UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant [X]
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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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[X]
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant Rule §240.14a-11(c) or §240.14a-2
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Ameri
Holdings, 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):
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[X]
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fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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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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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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Proposed
maximum aggregate value of transaction:
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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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AMERI
HOLDINGS, INC.
4080
McGinnis Ferry Road, Suite 1306
Alpharetta,
Georgia 30005
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 15, 2020
To
the Stockholders of Ameri Holdings, Inc.:
You
are cordially invited to attend our annual meeting of stockholders on December 15, 2020. We will hold the meeting at 10:00 a.m.
Central Standard Time at 7950 Legacy Dr., Suite 650, Plano, TX 75024.
In
connection with the annual meeting, we have prepared a proxy statement setting out detailed information about the matters that
will be covered at the meeting. We will mail our proxy statement, along with a proxy card, on or about November 9, 2020 to our
stockholders of record as of the close of business on October 30, 2020. These materials and our Annual Report on Form 10-K for
the year ended December 31, 2019 are also available electronically at https://ameri100.com/for-investors/.
Our
Board of Directors has fixed the close of business on October 30, 2020 as the record date for the determination of stockholders
entitled to notice of and to vote at our annual meeting and at any adjournment(s), postponement(s) or other delay(s) thereof.
Voting on the matters to be considered at the annual meeting can be done (1) by signing and dating the enclosed proxy card and
returning it in the enclosed postage-paid envelope (2) by voting on the internet (the website address for internet voting is on
your proxy card) or (3) in person by ballot at the annual meeting. Important information about attending the annual meeting in
person is included in the proxy statement.
The
matters that will be considered at the annual meeting are:
1.
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To
elect four directors, to serve until the Company’s 2021 annual meeting of stockholders and until their successors are
duly elected and qualified;
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2.
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To
ratify the appointment of our independent auditors; and
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3.
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To
transact such other business as may properly come before the annual meeting or any adjournment(s), postponement(s) or other
delay(s) thereof.
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The
foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. We are not aware of any
other business to come before the annual meeting.
This
Notice, the Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2019 are first being mailed to
stockholders on or about November 9, 2020. Only stockholders of record at the close of business on October 30, 2020 and their
proxies are entitled to attend and vote at the annual meeting and any and all adjournments, continuations or postponements thereof.
Your
vote is important. Regardless of whether you plan to attend the annual meeting, we encourage you to vote your shares promptly
by using the internet, or by signing and returning the proxy card mailed to those who receive paper copies of this proxy statement.
You may revoke your proxy at any time before it is voted at the annual meeting by delivering a written statement to the Corporate
Secretary that the proxy is revoked, presenting a later-dated proxy, or attending the annual meeting and voting in person. If
you would like to attend and your stock is not registered in your own name, please ask the broker, trust, bank or other nominee
that holds the stock to provide you with evidence of your stock ownership.
If
you have any questions, or need assistance in voting your shares, please contact the firm assisting us in the solicitation of
proxies:
Ameri’s
Proxy Solicitor:
Strategic
Shareholder Advisor and Proxy Solicitation Agent
745
Fifth Avenue, 5th Floor, New York, NY 10151
North
American Toll Free Phone:
1-888-302-5741
Email:
contactus@kingsdaleadvisors.com
Call
Collect Outside North America: 416-867-2272
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Sincerely,
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/s/
Srinidhi “Dev” Devanur
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Srinidhi
“Dev” Devanur
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Chairman
of the Board
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Alpharetta,
Georgia
November
3, 2020
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 15, 2020
Whether
or not you attend the meeting in person, please vote by internet, or, if you receive a paper copy of the proxy materials, please
sign, date and promptly mail the enclosed proxy card or use the internet voting procedures described on the proxy card. This Notice
of Annual Meeting and Proxy Statement along with the Ameri Holdings, Inc. Annual Report on Form 10-K for the year ended December
31, 2019, are available on the internet at: https://ameri100.com/for-investors/.
AMERI
HOLDINGS, INC.
4080
McGinnis Ferry Road, Suite 1306
Alpharetta,
Georgia 30005
PROXY
STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 15, 2020
TABLE
OF CONTENTS
AMERI
HOLDINGS, INC.
4080
McGinnis Ferry Road, Suite 1306
Alpharetta,
Georgia 30005
PROXY
STATEMENT
The
Board of Directors of Ameri Holdings, Inc., a Delaware corporation (referred to in this Proxy Statement as “Ameri,”
“the Company,” “we,” “our” or “us”), is soliciting proxies from our stockholders
in connection with our Annual Meeting of Stockholders to be held on December 15, 2020 and at any adjournment(s), postponement(s)
or other delay(s) thereof (the “Annual Meeting”). We will hold the meeting at 10:00 a.m. Central Standard Time at
7950 Legacy Dr., Suite 650 Plano, TX 75024.
The
accompanying proxy is solicited by the Board of Directors and is revocable by the stockholder at any time before it is voted.
This Proxy Statement is being mailed to stockholders of the Company on or about November 9, 2020 and is accompanied by the Company’s
Annual Report on Form 10-K for the year ended December 31, 2019.
Who
May Vote
Holders
of common stock, par value $0.01 per share (“common stock”), outstanding as of the close of business on October 30,
2020 (the “Record Date”) are entitled to receive notice of, and to vote at, the Annual Meeting. As of the Record Date,
there were 6,671,569 shares of common stock outstanding and entitled to vote at the Annual Meeting. Each share of common stock
is entitled to one vote on all matters. No class of securities other than our common stock will be entitled to vote at the Annual
Meeting. There are no cumulative voting rights.
Voting
Requirements
The
holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy,
constitute a quorum for the transaction of business at the Annual Meeting. Shares that reflect abstentions and broker non-votes,
if any, count as present at the Annual Meeting for the purposes of determining a quorum. A broker non-vote occurs when a bank,
broker or other nominee holding shares for a beneficial owner votes on one proposal but does not vote on another proposal because,
with respect to such other proposal, the nominee does not have discretionary voting power and has not received instructions from
the beneficial owner.
The
vote requirement for each matter is as follows:
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Proposal
1 (Election of Directors) - Directors are elected by a plurality of the votes cast, and the four nominees who receive the
greatest number of favorable votes of the holders of the common stock cast in the election of directors will be elected directors
to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.
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Proposal
2 (Ratification of Appointment of Independent Auditors) - The ratification of the appointment of our independent auditors
requires the favorable vote of the holders of a majority of the common stock having voting power present in person or represented
by proxy and entitled to vote thereon.
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In
the election of directors (Proposal 1), abstentions and broker non-votes, if any, will be disregarded and have no effect on the
outcome of the vote. With respect to the ratification of the appointment of our independent registered public accounting firm
(Proposal 2) abstentions will have the same effect as voting against such proposals, and broker non-votes, if any, will be disregarded
and have no effect on the outcome of the vote. The approval of Proposal 2 is a routine proposal on which a broker or other nominee
is generally empowered to vote in the absence of voting instructions from the beneficial owner, so broker non-votes are unlikely
to result from Proposal 2.
The
Board of Directors’ Voting Recommendations
The
Board of Directors recommends that you vote your shares “FOR” each of the Board of Directors’ four nominees
that are standing for election to the Board of Directors (Proposal 1) and “FOR” the ratification of the appointment
of our independent auditors (Proposal 2).
How
to Vote
If
you are a stockholder of record as of the Record Date, you may vote using any of the following methods:
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By
the internet. Specific instructions for stockholders of record who wish to use internet voting procedures are set forth
on the notice of internet availability of proxy materials and on the proxy card. If you own shares held in street name, you
will receive voting instructions from your broker, bank or nominee and may vote by the internet if they offer that alternative.
Please note that internet voting will close at 11:59 p.m. on December 14, 2020.
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Proxy
card or voting instruction card. If you received a proxy card or voting instruction card in the mail, complete, sign and
date the card and return it in the prepaid envelope.
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In
person at the Annual Meeting. All stockholders may vote in person at the Annual Meeting. You may also be represented by
another person at the Annual Meeting by executing a proper proxy designating that person. If you own shares held in street
name, you must obtain a legal proxy from your broker, bank or nominee and present it to the inspector of election with your
ballot when you vote at the Annual Meeting.
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Giving
us your proxy means you authorize the Board of Directors’ designated proxy holders (who are identified on the enclosed proxy
card) to vote your shares at the Annual Meeting in the manner that you have indicated and in their best judgment on such other
matters that may properly come before the Annual Meeting. If you sign, date and return the enclosed proxy card but do not indicate
your vote, the designated proxy holders will vote your shares “FOR” each of the Board of Directors’ four
nominees that are standing for election to the Board of Directors (Proposal 1) and “FOR” the ratification of
the appointment of our independent auditors (Proposal 2).
If
You Plan to Attend the Annual Meeting
Attendance
at the Annual Meeting will be limited to stockholders and the Company’s invited guests. Each stockholder may be asked to
present valid picture identification, such as a driver’s license or passport. Stockholders holding shares of common stock
in brokerage accounts or through a bank or other nominee may be required to show a brokerage statement or account statement reflecting
stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. You may
contact our Chief Financial Officer, Barry Kostiner, at barry.kostiner@ameri100.com for directions to the Annual Meeting.
If
you are a stockholder of record as of the Record Date, you may vote your shares of common stock in person by ballot at the Annual
Meeting. If you hold your shares of common stock in a stock brokerage account or through a bank or other nominee, you will not
be able to vote in person at the Annual Meeting unless you have previously requested and obtained a “legal proxy”
from your broker, bank or other nominee and present it at the Annual Meeting.
Revoking
a Proxy
You
may revoke your proxy by submitting a new proxy with a later date or by notifying our Corporate Secretary in writing at 4080 McGinnis
Ferry Road, Suite 1306, Alpharetta, Georgia 30005. If you attend the Annual Meeting in person and vote by ballot, any previously
submitted proxy will be revoked.
How
We Solicit Proxies
We
will solicit proxies and will bear the entire cost of our solicitation, including the preparation, assembly, printing and mailing
of this Proxy Statement and any additional materials furnished to our stockholders. We have retained Kingsdale Advisors to assist
us in the solicitation of proxies, as described in “General-Cost of Solicitation” below. The initial solicitation
of proxies by mail may be supplemented by telephone, fax, e-mail, internet and personal solicitation by our directors, officers
or other regular employees. No additional compensation for soliciting proxies will be paid to our directors, officers or other
regular employees for their proxy solicitation efforts. Fees paid to Kingsdale Advisors are described in “General-Cost of
Solicitation” below.
If
You Receive More Than One Proxy Card
If
you hold your shares of common stock in more than one account, you will receive a proxy card for each account. To ensure that
all of your shares of shares of common stock are voted, please vote using a proxy card for each account that you own. It is important
that you vote all of your shares of common stock.
Broker
Non-Votes
If
your shares are held in street name, you must instruct the organization who holds your shares how to vote your shares. If you
sign your proxy card but do not provide instructions on how your broker should vote on “routine” proposals, your broker
will vote your shares as recommended by the Board. If you do not provide voting instructions, your shares will not be voted on
any “non-routine” proposals. This vote is called a “broker non-vote.”
Brokers
cannot use discretionary authority to vote shares on the election of directors if they have not received instructions from their
clients. Please submit your vote instruction form so your vote is counted.
If
You Have Any Questions
If
you have any questions, or need assistance in voting your shares, please contact the firm assisting us in the solicitation of
proxies:
Ameri’s
Proxy Solicitor:
Strategic
Shareholder Advisor and Proxy Solicitation Agent
745
Fifth Avenue, 5th Floor, New York, NY 10151
North
American Toll Free Phone:
1-888-302-5741
Email:
contactus@kingsdaleadvisors.com
Call
Collect Outside North America: 416-867-2272
CORPORATE
GOVERNANCE AND ETHICS
Composition
of the Board of Directors
The
current number of directors on our Board of Directors is four. Under our bylaws, the number of directors on our Board of Directors
will not be less than three and may be increased or decreased by resolution of the Board of Directors.
Director
Nomination Process
Director
Qualifications
In
evaluating director nominees, the Nominations and Corporate Governance Committee of our Board of Directors considers the appropriate
size of the Board of Directors, as well as the qualities and skills of individual candidates. Factors considering include the
following:
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A
history illustrating personal and professional integrity and ethics;
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Independence;
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Successful
business management experience;
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Public
company experience, as officer or board member;
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Relevant
professional experience;
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Diversity;
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Educational
background.
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The
Nominations and Corporate Governance Committee’s goal is to assemble a Board of Directors that brings the Company a diversity
of perspectives and skills derived from the factors considered above. The Nominations and Corporate Governance Committee also
considers candidates with relevant non-business experience and training.
Our
Board of Directors believes that it is necessary for each of our directors to possess many qualities and skills. When searching
for new candidates, the Nominations and Corporate Governance Committee considers the evolving needs of the Board of Directors
and searches for candidates that fill any current or anticipated future gap. Our Board of Directors also believes that all directors
must possess a considerable amount of business management (such as experience as a chief executive or chief financial officer)
and educational experience. The Nominations and Corporate Governance Committee first considers a candidate’s management
experience and then considers issues of judgment, background, stature, conflicts of interest, integrity, ethics and commitment
to the goal of maximizing stockholder value when considering director candidates. The Nominations and Corporate Governance Committee
also focuses on issues of diversity, such as diversity of gender, race and national origin, education, professional experience
and differences in viewpoints and skills. The Nominations and Corporate Governance Committee does not have a formal policy with
respect to diversity; however, our Board of Directors and the Nominations and Corporate Governance Committee believe that it is
essential that the directors represent diverse viewpoints. In considering candidates for our Board of Directors, the Nominations
and Corporate Governance Committee considers the entirety of each candidate’s credentials in the context of these standards.
With respect to the nomination of continuing directors for re-election, the individual’s contributions to the Board of Directors
are also considered.
Other
than the foregoing background factors that are considered in selecting director candidates, there are no stated minimum qualifications
for director nominees, although the Nominations and Corporate Governance Committee may also consider such other facts as it may
deem are in the best interests of Ameri and our stockholders. The Nominations and Corporate Governance Committee does believe
it appropriate for at least one, and preferably several, members of our Board of Directors to meet the criteria for an “Audit
Committee financial expert” as defined by the rules of the Securities and Exchange Commission (the “SEC”), and
that a majority of the members of our Board of Directors meet the definition of an “independent director” under the
listing standards of the NASDAQ Stock Market.
Identification
and Evaluation of Nominees for Directors
The
Nominations and Corporate Governance Committee identifies nominees for director by first evaluating the current members of our
Board of Directors willing to continue their service on the Board of Directors. Current members with qualifications and skills
that are consistent with the Nominations and Corporate Governance Committee’s criteria for service on the Board of Directors
and who are willing to continue their service are considered for re-nomination, balancing the value of continuity of service by
existing members of our Board of Directors with that of obtaining new perspectives. If any member of our Board of Directors does
not wish to continue his or her service or if our Board of Directors decides not to re-nominate a member for re-election, the
Nominations and Corporate Governance Committee identifies the desired skills and experience of a new nominee in light of the criteria
above. The Nominations and Corporate Governance Committee generally polls our Board of Directors and members of management for
their recommendations regarding potential new nominees. The Nominations and Corporate Governance Committee may also review the
composition and qualification of the boards of directors of our competitors, and may seek input from our stockholders, industry
experts or analysts. The Nominations and Corporate Governance Committee reviews the qualifications, experience and background
of the candidates.
Final
candidates are interviewed by some or all of our independent directors and our Chief Executive Officer. In making its determinations,
the Nominations and Corporate Governance Committee evaluates each individual in the context of our Board of Directors as a whole,
with the objective of assembling a group that can best attain success for Ameri and represent stockholder interests through the
exercise of sound judgment. After review and deliberation of all feedback and data, the Nominations and Corporate Governance Committee
makes its recommendation to our Board of Directors. Historically, the Nominations and Corporate Governance Committee has not relied
on third-party search firms to identify board candidates. The Nominations and Corporate Governance Committee may in the future
choose to do so in those situations where particular qualifications are required or where existing contacts are not sufficient
to identify and acquire an appropriate candidate.
The
Nominations and Corporate Governance Committee does not have a formal policy regarding consideration of director candidate recommendations
from our stockholders. Any recommendations received from stockholders have been and will continue to be evaluated in the same
manner as potential nominees suggested by members of our Board of Directors or management. Stockholders wishing to suggest a candidate
for director should write to our Corporate Secretary at our corporate headquarters. In order for us to effectively consider a
recommendation for a nominee for a director position, stockholders must provide the following information in writing: (i) the
stockholder’s name and contact information; (ii) the class and number of shares beneficially owned by the stockholder; (iii)
a statement that the stockholder is proposing a candidate for consideration as a director nominee to the Nominations and Corporate
Governance Committee of our Board of Directors; (iv) the name, age, business address and residence address of the candidate and
confirmation that the candidate is willing to be considered and serve as a director of the Company if elected; (v) a description
of all arrangements and understandings and the relationship between the stockholder making the recommendation and the candidate
being recommended and between the candidate and any customer, supplier, or competitor of the Company; (vi) the principal occupation
and educational background of the candidate; (vii) a statement of the value that the candidate would add to our Board of Directors,
including addressing the factors that our Board of Directors normally considers in assessing board candidates as stated above;
and (viii) at least three character references with complete contact information. In order to give the Nominations and Corporate
Governance Committee sufficient time to evaluate a recommended candidate, any such recommendation should be received by our Corporate
Secretary at our corporate headquarters not later than the 120th calendar day before the one year anniversary of the date our
proxy statement was mailed to stockholders in connection with the previous year’s annual meeting of stockholders.
Board
Leadership Structure
We
believe it is beneficial to separate the roles of Chief Executive Officer and Chairman of the Board of Directors to facilitate
their differing roles in the leadership of the Company. The role of the Chairman is to set the agenda for, and preside over, board
meetings, as well as providing advice and assistance to the Chief Executive Officer. In contrast, the Chief Executive Officer
is responsible for handling the day-to-day management direction of the Company, serving as a leader to the management team, and
formulating corporate strategy.
Srinidhi
“Dev” Devanur is currently the Executive Chairman of our Board. The three independent directors are Dimitrios J. Angelis,
Thoranath Sukumaran and Carmo Martella.
Following
the Annual Meeting, we will continue our philosophy and practice of keeping the Chairman and Chief Executive Officer roles separate.
We believe the working relationship between an independent Chairman and our Chief Executive Officer, on the one hand, and between
out Chairman and the other independent directors, on the other, enhances and facilitates the flow of information between management
and our Board of Directors as well as the ability of our independent directors to evaluate and oversee management and its decision-making.
Board
Meeting Attendance
No
director who served as a director during the past year attended fewer than 75% of the aggregate of the total number of meetings
of our Board of Directors.
Director
Independence
Our
Board of Directors has determined that all director nominees, except for Srinidhi “Dev” Devanur, our Executive Chairman,
are independent directors (as currently defined in Rule 5605(a)(2) of the NASDAQ listing rules). In determining the independence
of our directors, the Board of Directors considered all transactions in which the Company and any director had any interest. The
independent directors meet as often as necessary to fulfill their responsibilities, including meeting at least twice annually
in executive session without the presence of non-independent directors and management.
Director
Attendance at the Annual Meeting
Although
we do not have a formal policy regarding attendance by members of our Board of Directors at the Annual Meeting, we encourage all
of our directors to attend.
Committees
of the Board of Directors
Our
Board of Directors currently has three standing committees. The current members of our committees are identified below:
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Committees
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Director
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Audit
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Compensation
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Nominations
and
Corporate
Governance
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Dimitrios J. Angelis
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Thoranath Sukumaran
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X
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Carmo Martella
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Srinidhi “Dev” Devanur
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Srinidhi
Devanur, our Executive Chairman, does not serve on any of our standing committees.
Audit
Committee. The Audit Committee consists of Messrs. Angelis, Sukumaran and Martella. All members of the Audit Committee
(i) are independent directors (as currently defined in Rule 5605(a)(2) of the NASDAQ listing rules); (ii) meet the criteria for
independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(iii) have not participated in the preparation of the financial statements of the Company or any current subsidiary of the Company
at any time during the past three years; and (iv) are able to read and understand fundamental financial statements. Mr. Angelis
qualifies as an “Audit Committee financial expert” as defined in the rules and regulations established by the SEC.
The Audit Committee is governed by a written charter approved by our Board of Directors. The functions of the Audit Committee
include, among other things:
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Meeting
with our management periodically to consider the adequacy of our internal controls and the objectivity of our financial reporting;
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Meeting
with our independent registered public accounting firm and with internal financial personnel regarding the adequacy of our
internal controls and the objectivity of our financial reporting;
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Recommending
to our Board of Directors the engagement of our independent registered public accounting firm;
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Reviewing
our quarterly and audited consolidated financial statements and reports and discussing the statements and reports with our
management, including any significant adjustments, management judgments and estimates, new accounting policies and disagreements
with management; and
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Reviewing
our financial plans and reporting recommendations to our full Board of Directors for approval and to authorize action.
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Both
our independent registered public accounting firm and internal financial personnel regularly meet privately with our Audit Committee
and have unrestricted access to the Audit Committee.
Compensation
Committee. The Compensation Committee consists of Messrs. Angelis and Sukumaran. Messrs. Angelis and Sukumaran are independent,
as determined under the various NASDAQ Stock Market, SEC and Internal Revenue Service qualification requirements. The Compensation
Committee is governed by a written charter approved by our Board of Directors. The charter of the Compensation Committee permits
the Compensation Committee to engage outside consultants and to consult with our human resources department when appropriate to
assist in carrying out its responsibilities. Compensation consultants have not been engaged by the Company to recommend or assist
in determining the amount or form of compensation for any current executive officers or directors of the Company. The Committee
may also obtain advice and assistance from internal or external legal, accounting, or other advisers selected by the Committee.
The functions of the Compensation Committee include, among other things:
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Reviewing
and, as it deems appropriate, recommending to our Board of Directors, policies, practices, and procedures relating to the
compensation of our directors, officers and other managerial employees and the establishment and administration of our employee
benefit plans;
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Establishing
appropriate incentives for officers, including the Chief Executive Officer, to encourage high performance, promote accountability
and adherence to company values and further our long-term strategic plan and long-term value; and
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Exercising
authority under our employee benefit plans.
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Corporate
Governance Committee. The Nominations and Corporate Governance Committee consists of Mr. Angelis. Mr. Angelis is an independent
director (as currently defined in Rule 5605(a)(2) of the NASDAQ listing rules). The Nominations and Corporate Governance Committee
is governed by a written charter approved by our Board of Directors. The functions of the Nominations and Corporate Governance
Committee include, among other things:
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Reviewing
and recommending nominees for election as directors;
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Assessing
the performance of our board of directors;
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|
●
|
Developing
guidelines for the composition of our board of directors;
|
|
|
●
|
Reviewing
and administering our corporate governance guidelines and considering other issues relating to corporate governance; and
|
|
|
●
|
Oversight
of the Company compliance officer and compliance with the Company’s Code of Ethics and Business Conduct and Code of
Ethics for our Chief Executive Officer and Senior Financial Officers.
|
The
Board of Directors’ Role in Risk Oversight
Our
Board of Directors, as a whole and also at the committee level, has an active role in managing enterprise risk. The members of
our Board of Directors participate in our risk oversight assessment by receiving regular reports from members of senior management
and the Company compliance officer appointed by our Board of Directors on areas of material risk to us, including operational,
financial, legal and regulatory, and strategic and reputational risks. The Compensation Committee is responsible for overseeing
the management of risks relating to our executive compensation plans and arrangements. The Audit Committee oversees management
of financial risks, as well as our policies with respect to risk assessment and risk management. The Nominations and Corporate
Governance Committee manages risks associated with the independence of our Board of Directors and potential conflicts of interest.
Members of the management team report directly to our Board of Directors or the appropriate committee. The directors then use
this information to understand, identify, manage, and mitigate risk. Once a committee has considered the reports from management,
the chairperson will report on the matter to our full Board of Directors at the next meeting of the Board of Directors, or sooner
if deemed necessary. This enables our Board of Directors and its committees to effectively carry out its risk oversight role.
Communications
with our Board of Directors
Any
stockholder may send correspondence to our Board of Directors c/o Corporate Secretary, Ameri Holdings, Inc., 4080 McGinnis Ferry
Road, Suite 1306, Alpharetta, Georgia 30005. Our Corporate Secretary will review all correspondence addressed to our Board of
Directors, or any individual director, and forward all such communications to our Board of Directors or the appropriate director
prior to the next regularly scheduled meeting of our Board of Directors following the receipt of the communication, unless the
corporate secretary decides the communication is more suitably directed to Company management and forwards the communication to
Company management. Our Corporate Secretary will summarize all stockholder correspondence directed to our Board of Directors that
is not forwarded to our Board of Directors and will make such correspondence available to our Board of Directors for its review
at the request of any member of our Board of Directors.
Code
of Business Conduct and Ethics
We
have established a Code of Ethics and Business Conduct and a Code of Ethics for our Chief Executive Officer and Senior Financial
Officers (the “Ethics Codes”) that apply to our officers, directors, employees and contractors. The Ethics Codes contain
general guidelines for conducting our business consistent with the highest standards of business ethics and compliance with applicable
law, and is intended to qualify as “codes of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of
2002 and Item 406 of Regulation S-K. Day-to-day compliance with the Ethics Codes is overseen by the Company compliance officer
appointed by our Board of Directors. If we make any amendments to the Ethics Codes or grant any waiver from a provision of the
Ethics Codes to any director or executive officer, we will promptly disclose the nature of the amendment or waiver on the “Investors”
section of the Company’s website (www.ameri100.com) under the tab “Corporate Governance”.
Corporate
Governance Documents Available Online
Our
corporate governance documents, including the Audit Committee charter, Compensation Committee charter, Nominations and Corporate
Governance Committee charter and Ethics Codes, are available free of charge on the “Investors” section of our website
(www.ameri100.com) under the tab “Corporate Governance”. Information contained on our website is not incorporated
by reference in, or considered part of, this Proxy Statement. Stockholders may also request paper copies of these documents free
of charge upon written request to Investor Relations, Ameri Holdings, Inc., Ameri Holdings, Inc., 4080 McGinnis Ferry Road, Suite
1306, Alpharetta, Georgia 30005.
Director
Term Limits
Our
Board of Directors does not currently have a term limit policy limiting the number of years a director may serve on the Board
of Directors.
Executive
Officers
The
names of our executive officers, their ages, their positions with Ameri, and other biographical information as of October 30,
2020, are set forth below. There are no family relationships among our directors and executive officers.
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Srinidhi
“Dev” Devanur
|
|
54
|
|
Executive
Chairman of the Board
|
Brent
Kelton
|
|
49
|
|
Chief
Executive Officer
|
Barry
Kostiner
|
|
49
|
|
Chief
Financial Officer
|
Srinidhi
“Dev” Devanur became our Executive Vice Chairman and a member of our Board in May 2015. He became our Executive
Chairman in December 2018. Srinidhi “Dev” Devanur is the founder of Ameri and Partners. He is a seasoned technology
entrepreneur who has more than 20 years of experience in the IT services industry with a specialization in sales and resource
management. He has built businesses from ground up and has successfully executed acquisitions, mergers and corporate investments.
He has managed the sales function by working closely with various Fortune 500 customers in the United States and India to sell
software solutions, support and staff augmentation related services. Srinidhi “Dev” Devanur co-founded Ivega Company
in 1997, an international niche IT consulting company with special focus on financial services which merged with TCG in 2004,
creating a 1,000+ person focused differentiator in the IT consulting space. Following this, he founded SaintLife Bio-pharma Pvt.
Ltd., which was acquired by a Nasdaq listed company. Srinidhi “Dev” Devanur has a bachelor’s degree in electrical
engineering from the University of Bangalore, India and has also attended a Certificate program in Strategic Sales Management
at the University of Chicago Booth School of Business.
Brent
Kelton became our Chief Executive Officer in December 2017. Mr. Kelton previously joined the Company in March 2017 through
its acquisition of Ameri100 California Inc. (formerly ATCG Technology Solutions, Inc. (ATCG)) as a wholly-owned operating subsidiary
of the Company, which Mr. Kelton led. Prior to joining Ameri, he previously led Fujitsu’s North American SAP business unit
and KPIT Technologies Limited’s SAP strategic business unit, at which he grew KPIT to over 1,600 employees globally with
annual revenues of $125 million. Mr. Kelton has also held leadership positions at several technology service providers focused
on implementation services and support of SAP solutions. Mr. Kelton holds a bachelor of science degree in business analysis and
management information systems from Texas A&M University and has completed executive education courses at the Stanford Graduate
School of Business.
Barry
Kostiner became our Chief Financial Officer in October 2018. Prior to joining Ameri, Mr. Kostiner served as an advisor on
capital markets and business development to LinKay Technologies, Inc. a company specializing in artificial intelligence technologies,
which Mr. Kostiner joined in April 2017. From November 2017 to October 2018, Mr. Kostiner also served as a consultant on data
analytics and mergers and acquisition strategy to Cypress Skilled Nursing, a skilled nursing services company. From January 2011
to October 2018, Mr. Kostiner served as a principal at Three Pillars Energy, a consulting company. From June 2013 to March 2015,
he was a portfolio manager with Platinum Management, a multi-strategy hedge fund. Mr. Kostiner holds a bachelor of science degree
in electrical engineering and a master of science degree in operations research from the Massachusetts Institute of Technology.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information as of October 30, 2020 regarding the beneficial ownership of our common stock by (i) each
person we know to be the beneficial owner of 5% or more of our common stock, (ii) each of our current executive officers, (iii)
each of our directors, and (iv) all of our current executive officers and directors as a group. Information with respect to beneficial
ownership has been furnished by each director, executive officer or 5% or more stockholder, as the case may be. The address for
all executive officers and directors is c/o Ameri Holdings, Inc., Ameri Holdings, Inc., 4080 McGinnis Ferry Road, Suite 1306,
Alpharetta, Georgia 30005.
Percentage
of beneficial ownership in the table below is calculated based on 6,671,569 shares of common stock outstanding as of October 30,
2020. Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership
of securities to persons who possess sole or shared voting power or investment power with respect to those securities and includes
shares of our common stock issuable pursuant to the exercise of stock options, warrants or other securities that are immediately
exercisable or convertible or exercisable or convertible within 60 days of October 30, 2020. Unless otherwise indicated, the persons
or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned
by them.
Name
|
|
Number
of
Shares of
Ameri
Common
Stock
Beneficially
Owned
|
|
|
Percentage
of Shares
Outstanding
|
|
Directors
and Officers(1)
|
|
|
|
|
|
|
|
|
Srinidhi “Dev”
Devanur (3)
|
|
|
251,055
|
|
|
|
3.76
|
%
|
Brent Kelton (3)
|
|
|
43,386
|
|
|
|
*
|
|
Barry Kostiner (3)
|
|
|
-
|
|
|
|
-
|
|
Dimitrios J. Angelis
|
|
|
1,642
|
|
|
|
*
|
|
Thoranath Sukumaran
|
|
|
-
|
|
|
|
-
|
|
Carmo Martella
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
All directors and
officers as a group of six (6) persons
|
|
|
296,083
|
|
|
|
4.44
|
%
|
*
|
Represents
beneficial ownership of less than 1%.
|
(1)
|
Unless
otherwise indicated, the address of each person or entity is c/o AMERI Holdings, Inc., 4080 McGinnis Ferry Road, Suite 1306
Alpharetta, Georgia, 30005.
|
(2)
|
Based
partially on information provided in a Schedule 13G filed by Alpha Capital Anstalt (“Alpha”) on May 6, 2020. The
principal business address of Alpha is Lettstrasse 32, FL-9490 Vaduz, Furstentums, Liechtenstein. Nicola Feuerstein, Director
of Alpha Capital Anstalt, holds voting and dispositive power over the shares beneficially owned by Alpha. Beneficial ownership
includes Alpha’s total after giving effect to the Offer reflects (i) pre-funded warrants to purchase up to 646,094 shares
of common stock and convertible debentures convertible into shares of common stock, each subject to a contractually stipulated
9.99% ownership restriction, and (ii) that Alpha will receive 11,789,698 additional shares of Series B Preferred Stock and
warrants to purchase an aggregate of 5,056,573 shares of common stock acquired in connection with the Alpha Bridge Loan and
the Alpha Investment, as well as Series B Warrants to purchase 6,887,955 shares of Resulting Issuer. The shares and percentage
included in the table report the number of shares that would be issuable upon the exercise and conversion of such securities,
giving effect to the 9.99% blocker included in certain such securities.
|
(3)
|
Srinidhi
Devanur (269,119 restricted shares), Brent Kelton (134,560 restricted shares) and Barry Kostiner (113,944 restricted shares)
would receive additional “bonus” shares of restricted common stock if the Bonus Shares Proposal (as defined below)
is approved at the Special Meeting.
|
PROPOSAL
1: ELECTION OF DIRECTORS
Our
Board of Directors currently consists of four members. Each nominated director elected at the Annual Meeting will serve until
the next annual meeting of stockholders and until their successors are duly elected and qualified.
Upon
the recommendation of the Nominations and Corporate Governance Committee, our Board of Directors has nominated each of the following
four persons to be elected to serve until the next annual meeting of stockholders and until their successors are duly elected
and qualified. Each of the nominees (i) currently serves on our Board of Directors (ii) has consented to being named in this Proxy
Statement and (iii) has agreed to serve as a director if elected. As of the date of this Proxy Statement, our Board of Directors
is not aware of any nominee who is unable or will decline to serve as a director.
THE
BOARD OF DIRECTORS RECOMMENDS USING THE ENCLOSED PROXY CARD TO VOTE FOR
THE
FOUR NOMINEES LISTED BELOW
Nominees
for Election to the Board of Directors
Name
|
|
Position
|
Srinidhi
“Dev” Devanur
|
|
Executive
Chairman of the Board and Director
|
Dimitrios
J. Angelis
|
|
Director
|
Thoranath
Sukumaran
|
|
Director
|
Carmo
Martella
|
|
Director
|
The
four nominees standing for election who receive the greatest number of votes cast at the 2020 annual meeting will be elected as
directors.
Information
about the Company’s Director Nominees
Set
forth below are descriptions of the backgrounds of each nominee and their principal occupations for at least the past five years
and their public-company directorships as of the Record Date. There are no family relationships among our directors and executive
officers. All ages are as of October 30, 2020.
In
addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and
skills that led our Board of Directors to the conclusion that he should serve as a director, we also believe that all of our director
nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business
acumen and an ability to exercise sound judgment, as well as a commitment of service to Ameri and our Board of Directors.
Srinidhi
“Dev” Devanur
|
Age
54
|
Director
since 2015
|
Executive
Chairman of the Board and Director
|
Mr.
Devanur’s biographical information is provided above under the heading “CORPORATE GOVERNANCE AND ETHICS- Executive
Officers.”
Dimitrios
J. Angelis
|
Age
50
|
Director
since 2015
|
Executive
Counsel at Life Sciences Law Group
|
Mr.
Angelis became a member of our Board in May 2015. Mr. Angelis currently works with the Life
Sciences Law Group, providing outside General Counsel advice to pharmaceutical, medical device and biologics companies. He is
also a director of Digirad Inc. (NASDAQ: DRAD) a leader in the field of nuclear gamma cameras for use in cardiology, women’s
health, pediatric and other imaging and neuropathy diagnostics applications. Previously, he has served as the Chief Executive
Officer of OTI America Inc., the U.S.-based subsidiary of publicly-held On Track Innovations Ltd., a pioneer of cashless payment
technology, since December 2013. His role was to oversee and monetize the extensive patent portfolio of over 100 U.S. and international
patents. Mr. Angelis has served as a director of On Track Innovations since December 2012, and served as its Chairman of the Board
from April 2013 until February 2015. From October 2012 until December 2013, Mr. Angelis served as the General Counsel of Wockhardt
Pharmaceuticals Inc., an international biologics and pharmaceutical company. From October 2008 to October 2012, Mr. Angelis was
a senior counsel at Dr. Reddy’s Laboratories, Ltd., a publicly-traded pharmaceutical company, and during 2008 he was the
Chief Legal Officer and Corporate Secretary of Osteotech, Inc., a publicly-traded medical device company, with responsibility
for managing the patent portfolio of approximately 42 patents. Prior to that, Mr. Angelis worked in the pharmaceutical industry
in various corporate, strategic and legal roles. In addition, he worked for McKinsey & Company, Merrill Lynch and the Japanese
government more than five years ago. He began his legal career as a transactional associate with the New York office of the law
firm Mayer Brown. Mr. Angelis holds a B.A. degree in Philosophy and English from Boston College, an M.A. in Behavioral Science
and Negotiation from California State University and a J.D. from New York University School of Law. The Board believes that Mr.
Angelis’ substantial experience as an accomplished attorney, negotiator and general counsel to public and private companies
in the healthcare field will enable him to bring a wealth of strategic, legal and business acumen to the Board, well qualifying
him to serve as a director.
Thoranath
Sukumaran
|
Age
68
|
Director
Since 2018
|
President
of Oakwood Strategy Consulting, Inc.
|
Mr.
Sukumaran became a member of our Board in December 2018. Mr. Sukumaran has been the President of Oakwood Strategy Consulting,
Inc, a consulting firm based in New Jersey, focusing on providing strategy and advisory services to middle market companies since
2012. He has held no directorships over the past five years. Prior to Oakwood, Mr. Sukumaran was a Senior Vice President at Morgan
Stanley in New York. Prior to that, he had held senior positions in wealth management and corporate banking with Smith Barney
and American Express Bank. Mr. Sukumaran has a Master’s Degree in Economics from Kerala University in India. Mr. Sukumaran
is active in numerous Indo-US trade associations and is the past President of the US-India American Chamber of Commerce, a trade
group focusing on Indo-US cross border trade and investment activities of middle market companies.
Carmo
Martella
|
Age
53
|
Director
Since 2019
|
Former
Chief Technology Officer of MedData
|
Mr.
Martella became a member of our Board in April 2019. Mr. Martella previously served as Chief Technology Officer of MedData from
January 2017 through January 2019. Prior to MedData, he was a Senior Director for Amtrak from August 2014 through January 2017.
Prior to that he held positions at Broto Legal (2013-2014) and IBM (1999-2013). He received his B.A. in education from Illinois
College and his MA-ABD from the University of Illinois at Springfield.
OUR
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION AS DIRECTOR OF EACH NOMINEE LISTED ON THE PROXY
CARD.
REPORT
OF THE AUDIT COMMITTEE
The
following is the report of the Audit Committee with respect to Ameri’s audited financial statements for the year ended December
31, 2019.
The
purpose of the Audit Committee is to assist the Board of Directors in its general oversight of Ameri’s financial reporting,
internal controls and audit functions. The Audit Committee does not itself prepare financial statements or perform audits, and
its members are not auditors or certifiers of the Company’s financial statements. In fulfilling its oversight responsibility
of appointing and reviewing the services performed by the Company’s independent registered public accounting firm, the Audit
Committee carefully reviews the policies and procedures for the engagement of the independent registered public accounting firm,
including the scope of the audit, audit fees, auditor independence matters and the extent to which the independent registered
public accounting firm may be retained to perform non-audit related services.
The
Company maintains an auditor independence policy that bans its auditors from performing non-financial consulting services, such
as information technology consulting and internal audit services. This policy mandates that the Audit Committee approve the audit
and non-audit services and related budget in advance, and that the Audit Committee be provided with quarterly reporting on actual
spending. This policy also mandates that the Company may not enter into auditor engagements for non-audit services without the
Audit Committee’s express approval. The Audit Committee charter describes in greater detail the full responsibilities of
the Audit Committee and is available on our website at www.ameri100.com. The Audit Committee is comprised solely of independent
directors as defined by Rule 5605(a)(2) of the NASDAQ listing standards.
The
Audit Committee met on five occasions during the year ended December 31, 2019. The Audit Committee met privately in executive
session with Ram Associates as part of each regular meeting and held private meetings with the Chief Financial Officer and other
officers of Ameri throughout the year.
In
accordance with the Audit Committee charter and the requirements of law, the Audit Committee pre-approves all services to be provided
by Ameri’s independent auditors, Ram Associates. Pre-approval is required for audit services, audit-related services, tax
services and other services.
The
Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2019 with the Company’s
management and Ram Associates, the Company’s independent registered public accounting firm. The Audit Committee has also
discussed with Ram Associates the matters required to be discussed by Auditing Standard No. 16, “Communications with Audit
Committees” issued by the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee also has
received and reviewed the written disclosures and the letter from Ram Associates required by applicable requirements of the PCAOB
regarding Ram Associates’ communications with the Audit Committee concerning independence, and has discussed with Ram Associates
its independence from the Company.
Based
on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the financial
statements referred to above be included in the Annual Report.
AUDIT
COMMITTEE
|
|
|
/s/
Dimitrios J. Angelis
|
|
/s/
Thoranath Sukumaran
|
|
/s/
Carmo Martella
|
|
PROPOSAL
2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The
Audit Committee of our Board of Directors is responsible for the appointment, compensation, retention and oversight of the work
of our independent registered public accounting firm. The Audit Committee is considering Ram Associates to serve as the Company’s
independent registered public accounting firm. Ram Associates has audited our financial statements since the year ended December
31, 2017. While it is not required to do so, the Audit Committee is submitting to stockholders for ratification the selection
of Ram Associates as the Company’s independent registered public accounting firm for the year ending December 31, 2020.
Notwithstanding ratification of the selection of Ram Associates to serve as the Company’s independent registered public
accounting firm, the Audit Committee will be under no obligation to select Ram Associates as the Company’s independent registered
public accounting firm.
We
expect that representatives of Ram Associates will be present or available via telephone at the Annual Meeting, will have an opportunity
to make a statement if they so desire and will be available to respond to appropriate questions.
Principal
Accounting Fees
In
May 2015, the Board selected Ram Associates as its independent accountant to audit the registrant’s financial statements.
Since they were retained, there have been (1) no disagreements between us and Ram Associates on any matters of accounting principle
or practices, financial statement disclosure, or auditing scope or procedures and (2) no reportable events within the meaning
set forth in Item 304(a)(1)(v) of Regulation S-K. Ram Associates has not issued any reports on our financial statements during
the previous two fiscal years that contained any adverse opinion or a disclaimer of opinion or were qualified or modified as to
uncertainty, audit scope or accounting principle. In connection with the audit of the 2015 financial statements, we entered into
an engagement agreement with Ram Associates which sets forth the terms by which Ram Associates has performed audit and related
professional services for us.
The
following table sets forth the aggregate accounting fees paid by us for the year ended December 31, 2019 and the year ended December
31, 2018. The below fees were paid to the firm Ram Associates. All non-audit related services in the table were pre-approved and/or
ratified by the Audit Committee of our Board of Directors.
|
|
Year
Ended
December
31, 2019
|
|
|
Year
Ended
December
31, 2018
|
|
Type
of Fees
|
|
|
|
|
|
|
Audit Fees
|
|
$
|
85,000
|
|
|
$
|
85,000
|
|
Audit Related Fees
|
|
|
-
|
|
|
|
—
|
|
Tax Fees
|
|
$
|
11,500
|
|
|
|
—
|
|
All Other Fees
|
|
|
-
|
|
|
|
|
|
Total
|
|
$
|
96,500
|
|
|
$
|
85,500
|
|
Types
of Fees Explanation
Audit
Fees. Audit fees were incurred for accounting services rendered for the audit of our consolidated financial statements
for the years ended December 31, 2019 and 2018 and reviews of quarterly consolidated financial statements.
Tax
Fees. Tax fees were incurred for Preparation and filing of consolidated state and federal tax returns.
Audit
Committee Pre-Approval of Services by Independent Registered Public Accounting Firm
Section
10A(i)(1) of the Exchange Act and related SEC rules require that all auditing and permissible non-audit services to be performed
by our principal accountants be approved in advance by the Audit Committee of the Board. Pursuant to Section 10A(i)(3) of the
Exchange Act and related SEC rules, the Audit Committee has established procedures by which the Chairman of the Audit Committee
may pre-approve such services provided that the pre-approval is detailed as to the particular service or category of services
to be rendered and the Chairman reports the details of the services to the full Audit Committee at its next regularly scheduled
meeting.
The
audit committee has considered the services provided by RAM Associates as disclosed above in the captions “audit fees”
and “all other fees” and has concluded that such services are compatible with the independence of RAM Associates as
our principal accountant.
Our
Board has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services
for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
OUR
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF RAM ASSOCIATES AS OUR
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020, ON THE PROXY CARD.
EXECUTIVE
COMPENSATION
Role
and Authority of Compensation Committee
The
Compensation Committee currently consists of Messrs. Angelis and Sukumaran. Messrs. Angelis and Sukumaran are each a “non-employee
director” within the meaning of Rule 16b-3 under the Securities and Exchange Act of 1934 and an “outside director”
within the meaning of Section 162(m) of the Internal Revenue Code. Messrs. Angelis and Sukumaran and satisfy the independence
requirements imposed by the NASDAQ Stock Market.
The
Compensation Committee is responsible for discharging the responsibilities of the Board of Directors with respect to the compensation
of our executive officers. The Compensation Committee recommends overall compensation of our executive officers to the Board of
Directors. The Board of Directors approves all compensation of our executive officers. The Compensation Committee also periodically
reviews director compensation.
The
charter of the Compensation Committee permits the Compensation Committee to engage outside consultants and to consult with our
human resources department when appropriate to assist in carrying out its responsibilities. Compensation consultants have not
been engaged by the Company to recommend or assist in determining the amount or form of compensation for any current executive
officers or directors of the Company.
The
Committee may also obtain advice and assistance from internal or external legal, accounting, or other advisers selected by the
Committee.
Elements
of Executive Compensation
Our
executive compensation consists of the following elements:
|
●
|
Base
Salary
|
|
|
|
|
●
|
Annual
Bonus
|
|
|
|
|
●
|
Long-Term
Incentives; and
|
|
|
|
|
●
|
Retirement
benefits under 401(k) plan and generally available benefit programs.
|
Base
Salary. The base salary for each executive is initially established through negotiation at the time the executive is hired,
taking into account his or her scope of responsibilities, qualifications, experience, prior salary, and competitive salary information
within our industry. Year-to-year adjustments to each executive officer’s base salary are determined by an assessment of
his or her sustained performance against individual goals, including leadership skills and the achievement of high ethical standards,
the individual’s impact on our business and financial results, current salary in relation to the salary range designated
for the job, experience, demonstrated potential for advancement, and an assessment against base salaries paid to executives for
comparable jobs in the marketplace..
Annual
Bonus. Annual bonus payments under our executive employment agreements are based on the discretion of our Board of Directors.
We believe that such bonuses provide our executives with an incentive to achieve goals that are aligned with our stockholders’
interests, with the achievement of such goals being measurable in terms of revenue and income or other financial objectives. An
executive officer’s failure to achieve measurable performance goals can affect his or her bonus amount. We believe that
offering significant potential income in the form of bonuses allows us to attract and retain executives and to align their interests
with those of our stockholders.
Long-Term
Incentives. The Compensation Committee has the ability to grant equity instruments to our executives under our 2015 Equity
Incentive Award Plan. The Compensation Committee has the ability to issue a variety of instruments, but equity grants will typically
be in the form of stock options and restricted stock units. We believe that our executive compensation program must include long-term
incentives such as stock options and restricted stock units if we wish to hire and retain high-level executive talent. We also
believe that stock options and restricted stock units help to provide a balance to the overall executive compensation program
as base salary and bonus awards focus only on short-term compensation. In addition, the vesting period of stock options and restricted
stock units encourages executive retention and the preservation of stockholder value. Finally, we believe that aligning at least
a portion of restricted stock units vesting provisions to financial performance measures further aligns executive compensation
to stockholder value; if performance targets are not achieved, then the awards do not vest. We base the number of equity units
granted on the type and responsibility level of the executive’s position, the executive’s performance in the prior
year and the executive’s potential for continued sustained contributions to our long-term success and the long-term interests
of our stockholders.
401(k)
and Other Benefits. During 2019, our executive officers were eligible to receive certain benefits generally available
to all our employees on the same terms, including medical, dental and vision insurance, long-term and short-term disability insurance,
life and accidental death and dismemberment insurance, health and dependent care flexible spending accounts, educational and employee
assistance, paid-time-off, and certain other benefits. During 2015, we also maintained a tax-qualified 401(k) Plan, which provides
for broad-based employee participation. During 2019, under the 401(k) Plan, at the Company’s discretion, all employees were
eligible to receive matching contributions from Ameri of (i) 100% of their first 3% of employee contributions and (ii) 50% of
the next 2% of employee contributions up to an aggregate maximum of $10,600 per employee, per year, subject to vesting provisions.
Compensation
Risk Assessment. In establishing and reviewing our overall compensation program, the Compensation Committee considers
whether the program and its various elements encourage or motivate our executives or other employees to take excessive risks.
We believe that our compensation program and its elements are designed to encourage our employees to act in the long-term best
interests of the Company and are not reasonably likely to have a material adverse effect on our business.
The
Impact of Tax and Accounting Treatments on Elements of Compensation
We
have elected to award non-qualified stock options instead of incentive stock options to all our employees, directors and consultants
to allow the corporation to take advantage of the more favorable tax advantages associated with non-qualified stock options.
Internal
Revenue Code Section 162(m) precludes us from deducting compensation in excess of $1.0 million for certain employees. To date,
we have not exceeded the $1.0 million limit for those employees, and the Compensation Committee has not defined a policy that
all compensation must be deductible. However, since stock-based awards comprise a significant portion of total compensation, the
Compensation Committee has taken appropriate steps to preserve deductibility for such awards in the future, when appropriate.
Summary
Compensation Table
The
following table provides information regarding the compensation earned during the years ended December 31, 2019 and December 31,
2018 by our Chief Executive Officer and our two other most highly compensated executive officers (our “Named Executive Officers”)
who were employed by us during such years.
|
|
Transition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Non-Qualified
|
|
|
|
|
|
|
|
|
|
Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Deferred
|
|
|
|
|
|
|
|
Name &
|
|
or Fiscal
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Plan
|
|
|
Compensation
|
|
|
All
Other
|
|
|
|
|
Principal
|
|
Year
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Earnings
|
|
|
Compensation
|
|
|
Total
|
|
Position
|
|
Ended
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
Brent
|
|
12/31/2019
|
|
|
250,000
|
|
|
|
-
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
250,000
|
|
Kelton
|
|
12/31/2018
|
|
|
250,000
|
|
|
|
100,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
350,000
|
|
Chief
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barry
|
|
12/31/2019
|
|
|
200,000
|
|
|
|
-
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
200,000
|
|
Kostiner
|
|
12/31/2018
|
|
|
50,000
|
|
|
|
10,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
60,000
|
|
Chief
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Srinidhi (Dev)
|
|
12/31/2019
|
|
|
250,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
250,000
|
|
Devanur
|
|
12/31/2018
|
|
|
250,000
|
|
|
|
50,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
300,000
|
|
Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grants
of Plan-Based Awards
During
the year ended 2019 the company did not grant any options to purchase shares of our common stock to employees and directors.
Outstanding
Equity Awards at Fiscal Year-End
As
of December 31, 2019, there were no outstanding equity incentive awards held by any of our named executive officers pursuant to
our equity incentive plans.
2019
and 2020 Bonus Grants
On
January 9, 2020, in reliance on applicable exemption from the securities laws registration requirements, and subject to the Ameri’s
stockholders’ approval for purposes of compliance with the Nasdaq Rule 5635(c), Ameri’s board of directors awarded
an aggregate of 270,541 restricted shares of Ameri common stock as compensation in lieu of cash performance bonuses. On October
19, 2020, in reliance on applicable exemption from the securities laws registration requirements, and subject to the Ameri’s
stockholders’ approval for purposes of compliance with the Nasdaq Rule 5635(c) and continued service through the end of
the 2020 fiscal year, Ameri’s board of directors awarded an aggregate of up to 354,730 restricted shares of Ameri common
stock as compensation in lieu of cash performance bonuses.
The
restricted shares approved by Ameri’s board of directors in January 2020 represent aggregate bonus payments of $675,000
divided by a price of $2.495, which is the closing price on the day immediately preceding board approval. The restricted shares
approved by Ameri’s board of directors in October 2020 represent aggregate bonus payments of $525,000 divided by a price
of $1.48, which is the closing price on the day immediately preceding board approval.
The
Bonus Grants noted above are subject to stockholder approval at the Special Meeting.
Employment
Agreements; Potential Payments Upon Termination or Change of Control Under Employment Agreements
In
connection with the appointment of Mr. Devanur as Executive Chairman, the Company and Mr. Devanur entered into an amended and
restated employment agreement (the “Employment Agreement”), pursuant to which the Company agreed to pay Mr. Devanur
a base salary of $250,000 per year. The term of the Employment Agreement is initially for three years. Additionally, Mr. Devanur
shall be eligible to earn a bonus of up to 100% of his base salary upon the achievement of pre-established performance targets
set by the Board.
On
October 17, 2018, pursuant to an employment letter (the “Employment Letter”), Mr. Kostiner will receive an annual
base salary of $200,000 and be eligible for bonus payments of up to an aggregate of $50,000 as determined by the Board of Directors,
based on meeting and exceeding mutually agreed upon annual performance goals. Additionally, Mr. Kostiner received an option to
purchase 6,000 shares of common stock with an exercise price based on the closing price of the Company’s common stock on
the grant date and expiring on the fifth anniversary of the grant date. The option vests in thirds on each of the first through
third anniversaries of October 17, 2018, the grant date.
Mr.
Kostiner’s Employment Letter has a term lasting through December 31, 2019, subject to automatic one-year renewals thereafter,
unless the Company or Mr. Kostiner delivers written notice of non-renewal to the other party at least 60 days prior to the relevant
renewal date. In addition, the Employment Letter is subject to early termination by him or the Company in accordance with the
terms of the Employment Letter. The Employment Letter also contains covenants restricting Mr. Kostiner from soliciting the Company’s
employees or customers for a period of two years after the termination of Mr. Kostiner’s employment with the Company, and
prohibiting him from disclosure of confidential information regarding the Company at any time.
Securities
Authorized for Issuance Under Equity Compensation Plans
On
April 20, 2015, our Board and the holder of a majority of our outstanding shares of common stock approved the adoption of our
2015 Equity Incentive Award Plan (the “Plan”) and a grant of discretionary authority to the executive officers to
implement and administer the Plan. The Plan allows for the issuance of up to 160,000 shares of our common stock for award grants
(all of which can be incentive stock options). The Plan provides equity-based compensation through the grant of cash-based awards,
nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance
shares, performance units and other stock-based awards. The Board of Directors adopted the Plan to provide a means by which our
employees, directors, officers and consultants may be granted an opportunity to purchase our common stock, to assist in retaining
the services of such persons, to secure and retain the services of persons capable of filling such positions and to provide incentives
for such persons to exert maximum efforts for our success.
Under
Plan, our board of directors determines the exercise price to be paid for the shares, the period within which each option may
be exercised, and the terms and conditions of each option. The exercise price of the incentive and non-qualified stock options
may not be less than 100% of the fair market value per share of our common stock on the grant date. If an individual owns stock
representing more than 10% of the outstanding shares, the price of each share of an incentive stock option must be equal to or
exceed 110% of fair market value.
The
following table sets forth information regarding our equity compensation plans as of December 31, 2019:
Plan
Category
|
|
Number
of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
|
|
Number
of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column
(a))
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
Equity compensation plans
approved by security holders
|
|
|
109,938
|
|
|
$
|
29.25
|
|
|
|
42,114
|
|
Warrants and options issued outside
of our equity
|
|
|
|
|
|
|
|
|
|
|
|
|
compensation
Plan
|
|
|
|
|
|
|
|
|
|
|
—
|
|
Total
|
|
|
109,938
|
|
|
$
|
29.25
|
|
|
|
42,114
|
|
DIRECTOR
COMPENSATION
Directors
are expected to timely and fully participate in all regular and special board meetings, and all meetings of committees that they
serve on.
The
following table sets forth the cash compensation, as well as certain other compensation earned by each person who served as a
director of our company, during the year ended December 31, 2019:
|
|
Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earned
|
|
|
|
|
|
RSU &
|
|
|
|
|
|
|
|
|
|
or
Paid
|
|
|
Stock
|
|
|
Option
|
|
|
All
Other
|
|
|
|
|
|
|
in
Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Total
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Srinidhi “Dev” Devanur
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Dimitrios J. Angelis
|
|
|
72,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
72,000
|
|
Carmo Martella
|
|
|
64,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
64,000
|
|
James Shad*
|
|
|
17,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
17,000
|
|
David Luci**
|
|
|
14,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
14,000
|
|
Thoranath Sukumaran
|
|
|
70,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
70,000
|
|
TOTAL
|
|
|
237,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
237,000
|
|
*Resigned from Board effective February 11, 2019.
** Resigned from Board effective March 28, 2019.
Special
Committee Compensation
On
August 12, 2020, we, Jay Pharma Inc. (“Jay Pharma”) and certain other
signatories thereto entered into a tender agreement (as may be amended from time to time, the “Tender Agreement”),
which provides that, among other things, Ameri will make a tender offer (such offer, as it may be amended or supplemented from
time to time as permitted under the Tender Agreement, the “Offer”) to purchase all of the outstanding common shares
of Jay Pharma for the number of shares of Resulting Issuer common stock equal to the exchange ratio set forth in the Tender Agreement,
and Jay Pharma will become a wholly-owned subsidiary of Ameri, on the terms and conditions set forth in the Tender Agreement.
The Tender Agreement terminates and replaces in its entirety the Amalgamation Agreement, dated as of January 10, 2020, previously
entered into by and among the parties thereto (the “Original Amalgamation Agreement”). In connection with the Offer,
Ameri formed a special committee of three directors (Thoranath Sukumaran, Carmo Martella and Dimitrios Angelis). The special committee
members are entitled to compensation of $8,000 per month, which as of October 30, 2020 has aggregated to payments of $136,000
to each member, including $56,000 in payments made to each member in 2019 and $72,000 in payments made to each member in 2020.
RELATED
PERSON TRANSACTIONS AND SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The
following represent transactions or series of similar transactions, since January 1, 2018 to which we have been a participant
in which the amount involved exceeded or will exceed the lesser of (a) $120,000 or (b) 1% of our average total assets at year
end for the last two completed fiscal years, and in which any of our director, executive officer, holder of more than 5% of our
capital stock, promotor or certain control person or any member of their immediate family had or will have a direct or indirect
material interest.
Spin-Off
On
January 10, 2020, Ameri and Ameri100 Inc. (“Private Ameri”) entered into a Share Purchase Agreement (the “Share
Purchase Agreement”) pursuant to which Ameri will contribute, transfer and convey to Private Ameri all of the issued and
outstanding equity interests of the existing subsidiaries of Ameri, constituting the entire business and operations of Ameri and
its subsidiaries, and wherein Private Ameri will assume the liabilities of such subsidiaries (the “Spin-Off”). Srinidhi
“Dev” Devanur, Ameri’s executive Chairman, is the owner of all the current issued and outstanding capital stock
of Private Ameri. Srinidhi “Dev” Devanur and Brent Kelton, Ameri’s Chief Executive Officer, will continue to
be employed by Private Ameri.
2019
and 2020 Bonus Grants
On
January 9, 2020, in reliance on applicable exemption from the securities laws registration requirements, and subject to the Ameri’s
stockholders’ approval for purposes of compliance with the Nasdaq Rule 5635(c), Ameri’s board of directors awarded
an aggregate of 270,541 restricted shares of Ameri common stock as compensation in lieu of cash performance bonuses. On October
19, 2020, in reliance on applicable exemption from the securities laws registration requirements, and subject to the Ameri’s
stockholders’ approval for purposes of compliance with the Nasdaq Rule 5635(c) and continued service through the end of
the 2020 fiscal year, Ameri’s board of directors awarded an aggregate of up to 354,730 restricted shares of Ameri common
stock as compensation in lieu of cash performance bonuses.
The
restricted shares approved by Ameri’s board of directors in January 2020 represent aggregate bonus payments of $675,000
divided by a price of $2.495, which is the closing price on the day immediately preceding board approval. The restricted shares
approved by Ameri’s board of directors in October 2020 represent aggregate bonus payments of $525,000 divided by a price
of $1.48, which is the closing price on the day immediately preceding board approval.
Both
the Spin-Off and the Bonus Grants noted above are subject to stockholder approval at the Company’s special meeting, that
will take place following this Annual Meeting (the “Special Meeting”).
Director
Independence
Our
Board of Directors has determined that all directors, except for Srinidhi Devanur, our Executive Chairman, are independent
directors (as currently defined in Rule 5605(a)(2) of the NASDAQ listing rules). In determining the independence of our directors,
the Board of Directors considered all transactions in which the Company and any director had any interest, including those discussed
under “Related Transactions.”
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires Ameri’s directors, executive officers and holders of more than 10% of its common stock
to file with the SEC reports regarding their ownership and changes in ownership of Ameri’s securities. Based solely on a
review of the copies of reports furnished to the Ameri and written representations that no other reports were required, Ameri
believes that during the year ended December 31, 2019 the executive officers and directors of the Company timely complied with
all applicable filing requirements.
STOCKHOLDER
PROPOSALS
Stockholder
proposals intended for inclusion in next year’s proxy statement pursuant to Rule 14a-8 promulgated under the Exchange Act
must be directed to the Corporate Secretary, Ameri Holdings, Inc., Ameri Holdings, Inc., 4080 McGinnis Ferry Road, Suite 1306,
Alpharetta, Georgia 30005 and must be received by July 8, 2021. In order for proposals of stockholders made outside of Rule 14a-8
promulgated under the Exchange Act to be considered “timely” within the meaning of Rule 14a-4(c) promulgated under
the Exchange Act, such proposals must be received by the Corporate Secretary at the above address by at least 90 days before the
next meeting and must also be submitted in accordance with the requirements of our bylaws.
ANNUAL
REPORT
We
are concurrently sending all of our stockholders of record as of the Record Date, a copy of our Annual Report on Form 10-K for
the year ended December 31, 2019. The Annual Report on Form 10-K contains Ameri’s certified consolidated financial statements
for the year ended December 31, 2019, including that of Ameri’s subsidiaries.
A
copy of our Annual Report on Form 10-K will also be furnished without charge upon receipt of a written request identifying the
person so requesting a report as a stockholder of Ameri at such date to any person who was a beneficial owner of our common stock
on the Record Date. Requests should be directed to Investor Relations, Ameri Holdings, Inc., Ameri Holdings, Inc., 4080 McGinnis
Ferry Road, Suite 1306, Alpharetta, Georgia 30005.
HOUSEHOLDING
OF PROXY MATERIALS
The
SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy
statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement
addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means
extra convenience for stockholders and cost savings for companies.
A
number of brokers with account holders who are Ameri stockholders may be “householding” our proxy materials. In that
event, a single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have
been received from the affected stockholders. Once you have received notice from your broker that they will be “householding”
communications to your address, “householding” will continue until you are notified otherwise or until you revoke
your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate
proxy statement and annual report, please notify your broker. Stockholders who currently receive multiple copies of the proxy
statement at their address and would like to request “householding” of their communications should contact their broker.
GENERAL
Cost
of Solicitation
We
have retained Kingsdale Advisors to assist us in the solicitation of proxies for a fee of up to $7,500 plus out-of-pocket expenses.
To date, we have incurred approximately $2,500 of these solicitation costs.
Other
Matters
The
Board of Directors is not aware of any other matters that are to be presented for action at the Annual Meeting. However, if any
other matters properly come before the Annual Meeting, your shares of common stock will be voted in accordance with the best judgment
of the designated proxy holders (who are identified on the enclosed proxy card).
It
is important that you vote promptly to avoid unnecessary expense. Please vote by internet, or, if you receive a paper copy of
the proxy materials, please sign, date and promptly mail the enclosed proxy card or use the internet voting procedures described
on the proxy card.
|
By
Order of the Board of Directors,
|
|
|
|
/s/
Srinidhi “Dev” Devanur
|
|
Srinidhi
“Dev” Devanur
Executive
Chairman of the Board
|
Dated:
November 3, 2020
2020
ANNUAL MEETING OF STOCKHOLDERS OF
AMERI
HOLDINGS, INC.
Ameri
Holdings, Inc., 4080 McGinnis Ferry Road, Suite 1306
Alpharetta,
Georgia 30005
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Srinidhi “Dev” Devanur and Barry Kostiner, or any of them, each with the power of substitution,
are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess
if personally present, at the 2020 Annual Meeting of Stockholders of Ameri Holdings, Inc. to be held on December 15, 2020 or at
any postponement or adjournment thereof, and to vote all shares of common stock which the undersigned would be entitled to vote
if then and there personally present on the matters set forth on the reverse side.
THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS IDENTIFIED IN ITEMS 1 AND 2. WHEN PROPERLY EXECUTED,
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED: “FOR” THE PROPOSALS IDENTIFIED IN ITEMS 1 AND 2, AND AS THE PROXY HOLDERS MAY DETERMINE IN THEIR DISCRETION
WITH REGARD TO ANY OTHER MATTER PROPERLY BROUGHT BEFORE THE ANNUAL MEETING.
PLEASE
MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.
(Continued
and to be signed on the reverse side)
2020
ANNUAL MEETING OF STOCKHOLDERS OF AMERI HOLDINGS, INC.
December
15, 2020
VOTE
BY INTERNET – www.proxypush.com/amrh
Use
the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time
the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions
to obtain your records and to create an electronic voting instruction form.
ELECTRONIC
DELIVERY OF FUTURE PROXY MATERIALS
If
you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future
proxy statements, proxy cards and annual reports electronically, via e-mail or the internet. To sign up for electronic delivery,
please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access
proxy materials electronically in future years.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope we have provided.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSALS IDENTIFIED IN ITEMS 1 AND 2. PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [ ]
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THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSALS IDENTIFIED IN ITEMS 1 AND 2. PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [ ]
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1.
Election of Directors:
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FOR
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AGAINST
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ABSTAIN
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FOR ALL NOMINEES
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WITHHOLD AUTHORITY
FOR
ALL NOMINEES
[ ]
FOR ALL EXCEPT
(See
instructions below)
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NOMINEES:
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2.
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The ratification of the appointment of Ram Associates as the
independent auditors for the fiscal year ending December 31, 2020.
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[ ]
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[ ]
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○ Srinidhi “Dev” Devanur
○ Dimitrios
J. Angelis
○ Thoranath
Sukumaran
○ Carmo
Martella
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The
undersigned acknowledges receipt from the Company before the execution of this proxy of the Notice of Annual Meeting of Stockholders,
a Proxy Statement for the Annual Meeting of Stockholders and the 2018 Annual Report to Stockholders.
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INSTRUCTIONS
: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in
the circle next to each nominee you wish to withhold, as shown here:
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MARK
“X” HERE IF YOU PLAN TO ATTEND THE MEETING. [ ]
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To
change the address on your account, please check the box at right and indicate your new address in the address space above.
Please note that changes to the registered name(s) on the account may not be submitted via this method.
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[ ]
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Signature
of Stockholder
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Date:
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Signature
of Stockholder
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Date:
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Note:
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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 corporation name by duly authorized officer, giving full title as such. If signer is a partnership, please
sign in partnership name by authorized person.
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