Additional Proxy Soliciting Materials (definitive) (defa14a)
June 10 2022 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☐ |
Preliminary
Proxy Statement |
☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ |
Definitive
Proxy Statement |
☒ |
Definitive
Additional Materials |
☐ |
Soliciting
Material Under Rule 14a-12 |
STRYVE
FOODS, 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):
☒ |
No
fee required. |
|
|
☐ |
Fee
paid previously with preliminary materials. |
|
|
☐ |
Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
STRYVE
FOODS, INC.
5801
Tennyson Parkway, Suite 275
Plano,
TX 75024
2022
ANNUAL MEETING OF STOCKHOLDERS
To
Be Held June 24, 2022
Supplement
to Definitive Proxy Statement dated May 2, 2022
On
May 2, 2022, Stryve Foods, Inc. (the “Company”) filed a definitive proxy statement (the “Proxy Statement”) with
the Securities and Exchange Commission, which was distributed in connection with the Company’s 2022 Annual Meeting of Stockholders
to be held on June 24, 2022 (the “Annual Meeting”). The Company is providing this supplement solely to reduce the number
of candidates nominated by the Company’s Board of Directors, as described below. This supplement does not modify, amend, supplement
or otherwise affect any matter presented for consideration in the Proxy Statement other than with respect to the election of Directors.
Reduction
in Candidates Nominated by the Board of Directors for Election as Directors at the Annual Meeting
On
June 2, 2022, Charles Vogt, a member of the Board of Directors notified the Company of his intent not to seek re-election as director
of the Company at the Annual Meeting in order to focus on the continued growth of DZS INC. Accordingly, Mr. Vogt’s term as a director
will end on June 24, 2022.
In
connection with Mr. Vogt’s departure from the Board, the Board of Directors of the Company will decrease the size of the Board
from nine to eight directors to eliminate the vacancy caused by such departure effective upon Mr. Vogt’s departure. Accordingly,
the Company’s Board of Directors has authorized a reduction in the slate of nominees for election as a Class I Director from three
directors to the following two directors: Kevin Vivian and Robert Ramsey. The revised list of nominees approved by the Board of Directors
comprises each of the current Class I director nominees other than Mr. Charles Vogt.
Accordingly,
at the Annual Meeting, our stockholders will vote to elect Kevin Vivian and Robert Ramsey as Class I directors to serve until our 2025
Annual Meeting of Stockholders and until their successors are duly elected and qualified. Assuming the election of Kevin Vivian and Robert
Ramsey at the Annual Meeting, there will be a total of eight directors with two directors in Class I (Kevin Vivian and Robert Ramsey),
three directors in Class II (B. Luke Weil, Mauricio Orellana and Gregory S. Christenson) and three directors in Class III (Christopher
J. Boever, Joe Oblas and Ted Casey).
Information
about each of our director nominees (as of April 15, 2022) is set forth below. Each director nominee is currently serving as a director.
Nominees
for Election at the Annual Meeting
Kevin
Vivian (Age 63). Since the consummation of the business combination (the “Business Combination”) between Andina Acquisition
Corp. III (“Andina”) and Stryve Foods, LLC (“Stryve”), Kevin Vivian has served as a member of the Company’s
Board. Mr. Vivian served as a manager of Stryve from April 2018 until the Business Combination. Prior to such time, Mr. Vivian worked
for 32 years for Pepsi Co., retiring in May 2018 after serving as its Senior Vice President of National Sales since January 2012 and
the Division Vice President for Frito Lay from January 2002 through January 2012. Mr. Vivian has a BBA from Western Michigan. We believe
Mr. Vivian is qualified to serve on the Company’s Board due to his years of experience as an executive in the consumer snacking
industry.
Robert
“Bo” D. Ramsey III (Age 41). Since the consummation of the Business Combination, Mr. Ramsey has served as a member of
the Company’s Board. Mr. Ramsey served as a manager of Stryve from April 2019 until the Business Combination. Mr. Ramsey has served
as the Chief Investment Officer for Oxford Financial Group, Ltd. since February 2021 and as a director since January 1, 2022. Prior to
joining Oxford, he served as Co-Chief Investment Officer at Pendyne Capital, LLC from February 2020 through February 2021, where he managed
alternative investment portfolios, after having worked there since October 2017. Prior to his time at Pendyne Capital, Mr. Ramsey was
Deputy Chief Investment Officer at Indiana Public Retirement System from July 2016 through October 2017 after having worked there since
April 2012. Mr. Ramsey received his Bachelor of Science and his MBA from Indiana University Kelley School of Business. He received his
J.D. from Indiana University McKinney School of Law, where he graduated cum laude. He is a Chartered Financial Analyst and a Chartered
Alternative Investment Analyst. Mr. Ramsey is a Board Member and Investment Committee Member of the Indianapolis Symphony Orchestra Foundation,
an Advisory Board Member of Pacenote Capital, LLC and a Board Member of Top Echelon Software, Polywood, LLC, Innovative Displayworks,
Inc., and Tile Redi, LLC. We believe Mr. Ramsey is qualified to serve on the Company’s Board due to his extensive experience as
an investment manager.
Voting;
Revocability of Proxies
Except
as described above, this supplement to the Proxy Statement does not modify, amend, supplement, or otherwise affect the Proxy Statement.
Any votes received for Mr. Charles Vogt before or after the date of this supplement will be disregarded, not counted and will not impact
the election of directors. Accordingly, if you have already voted, you do not need to vote again unless you would like to change or revoke
your prior vote on any proposal. If you would like to change or revoke your prior vote on any proposal, please refer to the Proxy Statement
for instructions on how to do so.
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