Additional Proxy Soliciting Materials (definitive) (defa14a)
September 27 2018 - 5:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy
Statement
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Confidential, For
Use of the Commission Only (As Permitted by Rule
14a-6(e)(2))
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Definitive Proxy
Statement
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Definitive
Additional Materials
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Soliciting
Material under Rule 14a-12
Growlife, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee
required
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which transaction
applies:
(3) 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):
(4) Proposed maximum aggregate value of
transaction:
(5) 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement
No.:
(3) Filing Party:
(4) Date Filed:
GROWLIFE, INC.
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CONTROL ID:
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REQUEST ID:
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IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS
for the Annual Meeting of
Stockholders
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DATE:
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December 6, 2018
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TIME:
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12:00 p.m. local time
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LOCATION:
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5400 Carillon Point, Kirkland, WA 98033
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HOW TO REQUEST PAPER COPIES OF OUR MATERIALS
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PHONE:
Call toll free
1-866-752-8683
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FAX:
Send this card to
202-521-3464
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INTERNET:
https://www.iproxydirect.com/PHOT
and follow the on-screen
instructions.
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EMAIL:
proxy@iproxydirect.com
Include your Control ID in your
email.
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This communication represents a notice
to access a more complete set of proxy materials available to you
on the Internet. We encourage you to access and review all of the
important information contained in the proxy materials before
voting. The proxy statement is available at:
https://w
ww.iproxydirect.com/PHOT
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If you want to receive a paper copy of the proxy materials you must
request one. There is no charge to you for requesting a copy. To
facilitate timely delivery please make the request, as instructed
above, before November 26, 2018.
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you may enter your voting instructions
at
https://www.iproxydirect.com/PHOT
until
11:59 pm eastern time December 5, 2018.
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The purposes of this meeting are as follows:
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1.
To
elect five nominees to serve on the Board until the 2019 Annual
Meeting of Stockholders;
2.
To
adopt and approve the First Amended and Restated 2017 Stock
Incentive Plan to increase shares issuable from 100 Million to 200
Million;
3.
to
approve a reverse split of outstanding common stock by a ratio of
not less than 1-for-100 and not more than 1-for-150; the ratio and
timing of implementation to be determined in the discretion of the
board of directors.
4.
To
approve an amendment to the Company’s Certificate of
Incorporation to reduce the authorized shares of common stock
(“Common Stock”) from 6,000,000,000, by a ratio of not
less than 1-for-50 and not more than 1-for-100;
5.
To
ratify the appointment of SD Mayer and Associates, LLP of Seattle,
Washington as the Company’s independent registered public
accounting firm for the fiscal year ending December 31,
2018;
6.
To
approve, on a non-binding advisory basis, the compensation paid to
the Company’s named executive officers;
7.
To
vote, on a non-binding advisory basis, on the frequency (i.e.,
every one, two, or three years) of holding an advisory shareholder
vote to approve the compensation paid to the Company’s named
executive officers; and
8.
To
transact such other business that may properly come before the
Annual Meeting and at any adjournments thereof.
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PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULES, YOU ARE
RECEIVING THIS NOTICE THAT THE PROXY MATERIALS FOR THE ANNUAL
MEETING ARE AVAILABLE ON THE INTERNET. FOLLOW THE INSTRUCTIONS
ABOVE TO VIEW THE MATERIALS AND VOTE OR REQUEST PRINTED
COPIES.
THE BOARD OF DIRECTORS HAS FIXED THE CLOSE OF BUSINESS ON OCTOBER
12, 2018 AS THE RECORD DATE FOR THE DETERMINATION OF STOCKHOLDERS
ENTITLED TO RECEIVE NOTICE OF THE ANNUAL MEETING AND TO VOTE THE
SHARES OF OUR COMMON STOCK, PAR VALUE $.0001 PER SHARE, THEY HELD
ON THAT DATE AT THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT OF
THE MEETING.
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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE ‘FOR
ALL’ FOR PROPOSAL 1, “FOR” PROPOSAL 2-6, AND
“THREE YEAR” FOR PROPOSAL 7.
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Please note - This is not a Proxy Card - you cannot vote by
returning this card
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FIRST-CLASS MAIL
US POSTAGE
PAID
RALEIGH NC
PERMIT # 870
GROWLIFE, INC.
SHAREHOLDER
SERVICES
500
Perimeter Park Drive Suite D
Morrisville
NC 27560
TIME SENSITIVE SHAREHOLDER INFORMATION ENCLOSED
IMPORTANT SHAREHOLDER INFORMATION
YOUR VOTE IS IMPORTANT
GROWLIFE, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS – DECEMBER 6, 2018 AT 12:00
P.M., LOCAL TIME
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CONTROL ID:
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REQUEST ID:
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The undersigned stockholder(s) of Growlife, Inc., hereby revoking
any proxy heretofore given, does hereby appoint Marco Hegyi or Mark
Scott, and each of them, with full power to act alone, to represent
the undersigned and to vote all shares of common stock of the
Company that the undersigned is entitled to vote at the 2018 Annual
Meeting of Stockholders of the Company to be held on December 6,
2018 at 12:00 p.m., local time, at our headquarters at 5400
Carillon Point, Kirkland, WA 98033, and any and all adjournments
and postponements thereof, with all powers the undersigned would
possess if personally present, on the following proposals, each as
described more fully in the accompanying proxy statement, and any
other matters coming before said meeting.
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(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
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VOTING INSTRUCTIONS
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If you vote by phone, fax or internet, please DO NOT mail your
proxy card.
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MAIL:
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Please mark, sign, date, and return this Proxy Card promptly using
the enclosed envelope.
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FAX:
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Complete the reverse portion of this Proxy Card and Fax to
202-521-3464
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INTERNET:
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https://www.iproxydirect.com/PHOT
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PHONE:
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1-866-752-VOTE(8683)
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ANNUAL MEETING OF THE STOCKHOLDERS OF GROWLIFE, INC.
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PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE
IN BLUE OR BLACK INK AS SHOWN HERE:
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PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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Proposal 1
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FOR
ALL
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WITHHOLD
ALL
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FOR
ALL
EXCEPT
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To elect four nominees to serve on the Board until the 2018 Annual
Meeting of Stockholders:
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☐
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Marco
Hegyi
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Mark
E. Scott
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CONTROL ID:
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Michael
E. Fasci
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☐
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REQUEST ID:
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Katherine
McLain
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☐
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Thom
Kozik
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Proposal 2
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FOR
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AGAINST
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ABSTAIN
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To adopt and approve the First Amended and Restated 2017 Stock
Incentive Plan to increase shares issuable under plan from 100
million to 200 million.
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☐
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Proposal 3
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FOR
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AGAINST
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ABSTAIN
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To approve a reverse split of outstanding common stock by a ratio
of not less than 1-for-100 and not more than 1-for-150; the ratio
and timing of implementation to be determined in the discretion of
the board of directors.
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☐
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☐
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Proposal 4
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FOR
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AGAINST
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ABSTAIN
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To approve an amendment to the Company’s Certificate of
Incorporation to reduce the authorized shares of common stock
(“Common Stock”) from 6,000,000,000 by a ratio of not
less than 1-for-50 and not more than 1-for 100.
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☐
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☐
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Proposal 5
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FOR
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AGAINST
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ABSTAIN
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To ratify the appointment of SD Mayer and Associates, LLP of
Seattle, Washington as the Company’s independent registered
public accounting firm for the fiscal year ending December 31,
2018.
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Proposal 6
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FOR
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AGAINST
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ABSTAIN
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To approve, on a non-binding advisory basis, the compensation paid
to the Company’s named executive officers.
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Proposal 7
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ONE
YEAR
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TWO
YEAR
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THREE
YEAR
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ABSTAIN
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To vote, on a non-binding advisory basis, on the frequency (i.e.,
every one, two, or three years) of holding an advisory shareholder
vote to approve the compensation paid to the Company’s named
executive officers.
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☐
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Proposal 8
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To transact such other business that may properly come before the
Annual Meeting and at any adjournments thereof.
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MARK “X” HERE IF YOU PLAN
TO ATTEND THE MEETING
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The Board recommends that you vote your shares “FOR
ALL” for Proposal 1, and “FOR” for Proposal 2, 3,
4, 5 and 6 and “THREE YEAR” for Proposal 7. If you sign
and return your proxy card without indicating how you want your
shares to be voted, the named proxies will vote your shares as
“FOR ALL” for Proposal 1, and “FOR” for
Proposal 2, 3, 4, 5 and 6 and “THREE YEAR” for Proposal
7.
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MARK HERE FOR ADDRESS CHANGE
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New
Address (if applicable):
____________________________
IMPORTANT:
Please sign exactly
as your name or names appear on this Proxy. When shares are held
jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer, giving full title as
such. If signer is a partnership, please sign in partnership name
by authorized person.
Dated:
________________________, 2018
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(Print Name of Stockholder and/or Joint
Tenant)
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(Signature
of Stockholder)
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(Second
Signature if held jointly)
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