UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A
INFORMATION
PROXY STATEMENT PURSUANT
TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the
Registrant
x
Filed by a Party other
than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as
Permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under
§240.14a-12
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Nxt-ID, Inc.
(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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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 (set forth
the amount on which the filing fee is calculated and state how it
was determined):
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(4)
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Proposed maximum aggregate value of
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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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(3)
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Filing Party:
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Date Filed:
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1627 U.S. Highway
1
Unit 206
Sebastian, FL
32958
(203)
266-2103
Important Notice
Regarding the Availability of Proxy Materials
for the Annual Meeting
of Stockholders to Be Held on July 31, 2018
The Notice of Annual Meeting, Proxy Statement
and Annual Report on Form 10-K are available at:
http://xbrlfinancialwidget.com/default.aspx?CIKNum=1566826&view=All
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD ON JULY 31, 2018
To the Stockholders of
Nxt-ID, Inc.:
NOTICE IS HEREBY
GIVEN
that an Annual Meeting of Stockholders (“Annual
Meeting”) of Nxt-ID, Inc., a Delaware corporation (the
“Company”), will be held on July 31, 2018 at 9:00 a.m.
(Eastern Time) at the Company’s offices at 288 Christian
Street, Hanger C 2
nd
Floor, Oxford, CT 06478 for the following purposes:
1.
To
elect six (6) members of the Company’s Board of Directors
(the “Board”), each to serve until the next Annual
Meeting of Stockholders and until their successors are elected and
qualified or until their earlier resignation or removal
(“Proposal No. 1”);
2.
To
consider and vote on a proposal to ratify the Board’s
selection of Marcum LLP as the Company’s independent
registered public accountants for the fiscal year ending December
31, 2018 (“Proposal No. 2”);
3.
To
consider and vote on a proposal to approve the issuance of the
Company’s common stock, par value $0.0001 per share (the
“Common Stock”), upon conversion of the Series C
Non-Convertible Voting Preferred Stock, $0.0001 par value per share
(the “Series C Preferred Stock”), issued in connection
with our merger with Fit Pay, Inc., in an amount equal to 20% or
more of the Company’s outstanding Common Stock
(“Proposal No. 3”); and
4.
To
consider and act upon such other business as may properly come
before the Annual Meeting or any adjournment thereof.
The foregoing items of business are more fully described in the
Proxy Statement that is attached and made a part of this Notice.
Only stockholders of record of the Company’s Common Stock and
Series C Preferred Stock at the close of business on June 29, 2018
(the “Record Date”) will be entitled to notice of, and
to vote at, the Annual Meeting or any adjournment thereof.
All stockholders are cordially invited to attend the Annual Meeting
in person. Your vote is important regardless of the number of
shares of Common Stock
and/or
Series C Preferred Stock
you own. Only record or beneficial owners of the Common Stock
and/or
Series C Preferred Stock
as of the Record Date may attend the Annual Meeting in person. When
you arrive at the Annual Meeting, you must present photo
identification, such as a driver’s license. Beneficial owners
also must provide evidence of stockholdings as of the Record Date,
such as a recent brokerage account or bank statement.
Whether or not you expect to attend the Annual Meeting, please
complete, sign, date and return the enclosed proxy card in the
enclosed postage-paid envelope in order to ensure representation of
your shares of Common Stock
and/or
Series C Preferred Stock.
It will help in our preparations for the Annual Meeting if you
would check the box on the form of proxy if you plan on attending
the Annual Meeting. Your proxy is revocable in accordance with the
procedures set forth in the Proxy Statement.
Sebastian, Florida
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By Order of the Board of Directors,
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July 5, 2018
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/s/ Gino M. Pereira
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Gino M. Pereira
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Chairman and Chief Executive Officer
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WHETHER OR NOT YOU PLAN
TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE, SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. NO
POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED
STATES.
TABLE OF
CONTENTS
PROXY STATEMENT FOR ANNUAL MEETING OF
STOCKHOLDERS
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1
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Information Concerning the Proxy Materials and
the Annual Meeting
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1
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Voting Procedures and Vote Required
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2
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Delivery of Documents to Stockholders Sharing an
Address
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3
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
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4
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ELECTION OF DIRECTORS (Proposal No.
1)
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5
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CORPORATE GOVERNANCE
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8
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Board of Directors
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8
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Director Independence
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8
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Board Meetings and Attendance
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8
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Annual Meeting Attendance
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8
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Stockholder Communications with the
Board
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8
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Board Committees
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8
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Family Relationships
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10
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Involvement in Certain Legal
Proceedings
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10
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Leadership Structure of the Board
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11
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Risk Oversight
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11
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Code of Ethics
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11
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DIRECTOR COMPENSATION
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12
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INFORMATION ABOUT OUR EXECUTIVE
OFFICERS
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13
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EXECUTIVE OFFICER COMPENSATION
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15
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Summary Compensation Table for Fiscal Years 2017
and 2016
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15
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Employment Agreements
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15
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Other Compensation
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15
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Outstanding Equity Awards as of December 31,
2017
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16
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Equity Compensation Plan Information as of
December 31, 2017
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16
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CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
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17
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
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18
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AUDIT COMMITTEE REPORT
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19
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RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS (Proposal No. 2)
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20
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Policy on Audit Committee Pre-Approval of Audit
and Permissible Non-Audit Services of Independent Registered Public
Accountant
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Vote Required and Recommendation
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20
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APPROVAL OF THE ISSUANCE OF COMMON STOCK UPON
CONVERSION OF THE SERIES C PREFERRED STOCK, ISSUED IN CONNECTION
WITH OUR MERGER WITH FIT PAY, INC., IN AN AMOUNT EQUAL TO 20% OR
MORE OF THE COMPANY’S OUTSTANDING COMMON STOCK (Proposal No.
3)
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21
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Summary
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21
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Background
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21
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Reasons for Stockholder Approval
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21
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Voting Exclusion Statement
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Vote Required and Recommendation
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22
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i
TABLE OF
CONTENTS
FUTURE STOCKHOLDER PROPOSALS
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23
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EXPENSES AND SOLICITATION
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23
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OTHER BUSINESS
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23
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ADDITIONAL INFORMATION
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23
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APPENDIX A — AUDIT COMMITTEE
CHARTER
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A-1
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APPENDIX B — COMPENSATION COMMITTEE
CHARTER
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B-1
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APPENDIX C — CORPORATE GOVERNANCE AND
NOMINATION COMMITTEE CHARTER
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C-1
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ii
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
In this Proxy Statement, Nxt-ID, Inc., a Delaware corporation, is
referred to as “Nxt-ID,” the “Company,”
“we,” “us” and “our.”
Information Concerning
the Proxy Materials and the Annual Meeting
Proxies in the form enclosed with this Proxy Statement are being
solicited by our Board of Directors (the “Board”) for
use at our Annual Meeting of Stockholders (the “Annual
Meeting”) to be held at 9:00 a.m. (Eastern Time) on July 31,
2018 at the Company’s offices at 288 Christian Street, Hanger
C 2
nd
Floor, Oxford, CT 06478, and at any adjournment thereof. Your vote
is very important. For this reason, our Board is requesting that
you permit your common stock, $0.0001 par value per share (the
“Common Stock”)
and/or
Series C Non-Convertible
Voting Preferred Stock, $0.0001 par value per share (the
“Series C Preferred Stock”), to be represented at the
Annual Meeting by the proxies named on the enclosed proxy card.
This Proxy Statement contains important information for you to
consider when deciding how to vote on the matters brought before
the Annual Meeting. Please read it carefully.
Voting materials, which include this Proxy Statement and the
enclosed proxy card, will be first mailed to stockholders on or
about July 9, 2018.
Only stockholders of record of our Common Stock and Series C
Preferred Stock as of the close of business on June 29, 2018 (the
“Record Date”) will be entitled to notice of, and to
vote at, the Annual Meeting. As of the Record Date, 24,511,662
shares of Common Stock were issued and outstanding and 2,000 shares
of Series C Preferred Stock were issued and outstanding. Holders of
Common Stock and Series C Preferred Stock are entitled to one (1)
vote per share held by them. Stockholders may vote in person or by
proxy; however, granting a proxy does not in any way affect a
stockholder’s right to attend the Annual Meeting and vote in
person. Any stockholder giving a proxy has the right to revoke that
proxy by (i) filing a later-dated proxy or a written notice of
revocation with us at our principal office at any time before the
original proxy is exercised or (ii) attending the Annual Meeting
and voting in person.
Gino M. Pereira is named as attorney-in-fact in the proxy. Mr.
Pereira is our Chairman and Chief Executive Officer. Mr. Pereira
will vote all shares represented by properly executed proxies
returned in time to be counted at the Annual Meeting, as described
below under “Voting Procedures.” Where a vote has been
specified in the proxy with respect to the matters identified in
the Notice of the Annual Meeting, the shares represented by the
proxy will be voted in accordance with those voting specifications.
If no voting instructions are indicated, your shares will be voted
as recommended by our Board on all matters, and as the proxy
holders may determine in their discretion with respect to any other
matters properly presented for a vote before the Annual
Meeting.
The stockholders will consider and vote upon (i) a proposal to
elect six (6) members of our Board of Directors, each to serve
until the 2019 Annual Meeting of Stockholders and until their
successors are elected and qualified or until their earlier
resignation or removal (“Proposal No. 1”); (ii) a
proposal to ratify the Board’s selection of Marcum LLP as our
independent registered public accountants for the fiscal year
ending December 31, 2018 (“Proposal No. 2”); and (iii)
a proposal to approve the issuance of Common Stock upon conversion
of the Series C Preferred Stock, issued in connection with our
merger with Fit Pay, Inc., in an amount equal to 20% or more of the
Company’s outstanding Common Stock (“Proposal No.
3”). Stockholders also will consider and act upon such other
business as may properly come before the Annual Meeting.
1
Voting Procedures and
Vote Required
Mr. Pereira will vote all shares represented by properly executed
proxies returned in time to be counted at the Annual Meeting. The
presence, in person or by proxy, of at least one-third of the
issued and outstanding shares of Common Stock and Series C
Preferred Stock, in the aggregate, entitled to vote at the Annual
Meeting is necessary to establish a quorum for the transaction of
business. Shares represented by proxies which contain an abstention
and “broker non-vote” shares (described below) are
counted as present for purposes of determining the presence of a
quorum for the Annual Meeting.
All properly executed proxies delivered pursuant to this
solicitation and not revoked will be voted at the Annual Meeting as
specified in such proxies.
Vote Required for
Election of Directors (Proposal No. 1).
Our Certificate
of Incorporation, as amended, does not authorize cumulative voting.
Delaware law and our Bylaws provide that directors are to be
elected by a plurality of the votes of the shares present in person
or represented by proxy at the Annual Meeting and entitled to vote
on the election of directors. This means that the six (6)
candidates receiving the highest number of affirmative votes at the
Annual Meeting will be elected as directors. Only shares that are
voted in favor of a particular nominee will be counted toward that
nominee’s achievement of a plurality. Shares present at the
Annual Meeting that are not voted for a particular nominee or
shares present by proxy where the stockholder properly withheld
authority to vote for such nominee will not be counted toward that
nominee’s achievement of a plurality.
Vote Required for
Ratification of Independent Registered Public Accountants (Proposal
No. 2).
Delaware law and our Bylaws provide that, on
all matters (other than the election of directors and except to the
extent otherwise required by our Certificate of Incorporation, as
amended, or applicable Delaware law), the affirmative vote of a
majority of the shares present, in person or by proxy, and voting
on the matter, will be required for approval. Accordingly, the
affirmative vote of a majority of the shares present at the Annual
Meeting, in person or by proxy, and voting on the matter, will be
required to ratify the Board’s selection of Marcum LLP as our
independent registered public accountants for the fiscal year
ending December 31, 2018.
Vote Required for the
Approval of the Issuance of Common Stock upon Conversion of the
Series C Preferred Stock, Issued in Connection with our Merger with
Fit Pay, Inc., in an Amount Equal to 20% or More of the
Company’s Outstanding Common Stock (Proposal No.
3).
Delaware law and our Bylaws provide that, on all
matters (other than the election of directors and except to the
extent otherwise required by our Certificate of Incorporation, as
amended, or applicable Delaware law), the affirmative vote of a
majority of the shares present, in person or by proxy, and voting
on the matter, will be required for approval. Accordingly, the
affirmative vote of a majority of the shares present at the Annual
Meeting, in person or by proxy, and voting on the matter will be
required to approve the issuance of Common Stock upon conversion of
the Series C Preferred Stock, issued in connection with our merger
with Fit Pay, Inc., in an amount equal to 20% or more of the
Company’s outstanding Common Stock.
If you hold shares beneficially in street name and do not provide
your broker with voting instructions, your shares may constitute
“broker non-votes.” Generally, broker non-votes occur
on a matter when a broker is not permitted to vote on that matter
without instructions from the beneficial owner and instructions are
not given. Brokers that have not received voting instructions from
their clients cannot vote on their clients’ behalf on
“non-routine” proposals. Broker non-votes are not
counted in tabulating the voting result for any particular proposal
and shares that constitute broker non-votes are not considered
entitled to vote.
The vote on Proposals No. 1 and No. 3 are considered
“non-routine” and the vote on Proposal No. 2 is
considered “routine”.
Abstentions are counted as “shares present” at the
Annual Meeting for purposes of determining the presence of a quorum
but are not counted in the calculation of the vote.
Votes at the Annual Meeting will be tabulated by one or more
inspectors of election appointed by the Chairman and Chief
Executive Officer.
Stockholders will not be entitled to dissenter’s rights with
respect to any matter to be considered at the Annual Meeting.
2
Delivery of Documents to
Stockholders Sharing an Address
We will send only one set of Annual Meeting materials and other
corporate mailings to stockholders who share a single address
unless we received contrary instructions from any stockholder at
that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. However, the
Company will deliver promptly upon written or oral request a
separate copy of the Annual Meeting materials to a stockholder at a
shared address to which a single copy of the Annual Meeting
materials was delivered. You may make such a written or oral
request by sending a written notification stating (i) your name,
(ii) your shared address and (iii) the address to which the Company
should direct the additional copy of the Annual Meeting materials
to the Company at Corporate Secretary, 288 Christian Street, Hanger
C 2
nd
Floor, Oxford, CT 06478, telephone: (203) 266-2103.
If multiple stockholders sharing an address have received one copy
of the Annual Meeting materials or any other corporate mailing and
would prefer the Company to mail each stockholder a separate copy
of future mailings, you may send notification to or call the
Company’s principal executive offices. Additionally, if
current stockholders with a shared address received multiple copies
of the Annual Meeting materials or other corporate mailings and
would prefer the Company to mail one copy of future mailings to
stockholders at the shared address, notification of such request
may also be made by mail or by calling the Company’s
principal executive offices.
3
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets
forth, as of July 3, 2018, information regarding beneficial
ownership of our capital stock by:
•
Each person, or group of affiliated persons, known by us to
beneficially own more than 5% of our Common Stock;
•
Each of our executive officers;
•
Each of our directors; and
•
All of our current executive officers and directors as a group.
Beneficial ownership is
determined according to the rules of the Securities and Exchange
Commission (the “SEC’) and generally means that a
person has beneficial ownership of a security if he, she or it
possesses sole or shared voting or investment power of that
security, including securities that are exercisable for shares of
Common Stock within sixty (60) days of July 3, 2018. Except as
indicated by the footnotes below, we believe, based on the
information furnished to us, that the persons named in the table
below have sole voting and investment power with respect to all
shares of Common Stock shown that they beneficially own, subject to
community property laws where applicable.
For purposes of
comp
uting the
percentage of outstanding shares of our Common Stock held by each
person or group of persons named above, any shares of Common Stock
that such person or persons has the right to acquire within sixty
(60) days of July 3, 2018 is deemed to be outstanding, but is not
deemed to be outstanding for the purpose of computing the
percentage ownership of any other person. The inclusion herein of
any shares of Common Stock listed as beneficially owned does not
constitute an admission of beneficial ownership. Unless otherwise
identified, the address of each beneficial owner listed in the
table below is c/o Nxt-ID, Inc., 1627 U.S. Highway 1, Unit 206,
Sebastian, FL 32958.
Name
and Address of Beneficial Owner
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Amount and Nature of Beneficial Ownership
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Percent of Class of Common Stock
(1)
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Directors and Executive Officers:
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Gino M. Pereira
Chief Executive Officer and Director
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866,515
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3.53
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%
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David Tunnell
Chief Technology Officer
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731,933
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2.98
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%
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Vincent S. Miceli
Vice-President and Chief Financial Officer
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65,191
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*
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Michael J. Orlando
Chief Operating Officer and Director
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1,242,105
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5.07
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%
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Stanley E. Washington
Chief Revenue Officer and President, Healthcare Division
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31,250
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*
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Major General David R. Gust, USA, Ret.
Director
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90,103
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*
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Michael J. D’Almada-Remedios, PhD
Director
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95,471
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*
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Daniel P. Sharkey
Director
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85,091
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*
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John Bendheim
Director
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47,178
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*
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All
Directors and Executive Officers as a Group (9
Persons)
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3,254,837
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13.27
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%
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4
ELECTION OF
DIRECTORS
(Proposal No.
1)
The following individuals have been nominated as members of our
Board, each to serve until the 2019 Annual Meeting of Stockholders,
until their successors are elected and qualified or until their
earlier resignation or removal. Pursuant to Delaware law and our
Bylaws, directors are to be elected by a plurality of the votes of
the shares present in person or represented by proxy at the Annual
Meeting and entitled to vote on the election of directors. This
means that the six (6) candidates receiving the highest number of
affirmative votes at the Annual Meeting will be elected as
directors. Only shares that are voted in favor of a particular
nominee will be counted toward that nominee’s achievement of
a plurality. Proxies cannot be voted for a greater number of
persons than the number of nominees named or for persons other than
the named nominees.
Following is information about each nominee, including biographical
data for at least the last five (5) years. Should one or more of
these nominees become unavailable to accept nomination or election
as a director, the individuals named as proxies on the enclosed
proxy card will vote the shares that they represent for the
election of such other persons as the Board may recommend, unless
the Board reduces the number of directors. We have no reason to
believe that any nominee will be unable or unwilling to serve if
elected as a director.
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Gino M. Pereira
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60
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Inception
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Major General David R. Gust, USA,
Ret.
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75
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Inception
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Michael J. D’Almada-Remedios,
PhD
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55
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September 26, 2013
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Michael J. Orlando
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50
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June 30, 2017
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Daniel P. Sharkey
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61
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June 23, 2014
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John Bendheim
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64
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April 11, 2017
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Gino M. Pereira, Chief
Executive Officer, President and Director
Gino M. Pereira, one of our co-founders, has served as the Chief
Executive Officer, President and director of the Company since its
inception. Mr. Pereira has over 30 years of executive, operational
and financial experience with technology companies in the United
States, Europe and the Far East. He has also helped to develop
several technology start-ups as well as served in an executive
capacity in a large multinational public company. Mr. Pereira was
Chief Financial Officer and later Chief Executive Officer of
Technest Holdings Inc., a publicly quoted defense contracting
company, from 2004 to 2011, and Technest Holdings operated
subsidiaries, EOIR Technologies, Inc. and Genex Technologies, Inc.
Mr. Pereira is a Fellow of the Chartered Association of Certified
Accountants (UK) and has an MBA, with a specialty in finance, from
the Manchester Business School in England.
Mr. Pereira brings to our Board significant expertise in the
biometric and software recognition industries, as well as
experience in international business technology and extensive
management and operating experience. Having founded
and/or
operated
companies in similar or related industries during the past 15
years, Mr. Pereira provides our Board with unparalleled knowledge
of the Company and its operations and an understanding of the
markets in which the Company plans to operate.
Major General David R.
Gust, USA, Ret., Director
Major General David R. Gust, USA, Ret
.
has served as a
director of the Company from the date of its inception. General
Gust presently does consulting work for his own company, David R.
Gust & Associates, LLC. Between April 2007 and May 2009,
General Gust was the President of USfalcon, a privately-held
company working with the U.S. Defense sector, primarily in
information technology. Previously, General Gust had served as the
Manager for Federal Telecommunications for Bechtel National, Inc.
from November 2004 to March 2007. Prior to that, he was the
President and Chief Executive Officer of Technical and Management
Services Corporation from 2000 to 2004. General Gust retired from
the United States Army in 2000 after completing a career of 34
years of service.
His General Officer assignments included the Program Executive
Officer, Communications Systems (PEO-Comm Systems), Program
Executive Officer, Intelligence, Electronic Warfare and Sensors
(PEO-IEW&S) and at Army Materiel Command, as Deputy Chief of
Staff for Research, Development and Acquisition (DCSRDA).
5
His final assignment at the Army Materiel Command included serving
as the Chairman of the Source Selection Advisory Council for the
Tactical Unmanned Aerial Vehicle procurement and supervising
preparation of the acquisition procurement package for the Stryker
combat vehicle. General Gust received his B.S. in Electrical
Engineering from the University of Denver and Master’s
Degrees in Systems Management and National Security and Strategy
from the University of Southern California and the United States
Naval War College, respectively.
General Gust brings to our Board valuable business expertise,
particularly expertise in defense and homeland security market
segments due to his significant experience as a director of
publicly held companies and his substantial experience gained as a
member of the U.S. Armed Services.
Michael J.
D’Almada-Remedios, PhD, Director
Michael J. D’Almada-Remedios, PhD has served as a director of
the Company since September 26, 2013. Dr.
D’Almada-Remedios’ background includes a successful
track record for product innovation and development, outsourcing,
global platform integration, massive-scale/hyper-growth operations,
and building/developing teams from 50 to over 500 people. His key
accomplishments at each company consistently show impressive gains
in sales, profitability and global expansion into new markets.
Dr. D’Almada-Remedios is the Chief Executive Officer of Flye
Inc., a payment technology company owned by WorldVentures Holdings,
LLC. In 2014, Dr. D’Almada-Remedios was the Chief Technology
Officer of Swarm-Mobile, a software company. Between January 2011
and September 2013, Dr. D’Almada-Remedios was the Chief
Information Officer for Arbonne International, a billion-dollar
global cosmetics company. From February 2009 to December 2010, he
was a Vice-President at Expedia, Inc. and was responsible for all
technologies, product development and technical operations for
hotels.com. Prior to February 2009, Dr. D’Almada-Remedios was
the Chief Technology Officer for Realtor.com and Shopping.com, a
subsidiary of eBay, Inc. At eBay he was a member of the eBay Inc.
Technology Board for eBay, PayPal and Skype.
Earlier in his career, he was Global Chief Information Officer for
the Travelocity group of companies and President and Chief
Operating Officer of Bluelight.com, a subsidiary of Kmart. Dr.
D’Almada-Remedios began his career as Vice President and
Manager, Systems Integration & Development at Wells Fargo Bank,
Consumer Banking Group.
Dr. D’Almada-Remedios has a PhD in Computer Control and Fluid
Dynamics from the University of Nottingham in England and a B.Sc.
in Physics and Computer Science from Kings College, University of
London in England.
Dr. D’Almada-Remedios brings to our Board valuable business
experience, particularly expertise in eCommerce technology and
hyper growth companies.
Michael J. Orlando,
Chief Operating Officer and Director
Michael J. Orlando has served as our Chief Operating Officer since
May 23, 2017 and as a director of the Company since June 30, 2017.
Mr. Orlando founded Fit Pay, Inc. in September 2014. Prior to
founding Fit Pay, Inc., Mr. Orlando served in numerous roles at
payment, authentication, and software-as-a-service companies. From
September 2012 to September 2014, Mr. Orlando served as Chief Sales
Officer at Jumio, Inc., a leading mobile identify verification
solution provider. In 2012, Mr. Orlando served as Senior Vice
President, Sales and Marketing at EZ Prints, Inc., an online
merchandise printing and fulfillment services company. From
September 2000 to February 2012, Mr. Orlando served as Senior Vice
President, Global Sales and Services at CyberSource Inc., a leading
e-commerce and credit card systems management company, where he
oversaw all enterprise sales and professional services functions
worldwide.
Mr. Orlando holds a Bachelor of Science in Management from
California Coast University.
Mr. Orlando brings to our Board significant experience in the
payments industry and technology sector.
Daniel P. Sharkey,
Director
Daniel P. Sharkey has served as a director of the Company since
June 23, 2014. Mr. Sharkey’s background includes 36 years of
broad experience with finance and business development for
technology companies. His key accomplishments in his prior
engagements focused on expanding technology companies into new
marketplaces and plotting and implementing successful, long-term
growth strategies. Between 2007 and 2014, Mr. Sharkey
6
was Executive Vice President of Business Development for ATMI, a
publicly traded semi-conductor company. Mr. Sharkey originally
joined ATMI as Chief Financial Officer in 1990. ATMI was sold to
Entegris in 2014 for $1.15 billion.
From 1987 to 1990, before joining ATMI, Mr. Sharkey was Vice
President of Finance for Adage, a publicly traded computer graphics
manufacturer. From 1983 to 1987, Mr. Sharkey served as Corporate
Controller for CGX Corporation, a venture capital backed, privately
held, computer graphics manufacturer that merged with Adage in
1987. Mr. Sharkey was a Certified Public Accountant for KPMG from
1978 to 1983.
Mr. Sharkey earned a Bachelor of Arts degree in Economics and
Accounting from the College of the Holy Cross in Worcester,
Massachusetts. Mr. Sharkey brings valuable experience in finance
and administration to our Board and serves as our financial expert
and Chairman of our Audit Committee.
John Bendheim,
Director
John Bendheim has served as a director of the Company since April
11, 2017. Mr. Bendheim currently serves as the President of
Bendheim Enterprises, Inc., a real estate investment holding
company, and as the Vice President of the Leon Lowenstein
Foundation, Inc., a foundation supporting education, health and
environmental projects nationwide. Mr. Bendheim founded Inland
Homes in 1994 and has specialized in providing equity funding for
real estate transactions. From 1988 to 1994, Mr. Bendheim served as
the President of Benditel Incorporated, a manufacturer of
women’s apparel. Mr. Bendheim is also a member of several
boards of directors. He serves as the Chairman of the Board of the
Los Angeles Sports and Entertainment Commission and as
Vice-Chairman of the Psychological Trauma Center. He is also a
director of Cedars Sinai Medical Center, Cedars Sinai Medical
Genetics Institute — Community Advisory Board, California
Republic Bank, California Republic Bancorp, the Leon Lowenstein
Foundation, USC Marshall Board of Leaders, University of Southern
California Alumni Association Board of Governors, Wallace Annenberg
Center for the Performing Arts, Beverly Hills Chamber of Commerce,
American Fidelity Corporation, Evergreen Community School, Los
Angeles Committee on Foreign Relations and the Brentwood School, as
well as a member of the Advisory Board at Mandalay Digital Group,
Inc. In addition, Mr. Bendheim served as an independent director of
Zoo Entertainment, Inc. from June 2008 to June 2011.
Mr. Bendheim received his Bachelor of Science in Business
Administration in 1975 and an MBA in 1976 from the University of
Southern California.
Mr. Bendheim brings to our Board significant experience in business
development, financing and advising boards of directors in various
sectors.
Required Vote
Our Certificate of Incorporation, as amended, does not authorize
cumulative voting. Delaware law and our Bylaws provide that
directors are to be elected by a plurality of the votes of the
shares present in person or represented by proxy at the Annual
Meeting and entitled to vote on the election of directors. This
means that the six (6) candidates receiving the highest number of
affirmative votes at the Annual Meeting will be elected as
directors. Only shares that are voted in favor of a particular
nominee will be counted toward that nominee’s achievement of
a plurality. Shares present at the Annual Meeting that are not
voted for a particular nominee or shares present by proxy where the
stockholder properly withheld authority to vote for such nominee
will not be counted toward that nominee’s achievement of a
plurality.
At the Annual Meeting a
vote will be taken on a proposal to approve the election of the six
(6) director nominees.
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS
A VOTE FOR THE ELECTION
OF THE SIX (6) DIRECTOR NOMINEES
.
7
CORPORATE
GOVERNANCE
Board of
Directors
The Board oversees our business affairs and monitors the
performance of our management. In accordance with our corporate
governance principles, the Board does not involve itself in
day-to-day operations. The directors keep themselves informed
through discussions with the Chief Executive Officer, other key
executives and by reading the reports and other materials sent to
them and by participating in Board and committee meetings. Our
directors hold office until the next Annual Meeting of Stockholders
and until their successors are elected and qualified or until their
earlier resignation or removal, or if for some other reason they
are unable to serve in the capacity of director.
Director
Independence
Our Board currently consists of six (6) members: Gino M. Pereira;
Major General David R. Gust USA, Ret.; Michael J.
D’Almada-Remedios, PhD; Michael J. Orlando; Daniel P.
Sharkey; and John Bendheim. All of our directors will serve until
our next Annual Meeting of Stockholders and until their successors
are duly elected and qualified.
As we are listed on the NASDAQ Capital Market, our determination of
the independence of directors is made using the definition of
“independent director” contained in Rule 5605(a)(2) of
the Marketplace Rules of the NASDAQ Stock Market. Our Board
affirmatively determined that Major General David R. Gust USA,
Ret., Michael J. D’Almada-Remedios, PhD, Daniel P. Sharkey
and John Bendheim are “independent directors”, as that
term is defined in the Marketplace Rules of the NASDAQ Stock
Market.
Board Meetings and
Attendance
During fiscal year 2017, the Board held three (3) meetings (three
(3) physical meetings and no telephonic meetings). No incumbent
director attended, either in person or via telephone, fewer than
75% of the aggregate of all meetings of the Board, for which at the
time of the meeting they were a member of the Board. The Board also
approved certain actions by unanimous written consent.
Annual Meeting
Attendance
All of the Company’s seven (7) then-sitting directors
attended our 2017 Annual Meeting of Stockholders, which was held in
Melbourne, Florida on August 24, 2017.
Stockholder
Communications with the Board
Stockholders wishing to communicate with the Board, the
non-management directors, or with an individual Board member may do
so by writing to the Board, to the non-management directors, or to
the particular Board member, and mailing the correspondence to: c/o
Gino Pereira, Chief Executive Officer, Nxt-ID, Inc., 1627 U.S.
Highway 1, Unit 206, Sebastian, FL 32958. The envelope should
indicate that it contains a stockholder communication. All such
stockholder communications will be forwarded to the director or
directors to whom the communications are addressed.
Board
Committees
Our Board has an Audit Committee, a Compensation Committee and a
Corporate Governance and Nomination Committee. Each committee has a
charter, which is available on our website at
www.nxt-id.com.
Information contained on our website
is not incorporated herein by reference. Each of the board
committees has the composition and responsibilities described
below. As of July 3, 2018, the members of these committees are:
Audit Committee — Daniel P. Sharkey*
(1)
,
David R. Gust, John Bendheim
Compensation Committee — David R. Gust*, Daniel P.
Sharkey
Corporate Governance and Nomination Committee — David R.
Gust*, Daniel P. Sharkey
8
Audit
Committee
We have an Audit Committee established in accordance with Section
3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). The members of our Audit Committee are
Daniel P. Sharkey, David R. Gust and John Bendheim. Mr. Sharkey,
Mr. Gust and Mr. Bendheim are “independent” within the
meaning of
Rule 10A-3
under the Exchange Act
and the Marketplace Rules of the NASDAQ Stock Market. Our Board has
determined that Mr. Sharkey shall serve as the “audit
committee financial expert”, as such term is defined in Item
407(d)(5) of Regulation S-K. In addition, Mr. Sharkey serves as
Chairman of our Audit Committee.
The Audit Committee oversees our corporate accounting and financial
reporting process and oversees the audit of our financial
statements and the effectiveness of our internal control over
financial reporting. The responsibilities of the Audit Committee
include, among other matters:
•
Selecting and recommending to our Board the appointment of an
independent registered public accounting firm and overseeing the
engagement of such firm;
•
Approving the fees to be paid to the independent registered public
accounting firm;
•
Helping to ensure the independence of our independent registered
public accounting firm;
•
Overseeing the integrity of our financial statements;
•
Preparing an audit committee report as required by the SEC to be
included in our annual proxy statement;
•
Reviewing major changes to our auditing and accounting principles
and practices as suggested by our Company’s independent
registered public accounting firm, internal auditors (if any) or
management;
•
Reviewing and approving all related party transactions; and
•
Overseeing our compliance with legal and regulatory
requirements.
In 2017, the Audit Committee held four (4) telephonic meetings at
which all of the members of the then current Audit Committee were
present.
The Audit Committee operates under a written charter adopted by the
Board that satisfies the applicable standards of the NASDAQ Stock
Market.
The Audit Committee’s charter is attached as
Appendix
A
to this Proxy Statement.
Compensation
Committee
The members of our Compensation Committee are David R. Gust and
Daniel P. Sharkey. Mr. Gust and Mr. Sharkey are
“independent” within the meaning of the Marketplace
Rules of the NASDAQ Stock Market. In addition, each member of our
Compensation Committee qualifies as a “non-employee
director” under Rule 16b-3 of the Exchange Act. Our
Compensation Committee assists the Board in the discharge of its
responsibilities relating to the compensation of the members of the
Board and our executive officers. Mr. Gust serves as Chairman of
our Compensation Committee.
The Compensation Committee’s compensation-related
responsibilities include:
•
Assisting our Board in developing and evaluating potential
candidates for executive positions and overseeing the development
of executive succession plans;
•
Reviewing and approving on an annual basis the corporate goals and
objectives with respect to compensation for our Chief Executive
Officer;
•
Reviewing, approving and recommending to our Board on an annual
basis the evaluation process and compensation structure for our
other executive officers;
•
Providing oversight of management’s decisions concerning the
performance and compensation of other company officers, employees,
consultants and advisors;
9
•
Reviewing our incentive compensation and other stock-based plans
and recommending changes in such plans to our Board as needed, and
exercising all the authority of our Board with respect to the
administration of such plans;
•
Reviewing and recommending to our Board the compensation of
independent directors, including incentive and equity-based
compensation; and
•
Selecting, retaining and terminating such compensation consultants,
outside counsel and other advisors as it deems necessary or
appropriate.
In 2017, the Compensation Committee held one (1) telephonic
meeting, at which all of the members of the then current
Compensation Committee were present.
The Compensation Committee’s charter is attached as
Appendix B
to
this Proxy Statement.
Corporate Governance
and Nomination Committee
The members of our Corporate Governance and Nomination Committee
are David R. Gust and Daniel P. Sharkey. Mr. Gust and Mr. Sharkey
are “independent” within the meaning of the Marketplace
Rules of the NASDAQ Stock Market. In addition, each member of our
Corporate Governance and Nomination Committee qualifies as a
“non-employee director” under Rule 16b-3 of the
Exchange Act. The purpose of the Corporate Governance and
Nomination Committee is to recommend to the Board nominees for
election as directors and persons to be elected to fill any
vacancies on the Board, develop and recommend a set of corporate
governance principles and oversee the performance of the Board. Mr.
Gust serves as Chairman of our Corporate Governance and Nomination
Committee.
The Corporate Governance and Nomination Committee is responsible
for, among other objectives, making recommendations to the Board
regarding candidates for directorships; overseeing the evaluation
of the Board; reviewing developments in corporate governance
practices; developing a set of corporate governance guidelines; and
reviewing and recommending changes to the charters of other board
committees. In addition, the Corporate Governance and Nomination
Committee is responsible for overseeing our corporate governance
guidelines and reporting and making recommendations to the Board
concerning corporate governance matters.
In 2017, the Corporate Governance and Nomination Committee held one
(1) telephonic meeting, at which all of the members of the then
current Corporate Governance and Nomination Committee were
present.
The Corporate Governance and Nomination Committee’s charter
is attached as
Appendix C
to
this Proxy Statement.
Family
Relationships
There are no relationships between any of the officers or directors
of the Company.
Involvement in Certain
Legal Proceedings
Except as described below, to the best of our knowledge, none of
our directors or executive officers has, during the past ten (10)
years:
•
been convicted in a criminal proceeding or been subject to a
pending criminal proceeding (excluding traffic violations and other
minor offenses);
•
had any bankruptcy petition filed by or against the business or
property of the person, or of any partnership, corporation or
business association of which he was a general partner or executive
officer, either at the time of the bankruptcy filing or within two
(2) years prior to that time;
•
been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction or federal or state authority, permanently or
temporarily enjoining, barring, suspending or otherwise limiting,
his involvement in any type of business, securities, futures,
commodities, investment, banking, savings and loan, or insurance
activities, or his association with persons engaged in any such
activity;
10
•
been found by a court of competent jurisdiction in a civil action
or by the SEC or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated;
•
been the subject of, or a party to, any federal or state judicial
or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated (not including any
settlement of a civil proceeding among private litigants), relating
to an alleged violation of any federal or state securities or
commodities law or regulation, any law or regulation respecting
financial institutions or insurance companies including, but not
limited to, a temporary or permanent injunction, order of
disgorgement or restitution, civil money penalty or temporary or
permanent cease-and-desist order, or removal or prohibition order,
or any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or
•
been the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act),
any registered entity (as defined in Section 1(a)(29) of the
Commodity Exchange Act), or any equivalent exchange, association,
entity or organization that has disciplinary authority over its
members or persons associated with a member.
Leadership Structure of
the Board
The Board does not currently have a policy on whether the same
person should serve as both the Chief Executive Officer and
Chairman of the Board or, if the roles are separate, whether the
Chairman should be selected from the non-employee directors or
should be an employee. The Board believes that it should have the
flexibility to make these determinations at any given point in time
in the way that it believes best to provide appropriate leadership
for the Company at that time. Our current Chairman of the Board,
Gino M. Pereira, also serves as the Company’s Chief Executive
Officer.
Risk
Oversight
The Board oversees risk management directly and through its
committees associated with their respective subject matter areas.
Generally, the Board oversees risks that may affect the business of
the Company as a whole, including operational matters. The Audit
Committee is responsible for oversight of the Company’s
accounting and financial reporting processes and also discusses
with management the Company’s financial statements, internal
controls and other accounting and related matters. The Compensation
Committee oversees certain risks related to compensation programs,
and the Corporate Governance and Nomination Committee oversees
certain corporate governance risks. As part of their roles in
overseeing risk management, these committees periodically report to
the Board regarding briefings provided by management and advisors
as well as the committees’ own analysis and conclusions
regarding certain risks faced by the Company. Management is
responsible for implementing the risk management strategy and
developing policies, controls, processes and procedures to identify
and manage risks.
Code of
Ethics
The Board has adopted a Code of Ethical Conduct (the “Code of
Conduct”) which constitutes a “code of ethics,”
as defined by applicable SEC rules, and a “code of
conduct,” as defined by applicable rules of the NASDAQ Stock
Market. We require all employees, directors and officers, including
our principal executive officer and principal financial officer, to
adhere to the Code of Conduct in addressing legal and ethical
issues encountered in conducting their work. The Code of Conduct
requires that these individuals avoid conflicts of interest, comply
with all laws and other legal requirements, conduct business in an
honest and ethical manner and otherwise act with integrity. The
Code of Conduct contains additional provisions that apply
specifically to our Chief Executive Officer, Chief Financial
Officer and other finance department personnel with respect to
accurate reporting. The Code of Conduct is available on our website
at
www.nxt-id.com.
The Company will post any amendments to the Code of Conduct, as
well as any waivers that are required to be disclosed by the rules
of the SEC on such website. Information contained on our website is
not a part of, and is not incorporated into, this Proxy Statement,
and the inclusion of our website address in this Proxy Statement is
an inactive textual reference only.
11
DIRECTOR
COMPENSATION
Our non-employee directors receive $80,000 annually for serving on
our Board, which is paid quarterly in Common Stock. The following
table reflects all compensation awarded to, earned by or paid to
the Company’s directors for the fiscal year ended December
31, 2017.
|
|
Fees
Earned or Paid in Cash
($)
|
|
|
|
|
|
Non-Equity
Incentive Plan Compensation
($)
|
|
Nonqualified
Deferred Compensation Earnings
($)
|
|
All
Other Compensation
($)
(6)
|
|
|
Major
General David R. Gust, USA, Ret.
(1)
|
|
—
|
|
80,000
|
|
—
|
|
—
|
|
—
|
|
725
|
|
80,725
|
Michael
J. D’Almada-Remedios, PhD
(2)
|
|
—
|
|
80,000
|
|
—
|
|
—
|
|
—
|
|
295
|
|
80,295
|
Daniel
P. Sharkey
(3)
|
|
—
|
|
80,000
|
|
—
|
|
—
|
|
—
|
|
602
|
|
80,602
|
John
Bendheim
(4)
|
|
—
|
|
60,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
60,000
|
Robin
Richards
(5)
|
|
—
|
|
60,000
|
|
—
|
|
—
|
|
—
|
|
1,495
|
|
61,495
|
12
INFORMATION ABOUT OUR
EXECUTIVE OFFICERS
Our executive officers are:
|
|
|
|
|
Gino M. Pereira
|
|
60
|
|
Chief Executive Officer
|
Vincent S. Miceli
|
|
60
|
|
Vice President and Chief Financial
Officer
|
David Tunnell
|
|
53
|
|
Vice President and Chief Technology
Officer
|
Michael J. Orlando
|
|
50
|
|
Chief Operating Officer
|
Stanley E. Washington
|
|
54
|
|
Chief Revenue Officer and President, Healthcare
Division
|
Biographical information about Gino M. Pereira and Michael J.
Orlando appears above on page 5 and page 6, respectively.
Vincent S. Miceli, Vice
President and Chief Financial Officer
Vincent S. Miceli has served as a Vice President and Chief
Financial Officer of the Company since September 29, 2014. Mr.
Miceli has over 30 years of experience in executive, financial and
operational management for companies based primarily in the United
States. Prior to joining the Company, Mr. Miceli was Vice-President
and Chief Financial Officer/Treasurer of Panolam Industries
International, Inc., a privately held company which primarily
designs, manufactures, and distributes decorative and industrial
laminates from May 2006 to mid-December 2013. Prior to that, Mr.
Miceli was the Chief Financial Officer and Corporate Controller of
Opticare Health Systems, Inc., a company that provides integrated
eye care services from 2004 to 2006. Prior to 2004, Mr. Miceli held
senior accounting positions at Amphenol Corporation and United
Technologies, Inc. Mr. Miceli holds a BS degree in accounting from
Quinnipiac College, an MBA, with a concentration in Finance, from
the University of Hartford and he is an affiliate member of both
the AICPA and Connecticut Society of Certified Public
Accountants.
David Tunnell, Chief
Technology Officer
David Tunnell, one of our co-founders, has served as the Chief
Technology Officer of the Company from the date of its inception.
Mr. Tunnell is an expert in biometrics and is the inventor of a
variety of miniature technologies for remote distributed sensors.
Mr. Tunnell has over 23 years of experience in developing
high-technology solutions for the US Government. He was the
divisional director of 3D identification products at Technest
Holdings Inc. from 2003 to 2011. Prior to that, he was at the
National Security Agency (NSA) serving in operations, support, and
development and later at L3 Communications where he served as
Director of Engineering, overseeing the development of SIGINT
solutions and serving as the primary interface with customers,
bridging the gap between customer requirements and system design
and engineering. He also managed technical personnel, budgets,
schedules, and technical direction. Mr. Tunnell earned a Masters in
Technical Management (MSTM) from Johns Hopkins University and a
BSEE from the University of Tennessee.
Stanley E. Washington,
Chief Revenue Officer and President, Healthcare Division
Stanley E. Washington has served as our Chief Revenue Officer and
President, Healthcare Division since January 1, 2018. Mr.
Washington is also Founder of Pantheon Business Consulting
(“PBC”), a strategic business development firm which
specializes in partnering with fast growing small and mid-sized
companies in emerging growth segments with large strategic partners
in order to drive accelerated revenue growth and profitability. PBC
has worked closely with many of the marketplace’s fastest
growing payment, m-commerce, security and consumer products
companies, and Mr. Washington has operated as a special advisor to
many corporate executives and industry leaders. Prior to PBC, Mr.
Washington spent 17 years as an executive at American Express and
was Regional Vice President and General Manager of the Western
United States operating as the region’s senior business
leader where he managed American Express’ U.S. Commercial
Card Division overseeing the Account Development Organization,
including sales and operational support across multiple industries,
to more than 260 U.S. based global companies that represented over
$300 billion in annual corporate revenue. As a 17 year veteran of
American Express, Mr. Washington held numerous positions within the
company including Regional Vice President and General Manager of
the American Express Establishment Services Division where he was
responsible for over $50 billion in annual charge volume and
oversaw all merchant relationships and card member marketing to
American Express merchant business locations throughout the Western
States and Micronesia. During his tenure he was
13
also responsible for American Express’ penetration into
several key industries, including entertainment, gaming,
restaurant, wine, ski and luxury hotels. Mr. Washington has also
served in many business leadership positions including: Former
Chairman, Los Angeles Convention & Visitors Bureau; Former
Chairman, Los Angeles Sports & Entertainment Commission; Former
Chairman, National Black Economic Development Coalition for
MillerCoors Brewing Company; Board Member, Earvin
“Magic” Johnson Foundation; and Member, Board of
Trustees Morehouse College.
14
EXECUTIVE OFFICER
COMPENSATION
Summary Compensation
Table for Fiscal Years 2017 and 2016
The following table sets forth all plan and non-plan compensation
for the last two completed fiscal years paid to all individuals who
served as the Company’s principal executive officer or acted
in a similar capacity and the Company’s two other most highly
compensated executive officers during the last completed fiscal
year, as required by Item 402(m)(2) of Regulation S-K of the
Securities Act. We refer to all of these individuals collectively
as our “Named Executive Officers.”
Name
and Principal Position
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
Incentive Plan Compensation ($)
|
|
Nonqualified
Deferred Compensation Earnings
($)
|
|
All
Other Compensation
($)
(2)
|
|
|
Gino
M. Pereira,
|
|
2017
|
|
381,150
|
|
—
|
|
100,000
|
|
—
|
|
—
|
|
—
|
|
25,780
|
|
506,930
|
Chief
Executive Officer
|
|
2016
|
|
346,500
|
|
—
|
|
124,000
|
|
—
|
|
—
|
|
—
|
|
19,517
|
|
490,017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
Tunnell,
|
|
2017
|
|
305,000
|
|
—
|
|
80,000
|
|
—
|
|
—
|
|
—
|
|
14,400
|
|
399,400
|
Chief
Technology Officer
|
|
2016
|
|
277,200
|
|
—
|
|
62,000
|
|
—
|
|
—
|
|
—
|
|
14,400
|
|
353,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vincent
S. Miceli
|
|
2017
|
|
265,650
|
|
—
|
|
70,000
|
|
—
|
|
—
|
|
—
|
|
26,724
|
|
362,374
|
Chief
Financial Officer
|
|
2016
|
|
241,500
|
|
—
|
|
62,000
|
|
—
|
|
—
|
|
—
|
|
14,400
|
|
317,900
|
Employment
Agreements
Effective October 1, 2015, we extended the employment agreement
with Gino M. Pereira, our Chief Executive Officer. The term of the
employment agreement is three (3) years beginning on October 1,
2015. Effective January 1, 2018, Mr. Pereira’s base salary
increased to $420,000 from $381,150. The employment agreement also
provides for:
•
Eligibility to participate in bonus or incentive compensation plans
that may be established by the Board from time to time applicable
to Mr. Pereira’s services.
•
Eligibility to receive equity awards as determined by the Board, or
a committee of the Board, composed in compliance with the corporate
governance standards of any applicable listing exchange.
Effective May 23, 2017, we entered into an employment agreement
with Michael J. Orlando, our Chief Operating Officer. The term of
the employment agreement is 1 year beginning on May 23, 2017. Mr.
Orlando’s base salary is $150,000, plus an initial stock
grant of 250,000 shares of Common Stock from the Company’s
2013 Long-Term Incentive Plan (the “2013 LTIP”).
Effective January 1, 2018, Mr. Orlando’s base salary
increased to $350,000 from $150,000. The employment agreement also
provides for:
•
Eligibility to participate in bonus or incentive compensation plans
that may be established by the Board from time to time applicable
to Mr. Orlando’s services.
•
Eligibility to receive equity awards as determined by the Board, or
a committee of the Board, composed in compliance with the corporate
governance standards of any applicable listing exchange.
We do not have employment agreements with Vincent S. Miceli, our
Chief Financial Officer, David Tunnell, our Chief Technology
Officer, or Stanley E. Washington, our Chief Revenue Officer and
President, Healthcare Division.
Other Compensation
Other than as described above, there were no post-employment
compensation, pension or nonqualified deferred compensation
benefits earned by our Named Executive Officers during the year
ended December 31, 2017. We do not have any retirement, pension or
profit-sharing programs for the benefit of our directors, officers
or other employees. The Board may recommend adoption of one or more
such programs in the future.
15
Outstanding Equity
Awards as of December 31, 2017
The following table provides information related to the vested and
unvested option and stock awards held by our Named Executive
Officers as of December 31, 2017. The presentation of the option
and stock awards on the following table reflect the Company’s
reverse stock split that was effected on September 9, 2016.
|
|
|
|
|
|
|
Number of Securities Underlying
Unexercised Options (# Exercisable)
|
|
Number of Securities Underlying
Unexercised Options (# Unexercisable)
|
|
Equity Incentive Plan Awards: Number of
Securities Underlying Unexercised Unearned Options
(#)
|
|
Option Exercise Price
($)
|
|
|
|
Number of Shares or Units of Stock That
Have Not Vested
(#)
|
|
|
Market Value of Shares or Units of Stock
That Have Not Vested
($)
|
|
Equity Incentive Plan Awards: Number of
Unearned Shares, Units or Other Rights That Have Not Vested
(#)
(1)
|
|
|
Equity Incentive Plan Awards: Market or
Payout Value of Unearned Shares, Units Or Other Rights That Have
Not Vested
($)
|
Gino M.
Pereira
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
|
|
58,140
|
|
$
|
203,490
|
David
Tunnell
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
|
|
46,512
|
|
$
|
162,792
|
Vincent S.
Miceli
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
|
|
40,698
|
|
$
|
142,443
|
Equity Compensation Plan
Information as of December 31, 2017
|
|
Number of Securities to Be Issued upon Exercise of
Outstanding Options
|
|
Weighted Average Exercise Price of Outstanding
Options
|
|
Number of Securities Remaining Available for Future
Issuance under the Plan
(3)
|
|
|
(a)
|
|
|
(b)
|
|
(c)
|
|
|
|
|
|
|
|
|
Equity compensation plan approved by security
holders
(1)
|
|
—
|
|
$
|
—
|
|
686,037
|
Equity compensation plan approved by security
holders
(2)
|
|
—
|
|
|
—
|
|
1,500,000
|
Equity compensation plans not approved by
security holders
|
|
—
|
|
|
—
|
|
—
|
Total
|
|
—
|
|
$
|
—
|
|
2,186,037
|
16
CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS
Except as described below, during the past two fiscal years, there
have been no transactions, whether directly or indirectly, between
us and any of our officers, directors, beneficial owners of more
than 5% of our outstanding Common Stock or their family members
that exceeded the lesser of (i) $120,000 or (ii) one percent (1%)
of the average of our total assets at year end.
During the years ended December 31, 2017 and December 31, 2016, we
recognized revenue of $7,065,755 and $1,357,413, respectively, from
WorldVentures Holdings, LLC (“WVH”), a related party.
Dr. D’Almada-Remedios, a director of the Company, is the
Chief Executive Officer of Flye Inc., a payment technology company
owned by WVH. In addition, our accounts receivable, net balance at
December 31, 2017 and December 31, 2016 included $1,364,405 and
$621,724, respectively, due from WVH.
Stanley E. Washington, a former director of the Company from
October 2015 to July 2017 and our current Chief Revenue Officer and
President, Healthcare Division, is the Founder and Chief Executive
Officer of Pantheon Business Consulting (“PBC”). Mr.
Washington joined the Company’s advisory board effective July
5, 2017. PBC was engaged by the Company as a business consultant
pursuant to an engagement letter, dated October 5, 2015 (the
“Engagement Letter”). In connection with the Engagement
Letter, PBC will focus on (i) providing the Company with strategic
business partner development services to increase the
Company’s penetration with payment service providers and (ii)
increasing the Company’s competitive market position by
building a robust consumer platform focused on growth of the
Company’s MobileBio products. The term of PBC’s
engagement with the Company is from October 12, 2015 to November
11, 2016 with two (2) one (1)-year options to renew. PBC’s
engagement with the Company was renewed for one (1) year until
November 11, 2017. Pursuant to the Engagement Letter, the Company
agreed to pay PBC a retainer of $10,000 per month for the first two
(2) months and $8,000 per month thereafter. PBC was also entitled
to receive up to 15,500 shares of Common Stock, which the Company
agreed to register on Form S-8 or other applicable registration
form (the “Registration Statement”) filed with the SEC
within six (6) months from the date of the Engagement Letter, as
follows: (i) 8,000 shares of Common Stock on the effective date of
the Registration Statement; (ii) 2,500 shares of Common Stock upon
the per share trading price of the Common Stock equaling or
exceeding $15.00 per share for a period of any twenty (20) trading
days within any sixty (60)-day trading period on or before the
first anniversary of the effective date of the Registration
Statement; (iii) 2,500 shares of Common Stock upon the per share
trading price of the Common Stock equaling or exceeding $20.00 per
share for a period of any twenty (20) trading days within any sixty
(60)-day trading period on or before the first anniversary of the
effective date of the Registration Statement; and (iv) 2,500 shares
of Common Stock upon the per share trading price of the Common
Stock equaling or exceeding $25.00 per share for a period of any
twenty (20) trading days within any sixty (60)-day trading period
on or before the first anniversary of the effective date of the
Registration Statement. During the year ended December 31, 2017,
the Company paid PBC $96,000.
Our Audit Committee considers and approves or disapproves any
related person transaction as required by NASDAQ Stock Market
regulations. The Audit Committee only approves those related party
transactions that are on terms comparable to, or more beneficial to
us than, those that could be obtained in arm’s length
dealings with an unrelated third party.
17
SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s
directors and executive officers and persons who own more than ten
percent (10%) of the Common Stock to file with the SEC the initial
reports of ownership and reports of changes in ownership of Common
Stock. Officers, directors and greater than ten percent (10%)
stockholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.
Specific due dates for such reports have been established by the
SEC, and the Company is required to disclose in this Proxy
Statement any failure to file reports by such dates during fiscal
year 2017. During the fiscal year ended December 31, 2017, we
believe that all reports required to be filed by such persons
pursuant to Section 16(a) were filed on a timely basis, with the
exception of our officers, directors and greater than 10 percent
(10%) beneficial owners listed in the table below:
|
|
|
|
|
Gino M. Pereira
|
|
4
|
|
One transaction was not reported on a timely
basis (upon the acquisition of shares of Common Stock)
|
David Tunnell
|
|
4
|
|
Twelve transactions were not reported on a
timely basis (upon the disposal of shares of Common
Stock)
|
John Bendheim
|
|
3
|
|
One transaction was not reported on a timely
basis (upon the appointment as director of the Company)
|
Robin D. Richards
|
|
3
|
|
One transaction was not reported on a timely
basis (upon the appointment as director of the Company)
|
18
AUDIT COMMITTEE
REPORT
The following Report
of the Audit Committee (the “Audit Report”) does not
constitute soliciting material and should not be deemed filed or
incorporated by reference into any other Company filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended, except to the extent the Company specifically
incorporates this Report by reference therein.
Role of the Audit
Committee
The Audit Committee’s primary responsibilities fall into
three (3) broad categories:
First, the Audit Committee is charged with monitoring the
preparation of quarterly and annual financial reports by the
Company’s management, including discussions with management
and the Company’s outside auditors about draft annual
financial statements and key accounting and reporting matters;
Second, the Audit Committee is responsible for matters concerning
the relationship between the Company and its outside auditors,
including recommending their appointment or removal; reviewing the
scope of their audit services and related fees, as well as any
other services being provided to the Company; and determining
whether the outside auditors are independent (based in part on the
annual letter provided to the Company pursuant to Independence
Standards Board Standard No. 1); and
Third, the Audit Committee reviews financial reporting, policies,
procedures, and internal controls of the Company.
The Audit Committee has implemented procedures to ensure that
during the course of each fiscal year it devotes the attention that
it deems necessary or appropriate to each of the matters assigned
to it under the Audit Committee’s charter. In overseeing the
preparation of the Company’s financial statements, the Audit
Committee met with management and the Company’s outside
auditors, including meetings with the Company’s outside
auditors without management present, to review and discuss all
financial statements prior to their issuance and to discuss
significant accounting issues. Management advised the Audit
Committee that all financial statements were prepared in accordance
with generally accepted accounting principles, and the Audit
Committee discussed the statements with both management and the
outside auditors. The Audit Committee’s review included
discussion with the outside auditors of matters required to be
discussed pursuant to Statement on Auditing Standards No. 61
(Communication with Audit Committees).
With respect to the Company’s outside auditors, the Audit
Committee, among other things, discussed with Marcum LLP matters
relating to its independence, including the disclosures made to the
Audit Committee as required by the Independence Standards Board
Standard No. 1 (Independence Discussions with Audit
Committees).
Recommendations of
the Audit Committee.
In reliance on the reviews and
discussions referred to above, the Audit Committee recommended to
the Board of Directors that the Board of Directors approve the
inclusion of the Company’s audited financial statements in
the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2017 for filing with the Securities and Exchange
Commission.
This Audit Report has
been furnished by the Audit Committee of the Board of
Directors.
Daniel P. Sharkey, Chairman
David R. Gust
John Bendheim
19
RATIFICATION OF
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
(Proposal No. 2)
Marcum LLP (“Marcum”) has served as our independent
registered public accounting firm since April 21, 2016 and has been
appointed by the Audit Committee of the Board to continue as our
independent registered public accounting firm for the fiscal year
ending December 31, 2018.
At the Annual Meeting, the stockholders will vote on a proposal to
ratify this selection of an independent registered public
accounting firm. If this ratification is not approved by the
affirmative vote of a majority of the shares present at the Annual
Meeting, in person or by proxy, and voting on the matter, the Board
will reconsider its selection of an independent registered public
accounting firm.
Marcum has no interest, financial or otherwise, in our Company. We
do not currently expect a representative of Marcum to physically
attend the Annual Meeting, however, it is anticipated that a Marcum
representative will be available to participate in the Annual
Meeting via telephone in the event he or she wishes to make a
statement, or in order to respond to appropriate questions.
|
|
For
the Year Ended December 31,
|
|
|
|
|
|
Audit fees
(1)
|
|
$
|
156,000
|
|
$
|
133,000
|
Audit-related fees
|
|
|
—
|
|
|
—
|
Tax fees
|
|
|
—
|
|
|
—
|
All other fees
|
|
|
—
|
|
|
—
|
Total fees
|
|
$
|
156,000
|
|
$
|
133,000
|
Policy on Audit
Committee Pre-Approval of Audit and Permissible Non-Audit Services
of Independent Registered Public Accountant
Our Audit Committee pre-approves all audit and non-audit services
provided by the independent registered public accounting firm prior
to the engagement of such firm with respect to such services. The
Chairman of the Audit Committee has been delegated the authority by
such committee to pre-approve interim services by the independent
registered public accounting firm other than the annual audit. The
Chairman of the Audit Committee must report all such pre-approvals
to the entire Audit Committee at the next committee meeting.
Vote Required and
Recommendation
Delaware law and our Bylaws provide that, on all matters (other
than the election of directors and except to the extent otherwise
required by our Certificate of Incorporation, or applicable
Delaware law), the affirmative vote of a majority of the shares
present, in person or by proxy, and voting on the matter, will be
required for approval. Accordingly, the affirmative vote of a
majority of the shares present at the Annual Meeting, in person or
by proxy, and voting on the matter, will be required to ratify the
Board’s selection of Marcum as our independent registered
public accountants for the fiscal year ending December 31,
2018.
At the Annual Meeting a
vote will be taken on a proposal to ratify the selection of Marcum
LLP as our independent registered public accountants for the fiscal
year ending December 31, 2018.
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION
OF THE SELECTION OF MARCUM LLP AS THE COMPANY’S INDEPENDENT
REGISTERED
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31,
2018.
20
APPROVAL OF THE ISSUANCE
OF COMMON STOCK UPON CONVERSION OF THE SERIES C PREFERRED STOCK,
ISSUED IN CONNECTION WITH OUR MERGER WITH FIT PAY, INC., IN AN
AMOUNT EQUAL TO 20% OR MORE OF THE COMPANY’S OUTSTANDING
COMMON STOCK
(Proposal No. 3)
Summary
The purpose of Proposal No. 3 is to obtain the stockholder approval
required under NASDAQ Marketplace Rule 5635(a)(1) (“NASDAQ
Rule 5635(a)(1)”) to permit the Company to issue Common Stock
upon conversion of the Series C Preferred Stock, which was issued
to Fit Pay Inc. (“Fit Pay”) in connection with the
Merger (as defined below) in May 2017, in an amount equal to 20% or
more of the Company’s outstanding Common Stock.
Background
On May 23, 2017, we completed a merger (the “Merger”)
with Fit Pay, pursuant to a Merger Agreement by and among the
Company, Fit Merger Sub, Inc., a wholly-owned subsidiary of the
Company (the “Merger Sub”), Fit Pay, Michael J. Orlando
(“Orlando”), Giesecke & Devrient Mobile Security
America, Inc. (“G&D”), the other stockholders of
Fit Pay (the “Other Holders”) and Michael J. Orlando in
his capacity as stockholder representative representing the Other
Holders (the “Stockholder Representative”, and together
with Orlando and G&D, the “Sellers”).
Pursuant to the Merger, Fit Pay merged with and into the Merger
Sub, with the Merger Sub continuing as the surviving entity and a
wholly owned subsidiary of the Company. The aggregate purchase
price paid by the Company for Fit Pay was: (i) 19.96% of the
outstanding shares of Common Stock; (ii) 2,000 shares of the Series
C Preferred Stock; (iii) the payment of certain debts by the
Company; and (iv) the payment of certain unpaid transaction
expenses by the Company. In addition, the Company will be required
to pay the Sellers an earnout payment equal to 12.5% of the gross
revenue derived from Fit Pay’s technology for sixteen (16)
fiscal quarters commencing on October 1, 2017 and ending on
December 31, 2021. The Company also assumed various promissory
notes issued by Fit Pay to Orlando. Following the Merger, all of
the preferred and common stock of Fit Pay was transferred to the
Company.
The shares of Series C Preferred Stock are not currently
convertible into or exchangeable for any other property or
securities of the Company. In the event that the Certificate of
Designations, Preferences and Rights (the “Certificate of
Designations”) with respect to the Series C Preferred Stock
is amended to make the Series C Preferred Stock convertible, then
the Series C Preferred Stock shall not be convertible into Common
Stock unless, in accordance with NASDAQ Rule 5635(a)(1), the
Company receives stockholder approval to allow for such conversion
into Common Stock.
Reasons for Stockholder
Approval
Our Common Stock is listed on the NASDAQ Capital Market, and as
such, we are subject to the Marketplace Rules of the NASDAQ Stock
Market. NASDAQ Rule 5635(a)(1) requires stockholder approval prior
to the issuance of securities not involving a public offering for
cash, in connection with an acquisition of the stock or assets of
another company, including the issuance of securities convertible
into or exercisable for common stock, where (a) the common stock
has or will have upon issuance voting power equal to or in excess
of 20% of the voting power outstanding before the issuance of the
stock or securities convertible or exercisable for common stock or
(b) the number of shares of common stock to be issued is or will be
equal to or in excess of 20% of the number of shares of common
stock outstanding before the issuance of the stock or
securities.
We are, therefore, required to obtain stockholder approval under
NASDAQ Rule 5635(a)(1) for the issuance of Common Stock upon
conversion of the Series C Preferred Stock in the event that the
Certificate of Designations with respect to the Series C Preferred
Stock is amended to make the Series C Preferred Stock
convertible.
Voting Exclusion
Statement
We will disregard any votes cast on Proposal No. 3 by the holders
of Series C Preferred Stock, with respect to their shares of Series
C Preferred Stock, given their interest in the Series C Preferred
Stock.
21
Vote Required and
Recommendation
Delaware law and our Bylaws provide that, on all matters (other
than the election of directors and except to the extent otherwise
required by our Certificate of Incorporation, as amended or
applicable Delaware law), the affirmative vote of a majority of the
shares present, in person or by proxy, and voting on the matter,
will be required for approval. Accordingly, the affirmative vote of
a majority of the shares present at the Annual Meeting, in person
or by proxy, and voting on the matter, will be required to approve
the issuance of Common Stock upon conversion of the Series C
Preferred Stock, issued to Fit Pay in connection with the merger,
in an amount equal to 20% or more of our outstanding Common Stock
in accordance with NASDAQ Rule 5635(a)(1).
At the Annual Meeting a
vote will be taken on a proposal to approve the issuance of Common
Stock upon conversion of the Series C Preferred Stock, issued to
Fit Pay in connection with the Merger, in an amount equal to 20% or
more of our outstanding Common Stock in accordance with NASDAQ Rule
5635(a)(1).
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE TO APPROVE THE
ISSUANCE OF COMMON STOCK
UPON CONVERSION OF THE SERIES C PREFERRED STOCK, ISSUED TO FIT PAY
IN CONNECTION WITH THE MERGER, IN AN AMOUNT EQUAL TO 20% OR MORE OF
OUR OUTSTANDING COMMON STOCK.
22
FUTURE STOCKHOLDER
PROPOSALS
The Board has not yet determined the date on which the next Annual
Meeting of Stockholders will be held. Stockholders may submit
proposals on matters appropriate for stockholder action at annual
meetings in accordance with the rules and regulations adopted by
the SEC. Any proposal which an eligible stockholder desires to have
included in our proxy statement and presented at the next Annual
Meeting of Stockholders will be included in our proxy statement and
related proxy card if it is received by us a reasonable time before
we begin to print and send our proxy materials and if it complies
with SEC rules regarding inclusion of proposals in proxy
statements. In order to avoid controversy as to the date on which
we receive a proposal, it is suggested that any stockholder who
wishes to submit a proposal submit such proposal by certified mail,
return receipt requested.
Other deadlines apply to the submission of stockholder proposals
for the next Annual Meeting of Stockholders that are not required
to be included in our proxy statement under SEC rules. With respect
to these stockholder proposals for the next Annual Meeting of
Stockholders, a stockholder’s notice must be received by us a
reasonable time before we begin to print and send our proxy
materials. The form of proxy distributed by the Board for such
meeting will confer discretionary authority to vote on any such
proposal not received by such date. If any such proposal is
received by such date, the proxy statement for the meeting will
provide advice on the nature of the matter and how we intend to
exercise our discretion to vote on each such matter if it is
presented at that meeting.
EXPENSES AND
SOLICITATION
We will bear the costs of printing and mailing proxies. In addition
to soliciting stockholders by mail or through our regular
employees, we may request banks, brokers and other custodians,
nominees and fiduciaries to solicit their customers who have shares
of our Common Stock registered in the name of a nominee and, if so,
will reimburse such banks, brokers and other custodians, nominees
and fiduciaries for their reasonable out-of-pocket costs.
Solicitation by our officers and employees may also be made of some
stockholders following the original solicitation.
OTHER
BUSINESS
The Board knows of no other items that are likely to be brought
before the Annual Meeting except those that are set forth in the
foregoing Notice of Annual Meeting of Stockholders. If any other
matters properly come before the Annual Meeting, the persons
designated on the enclosed proxy will vote in accordance with their
judgment on such matters.
ADDITIONAL
INFORMATION
We are subject to the information and reporting requirements of the
Exchange Act, and in accordance therewith, we file periodic
reports, documents and other information with the SEC relating to
our business, financial statements and other matters. Such reports
and other information may be inspected and are available for
copying at the offices of the SEC, 100 F Street, N.E., Washington,
D.C. 20549 or may be accessed at
www.sec.gov
.
Information regarding the operation of the public reference rooms
may be obtained by calling the SEC at 1-800-SEC-0330. You are
encouraged to review our Annual Report on Form 10-K, together with
any subsequent information we filed or will file with the SEC and
other publicly available information. A copy of any public filing
is also available, at no charge, by contacting our legal counsel,
Robinson Brog Leinwand Greene Genovese & Gluck P.C., Attn:
David E. Danovitch, Esq. at (212) 603-6300.
*************
It is important that the proxies be returned promptly and that your
shares of Common Stock and/or Series C Preferred Stock be
represented. Stockholders are urged to mark, date, execute, and
promptly return the accompanying proxy card.
July 5, 2018
|
|
By Order of the Board of Directors,
|
|
|
|
|
|
/s/ Gino M. Pereira
|
|
|
Gino M. Pereira
|
|
|
Chairman and Chief Executive Officer
|
23
Appendix A
Nxt-ID, Inc.
AUDIT COMMITTEE
CHARTER
Role
The Audit Committee of the Board of Directors assists the Board of
Directors in fulfilling its responsibility for oversight of the
quality and integrity of the accounting, auditing, and reporting
practices of the Company, and such other duties as directed by the
Board. The Committee’s purpose is to oversee the accounting
and financial reporting processes of the Company, the audits of the
Company’s financial statements, the qualifications of the
public accounting firm engaged as the Company’s independent
auditor to prepare or issue an audit report on the financial
statements of the Company as well as the independence of such firm,
and the performance of the Company’s internal and independent
auditors. The Committee’s role includes a particular focus on
the qualitative aspects of financial reporting to shareholders, the
Company’s processes to manage business and financial risk,
and compliance with significant applicable legal, ethical, and
regulatory requirements. The Committee is directly responsible for
the appointment, compensation, retention and oversight of the
independent auditor.
Membership
The membership of the Committee shall consist of at least three
directors, all of whom shall be determined by the Board to be
“independent” under the Nasdaq Marketplace Rules and
Rule 10A-3(b)(1) of the Securities Exchange Act of 1934 as amended
(the “Exchange Act”); provided that one director, who
is not independent under the Nasdaq Marketplace Rules applicable to
audit committee members, meets the criteria set forth in Section
10A(
m)(3)
under the Securities
Exchange Act of 1934, as amended, and is not currently an executive
officer, employee or family member of an executive officer, may be
appointed to the Committee if the Board, under exceptional and
limited circumstances, determines that such individual’s
membership on the Committee is required by the best interests of
the Company and its shareholders. If the Company relies on this
exemption, it must include some additional disclosure in the proxy
statement for the next annual meeting subsequent to such
determination. A member appointed under this exception may not
serve longer than two years and may not serve as chairperson of the
Committee. Each member shall in the judgment of the Board have the
ability to read and understand fundamental financial statements. At
least one member of the Committee shall in the judgment of the
Board be an “audit committee financial expert” as
defined by the rules and regulations promulgated by the SEC (the
“SEC Rules”), and at least one member (who may also
serve as the audit committee financial expert) shall in the
judgment of the Board meet the financial sophistication standard
required by the Nasdaq Marketplace Rules. The Board appoints the
members of the Committee and the chairperson. The Board may remove
any member from the Committee at any time with or without
cause.
Operations
The Committee shall meet at least four times a year. Additional
meetings may occur as the Committee or its chair deems advisable.
The Committee will cause to be kept adequate minutes of all its
proceedings, and will report on its actions and activities at the
next quarterly meeting of the Board. Committee members will be
furnished with copies of the minutes of each meeting and any action
taken by unanimous consent. The Committee is governed by the same
rules regarding meetings (including meetings by conference
telephone or similar communications equipment), action without
meetings, notice, waiver of notice, and quorum and voting
requirements as are applicable to the Board. The Committee is
authorized and empowered to adopt its own rules of procedure not
inconsistent with (a) any provision of this Charter, (b) any
provision of the Bylaws of the Company, or (c) the laws of the
state of Delaware.
Communications
The independent auditor reports directly to the Committee. The
Committee is expected to maintain free and open communication with
the independent auditor, the internal auditors, and management.
This communication will include periodic private executive sessions
with each of these parties.
A-1
Education
The Company is responsible for providing new members with
appropriate orientation briefings and educational opportunities,
and the full Committee with educational resources related to
accounting principles and procedures, current accounting topics
pertinent to the Company and other material as may be requested by
the Committee. The Company will assist the Committee in maintaining
appropriate financial literacy.
Authority
The Committee will have the resources and authority necessary to
discharge its duties and responsibilities. The Committee has sole
authority to appoint, retain and terminate independent counsel,
outside financial experts or other advisors, as it deems
appropriate, including sole authority to approve the firms’
fees and other retention terms, and to oversee the work of such
independent counsel, outside financial experts or other advisors.
The Committee will also maintain the authority to receive and
respond to complaints regarding accounting, internal accounting
controls, or auditing matters. The Committee will be provided with
appropriate funding by the Company, as the Committee determines,
for the payment of compensation to the Company’s independent
auditor and other advisors as it deems appropriate, and ordinary
administrative expenses of the Committee that are necessary or
appropriate in carrying out its duties. In discharging its
oversight role, the Committee is empowered to investigate any
matter brought to its attention. Any communications between the
Committee and legal counsel in the course of obtaining legal advice
will be considered privileged communications of the Company, and
the Committee will take all necessary steps to preserve the
privileged nature of those communications.
The Committee may form and delegate authority to subcommittees,
composed of one or more of its independent members, and may
delegate authority to one or more designated independent members of
the Committee.
Related Party
Transactions
Pursuant to Nasdaq Listing Rule 5630, the Committee shall review
and approve policies and procedures regarding any transaction
between the Company and its officers, directors, affiliates of
officers and directors, or other related parties (a “Related
Party Transaction”) for which disclosure in the
Company’s filings with the SEC is required pursuant to Item
404 of Regulation S-K. The Committee shall consider the facts and
circumstances regarding such transactions, including, but not
limited to, amounts involved, the relationship of the related
person (and those persons identified in the instructions to Item
404(a) of Regulation S-K) with the Company, and terms that would be
available in a similar transaction with an unaffiliated
third-party. The Audit Committee shall also consider its fiduciary
duties, the Company’s obligations under applicable securities
laws (including disclosure obligations and director independence
rules), and any other applicable law in evaluating a Related Party
Transaction. The Audit Committee shall then report its
determination regarding such transactions to the full Board of
Directors at its next regularly scheduled meeting.
Responsibilities
The Committee’s specific responsibilities in carrying out its
oversight role are delineated below. The responsibilities will be
updated annually to reflect changes in regulatory requirements,
authoritative guidance, evolving oversight practices, and the
results of the Company’s annual review of the Audit Committee
Charter.
The Committee relies on the
expertise and knowledge of management, the internal auditors and
the independent auditor in carrying out its oversight
responsibilities. Management of the Company is responsible for
determining the Company’s financial statements are complete,
accurate and in accordance with generally accepted accounting
principles. The independent auditor is responsible for auditing the
Company’s financial statements. It is not the duty of the
Committee to plan or conduct audits, to determine that the
financial statements are complete and accurate and in accordance
with generally accepted accounting principles, to conduct
investigations, or to assure compliance with laws and regulations
or the Company’s standards of business conduct, codes of
ethics, internal policies, procedures and controls.
1.
The
agenda for Committee meetings will be prepared in consultation
between the Committee chair (with input from the Committee
members), Finance management, and the independent auditor.
2.
The
Committee will review and update the Audit Committee Charter and
Responsibilities Calendar annually.
A-2
3.
The
Committee will complete an annual evaluation of the
Committee’s performance.
4.
The
Committee will provide a report in the annual proxy that includes
the Committee’s review and discussion of matters with
management and the independent auditor.
5.
The
Company will include a copy of the Committee charter as an appendix
to the proxy statement at least once every three years.
6.
The
Committee will appoint or replace the independent auditor and
determine the terms on which the independent auditor is engaged for
the ensuing fiscal year and, at least annually, evaluate the
independent auditor’s qualifications, performance, and
independence, including that of the lead partner. The evaluation
will include obtaining a written report from the independent
auditor describing: the firm’s internal quality control
procedures and any material issues raised by the most recent
internal quality control review, or peer review, of the firm or by
any inquiry or investigation by governmental or professional
authorities within the past five years, concerning an independent
audit or audits carried out by the firm, and on any steps taken to
deal with those issues; and all relationships between the
independent auditor and the Company.
7.
The
Committee will resolve any disagreements between management and the
independent auditor about financial reporting.
8.
The
Committee will establish and oversee a policy designating
permissible services that the independent auditor may perform for
the Company, providing that the Committee must pre-approve all
auditing services and non-audit services (other than
“prohibited non-audit services”) to be provided to the
Company by its independent auditor. The Committee may delegate
authority to one or more independent members to grant pre-approvals
of audit and permitted non-audit services; provided that any such
pre-approvals shall be presented to the full Committee at its next
scheduled meetings.
The following shall be “prohibited non-audit services”:
(i) bookkeeping or other services related to the accounting records
or financial statements of the Company; (ii) financial information
systems design and implementations; (iii) appraisal or valuation
services, providing fairness opinions or preparing
contribution-in-kind reports; (iv) actuarial services; (v) internal
audit outsourcing services; (vi) management functions or human
resources; (vii) broker or dealer, investment adviser or investment
banking services; (viii) legal services and expert services
unrelated to the audit; and (ix) any other service that the Public
Company Accounting Oversight Board (the “PCAOB”)
prohibits through regulation.
Notwithstanding the foregoing, pre-approval is not necessary for
minor non-audit services if: (i) the aggregate amount of all such
non-audit services provided to the Company constitutes not more
than five percent of the total amount of revenues paid by the
Company to its registered public accounting firm during the fiscal
year in which the non-audit services are provided; (ii) such
services were not recognized by the Company at the time of the
engagement to be non-audit services; and (iii) such services are
promptly brought to the attention of the Committee and approved
prior to the completion of the audit by the Committee or by one or
more members of the Committee who are members of the Board to whom
authority to grant such approvals has been delegated by the
Committee.
9.
The
Committee will review the responsibilities, functions and
performance of the Company’s internal audit department.
10.
The Committee
will ensure receipt from the independent auditor of a formal
written statement delineating all relationships between the auditor
and the company, consistent with Independence Standards Board
Standard No. 1, and actively engage in a dialogue with the auditor
about any disclosed relationships or services that may impact the
objectivity and independence of the auditor, and take appropriate
action to oversee the independence of the independent auditor.
11.
The Committee
will advise the Board as to whether the Committee consists of three
or more members, all of whom are financially literate, including at
least one member who has financial sophistication and is a
financial expert.
A-3
12.
The Committee
will inquire of the Finance management, and the independent
auditor, about significant risks or exposures; review the
Company’s policies for risk assessment and risk management;
and assess the steps management has taken to control such risk to
the Company.
13.
The Committee
will review with the independent auditor and Finance management the
audit scope and plan and coordinate audit efforts to ensure
completeness of coverage, reduction of redundant efforts, effective
use of audit resources, and the use of independent public
accountants other than the appointed auditors of the Company.
14.
The Committee
will consider and review with Finance management and the
independent auditor:
a.
The
Company’s annual assessment of the effectiveness of its
internal controls and the independent auditor’s attestation;
and
b.
The
adequacy of the Company’s internal controls including
computerized information system controls and security; and
c.
Any
related significant findings and recommendations of the independent
auditor and internal audit together with management’s
responses; and
d.
The
adequacy of disclosures about changes in internal control over
financial reporting.
15.
The Committee
will review with Finance management any significant changes to GAAP
and/or MAP policies or standards.
16.
The Committee
will review with Finance management and the independent auditor at
the completion of the annual audit:
a.
The
Company’s annual financial statements and related footnotes;
and
b.
The
independent auditor’s audit of the financial statement and
its report thereon; and
c.
Any
significant changes required in the independent auditor’s
audit plan; and
d.
Any
serious difficulties or disputes with management encountered during
the course of audit and management’s response; and
e.
Other matters related to the conduct of the audit which are to be
communicated to the Committee under generally accepted auditing
standards.
17.
The Committee
will review with Finance management and the independent auditor, at
least annually, the Company’s critical accounting
policies.
18.
The Committee
will consider and review with Finance management:
a.
Significant findings during the year and management’s
responses; and
b.
Any
difficulties encountered in the course of their audits, including
any restrictions on the scope of their work or access to required
information; and
c.
Any
changes required in planned scope of their audit plan.
19.
The Committee
will participate in a telephonic meeting among Finance management
and the independent auditor before each earnings release to discuss
the earnings release, financial information and earnings
guidance.
20.
The Committee
will review and discuss with Finance management and the independent
auditor the Company’s quarterly financial statements.
21.
The Committee
will review the periodic reports of the Company with Finance
management and the independent auditor prior to filing of the
reports with the SEC, including the disclosures under
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations”.
A-4
22.
In connection
with each periodic report of the Company, the Committee will
review:
a.
Management’s disclosure to the Committee and the independent
auditor under Section 302 of the Sarbanes-Oxley Act, including
identified changes in internal control over financial reporting;
and
b.
The
contents of the Chief Executive Officer and the Chief Financial
Officer certificates to be filed under Section 302 and 906 of the
Sarbanes-Oxley Act.
23.
The Committee
will monitor the appropriate standards adopted as a code of conduct
for the Company.
24.
The Committee
will review with the applicable officer of the Company legal and
regulatory matters that may have a material impact on the financial
statements, related Company compliance policies, and programs and
reports received from regulators.
25.
The Committee
will develop, review and oversee procedures for (i) receipt,
retention and treatment of complaints received by the Company
regarding accounting, internal accounting controls and auditing
matters, and (ii) the confidential, anonymous submission of
employee concerns regarding accounting or auditing matters. The
procedures established pursuant to this paragraph should also be
made available for use by persons making reports under the
Company’s Code of Conduct or Whistleblower Policy.
26.
The Committee
will meet with the independent auditor in executive session to
discuss any matters the Committee or the independent auditor
believes should be discussed privately with the Audit
Committee.
27.
The Committee
will meet with Finance management in executive sessions to discuss
any matters the Committee or Finance management believes should be
discussed privately with the Audit Committee.
28.
The Committee
will set clear hiring policies for the Company’s hiring of
employees or former employees of the independent auditor who were
engaged in the Company’s account, and ensure the policies
comply with any regulations applicable to the Company.
The Committee will ensure that these policies, as enforced,
prohibit any independent auditor from providing audit services to
the Company if the CEO, controller, CFO, chief accounting officer
or any person serving in an equivalent capacity for the Company was
employed by the independent auditor and participated in any
capacity in the audit of the Company during the one-year period
preceding the date of the initiation of the audit.
29.
The Committee
will discuss with the independent auditor the matters required to
be discussed by the applicable auditing standards adopted by the
PCAOB and approved by the SEC from time to time.
30.
The Committee
will inform each independent auditor engaged for the purpose of
preparing or issuing an audit report or performing other audit,
review or related services for the Company, that such firm must
report directly to the Committee.
31.
The Committee
will evaluate the rotation of the audit partners on the audit
engagement team of the independent auditors as required by law.
32.
The Committee
will obtain from the independent auditor assurance that Section
10A(b) of the Exchange Act has not been implicated.
A-5
Appendix B
Nxt-ID, Inc.
COMPENSATION COMMITTEE
CHARTER
Role
The Compensation Committee’s role is to discharge the
Board’s responsibilities relating to compensation of the
Company’s executives, to produce an annual report on
executive compensation for inclusion in the Company’s proxy
statement, and to oversee and advise the Board on the adoption of
policies that govern the Company’s compensation programs,
including stock and benefit plans.
Membership
The membership of the Committee consists of at least three
directors, all of whom shall, (a) be determined by the Board to be
“independent” under the applicable Nasdaq Marketplace
Rules, (b) be a “non-employee director” within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934,
and (c) be an “outside director” within the meaning of
Section 162(m) of the Internal Revenue Code. The Board appoints the
members of the Committee and the chairperson. The Board may remove
any member from the Committee at any time with or without
cause.
Operations
The Committee shall meet at least once a year. Additional meetings
may occur as the Committee or its chair deems advisable. The
Committee will cause to be kept adequate minutes of all its
proceedings, and will report on its actions and activities at the
next quarterly meeting of the Board. Committee members will be
furnished with copies of the minutes of each meeting and any action
taken by unanimous consent. The Committee is governed by the same
rules regarding meetings (including meetings by conference
telephone or similar communications equipment), action without
meetings, notice, waiver of notice, and quorum and voting
requirements as are applicable to the Board. The Committee is
authorized to adopt its own rules of procedure not inconsistent
with (a) any provision of this Charter, (b) any provision of the
Bylaws of the Company, or (c) the laws of the state of
Delaware.
Authority
The Committee will have the resources and authority necessary to
discharge its duties and responsibilities. The Committee has sole
authority to retain and terminate compensation consultants retained
to assist the Committee in determining the compensation of the
Chief Executive Officer or senior executive officers, or other
similar experts or consultants, as it deems appropriate, including
sole authority to oversee the work of such experts or consultants
and to approve the firms’ fees and other retention terms. Any
communications between the Committee and legal counsel in the
course of obtaining legal advice will be considered privileged
communications of the Company and the Committee will take all
necessary steps to preserve the privileged nature of those
communications.
Subject to an election by the Company to rely on the exemption
available to Smaller Reporting Companies, the Committee shall
undertake an independence assessment prior to selecting any
compensation consultant, legal counsel, or other advisors that will
provide advice to the Committee as may be required by the Nasdaq
Marketplace Rules from time to time. It is expected that the
Committee shall evaluate, on at least an annual basis, whether any
work provided by the Committee’s compensation consultant
raised any conflicts of interest. Finally, it is expected that the
Committee shall preapprove any services to be provided to the
Company or its subsidiaries by any of the Committee’s
compensation consultants.
The Committee may form and delegate authority to subcommittees and
may delegate authority to one or more designated members of the
Committee.
B-1
Responsibilities
Subject to the provisions of any applicable Nxt-ID, Inc. corporate
governance policies, the principal responsibilities and functions
of the Compensation Committee are as follows:
1.
Review the competitiveness of the Company’s executive
compensation programs to ensure (a) the attraction and retention of
corporate officers, (b) the motivation of corporate officers to
achieve the Company’s business objectives, and (c) the
alignment of the interests of key leadership with the long-term
interests of the Company’s shareholders.
2.
Review trends in management compensation, oversee the development
of new compensation plans, and, when necessary, approve the
revision of existing plans.
3.
Review and approve the compensation structure for corporate
officers at the level of corporate vice president and above.
4.
Oversee an evaluation of the performance of the Company’s
executive officers and approve the annual compensation, including
salary, bonus, incentive and equity compensation, for the executive
officers.
5.
Review and approve CEO goals and objectives, evaluate CEO
performance in light of these corporate objectives, and set CEO
compensation consistent with company philosophy. The CEO may not be
present during deliberations or voting concerning the CEO’s
compensation. The CEO will be reviewed by the Chairman of the
Board. The results of the annual CEO evaluation will be considered
in setting CEO salary and other compensation.
6.
Review and approve compensation packages for new corporate officers
and termination packages for corporate officers as requested by
management.
7.
Review and discuss with the Board and senior officers plans for
officer development and corporate succession plans for the CEO and
other senior officers.
8.
Review and make recommendations concerning long-term incentive
compensation plans, including the use of equity-based plans. Except
as otherwise delegated by the Board, the Committee will act on
behalf of the Board as the “Committee” established to
administer equity-based and employee benefit plans, and as such
will discharge any responsibilities imposed on the Committee under
those plans, including making and authorizing grants, in accordance
with the terms of those plans.
9.
Review periodic reports from management on matters relating to the
Company’s personnel appointments and practices.
10.
At least annually, review and make recommendations about changes to
the charter of the Committee.
11.
Obtain or perform an annual evaluation of the Committee’s
performance and make applicable recommendations.
12.
Discuss the results of the shareholder advisory vote on
“say-on-pay,” if any, with regard to the named
executive officers.
B-2
Appendix C
Nxt-ID, Inc.
CORPORATE GOVERNANCE AND
NOMINATION COMMITTEE CHARTER
Role
The Corporate Governance and Nomination Committee’s role is
to determine the slate of director nominees for election to the
Company’s Board of Directors, to identify and recommend
candidates to fill vacancies occurring between annual shareholder
meetings, to review, evaluate and recommend changes to the
Company’s corporate governance policies, and to review the
Company’s policies and programs that relate to matters of
corporate responsibility, including public issues of significance
to the Company and its stakeholders.
Membership
The membership of the Committee consists of at least two directors,
each of whom shall be determined by the Board to be independent
under the Nasdaq Marketplace Rules, provided that one director who
is not independent under the Nasdaq Marketplace Rules applicable to
nominations committee members and is not currently an executive
officer, employee or family member of an executive officer, may be
appointed to the Committee if the Board, under exceptional and
limited circumstances, determines that such individual’s
membership on the Committee is required by the best interests of
the Company and its shareholders. If the Company relies on this
exemption, it must include some additional disclosure in the proxy
statement for the next annual meeting subsequent to such
determination. A member appointed under this exception may not
serve longer than two years. The Board appoints the members of the
Committee and the chairperson. The Board may remove any member from
the Committee at any time with or without cause.
Operations
The Committee shall meet at least once a year. Additional meetings
may occur as the Committee or its chair deems advisable. The
Committee will cause to be kept adequate minutes of all its
proceedings, and will report on its actions and activities at the
next quarterly meeting of the Board (or within four months,
whichever occurs sooner). Committee members will be furnished with
copies of the minutes of each meeting and any action taken by
unanimous consent. The Committee is governed by the same rules
regarding meetings (including meetings by conference telephone or
similar communications equipment), action without meetings, notice,
waiver of notice, and quorum and voting requirements as are
applicable to the Board. The Committee is authorized and empowered
to adopt its own rules of procedure not inconsistent with (a) any
provision of this Charter, (b) any provision of the Bylaws of the
Company, or (c) the laws of the state of Delaware.
Authority
The Committee will have the resources and authority necessary to
discharge its duties and responsibilities. The Committee has sole
authority to retain and terminate any search firm used to identify
director candidates, or other similar experts or consultants, as it
deems appropriate, including sole authority to approve such
firms’ fees and other retention terms. Any communications
between the Committee and legal counsel in the course of obtaining
legal advice will be considered privileged communications of the
Company and the Committee will take all necessary steps to preserve
the privileged nature of those communications.
The Committee may form and delegate authority to subcommittees
composed of one or more of its independent members and may delegate
authority to one or more designated independent members of the
Committee.
C-1
Responsibilities
Subject to the provisions of the Nasdaq Marketplace Rules, the
principal responsibilities and functions of the Governance and
Nomination Committee are as follows:
1.
Annually evaluate and report to the Board on the performance and
effectiveness of the Board to facilitate the directors fulfilling
their responsibilities in a manner that serves the interests of
Nxt-ID, Inc’s shareholders.
2.
Annually present to the Board a list of individuals recommended for
nomination for election to the Board at the annual meeting of
shareholders.
3.
Present to the Board candidates for all directorships to be filled
by the Board.
4.
Consider questions of independence and possible conflicts of
interest of members of the Board of Directors and executive
officers.
5.
Before recommending an incumbent, replacement or additional
director, review his or her qualifications, including capability,
availability to serve, conflicts of interest, and other relevant
factors.
6.
Assist in identifying, interviewing and recruiting candidates for
the Board.
7.
Annually review the composition of each committee and present
recommendations for committee memberships to the Board as requested
by the Board.
8.
Periodically review the compensation paid to non-employee directors
for annual retainers (including Board and committee Chairs) and
meeting fees, if any, and make recommendations to the Board for any
adjustments. No member of the Committee will act to fix his or her
own compensation except for uniform compensation to directors for
their services as such.
9.
Develop and periodically review and recommend to the Board
appropriate revisions to the Company’s corporate governance
policies.
10.
Monitor compliance with the Company’s corporate governance
policies.
11.
Regularly review and make recommendations about changes to the
charter of the Governance and Nomination Committee.
12.
Regularly review and make recommendations about changes to the
charters of other Board committees after consultation with the
respective committee chairs.
13.
Obtain or perform an annual evaluation of the Committee’s
performance and make applicable recommendations.
C-2
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Election of Directors:
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EACH STOCKHOLDER IS
URGED TO COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ENCLOSED
PROXY.
Nxt-ID, INC.
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JULY 31, 2018
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
Revoking all prior proxies, the undersigned, a stockholder of
Nxt-ID, Inc. (the “Company”), hereby appoints Gino M.
Pereira as attorney-in-fact and agents of the undersigned, with
full power of substitution, to vote all of the shares of the
Company’s common stock, par value $0.0001 per share (the
“Common Stock”) and/or Series C Non-Convertible Voting
Preferred Stock, par value $0.0001 per share (the “Series C
Preferred Stock”), owned by the undersigned at the Annual
Meeting of Stockholders of the Company to be held on July 31, 2018,
at the Company’s office at 288 Christian Street, Hanger C
2
nd
Floor, Oxford, CT 06478, at 9:00 a.m. Eastern Time, and at any
adjournment thereof, as fully and effectively as the undersigned
could do if personally present and voting, hereby approving,
ratifying, and confirming all that said attorney and agent or his
substitute may lawfully do in place of the undersigned as indicated
on the reverse.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF
NO DIRECTION IS MADE, THE PROXY SHALL BE VOTED
FOR
THE
ELECTION OF THE LISTED NOMINEES AS DIRECTORS,
FOR
THE
RATIFICATION OF MARCUM LLP AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2018, AND
FOR
THE APPROVAL
OF THE ISSUANCE OF COMMON STOCK UPON CONVERSION OF THE SERIES C
PREFERRED STOCK, ISSUED IN CONNECTION WITH OUR MERGER WITH FIT PAY,
INC., IN AN AMOUNT EQUAL TO 20% OR MORE OF THE COMPANY’S
OUTSTANDING COMMON STOCK.
PLEASE CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING OF
STOCKHOLDERS ON JULY 31, 2018 AT 9:00 A.M. (EASTERN TIME) AT THE
COMPANY’S OFFICE AT 288 CHRISTIAN STREET, HANGER C
2
ND
FLOOR, OXFORD, CT 06478
¨
To change the address on your account, please check the box at
right and indicate your new address in the space above.
¨
(Continued and to be
signed on Reverse Side)