Proxy Statement (definitive) (def 14a)

Date : 10/07/2016 @ 12:25PM
Source : Edgar (US Regulatory)
Stock : Strikeforce Technologies, Inc. (PC) (SFOR)
Quote : 0.0154  0.0013 (9.22%) @ 3:58PM

Proxy Statement (definitive) (def 14a)

 

SCHEDULE 14A

 

Information Required in Proxy Statement

Pursuant to Section 14(a) of the Securities Exchange Act of 1934

 

Check the appropriate box:

 

¨ Preliminary Information Statement

 

 

x

Definitive Information Statement


STRIKEFORCE TECHNOLOGIES, INC.

(Name of Company As Specified In Charter)

 

Not Applicable

(Name of Person(s) Filing the Information Statement if other than Company)

 

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

 

¨ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

 

 

1) Title of each class of securities to which transaction applies:

 

 

Common Stock, par value $0.0001 per share; Series A Preferred Stock, no par value, Series B Stock, $0.10 par value

 

 

2) Aggregate number of securities to which transaction applies:

 

 

2,295,180,145 Common Stock; 3 Class A Preferred Stock; 50,001 Class B Preferred Stock

 

 

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

 

 

4) Proposed maximum aggregate value of transaction:

 

 

¨ 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.

 

 

1) Amount Previously Paid:

 

 

 

2) Form, Schedule or Registration Statement No.:

 

 

 

3) Filing Party:

 

 

 

4) Date Filed:

 

 

 
 
 

STRIKEFORCE TECHNOLOGIES, INC.

1090 King Georges Post Road – Suite 603

Edison, NJ 08837

(732) 661-9641

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 18, 2016

 

The Annual Meeting of Stockholders (the "Annual Meeting") of STRIKEFORCE TECHNOLOGIES, INC., a New Jersey corporation (the "Company"), will be held at 4:00 p.m., local time, on November 18, 2016 at 1090 King Georges Post Road, Suite 603, Edison, NJ 08837 , for the following purposes:

 

 

(1) To elect three members to the Company's Board of Directors to hold office until the Company's next Annual Meeting of Stockholders in 2017 or until each Director’s successor is duly elected and qualified; and

 

 

 

 

(2) To ratify the appointment of Weinberg and Company, PA, as the Company's independent certified public accountants;

 

 

 

 

(3) To consider and, if deemed advisable, approve an advisory vote on executive compensation.

 

 

 

 

(4) To consider an advisory vote determining the frequency of future executive compensation advisory votes.

 

 

 

 

(5) To transact such other business as may properly come before the Annual Meeting and any adjournment thereof.

 

The Board of Directors has fixed the close of business on October 7, 2016, as the record date for determining those Stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof.

 

This year, the Company has decided to deliver its meeting materials, which includes the proxy statement (the “ Meeting Materials ”), to Stockholders by posting them on a website (http://www.strikeforcetech.com, which website, apart from the Meeting Materials, is not incorporated into this Proxy). The use of this delivery method is more environmentally friendly as it helps reduce paper use and it will also reduce the Company’s printing and mailing costs. The Meeting Materials will be available on the website as of October 17, 2016, and will remain on there for one year thereafter. All Stockholders will receive a notice and access notification, which will contain information on how to obtain electronic and paper copies of the Meeting Materials in advance of the Meeting. Stockholders may request paper copies of the Meeting Materials be sent to them by postal delivery for one year from the mailing of the Meeting Materials. These copies will be mailed by the Company and are available at no cost to Stockholders. If you wish copies of the Meeting Materials, please call the Company. Where a request for paper copies of the Meeting Materials is made before the Meeting, the materials will be sent to the requesting Stockholder within three (3) business days of the request. Stockholders that wish to receive paper copies of the Meeting Materials before the voting deadline and the Meeting date should ensure their request is received no later than five (5) business days before the date that is 48 hours (excluding Saturdays, Sundays and statutory holidays prior to the Meeting.

 

  By Order of the Board of Directors
Edison, NJ      
October 7, 2016 By: /s/ Mark L. Kay

 

 

MARK L. KAY  
    CHIEF EXECUTIVE OFFICER  

 

THE BOARD OF DIRECTORS REQUESTS THAT YOU COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. THE RETURN OF THE ENCLOSED PROXY CARD WILL NOT AFFECT YOUR RIGHT TO REVOKE YOUR PROXY OR TO VOTE IN PERSON IF YOU DO ATTEND THE ANNUAL MEETING.

 

Regardless of the number of shares you own or whether you plan to attend the meeting, it is important that your shares be voted. Please fill in, date, sign and return the enclosed proxy card. If you hold your shares in "street name" (that is, through a broker, bank or other nominee), complete, date and sign the voting instruction card that has been provided by your broker, bank or other nominee and return it in the enclosed envelope. If you hold your shares directly and will attend the meeting, remember to bring a form of personal identification with you and, if acting as a proxy for another stockholder, bring written confirmation from that Stockholder that you are acting as a proxy. If you hold your shares in "street name" and will attend the meeting, bring a form of personal identification with you and proof of beneficial ownership. The annual and special meeting for which this notice is given may be adjourned without further notice other than announcement at the meeting or any adjournment thereof. Any business for which notice is hereby given may be transacted at any such adjourned meeting.

 

 
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STRIKEFORCE TECHNOLOGIES, INC.

1090 King Georges Post Road – Suite 603

Edison, NJ 08837

(732) 661-9641

 

PROXY STATEMENT

 

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of STRIKEFORCE TECHNOLOGIES, INC., a Wyoming corporation (the "Company"), for proxies from the holders of the Company's common stock, par value $0.0001 per share (the "Common Stock"), Series A Preferred Stock, no par value (“Series A Preferred Stock”) and Series B Preferred Stock, $0.10 par value (“Series B Preferred Stock”).

 

The approximate date that this Proxy Statement and the enclosed form of proxy are first being sent to Stockholders is October 11, 2016. Stockholders should review the information provided herein in conjunction with the Company's 2015 Annual Report, which was filed with the Securities and Exchange Commission on April 14, 2016 and the Company quarterly filings on Form 10-Q. The Company's principal executive offices are located at 1090 King Georges Post Road – Suite 603, Edison, NJ 08837, telephone (732) 661-9641.

 

INFORMATION CONCERNING PROXY

 

The enclosed proxy is solicited on behalf of the Company's Board of Directors. Stockholders who hold their shares through an intermediary must provide instructions on voting as requested by their bank or broker. The giving of a proxy does not preclude the right to vote in person should any shareholder giving the proxy so desire. Stockholders have an unconditional right to revoke their proxy at any time prior to the exercise thereof by filing with the Company's Secretary at the Company's executive office a written revocation or duly executed proxy bearing a later date; however, no such revocation will be effective until written notice of the revocation is received by the Company.

 

The cost of preparing, assembling and mailing this Proxy Statement and the enclosed proxy will be borne by the Company. In addition to the use of U.S. mail and email, employees of the Company may solicit proxies personally, by email and by telephone. The Company's employees will receive no compensation for soliciting proxies. The Company may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy material to their principals and to request authority for the execution of proxies. The Company may reimburse such persons for any out-of-pocket expenses incurred in this solicitation.

 

OTHER MATTERS; DISCRETIONARY VOTING

 

Our Board of Directors does not know of any matters, other than as described in this Proxy Statement that may be raised in the Annual Meeting. If the requested proxy is given to vote, the persons named in such proxy will have authority to vote in accordance with their best judgment on any other matter that is properly presented for action.

 

RIGHT TO REVOKE PROXIES

 

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. Proxies may be revoked by:

 

· filing with the Chief Executive Officer of the Company, before the polls are closed with respect to the vote, a written notice of revocation bearing a later date than the proxy;

 

 

· duly executing a subsequent proxy relating to the same shares of common stock or preferred stock and delivering it to the Chief Executive Officer of the Company.

 

Any written notice revoking a proxy should be sent to: Mark L. Kay, STRIKEFORCE TECHNOLOGIES, INC., 1090 King Georges Post Road – Suite #603, Edison, NJ 08837.


 
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PURPOSE OF THE ANNUAL MEETING

 

At the annual meeting, the Company's Stockholders will consider and vote upon the following matters:

 

 

(1) To elect three members to the Company's Board of Directors to hold office until the Company's next Annual Meeting of Stockholders in 2017 or until each Director’s successor is duly elected and qualified; and

 

 

 

 

(2) To ratify the appointment of Weinberg and Company, PA, as the Company's independent certified public accountants;

 

 

 

 

(3) To consider and, if deemed advisable, approve an advisory vote on executive compensation.

 

 

 

 

(4) To consider an advisory vote determining the frequency of future executive compensation advisory votes.

 

 

 

 

(5) To transact such other business as may properly come before the Annual Meeting and any adjournment thereof.

 

Unless contrary instructions are indicated on the enclosed proxy, all shares represented by valid proxies received pursuant to this solicitation (and which have not been revoked in accordance with the procedures set forth above) will be voted FOR in regards to all the matters requiring a vote. In the event a shareholder specifies a different choice by means of the enclosed proxy, such shareholder's shares will be voted in accordance with the specification so made.

 

MARKET FOR COMMON EQUITY AND OTHER STOCKHOLDER MATTERS

 

The Company trades on the OTC Markets under the symbol "SFOR." Inclusion on the OTC Markets permits price quotation for our shares to be published by such service.

 

OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS

 

The Board of Directors has set the close of business on October 7, 2016 as the record date (the "Record Date") for determining Stockholders of the Company entitled to receive notice of and to vote. As of the date herein there are 2,295,180,145 shares of Common Stock, $0.0001 par value (the "Common Stock") issued and outstanding, and 3 shares of Series A preferred stock, no par value (the “Series A Preferred Stock”), issued and outstanding, and 50,001 shares of Series B preferred stock, par value $0.10 per share (“Series B Preferred Stock”), all of which are entitled to be voted. Each share of Common Stock is entitled to one vote on each matter submitted to Stockholders for approval. The Series A Preferred Stock collectively has voting rights equal to eighty percent of the total current issued and outstanding shares of common stock. The Series B Preferred Stock collectively has voting rights equal to ten votes for each shares of Series B Preferred Stock held.

 

The presence, in person or by proxy, of at least a majority of the total number of voting shares of Common Stock and Preferred Stock outstanding on the Record Date will constitute a quorum. Abstentions and broker non-votes will be counted as shares for purposes of determining a quorum.

 

The Company will select one or more inspectors to determine the number of shares of Common Stock, the existence of a plurality, the validity and effect of the proxies, and shall receive, count, and tabulate ballots and votes, and determine the results thereof.

 

A list of Stockholders entitled to vote will be available for examination by any shareholder at the Company's principal executive offices located at 1090 King Georges Post Road, Suite 603, Edison, New Jersey for a period of 10 days prior to the Annual Meeting Date.

 

 
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information as of October 7, 2016, with respect to the shares of common stock beneficially owned by: (i) each current director; (ii) each executive officer; (iii) all current executive officers (regardless of salary and bonus level) and directors as a group; and (iv) each person or entity known by us to beneficially own more than 5% of our outstanding common stock. The address for each director and executive officer and the beneficial owner is 1090 King Georges Post Road, Suite 603, Edison, New Jersey 08837. Unless otherwise indicated, the shareholders listed in the table below have sole voting and investment powers with respect to the shares indicated:

 

This table is based upon information obtained from our stock records.

 

NAME OF BENEFICIAL OWNER

 

AMOUNT OF

OWNERSHIP (1)

 

 

PERCENTAGE
OF CLASS (2) (excluding Preferred
Stock (11))

 

 

 

 

 

 

 

 

Mark L. Kay

 

 

35 (3),(11)

 

 

0.0001 %

Ramarao Pemmaraju

 

 

37 (4),(5),(11)

 

 

0.0002 %

George Waller

 

 

22 (6),(7),(11)

 

 

0.0001 %

All directors and executive officers as a group (3 persons)

 

 

94 (8)

 

 

0.0004 %

NetLabs.com, Inc.

 

 

2 (9),(10)

 

 

0.000008 %
_____________

(1)

A person is deemed to be the beneficial owner of securities that can be acquired by such person within 90 days from the date hereof.

(2)

Based on 22,711,924 shares of common stock outstanding as of December 31, 2015; also including 291,470 shares of common stock available upon the conversion of certain convertible loans, 1,000,080 shares of common stock underlying options and 30 shares of common stock underlying common stock purchase warrants.

(3)

Includes 6 shares of common stock available upon the conversion of certain convertible loans valued at $9,750,000,000 per share for $240,000 of convertibles and $7,312,500,000 per share for $28,000 of convertibles, 25 shares of common stock underlying vested five-year options valued from $2,242,500 to $9,750,000 per share, 1 share of common stock underlying vested ten-year options valued from $78,000,000 to $365,625,000 per share and 1 share of common stock underlying common stock purchase warrants, exercisable at $9,750,000,000. Mark L. Kay, along with Ramarao Pemmaraju and George Waller each hold one share of Series A Preferred Shares which, collectively, allow the holders to vote up to 80% of the issued and outstanding shares of common and preferred stock; Mark Kay, along with Ramarao Pemmaraju and George Waller have irrevocably waived any conversion rights.

(4)

Includes 4 shares of common stock available upon the conversion of certain convertible loans valued at $9,750,000,000 per share for $25,000 of convertibles and $7,312,500,000 per share for $5,000 of convertibles, 29 shares of common stock underlying vested five-year options valued from $2,242,500 to $9,750,000 per share, 1 share of common stock underlying vested ten-year options valued from $78,000,000 to $195,000,000 per share and 1 share of common stock underlying common stock purchase warrants, exercisable at $9,750,000,000. Of the total shares, 9 shares, consisting of 4 shares of common stock available upon the conversion of certain convertible loans valued at $9,750,000,000 per share for $25,000 of convertibles and $7,312,500,000 per share for $5,000 of convertibles, 2 shares of common stock underlying vested five-year options valued from $2,242,500 to $9,750,000 per share, 2 share of common stock underlying vested ten-year options valued from $78,000,000 to $195,000,000 per share and 1 share of common stock underlying common stock purchase warrants, exercisable at $9,750,000, are in the name of Sunita Pemmaraju who is a family member of Ramarao Pemmaraju. Mark L. Kay, along with Ramarao Pemmaraju and George Waller each hold one share of Series A Preferred Shares which, collectively, allow the holders to vote up to 80% of the issued and outstanding shares of common stock; Mark Kay, along with Ramarao Pemmaraju and George Waller have irrevocably waived any conversion rights.


 
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(5)

Excludes shares owned by NetLabs.com, Inc. which is controlled by Ramarao Pemmaraju and another individual.

(6)

Shares are listed in the name of Katherine LaRosa who is a family member of George Waller.

(7)

Includes 19 shares of common stock underlying vested five-year options valued from $2,242,500 to $9,750,000 per share and 2 shares of common stock underlying vested ten-year options valued from $78,000,000 to $195,000,000 per share. Mark Kay, along with Ramarao Pemmaraju and George Waller each hold one share of Series A Preferred Shares which, collectively, allow the holders to vote up to 80% of the issued and outstanding shares of common stock; Mark Kay, along with Ramarao Pemmaraju and George Waller have irrevocably waived any conversion rights.

(8)

Includes 10 shares of common stock available upon the conversion of certain convertible loans valued at $9,750,000,000 per share for $265,000 of convertibles and $7,312,500,000 per share for $33,000 of convertibles, 73 shares of common stock underlying vested five-year options valued from $2,242,500 to $9,750,000,000 per share, 4 shares of common stock underlying vested ten-year options valued from $78,000,000 to $195,000,000 per share and 2 shares of common stock underlying common stock purchase warrants, exercisable at $9,750,000,000. Excludes the Series A Preferred Shares: Mark L. Kay, along with Ramarao Pemmaraju and George Waller, each hold one share of Series A Preferred Shares which, collectively, allow the holders to vote up to 80% of the issued and outstanding shares of common stock; Mark Kay, along with Ramarao Pemmaraju and George Waller, have irrevocably waived any conversion rights.

(9)

Ramarao Pemmaraju controls NetLabs.com, Inc. along with another individual.

(10)

Includes 1 share of common stock underlying vested ten-year options valued at $1,950,000 per share.

(11)

Mark Kay, along with Ramarao Pemmaraju and George Waller hold 3 shares of preferred stock. The Series A Preferred Stock collectively has voting rights equal to eighty percent of the total current issued and outstanding shares of common stock.

 

Common Stock

 

The shares of our common stock presently outstanding, and any shares of our common stock issues upon exercise of stock options and/or common stock purchase warrants, will be fully paid and non-assessable. Each holder of common stock is entitled to one vote for each share owned on all matters voted upon by shareholders, and a majority vote is required for all actions to be taken by shareholders. In the event we liquidate, dissolve or wind-up our operations, the holders of the common stock are entitled to share equally and ratably in our assets, if any, remaining after the payment of all our debts and liabilities and the liquidation preference of any shares of preferred stock that may then be outstanding. The common stock has no preemptive rights, no cumulative voting rights, and no redemption, sinking fund, or conversion provisions. Since the holders of common stock do not have cumulative voting rights, holders of more than 50% of the outstanding shares can elect all of our Directors, and the holders of the remaining shares by themselves cannot elect any Directors. Holders of common stock are entitled to receive dividends, if and when declared by the Board of Directors, out of funds legally available for such purpose, subject to the dividend and liquidation rights of any preferred stock that may then be outstanding.

 

Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders.

 

 
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Preferred Stock

 

On October 21, 2010, we amended our Articles of Incorporation in New Jersey to authorize 10,000,000 shares of preferred stock, par value $0.10. The designations, rights, and preferences of such preferred stock are to be determined by the Board of Directors. On November 15, 2010, we changed our domicile from the state of New Jersey to the state of Wyoming.

 

In addition to the 10,000,000 shares of preferred stock authorized, on January 10, 2011, 100 shares of preferred stock were designated as Series A Preferred Stock and 100,000,000 shares were designated as Series B Preferred Stock. The bylaws under the Wyoming Incorporation were amended to reflect the rights and preferences of each additional new designation.

 

The Series A Preferred Stock collectively has voting rights equal to eighty percent of the total current issued and outstanding shares of common stock. If at least one share of Series A Preferred Stock is outstanding, the aggregate shares of Series A Preferred Stock shall have voting rights equal to the number of shares of common stock equal to four times the sum of the total number of shares of common stock issued and outstanding, plus the number of shares of Series B Preferred Stock (or other designated preferred stock) which are issued and outstanding. In February 2011, we issued three shares of non-convertible Series A preferred stock valued at $329,000 per share, or $987,000 in aggregate, for voting purposes only, to the three members of our management team at one share each. The issued and outstanding shares of the Series A preferred stock have voting rights equal to eighty percent of the total issued and outstanding shares of our common stock. This effectively provided them, upon retention of their Series A Preferred Stock, voting control on matters presented to our shareholders. Mark Kay, along with Ramarao Pemmaraju and George Waller, has irrevocably waived any conversion rights.

 

The Series B Preferred Stock have preferential liquidation rights in the event of any liquidation, dissolution or winding up of the Company, such liquidation rights to be paid from our assets not delegated to parties with greater priority at $1.00 per share or, in the event an aggregate subscription by a single subscriber of the Series B Preferred Stock is greater than $100,000,000, $0.997 per share. The Series B Preferred Stock shall be convertible to a number of shares of common stock equal to the price of the Series B Preferred Stock divided by the par value of the Series B Preferred Stock, par value $0.10. The Series B Preferred Stock has ten votes on matters presented to our shareholders for one share of Series B Preferred Stock held.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

RELATED PARTY CONVERTIBLE NOTES

 

Convertible notes payable - related parties consisted of twelve unsecured convertible notes payable: six to the Company's Chief Executive Officer, for $268,000, at a compounded interest rate of 8% per annum; two to the Company's VP of Technology, for $57,500, interest ranging from prime plus 2% to prime plus 4% per annum; and four to the spouse of the Company's Chief Technology Officer, for $30,000, at a compounded interest rate of 8% per annum. All of the notes are convertible at a fixed conversion price of $9,750,000,000 per share, as defined in the agreements, and have extended due dates of December 31, 2016. The balance of the outstanding convertible notes payable - related parties was $355,500 and $355,500 as of June 30, 2016 and December 31, 2015, respectively. At June 30, 2016, all convertible notes payable-related parties are current liabilities.


 
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As of June 30, 2016, our company's open convertible note balances - related parties were $355,500, listed as follows:

 

·

$268,000 to our CEO – current portion

·

$57,500 to our VP of Technical Services – current portion

·

$30,000 to a relative of our CTO & one of our Software Developers – current portion

 

The terms of convertible secured debentures issued to certain of the existing stockholders require that we obtain the consent of such stockholders prior to our entering into subsequent financing arrangements.

 

DIRECTORS AND EXECUTIVE OFFICERS.

 

The current Board of Directors and officers are as follows:

 

Name

Position

Mark L. Kay

Chief Executive Officer and Chairman of the Board of Directors

Philip E. Blocker

Chief Financial Officer

Ramarao Pemmaraju

Chief Technical Officer and Director

George Waller

Executive Vice President and Director

 

Our Directors hold their offices until the next annual meeting of the shareholders and until their successors have been duly elected and qualified or until their earlier resignation, removal of office or death. Our executive officers are elected by the Board of Directors to serve until their successors are elected and qualified.

 

The following is a brief description of the business experience of our executive officers who are also the Directors and significant employees:

 

Mark L. Kay, Chief Executive Officer and Chairman of the Board of Directors

 

Mr. Kay joined StrikeForce as our CEO in May 2003 following his retirement at JPMorganChase & Co. In December 2008, a majority of the Board of Directors, by written consent, eliminated the position of our President, with those responsibilities being assumed by Mr. Kay. A majority of the Board of Directors also appointed Mr. Kay as the Chairman of the Board in December 2008. Prior to joining StrikeForce Mr. Kay was employed by JPMorganChase & Co. from August of 1977 until his retirement in December 2002, at which time he was a Managing Director of the firm. During his tenure with JPMorganChase & Co. Mr. Kay led strategic and corporate business groups with global teams up to approximately 1,000 people. His responsibilities also included Chief Operations Officer, Chief Information Officer, and Global Technology Auditor. Mr. Kay's business concentrations were in securities (fixed income and equities), proprietary trading and treasury, global custody services, audit, cash management, corporate business services and web services. Prior to his employment with JPMorganChase & Co., Mr. Kay was a systems engineer at Electronic Data Services (EDS) for approximately five years from September 1972 through to August 1977. He holds a B.A. in Mathematics from CUNY.


 
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Philip E. Blocker, Chief Financial Officer

 

Mr. Blocker was CFO of MediaServ, a NYC based Internet software development company, in 2001. Prior to MediaServ, Mr. Blocker was a partner in POLARIS, a $25 million technology reseller, specializing in storage and high availability solutions. He is a Certified Public Accountant and has practical experience with taking private companies public.

 

Ramarao Pemmaraju, Chief Technology Officer

 

Mr. Pemmaraju Joined StrikeForce in July 2002 as our Chief Technology Officer (CTO) and the inventor of the ProtectIDÒ product. In May 1999 Mr. Pemmaraju co-founded NetLabs, which developed security software products. Mr. Pemmaraju concentrated his time on NetLabs from July 2001 through to July 2002. From June 2000 to July 2001 Mr. Pemmaraju was a systems architect and project leader for Coreon, an operations service provider in telecommunications. From October 1998 through May 2000, Mr. Pemmaraju was a systems engineer with Nexgen systems, an engineering consulting firm. Mr. Pemmaraju has over eighteen years’ experience in systems engineering and telecommunications. His specific expertise is in systems architecture, design and product development. Mr. Pemmaraju holds a M.S.E.E. from Rutgers University and a B.E. from Stevens Tech.

 

George Waller, Executive Vice President and Head of Marketing

 

Mr. Waller joined StrikeForce in June 2002 as a Vice President in charge of sales and marketing. In July 2002, Mr. Waller became the CEO of StrikeForce, a position he held until Mr. Kay joined us in May 2003. Since May 2003, Mr. Waller has been the Executive Vice President overseeing Sales, Marketing, Business Development and product development. From 2000 through June 2002, Mr. Waller was Vice President of business development for Infopro, an outsourcing software development firm. From 1999 to 2001, Mr. Waller was Vice President of sales and Marketing for Teachmeit.com-Incubation systems, Inc., a multifaceted computer company and sister company to Infopro. From 1997 through 1999, Mr. Waller was the Vice President of Internet Marketing for RX Remedy, an aggregator of medical content for online services. Previously, Mr. Waller was a Vice President of Connexus Corporation, a software integrator.

 

Committees

 

We have two committees: the Audit Committee and the Compensation Committee. At this time, there are no members of either Committee and the Board of Directors performs the acts of the Committees. None of our current directors are deemed "independent" directors as that term is used by the national stock exchanges or have the requisite public company accounting background or expertise to be considered an "audit committee financial expert" as that term is defined under Regulation S-K promulgated under the Securities Act of 1933, as amended.


 
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It is anticipated that the principal functions of the Audit Committee will be to recommend the annual appointment of our auditors, the scope of the audit and the results of their examination, to review and approve any material accounting policy changes affecting our operating results and to review our internal control procedures.

 

It is anticipated that the Compensation Committee will develop a Company-wide program covering all employees and that the goals of such program will be to attract, maintain, and motivate our employees. It is further anticipated that one of the aspects of the program will be to link an employee's compensation to his or her performance, and that the grant of stock options or other awards related to the price of the common shares will be used in order to make an employee's compensation consistent with shareholders' gains. It is expected that salaries will be set competitively relative to the technology development industry and that individual experience and performance will be considered in setting salaries.

 

At present, executive and director compensation matters are determined by a majority vote of the board of directors.

 

We do not have a nominating committee. Historically our entire Board has selected nominees for election as directors. The Board believes this process has worked well thus far particularly since it has been the Board's practice to require unanimity of Board members with respect to the selection of director nominees. In determining whether to elect a director or to nominate any person for election by our stockholders, the Board assesses the appropriate size of the Board of Directors, consistent with our bylaws, and whether any vacancies on the Board are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, the Board will consider various potential candidates to fill each vacancy. Candidates may come to the attention of the Board through a variety of sources, including from current members of the Board, stockholders, or other persons. The Board of Directors has not yet had the occasion to, but will, consider properly submitted proposed nominations by stockholders who are not our directors, officers, or employees on the same basis as candidates proposed by any other person.

 

Code of Ethics .

 

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our code of ethics contains standards that are reasonably designed to deter wrongdoing and to promote:

 

o

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

o

Full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submits to, the Commission and in other public communications made by us;

 

o

Compliance with applicable governmental laws, rules and regulations;

 

o

The prompt internal reporting of violations of the code to the board of directors or another appropriate person or persons; and

 

o

Accountability for adherence to the code.


 
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EXECUTIVE COMPENSATION

 

The following table sets forth certain compensation information for: (i) the person who served as the Chief Executive Officer of StrikeForce during the years ended December 31, 2015 and 2014, regardless of the compensation level, and (ii) each of our other executive officers, serving as an executive officer at any time during 2015 and 2014. The foregoing persons are collectively referred to in this Form 10-K as the "Named Executive Officers." Compensation information is shown for the years ended December 31, 2015 and 2014:

 

Name/ Principal Position

Year

Salary

Bonus

Stock

Awards

Incentive
Plan Option

Awards

Securities

Underlying

Options/SARs

Nonqualified Deferred

Compensation

Earnings

All Other

Compensation

Total

($)

($)

($)

($)

($)

($)

($)

($)

Mark L. Kay

2015

101,231

-

-

-

-

-

-

101,231

Chief Executive Officer

2014

98,000

-

-

-

-

-

-

98,000

George Waller

2015

105,000

-

-

-

-

-

-

105,000

Executive Vice President

2014

98,000

-

-

-

-

-

-

98,000

Ramarao Pemmaraju

2015

105,000

-

-

-

-

-

-

105,000

Chief Technical Officer

2014

98,000

-

-

-

-

-

-

98,000

 

On July 31, 2010, Philip E. Blocker was appointed our Chief Financial Officer. Mr. Blocker is not our employee and he received no payments or option awards in 2015.

 

Outstanding Option Awards at Year End

 

The following table provides certain information regarding unexercised options to purchase common stock, stock options that have not vested, and equity-incentive plan awards outstanding at December 31, 2015 for each Named Executive Officer and/or Director.

 

 
11
 

 

Outstanding Equity Awards At Fiscal Year-End Table

 

Option Awards

Stock Awards

Name

Number of Securities Underlying Unexercised Options

(#)

Exercisable

Number of Securities Underlying Unexercised Options

(#)

Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

Option
Exercise
Price
($)

Option Expiration
Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark L. Kay

1

-

-

$

365,265,000

03/02/17

-

-

-

-

1

-

-

$

234,000,000

03/16/17

-

-

-

-

1

-

-

$

224,250,000

04/27/17

-

-

-

-

1

-

-

$

195,000,000

05/25/17

-

-

-

-

1

-

-

$

146,250,000

06/08/17

-

-

-

-

1

-

-

$

165,750,000

06/22/17

-

-

-

-

3

-

-

$

78,000,000

11/23/17

-

-

-

-

1

-

-

$

300,000.00

12/12/17

-

-

-

-

16

-

-

$

9,750,000

04/21/16

-

-

-

-

1

-

-

$

2,242,500

01/03/23

-

-

-

-

George Waller

1

-

-

$

146,250,000

06/08/17

-

-

-

-

1

-

-

$

165,750,000

06/22/17

-

-

-

-

1

-

-

$

78,000,000

11/23/17

-

-

-

-

1

-

-

$

195,000,000

12/12/17

-

-

-

-

16

-

-

$

9,750,000

04/21/16

-

-

-

-

1

-

-

$

2,242,500

01/03/23

-

-

-

-

Ramarao Pemmaraju

1

-

-

$

195,000,000

05/25/17

-

-

-

-

7

-

-

$

146,250,000

06/08/17

-

-

-

-

1

-

-

$

165,750,000

06/22/17

-

-

-

-

1

-

-

$

78,000,000

11/23/17

-

-

-

-

3

-

-

$

5,850,000

12/23/15

-

-

-

-

16

-

-

$

9,750,000

04/21/16

-

-

-

-

1

-

-

$

2,242,500

01/03/23

-

-

-

-


 
12
 

 

Option Exercises and Stock Vested Table

 

None.

 

Pension Benefits Table

 

None.

 

Non-Qualified Deferred Compensation Table

 

Name

 

Executive Contributions

in Last
Fiscal Year

 

 

Registrant

Contributions in Last

Fiscal Year

 

 

Aggregate
Earnings

in Last
Fiscal Year

 

 

Aggregate

Withdrawals /

Distributions

 

 

Aggregate
Balance at

Last Fiscal
Year-End

 

 

 

($)

 

 

($)

 

 

($)

 

 

($)

 

 

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark L. Kay

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

322,182

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

George Waller

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

298,572

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ramarao Pemmaraju

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

310,086

 

 

All Other Compensation Table

 

None.

 

Perquisites Table

 

None.

 

Director Compensation

 

All three of our directors were also our executive officers through December 31, 2015. Our directors did not receive any separate compensation for serving as such during fiscal 2015.

 

Effective January 25, 2016, the Board of Directors determined to increase the base salaries of its officers and employees, including its named executive officers, such that the new salaries are comparable to similarly situated companies. Consequently, the base salaries of Mark Kay, George Waller, and Ram Pemmaraju have been set at $150,000 per annum. Other employees were granted increases to between $105,000 and $125,000 per annum. Additionally, our officers forgave an aggregate total of $699,000 of accrued payroll, from prior years' missed salaries, that we owed to them.

 

 
13
 

 

AUDIT AND CERTAIN OTHER FEES PAID TO ACCOUNTANTS


The following table shows the audit fees incurred for fiscal year 2015 and 2014:

 

 

 

2015

 

 

2014

 

Audit fees (1)

 

$ 45,000

 

 

$ 49,500

 

Audit related fees (2)

 

 

-

 

 

 

-

 

Tax fees (3)

 

 

2,500

 

 

 

2,500

 

Total

 

$ 47,500

 

 

$ 52,000

 

_____________

(1)

Audit Fees – This category includes the audit of our annual financial statements, review of financial statements included in our quarterly reports and services that are normally provided by the independent registered public accounting firm in connection with engagements for those years and services that are normally provided by our independent registered public accounting firm in connection with statutory audits and SEC regulatory filings or engagements.

(2)

Audit-Related Fees – This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees".

(3)

Tax Fees – This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

 

The Board of Directors has reviewed and discussed with the our management and independent registered public accounting firm our audited financial statements contained in our Annual Report on Form 10-K for our 2014 fiscal year. The Board has also discussed with the auditors the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of our financial statements.

 

The Board has received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with its auditors its independence from us. The Board has considered whether the provision of services other than audit services is compatible with maintaining auditor independence.

 

Based on the review and discussions referred to above, the Board approved the inclusion of the audited financial statements be included in our Annual Report on Form 10-K for our 2015 fiscal year for filing with the SEC.

 

Pre-Approval Policies

 

The Board's policy is now to pre-approve all audit services and all permitted non-audit services (including the fees and terms thereof) to be provided by our independent registered public accounting firm; provided, however, pre-approval requirements for non-audit services are not required if all such services (1) do not aggregate to more than five percent of total revenues paid by us to our accountant in the fiscal year when services are provided; (2) were not recognized as non-audit services at the time of the engagement; and (3) are promptly brought to the attention of the Board and approved prior to the completion of the audit.

 

The Board pre-approved all fees described above.


 
14
 

 

PROPOSAL 1 - ELECTION OF DIRECTORS

 

At the Annual Meeting, three directors are to be elected to hold office until the next Annual Meeting of Stockholders and until their re-election or their successor has been elected and qualified. There are three nominees for director. Each nominee is currently a member of the Board of Directors. The person named in the enclosed proxy card has advised that, unless otherwise directed on the proxy card, they intend to vote FOR the election of the nominees. Should any nominee become unable or unwilling to accept nomination or election for any reason, persons named in the enclosed proxy card may vote for a substitute nominee designated by the Board of Directors. The Company has no reason to believe the nominees named will be unable or unwilling to serve if elected.

 

Nominees

 

NAME

AGE

Mark L. Kay

67

Ramarao Pemmaraju

55

George Waller

58

 

 

 

 

 

 

 

 

 

Mark L. Kay, Chief Executive Officer and Chairman of the Board of Directors

 

Mr. Kay joined StrikeForce as our CEO in May 2003 following his retirement at JPMorganChase & Co. In December 2008, a majority of the Board of Directors, by written consent, eliminated the position of our President, with those responsibilities being assumed by Mr. Kay. A majority of the Board of Directors also appointed Mr. Kay as the Chairman of the Board in December 2008. Prior to joining StrikeForce Mr. Kay was employed by JPMorganChase & Co. from August of 1977 until his retirement in December 2002, at which time he was a Managing Director of the firm. During his tenure with JPMorganChase & Co. Mr. Kay led strategic and corporate business groups with global teams up to approximately 1,000 people. His responsibilities also included Chief Operations Officer, Chief Information Officer, and Global Technology Auditor. Mr. Kay's business concentrations were in securities (fixed income and equities), proprietary trading and treasury, global custody services, audit, cash management, corporate business services and web services. Prior to his employment with JPMorganChase & Co., Mr. Kay was a systems engineer at Electronic Data Services (EDS) for approximately five years from September 1972 through to August 1977. He holds a B.A. in Mathematics from CUNY.

 

Ramarao Pemmaraju, Chief Technology Officer

 

Mr. Pemmaraju Joined StrikeForce in July 2002 as our Chief Technology Officer (CTO) and the inventor of the ProtectIDÒ product. In May 1999 Mr. Pemmaraju co-founded NetLabs, which developed security software products. Mr. Pemmaraju concentrated his time on NetLabs from July 2001 through to July 2002. From June 2000 to July 2001 Mr. Pemmaraju was a systems architect and project leader for Coreon, an operations service provider in telecommunications. From October 1998 through May 2000, Mr. Pemmaraju was a systems engineer with Nexgen systems, an engineering consulting firm. Mr. Pemmaraju has over eighteen years’ experience in systems engineering and telecommunications. His specific expertise is in systems architecture, design and product development. Mr. Pemmaraju holds a M.S.E.E. from Rutgers University and a B.E. from Stevens Tech.

 

 
15
 

 

George Waller, Executive Vice President and Head of Marketing

 

Mr. Waller joined StrikeForce in June 2002 as a Vice President in charge of sales and marketing. In July 2002, Mr. Waller became the CEO of StrikeForce, a position he held until Mr. Kay joined us in May 2003. Since May 2003, Mr. Waller has been the Executive Vice President overseeing Sales, Marketing, Business Development and product development. From 2000 through June 2002, Mr. Waller was Vice President of business development for Infopro, an outsourcing software development firm. From 1999 to 2001, Mr. Waller was Vice President of sales and Marketing for Teachmeit.com-Incubation systems, Inc., a multifaceted computer company and sister company to Infopro. From 1997 through 1999, Mr. Waller was the Vice President of Internet Marketing for RX Remedy, an aggregator of medical content for online services. Previously, Mr. Waller was a Vice President of Connexus Corporation, a software integrator.

 

BOARD OF DIRECTORS

 

Directors are elected at the Company's annual meeting of Stockholders and serve for a term of one year until the next annual Stockholders' meeting or until their successors are elected and qualified. Officers are elected by the Board of Directors and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board. The Company reimburses all Directors for their expenses in connection with their activities as Directors of the Company, within reason. Directors of the Company who are also employees of the Company will not receive additional compensation for their services as directors.

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES AS DIRECTORS TO SERVE UNTIL THE COMPANY'S NEXT

ANNUAL MEETING OF STOCKHOLDERS IN 2013 AND UNTIL THEIR RE-ELECTION OR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED.

 

PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF AUDITORS

 

The Board of Directors appointed Weinberg and Company, PA as the Company's independent certified public accountants. A representative of Weinberg and Company, PA may be present at the Annual Meeting, and will have an opportunity to make a statement if such representative desires to do so and is expected to be available to respond to appropriate questions. The affirmative vote of a majority of the votes cast is necessary to appoint Weinberg and Company, PA.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF

WEINBERG AND COMPANY, PA AS THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.

 

PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

The Company believes that its compensation policies are designed to attract, motivate and retain talented executive officers and are aligned with the long-term interests of its stockholders. If such compensation were to be modified, the Company runs the risk of both being unable to retain and unable to attract qualified and competent people to fill rolls necessary for the advancement and betterment of the Company.


 
16
 

 

The Company is providing its stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers (“NEO”) as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “say-on-pay,” is required by the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 14A to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 14A of the Exchange Act also requires that stockholders have the opportunity to cast an advisory vote with respect to whether future executive compensation advisory votes will be held every one, two or three years, which is the subject of Proposal 4. This advisory stockholder vote, gives you as a stockholder the opportunity to approve or not approve the NEO’s compensation that is disclosed in this Proxy Statement by voting for or against the resolution below (or by abstaining with respect to the resolution).

 

Our Board of Directors is asking stockholders to approve a non-binding advisory vote on the following resolution:

 

“BE IT RESOLVED , that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby approved”.

 

As an advisory vote, this proposal is not binding. Neither the outcome of this advisory vote nor of the advisory vote included in Proposal 6 overrules any decision by the Company or the Board of Directors (or any committee thereof), creates or implies any change to the fiduciary duties of the Company or the Board of Directors (or any committee thereof), or creates or implies any additional fiduciary duties for the Company or the Board of Directors (or any committee thereof). However, our Compensation Committee and Board of Directors value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL

OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

 

PROPOSAL 4 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES

 

In Proposal 4, the Company is providing its stockholders the opportunity to vote to approve, on an advisory, non-binding basis, compensation of our named executive officers. In this Proposal 4, we are asking our stockholders to cast a non-binding advisory vote regarding the frequency of future executive compensation advisory votes. Stockholders may vote for a frequency of every one or two years, or may abstain from casting a vote. The Board of Directors will take into consideration the outcome of this vote in making a determination about the frequency of future executive compensation advisory votes. However, because this vote is advisory and non-binding, the Board of Directors may decide that it is in the best interests of our stockholders and the Company to hold the advisory vote to approve executive compensation more or less frequently.

 

After careful consideration, the Board of Directors believes that the executive compensation advisory vote should be held every two years, and therefore our Board of Directors recommends that you vote for a frequency of every two years for future executive compensation advisory votes. The Company believes that a once-every-three-years executive compensation advisory vote will allow our stockholders to evaluate executive compensation on a more thorough, longer-term basis. The Company takes a long-term view of executive compensation and encourages its stockholders to do the same. Too frequent executive compensation advisory votes may encourage short-term analysis of executive compensation. In addition, an annual vote may not allow stockholders sufficient time to evaluate the effect of changes made to the Company’s executive compensation program. In determining to recommend that stockholders vote for a frequency of once every two years, the Company considered how an advisory vote at this frequency will provide stockholders sufficient time to evaluate the effectiveness of our executive compensation policies and practices in the context of our long-term business results rather than emphasizing short-term and potentially one-time fluctuations in our business results or executive compensation. In addition, a vote every two years will provide the Company sufficient time to be responsive to stockholder views. Proxies solicited by the Board of Directors will be voted for a frequency of every two years unless stockholders specify to the contrary.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” A FREQUENCY

OF EVERY “THREE YEARS” FOR THE EXECUTIVE COMPENSATION ADVISORY.

 

 
17
 

  

ADDITIONAL INFORMATION

 

We are subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance with the requirements thereof, file reports, proxy statements and other information with the Securities and Exchange Commission ("SEC"). Copies of these reports, proxy statements and other information can be obtained at the SEC's public reference facilities at Commission’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C., 20549. You can obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also get copies of documents that we file with the Commission through the Commission’s Internet site at www.sec.gov.

 

We filed our annual report for the fiscal year ended December 31, 2015 on Form 10-K with the SEC. A copy of past annual reports on Form 10-K, may be obtained, upon written request by any stockholder to Mark L. Kay, Chief Executive Officer, StrikeForce Technologies, Inc., 1090 King Georges Post Road – Suite 630, Edison, New Jersey 08837, phone number (732) 661- 9641.

 

INFORMATION INCORPORATED BY REFERENCE

 

The following documents are incorporated herein by reference and to be a part hereof from the date of filing of such documents:

 

Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

Quarterly Reports on Form 10-Q for the quarter ended March 31, 2016 and June 30, 2016.

 

All documents filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Proxy Statement and prior to the effective date of the action taken described herein.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Information Statement to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Information Statement.

 

This Information Statement incorporates, by reference, certain documents that are not presented herein or delivered herewith. Copies of any such documents, other than exhibits to such documents which are not specifically incorporated by reference herein, are available without charge to any person, including any stockholder, to whom this Information Statement is delivered, upon written or oral request to our Secretary at our address and telephone number set forth herein.

 

CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING INFORMATION

 

This Proxy Statement contains forward-looking statements. Certain matters discussed herein are forward-looking statements within the meaning of the Private Litigation Reform Act of 1995. Certain, but not necessarily all, of such statements can be identified by the use of forward-looking terminology, such as "believes," "expects," "may," "will," "should," "estimates" or "anticipates" or the negative thereof or comparable terminology. All forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual transactions, results, performance or achievements of the company to be materially different from any future transactions, results, performance or achievements expressed or implied by such forward-looking statements. These may include, but are not limited to: (a) matters described in this Proxy Statement and matters described in "Note on Forward-Looking Statements" in our Annual Report on Form 10-K for the year ended December 31, 2011, (b) the ability to operate our business after the closing in a manner that will enhance stockholder value. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions and business opportunities, we can give no assurance that our expectations will be attained or that any deviations will not be material. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances.


 
18
 

 

SHAREHOLDER PROPOSALS FOR THE 201 7 ANNUAL MEETING

 

Under SEC rules, shareholders intending to present a proposal at the Annual Meeting in 2017 and have it included in our proxy statement must submit the proposal in writing to mark L. Kay. We must receive the proposal no later than May 1, 2017. Shareholders intending to present a proposal at the Annual Meeting in 2013, but not to include the proposal in our proxy statement, must comply with the requirements set forth in Regulation 14a-8 of the Security Exchange Act of 1934, as amended (the "Exchange Act"). The Exchange Act requires, among other things, that a shareholder must submit a written notice of intent to present such a proposal that is received by our Secretary no less than 120 days prior to the anniversary of the first mailing of the Company's proxy statement for the immediately preceding year's annual meeting. Therefore, the Company must receive notice of such proposal for the Annual Meeting in 2017 no later than February 28, 2017. If the notice is after May 1, 2017, it will be considered untimely and we will not be required to present it at the Annual Meeting in 2017. The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. The form of proxy and this Proxy Statement have been approved by the Board of Directors and are being mailed and delivered to shareholders by its authority.

 

/s/ Mark L. Kay                                              

MARK L. KAY

Chief Executive Officer

  

 
19
 

 

THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS

OF

STRIKEFORCE TECHNOLOGIES, INC.

 

PROXY -- ANNUAL MEETING OF SHAREHOLDERS – NOVEMBER 18, 2016

 

The undersigned, revoking all previous proxies, hereby appoint(s) Mark L. Kay as Proxy, with full power of substitution, to represent and to vote all Common Stock of STRIKEFORCE TECHNOLOGIES, INC. owned by the undersigned at the Annual Meeting of Shareholders to be held in Edison, New Jersey, on November 18, 2016, including any original or subsequent adjournment thereof, with respect to the proposals set forth in the Notice of Annual Meeting and Proxy Statement. No business other than matters described below is expected to come before the meeting, but should any other matter requiring a vote of shareholders arise, the person named herein will vote thereon in accordance with his best judgment. All powers may be exercised by said Proxy. Receipt of the Notice of Annual Meeting and Proxy Statement is hereby acknowledged.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING.

 

(1) ELECTION OF DIRECTORS. Nominee: Mark L. Kay

 

 

Ramarao Pemmaraju

George Waller

 

o FOR ALL NOMINEES LISTED (Except as specified here:______________)

 

OR

 

o WITHHOLDING AUTHORITY to vote for the nominee listed above

 

 

(2) Proposal to Ratify the appointment of Weinberg and Company, PA as Independent Auditor of the Company.

 

o FOR

o AGAINST

o ABSTAIN

 

 

(3) To approve by an advisory vote named executive officer compensation.

 

o FOR

o AGAINST

o ABSTAIN

 

 

(4) To approve by an advisory vote named the frequency of future executive compensation advisory votes.

 

o ONE YEAR

o TWO YEARS 

o THREE YEARS

o ABSTAIN

 

The shares represented by this proxy will be voted as directed. IF NO SPECIFIC DIRECTION IS GIVEN, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE NOMINEES NAMED IN PROPOSAL 1 AND FOR PROPOSALS 2, 3, AND PROPOSAL 4.

 

Dated _________________________, 2016

 

 

 

 

 

 

 

 

 

       
(Print Name)     (Signature)  
     
     

Dated _________________________, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Print Name)

 

 

(Signature)

 

 

Where there is more than one owner, each should sign. When signing as an attorney, administrator, executor, guardian or trustee, please add your full title as such. If executed by a corporation or partnership, the proxy should be signed in the corporate or partnership name by a duly authorized officer or other duly authorized person, indicating such officer's or other person's title.

 

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE

 

 

 

20

 

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