VOTING SECURITIES, RECORD DATE AND
QUORUM
Virtual Meeting.
The Acme United
Corporation 2021 Annual Meeting will be held on April 20, 2021, at 11:00 A.M., Eastern Time as a virtual meeting via the Internet. You will be able to attend virtually, vote and submit questions by visiting
www.virtualshareholdermeeting.com/ACU2021. We encourage you to access the Annual Meeting online at least 15 minutes before the beginning of the meeting to allow sufficient time to complete online
check-in procedures. In order to join the Annual Meeting, you will need to enter the 16-digit Control Number we have provided in your proxy materials. If your shares are
held in the name of a bank, brokerage firm or other nominee, you should follow the instructions provided by them in order to participate in the virtual meeting.
If
you have questions about how to attend and participate in the Annual Meeting, call 1-800-586-1548 on the day of the Annual
Meeting. Technicians will be available 30 minutes prior to the start of the meeting to answer your questions. If you encounter any difficulties accessing the virtual meeting during the Annual Meeting, please call toll free: 1-800-586-1548, or if calling internationally, please call:
303-562-9288.
Questions at the Annual Meeting. Shareholders will have an
opportunity to submit written questions via the Internet at any time during the meeting by following the instructions that will be available on the meeting website.
Record Date. The Board of Directors has fixed the close of business on March 4, 2021 as the record date (the Record Date) for determination of
shareholders entitled to receive notice of and to vote at the Meeting. As of the Record Date, there were 3,342,210 shares of Common Stock issued and outstanding and there were no other voting securities of the Company outstanding.
Quorum. The presence at the Meeting, in person or by proxy, of a majority of the outstanding shares of Common Stock entitled to vote at the Meeting shall
constitute a quorum for the Meeting. Broker non-votes and abstentions will have no effect on the outcome of any of the matters being voted on at this Meeting, as they are not counted as votes cast; but are
counted in determining the presence of a quorum.
Voting. Each outstanding share of Common Stock entitles the record holder of the share to one vote. If a
shareholder holds shares in street name, and does not submit voting instructions to its broker, bank or other nominee, such broker, bank or other nominee will not be permitted to vote the shareholders shares in their discretion on the election
of directors, the amendment to the Companys 2012 Employee Stock Option Plan (Proposals 1 and 2) and the advisory vote on executive compensation (Proposal 3), but may still be permitted to vote the shareholders shares in their discretion
on the ratification of the independent registered public accounting firm (Proposal 4). As noted above, abstentions and broker non-votes are not counted as votes cast on any matter to which they relate;
accordingly, broker non-votes and abstentions will not affect the outcome of any votes.
Election of Directors. A
plurality of the votes cast in person or by proxy at the Meeting is required to elect each of the nominees for Director.
Amendment of the 2012 Employee Stock
Option Plan. To be approved, the proposal to increase the number of shares which are authorized for issuance upon exercise of options granted under the 2012 Employee Stock Option Plan must receive the affirmative vote of a majority of the shares
of Common Stock cast in person or by proxy at the Meeting.
Advisory Vote on Executive Compensation. To be approved, the
non-binding advisory vote on executive compensation must receive a majority of the votes cast in person or by proxy at the Meeting.
Ratification of the Appointment of Our Independent Registered Accounting Firm. To be approved, the proposal to ratify the appointment of our independent public
registered accounting firm for the fiscal year ending December 31, 2021 must receive a majority of the votes cast in person or by proxy at the Meeting.
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