Additional Proxy Soliciting Materials (definitive) (defa14a)
July 26 2017 - 09:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934
Filed by the registrant [X] Filed by a Party other
than the Registrant [ ]
Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
For Use
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Definitive Proxy
Statement
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of the Commission
Only
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[X]
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Definitive Additional
Materials
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(as permitted by
Rule
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Soliciting Material
under Rule 14a-12
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14a-6(e)(2))
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IRONCLAD PERFORMANCE WEAR CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if
Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]
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No Fee Required
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities
to which transaction applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with
preliminary materials:
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Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the form or schedule and the date of its filing.
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(1)
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Amount previously paid:
___________________
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(2)
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Form, Schedule or Registration Statement no.:
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Filing party:
______________________
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Date filed:
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Ironclad Performance Wear Further Postpones
2017 Annual Meeting of Stockholders
FARMERS BRANCH, TX – July 25, 2017
– Ironclad Performance Wear Corporation (ICPW:OTCPink), the recognized leader in high-performance task-specific work gloves,
announced today that it has further postponed its 2017 Annual Meeting of Stockholders which was scheduled to be held on July 26,
2017.
The new Annual Meeting date is Wednesday, August 23, 2017. The Annual Meeting
will be held at 10:00 a.m. Central Time at the Company’s offices, located at 1920 Hutton Court, Suite 300, Farmers
Branch, TX 75234. The record date for the Annual Meeting will remain May 4, 2017.
As disclosed in the Company’s current
report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2017, Ironclad’s Audit Committee concluded
that disclosure should be made and action taken to prevent further reliance on its financial statements as of and for the fiscal
years ended December 31, 2016 and 2015, and as of and for the fiscal quarters ended March 31, 2017 and March 31, June 30 and September
30, 2016. The Audit Committee based its conclusion on the preliminary results of an investigation commenced during the second
quarter of fiscal 2017, after the Company received anonymous reports regarding potential accounting irregularities relating to
certain sale transactions.
In light of the foregoing, the resignation
of Jeffrey D. Cordes as Ironclad’s Chief Executive Officer and a member of its Board of Directors, and the resignation of
William Aisenberg as its Executive Vice President, Chief Financial Officer and Secretary, the Board postponed the Annual Meeting
to Wednesday, August 23, 2017, at 10:00 a.m. Central Time, to provide stockholders with additional time to consider and vote on
a revised slate of nominees for election to the Board which excludes Mr. Cordes but includes the other four individuals previously
nominated by the Board (namely Michael A. DiGregorio, David Jacobs, Emmett M. Murphy and Robert J. Steckler).
Ironclad’s Board also withdrew its
recommendation that stockholders vote in favor of the non-binding resolution approving executive compensation as disclosed in
the proxy statement previously distributed for the Annual Meeting, and in place thereof makes no recommendation regarding such
proposal as the Audit Committee has not concluded its investigation regarding the matters underlying the Audit Committee’s
determination that action should be taken to prevent further reliance on the financial statements listed above.
Ironclad will distribute to its stockholders
of record as of May 4, 2017, a supplement to its proxy statement for the Annual Meeting and a new proxy card appointing Geoffrey
Greulich, the Company’s Chief Executive Officer, and James McAlister, the Company’s Chief Financial Officer and Secretary,
as proxies for signatories to the new proxy card. Such stockholders are encouraged to complete, sign, date and return the new
proxy card once received to ensure that their shares are represented at the Annual Meeting. Any proxy cards previously received
by the Company will be disregarded for purposes of determining the number of votes cast for each proposal described in the proxy
statement and supplemental proxy materials. Furthermore, stockholders will need to submit the new proxy card even if their vote
has not changed with respect to the proposals submitted to a vote of stockholders at the Annual Meeting.
About Ironclad Performance Wear Corporation
Ironclad Performance Wear is a leader in
high-performance task-specific work gloves. It created the performance work glove category in 1998, and continues to leverage
its leadership position in the safety, construction and industrial markets through the design, development and distribution of
specialized task-specific gloves for industries such as oil & gas extraction; automotive; and police, fire, first-responder
and military. Ironclad engineers and manufactures its products with a focus on innovation, design, advanced material science and
durability. Ironclad's gloves are available through industrial suppliers, hardware stores, home centers, lumber yards, and sporting
goods retailers nationwide; and through authorized distributors in North America, Europe, Australia, Middle East, Asia and South
America.
Contact
James McAlister, CFO
(972) 996-5664