EXECUTIVE COMPENSATION
Summary Compensation Table
The following table shows the total compensation paid for the 2016 and 2015 fiscal years to the Company's Chief Executive Officer and the other two most highly compensated executive officers in 2016 and 2015. The individuals included in the following table are collectively referred to as the "Named Executive Officers." (For narrative disclosure of the structure of the Company's equity compensation earned by the Named Executive Officers, please refer to the "Narrative Disclosure to the Summary Compensation Table" below.)
Named Executive Officer
and Principal Position
|
|
Year
|
|
|
Salary
(1)
|
|
|
Stock
Awards
(2) (3)
|
|
|
All Other
Compensation
(4)
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Van Z. Krikorian
|
|
2016
|
|
|
$
|
225,000
|
|
|
$
|
3,000
|
(5)
|
|
$
|
-
|
|
|
$
|
228,000
|
|
Chairman of the Board of
Directors, Chief Executive
Officer and General Counsel
|
|
2015
|
|
|
$
|
225,000
|
|
|
$
|
11,000
|
(6)
|
|
$
|
-
|
|
|
$
|
236,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jan Dulman
|
|
2016
|
|
|
$
|
165,000
|
|
|
$
|
2,188
|
(7)
|
|
$
|
-
|
|
|
$
|
167,188
|
|
Chief Financial Officer
|
|
2015
|
|
|
$
|
165,000
|
|
|
$
|
3,000
|
(8)
|
|
$
|
-
|
|
|
$
|
168,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. W.E.S. Urquhart
|
|
2016
|
|
|
$
|
-
|
|
|
$
|
-
|
(9)
|
|
$
|
-
|
|
|
$
|
-
|
|
Vice President (South
American Operations)
|
|
2015
|
|
|
$
|
-
|
|
|
$
|
-
|
(9)
|
|
$
|
-
|
|
|
$
|
-
|
|
Notes to Summary Compensation Table
|
1)
|
As of December 31, 2016 and 2015, the Company owes unpaid wages of approximately $1,932,000 and $1,542,000, respectively, to management including approximately $1,009,000 and $784,000, respectively to Mr. Van Krikorian and $739,000 and $574,000, respectively, to Mr. Jan Dulman. The Company is accruing interest at an annual rate of 9% on the net of taxes wages owed to management. As of December 31, 2016 and 2015, the Company had accrued interest of approximately $442,000 and $327,000, respectively. The Company has also accrued the contingent bonus payable to the management for $270,000 as of December 31, 2016 and 2015.
|
|
2)
|
For details of stock grants, including vesting schedules see "Narrative Disclosure to the Summary Compensation Table" below.
|
|
3)
|
This column represents the aggregate grant date fair value in the fiscal year indicated for restricted stock granted to the named executive officers in 2016 and 2015 in accordance with the provisions of ASC Topic 718, Compensation – Stock Compensation. See Note 2(i) of the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 and 2015, regarding assumptions underlying valuation of equity awards. Any estimate of forfeitures related to service-based vesting conditions are disregarded pursuant to the SEC Rules.
|
|
4)
|
This column consists of Company matching contributions under our 401(k) plan.
|
|
5)
|
On April 25, 2016, the Company granted 50,000 restricted shares of the Company’s Common Stock as director compensation for the fiscal year 2016 to Mr. Krikorian at $0.02 per share. Mr. Krikorian was granted 200,000 shares of the Company’s Common Stock in connection with the cancellation of the stock option plan at a fair market value of $0.01 per share.
|
|
6)
|
On May 8, 2015, the Company granted 50,000 restricted shares of the Company’s Common Stock as director compensation for the fiscal year 2015 to Mr. Krikorian at $0.01 per share. Mr. Krikorian was granted 1,050,000 shares of the Company’s Common Stock pursuant to his three year renewal of his contract on July 1, 2015 at a fair market value of $0.01 per share.
|
|
7)
|
Mr. Dulman was granted 218,750 shares of the Company’s Common Stock in connection with the cancellation of the stock option plan at a fair market value of $0.01 per share.
|
|
8)
|
Mr. Dulman was granted 300,000 shares of the Company’s Common Stock pursuant to his three year renewal of his contract on August 1, 2015 at a fair market value of $0.01 per share.
|
|
9)
|
Dr. Urquhart did not receive any compensation in 2015 or 2016.
|
NARRATIVE DISCLOSURE TO THE SUMMARY COMPENSATION TABLE
Description of Employment Arrangements with the Company’s Named Executive Officers
Van Krikorian
On June 1, 2003, the Company entered into an employment agreement with Mr. Krikorian. The employment agreement provided for (i) annual base salary of $100,000 per year (subject to payment as cash flow permits) and (ii) a grant of 900,000 shares of Common Stock as a restricted stock award subject to a substantial risk of forfeiture upon termination of his employment (other than by death or disability) during the term of the agreement, and which is to be earned, and vested ratably over the term of the agreement and (iii) any bonus determined in accordance with any bonus plan approved by the Board of Directors. The employment agreement had an initial term of three years terminating on June 30, 2006.
On January 1, 2005, Mr. Krikorian’s employment agreement was amended and extended for two years. The amended employment agreement provided that Mr. Krikorian would receive an increase in his annual base salary to $180,000 per year, representing a 80% increase over his previous salary effective January 1, 2005 and an additional grant of 600,000 shares of Common Stock as a restricted stock award subject to a substantial risk of forfeiture upon termination of his employment (other than by death or disability) during the term of the agreement, which vested in four equal installments of 150,000 shares each on July 1, 2006, January 1, 2007, July 1, 2007, and January 1, 2008. Prior to the amendment described below, the amended employment agreement was to terminate on June 30, 2008.
On June 15, 2006, Mr. Krikorian’s employment agreement was amended and extended for one year. The amended employment provides that Mr. Krikorian will receive (i) an increase in his annual base salary to $225,000 per year, representing a 25% increase over his previous salary, effective July 1, 2006 and (ii) an additional 600,000 shares of Common Stock as a restricted stock award subject to a substantial risk of forfeiture upon termination of his employment (other than by death or disability) during the term of the agreement, which vested in three equal installments of 200,000 shares each on June 30, 2007, June 30, 2008 and June 30, 2009.
Mr. Krikorian is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. In addition, the restricted stock previously awarded to Mr. Krikorian will continue to vest pursuant to his original employment agreement, as amended previously. The amended employment agreement was to terminate on June 30, 2009.
On August 11, 2009, Mr. Krikorian’s employment agreement was amended and extended for three years. The amended employment provides that Mr. Krikorian will receive (i) no increase in his annual base salary which will remain at $225,000 per year and (ii) an additional 1,050,000 shares of Common Stock as a restricted stock award subject to a substantial risk of forfeiture upon termination of his employment (other than by death or disability) during the term of the agreement, which stock which will vest in equal semi-annual installments over the term of his employment agreement.
Mr. Krikorian is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. In addition, the restricted stock previously awarded to Mr. Krikorian will continue to vest pursuant to his original employment agreement, as amended previously. The amended employment agreement terminates on June 30, 2012.
Effective July 1, 2012, Mr. Krikorian’s employment agreement was amended and extended for three years. The amended employment provides that Mr. Krikorian will receive (i) no increase in his annual base salary which will remain at $225,000 per year and (ii) an additional 1,050,000 shares of Common Stock as a restricted stock award subject to a substantial risk of forfeiture upon termination of his employment (other than by death or disability) during the term of the agreement, which stock which will vest in equal semi-annual installments over the term of his employment agreement.
Mr. Krikorian is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. In addition, the restricted stock previously awarded to Mr. Krikorian will continue to vest pursuant to his original employment agreement, as amended previously. The amended employment agreement terminates on June 30, 2015.
On July 1, 2012 the Company granted performance and retention bonus awards of 500,000 restricted shares of the Company’s Common Stock to Van Krikorian as recommended by the Company’s Compensation Committee and approved by the Board of Directors on June 15, 2012. All shares issued under this bonus award will vest in equal semi-annual installments over the next two years through June 30, 2014. All shares were issued at fair market value and are amortized in accordance with the vesting period.
On June 21, 2013, the Company’s Compensation Committee granted a retention bonus to Mr. Krikorian of $55,000 to be payable upon the receipt of the balance of funding due from the Chile sale to Amarant.
On June 20, 2014, the Company’s independent compensation committee and the board of directors authorized employment amendments and extensions to Mr. Krikorian under the same terms of his prior 2012 agreements.
On June 20, 2014, the Company’s Compensation Committee granted a retention bonuses to Mr. Krikorian of $55,000 to be payable upon the receipt of funding from the Chile sale.
Effective July 1, 2015, Mr. Krikorian’s employment agreement was amended and extended for three years. The amended employment provides that Mr. Krikorian will receive (i) no increase in his annual base salary which will remain at $225,000 per year and (ii) an additional 1,050,000 shares of Common Stock as a restricted stock award subject to a substantial risk of forfeiture upon termination of his employment (other than by death or disability) during the term of the agreement, which stock which will vest in equal semi-annual installments over the term of his employment agreement.
Mr. Krikorian is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. In addition, the restricted stock previously awarded to Mr. Krikorian will continue to vest pursuant to his original employment agreement, as amended previously. The amended employment agreement terminates on June 30, 2018.
Jan Dulman
On August 1, 2005, the Company entered into an employment agreement with Mr. Jan Dulman as the Controller of the Company. The employment agreement provided for (i) annual base salary of $12,000 per year, (ii) a grant of 40,000 shares of Common Stock as a restricted stock award subject to a substantial risk of forfeiture upon termination of his employment (other than by death or disability) during the term of the agreement, and which vested in four equal installments of 10,000 shares each on February 1, 2006, August 1, 2006, February 1, 2007 and August 1, 2007 and (iii) any bonus determined in accordance with any bonus plan approved by the Board of Directors. The employment agreement had an initial term of two years terminating on July 31, 2007.
On February 6, 2006, Mr. Dulman’s employment agreement was amended, retroactively to January 1, 2006 increasing his annual base salary to $24,000 per year, representing a 100% increase from his previous salary.
On June 15, 2006, Mr. Dulman’s employment agreement was amended and extended. The amended agreement provides that Mr. Dulman will receive (i) an increase in his annual base salary to $60,000 per year, representing a 150%
increase over his previous salary, effective May 1, 2006 and (ii) an a grant of options to purchase 62,500 shares of Common Stock at $1.70 per share (the arithmetic mean of the high and low prices of the Company's stock on June 15, 2006), that vested in three installments as follows: 20,833 shares on June 15th, 2006, 20,833 shares on November 30, 2006, and 20,834 shares on July 31, 2007. The options were subject to a substantial risk of forfeiture upon termination of his employment (other than by death or disability) with the Company during the term of the employment agreement and the option grant was made pursuant to the Global Gold Corporation 2006 Stock Incentive Plan.
Mr. Dulman is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. In addition, the restricted stock previously awarded to Mr. Dulman will continue to vest pursuant to his original employment agreement, as amended previously. The restricted stock previously awarded to Mr. Dulman will continue to vest pursuant to his original employment agreement. The amended agreement was to terminate on July 31, 2007.
On June 15, 2007, the Company approved a new employment agreement for Jan Dulman with respect to his employment as the Controller of the Company. The Board of Directors unanimously elected Mr. Dulman as the Chief Financial Officer. The revised new agreement provided that Mr. Dulman resign as Controller and assume the title of Chief Financial Officer effective June 1, 2007 and will receive an annual base salary of $125,000, representing a 108% increase over his previous salary and is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. The new agreement was for two years and two months terminating on July 31, 2009. Pursuant to the new agreement, Mr. Dulman was also granted (i) 150,000 shares of restricted stock to vesting in four equal installments of 37,500 shares each on January 31, 2008, July 31, 2008, January 31, 2009 and July 31, 2009 and (ii) 150,000 stock options to purchase Common Stock at $0.83 per share (the arithmetic mean of the high and low prices of the Company's stock on June 15, 2007), vesting in equal installments of 75,000 shares each on August 1, 2007, and August 1, 2008.
The restricted stock and options previously awarded to Mr. Dulman will continue to vest pursuant to his Employment Agreement. The restricted stock and options are subject to a substantial risk of forfeiture upon termination of his employment with the Company during the term of the Agreement and the option grant was made pursuant to the GGC 2006 Incentive Plan.
On August 11, 2009, Mr. Dulman’s employment agreement was extended for an additional 3 year term from August 1, 2009 through July 31, 2012 with an annual salary of $150,000 and Mr. Dulman was granted 225,000 shares of restricted common stock which will vest in equal semi-annual installments over the term of his employment agreement. Mr. Dulman was also granted stock options to purchase 225,000 shares of common stock of the Company at $0.14 per share (based on the closing price at his renewal) vesting in equal quarterly installments over the term of his employment agreement.
The restricted stock and options previously awarded to Mr. Dulman will continue to vest pursuant to his Employment Agreement. The restricted stock and options are subject to a substantial risk of forfeiture upon termination of his employment with the Company during the term of the Agreement and the option grant was made pursuant to the GGC 2006 Incentive Plan.
On July 1, 2012 the Company granted performance and retention bonus awards of 250,000 restricted shares of the Company’s Common Stock to Jan Dulman as recommended by the Company’s Compensation Committee and approved by the Board of Directors on June 15, 2012. All shares issued under this bonus award will vest in equal semi-annual installments over the next two years through June 30, 2014. All shares were issued at fair market value and are amortized in accordance with the vesting period.
Effective August 1, 2012, Mr. Dulman’s employment agreement was extended for an additional 3 year term through July 31, 2012 with an annual salary of $165,000 and Mr. Dulman was granted 300,000 shares of restricted Common Stock which will vest in equal semi-annual installments over the term of his employment agreement.
The restricted stock and options previously awarded to Mr. Dulman will continue to vest pursuant to his Employment Agreement. The restricted stock and options are subject to a substantial risk of forfeiture upon termination of his employment with the Company during the term of the Agreement and the option grant was made pursuant to the GGC 2006 Incentive Plan.
On June 21, 2013, the Company’s Compensation Committee granted a retention bonus to Mr. Dulman of $45,000 to be payable upon the receipt of the balance of funding due from the Chile sale to Amarant.
On June 20, 2014, the Company’s independent compensation committee and the board of directors authorized employment amendments and extensions to Mr. Dulman under the same terms of his prior 2012 agreements.
On June 20, 2014, the Company’s Compensation Committee granted a retention bonuses to Mr. Dulman of $45,000 to be payable upon the receipt of funding from the Chile sale.
Effective August 1, 2015, Mr. Dulman’s employment agreement was extended for an additional 3 year term through July 31, 2018 with an annual salary to remain at $165,000 and Mr. Dulman was granted 300,000 shares of restricted Common Stock which will vest in equal semi-annual installments over the term of his employment agreement.
The restricted stock and options previously awarded to Mr. Dulman will continue to vest pursuant to his Employment Agreement. The restricted stock and options are subject to a substantial risk of forfeiture upon termination of his employment with the Company during the term of the Agreement and the option grant was made pursuant to the GGC 2006 Incentive Plan.
Certain Material Terms of Employment Agreements with Named Executive Officers
Executive
|
|
Date of
Original
Agreement
|
|
|
Original Annual
Base Salary
|
|
Date of
Amended
and
Restated
Agreement
|
|
Amended
Annual
Base
Salary
|
|
Van Z. Krikorian
|
|
06/01/03
|
|
|
$100,000
|
|
07/01/15
|
|
$225,000
|
|
Jan Dulman
|
|
08/01/05
|
|
|
$12,000
|
|
08/01/15
|
|
$165,000
|
|
Outstanding Equity Awards at Fiscal Year End 2016 Table
|
Option Awards
|
Stock Awards
|
Named
Executive Officers
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable (1)
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($) (2)
|
Option
Expiration
Date
|
Number of
Shares
or
Units
of
Stock That
Have Not
Vested
(#)
|
Market Value
of Shares or
Units of Stock
That Have Not
Vested
($)
|
|
|
|
|
|
|
|
Van Z. Krikorian
|
—
|
—
|
—
|
—
|
—
|
—
|
|
—
|
—
|
—
|
—
|
525,000(3)
|
$5,250
|
Jan Dulman
|
—
|
—
|
—
|
—
|
—
|
—
|
|
—
|
—
|
—
|
—
|
200,000(4)
|
$2,000
|
Dr. W.E.S. Urquhart
|
—
|
—
|
—
|
—
|
—
|
—
|
Notes to Outstanding Equity Awards at Fiscal Year End 2016 Table
|
1)
|
All employee options expired in 2016 and there were no outstanding options as of December 31, 2016.
|
|
2)
|
This column represents the exercise price of awards of options to purchase the Company's Common Stock which exercise price was not less than the closing price on the grant date.
|
|
3)
|
Mr. Krikorian was granted 1,050,000 shares of restricted Common Stock pursuant to his employment agreement effective on July 1, 2015. This restricted stock vests in equal semi-annual installments of 175,000 over the term of the agreement.
|
|
4)
|
Mr. Dulman was granted 300,000 shares of restricted Common Stock pursuant to his employment agreement effective on August 1, 2015. This restricted stock vests in equal semi-annual installments of 50,000 over the term of the agreement.
|
OWNERSHIP OF SECURITIES
BENEFICIAL OWNERSHIP TABLE
The following table shows, as of April 28, 2017, except as noted, information with respect to the beneficial ownership of shares of our Common Stock by each of our current directors or nominees, each of our named executive officers, each person known by us to beneficially own more than 5% of our Common Stock as of December 31, 2016 (derived exclusively from SEC filings of such beneficial owner), and all of our directors and executive officers as a group.
Beneficial ownership is determined under the rules of the SEC and includes voting or investment power with respect to the securities.
Unless indicated otherwise below, the address for each listed director and officer is Global Gold Corporation, 555 Theodore Fremd Avenue, Suite C-305, Rye, NY 10580. Except as indicated by footnote, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. The number of shares of Common Stock outstanding used in calculating the percentage for each listed person includes the shares of Common Stock underlying options held by that person that are exercisable within 60 days following April 28, 2017, but excludes shares of Common Stock underlying options or warrants held by any other person. Percentage of beneficial ownership is based on 91,977,559 shares of Common Stock outstanding as of April 28, 2017.
Title of
Class
|
|
|
Name and Address of
Beneficial Owner
|
|
Number of
Shares
|
|
|
Percentage
of Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i) More than 5% Beneficial Owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Firebird Avrora Fund, LTD
|
|
|
5,635,000
|
(1)
|
|
|
6.13
|
%
|
|
|
|
c/o Trident Trust Co. (Cayman) Ltd
|
|
|
|
|
|
|
|
|
|
|
|
1 Capital Place, Box 847
|
|
|
|
|
|
|
|
|
|
|
|
Grand Cayman, Cayman Islands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Firebird Republics Fund, LTD
|
|
|
4,838,167
|
(1)
|
|
|
5.26
|
%
|
|
|
|
c/o Trident Trust Co. (Cayman) Ltd
|
|
|
|
|
|
|
|
|
|
|
|
1 Capital Place, Box 847
|
|
|
|
|
|
|
|
|
|
|
|
Grand Cayman, Cayman Islands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Firebird Fund, LP
|
|
|
165,000
|
(1)
|
|
|
*
|
|
|
|
|
c/o Trident Trust Co. (Cayman) Ltd
|
|
|
|
|
|
|
|
|
|
|
|
1 Capital Place, Box 847
|
|
|
|
|
|
|
|
|
|
|
|
Grand Cayman, Cayman Islands
|
|
|
|
|
|
|
|
|
Title of
Class
|
|
|
Name and Address of
Beneficial Owner
|
|
Number of
Shares
|
|
|
Percentage
of Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(ii) Directors and named executive officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Ian Hague
|
|
|
44,869,915
|
(2)
|
|
|
48.78
|
%
|
|
|
|
152 West 57th Street
|
|
|
|
|
|
|
|
|
|
|
|
New York, NY 10019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Van Z. Krikorian
|
|
|
6,975,000
|
|
|
|
7.58
|
%
|
|
|
|
5 Frederick Court
|
|
|
|
|
|
|
|
|
|
|
|
Harrison, NY 10528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Drury J. Gallagher
|
|
|
4,164,120
|
|
|
|
4.53
|
%
|
|
|
|
107 Eakins Road
|
|
|
|
|
|
|
|
|
|
|
|
Manhasset, NY 11030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Nicholas J. Aynilian
|
|
|
3,751,167
|
(3)
|
|
|
4.08
|
%
|
|
|
|
477 Colonial Road
|
|
|
|
|
|
|
|
|
|
|
|
Ridgewood, NJ 07450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Jan Dulman
|
|
|
1,783,750
|
|
|
|
1.94
|
%
|
|
|
|
13 Hickory Place
|
|
|
|
|
|
|
|
|
|
|
|
Livingston, NJ 07039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Lester Caesar
|
|
|
500,000
|
|
|
|
*
|
|
|
|
|
8 Elizabeth Court
|
|
|
|
|
|
|
|
|
|
|
|
Briarcliff Manor, NY 10510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(iii) Directors and executive officers as a group:
|
|
|
62,043,952
|
(2)
|
|
|
67.46
|
%
|
*
|
Beneficial owner of less than 1% of the outstanding Common Stock of the Company.
|
1)
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Firebird Avrora Fund, Ltd. is affiliated with Firebird Republics Fund, Ltd. and Firebird Fund, LP.
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2)
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This amount includes the 10,638,167 shares owned by Firebird Management, LLC (through its Firebird Republic Fund, LTD, Firebird Avrora Fund, LTD, and Firebird Fund, LP) of which Mr. Hague is a co-founder and as to which shares Mr. Hague disclaims beneficial interest. These shares are also reported in the 5% Beneficial Owner section.
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3)
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This amount includes 83,830 shares owned by N.J.A. Investments, and 3,276,871 shares owned by family members.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities (collectively, "Section 16 reporting persons") to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of Global Gold. Section 16 reporting persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and on written representations that no other reports were required, during the fiscal year ended December 31, 2016, the Section 16 reporting persons complied with all Section 16(a) filing requirements applicable to them.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
It is our policy that all employees must avoid any activity that is or has the appearance of being hostile, adverse or competitive with Global Gold, or that interferes with the proper performance of their duties, responsibilities or loyalty to Global Gold.
In addition to the Global Gold policy described above, the SEC has specific disclosure requirements covering certain types of transactions involving Global Gold and a director, executive officer or other specified party. Except as described below, with regard to SEC rules, we have not engaged in any transaction, or series of similar transactions, since the beginning of 2012, or any currently proposed transaction, or series of similar transactions, to which Global Gold or any of its subsidiaries was or is to be a party, in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for each of 2016 and 2015 and in which any of our directors, executive officers, nominees for election as a director, beneficial owners of more than 5% of our Common Stock or members of their immediate families had, or will have, a direct or indirect material interest.
On January 22, 2014, the Company received loans from Drury Gallagher and Ian Hague, Directors of the Company, in the amounts of $373,000 and $127,000, respectively, which carry at an annual rate of 9%. As of December 31, 2016, these amounts remain unpaid and the Company has accrued interest of $132,411.
As of December 31, 2016 and 2015, the Company owed Drury Gallagher, the Company’s Director and Treasurer, $4,127 for expense reimbursement which bears no interest and which remain unpaid as of the date of this filing.
As of December 31, 2016 and 2015, one of the Company's Directors, Drury Gallagher, was owed $3,240,314 and $2,193,000, respectively, from interest free loans which remain unpaid as of the date of this filing.
As of December 31, 2016 and 2015, the Company owes unpaid wages of approximately $1,932,000 and $1,542,000, respectively, to management including approximately $1,009,000 and $784,000, respectively to Mr. Van Krikorian and $739,000 and $574,000, respectively, to Mr. Jan Dulman. The Company is accruing interest at an annual rate of 9% on the net of taxes wages owed to management. As of December 31, 2016 and 2015, the Company had accrued interest of approximately $442,000 and $327,000, respectively. The Company has also accrued the contingent bonus payable to the management for $270,000 as of December 31, 2016 and 2015.
None of the following persons has been indebted to Global Gold or its subsidiaries at any time since the beginning of 2012: any of our directors or executive officers; any nominee for election as a director; any member of the immediate family of any of our directors, executive officers or nominees for director; any corporation or organization of which any of our directors, executive officers or nominees is an executive officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities (except trade debt entered into in the ordinary course of business); and any trust or other estate in which any of the directors, executive officers or nominees for director has a substantial beneficial interest or for which such person serves as a trustee or in a similar capacity.
We do not believe that in any material circumstance either Global Gold or another corporation or organization is a sole-source supplier to the other with regard to the any good or service. We also do not believe that in any case the director, executive officer, or nominee for director receives any compensation from another corporation or organization that is directly linked to the revenue or profits of the Global Gold-related business.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
In accordance with the Audit Committee Charter, the Audit Committee has selected appointed RBSM LLP as our independent auditors for the year ending December 31, 2017, the Board of Directors has concurred in an advisory capacity with the selection, and the selection is now being submitted to the stockholders at the Annual Meeting for their ratification or rejection. If the stockholders do not ratify the selection of RBSM LLP as the independent auditors, the Audit Committee will reconsider whether to engage RBSM LLP, but may ultimately determine to engage that firm or another audit firm without re-submitting the matter to stockholders. Even if the stockholders ratify the selection of RBSM LLP, the Audit Committee may in its sole discretion terminate the engagement of RBSM LLP and direct the appointment of another independent auditor at any time during the year, although it has no current intention to do so.
The following table sets forth the fees that we paid or accrued for the audit and other services provided by RBSM LLP.
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RBSM LLP
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RBSM LLP
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2015
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2016
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Audit Fees
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$
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120,000
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$
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110,000
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Audit-Related Fees
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—
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—
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Tax Fees
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—
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—
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All Other Fees
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—
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—
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Total
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$
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120,000
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$
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110,000
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Audit Fees
. This category includes the audit of our annual financial statements, reviews of financial statements included in our Quarterly Reports on Form 10-Q, and services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements for the listed fiscal years. This category also includes fees for advice on accounting matters that arose during, or as a result of, the annual audit or the reviews of interim financial statements.
Audit-Related Fees
. This category consists of assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees." The services for the fees disclosed under this category would include benefit plan audits, other accounting consulting, vendor compliance audits, royalty audits and due diligence services rendered in connection with acquisitions.
Tax Fees
. This category consists of professional services primarily in connection with strategic planning with respect to possible acquisitions.
All Other Fees
. This category consists of fees for subscriptions and other miscellaneous items .
Pre-Approval Policies and Procedures
. In accordance with the Audit Committee Charter, the Audit Committee reviews and approves in advance on a case-by-case basis each engagement (including the fees and terms thereof) by us of accountants who will perform permissible non-audit services or audit, review or attest services for the Company. The Audit Committee is authorized to establish detailed pre-approval policies and procedures for pre-approval of such engagements without a meeting of the Audit Committee, but the Audit Committee has not established any such pre-approval procedures at this time.
All audit fees, audit-related fees, tax fees and all other fees of our principal accountant for 2016 and 2015 were pre-approved by the Audit Committee in accordance with the Audit Committee Charter and its policy on permissible non-audit service or audit, review or attest services for the Company to be provided by its independent auditors, and no such approval was given through a waiver of such policy for the de minimus amounts or under any of the other circumstances as prescribed by the Exchange Act.
Representatives of RBSM LLP are expected to be present at the Annual Meeting.
The Board of Directors hereby requests that the stockholders ratify the appointment of RBSM LLP, as the independent auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF RBSM LLP AS INDEPENDENT AUDITORS
PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION
The affirmative vote of a majority of the votes cast by the holders of Common Shares represented in person or by proxy at the Annual General Meeting and entitled to vote on this proposal is required to approve, on a non-binding, advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement. The advisory shareholder vote, commonly known as a “say-on-pay” vote, provides shareholders with the opportunity to endorse or not endorse the Company’s fiscal 2016 compensation programs and policies as discussed in the proxy statement.
As described in our Compensation Committee Charter, the Company’s compensation philosophy has been designed to deliver competitive total compensation upon the achievement of annual and long-term financial goals that will attract, motivate and retain leaders who will drive the creation of shareholder value. The primary compensation principle, therefore, is to target total delivered compensation at approximately the median of a customized group of comparator companies.
The Committee believes that our executive compensation programs, executive officer pay levels and individual pay actions approved for our executive officers, including our named executive officers, are directly aligned with our executive compensation philosophy, fully support its goals and provide an appropriate balance between risk and incentives.
We are asking our shareholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This proposal gives our shareholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement.
Shareholders should note that the vote is advisory and not binding on the Company and its Board of Directors or Compensation Committee. Our Board of Directors and Compensation Committee value the opinion of our Shareholders, and to the extent there is any significant vote against the named executive officer compensation as disclosed in our Proxy Statement, we will consider our Shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES EXCHANGE COMMISSION.
ADDITIONAL INFORMATION AND OTHER MATTERS
CODE OF BUSINESS CONDUCT AND ETHICS
On April 4, 2005, the Board of Directors adopted a Code of Ethics (the "Code of Ethics") as required by the SEC rules, which applies to all of our directors, executive officers and employees. The Code of Ethics sets forth our commitment to conduct our business in accordance with the highest standards of business ethics and to promote the highest standards of honesty and ethical conduct by our directors, executive officers and employees. A copy of the Code of Ethics is available on the Company’s website at www.globalgoldcorp.com.
QUORUM AND VOTE REQUIRED
As of the record date, there were 91,977,559 shares of Common Stock issued and outstanding. The holders of a majority of the shares of Common Stock entitled to vote as of the record date present in person or by proxy will constitute a quorum at the meeting. The affirmative vote of the holders of a plurality of the shares of Common Stock cast on the matter at the Annual Meeting (assuming a quorum is present) is required for the election of the directors (Proposal No.1). The affirmative vote of the holders of a majority of the shares of Common Stock cast on the matter at the Annual Meeting (assuming a quorum is present) is required for the ratification of the appointment of our auditors (Proposal No. 2) and the advisory vote on executive compensation (Proposal No.3). In the election of directors, you may vote “FOR” all or some of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. For the other items of business, you may vote “FOR,” “AGAINST” or “ABSTAIN.”
For the purposes of determining whether the stockholders have approved matters other than the election of directors under Delaware last, abstentions are treated as shares present or represented and voting, so abstaining has the same effect as a negative vote. If your shares are held by a broker on your behalf (that is, in “street name”), and you do not instruct the broker as to how to vote these shares on proposal 1, the broker may not exercise discretion to vote for or against this proposal. This would be a “broker non-vote” and these shares will not be counted as having been voted on the applicable proposal. With respect to proposal 2, the broker may exercise its discretion to vote for or against that proposal in the absence of your instruction.
Please instruct your bank or broker so your vote can be counted.
VOTING BY PROXY
Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting. If you are a stockholder of record, you may vote by proxy. You can vote by proxy by using the proxy card. The persons named as attorneys-in-face in the proxy, Jan Dulman and John E. Schmeltzer, were selected by the Board of Directors. All properly executed proxies returned in time to be counted at the meeting will be voted at the Annual Meeting and not revoked will be voted at the Annual Meeting as directed by the proxy. If a properly executed proxy is submitted and no instructions are given, the proxy will be voted FOR the election of the directors named in this Proxy Statement and FOR the ratification for the appointment of our auditors. It is not anticipated that any matters other than those set forth in this Proxy Statement will be presented at the Annual Meeting. If other matters are presented, proxies will be voted in accordance with the discretion of the proxy holders.
Any shareholder delivering a proxy has the power to revoke it at any time before it is voted by giving written notice to the Secretary of the Company, by executing and delivering to the Secretary a proxy card bearing a later date or by voting in person at the Annual Meeting.
The cost of solicitation of proxies in the form enclosed herewith will be paid by Global Gold. We expect to pay fees and expenses in the amount of $5,000 to American Registrar & Transfer Company and Broadridge Financial Solutions for services in connection with the solicitation of proxies. In addition to the solicitation of proxies by mail, our directors, officers and employees may also solicit proxies personally or by telephone without additional compensation for such activities. We will also request persons, firms and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to send proxy materials to and obtain proxies from such beneficial owners. We will reimburse such holders for their reasonable expenses.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2018
For stockholder proposals to be included in the Company’s proxy materials relating to the Annual Meeting of Stockholders to be held in 2018, all applicable requirements of Rule 14a-8 promulgated under the Exchange Act must be satisfied. Stockholder who wish to recommend individuals for consideration to become nominees for election to the Board of Directors must include sufficient biographical information concerning the recommended individual, including age; five-year employment history with job titles, responsibilities, employer names and a description of the employer's business; whether such individual can read and understand basic financial statements; and board memberships (if any). Each submission must be accompanied by contact information for two business references and a signed, written consent of the individual to stand for election if nominated by the Board of Directors and to serve if elected by the stockholders. Submissions by stockholders must be received by the Secretary of the Company at: Global Gold Corporation, 555 Theodore Fremd Avenue, Suite C-305, Rye, NY 10580, Attn: Drury Gallagher, Secretary no later than December 28, 2017.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Our Board of Directors believes that it is important to offer stockholders the opportunity to communicate with our directors. Stockholders who wish to communicate with the Board may do so by sending written communications addressed to the Board of Directors, Global Gold Corporation, 555 Theodore Fremd Avenue, Suite C-305, Rye, NY 10580. The name of any intended recipient should be noted in the communication. The Board of Directors has instructed the Secretary, or other employee designated by the Secretary, to forward correspondence to the intended recipients; however, the Board of Directors has also instructed the Secretary, or such employee designated by the Secretary, to review such correspondence and, in his discretion, not to forward items that are deemed commercial, frivolous or otherwise inappropriate for consideration by the Board of Directors. In such cases, correspondence may be forwarded elsewhere for review and possible response.
OTHER MATTERS
The Board of Directors does not know of any matters other than those described in this Proxy Statement that will be presented for action at the Annual Meeting. If other matters are presented, proxies will be voted in accordance with the best judgment of the proxy holders.
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By Order of the Board of Directors
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/s/ Drury Gallagher
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Drury Gallagher
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Secretary
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Dated: April 28, 2017
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned stockholder of Global Gold Corporation (the "Company") hereby appoints Jan E. Dulman, CPA and John E. Schmeltzer and each of them, with power of substitution to each, true and lawful proxies of the undersigned and hereby authorizes them to represent and vote, as specified herein, all shares of Common Stock of the Company held of record by the undersigned as of the close of business on April 28, 2016 at the Annual Meeting of Stockholders of the Company to be held on June 17, 2016 at 10:00 a.m., local time, at Global Gold Corporation, located at 555 Theodore Fremd Avenue, Suite C-305, Rye, New York 10580 (the "Annual Meeting"), and any adjournments or postponements thereof.
The shares represented by this proxy will be voted in the manner directed. If no direction is given, the shares will be voted FOR the election of the five nominees listed in Proposal 1, and FOR Proposal 2 in their discretion, the proxies are each authorized to vote upon such other matters as may properly come before the Annual Meeting and any adjournments or postponements thereof.
PROPOSAL 1
. Election of Directors
☐
FOR
all nominees listed below
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☐
WITHHOLD
authority to vote for all nominees listed below
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To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list below:
Nicholas J. Aynilian, Drury J. Gallagher, Ian C. Hague, Van Z. Krikorian, Lester Caesar
Our Board of Directors unanimously recommends a vote FOR each of the nominees named above.
PROPOSAL 2
. To ratify the appointment of RBSM LLP as independent auditors of the Company for the fiscal year ending December 31, 2016.
☐
FOR
PROPOSAL 2
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☐
AGAINST
PROPOSAL 2
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☐
ABSTAIN
ON PROPOSAL 2
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Our Board of Directors unanimously recommends a vote FOR the approval of Proposal 2.
PROPOSAL 3
. Advisory vote on Executive Compensation.
☐
FOR
PROPOSAL 3
☐
AGAINST
PROPOSAL 3
☐
ABSTAIN
ON PROPOSAL 3
Our Board of Directors unanimously recommends a vote FOR the approval of Proposal 3.
The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders, Proxy Statement, dated April 28, 2017 and, the Company's Form 10-K for fiscal year ended December 31, 2016.
Signature:
Signature:
Print Name:
Date:
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(This Proxy should be marked, dated, signed by the stockholder(s) exactly as his or her name appears hereon, and returned promptly in the enclosed envelope. Persons signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, both should sign.)
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RETURN COMPLETED, DATED AND SIGNED PROXY CARDS TO:
AMERICAN REGISTRAR AND TRANSFER COMPANY
PO BOX 1798
SALT LAKE CITY, UT 84110