PROXY STATEMENT
OF
CREATIVE REALITIES, INC.
For a Special Meeting of Shareholders
to be held on July 10, 2020
This proxy statement is being furnished by Creative Realities, Inc., a Minnesota corporation, in connection with the solicitation by the Company of proxies for the purposes described in this proxy statement at a special meeting of shareholders to be held on Friday, July 10, 2020, and at any and all adjournments or postponements thereof. This proxy statement and the accompanying proxy card are expected to be mailed to Company shareholders on or about June 15, 2020. Throughout this proxy statement, the terms “the Company,” “Creative Realities,” “we,” “our,” and “us” refer to Creative Realities, Inc.
The special meeting will be held at the offices of the Company located at 13050 Magisterial Drive, Suite 102, Louisville, Kentucky 40223 on Friday, July 10, 2020, at 9:00 a.m. Eastern Standard Time. The Board of Directors has fixed the close of business on June 8, 2020 as the record date for determining shareholders entitled to notice of and to vote at the special meeting.
Purpose of the Special Meeting
The Board of Directors called a special meeting in conformity with Minnesota Statutes, Section 302A.433, and the requirements of the Company’s amended and restated corporate bylaws. The purpose of the special meeting is to consider and vote on whether to approve the Company’s 2014 Stock Incentive Plan, as amended, (i) increases the reserve of shares authorized for issuance thereunder to 6,000,000 shares, (ii) removes the provision limiting the number of stock options and stock appreciation rights that can be granted to plan participants during a single fiscal year, and (iii) removes the ability of the Chief Executive Officer to grant incentives from the Plan to new non-officer employees of the Company on a discretionary basis without Committee review or approval.
In accordance with Minnesota law and the Company’s bylaws, no other matters may be brought before the special meeting.
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Questions and Answers
Why am I receiving this proxy statement?
This proxy statement contains information relating to the solicitation of proxies for use at our special meeting to be held at 9:00 a.m., Eastern Standard Time, on Friday, July 10, 2020, at our offices located at 13050 Magisterial Drive, Suite 102, Louisville, Kentucky 40223, for the purpose stated in the Notice of Special Meeting of Shareholders. We, the Company, are making this solicitation.
Why is the Company holding this special meeting?
We are holding this special meeting to vote on an amended 2014 Stock Incentive Plan (the “Plan”). The amended Plan (i) increases the reserve of shares authorized for issuance thereunder to 6,000,000 shares, (ii) removes the limit on the number of stock options and stock appreciation rights that can be granted to plan participants during a single fiscal year, and (iii) removes the ability of the Chief Executive Officer to grant incentives from the Plan to new non-officer employees of the Company on a discretionary basis without Committee review or approval.
Who is entitled to vote at the special meeting?
Only holders of record of our common stock and our voting preferred stock at the close of business on June 8, 2020, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting or any adjournment or postponement of the special meeting.
What are the voting rights of shareholders?
Each share of common stock outstanding on the record date entitles its holder to cast one vote on the matter to be voted upon. Each share of our voting preferred stock outstanding on the record date entitles its holder to cast that number of votes equal to the number of shares of common stock into which the preferred stock is convertible as of the record date.
Who can attend the special meeting?
Only holders of our common stock and voting preferred stock at the close of business on June 8, 2020, the record date for the special meeting, or their duly appointed proxies, are authorized to attend the special meeting. Cameras, recording devices, and other electronic devices will not be permitted at the special meeting. If you hold your shares in “street name” (that is, through a bank, broker or other nominee), you will need to bring either a copy of the brokerage statement reflecting your stock ownership as of the record date or a legal proxy from your bank or broker.
What will constitute a quorum at the special meeting?
The presence at the special meeting, in person or by proxy, of a majority of the voting power of the shares of common stock and voting preferred stock outstanding at the close of business on June 8, 2020 will constitute a quorum permitting our shareholders to conduct business at the special meeting. We will include abstentions in the number of shares of common stock present at the special meeting for purposes of determining a quorum. As of the record date, there were 9,854,623 shares of common stock outstanding, and zero shares of voting preferred stock outstanding (entitling the preferred stock holders to voting power equivalent to an aggregate of zero shares of common stock).
How do I vote my shares of common stock that are held by my bank, broker or other nominee?
If you hold any or all of your shares of common stock through a bank, broker or other nominee, you should follow the voting instructions provided to you by the bank, broker or nominee. Specific voting procedures relating to your shares of common stock held through a bank, broker or other nominee will depend on their particular voting arrangements and procedures.
How do I vote?
If you are a holder of record of our common stock or voting preferred stock, then you or your duly authorized agent may vote by completing and returning the accompanying proxy card, or you may attend the special meeting and vote in person.
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May I change my vote after I return my proxy card?
Yes. You may revoke a previously granted proxy at any time before it is exercised by submitting to our Chief Financial Officer, Mr. Will Logan, at 13100 Magisterial Drive, Suite 100, Louisville, Kentucky 40223, a notice of revocation or a duly executed proxy (bearing a later date) on or prior to the close of business on July 9, 2020. You may also revoke a previously granted proxy by attending the special meeting and voting in person.
How are votes counted?
If the accompanying proxy card is properly signed and returned to us, and not revoked, it will be voted AS DIRECTED BY YOU. If you return a proxy card but do not indicate how your shares are to be voted, your proxy card will be voted FOR the proposal at the special meeting.
How does the Board of Directors recommend that shareholders vote on the proposed amendment?
Our Board of Directors recommends a vote “FOR” the proposal. The factors considered by the Board of Directors in reaching this determination are described below in the description of the proposal.
Why is the Company seeking approval of the proposed amendment?
Section 9.11 of the Plan requires the approval of the shareholders of the Company to increase the maximum number of shares of the Company’s common stock issuable to participants of the Plan or to amend the Plan in any way that materially increases the benefits accruing to the Plan’s participants.
What if the proposed amendment is not approved?
If the proposal is not approved, then the proposed amendments to the Plan will not go into effect as described in this proxy statement. Accordingly, the maximum number of shares of common stock reserved for issuance under the Plan will not be increased and the annual maximum number of stock options and stock appreciation rights that can be granted under the Plan will remain in place. Additionally, if the proposal is not approved, the executive and employee options issued by the Board of Directors (and described in detail in the proposal) may not be exercised by the recipients of such options.
Who pays the costs of soliciting proxies?
We will pay the costs of soliciting proxies. Presently, we do not anticipate that we will solicit proxies by any means other than mail. We expect that banks, brokers, fiduciaries, custodians and nominees will forward proxy soliciting materials to their principals, and that we will reimburse such persons’ out-of-pocket expenses.
How can I determine the results of the voting at the special meeting?
Preliminary voting results will be announced at the special meeting, if available. Preliminary results, if necessary, and final results will be reported on a Form 8-K filed with the SEC within four days of the date of the meeting.
What does it mean if I receive more than one proxy card?
If you receive more than one proxy card, then your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.
Are proxy materials available on the Internet?
To view this proxy statement on the Internet, please follow the instructions for Internet voting on the accompanying proxy card or visit www.investorvote.com/CREX.
Are there dissenters’ or appraisal rights?
No. The proposal to be considered and voted upon at the special meeting does not entitle our holders of common stock to any dissenters’ or appraisal rights.
Whom should I contact if I have any questions?
If you have any questions about the special meeting, the proxy materials or your ownership of our common stock, please contact Will Logan, our Chief Financial Officer, at (502) 791-8800.
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Voting at the Special Meeting
At the special meeting, our shareholders will be asked to approve our amended 2014 Stock Incentive Plan (as amended, the “Plan”), which increases the total number of shares of our common stock reserved for issuance under the Plan and removes annual limits on the number of stock options and stock appreciation rights that can be granted to Plan participants. For our shareholders to approve the Plan, Minnesota law requires the affirmative vote of the holders of the greater of: (i) a majority of the voting power of the shares present and entitled to vote, or (ii) a majority of the voting power of the minimum number of the shares entitled to vote that would constitute a quorum for the transaction of business at the meeting.
If, but only if, the required vote is obtained at the special meeting, then the Plan will be amended as indicated in Exhibit A attached to this Proxy Statement. If the Plan, as amended, is not approved, then the existing Plan will remain in place.
As of June 8, 2020, the record date for the special meeting, there were 9,854,623 shares of common stock outstanding (with each share entitling its holder to one vote), and zero shares of voting preferred stock outstanding (with each share presently entitling its holder to approximately one vote, aggregating to zero votes for all holders of our voting preferred stock).
A quorum for the conduct of business at the special meeting will exist if at least a majority of the voting power (or 4,927,312 shares) entitled to vote at the meeting is represented at the meeting, either in person or by proxy. The holders of a majority of the voting power represented at the meeting, whether in person or by proxy, and regardless of whether a quorum is present, may adjourn the special meeting from time to time.
Whether or not you plan to attend the special meeting, the board urges you to vote your shares on the accompanying proxy card and return it in the enclosed envelope. The board is recommending that you vote “FOR” the proposal. You may revoke a previously granted proxy at any time before it is exercised by submitting to our Chief Financial Officer, Mr. Will Logan, at 13100 Magisterial Drive, Suite 100, Louisville, Kentucky 42203, a notice of revocation or a duly executed proxy (bearing a later date) on or prior to the close of business on July 9, 2020.
You may also revoke a previously submitted proxy by voting in person at the meeting, although attendance at the meeting will not, by itself, revoke a proxy. Unless revoked in the manner set forth above, proxies received by us on the accompanying form will be voted at the special meeting only in accordance with the written instructions set forth on the proxy card. In the absence of written instructions, proxies in the form accompanying this proxy statement will be voted FOR the proposal.
Any abstention from voting on a proxy that has not been revoked will be included in computing the number of voting shares present for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the proposal. When brokers do not receive voting instructions from a customer, they are permitted to, and generally do, exercise discretionary voting authority with respect to the customer’s shares on “routine” matters being voted on at a meeting. The special meeting does not involve any “routine matters.” As a result, brokers will not be permitted to exercise discretionary voting authority on the proposed amendment and there will be no “broker non-votes” involved in the special meeting.
The Board of Directors has appointed Will Logan, as Inspector of Election. The Board may, if it deems it appropriate, appoint a presiding inspector to oversee the Inspector of Election. The Inspector of Election will, among other things, determine whether a quorum is present, tabulate votes at the special meeting and resolve any tabulation disputes. The Chairman of the Board or our Chief Executive Officer, however, will be in charge of running and establishing procedures at the special meeting.
If the Inspector of Election cannot definitively determine whether a quorum is present, the business of the special meeting will go forward, even though the final determination as to whether the quorum is present may not be completed for a number of days. If the quorum requirement is not met, the proposal will not be considered to have been approved. No other business is expected to be conducted at the special meeting.
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Common Stock Outstanding and Eligible to be Voted
All outstanding common stock will be entitled to be voted at the special meeting, with each such share being entitled to one vote per share. As of June 8, 2020, the record date for the meeting, there were issued and outstanding 9,854,623 shares of common stock, all of which are eligible to be voted at the special meeting.
The Proposal to
Amend the 2014 Stock Incentive Plan
Introduction
The Creative Realities, Inc. 2014 Stock Incentive Plan (as amended, the “Plan”) has previously been adopted by our Board of Directors. In August 2018, the shareholders approved at a special meeting an amended Plan to increase the total maximum number of shares of our common stock reserved for issuance under the Plan. As a result of the shareholder approval in 2018, the amended Plan reserved a total of 18,000,000 shares of our common stock for issuance as incentives under the Plan, and. the aggregate number of shares of our common stock that could be granted to Plan participants as stock options and stock appreciation rights could not exceed 3,8000,000 shares in a single fiscal year. As a result of our 1-for-30 reverse stock split in October 2018, the shares reserved for issuance under the Plan was adjusted to 600,000 shares and the aggregate number of shares of our common stock that could be granted to Plan participants as stock options and stock appreciation rights in a single fiscal year was adjusted to 126,666.
Any increase in the number of shares of common stock reserved for issuance under the Plan and any amendment of Plan that materially increases the benefits accruing to its participants are subject to and contingent upon the approval of our shareholders. Therefore, we are asking our shareholders to approve the adoption of the amended Plan.
Background
We initially adopted the Plan in April 2013 to aid our efforts to attract, retain and motivate employees, certain key consultants and directors and align the interests of such persons with those of our shareholders. At the time the Plan was adopted, 7,390,355 shares of our common stock were reserved for issuance thereunder. In August 2018, the Plan was amended, with shareholder approval, to increase the shares of our common stock reserved for issuance thereunder to 18,000,000. The amended Plan further approved an annual cap on stock options and stock appreciation rights that could be granted to Plan participants during a single fiscal year at 3,800,000 shares, and the annual cap on shares that may be subject to incentive awards issued under the Plan by the Chief Executive Officer on a discretionary basis and without Committee review or approval to new non-officer employees of the Company was 500,000 shares.
As a result of our 1-for-30 reverse stock split in October 2018, the shares reserved for issuance under the Plan was adjusted to 600,000 shares, the annual cap on stock options and stock appreciation rights that could be granted to Plan participants during a single fiscal year was reduced to 126,666 shares, and the annual cap on shares that may be subject to incentive awards issued under the Plan by the Chief Executive Officer on a discretionary basis and without Committee review or approval to new non-officer employees of the Company was reduced to 16,666 shares.
Throughout fiscal years 2018, 2019 and 2020, the Board of Directors determined that it was, and continues to be, necessary to grant significant equity awards to our officers and other key employees to reward them for their efforts in service to the Company, to align their interests with those of shareholders and to provide competitive compensation to retain their services.
Rescinded and New Options
On June 1, 2020 the Board of Directors of the Company determined that certain stock options granted on May 20, 2020 under the Plan had exceeded applicable limitations on grants in the Plan. The subject options were issued in excess of the overall reserve of shares subject to the Plan and certain of the options exceeded the individual number of options that may be issued to a recipient in any given fiscal year. In response, the Board of Directors approved the rescission (and forfeiture by the holders) of aggregate stock option awards to purchase 2,380,000 shares of the Company’s common stock (the “Rescinded Options”) that had been granted to certain employees, including options to purchase an aggregate of 960,000 and 480,000 shares of common stock issued to Rick Mills, Chief Executive Officer, and Will Logan, Chief Financial Officer, respectively.
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In addition, the Board approved the grant to each holder of a Rescinded Option of a new option to purchase an equal number of shares of the Company’s common stock (the “New Options”) as was set forth in the Rescinded Option, to be issued under the Plan; provided that the New Options provide that they may not be exercised in full or in part until the Company’s shareholders have approved an increase in the number of shares authorized under the Plan sufficient to permit the issuance of the shares underlying the New Option, and the removal of the individual limit set forth in the Plan. If the Company’s shareholders approve the amended Plan as set forth in the Proposal, the New Options will be exercisable, subject to vesting and the other terms and conditions of the New Options. The exercise price of the New Options is $2.53, which is the higher of the closing prices on the date of issuance of the Rescinded Options and the closing price on the date of issuance of the New Options.
The New Options issued to Executive Officers
Messrs. Mills and Logan received ten-year New Options to purchase 480,000 and 240,000 shares of common stock, respectively, which vest in three equal installments on each anniversary of the issuance.
Messrs. Mills and Logan also received ten-year options to purchase 480,000 and 240,000 shares of common stock, respectively, which vest in equal installments over a three-year period subject to satisfying the Company revenue target and EBITDA (earnings before interest, taxes, depreciation and amortization) target for the applicable year. In each of calendar years 2020, 2021 and 2022, one-third of the total shares may vest (if the revenue and EBITDA targets are met), and the shares that are subject to vesting each year are allocated equally to each of the revenue and EBITDA targets for such year.
These options includes a catch-up provision, where any options that did not vest during a prior year due to the Company’s failure to meet a prior revenue or EBITDA target may vest in a subsequent vesting year if the revenue or EBITDA target, as applicable, is met in the future year. The revenue and EBITDA targets for the following three years are as follows:
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Calendar Year
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Revenue Target
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EBITDA Target
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2020
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$32 million
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$2.2 million
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2021
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$35 million
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$3.1 million
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2022
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$38 million
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$3.5 million
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Options Granted to Other Key Employees
Other key employees of the Company received ten-year New Options to purchase an aggregate 860,000 shares of common stock, which vest in three equal installments on each anniversary of the issuance.
Other key employees of the Company received ten-year New Options to purchase an aggregate 80,000 shares of common stock, which vest in equal installments over a three-year period subject to satisfying the same Company revenue target and EBITDA targets as the executive officers for the applicable year, as set forth above.
Proposed Amendments to the Plan
The Board of Directors has determined that in order for us to issue the New Options and to continue to leverage the Plan to attract, retain and motivate employees, certain key consultants, independent contractors and directors and align the interests of such persons with those of shareholders, the shares reserved for issuance and maximum amounts of shares permitted to be issued under the Plan should be increased. On June 1, 2020, our Board of Directors approved increasing the number of shares of our common stock reserved for issuance under the Plan from 600,000 shares to 6,000,000 shares. In determining the amount of the increase of the shares reserved for issuance in the Plan, the Board of Directors took into account prior issuances of awards under the Plan, its intention to grant the New Options and further awards that may be issued from time to time in the future to current and future executive officers, directors, key employees, consultants and independent contractors.
The Board of Directors further determined that, for the same reasons justifying the increase in the maximum shares issuable under the Plan, the limit placed on the number of shares of our common stock issuable to participants of the Plan during a single fiscal year should be removed entirely. The Board of Directors believes that the Board of Directors and Compensation Committee are appropriately positioned to determine what amounts are proper for issuance of stock options and stock appreciation rights under the Plan without the need to include such cap, and that the provisions of the Plan and Nasdaq rules that require the Company’s shareholders to approve of any increase in the number of shares subject
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to the Plan creates a proper safeguard to ensure that the Company’s shareholders have appropriate protective measures in place. Accordingly, on June 1, 2020, our Board of Directors approved an amendment to the Plan deleting Section 5.4 of that plan in its entirety, eliminating any annual limit of common shares of our stock issuable to Plan participants as stock options or stock appreciation rights in a single fiscal year.
Finally, the Board of Directors determined that it and its Compensation Committee are appropriately positioned to determine what amounts are proper for issuance of stock options and stock appreciation rights under the Plan the new employees of the Company. It therefore approved eliminating the ability of the Chief Executive Officer to issue incentive awards under the Plan on a discretionary basis without Committee review or approval to new non-officer employees of the Company. Accordingly, on June 1, 2020, our Board of Directors approved an amendment to the Plan deleting Section 2.2 of the Plan, eliminating the Chief Executive Officer from issuing such discretionary awards.
The Board of Directors believes that these amendments to the Plan are in the best interests of the Company and our shareholders because the availability of an adequate number of shares reserved for issuance under the Plan is an important factor in attracting, retaining, and motivating employees, consultants, independent contractors and directors in order to achieve long-term growth and profitability objectives.
Below is a summary of the Plan, as amended, which is qualified entirely by reference to the complete text of the Plan, as amended, a copy of which, marked to show changes from the previous version of the Plan, is attached as Exhibit A to this Proxy Statement.
Description of the 2014 Stock Incentive Plan (as amended)
General. The purpose of the Plan is to increase shareholder value and to advance the interests of the Company by furnishing a variety of economic incentives designed to attract, retain and motivate employees, certain key consultants, independent contractors and directors of the Company. The Plan is administered by a stock option or Compensation Committee, or if no such committee exists, by the entire Board of Directors.
The Compensation Committee may grant incentives to employees (including officers) or our subsidiaries, directors, and consultants or other independent contractors who provide services to us or our subsidiaries, in the following forms:
• incentive stock options and non-statutory stock options;
• stock appreciation rights;
• stock awards;
• restricted stock;
• restricted stock units; and
• performance shares.
Shares Subject to 2014 Stock Incentive Plan. Subject to the approval of this Proposal by our shareholders, we may issue up to 6,000,000 shares of common stock under the Plan. If an incentive granted under the Plan expires or is terminated or canceled unexercised as to any shares of common stock or forfeited or reacquired by us pursuant to rights reserved upon issuance thereof, we may again issue such shares under the Plan pursuant to another incentive.
Stock Appreciation Rights. A stock appreciation right is a right to receive, without payment to the Company, a number of shares of common stock, the amount of which is determined by dividing (a) the number of shares of common stock as to which the stock appreciation right is exercised multiplied by the amount of the appreciation in such shares — i.e., the amount by which the fair market value of the shares of common stock subject to the stock appreciation right on the exercise date exceeds (1) in the case of a stock appreciation right related to a stock option, the purchase price of the shares of common stock under the stock option or (2) in the case of an stock appreciation right granted alone, without reference to a related stock option, an amount which shall be determined by the Compensation Committee at the time of grant; by (b) the fair market value of a share of common stock on the exercise date. Our Compensation Committee has the discretion to determine the number of shares as to which a stock appreciation right will relate as well as the duration and exercisability of a stock appreciation right. The exercise price may not be less than the fair market value of our common stock on the grant date.
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Limitation on Certain Grants. Subject to the approval of this Proposal by our shareholders, there will be no limit on the number of stock options and stock appreciation rights we can grant to any one person under the Plan during any one fiscal year.
Stock Awards. Stock awards consist of the transfer by the Company to an eligible participant of shares of common stock, without other payment, as additional compensation for services to the Company. The number of shares transferred pursuant to any stock award is determined by the Compensation Committee.
Restricted Stock. Restricted stock consists of the sale or transfer by the Company to an eligible participant of one or more shares of our common stock that are subject to restrictions on their sale or other transfer by the employee, which restrictions will lapse after a period of time as determined by the Compensation Committee. If restricted stock is sold to a participant, the sale price will be determined by the Compensation Committee, and the price may vary from time to time and among participants and may be less than the fair market value of the shares at the date of sale. Subject to these restrictions and the other requirements of the Plan, a participant receiving restricted stock shall have all of the rights of a shareholder as to those shares.
Transferability of Incentives. Incentives granted under the Plan may not be transferred, pledged or assigned by the holder thereof, except in the event of the holder’s death, by will or the laws of descent and distribution or pursuant to a qualified domestic relations order. However, stock options may be transferred by the holder thereof to certain family members or related entities.
Duration, Termination and Amendment of the Incentive Plan and Incentives. The Plan will remain in effect until all incentives granted under the Plan have been satisfied or terminated and all restrictions on shares issued under the Plan have lapsed. We may not grant incentives under the Plan after the tenth anniversary of the approval of the Plan by the Board of Directors. The Board of Directors may amend or discontinue the Plan at any time. However, no such amendment or discontinuance may adversely change or impair a previously granted incentive without the consent of the recipient thereof.
Certain Plan amendments require shareholder approval, including amendments that would increase the maximum number of shares of common stock which may be issued to all participants under the Plan, change or expand the types of incentives that may be granted under the Plan, change the class of persons eligible to receive incentives under the Plan, or materially increase the benefits accruing to participants under the Plan. Generally, the terms of an existing incentive may be amended by agreement between the Compensation Committee and the participant. However, in the case of a stock option or stock appreciation right, no such amendment shall (a) extend the term of the incentive; nor (b) reduce the exercise price per share below the fair market value of the common stock on the date the incentive was granted, unless, in either case, the amendment complies with the requirements of Code Section 409A.
Effect of Sale, Merger, Exchange or Liquidation. In the event of an acquisition of the Company through the sale of substantially all of its assets or through a merger, exchange, reorganization or liquidation of the Company or a similar event, all as determined by the Compensation Committee in its sole discretion, the Compensation Committee shall be authorized to take any and all action it deems equitable under the circumstances, including but not limited to terminating the Plan and issuing to the holders of outstanding vested options and stock appreciation rights the stock, securities or assets, including cash, they would have received if the incentives had been exercised immediately before the transaction, or other specified actions.
2014 Stock Incentive Plan Benefits
The amount and timing of all awards under the Plan are determined in the sole discretion of our Compensation Committee (or if no committee is designated, the entire Board of Directors) and therefore cannot be determined in advance.
Vote Required
The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the special meeting will be required to approve the amendment to the Plan.
The Board of Directors unanimously recommends that you vote “FOR” the proposal to adopt the amended 2014 Stock Incentive Plan.
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Admittance to Special Meeting
You are entitled to attend the special meeting only if you were a shareholder of the Company as of the close of business on June 8, 2020 (the record date) or hold a valid legal proxy for the special meeting. You should be prepared to present photo identification for admittance. In addition, if you are a record holder, your name will be verified against the list of record holders on the record date prior to being admitted to the special meeting. If you are not a record holder but hold Company common stock as of the record date through a broker or nominee (i.e., in street name), you must provide proof of beneficial ownership on the record date, such as your most recent account statement prior to the record date, or other similar evidence of ownership. If you do not provide photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the special meeting.
Voting, Solicitation and Certain Other Information
Proxies may be solicited by mail. Presently, we do not anticipate that we will solicit proxies by any other means. No person will receive additional compensation for any proxy solicitations. We have requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all of our solicitation materials to the beneficial owners of the common stock they hold of record. We will reimburse these record holders for customary clerical and mailing expenses incurred by them in forwarding these materials to their customers.
The entire expense of the solicitation of proxies on our behalf for the special meeting is being borne by us. Our costs incidental to this proxy solicitation include expenditures for printing, postage, legal and related expenses, and are expected to be approximately $10,000.
No Dissenters’ Rights
Pursuant to Minn. Stat. 302A.471, Subd. 1, dissenters’ rights are not available to the Company’s shareholders as a result of any of the proposal described for consideration at the special meeting.
No Other Matters at the Special Meeting
Other than the proposal to adopt the amended 2014 Stock Incentive Plan, we are not aware of any other matters to be submitted at the special meeting and no other business is expected to be brought before the meeting. Nonetheless, if any other matter legally and properly comes before the meeting, the named proxies will vote all proxies granted to them in their sole discretion.
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