Table of Contents
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:
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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JanOne
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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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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☐
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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JanOne Inc.
325 E. Warm Springs Road, Suite 102
Las Vegas, NV 89119
__________________________
NOTICE OF 2019 ANNUAL MEETING
OF STOCKHOLDERS
Las Vegas, Nevada
October 2, 2019
Dear Stockholder:
The 2019
Annual Meeting of Stockholders of JanOne Inc. (formerly known as Appliance Recycling Centers of America, Inc.), a Nevada
corporation, will be held on Monday, November 4, 2019, at 10:00 a.m., Pacific Time, at our principal executive
offices located at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119 for the following purposes:
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1.
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To elect five directors to our Board of Directors.
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2.
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To hold an advisory vote to approve named executive officer compensation.
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3.
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To ratify the appointment of SingerLewak LLP as the Company’s independent registered public accounting firm for fiscal year 2019.
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4.
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To hold an advisory vote on the frequency of future advisory votes on executive compensation.
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5.
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To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the meeting.
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The Board of Directors has fixed the close
of business on September 23, 2019 as the record date for the 2019 Annual Meeting. Only the holders of record of our common stock
or Series A-1 Convertible Preferred Stock as of the close of business on the record date are entitled to receive notice of, and
to vote at, the 2019 Annual Meeting and any adjournment thereof. We have also enclosed with this notice (i) our Annual Report on
Form 10-K, as amended, for the fiscal year ended December 29, 2018 and (ii) a Proxy Statement.
Your
vote is extremely important regardless of the number of shares you own.
Whether
you own a few shares or many, and whether or not you plan to attend the Annual Meeting in person, it is important that your shares
be represented and voted at the meeting. You may vote your shares on the Internet, by telephone, or by completing, signing, and
promptly returning a proxy card or you may vote in person at the Annual Meeting. Voting online, by telephone, or by returning your
proxy card does not deprive you of your right to attend the Annual Meeting.
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By Order of the Board of Directors,
/s/ Michael J. Stein
Michael J. Stein, Corporate Secretary
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The
proxy statement is dated October 2, 2019 and is first being made available to stockholders on or about October 2, 2019.
Important Notice Regarding the Availability
of Proxy Materials for the Annual Meeting of Stockholders to be held on November 4, 2019: The Proxy Statement and Annual Report
are available at www.proxy.docs.com/JAN.
TABLE OF CONTENTS
JanOne Inc.
325 E. Warm Springs Road, Suite 102
Las Vegas, Nevada 89119
(800) 977-6038
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 4, 2019
This
Proxy Statement relates to the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of JanOne Inc.
(formerly known as Appliance Recycling Centers of America, Inc.) (“JanOne” or the “Company”). The
Annual Meeting will be held on Monday, November 4, 2019, at 10:00 a.m. Pacific Time, at our corporate offices located at 325
E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119, or at such other time and place to which the Annual Meeting may be
adjourned or postponed. The enclosed proxy is solicited by the Company’s Board of Directors (the “Board”).
The proxy materials relating to the Annual Meeting are first being mailed to stockholders entitled to vote at the Annual
Meeting on or about October 2, 2019. References in this Proxy Statement to “2018” or “fiscal 2018”
refer to the Company’s fiscal year ended December 29, 2018.
QUESTIONS
AND ANSWERS About the ANNUAL Meeting
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Q:
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What is the purpose of the Annual Meeting?
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A:
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At the Annual Meeting, holders of our common stock and Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred
Stock”) will act upon the matters outlined in the accompanying Notice of Annual Meeting and this Proxy Statement, including
the (i) election of five directors to the Board, (ii) holding of an advisory vote to approve named executive officer compensation,
(iii) ratification of the Audit Committee’s appointment of SingerLewak LLP (“SingerLewak”) as the Company’s
independent registered public accounting firm for the 2019 fiscal year, and (iv) holding of an advisory vote on the frequency of
future advisory votes on executive compensation.
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What are the Board’s recommendations?
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A:
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The Board recommends a vote:
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FOR election of the nominated slate of
directors;
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FOR the advisory vote to approve named executive officer
compensation;
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FOR the ratification of the Audit Committee’s
appointment of SingerLewak as the Company’s independent registered public accounting firm for the 2019 fiscal year;
and
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3 YEARS for the advisory vote on the frequency of future
advisory votes on executive compensation.
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With respect to any other matter that properly comes
before the meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion.
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Q:
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Who is entitled to attend the Annual Meeting?
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A:
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All holders of common stock and/or Series A-1 Preferred Stock as of the record date, September 23, 2019, or their duly
appointed proxies, may attend the Annual Meeting.
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Who is entitled to vote at the Annual Meeting?
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A:
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Only stockholders of record of outstanding shares of common stock and/or Series A-1
Preferred Stock of the Company at the close of business on
the record date are entitled to receive notice of and to vote at the Annual
Meeting, or any postponement or adjournment of the Annual Meeting. Each outstanding share of common stock entitles its holder
to cast one vote on each matter to be voted upon. Each
outstanding share of Series A-1 Preferred Stock entitles its holder to
cast 17 votes per share on each matter to be voted upon, as pursuant to the formula described in the Certificate of
Designation of the Preferences, Rights, and Limitations of the Series A-1 Convertible Preferred Stock of JanOne (in its
former name of Appliance Recycling Centers of America, Inc.) filed by the Company with the Nevada Secretary of State on June
21, 2019. The shares of common stock and Series A-1 Preferred Stock will vote together as a single class for all proposals
at the Annual Meeting. The holders of outstanding common
stock are entitled to a total of 1,971,779 votes. The holders of
Series A-1 Preferred Stock are entitled to a total of 4,415,393 votes. As of the date of this Proxy Statement, no holder of Series A-1 Preferred Stock has converted its shares
of Series A-1 Preferred Stock into shares of the Company’s common stock.
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What constitutes a quorum?
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A:
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The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of
the voting power of the common stock and Series A-1 Preferred Stock outstanding on the record date will constitute a quorum.
A quorum is required for business to be conducted at the Annual Meeting. You will be considered part of the quorum if you
submit a properly executed proxy card, vote your proxy by
using the internet voting service, or vote your proxy by using the toll-free
telephone number listed on the proxy card, even if you abstain from voting. Shares held in “street name” by
brokers that are voted on at least one proposal to come before the Annual Meeting will be counted as present in determining
whether there is a quorum.
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Q:
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How do I vote my shares if they are registered directly
in my name?
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A:
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We offer four methods for you to vote your shares at the Annual Meeting. While we
offer four methods, we encourage you to vote through the Internet or by telephone, as they are the most cost-effective
methods for the Company. We also recommend that you vote as soon as possible, even if you are planning to attend the
Annual Meeting, so that the vote count will not be delayed. Both the Internet and the telephone provide convenient,
cost-effective alternatives to returning your proxy card by mail. There is no charge to vote your shares via the Internet,
though you may incur costs associated with electronic access, such as usage charges from Internet access providers. If you
choose to vote your shares through the Internet or by telephone, there is no need for you to mail your proxy card.
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You may (i) vote in person at the Annual Meeting or
(ii) authorize the persons named as proxies on the enclosed proxy card, Tony Isaac and Virland A. Johnson, to vote your shares
by returning the enclosed proxy card by mail, through the Internet or by telephone.
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By
Internet: Go to www.proxydocs.com/JAN. Have your proxy card available when you
access the web site. You will need the control number from your proxy card to vote.
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By telephone: Call (866) 436-6852 toll-free (in the United States,
U.S. territories and Canada) on a touch-tone telephone. Have your proxy card available when you call. You will need the control
number from your proxy card to vote.
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By mail: Complete, sign and date the proxy card, and return it in
the postage paid envelope provided with the proxy material.
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Q:
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How do I vote my shares of common stock if they are
held in the name of my broker (street name)?
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A:
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If your shares of common stock are held by your broker, bank or other nominee, or its agent (“Broker”) in “street
name,” you will receive a voting instruction form from your Broker asking you how your shares should be voted. You should
contact your Broker with questions about how to provide or revoke your instructions. Holders of shares of Series A-1 Preferred
Stock will receive the Proxy Materials directly from the Company’s Secretary.
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If you hold your shares in “street name”
and do not provide specific voting instructions to your Broker, a “broker non-vote” will result with respect to Proposals
1, 2, and 4. Therefore, it is very important to respond to your Broker’s request for voting instructions on a timely basis
if you want your shares held in “street name” to be represented and voted at the Annual Meeting. Please see below for
additional information if you hold your shares in “street name” and desire to attend the Annual Meeting and vote your
shares in person.
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Q:
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What if I vote and change my mind?
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A:
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If you are a stockholder, you may change your vote or revoke
your proxy at any time before the proxy is exercised at the meeting. You may change or revoke it by:
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Returning a later-dated signed proxy card or re-accessing the internet
voting site or telephone voting number listed on the proxy card;
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Delivering a written notice of revocation to the Company’s Secretary
at the Company’s principal executive office at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119; or
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Attending the meeting and voting in person at the meeting (although
attendance at the meeting without voting at the meeting will not, in and of itself, constitute a revocation of your proxy).
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If you hold your shares in “street name,”
refer to the voting instructing form provided by your Broker for more information about what to do if you submit voting instructions
and then change your mind in advance of the Annual Meeting.
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Q:
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How can I get more information about attending the Annual
Meeting and voting in person?
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A:
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The Annual Meeting will be held on Monday, November 4, 2019, at 10:00 a.m., Pacific Time, at our principal executive offices
located at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119, or such other time and place to which the Annual Meeting
may be adjourned or postponed. For additional details about the Annual Meeting, including directions to the Annual Meeting and
information about how you may vote in person if you so desire, please contact the Company’s Secretary at (702)
997-5968.
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Q:
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What vote is required to approve each item?
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A:
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Election of Directors. Election of a director requires the affirmative vote of the holders of a plurality of the shares
for which votes are cast at a meeting at which a quorum is present. The five persons receiving the greatest number of votes will
be elected as directors. Stockholders may not cumulate votes in the election of directors.
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Advisory Vote to Approve Named Executive Officer
Compensation. Approval of the advisory vote to approve named executive officer compensation will be approved if the proposal
receives the affirmative vote of the majority of the number of shares entitled to vote and represented at the Annual Meeting, present
in person or by proxy, in favor of the proposal.
Ratification of Auditors. With respect to ratification
of the appointment of our independent registered public accounting firm, the proposal will be approved if the proposal receives
the affirmative vote of the majority of the number of shares entitled to vote and represented at the Annual Meeting, present in
person or by proxy, in favor of the proposal.
Advisory Vote on the Frequency of Future Advisory
Votes on Executive Compensation. For the advisory vote on the frequency of future advisory votes on executive compensation,
the option that receives the most votes will be considered the option selected by stockholders.
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Q:
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Are abstentions and broker non-votes counted in the
vote totals?
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A:
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A broker non-vote occurs when shares held by a Broker are not voted with respect to a particular proposal because the Broker,
does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your
Broker holds your shares in its name and you do not instruct your Broker how to vote, your Broker will only have discretion to
vote your shares on “routine” matters. Where a proposal is not “routine,” a Broker who has received no
instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. At our
2019 Annual Meeting, only Proposal 3 (ratifying the appointment of our independent registered public accounting firm) is considered
a routine matter. Your Broker will therefore not have discretion to vote on the election of directors, the advisory vote to approve
named executive officer compensation, or the advisory vote proposing an every third-year advisory vote on executive compensation,
as these are “non-routine” matters.
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Broker non-votes and abstentions
by stockholders from voting (including Brokers holding their clients’ shares of record, who cause abstentions to be recorded)
will be counted towards determining whether or not a quorum is present. However, as the five nominees receiving the highest number
of affirmative votes will be elected, abstentions and broker non-votes will not affect the outcome of the election of directors.
With regard to the affirmative vote of the shares present at the meeting required for Proposal 2, since it is a non-routine matter,
broker non-votes and abstentions will have the effect of a vote against Proposal 2. With regard to Proposal 4, since the option
receiving the greatest number of votes—1 year, 2 years, or 3 years—will be the frequency recommended
by our stockholders, abstentions and broker non-votes will have no effect on the outcome of Proposal 4. With regard to the affirmative
vote of the shares present at the meeting required for Proposal 3, it is a routine matter so there will be no broker non-votes,
but abstentions will have the effect of a vote against Proposal 3.
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Q:
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Who will count the vote?
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A:
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An Inspector of Elections will be appointed for the Annual
Meeting to count the votes.
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Q:
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Can I dissent or exercise rights of appraisal?
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A:
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Under Nevada law, neither holders of our common stock nor holders of our Series A-1 Preferred Stock
are entitled to dissenters’ rights in connection with any of the proposals to be presented at the Annual Meeting or to demand
appraisal of their shares as a result of the approval of any of the proposals.
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Q:
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How will voting on any other business be conducted?
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A:
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Although we do not know of any business to be considered at the 2019 Annual Meeting other than
the proposals described in this proxy statement, if any other business is presented at the Annual Meeting, your proxy gives authority
to Tony Isaac, Chief Executive Officer, and Virland A. Johnson, Chief Financial Officer, to vote on such matters at their discretion.
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Q:
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When are stockholder proposals for the 2020 Annual Meeting
of stockholders due?
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A:
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To be considered for inclusion in the Company’s proxy statement for the Company’s Annual Meeting to be held in
2020, stockholder proposals must be received at the Company’s office no later than June 4, 2020, or, in the event the Company
changes the date of its Annual Meeting to be held in 2020 by more than 30 days from the date of this year’s meeting, a reasonable
time before the Company begins to print and send its proxy materials. Proposals must be in compliance with Rule 14a-8 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and must be submitted in writing and delivered or
mailed to the Company’s Secretary, at JanOne Inc., 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119.
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Under Rule 14a-4(c)(1) of the Exchange Act, any stockholder
who wishes to have a proposal considered at the 2020 Annual Meeting of stockholders, but not submitted for inclusion in the Company’s
proxy statement, must set forth such proposal in writing and file it with the Secretary of the Company no later than August 18,
2020, or, in the event the Company changes the date of its Annual Meeting to be held in 2020 by more than 30 days from the date
of this year’s meeting, a reasonable time before the Company sends its proxy materials. Failure to notify the Company by
that date would allow the Company’s proxy holders to use their discretionary voting authority (to vote for or against the
proposal) when the proposal is raised at the Annual Meeting without any discussion of the matter being included in the Company’s
proxy statement.
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Q:
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Who pays for this proxy solicitation?
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A:
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The Company will bear the entire cost of this proxy solicitation, including the preparation, assembly, printing, and mailing
of this Proxy Statement, the proxy card, and any additional solicitation materials furnished to the stockholders. Copies of solicitation
materials will be furnished to brokerage houses, fiduciaries, and custodians holding shares in their names that are beneficially
owned by others so that they may forward the solicitation material to such beneficial owners.
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Q:
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Where can I access this Proxy Statement and the related
materials online?
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A:
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The Proxy Statement and our Annual Report to Stockholders
are available at http://www.proxydocs.com/JAN.
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following
table sets forth certain information with respect to the beneficial ownership of shares of our common stock and Series A-1
Preferred Stock as of September 23, 2019, for:
· each
of our named executive officers;
· each
of our current directors;
· all
of our current executive officers and directors as a group; and
· each
person known to us to be the beneficial owner of more than 5% of either our common stock or Series A-1 Preferred Stock.
All share information in the table (including
footnotes) below reflects one-for-five (1:5) reverse stock split effectuated on April 19, 2019.
The business address of each beneficial
owner listed in the table unless otherwise noted is c/o JanOne Inc., 325 East Warm Springs Road, Suite 102, Las Vegas, Nevada 89119.
We deem shares
of our common stock and Series A-1 Preferred Stock that may be acquired by an individual or group within 60 days of September
23, 2019 pursuant to the exercise of options or warrants or conversion of convertible securities to be outstanding for the
purpose of computing the percentage ownership of such individual or group, but these shares are not deemed to be outstanding
for the purpose of computing the percentage ownership of any other person or group shown in the table. Percentage of
ownership is based on 1,950,602 shares of common stock and 259,729 shares of Series A-1 Preferred Stock (which are the voting
equivalent of 4,415,393 shares of common stock) outstanding on September 23, 2019. The information as to beneficial ownership
was either (i) furnished to us by or on behalf of the persons named or (ii) determined based on a review of the beneficial
owners’ Schedules 13D/G and Section 16 filings with respect to our common stock and Series A-1 Preferred Stock. As of
the date of this Proxy Statement, no holder of Series A-1 Preferred Stock has converted its shares of Series A-1 Preferred
Stock into shares of the Company’s common stock.
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Shares Beneficially Owned
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Common
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Series
A-1 Preferred Stock
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Name of Beneficial Owner
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Position with
Company
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Number
of
Shares (1)
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Percentage
(2)
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Number
of Shares (1)
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Percentage
(3)
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Percent
of
Total
Voting Power (4)
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Named Executive Officers and Directors:
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Tony Isaac (5)
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Director, Chief Executive Officer
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94,000
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4.8%
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–
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–
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1.5%
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Eric Bolling (6)
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Chairman, President
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223,214
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11.4%
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–
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–
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3.5%
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Virland A. Johnson
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Chief Financial Officer
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52,000
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2.7%
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–
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–
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*
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Richard D. Butler (5)
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Director
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18,000
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*
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–
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–
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*
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Dennis (De) Gao (5)
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Director
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4,000
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*
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–
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–
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*
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Nael Hajjar
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Director
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–
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*
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–
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–
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*
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All directors and executive officers as a group (6 persons) (5)
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391,214
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20.0%
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–
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–
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6.1%
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Other 5% shareholders:
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Timothy M. Matula (7)
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114,000
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5.8%
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–
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–
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1.8%
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Energy Efficiency Investments, LLC (8)
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167,759
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10.1%
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–
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–
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3.1%
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Isaac Capital Group, LLC (9)
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110,125
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5.7%
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14,141
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5.44%
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5.5%
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Gregg Sullivan (10)
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–
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–
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28,859
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11.11%
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7.7%
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Juan Yunis (11)
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–
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–
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216,729
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83.44%
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51.6%
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_______________________
* Indicates ownership of less than 1% of
the outstanding shares
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(1)
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Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to such shares.
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(2)
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Applicable percentage of ownership is based on 1,950,602 shares of common stock outstanding as of September 23, 2019 plus, for each stockholder, all shares that such stockholder could purchase within 60 days upon the exercise of existing stock options and warrants.
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(3)
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Applicable
percentage of ownership is based on 259,729 shares of Series A-1 Preferred Stock outstanding as of September 23, 2019. As of the date of this Proxy Statement, no holder of Series A-1 Preferred Stock has converted its shares
of Series A-1 Preferred Stock into shares of the Company’s common stock.
|
|
(4)
|
Percentage
of total voting power represents voting power with respect to all shares of common stock and Series A-1 Preferred Stock, on
an as-converted basis, voting as a single class. Each share of Series A-1 Preferred Stock votes on a 17-for-1
basis.
|
|
|
|
|
(5)
|
Includes shares that could be purchased within 60 days upon the exercise of existing stock options or warrants, as follows: Mr. Isaac, 2,000 shares; Mr. Butler, 4,000 shares; and Mr. Gao, 4,000 shares.
|
|
|
|
|
(6)
|
Includes 111,607 shares that vested on September 9, 2019, 55,803 shares that will vest on September 9, 2020, and 55,804 shares that will vest on September 9, 2021. Upon termination of employment by Mr. Bolling or by the Company of Mr. Bolling for “cause” (as defined in Mr. Bolling’s employment agreement), all of such unvested shares shall be forfeited. These shares are beneficially owned by the Eric Chase Foundation, Inc.
|
|
|
|
|
(7)
|
Includes 2,000 shares which could be purchased by Mr. Matula within 60 days upon the exercise of existing stock options.
|
|
(8)
|
According to a Schedule 13G/A filed with the U.S. Securities and Exchange Commission (“SEC”) on September 7, 2018, Energy Efficiency Investments, LLC (“EEI”) beneficially owns 167,759 shares of common stock. EEI has sole dispositive and voting power as to all 167,759 shares. The foregoing excludes 33,364 shares of common stock issuable upon exercise of a common stock purchase warrant (the “Warrant”) because the Warrant contains a blocker provision under which the holder thereof does not have the right to exercise such Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof, together with any of the holder’s affiliates, of more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of the Warrant (the “Beneficial Ownership Limitation”). The holder is entitled to, among other things, upon notice to the Company, increase the Beneficial Ownership Limitation to 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of the Warrant, with such increase to take effect 61 days after such notice is delivered to the Issuer. EEI has elected to increase the Beneficial Ownership Limitation to 9.99% and the Company has elected to waive the 61-day notice period. The address for EEI is c/o Baker & Hostetler, LLP, 600 Anton Boulevard, Suite 9000, Costa Mesa, CA 92626-7221.
|
|
|
|
|
(9)
|
According to a Schedule 13G filed with the SEC on April 30, 2019, Isaac Capital Group, LLC (“Isaac Capital”) beneficially owned 392,941 shares of common stock. Isaac Capital has sole dispositive power as to all 392,941 shares and sole voting power as to 350,519 shares. The address for Isaac Capital is 3525 Del Mar Heights Road, Suite 765, San Diego, CA 92130.
|
|
|
|
|
(10)
|
The last known address for Mr. Sullivan is 4565 Dean Martin Drive, #106, Las Vegas, NV 89103. On January 16, 2019, GeoTraq terminated the employment of Mr. Sullivan pursuant to the terms of the employment agreement dated August 18, 2017 (the “Sullivan Employment Agreement”) between GeoTraq and Mr. Sullivan. Under the terms of the Sullivan Employment Agreement, 28,859 of the shares of the Company’s Series A Preferred Stock owned by Mr. Sullivan immediately prior to the termination are deemed to have been returned to the Company’s treasury for cancellation effective as of January 16, 2019, without the requirement that either Mr. Sullivan or the Company take any further action. The remaining 28,859 shares of Series A-1 Preferred Stock owned by Mr. Sullivan may not be sold or otherwise transferred by him until January 17, 2020. An equivalent number of shares of Series A Preferred Stock were exchanged by the Company for such shares of Series A-1 Preferred Stock on June 19, 2019, in conjunction with an exchange by the Company for each holder of shares of Series A Preferred Stock as of such date.
|
|
|
|
|
(11)
|
According to a
Schedule 13D filed with the SEC on April 12, 2019, Juan Yunis beneficially owns 216,729 shares of Series A-1 Preferred Stock.
Mr. Yunis has sole dispositive and voting power as to all 216,729 shares of Series A-1 Preferred Stock. The address for Mr.
Yunis is Carrera 44B # 96 - 67 Torre 1 Apto 1103, Barranquilla, Atlantico, 08002, Colombia.
|
Section 16(a) Beneficial Ownership
Reporting Compliance
Based on a review of reports filed with
the SEC by our directors, executive officers, and beneficial owners of more than 10% of our common stock and Series A-1 Preferred
Stock regarding their ownership and transactions in our common stock and written representations from those directors and executive
officers, we believe that each director, executive officer, and beneficial owner of more than 10% of our common stock has filed timely reports under Section 16(a) of the Securities Exchange Act of 1934, as amended, during fiscal
2018, except as follows: Isaac Capital Group filed a late Form 4 and Form 4/A on April 30, 2018, reporting the sale of 149,679
(pre-reverse split) shares of the Company’s common stock.
Election
of Directors
(proposal
No. 1)
General
The property, affairs and business of the
Company are managed under the direction of the Board of Directors. A board of five directors is to be elected at the meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them for management’s five nominees. The term of
office for each person elected as a director will continue until the next Annual Meeting of stockholders and until a successor
has been elected and qualified, or until such director is removed or resigns.
All of the nominees named below are presently
directors of the Company and have served continuously since the year indicated. All nominees have indicated a willingness to serve
if elected. The Company knows of no arrangements or understandings between a nominee and any other person pursuant to which the
nominee has been selected as a director.
All shares represented by proxies that have
been properly executed and returned or properly voted will be voted for the election of all of the nominees named below, unless
other instructions are indicated thereon. In the event any one or more of such nominees should for any reason not be able to serve
as a director, the proxies will be voted for such other person or persons as may be designated by the Board.
The Board recommends voting “FOR”
the election of each of the Director nominees as directors, each of whom shall hold office for a term of one year, expiring at
the Annual Meeting in 2020, and until his successor is elected and qualified, or until his earlier death, resignation, or removal.
Nominees for Election to the Board
The names of the nominees are set forth
in the table below. Following the table is certain information for at least the last five years regarding each nominee.
|
Name
|
|
Position with Company
|
|
Director Since
|
|
|
Age (as of
September 23, 2019)
|
|
|
Tony Isaac
|
|
Director and Chief Executive Officer
|
|
|
2015
|
|
|
|
65
|
|
|
Eric Bolling
|
|
Director and President
|
|
|
2019
|
|
|
|
57
|
|
|
Richard D. Butler
|
|
Director
|
|
|
2015
|
|
|
|
70
|
|
|
Dennis (De) Gao
|
|
Director
|
|
|
2015
|
|
|
|
39
|
|
|
Nael Hajjar
|
|
Director
|
|
|
2018
|
|
|
|
35
|
|
Tony Isaac has
been a director of the Company since May 2015 and Chief Executive Officer of the Company since May 2016. He served as Interim
Chief Executive Officer of the Company from February 2016 until May 2016. Mr. Isaac has served as Financial Planning and
Strategist/Economist of Live Ventures Incorporated (Nasdaq: LIVE), a holding company for diversified businesses, since July
2012. He is the Chairman and Co-Founder of Isaac Organization, a privately held investment company. Mr. Isaac has invested in
various companies, both private and public from 1980 to present. Mr. Isaac’s specialty is negotiation and
problem-solving of complex real estate and business transactions. Mr. Isaac has served as a director of Live Ventures
Incorporated since December 2011. Mr. Isaac graduated from Ottawa University in 1981, where he majored in Commerce and
Business Administration and Economics. We believe that Mr. Isaac has significant investment and financial expertise and
public board experience that he brings to the Board.
Eric Bolling
has been a director and President of the Company since September 2019. Since January of 2019, Mr. Bolling has served as
the host of as host of America This Week on Sinclair Broadcasting and, since July of 2018, as the host of AMericA on
Blaze TV. Between January 2007 and September 8, 2017, he served as host of a variety
of programs the Fox Business Channel news program, including Cashin’ In, The Five, and Fox
News Specialists. Mr. Bolling was also involved in the development of CNBC’s Fast Money, which he left in
August of 2007, when he moved to the then-new Fox Business Network as one of its financial analysts, where he hosted the business
show, Happy Hour, which ran in the same time slot as his former show, Fast Money. Mr. Bolling authored
the 2016 New York Time Best Seller, Wake Up America. The following year, he authored 2017 New York Time Best Seller, The
Swamp: Washington’s Murky Pool of Corruption and Cronyism and How Trump Can Drain It. As a memorial to his
son, who died on September 8, 2017, after ingesting a Xanax tablet laced with the opioid, fentanyl, Mr. Bolling deeply educated
himself about opioid issues and established “The Eric Chase Foundation” to educate the world about the opioid crisis
and to lobby for preventive and treatment measures as part of his personal commitment to ending this crisis. Mr. Bolling
started his career as a commodities trader on the New York Mercantile Exchange and thereafter served five years on
the NYMEX (now CME Group) board of directors. Mr. Bolling received his B.A. in Economics from Rollins College in 1984. We believe
that Mr. Bolling’s experience in the financial markets and, more importantly, his passion and knowledge in the anti-opioid
movement makes him well qualified to serve as our President and Chairman of our Board of Directors.
Richard D.
Butler, Jr. has been a director of the Company since May 2015. Mr. Butler is the owner of an advisory firm that
provides real estate, corporate, and financial advisory services since 1999, and is the co-Founder, Managing Director, and,
since 2005, a major stockholder of Ref-Razzer Company, a whistle manufacturing and vending company. Prior to this, Mr. Butler
was the Co-Founder and Executive Vice President of Aspen Healthcare, Inc. from 1996 to 1999. From 1993 to 1996, Mr. Butler
was a Managing Director at Landmark Financial and from 1989 to 1993 he was a Partner at Cal Ventures Real Estate Investment
Group. Prior to this, Mr. Butler has also served as the President and Chief Executive Officer of Mt. Whitney Savings Bank,
Chief Executive Officer of First Federal Mortgage Bank, Chief Executive Officer of Trafalgar Mortgage, and Executive Officer
and Member of the President’s Advisory Committee at State Savings & Loan Association (peak assets $14 billion) and
American Savings & Loan Association (NYSE: FCA; peak assets $34 billion). Mr. Butler has served on the board of directors
of Live Ventures Incorporated (Nasdaq: LIVE) since August 2006. We believe that Mr. Butler attended Bowling Green University
in Ohio, San Joaquin Delta College in California, and Southern Oregon State College. Mr. Butler brings to the Board extensive
experience in financial management and executive roles, which enable him to provide important expertise in financial,
operating and strategic matters that impact our Company.
Dennis
(De) Gao has been a director of the Company since May 2015. Mr. Gao founded Gao Management LLC in June 2016,
a privately held investment company located in Las Vegas, NV. Prior to establishing Gao Management LLC, Mr. Gao served
as the CFO at Oxstones Capital Management, a privately held company and a social and philanthropic enterprise, serving as
an idea exchange for the global community. From June 2008 until July 2010, Mr. Gao was a product owner at The Procter
& Gamble Company for its consolidation system and was responsible for the Procter & Gamble’s financial
report consolidation process. From May 2007 to May 2008, Mr. Gao was a financial analyst at the Internal Revenue
Service’s CFO division. Mr. Gao has served as a director of Live Ventures Incorporated (Nasdaq: LIVE) and as a member
of the Audit Committee of Live Ventures Incorporated since January 2012. Mr. Gao has a dual major Bachelor of Science degree
in Computer Science and Economics from University of Maryland, and an M.B.A. specializing in finance and accounting from
Georgetown University’s McDonough School of Business. We believe that Mr. Gao has significant finance, accounting and
operational experience and brings substantial finance and accounting expertise to the Board.
Nael Hajjar has
been a director of the Company since August 2018. Mr. Hajjar is currently the Unit Head for the Annual Wholesale Trade Survey
in Statistics Canada’s Manufacturing and Wholesale Trade Division. From March 2011 through May 2016, Mr. Hajjar was a
Senior Analyst – Economist of Statistics Canada’s Producer Prices Division where he developed Canada’s
first ever Investment Banking Services Price Index while leading the development of a variety of Financial Services Price
Index development projects. We believe that Mr. Hajjar brings to the Board extensive experience in research and analysis of
financial statistics, economics, and business practices in a variety of industries including manufacturing, logging,
Wholesale Trade, and financial services. We believe that Mr. Hajjar also has extensive experience in project management, and
he holds a Bachelor of Social Science, Honors in Economics, and Bachelor of Commerce, Option in Finance, from the University
of Ottawa.
Director Independence
There are no family relationships among
any of the directors or executive officers of the Company. Of the current directors, each of Messrs. Butler, Gao, and Hajjar are
“independent” directors, as defined under the rules of The Nasdaq Stock Market (“Nasdaq”) and have been
independent directors since each joined the Board.
Board Leadership Structure and Role
in Risk Oversight
Mr. Bolling, the Company’s President,
also serves as a member of the Board of Directors and Chairman of the Board. The Company has not named a lead director. The Company
believes this is appropriate for the Company at this time because of the size of the Company, the size of the Board, and Mr. Bolling’s
responsibilities as President of the Company. In view of these factors, the Board of Directors believes it makes sense for Mr.
Bolling to participate in the Board’s discussions of developments in the Company’s business and business strategy and
its results of operations.
It is management’s responsibility
to manage risk and bring to the attention of the Board of Directors the most material risks affecting the Company. The Board of
Directors, including through committees of the Board comprised solely of independent directors, regularly reviews various areas
of significant risk to the Company, and advises and directs management on the scope and implementation of policies, strategic initiatives,
and other actions designed to mitigate various types of risks. Specific examples of risks primarily overseen by the full Board
of Directors include competition risks, industry risks, economic risks, liquidity risks, and business operations risks. The Audit
Committee reviews with management and the independent auditors significant financial risk exposures and the processes management
has implemented to monitor, control, and report such exposures. The Audit Committee also reviews and approves transactions with
related persons. The Compensation Committee (the “Compensation Committee”) reviews and evaluates potential risks related
to the attraction and retention of talent, and risks related to the design of compensation programs established by the Compensation
Committee for the Company’s executive officers.
Actions and Committees of the Board
of Directors
In fiscal 2018, the Board of Directors met
two times and took action by unanimous written consent five times. In fiscal 2018, the Board of Directors had three standing committees:
the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The Audit Committee met
five times during fiscal 2018. The Compensation Committee met twice during fiscal 2018. The Nominating and Corporate Governance
Committee did not hold a formal meeting during fiscal 2018 but did take one action by unanimous written consent. The Board currently
has no other standing committees and has no current plans to establish additional committees. Each person who served as a director
during fiscal 2018 attended at least 75% of the meetings of the Board of Directors and of the committees on which the director
served. It is the Company’s policy that all directors should attend the Annual Meeting of stockholders. All of the members
of the Board of Directors attended last year’s Annual Meeting of stockholders.
Compensation and Benefits Committee
The Compensation Committee of the Board
of Directors is comprised entirely of non-employee directors. In fiscal 2018, the members of the Compensation Committee were Messrs.
Gao, Butler (Chairman), and Matula (until August 10, 2018), each of whom was also an “independent” director, as defined
under Nasdaq rules. The Compensation Committee is responsible for review and approval of officer salaries and other compensation
and benefits programs and determination of officer bonuses. Annual compensation for the Company’s executive officers, other
than the CEO, is recommended by the CEO and approved by the Compensation Committee. The annual compensation for the CEO is recommended
by the Compensation Committee and formally approved by the full Board of Directors. The Compensation Committee may approve grants
of equity awards under the Company’s stock compensation plans.
In the performance of its duties, the Compensation
Committee may select independent compensation consultants to advise the committee when appropriate. No compensation consultant
played a role in the executive officer and director compensation for fiscal 2018. In addition, the Compensation Committee may delegate
authority to subcommittees where appropriate. The Compensation Committee may separately meet with management if deemed necessary
and appropriate. The Compensation Committee operates under a written charter adopted by the Board of Directors in March 2011, which
is posted on the Company’s website at www.janone.com under the caption “Investors – Corporate Governance.”
Audit Committee
The Audit Committee of the Board of Directors
is comprised entirely of non-employee directors. In fiscal 2018, the members of the Audit Committee were Messrs. Gao, Butler, and
Matula (until August 10, 2018). Mr. Hajjar was appointed as a member of the Audit Committee as of August 10, 2018. Each of Messrs.
Gao, Butler, Matula, and Hajjar was an “independent” director as defined under Nasdaq rules. The Audit Committee is
responsible for selecting and approving the Company’s independent auditors, for relations with the independent auditors,
for review of internal auditing functions (whether formal or informal) and internal controls, and for review of financial reporting
policies to assure full disclosure of financial condition. The Audit Committee operates under a written charter adopted by the
Board of Directors, which is posted on the Company’s website at www.janone.com under the caption “Investors –
Corporate Governance.” The Board has determined that Mr. Butler is an “audit committee financial expert” as defined
in SEC rules.
The Audit Committee discussed with the Company’s
independent auditors the overall scope and plans for their audit. The Audit Committee meets with the independent auditors, with
and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal
controls, and the overall quality of the Company’s financial reporting.
Review, Approval or Ratification
of Transactions with Related Persons
The Audit Committee is responsible for the
review and approval of all transactions in which the Company was or is to be a participant and in which any executive officer,
director, or director nominee of the Company, or any immediate family member of any such person (“related persons”)
has or will have a material interest. In addition, all, if any, transactions with related persons that come within the disclosures
required by Item 404 of the SEC’s Regulation S-K must also be approved by the Audit Committee. The policies and procedures
regarding the approval of all such transactions with related persons have been approved at a meeting of the Audit Committee and
are evidenced in the corporate records of the Company. Each member of the Audit Committee is an “independent” director
as defined under Nasdaq rules.
Board Practice Related to Nominations
of Directors
The Nominating and Corporate Governance
Committee is comprised entirely of non-employee directors. In fiscal 2018, the members of the Governance Committee were Messrs.
Gao (Chairman), Butler, and Matula (until August 10, 2018), each of whom was also an “independent” director, as defined
under Nasdaq rules. The primary purpose of the Nominating and Corporate Governance Committee is to ensure an appropriate and effective
role for the Board of Directors in the governance of the Company. The principal recurring duties and responsibilities
of the Nominating and Corporate Governance Committee include (i) making recommendations to the Board regarding the size and composition
of the Board, (ii) identifying and recommending to the Board of Directors candidates for election as directors, (iii) reviewing
the Board’s committee structure, composition and membership and recommending to the Board candidates for appointment as members
of the Board’s standing committees, (iv) reviewing and recommending to the Board corporate governance policies and procedures,
(v) reviewing the Company’s Code of Business Ethics and Conduct and compliance therewith, and (vi) ensuring that emergency
succession planning occurs for the positions of Chief Executive Officer, other key management positions, the Chairman of the Board
and Board members. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors
in March 2011, which is posted on the Company’s website at www.janone.com under the caption “Investors – Corporate
Governance.”
The Nominating and Corporate Governance
Committee will consider director candidates recommended by stockholders. The criteria applied by the Nominating and Corporate Governance
Committee in the selection of director candidates is the same whether the candidate was recommended by a Board member, an executive
officer, a stockholder, or a third party, and accordingly, the Nominating and Corporate Governance Committee has not deemed it
necessary to adopt a formal policy regarding consideration of candidates recommended by stockholders. Stockholders wishing to recommend
candidates for Board membership should submit the recommendations in writing to the Secretary of the Company.
The Nominating and Corporate Governance
Committee identifies director candidates primarily by considering recommendations made by directors, management, and stockholders.
The Nominating and Corporate Governance Committee also has the authority to retain third parties to identify and evaluate director
candidates and to approve any associated fees or expenses. Board candidates are evaluated on the basis of a number of factors,
including the candidate’s background, skills, judgment, diversity, experience with companies of comparable complexity and
size, the interplay of the candidate’s experience with the experience of other Board members, the candidate’s independence
or lack of independence, and the candidate’s qualifications for committee membership. The Nominating and Corporate Governance
Committee does not assign any particular weighting or priority to any of these factors and considers each director candidate in
the context of the current needs of the Board as a whole. Director candidates recommended by stockholders are evaluated in the
same manner as candidates recommended by other persons.
Code of Ethics
Our Audit
Committee has adopted a code of ethics applicable to our directors and officers (including our Chief Executive Officer,
President, and Chief Financial Officer) and other of our senior executives and employees in accordance with applicable rules
and regulations of the SEC and The Nasdaq Stock Market. A copy of the code of ethics may be obtained upon request, without
charge, by addressing a request to Investor Relations, JanOne Inc., 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada
89119. The code of ethics is also posted on our website at www.janone.com under “Investors – Corporate
Governance.”
We intend to satisfy the disclosure requirement
under Item 5.05 of Form 8-K regarding the amendment to, or waiver from, a provision of the code of ethics by posting such
information on our website at the address and location specified above and, to the extent required by the listing standards of
the Nasdaq Capital Market, by filing a Current Report on Form 8-K with the SEC disclosing such information.
Board Contact Information
If you would like to contact the Board or
any committee of the Board, you can send an email to board@janone.com, or write to JanOne Inc., c/o Corporate Secretary, 325 E.
Warm Springs Road, Suite 102, Las Vegas, Nevada 89119. All communications will be compiled by the Secretary of the Company and
submitted to the Board or the applicable committee or director on a periodic basis.
EXECUTIVE OFFICERS
Set forth below is certain information regarding
each of our current executive officers as of September 15, 2019, other than Tony Isaac and Eric Bolling, whose biographical information
is presented under “Nominees for Election to the Board of Directors.”
|
Virland A. Johnson, 59
|
Mr. Johnson was appointed Chief Financial Officer of the Company on August 21, 2017. Mr. Johnson had previously served the Company as a consultant beginning in February 2017. Mr. Johnson also continues to serve as Chief Financial Officer for Live Ventures Incorporated, a holding company of diversified businesses (Nasdaq: LIVE). Prior to joining Live Ventures Incorporated, Mr. Johnson was Sr. Director of Revenue for JDA Software from February 2010 to April 2016, where he was responsible for revenue recognition determination, sales and contract support while acting as a subject matter expert. Prior to joining JDA, Mr. Johnson provided leadership and strategic direction while serving in C-Level executive roles in public and privately held companies such as Cultural Experiences Abroad, Inc., Fender Musical Instruments Corp., Triumph Group, Inc., Unitech Industries, Inc. and Younger Brothers Group, Inc. Mr. Johnson’s more than 25 years of experience is primarily in the areas of process improvement, complex debt financings, SEC and financial reporting, turn-arounds, corporate restructuring, global finance, merger and acquisitions and returning companies to profitability and enhancing stockholder value. Mr. Johnson holds a Bachelor’s degree in Accountancy from Arizona State University.
|
Compensation
of Non-Employee Directors
Prior to August 10, 2018, the Company used
a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on the Board of
Directors. In setting director compensation, the Company considered the significant amount of time that directors expend fulfilling
their duties to the Company, as well as the skill level required by the Company of members of the Board. Non-employee directors
of the Company received an annual fee of $24,000 for their service as directors. The Chairman of the Audit Committee received an
additional annual fee of $6,000. Non-employee directors also received stock options under the 2016 Equity Incentive Plan. Non-employee
directors often received an option to purchase 10,000 shares of common stock. In addition, upon their initial appointment or election
to the Board, non-employee directors received a one-time grant of options to purchase 10,000 shares of common stock. Generally,
such options became exercisable in full six months after the date of grant and expire ten years from the date of grant. Effective
August 10, 2018, compensation for the non-employee members of the Board of Directors is as follows: (i) Mr. Butler receives a monthly
fee of $2,000, (ii) Dennis (De) Gao receives a monthly fee of $2,500, and (iii) Nael Hajjar receives a monthly fee of $1,200.
The table below presents
cash and non-cash compensation paid to non-employee directors during the last fiscal year.
Non-Management
Director Compensation for Fiscal Year Ended December 29, 2018
|
Name (1)
|
|
Fees
Earned or
Paid
in Cash ($)
|
|
|
Option
Awards
($)
|
|
|
All
Other
Compensation
($)
|
|
|
Total
($)
|
|
|
Dennis (De) Gao
|
|
|
30,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
30,000
|
|
|
Richard D. Butler
|
|
|
30,000
|
|
|
|
–
|
|
|
|
32,000
(2)
|
|
|
|
62,000
|
|
|
Timothy Matula (3)
|
|
|
15,419
|
|
|
|
–
|
|
|
|
–
|
|
|
|
15,419
|
|
|
Nael Hajjar (4)
|
|
|
5,652
|
|
|
|
–
|
|
|
|
–
|
|
|
|
5,652
|
|
_______________________
|
(1)
|
The Chairman of the Audit Committee received an additional annual fee of $6,000 and each other member of the Audit Committee received an additional annual fee of $6,000. All of the Company’s directors were reimbursed for reasonable travel expenses incurred in attending meetings.
|
|
|
|
|
(2)
|
This amount reflects the fair value of the stock granted during fiscal 2018. Stock grants issued in fiscal 2018 were valued at the market price of the Company’s common stock on the date of grant.
|
|
|
|
|
(3)
|
Mr. Matula resigned from the Board of Directors effective August 10, 2018.
|
|
|
|
|
(4)
|
Mr. Hajjar was appointed to the Board of Directors effective August 10, 2018.
|
NON-BINDING ADVISORY VOTE ON EXECUTIVE
COMPENSATION (“SAY-ON-PAY”)
(Proposal No. 2)
Background
The Dodd-Frank
Wall Street Reform and Consumer Protection Act, or the “Dodd-Frank Act”, requires that our stockholders have the opportunity
to cast an advisory (non-binding) vote on executive compensation, commonly referred to as a “Say-on-Pay” vote.
The
advisory vote on executive compensation is a non-binding vote on the compensation of our named executive officers as
described in the Executive Compensation section and the tabular disclosure regarding such compensation set forth in this
Proxy Statement. The Executive Compensation section starts on page 20 of this Proxy Statement. Please read the Executive
Compensation section, which provides a detailed discussion of our executive compensation program, including information about
the fiscal 2018 compensation of our named executive officers. This advisory vote on executive compensation is not a vote on
our general compensation policies, the compensation of our Board of Directors, or our compensation policies as they relate to
risk management.
The vote solicited
by this Proposal 2 is advisory and therefore is not binding on the Company, our Board of Directors, or our Compensation Committee.
The outcome of the vote will not require the Company, our Board of Directors, or our Compensation Committee to take any action
and will not be construed as overruling any decision by the Company, our Board of Directors, or our Compensation Committee. Furthermore,
because this non-binding, advisory resolution primarily relates to the compensation of our named executive officers that has already
been paid or contractually committed, there is generally no opportunity for us to revisit these decisions. However, our Board of
Directors, including our Compensation Committee, values the opinions of our stockholders and, to the extent there is any significant
vote against the executive officer compensation as disclosed in this Proxy Statement, we will consider our stockholders’
concerns and evaluate what actions, if any, may be appropriate to address those concerns. Stockholders will be asked at the 2019
Annual Meeting to approve the following resolution pursuant to this Proposal 2:
“RESOLVED, that the
compensation paid to the named executive officers of JanOne Inc., as disclosed pursuant to Item 402 of Regulation S-K,
including the compensation tables and narrative discussion included in this proxy statement, is hereby APPROVED on an advisory
basis.”
Assuming that a
quorum is present, the affirmative vote of the holders of a majority in voting power of the shares of our common stock and shares
of Series A-1 Preferred Stock that are present in person or by proxy and entitled or required to vote on Proposal 2 will be necessary
to approve the advisory vote on the executive compensation as disclosed in this Proxy Statement. Abstentions and broker non-votes
will have the effect of a vote against Proposal 2.
Our Board
of Directors recommends that you vote “FOR” the approval (on an advisory basis) of the executive compensation as disclosed
in this Proxy Statement and as described in this “Proposal 2: Non-Binding Advisory Vote on Executive Compensation (“Say-on-Pay).”
If no vote indication
is made on the accompanying proxy card or vote instruction form prior to the start of the 2019 Annual Meeting, each such proxy
will be deemed to grant authority to vote “FOR” the approval of the executive compensation as disclosed in this Proxy
Statement and as described in this “Proposal 2: Non-Binding Advisory Vote on Executive Compensation.”
Ratification
of Appointment of Independent Registered Public Accounting Firm
(Proposal
No. 3)
The Audit Committee has selected SingerLewak
LLP as the Company’s independent registered public accounting firm for fiscal year 2019. The Company is submitting its selection
of SingerLewak LLP for ratification by the stockholders at the Annual Meeting. A representative of SingerLewak LLP is expected
to be present at the Annual Meeting via teleconference and will be available to respond to appropriate questions.
The Company’s Bylaws do not require
that stockholders ratify the selection of the Company’s independent registered public accounting firm. However, the Company
is submitting the selection of SingerLewak LLP to stockholders for ratification as a matter of good corporate practice. If stockholders
do not ratify the selection, the Audit Committee will reconsider whether to retain SingerLewak LLP. Even if the selection is ratified,
the Audit Committee at its discretion may change the appointment at any time during the year if it determines that such a change
would be in the best interests of the Company and its stockholders.
Anton & Chia,
LLP previously served as the independent auditors for the Company. On March 5, 2018, the Audit Committee determined to
dismiss Anton & Chia, LLP effective immediately. The audit reports of Anton & Chia, LLP on the Company’s
financial statements for the fiscal year ended December 31, 2016, the only year for which Anton & Chia, LLP audited
the Company’s financial statements, contained no adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles. During the Company’s fiscal year ended December 31,
2016, the only year for which Anton & Chia, LLP audited the Company’s financial statements, and for the subsequent
interim period through March 5, 2018, the Company had no “disagreements” (as described in Item 304(a)(1)(iv) of
Regulation S-K) with Anton & Chia, LLP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Anton & Chia,
LLP, would have caused it to make reference in connection with its opinion to the subject matter of the disagreements. During
the Company’s fiscal year ended December 31, 2016, the only year for which Anton & Chia, LLP audited the
Company’s financial statements, and for the subsequent interim period through March 5, 2018, there was no
“reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
On March 5, 2018, the Audit Committee approved
the engagement of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for fiscal
year ending December 30, 2017. During the Company’s fiscal years ended December 30, 2017 and December 31, 2016 and for the
subsequent interim period through March 28, 2018, neither the Company, nor anyone on behalf of the Company consulted with Weinberg
& Company, P.A. regarding either: (i) the application of accounting principles to a specified transaction, either completed
or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements or (ii) any matter
that was either the subject of a disagreement as described in Item 304(a)(1)(iv) of Regulation S-K or a reportable event within
the meaning of Item 304(a)(1)(v) of Regulation S-K. On March 22, 2018, the Audit Committee determined to dismiss Weinberg
& Company, P.A. effective immediately. Weinberg & Company, P.A. did not audit nor provide an opinion on any of the Company’s
financial statements. During the Company’s fiscal years ended December 30, 2017 and December 31, 2016, and for the subsequent
interim period through March 22, 2018, the Company had no “disagreements” (as described in Item 304 (a)(1)(iv) of Regulation
S-K) with Weinberg & Company, P.A. on any matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Weinberg & Company, P.A., would have
caused it to make reference in connection with an opinion to the subject matter of the disagreements. During the Company’s
fiscal years ended December 30, 2017 and December 31, 2016, and for the subsequent interim period through March 22, 2018, there
was no “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
On March 23, 2018, the Audit
Committee approved the appointment of SingerLewak LLP as the Company’s new independent registered public accounting
firm, effective upon the execution of an engagement letter between the Company and SingerLewak LLP. During the
Company’s fiscal years ended December 30, 2017 and December 31, 2016 and for the subsequent interim period through
March 28, 2018, neither the Company, nor anyone on behalf of the Company consulted with SingerLewak LLP regarding either: (i)
the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was either the subject of
a disagreement as described in Item 304(a)(1)(iv) of Regulation S-K or a reportable event within the meaning of Item
304(a)(1)(v) of Regulation S-K.
Fees Paid to Auditors by the Company
During Most Recent Fiscal Years
Anton & Chia, LLP served as the independent
auditor for the Company for fiscal year 2016 and reviewed three quarters of fiscal year 2017. Weinberg & Company, P.A. was
retained briefly and then subsequently dismissed as the Company’s independent auditor of fiscal year 2017. Weinberg &
Company, P.A. did not audit or provide an opinion on any of the Company’s financial statements. SingerLewak LLP has served
as Company auditor since fiscal year 2017. The Company paid fees to Anton & Chia, LLP, for the fiscal year ended December 30,
2017, Weinberg & Company, P.A. for fiscal year ended December 30, 2017, and SingerLewak LLP for fiscal years ended December
29, 2018 and December 30, 2017 for the following professional services:
|
Description
|
|
December 29, 2018
|
|
|
December 30, 2017
|
|
|
Audit fees, SingerLewak LLP
|
|
$210,000
|
|
|
$150,000
|
|
|
Audit fees, other
|
|
$46,200
|
|
|
$79,000
|
|
Audit
fees consist of fees for professional services rendered in connection with the audit of the Company’s year-end financial
statements, quarterly reviews of financial statements included in the Company’s quarterly reports, services rendered relative
to regulatory filings, and attendance at Audit Committee meetings.
The Audit Committee of the Board of Directors
has considered whether the provision of the services described above was and is compatible with maintaining the independence of
Anton & Chia, LLP, Weinberg & Company, P.A., and SingerLewak LLP.
The Audit Committee pre-approves all audit
and permissible non-audit services provided by the independent auditors. All the fees and services for fiscal 2018 and fiscal 2017
were approved by the Audit Committee.
The Board recommends a vote FOR ratification
of the Audit Committee’s appointment of SingerLewak LLP as our independent registered public accounting firm for fiscal 2019.
ADVISORY VOTE ON THE FREQUENCY OF FUTURE
ADVISORY VOTES ON EXECUTIVE COMPENSATION (“SAY-ON-FREQUENCY”)
(Proposal No. 4)
Pursuant to Regulation 14A
of the Exchange Act, we are asking stockholders to vote on whether future advisory votes on executive compensation of the nature
reflected in Proposal 2 above should occur every year, every two years, or every three years.
The
frequency of the advisory vote concerning the compensation of our Named Executive Officers receiving the greatest number of
votes – every year, every two years, or every three years – will be the frequency recommended by our
stockholders. We believe that holding a triennial advisory vote on executive compensation provides the Company with sufficient
feedback on our compensation disclosures.
This advisory vote
on the frequency of future advisory votes on executive compensation is non-binding on the Board. Stockholders will be able to specify
one of four choices for this proposal on the proxy card: “1 YEAR,” “2 YEARS,” “3 YEARS,” or
“ABSTAIN.” Stockholders are not voting to approve or disapprove the recommendation of the Board. Although non-binding,
the Board and the Compensation Committee will carefully review the voting results. Notwithstanding the recommendation of the Board
and the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent
basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to
compensation programs.
Assuming a quorum
is present, the option that receives the affirmative vote of the holders of a majority in voting power of the shares of our common
stock and Series A-1 Preferred Stock that are present in person or by proxy and entitled or required to vote on Proposal 4 will
be the option selected by stockholders. If no option receives a majority of the votes present in person or by proxy and entitled
or required to vote on Proposal 4, the option that receives the most votes will be considered the option selected by stockholders.
Since the option receiving the greatest number of votes—one year, two years, or three years—will be the frequency recommended
by our stockholders, abstentions and broker non-votes will have no effect on the outcome of Proposal 4.
Our Board
of Directors recommends voting for “THREE YEARS” on the advisory vote on the frequency of future advisory votes on
executive compensation.
If no vote indication
is made on the accompanying proxy card or vote instruction form prior to the start of the 2019 Annual Meeting, each such proxy
will be deemed to grant authority to vote “THREE YEARS” on the advisory vote on the frequency of future advisory votes
on executive compensation.
Executive
Compensation
The following table sets forth the cash
and non-cash compensation for fiscal years ended December 29, 2018 and December 30, 2017, earned by each person who served as Chief
Executive Officer during fiscal 2018, and our other two most highly compensated executive officers who held office as of December
29, 2018 (“named executive officers”):
Summary Compensation Table for Fiscal
Year Ended December 29, 2018
|
Name and Principal Position (1)
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Award ($)
|
|
Option
Awards
($)
|
|
All
Other
Compensation
($)
|
|
Total
($)
|
|
Tony Isaac
Chief Executive Officer
|
|
2018
|
|
|
542,719
|
|
|
–
|
|
|
262,400
(2)
|
|
|
–
|
|
|
–
|
|
|
805,119
|
|
|
|
|
2017
|
|
|
550,253
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
550,253
|
|
Virland A. Johnson
Chief Financial Officer (3)
|
|
2018
|
|
|
123,559
|
|
|
–
|
|
|
128,000
(4)
|
|
|
–
|
|
|
57,000
|
|
|
308,559
|
|
|
|
|
2017
|
|
|
57,802
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
50,000
|
|
|
107,802
|
|
__________________________________
|
(1)
|
The Company only had two executive officers for the fiscal year ended December 29, 2018.
|
|
|
|
|
(2)
|
This amount reflects the fair value of a stock grant awarded to Mr. Isaac during fiscal 2018. The shares were fully vested upon grant. See Notes 20 and 21 to the Company's consolidated financial statements.
|
|
|
|
|
(3)
|
Mr. Johnson was appointed Chief Financial Officer of the Company on August 21, 2017.
|
|
(4)
|
This amount reflects the fair value of a stock grant awarded to Mr. Johnson during fiscal 2018. The shares were fully vested upon grant. See Notes 20 and 21 to the Company's consolidated financial statements.
|
Outstanding Equity Awards at December
29, 2018
The following table provides a summary
of equity awards outstanding for our Named Executive Officers at December 29, 2018:
|
Name
|
|
Number of
Securities Underlying Unexercised Options
(in shares)
Exercisable
|
|
|
Number of
Securities Underlying Unexercised Options
(in shares)
Unexercisable
|
|
|
Option
Exercise
Price ($)
|
|
|
Option Expiration
Date
|
|
|
Tony Isaac
|
|
|
10,000
|
(1)
|
|
|
–
|
|
|
|
1.98
|
|
|
|
05/18/2025
|
|
|
Virland A. Johnson
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
_______________________
|
(1)
|
Options granted May 18, 2015 and vested six months thereafter.
|
Stock Option Plans
The Company uses stock options to attract
and retain executives, directors, consultants, and key employees. Stock options are currently outstanding under three stock option
plans. The Company’s 2016 Equity Incentive Plan (the “2016 Plan”) was adopted by the Board of Directors in October
2016 and approved by the stockholders at the 2016 Annual Meeting of stockholders. Under the 2016 Plan, the Company has reserved
an aggregate of 2,000,000 shares of its common stock for option grants. The Company’s 2011 Stock Compensation Plan (the “2011
Plan”) was adopted by the Board of Directors in March 2011 and approved by the stockholders at the 2011 Annual Meeting of
stockholders. Under the 2011 Plan, the Company reserved an aggregate of 700,000 shares of its common stock for option grants. The
2011 Plan expired on December 29, 2016, but options granted under the 2011 Plan before it expired will continue to be exercisable
in accordance with their terms. The Company’s 2006 Stock Option Plan (the “2006 Plan”) was adopted by the Board
of Directors in March 2006 and approved by the stockholders at the 2006 Annual Meeting of stockholders. The 2006 Plan expired on
June 30, 2011, but options granted under the 2006 Plan before it expired will continue to be exercisable in accordance with their
terms. As of December 29, 2018, options to purchase an aggregate of 504,500 shares were outstanding, including options for 20,000
shares under the 2016 Plan and options for 484,500 shares under the 2011 Plan. The Plans are administered by the Compensation Committee
or the full Board of Directors acting as the Committee.
The 2016 Plan permits the grant of the following
types of awards, in the amounts and upon the terms determined by the Administrator:
|
|
·
|
Options. Options may either be incentive stock
options (“ISOs”) which are specifically designated as such for purposes of compliance with Section 422 of the
Internal Revenue Code or non-qualified stock options (“NSOs”). Options shall vest as determined by the
Administrator, subject to certain statutory limitations regarding the maximum term of ISOs and the maximum value of ISOs that
may vest in one year. The exercise price of each share subject to an ISO will be equal to or greater than the fair market
value of a share on the date of the grant of the ISO, except in the case of an ISO grant to a stockholder who owns more than
10% of the Company’s outstanding shares, in which case the exercise price will be equal to or greater than 110% of the
fair market value of a share on the grant date. The exercise price of each share subject to an NSO shall be determined by the
Board at the time of grant but will be equal to or greater than the fair market value of a share on the date of grant.
Recipients of options have no rights as a stockholder with respect to any shares covered by the award until the award is
exercised and a stock certificate or book entry evidencing such shares is issued or made, respectively.
|
|
|
·
|
Restricted Stock Awards. Restricted stock awards consist
of shares granted to a participant that are subject to one or more risks of forfeiture. Restricted stock awards may be
subject to risk of forfeiture based on the passage of time or the satisfaction of other criteria, such as continued
employment or Company performance. Recipients of restricted stock awards are entitled to vote and receive dividends
attributable to the shares underlying the award beginning on the grant date.
|
|
|
·
|
Restricted Stock Units. Restricted stock units consist of
a right to receive shares (or cash, in the Administrator’s discretion) on one or more vesting dates in the future.
The vesting dates may be based on the passage of time or the satisfaction of other criteria, such as continued employment or
Company performance. Recipients of restricted stock units have no rights as a stockholder with respect to any shares covered
by the award until the date a stock certificate or book entry evidencing such shares is issued or made,
respectively.
|
Compensation of Non-Employee Directors
The Company uses a combination of cash and
share-based incentive compensation to attract and retain qualified candidates to serve on the Board of Directors. In setting director
compensation, the Company considers the significant amount of time that directors expend fulfilling their duties to the Company
as well as the skill level required by the Company of members of the Board.
Non-employee directors of the Company receive
an annual fee of $24,000 for their service as directors. The Chairman of the Audit Committee receives an additional annual fee
of $6,000. All of the Company’s directors are reimbursed for reasonable travel expenses incurred in attending meetings.
Non-employee directors also receive stock
options under the 2016 Equity Incentive Plan. Each year, on the date of the Company’s Annual Meeting, non-employee directors
receive an option to purchase 10,000 shares of common stock. In addition, upon their initial appointment or election to the Board,
non-employee directors receive a one-time grant of options to purchase 10,000 shares of common stock. Generally, such options become
exercisable in full six months after the date of grant and expire ten years from the date of grant.
The table below presents cash and non-cash
compensation paid to non-employee directors during the last fiscal year.
Non-Management
Director Compensation for Fiscal Year Ended December 29, 2018
|
Name (1)
|
|
Fees Earned or
Paid in Cash ($)
|
|
|
Option
Awards ($)
|
|
|
All Other
Compensation ($)
|
|
|
Total ($)
|
|
|
Dennis (De) Gao
|
|
|
30,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
30,000
|
|
|
Richard D. Butler
|
|
|
30,000
|
|
|
|
–
|
|
|
|
32,000 (2)
|
|
|
|
62,000
|
|
|
Timothy Matula (3)
|
|
|
15,419
|
|
|
|
–
|
|
|
|
–
|
|
|
|
15,419
|
|
|
Nael Hajjar (4)
|
|
|
5,652
|
|
|
|
–
|
|
|
|
–
|
|
|
|
5,652
|
|
_______________________
|
(1)
|
The Chairman of the Audit Committee received an additional annual fee of $6,000 and each other member of the Audit Committee received an additional annual fee of $6,000. All of the Company’s directors were reimbursed for reasonable travel expenses incurred in attending meetings.
|
|
|
|
|
(2)
|
This amount reflects the fair value of the stock granted during fiscal 2018. Stock grants issued in fiscal 2018 were valued at the market price of the Company’s common stock on the date of grant.
|
|
|
|
|
(3)
|
Mr. Matula resigned from the Board of Directors effective August 10, 2018.
|
|
|
|
|
(4)
|
Mr. Hajjar was appointed to the Board of Directors effective August 10, 2018.
|
Transactions
with related persons
Tony Isaac, the Company’s Chief Executive
Officer, is the father of Jon Isaac, President and Chief Executive Officer of Live Ventures Incorporated and managing member of
Isaac Capital Group LLC, a 15% stockholder of the Company. Tony Isaac, Chief Executive Officer, Virland Johnson, Chief Financial
Officer, Richard Butler, Board of Directors member, and Dennis Gao, Board of Directors member of the Company, are Board of Directors
member, Chief Financial Officer, Board of Directors member, and Board of Directors members of, respectively, Live Ventures Incorporated.
The Company also shares certain executive and legal services with Live Ventures Incorporated. The total services shared were $211,000
and $30,000 for fiscal years ending December 29, 2018 and December 30, 2017, respectively. Customer Connexx rents approximately
9,879 square feet of office space from Live Ventures Incorporated at its Las Vegas, NV office. The total rent and common area expense
were $174,000 and $213,000 for fiscal years ending December 29, 2018 and December 30, 2017, respectively.
On December 30, 2017,
ApplianceSmart Holdings LLC (the “Purchaser”), a wholly-owned subsidiary of Live Ventures Incorporated, entered into
a Stock Purchase Agreement (the “Agreement”) with the Company and ApplianceSmart, Inc. (“ApplianceSmart”),
a subsidiary of the Company. ApplianceSmart is a chain specializing in new and out-of-the-box appliances. Pursuant to the Agreement,
the Purchaser purchased from the Company all the issued and outstanding shares of capital stock (the “Stock”) of ApplianceSmart
in exchange for $6,500,000 (the “Purchase Price”). Effective April 1, 2018, the Purchaser issued to the Company a
promissory note (the “Purchaser Note “) with a three-year term in the original principal amount of $3,919,494 for
the balance of the Purchase Price. ApplianceSmart is guaranteeing the repayment of the Purchaser Note. On December 26, 2018, the
Purchaser Note was amended and restated to grant the Company a security interest in the assets of the Purchaser, ApplianceSmart,
and a party related to ApplianceSmart (ApplianceSmart Contracting Inc.) in exchange for modifying the repayments terms to provide
for the payment in full of all accrued interest and principal on April 1, 2021, which is the modified the maturity date of the
Purchaser Note. On March 15, 2019, the Company entered into agreements with third parties, pursuant to which it agreed to subordinate
the payment of indebtedness under the Purchaser Note and the Company’s security interest in the assets of ApplianceSmart
and other related parties in exchange for a prepayment of outstanding principal amount of the Purchase Note of $1,200,000. In
connection with that sale, the Company has an aggregate amount of future real property lease payments of $4,167,521, which represents
amounts guaranteed or which may be owed under certain lease agreements to third party landlords in which the Company either remains
the counterparty, is a guarantor, or has agreed to remain contractually liable under the lease (“ApplianceSmart Leases”).
There are five ApplianceSmart Leases with Company guarantees, one terminating December 31, 2020, April 30, 2021, August 14, 2021,
December 31, 2022 and June 30, 2025, respectively. As of June 29, 2019, it cannot be determined either at June 29, 2019 or on
a prospective basis that the Company will incur any loss related to its’ guarantees for a maximum potential amount of future
undiscounted lease payments of $4,167,521. The Company does not have any accrued amount of liability associated with these future
guaranteed lease payments. The ApplianceSmart Leases either have the Company as the contract tenant only, or in the contract reflects
a joint tenancy with ApplianceSmart. ApplianceSmart is the occupant of the ApplianceSmart Leases. ARCA does not have the right
to use the ApplianceSmart lease assets and hence capitalization under Accounting Standards Codification 842 is not required. The
ApplianceSmart Leases have historically been used by ApplianceSmart for their operations and the consideration has and is being
paid by ApplianceSmart historically and in the future. Any amounts paid out for the Company’s obligations and or guarantees
under ApplianceSmart Leases would be recoverable to the extent there were assets available from ApplianceSmart and added to the
Purchaser Note.
On August 28, 2019, ARCA Recycling, Inc.
(the “Borrower”), a wholly-owned subsidiary of the Company, entered into and delivered to Isaac Capital Group, LLC
(the “Lender”), a secured revolving line of credit promissory note, whereby the Lender agreed to provide the Borrower
with a $2,500,000 revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility matures
on August 28, 2020. The Revolving Credit Facility bears interest at 8.75% per annum and provides for the payment of interest, monthly
in arrears. The Borrower will pay a loan fee of 2.0% on each borrowing made under the Revolving Credit Facility. On August 28,
2019, the Borrower received an advance of $1,000,000 under the Revolving Credit Facility. In connection with entering into the
Revolving Credit Facility, the Borrower also entered into a security agreement in favor of the Lender, pursuant to which the Borrower
granted a security interest in all of its assets to the Lender. The obligations of the Borrower under the Revolving Credit Facility
are guaranteed by the Company. The foregoing transaction did not include the issuance
of any shares of Parent’s common stock, warrants, or other derivative securities. The Lender is a record and beneficial
owner of approximately 15% of the outstanding capital stock of the Company. Jon Isaac is the manager and sole member of the Lender,
and the son of Tony Isaac, the Chief Executive Officer of the Company and the Borrower.
Audit
Committee Report
The Audit Committee reviewed with management
the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, as amended, including
a discussion of the reasonableness of significant judgments and accounting principles.
The Audit Committee reviewed and discussed
the audited financial statements with management. The Audit Committee discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board
(PCAOB) in Rule 3200T. The Audit Committee has received the written disclosures and the letter from the independent accountants
required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee
concerning independence and has discussed with the independent accountant the independent accountant’s independence.
In reliance on the reviews and discussions
referred to above, the Audit Committee recommended to the Board of Directors (and the Board approved) that the audited consolidated
financial statements be included in the Annual Report on Form 10-K for the year ended December 29, 2018, for filing with the Securities
and Exchange Commission.
|
October 2, 2019
|
The Audit Committee
Richard D. Butler
Dennis (De) Gao
Nael Hajjar
|
Other
Matters
At the date of this proxy statement the
Company’s management knows of no other matters which may come before the Annual Meeting. However, if any other matters properly
come before the meeting, it is the intention of the persons named in the accompanying proxy form to vote such proxies received
by the Company in accordance with their judgment on such matters.
ANNUAL REPORT
A copy of our Annual Report on Form 10-K,
as amended, for the fiscal year ended December 29, 2018, has been mailed to you with this Proxy Statement. Except as provided above,
the Annual Report is not to be considered a part of these proxy soliciting materials or subject to Regulations 14A or 14C or to
the liabilities of Section 18 of the Exchange Act. The information contained in the “Audit Committee Report” shall
not be deemed “filed” with the SEC or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the
Exchange Act. We will provide upon written request, without charge to each stockholder of record as of the record date, a copy
of our Annual Report on Form 10-K, as amended, for the fiscal year ended December 29, 2018, as amended, as filed with the SEC.
Any exhibits listed in the Form 10-K also will be furnished upon request at the actual expense incurred by us in furnishing such
exhibits. Any such requests should be directed to our Corporate Secretary at our principal executive offices at 325 East Warm Springs
Road, Suite 102, Las Vegas, Nevada 89119.
STOCKHOLDERS ARE URGED TO IMMEDIATELY
MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY VIA FACSIMILE TO THE ATTENTION OF CORPORATE SECRETARY, JANONE INC., AT (702) 997-5968
OR IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOUR VOTE IS IMPORTANT.
|
|
By Order of the Board of Directors
/s/ Michael J. Stein
Michael J. Stein, Secretary
|
October 2, 2019
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