What are our policies and procedures with respect to director
candidates who are nominated by security holders?
The Corporate Governance and Nominating Committee
will consider director candidates recommended by our stockholders under criteria similar to those used to evaluate candidates nominated
by the committee (including those listed above). In considering the potential candidacy of persons recommended by stockholders,
however, the committee may also consider the size, duration and any special interest of the recommending stockholder (or group
of stockholders) in Live Ventures’s common stock.
Stockholders who desire to recommend a nominee
for election to the Board must follow the following procedures:
|
·
|
Recommendations must be submitted to the Company in writing, addressed to our Principal Financial Officer at the Company’s principal headquarters.
|
|
·
|
Recommendations must include all information reasonably deemed by the recommending stockholder to be relevant to the committee’s consideration, including (at a minimum):
|
|
o
|
the name, address and telephone number of the potential candidate;
|
|
o
|
the number of shares of Live Ventures’s common stock owned by the recommending stockholder (or group of stockholders), and the time period for which such shares have been held;
|
|
o
|
if the recommending stockholder is not a stockholder of record according to the books and records of the Company, a statement from the record holder of the shares (usually a broker or bank) verifying the holdings of the stockholder;
|
|
o
|
a statement from the recommending stockholder as to whether s/he has a good faith intention to continue to hold the reported shares through the date of Live Ventures’s next annual meeting (at which the candidate would be elected to the Board);
|
|
o
|
with respect to the recommended nominee:
|
|
§
|
the information required by Item 401 of Regulation S-K (generally providing for disclosure of the name, address, any arrangements or understandings regarding the nomination and the five-year business experience of the proposed nominee, as well as information about the types of legal proceedings within the past five years involving the nominee);
|
|
§
|
the information required by Item 403 of Regulation S-K (generally providing for disclosure regarding the proposed nominee’s ownership of securities of Live Ventures); and
|
|
§
|
the information required by Item 404 of Regulation S-K (generally providing for disclosure of transactions in which Live Ventures l was or is to be a participant involving more than $120,000 and in which the nominee had or will have any direct or indirect material interest and certain other types of business relationships with Live Ventures);
|
|
o
|
a description of all relationships between the proposed nominee and the recommending stockholder and any arrangements or understandings between the recommending stockholder and the nominee regarding the nomination;
|
|
o
|
a description of all relationships between the proposed nominee and any of Live Ventures’s competitors, customers, suppliers, labor unions or other persons with special interests regarding Live Ventures;
|
|
o
|
a description of the contributions that the nominee would be expected to make to the Board and the governance of Live Ventures; and
|
|
o
|
a statement as to whether, in the view of the stockholder, the nominee, if elected, would represent all stockholders and not serve for the purpose of advancing or favoring any particular stockholder or other constituency of Live Ventures.
|
|
·
|
The nominating recommendation must be accompanied by the consent of the proposed nominee to be interviewed by the Corporate Governance and Nominating Committee and other Board members and, if elected, to serve as a director of Live Ventures.
|
|
·
|
A stockholder nomination must be received by Live Ventures, as provided above, not later than 120 calendar days prior to the first anniversary of the mailing date of the proxy statement for the prior annual meeting.
|
|
·
|
If a recommendation is submitted by a group of two or more stockholders, the information regarding the recommending stockholders must be submitted with respect to each stockholder in the group (as the term group is defined under SEC regulations).
|
Does the Board have a policy on director attendance at the Annual
Meeting?
The Board does not have a formal policy regarding
director attendance at the Company’s annual meeting of stockholders, but all directors are encouraged to attend. All of our
directors who were standing for re-election at our 2015 Annual Meeting attended that meeting, either in person or via teleconference.
All directors standing for re-election this year anticipate attending the Annual Meeting, either in person or via teleconference.
How are our directors compensated?
Directors who are also employees of the Company
(including Mr. Jon Isaac and Mr. Tony Isaac) do not receive any separate compensation in connection with their Board service. Our
non-employee directors generally receive a $25,000 annual retainer, although we make different arrangements with certain of our
non-employee directors from time to time. Our Lead Director (if any) and committee chairpersons generally receive an additional
annual retainer (equal to $10,000 for the Lead Director and Audit Committee Chairman, and $5,000 for the chairpersons of the other
committees). In the event that the Chairman of the Board is a non-employee director, we also pay such person an additional retainer.
We reimburse directors for reasonable expenses related to their Board service. For more information about the compensation paid
or provided to our directors during fiscal 2015, please refer to the “Director Compensation” section of this Proxy
Statement.
Does the Company have a Code of Ethics?
We have adopted a Code of Business Conduct and
Ethics that applies to all directors, officers and employees of our Company, including the Chief Executive Officer and other principal
financial and operating officers of the Company. The Code of Business Conduct and Ethics is posted on our website at ir.livedeal.com/governance-documents.
If we make any amendment to, or grant any waivers of, a provision of the Code of Business Conduct and Ethics that applies to our
principal executive officer, principal financial officer, principal accounting officer or controller where such amendment or waiver
is required to be disclosed under applicable SEC rules, we intend to disclose such amendment or waiver and the reasons therefor
on Form 8-K or on our website.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section 16(a) of the Exchange Act requires our
directors, certain of our officers and persons who own at least 10% of a registered class of our equity securities to file reports
of ownership and changes in ownership with the SEC. Based solely on our review of the copies of such forms filed with the SEC and
on written representations provided to us by our directors and officers, all Section 16(a) filing requirements applicable to our
directors, officers and 10% or greater stockholders were complied with during the fiscal year that ended September 30, 2015, with
the exception of the following:
Name
|
No. Late Reports (Form 4s)
|
No. Transactions Covered
|
Richard D. Butler, Jr.
|
1
|
One transaction in which he was issued 900 shares of common stock in lieu of a cash payment of director compensation for the month of October 2014
|
|
|
|
|
1
|
One transaction in which he was issued 799 shares of common stock in lieu of a cash payment of director compensation for the month of November 2014
|
|
|
|
|
1
|
One transaction in which he was issued 845 shares of common stock in lieu of a cash payment of director compensation for the month of December 2014
|
RELATED PARTY TRANSACTIONS
Executive Office Space
Our executive office is located in San
Diego. This office is currently being provided to us by a company that
is a related party to Isaac Capital Group LLC, one of our largest stockholders, which is owned by Jon Isaac, our President
and Chief Executive Officer and one of our directors.
Mezzanine Loan from Isaac Capital Fund
In connection with the purchase of Marquis Industries
Inc., the Company entered into a mezzanine loan in an amount of up to $7,000,000 provided by Isaac Capital Fund, a private lender
whose managing member is Jon Isaac, the chief executive officer of the Company.
The Isaac Capital Fund mezzanine loan bears
interest at 12.5% with payment obligations of interest each month and all principal due in January 2021 (six months after the final
payments are due under the Bank of America Term and Revolving Loan). As of September 30, 2015, there was $6,495,825 outstanding
on this mezzanine loan.
ICG Note
On January 23, 2014, the Company issued a note
to Isaac Capital Group (“ICG”), a related party, in the principal amount of $500,000. Because the conversion price
of $2.29 was less than the stock price, this gave rise to a beneficial conversion feature valued at $500,000. The Company recognized
this beneficial conversion feature as a debt discount and additional paid in capital. The debt discount is being amortized over
the one year term. On December 3, 2014, ICG converted the note into 674,370 shares of common stock, therefore the remaining debt
discount of $158,219 was written off and recognized as interest expense. In addition, upon the conversion of note, the Company
issued to ICG a warrant to acquire 674,370 additional shares of the Company’s common stock at an exercise price of $0.95
per share. The fair value of the warrants issued in connection with the conversion of note was $1,853,473 and was immediately recognized
as interest expense.
Procedures for Approval of Related Party Transactions
In accordance with its charter, the Audit Committee
reviews and recommends for approval all related party transactions (as such term is defined for purposes of Item 404 of Regulation
S-K). The Audit Committee participated in the approval of the transactions described above.
AUDIT COMMITTEE REPORT
SEC rules require us to include in our Proxy
Statement a report from the Company’s Audit Committee. The following report concerns the Audit Committee’s activities
regarding oversight of our financial reporting and auditing process and does not constitute soliciting material and should not
be deemed filed or incorporated by reference into any other filing that we make under the Securities Act or the Exchange Act, except
to the extent we specifically incorporate this report in such filings.
It is the duty of the Audit Committee to provide
independent, objective oversight of our accounting functions and internal controls. The Audit Committee acts under a written charter
that sets forth the audit-related functions we are expected to perform. Our functions are to:
|
·
|
serve as an independent and objective party to monitor Live Ventures Incorporated’s
financial reporting process and system of internal control structure;
|
|
·
|
review and appraise the audit efforts of Live Ventures Incorporated’s independent registered
public accounting firm; and
|
|
·
|
provide an open avenue of communication among the independent auditors, financial and senior management, and the Board.
|
We meet with management periodically to consider
the adequacy of the Company’s internal controls and the objectivity of its financial reporting. We discuss these matters
with the Company’s independent auditors and with appropriate financial personnel. We regularly meet privately with the independent
auditors, who have unrestricted access to the Audit Committee. We also recommend to the Board the appointment of the independent
auditors and review periodically their performance and independence from management. Toward that end, we have considered whether
the non-audit related services provided by Live Ventures Incorporated’s independent auditors are compatible with their independence.
In addition, we review our financing plans and report recommendations to the full Board for approval and to authorize action.
Management of Live Ventures Incorporated has primary
responsibility for the Company’s financial statements and the overall reporting process, including its system of internal
control structure. The independent auditors (i) audit the annual financial statements prepared by management, (ii) express an opinion
as to whether those financial statements fairly present Live Ventures Incorporated’s financial position, results of operations, and
cash flows in conformity with generally accepted accounting principles, and (iii) discuss with the Company any issues they believe
should be raised. Our responsibility is to monitor and review these processes.
It is not our duty or responsibility to conduct
auditing or accounting reviews or procedures. We are not employees of Live Ventures Incorporated while serving on the Audit Committee.
We are not and we may not represent ourselves to be or to serve as accountants or auditors by profession or experts in the fields
of accounting and auditing. Therefore, we have relied, without independent verification; on management’s representation that
the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally
accepted in the United States of America and on the representations of the independent auditors included in their report on Live Ventures Incorporated’s consolidated financial statements. Our oversight does not provide us with an independent basis to determine
that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls
and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, our considerations
and discussions with management and the independent auditors do not assure that the Company’s consolidated financial statements
are presented in accordance with accounting principles generally accepted in the United States of America, that the audit of the
Company’s consolidated financial statements has been carried out in accordance with generally accepted auditing standards
or that Live Ventures Incorporated’s independent accountants are, in fact, “independent.”
This year, we reviewed Live Ventures Incorporated’s
audited consolidated financial statements and met with both management and Anton & Chia, LLP, Live Ventures Incorporated’s independent
auditors, to discuss those consolidated financial statements. Management has represented to us that the consolidated financial
statements were prepared in accordance with accounting principles generally accepted in the United States of America. We have received
from and discussed with Anton & Chia, LLP the written disclosure and the letter required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees). These items relate to that firm’s independence from Live Ventures Incorporated. We also discussed with Anton & Chia, LLP any matters required to be discussed by Statement on Auditing Standards No. 61,
as amended (Communication with Audit Committees).
In reliance on the reviews and discussions
referred to above, we recommended to the Board that the Company’s audited consolidated financial statements
should be included in Live Ventures Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 30,
2015.
|
The Audit Committee
|
|
Dennis (De) Gao, Chairman
|
|
Richard D. Butler, Jr.
|
|
Tyler Sickmeyer
|
COMPENSATION OF NAMED EXECUTIVE OFFICERS
AND DIRECTORS
During fiscal year 2015, our executive management
team consisted of the following individuals:
Jon Isaac, 33
President and
Chief Executive Officer (and
Principal Financial and
Accounting Officer)
|
Mr. Jon Isaac was appointed President and Chief Executive Officer
of LiveDeal in January 2012. He is the founder of Isaac Organization, a privately held investment company. At Isaac Organization,
Mr. Isaac has closed a variety of multi-faceted real estate deals and has experience in aiding public companies to implement turnarounds
and in raising capital. Mr. Isaac studied Economics and Finance at the University of Ottawa, Canada.
|
Tony Isaac, 61
Financial Planning and Strategist/
Economist
|
Mr. Tony Isaac began serving as the Company’s Financial Planning and Strategist/Economist in July 2012. Mr. Isaac’s specialty is negotiation and problem-solving of complex real estate and business transactions. Mr. Isaac graduated from Ottawa University in 1981, where he majored in Commerce and Business Administration and Economics.
|
Tim Bailey, 68
Chairman and CEO of Marquis
|
Mr. Bailey is Chairman and CEO of Marquis. Mr. Bailey has 44 years
of leadership experience in the floorcovering industry, including 21 years with Marquis Industries. Mr. Bailey holds a CPA license
and spent the first 17 years of his career in a carpet industry-focused public accounting firm. In 1988, he left public accounting
to become a shareholder and Executive VP / CFO of Grassmore, Inc., which manufactured grass carpet. Mr. Bailey installed the internal
financial controls and helped Grassmore grow and oversaw its successful sale to Beaulieu of America in 1992. Mr. Bailey consulted
with Beaulieu for two years before acquiring Marquis Industries in 1994. Marquis was small and struggling at the time of Mr. Bailey’s
acquisition. He was able to build a strong leadership team and turn the company into a top 10 residential carpet manufacturer in
the US with a diversified product line of soft and hard surfaces for the residential and commercial markets.
|
Larry Heckman, 64
President of Best Buy Flooring Source, a division of Marquis
|
Mr. Heckman is President of Best Buy Flooring Source, a division
of Marquis, that operates Marquis’ carpet mill. Mr. Heckman has 43 years of experience leading sales in the floorcovering
industry, including 20 years with Marquis. He began his career in 1972 with Armstrong Cork Company, a leading flooring manufacturer,
where he trained its distributor sales force. In 1974 he moved to Mountain State Distributors, a distributor of Armstrong products,
and was promoted through its sales organization to VP of Sales. In 1985, Mr. Heckman co-founded the Columbine Carpet Corporation
to sell carpet and vinyl specials to carpet dealers. Columbine grew to over $18 million in sales by 1994 when he sold his interest
to his partner. In 1994, Mr. Heckman joined D&W Carpet, which was acquired by Beaulieu of America. Mr. Heckman handled National
Accounts and all Promotional Goods for Beaulieu before joining his friend Tim Bailey at Marquis Industries in 1996. Mr. Heckman
leads sales for all core Marquis products and has contributed greatly to its growth over the years.
|
David Stokes, 59
Vice President of Manufacturing
|
Mr. Stokes has 41 years of manufacturing experience in the floorcovering
industry, including 15 with Marquis. Mr. Stokes is an equipment guru who has been trained in some of the finest manufacturers in
the industry. At Marquis, he designed the layout and installed machinery for carpet yarn twisting, heat-setting, air entangling,
air twisting and space dying. He is responsible for production, safety and personnel. Also responsible for product cost, scheduling
and working with utility company for power, gas, water and waste water disposal. He has been a consistent innovator, developing
unique methods to twist and heat-set PET yarns on existing nylon machinery, as well as designing a space dye machine to dye PET
yarns. He works closely with all suppliers, including raw material and machinery suppliers, to continue to develop materials and
process machinery modifications and improvements.
|
Mark Rowland, 44
VP of Extrusion Operations
|
Mr. Rowland has 21 years of yarn extrusion experience, including eight with Marquis. He graduated with Most High Honors from The Georgia Institute of Technology with a degree in Polymer and Textile Chemistry and received a BS in Mathematics from Georgia College through the Dual Degree Program. Upon graduation, he moved to Dalton and began work in the carpet industry for Queen Carpet in the extrusion division as a Plant Chemist and later as Assistant to the Plant Manager. In 1998, Mr. Rowland co-founded an extrusion plant called Ideal Fibers. Ideal was acquired by The Dixie Group in early 1999. He was on a 5 year contract with The Dixie Group when the extrusion division was sold to Collins and Aikman Floorcoverings in 2002. He remained at C&A as the Plant Manager until 2006 when he helped Marquis build the current M&M Fibers extrusion plant.
|
SUMMARY COMPENSATION TABLE
Name and Principal Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)(1)
|
|
|
Stock
Awards
($)(2)
|
|
|
Option
Awards
($)(1)
|
|
|
Total
($)
|
|
Jon Isaac, President and Chief
|
|
|
2015
|
|
|
|
200,000
|
|
|
|
0
|
|
|
|
759,000
|
|
|
|
62,041
|
|
|
|
1,021,041
|
|
Executive Officer
|
|
|
2014
|
|
|
|
200,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
128,033
|
|
|
|
328,033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tony Isaac, Financial Planning and
|
|
|
2015
|
|
|
|
123,692
|
|
|
|
0
|
|
|
|
759,000
|
|
|
|
636,142
|
|
|
|
1,518,834
|
|
Strategist/Economist
|
|
|
2014
|
|
|
|
144,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
–
|
|
|
|
144,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Byron Hsu, Chief Executive Officer, President and Chief Technical Officer of Modern
|
|
|
2015
|
|
|
|
145,831
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
145,831
|
|
Everyday, Inc. (3)
|
|
|
2014
|
|
|
|
9,744
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
9,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tim Bailey, Chairman and CEO of Marquis Industries, Inc.
|
|
|
2015
|
|
|
|
41,250
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
41,250
|
|
|
|
|
2014
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Larry Heckman, President of Marquis Industries, Inc.
|
|
|
2015
|
|
|
|
41,250
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
41,250
|
|
|
|
|
2014
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Stokes, VP Manufacturing of Marquis Industries, Inc.
|
|
|
2015
|
|
|
|
41,250
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
41,250
|
|
|
|
|
2014
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Rowland, VP of Extrusions Operations.
|
|
|
2015
|
|
|
|
41,250
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
41,250
|
|
|
|
|
2014
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
_______________
|
(1)
|
The amounts reflect the dollar amount recognized for financial statement reporting purposes in accordance with ASC 718. These amounts reflect Live Ventures’ accounting expense for these awards, and do not correspond to the actual value that may be recognized by the NEOs.
|
|
(2)
|
Mr. Jon Isaac and Mr. Tony Isaac were each awarded a stock bonus of 300,000 shares of the Company’s common stock valued at $759,000.
|
|
|
|
|
(3)
|
Mr. Hsu was the Chief Executive Officer, President and Chief Technical Officer of our
subsidiary, Modern Everyday, Inc. Mr. Hsu’s employment commenced in August 2014 and he was terminated in September 2015.
|
EMPLOYMENT AGREEMENTS
On January 13, 2012, our Board of Directors
appointed Jon Isaac to serve as our President and Chief Executive Officer. At the time, the Company did not enter into a written
Employment Agreement with Mr. Isaac, but he was paid an annual salary of $1 for his services and was eligible to receive bonuses
in such forms and amounts as determined by our Compensation Committee.
On February 14, 2013, the Company entered into
a written Employment Agreement with Jon Isaac, pursuant to which he will continue serving as our President and Chief Executive
Officer for the period from January 1, 2013 to January 1, 2016. The material terms of the Employment Agreement are as follows:
|
·
|
$200,000 annual base salary throughout the term of the Employment Agreement.
|
|
·
|
Eligibility to receive performance-based bonuses in the sole discretion of the Company’s Compensation Committee.
|
|
·
|
Reimbursement for reasonable housing expenses.
|
|
·
|
Grant of options to purchase 450,000 shares of the Company’s common stock, subject to continued employment on the applicable vesting dates and the other terms and conditions summarized below:
|
|
o
|
150,000 shares will vest on the first anniversary of the date of grant and be exercisable for five years after vesting at an exercise price of $1.67 per share, which was reduced to $0.83 per share in June 2015;;
|
|
o
|
150,000 shares will vest in 12 equal monthly installments, beginning on the date that is 13 months after the date of grant and ending on the second anniversary of the date of grant, and be exercisable for five years after vesting at an exercise price of $2.50 per share, was reduced to $1.25 per share in June 2015; and
|
|
o
|
150,000 shares will vest in 12 equal monthly installments, beginning on the date that is 25 months after the date of grant and ending on the third anniversary of the date of grant, and be exercisable for five years after vesting at an exercise price of $3.33 per share, which was reduced to $0.83 per share in June 2015.
|
We do not have a written Employment Agreement with Tony Isaac.
On August 25, 2014, the Company entered into
a written Employment Agreement with Byron Hsu, pursuant to which he will serve as President, Chief Executive Officer, and Chief
Technical Officer of our newly acquired subsidiary, Modern Everyday, Inc. The material terms of the Employment Agreement are as
follows:
|
o
|
The initial term of the agreement was until February 28, 2016.
|
|
o
|
We agreed to pay Mr. Hsu a salary of $160,000 annually. If Mr. Hsu is requested to perform and does perform duties that result in substantial increases in responsibility beyond the scope of employment, we and Mr. Hsu will negotiate in good faith for an increased base salary.
|
|
o
|
From time to time, the Company may, in its discretion, pay a bonus to Mr. Hsu.
|
|
|
|
|
o
|
We have agreed that by June 30, 2015 we shall implement a bonus incentive plan for Mr. Hsu
which shall be paid on or before February 28, 2016. No payment was made by February 28, 2016 since he was terminated in
September 2015.
|
|
o
|
Mr. Hsu will be eligible for all customary and usual fringe benefits generally available to executives of Company subject to the terms and conditions of Company’s benefit plan documents and shall receive a company car, health and dental insurance.
|
In September 2015, Mr. Hsu was terminated.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR
END
The following table summarizes all stock options
held by the NEOs as of the end of fiscal 2015.
Name
|
|
Number of Securities
Underlying Unexercised
Options (#)
|
|
Option Exercise
Price ($)
|
|
Option
Expiration Date
|
Jon Isaac
|
|
150,000 (1)
|
|
$0.83
|
|
1/1/2019
|
|
|
150,000 (1)
|
|
$1.25
|
|
1/1/2020
|
|
|
150,000 (1)
|
|
$1.67
|
|
1/1/2021
|
|
|
|
|
|
|
|
Tony Isaac
|
|
300,000 (2)
|
|
$2.53
|
|
6/30/2020
|
|
|
250,000 (2)
|
|
$2.53
|
|
6/30/2021
|
|
|
|
|
|
|
|
Byron Hsu
|
|
-0-
|
|
$ –
|
|
–
|
|
|
|
|
|
|
|
Tim Bailey
|
|
-0-
|
|
$ –
|
|
–
|
|
|
|
|
|
|
|
Larry Heckman
|
|
-0-
|
|
$ –
|
|
–
|
|
|
|
|
|
|
|
David Stokes
|
|
-0-
|
|
$ –
|
|
–
|
|
|
|
|
|
|
|
Mark Rowland
|
|
-0-
|
|
$ –
|
|
–
|
_______________
(1) 150,000 shares ($0.83
per share exercise price) vested on January 1, 2014. 150,000 shares ($1.25 per share exercise price) will vest in 12 equal monthly
installments between February 1, 2014 and January 1, 2015. 150,000 shares ($1.67 per share exercise price) will vest in 12 equal
monthly installments between February 1, 2015 and January 1, 2016.
(2) 300,000 shares
($2.53 per share exercise price) vested on June 30, 2015 and 150,000 shares ($2.53 per share exercise price) will vest on June
30, 2016.
DIRECTOR COMPENSATION
The table on the following page summarizes compensation
paid to each of our non-employee directors who served in such capacity during fiscal 2015.
Name
|
|
|
Fees Earned or
Paid in Cash
($)
|
|
|
|
Stock Awards
($)(1)
|
|
|
|
Total
($)
|
|
Richard D. Butler, Jr.
|
|
|
–
|
|
|
|
30,000
|
|
|
|
30,000
|
|
Dennis Gao
|
|
|
30,000
|
|
|
|
–
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tyler Sickmeyer
|
|
|
18,000
|
|
|
|
–
|
|
|
|
18,000
|
|
_______________
(1)
|
Amounts represent value of shares granted to directors in lieu of paying monthly cash director fees earned in fiscal 2015 in cash. The number of shares granted was determined by dividing the cash director fee payable to the applicable director for the immediately preceding month by the price of the Company’s common stock, as reported by the NASDAQ Capital Market, on the date of grant.
|
|
|
Director Compensation Arrangements
Mr. Butler receives $2,500 monthly, or $30,000 annually in cash
compensation for his services as a director. With the consent of the Company, Mr. Butler received stock in lieu of monthly cash
compensation earned in August and September.
Prior to May 2014, Mr. Gao received $2,083 monthly, or $25,000 annually
in cash compensation for his services as a director. Currently, Mr. Gao receives $2,500 monthly, or $30,000 annually in cash compensation
for his services as a director.
Mr. Sickmeyer receives $1,500 monthly, or $18,000 annually in cash
compensation for his services as a director.
The Board recommends a vote FOR the election
of each of the director nominees.
ADVISORY VOTE ON COMPENSATION OF
NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)
(Proposal No. 2)
Proposed Advisory Resolution of Stockholders
At the Annual Meeting, stockholders will be
given the opportunity to vote on the following advisory resolution:
RESOLVED, that the stockholders of Live Ventures Incorporated hereby
approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to
Item 402 of Regulation S-K, including, the compensation tables and accompanying narrative discussion set forth in this Proxy
Statement.
Background on Proposal
In accordance with the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the “Dodd-Frank Act”) and related SEC rules, stockholders are being given the opportunity to vote at
the Annual Meeting on this advisory resolution regarding the compensation of our named executive officers (commonly referred to
as “say-on-pay”). For more information about the compensation that we paid to our named executive officers during fiscal
2015, as well as a description of our overall executive compensation philosophy and program, please refer to the “Compensation
of Named Executive Officers and Directors” section of this Proxy Statement, as well as the compensation tables and accompanying
narrative disclosures that follow such section.
Effects of Advisory Vote
Because the vote on this proposal is advisory in nature, it will
not affect any compensation already paid or awarded to our named executive officers and will not be binding on the Board or the
Compensation Committee. However, the Compensation Committee and the Board will consider the outcome of the vote when making future
executive compensation decisions.
Vote Required
The resolution approving, on an advisory basis, the compensation
of our named executive officers (“say-on-pay”) will be approved if a majority of the votes cast at the Annual Meeting
are voted in favor of the proposal, assuming a quorum is present. A properly executed proxy marked “ABSTAIN” with respect
to the proposal will not be voted or treated as a vote cast, although it will be counted for purposes of determining whether a
quorum is present. Accordingly, an abstention will not affect the outcome of the proposal. Brokers are not entitled to use their
discretion to vote uninstructed proxies with respect to the proposal, and any such “broker non-votes” will not deemed
a vote cast
.
The Board recommends a vote FOR approval
of the resolution set forth above
regarding the compensation of our named executive officers
.
RATIFICATION OF OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
(Proposal No. 3)
Audit Committee Appointment –
Anton & Chia,
LLP
Our Audit Committee, pursuant to authority granted
to it by the Board, has selected Anton & Chia, LLP, certified public accountants (“Anton”), as independent auditors
to examine our annual consolidated financial statements for the fiscal year ending September 30, 2016. The Board is submitting
this proposal to the vote of the stockholders in order to ratify the Audit Committee’s selection. If stockholders do not
ratify the selection of Anton, the Audit Committee will reconsider its selection of our independent registered public accounting
firm for fiscal 2016, although the Audit Committee will be under no obligation to change its selection.
Change in Independent Registered Public Accounting Firm
On May 6, 2014, the Company dismissed Kabani
as its independent registered public accounting firm and approved the engagement of Anton to replace Kabani as its independent
accountant. Both actions were approved by the Company’s Audit Committee. The reports issued by Kabani with respect to the
Company’s financial statements for the past two fiscal years, which ended on September 30, 2013 and 2012, respectively, did
not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles.
During the Company’s two most recent fiscal
years (and the subsequent interim period preceding Kabani’s dismissal), there were no disagreements between the Company and
Kabani on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Kabani, would have caused Kabani to make reference to the subject matter
of the disagreement(s) in connection with its report(s). In addition, there were no “reportable events” as defined
in Item 304(a)(1)(v) of Regulation S-K during such periods.
During the Company’s two most recent fiscal
years (and the subsequent interim period preceding the Company’s engagement of Anton), neither the Company nor anyone on
its behalf consulted Anton regarding (i) the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered by Anton with respect to the Company’s financial statements;
or (ii) any matter that was either the subject of a disagreement between the Company and Kabani or a “reportable event”
as defined in Item 304(a)(1)(v) of Regulation S-K.
Audit and Other Fees
We paid the following fees to our independent
registered public accounting firm, Anton, for work performed in fiscal 2015 and 2014:
|
|
2014
|
|
|
2015
|
|
Audit Fees
|
|
$
|
50,000
|
|
|
|
97,613
|
|
Audit-Related Fees
|
|
|
–
|
|
|
|
96,532
|
|
Tax Fees
|
|
|
–
|
|
|
|
–
|
|
All Other Fees
|
|
|
2,002
|
|
|
|
–
|
|
Total
|
|
|
52,002
|
|
|
|
194,145
|
|
We paid the following fees to our prior independent
registered public accounting firm, Kabani, for work performed in fiscal through May 6, 2014:
|
|
2014
|
|
Audit Fees
|
|
$
|
55,000
|
|
Audit-Related Fees
|
|
|
838
|
|
Tax Fees
|
|
|
–
|
|
All Other Fees
|
|
|
13,500
|
|
Total
|
|
|
69,338
|
|
Each year, the Audit Committee approves the
annual audit engagement in advance. The Audit Committee also has established procedures to pre-approve all non-audit services provided
by the Company’s independent registered public accounting firm. All 2015 and 2014 non-audit services listed above were pre-approved.
Audit Fees
: This category includes the
audit of our annual financial statements and review of financial statements included in our annual and periodic reports that are
filed with the SEC. This category also includes advice on audit and accounting matters that arose during, or as a result of, the
audit or the review of interim financial statements, and the preparation of an annual “management letter” on internal
control and other matters.
Audit-Related Fees
: This category consists
of travel expenses for the auditors.
Tax Fees
: This category consists of
professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed
under this category include technical tax advice.
All Other Fees
:
This category
includes services performed for the preparation of responses to SEC and NASDAQ correspondence, as well as reviews of Registration
Statements that we file from time to time with the SEC.
Attendance of Auditors at 2015 Annual Meeting
Representatives of Anton are not expected to
be present at the Annual Meeting.
Vote Required
The ratification of the Audit Committee’s
appointment of Anton as our independent registered public accounting firm for the fiscal year ending September 30, 2016 will be
approved if a majority of the votes cast affirmatively or negatively at the Annual Meeting are voted in favor of the proposal,
assuming a quorum is present. A properly executed proxy marked “ABSTAIN” with respect to such matter will not be voted
or treated as a vote cast, although it will be counted for purposes of determining whether a quorum is present. Accordingly, an
abstention will not affect the outcome of this proposal. Brokers are entitled to use their discretion to vote uninstructed proxies
with respect to ratification of our independent auditors.
The Board recommends a vote FOR ratification
of the Audit Committee’s appointment of
Anton & Chia, LLP as our independent
registered public accounting firm for fiscal 2016.
STOCKHOLDER NOMINATIONS AND OTHER PROPOSALS
To be considered for inclusion in our
proxy materials relating to our 2017 Annual Meeting, stockholder nominations or other proposals must be received at our
principal executive offices by February 23, 2017, which is 120 calendar days prior to the anniversary of the mailing date of
the Company’s 2016 Proxy Statement. All stockholder proposals must be in compliance with applicable laws and
regulations, including the provisions of Rule 14a-8 of the Exchange Act, in order to be considered for possible inclusion in
the proxy statement and form of proxy for the 2017 Annual Meeting.
Pursuant to Section 2.7 of
the Company’s Amended and Restated Bylaws, any notice of a stockholder nomination or other proposal submitted outside
of the process prescribed by Rule 14a-8 of the Exchange Act (i.e., proposals that are not to be included in the
Company’s proxy statement and form of proxy) received after February 23, 2017 will be considered untimely. To be in
proper written form, a stockholder’s notice must set forth, as to each matter such stockholder proposes to bring before
the annual meeting, (i) a brief description of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or
series and number of shares of capital stock of the Company that are owned beneficially or of record by such stockholder,
(iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including
their names) in connection with the proposal of such business by such stockholder and any material interest of such
stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the
annual meeting to bring such business before the meeting.
OTHER MATTERS
As of the date of this Proxy Statement, the
Board does not intend to present at the Annual Meeting any matters other than those described herein and does not presently know
of any matters that will be presented by other parties. If any other matter is properly brought before the meeting for action by
stockholders, proxies in the enclosed form returned to us will be voted in accordance with the recommendation of the Board or,
in the absence of such a recommendation, in accordance with the judgment of the proxy holder.
ELECTRONIC DELIVERY OF FUTURE ANNUAL MEETING
MATERIALS
We are offering our stockholders the opportunity
to consent to receive our future proxy materials and annual reports electronically by providing the appropriate information when
voting via the Internet. Electronic delivery could save us a significant portion of the costs associated with printing and mailing
annual meeting materials, and we hope that our stockholders find this service convenient and useful. If you consent and we elect
to deliver future proxy materials and/or annual reports to you electronically, then we will send you a notice (either by electronic
mail or regular mail) explaining how to access these materials but will not send you paper copies of these materials unless you
request them. We may also choose to send one or more items to you in paper form despite your consent to receive them electronically.
Your consent will be effective until you revoke it by terminating your registration at the website www.investordelivery.com if
you hold shares at a brokerage firm or bank participating in the ADP program, or by contacting our transfer agent,
VStock Transfer, LLC, if you hold shares in your own name.
By consenting to electronic delivery, you are
stating to us that you currently have access to the Internet and expect to have access in the future. If you do not have access
to the Internet, or do not expect to have access in the future, please do not consent to electronic delivery because we may rely
on your consent and not deliver paper copies of future annual meeting materials. In addition, if you consent to electronic delivery,
you will be responsible for your usual Internet charges (e.g., online fees) in connection with the electronic delivery of the proxy
materials and annual report.
WHERE YOU CAN FIND MORE INFORMATION
The Company is subject to the informational
requirements of the Exchange Act. The Company files reports, proxy statements and other information with the SEC. The public may
read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling 1-800-SEC-0330. The statements
and forms we file with the SEC have been filed electronically and are available for viewing or copy on the SEC maintained Internet
site that contains reports, proxy, and information statements, and other information regarding issuers that file electronically
with the SEC. The Internet address for this site can be found at:
www.sec.gov
.
A copy of our Annual Report on Form 10-K for
the fiscal year ended September 30, 2015, has been mailed to you with this Proxy Statement. Except as provided above, the Annual
Report is not to be considered a part of these proxy soliciting materials or subject to Regulations 14A or 14C or to the liabilities
of Section 18 of the Exchange Act. The information contained in the “Audit Committee Report” and “Compensation
Committee Report” shall not be deemed “filed” with the SEC or subject to Regulations 14A or 14C or to the liabilities
of Section 18 of the Exchange Act. We will provide upon written request, without charge to each stockholder of record as of the
record date, a copy of our Annual Report on Form 10-K for the fiscal year ended September 30, 2015, as filed with the SEC. Any
exhibits listed in the Form 10-K report also will be furnished upon request at the actual expense incurred by us in furnishing
such exhibits. Any such requests should be directed to our Corporate Secretary at our principal executive offices at 325 East Warm
Springs Road, Suite 102, Las Vegas, Nevada 89119.
STOCKHOLDERS ARE URGED TO
IMMEDIATELY MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY VIA FACSIMILE TO THE ATTENTION OF ACCOUNTING MANAGER, LIVE
VENTURES INCORPORATED, AT (702) 939-0246 OR IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOUR VOTE IS
IMPORTANT.
Live Ventures Incorporated
/s/ Jon Isaac
Jon Isaac
President and Chief Executive Officer
June 10, 2016
ANNEX A
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
Live Ventures Incorporated
TO BE HELD ON JULY 21, 2016
Jon Isaac and Tony Isaac, and each of them, each with full
power of substitution, hereby are authorized to vote as specified below or, with respect to any matter not set forth below,
as a majority of those or their substitutes present and acting at the meeting shall determine, all of the shares of common
stock of Live Ventures Incorporated that the undersigned would be entitled to vote, if personally present, at the 2016 Annual
Meeting of Stockholders and any adjournment thereof.
IF THIS PROXY IS PROPERLY DATED AND EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED IN THE MANNER DIRECTED HEREIN AND, IN
THE ABSENCE OF DIRECTION THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS.
PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY. Please mark vote
in box using blue or black ink only.
1. ELECTION OF DIRECTORS
☐
ALL NOMINEES LISTED BELOW
|
☐
WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
|
|
|
☐
WITHHOLD
AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW EXCEPT :
_________________________________________________________________________________
|
(1) Jon Isaac
(2) Tony Isaac
(3) Richard D. Butler Jr.
(4) Dennis (De) Gao
(5) Tyler Sickmeyer
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided above. The undersigned hereby confer(s) upon the proxy and each of them discretionary
authority with respect to the election of directors in the event that any of the above nominees is unable or unwilling to serve)
2. ADVISORY VOTE
ON COMPENSATION OF NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)
RESOLVED, that the stockholders of Live Ventures Incorporated
hereby approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the
Compensation Discussion and Analysis and compensation tables (and accompanying disclosures) set forth in this Proxy
Statement.
☐
FOR
|
☐
AGAINST
|
☐
ABSTAIN
|
3. RATIFICATION OF INDEPENDENT
ACCOUNTANTS
☐
FOR
|
☐
AGAINST
|
☐
ABSTAIN
|
4. AS RECOMMENDED BY THE BOARD OF DIRECTORS,
OR IN THE ABSENCE OF SUCH RECOMMENDATION IN THEIR OWN DISCRETION, TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
SAID MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
Please sign exactly as your name appears below.
When shares are held by joint tenants, each should sign. When signing as attorney, executor, administrator, trustee, guardian,
corporate officer, or partner, please give full title as such.
Date: __________, 2016
|
|
|
Signature
|
|
|
|
|
|
Signature if held jointly
|
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
A-1
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