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
Check
the appropriate box:
[X]
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Preliminary
Proxy Statement
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Confidential,
for use of the Commission only as permitted by Rule 14a-6(e)(2)
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Definitive
Proxy Statement
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Definitive
Additional Material
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Solicitation
Material under §240.14a-12
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GAUCHO
GROUP HOLDINGS, Inc.
(Name
of Registrant as Specified in Its Charter)
Payment
of filing fee (Check the appropriate box):
[X]
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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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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5)
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Total
fee paid:
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Fee
paid 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, of 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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3)
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Filing
Party:
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4)
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Date
Filed:
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PRELIMINARY
PROXY STATEMENT — SUBJECT TO COMPLETION
GAUCHO
Group HOLDINGS, Inc.
112
NE 41st Street, Suite 106
Miami,
FL 33137
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS AND IMPORTANT NOTICE REGARDING THE AVAILABILITY OF THE COMPANY’S PROXY STATEMENT
On
August 26, 2021
To
our Stockholders:
You
are cordially invited to attend, virtually or in person, the Annual Meeting of Stockholders of Gaucho Group Holdings, Inc. (the “Company”,
or “GGH”) on August 26, 2021, at 12:00 p.m. Eastern Time, via webcast at _______________________, or in person at 112
NE 41st Street, Suite 106, Miami, Florida 33137 (the “Annual Meeting”). At the Annual Meeting the Company will
submit the following seven (7) proposals to its stockholders for approval:
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1.
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To
elect one (1) Class II nominee to the board of directors named in this Proxy Statement to hold office for a three-year term.
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2.
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To
approve for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of an additional 747,575 shares of our common stock
pursuant to that certain Common Stock Purchase Agreement, dated May 6, 2021 (the “Purchase Agreement”) and that certain Registration
Rights Agreement, dated May 6, 2021 (the “Rights Agreement”) by and between the Company and Tumim Stone Capital LLC, without
giving effect to the exchange cap in such Purchase Agreement and Rights Agreement and which amount will not to exceed 29.99% of our common
stock outstanding.
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3.
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To
approve an amendment to the Company’s 2018 Equity Incentive Plan to increase the number of shares available for awards under
the plan to 15% of our common stock outstanding on a fully diluted basis as of the date of stockholder approval.
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4.
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To
approve for purposes of complying with Nasdaq Listing Rule 5635(a), the purchase of real estate located in Argentina from Hollywood Burger
Holdings, Inc. in exchange for the issuance of shares of common stock of the Company.
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5.
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To
approve for purposes of complying with Nasdaq Listing Rule 5635(a), the purchase of shares of common stock of Gaucho Group Inc. in exchange
for shares of the Company from the stockholders of Gaucho Group Inc.
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6.
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To
ratify and approve the appointment of Marcum LLP as the Company’s independent registered accounting firm for the year ended December
31, 2021.
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7.
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To
cancel for cause the employment contract with Scott L. Mathis, CEO.
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Additionally,
any other business that may properly come before the Annual Meeting will be conducted.
The
discussion of the proposals set forth above is intended only as a summary and is qualified in its entirety by the information contained
in the accompanying Proxy Statement. Only holders of record of our common stock on July 7, 2021 (the “Record Date”) will
be entitled to notice of and to vote at this Annual Meeting, and any postponements or adjournments thereof.
The
accompanying Proxy Statement is being furnished to our stockholders for informational purposes only, pursuant to Section 14(a) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder. The
Board will be soliciting your proxy in connection with the matters discussed above. Stockholders who wish to vote on the proposals accordingly
must either attend the Annual Meeting and vote in person or otherwise designate a proxy to attend the Annual Meeting and vote on their
behalf.
We
are using the “Notice and Access” method of providing proxy materials to common stockholders of record via the internet.
We are mailing common stockholders of record a Notice of Internet Availability of Proxy Materials instead of a paper copy of the proxy
materials. Notice and Access provides a convenient way for stockholders to access the Company’s proxy materials and vote shares
on the internet, and also allows us to reduce costs and conserve resources. The Notice of Internet Availability includes instructions
on how to access our proxy materials and how to vote your shares. The Notice of Internet Availability also contains instructions on how
to receive a paper copy of the proxy materials if you prefer.
The
Company is using the “Full Set Delivery” method of providing proxy materials to all beneficial owners of record of common
stock (beneficial owners are those stockholders who hold the Company’s common shares through a broker). These stockholders are
unable to vote by internet or by phone. Therefore, the Full Set Delivery option requires we mail our proxy materials to these stockholders
under the “traditional” method by providing paper copies as well as providing access to our proxy materials on a publicly
accessible website.
The
Company’s Proxy Statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and the other Annual Meeting materials are
available on the internet at: https://www.cstproxy.com/gauchogroupholdings/2021.
Whether
or not you expect to attend the Annual Meeting, please vote your shares in advance online or by mail to ensure that your vote will be
represented at the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and
you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.
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Sincerely,
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Scott
L. Mathis, Chairman of the Board and
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Chief
Executive Officer
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GAUCHO
Group HOLDINGS, Inc.
1445
16th Street, Suite 403
Miami
Beach, FL 33139
PROXY
STATEMENT
FOR
THE ANNUAL MEETING OF STOCKHOLDERS
To
Be Held on August 26, 2021 at 12:00 p.m. Eastern Time
July
__, 2021
We
are furnishing this Proxy Statement to stockholders of GAUCHO GROUP HOLDINGS, INC. (“we” or “GGH” or the “Company”)
in connection with the Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournments or postponements thereof.
We will hold the Annual Meeting on August 26, 2021 at 12:00 p.m. Eastern Time, webcast at ____________________________, and in person
at 112 NE 41st Street, Suite 106, Miami, Florida 33137.
The
Annual Meeting is being held for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement
(including the Notice of Annual Meeting of Stockholders) is first being made available to stockholders beginning on or about July 16,
2021. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, including financial statements (“Annual
Report”), was filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2020, and the Company’s
quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2021 including financial statements (“Quarterly Report”),
was filed with the SEC on May 17, 2021. Hard copies of this Proxy Statement and the Annual Report will be provided to record holders
of common stock (who are receiving proxy materials via the Notice and Access Method) via U.S. mail only by request and the Quarterly
Report is available on the internet at: https://www.cstproxy.com/gauchogroupholdings/2021.
Voting
Securities and Quorum Required.
Holders
of record of our common stock at the close of business on July 7, 2021(the “Record Date”) will be entitled to vote on all
matters. On the Record Date, we had ________ shares of common stock issued and ___________ outstanding. Each share of common stock is
entitled to one vote per share. Common stock represents our only class of voting securities outstanding.
Cumulative
voting shall not be allowed in the election of directors or any of the proposals being submitted to the stockholders at the Annual Meeting.
For
the transaction of business at the Annual Meeting a quorum must be present. A quorum consists of not less than one-third of the shares
entitled to vote at the Annual Meeting. In the event there are not sufficient votes for a quorum or to approve any proposals at the time
of the Annual Meeting, the Annual Meeting may be adjourned to a future time and date.
Revocability
of Proxies
You
can revoke your proxy at any time before it is exercised by timely delivery of a properly executed, later-dated proxy, by delivering
a written revocation of your proxy to our Secretary, or by voting at the Annual Meeting via the internet. The method by which you vote
by proxy will in no way limit your right to vote at the Annual Meeting if you decide to attend the meeting virtually. If your shares
are held in the name of a bank or brokerage firm, you must obtain a proxy, executed in your favor, from the bank or broker, to be able
to vote at the Annual Meeting.
No
Dissenters Rights
The
proposed corporate actions on which the stockholders are being asked to vote are not corporate actions for which stockholders of a Delaware
corporation have the right to dissent under the Delaware General Corporation Law (the “DGCL”).
Proposals
by Security Holders
One
stockholder has requested that we include an additional proposal in this Proxy Statement and that the proposal be submitted to a vote
of the stockholders at the Annual Meeting. After notifying the requesting stockholder of the procedural defects in its proposal and receiving
an amended proposal within the time limits of Rule 14a-8 of the Securities Exchange Act of 1934 (the “1934 Act”), we have
included the proposal on this Proxy Statement as Proposal No. 7:
That
the Board of Directors cancel for cause the employment contract with Scott L. Mathis, CEO.
Proposal
No. 7 is a non-binding proposal, meaning that even if approved by the stockholders holding a majority of the common stock available to
vote at the meeting, management and the Board of Directors are not required to adopt the resolution. If approved by the stockholders,
the Board of Directors must evaluate whether Proposal No. 7 is in the best interests of the stockholders and whether it will take action
to implement the same or a substantially similar proposal in light of the stockholder approval.
QUESTIONS
AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Q.
Why am I receiving these materials?
A.
We have sent you these proxy materials because the Board of Directors (the “Board”) of Gaucho Group Holdings, Inc. (sometimes
referred to as the “Company” or “GGH”) is soliciting your proxy to vote at the 2021 Annual Meeting of Stockholders
(the “Annual Meeting”), including at any adjournments or postponements of the Annual Meeting. You are invited to attend the
Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote
your shares. Instead, you may cast your vote by proxy over the internet by following the instructions provided in the Notice of Internet
Availability, or, if you have received, or requested to receive, printed proxy materials, you can also vote by mail pursuant to the instructions
provided on the proxy card.
In
accordance with SEC rules, we may furnish proxy materials, including this Proxy Statement and our Annual Report, to our stockholders
by providing access to such documents on the internet instead of mailing printed copies. Common stockholders of record will not receive
printed materials unless they request them. Instead, a Notice of Internet Availability is mailed that instructs stockholders as to how
they may access and review all of the proxy materials on the internet. We intend to commence the mailing of the Notice of Internet Availability
on or about July 16, 2021 to all common stockholders of record entitled to vote at the Annual Meeting. The beneficial owners of record
entitled to vote at the Annual Meeting will receive printed copies by mail. We intend to commence mailing printed copies to these stockholders
on or about July 16, 2021.
Q.
How do I attend the Annual Meeting?
A.
The Annual Meeting will be held virtually and in person on August 26, 2021 at 12:00 p.m. Eastern Time, webcast at ____________ and in
person at 112 NE 41st Street, Suite 106, Miami, Florida 33137. You will receive a link to the webcast and telephone call in instructions.
Q.
Who can vote at the Annual Meeting?
A.
Only stockholders of record at the close of business on July 7, 2021 will be entitled to vote at the Annual Meeting. On this Record Date,
there were __________ shares of common stock outstanding and entitled to vote.
Q.
What am I voting on?
A.
There are seven (7) matters scheduled for a vote:
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To
elect one (1) Class II nominee to the board of directors named in this Proxy Statement to hold office for a three-year term.
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To
approve for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of an additional 747,575 shares of the Company’s
common stock pursuant to an equity line of credit with Tumim Stone Capital LLC, which will result in a total of 2,241,979 shares
of the Company’s common stock issuable pursuant to the equity line of credit, which number of shares equals 29.99% of our shares
of common stock outstanding.
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To
approve an amendment to the Company’s 2018 Equity Incentive Plan to increase the number of shares available for awards under
the plan to 15% of our common stock outstanding on a fully diluted basis as of the date of stockholder approval.
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To
approve for purposes of complying with Nasdaq Listing Rule 5635(a), the purchase of real estate located in Argentina from Hollywood
Burger Holdings, Inc. in exchange for the issuance of shares of common stock of the Company.
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To
approve for purposes of complying with Nasdaq Listing Rule 5635(a), the purchase of shares of common stock of Gaucho Group Inc. in
exchange for shares of the Company from the stockholders of Gaucho Group Inc.
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To
ratify and approve the appointment of Marcum LLP as the Company’s independent registered accounting firm for the year ended
December 31, 2021.
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To
cancel for cause the employment contract with Scott L. Mathis, CEO.
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Q.
What if another matter is properly brought before the Annual Meeting?
A.
At this time, the Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters
are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters
in accordance with their best judgment.
Q.
How do I vote and what is the vote required for each proposal?
A.
As to the election of the Class II director nominees under Proposal No. 1, you may vote “For” the election of the nominee
proposed by the Board, or “Withhold” for the nominee being proposed. The director will be elected by a plurality of votes
cast at the Annual Meeting.
With
respect to Proposal No. 2 (approval of the additional issuance of 747,575 shares of the Company’s common stock pursuant to an equity
line of credit with Tumim Stone Capital LLC) you may vote “For” or “Against” or “Abstain” for such
proposal. Proposal No. 2 will be approved if a majority of common stock outstanding and present at the Annual Meeting is voted in favor
of such proposal.
With
respect to Proposal No. 3 (amendment to 2018 Plan), you may vote “For” or “Against” or “Abstain”
for such proposal. Proposal No. 3 will be approved if a majority of the common stock outstanding and present at the Annual Meeting is
voted in favor of such proposal.
With
respect to Proposal No. 4 (purchase of real estate), you may vote “For” or “Against” or “Abstain”
for such proposal. Proposal No. 4 will be approved if a majority of the common stock outstanding and present at the Annual Meeting is
voted in favor of such proposal.
With
respect to Proposal No. 5 (purchase of GGI shares), you may vote “For” or “Against” or “Abstain”
for such proposal. Proposal No. 5 will be approved if a majority of the common stock outstanding and present at the Annual Meeting is
voted in favor of such proposal.
With
respect to Proposal No. 6 (ratification and approval of the appointment of Marcum LLP as the Company’s independent auditors), you
may vote “For” or “Against” or “Abstain” for such proposal. Proposal No. 6 will be approved if a
majority of common stock outstanding and present at the Annual Meeting are voted in favor of such proposal.
With
respect to Proposal No. 7 (cancellation of the employment contract with Scott L. Mathis, CEO), you may vote “For” or “Against”
or “Abstain” for such proposal. Proposal No. 7 will be approved for Board consideration if a majority of common stock outstanding
and present at the Annual Meeting are voted in favor of such proposal.
Q.
What are the effects of abstentions and broker non-votes?
An
abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy
card that it wishes to abstain from voting its shares, or if a broker, bank or other nominee holding its customers’ shares of record
causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the Annual Meeting. As
a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against
a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the shares present and entitled to
vote at the Annual Meeting.
A
broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal
because the broker, bank or other nominee does not have discretionary voting power with respect to such proposal and has not received
voting instructions from the beneficial owner of the shares. Broker non-votes will be counted for purposes of calculating whether a quorum
is present at the Special Meeting but will not be counted for purposes of determining the number of votes cast. Therefore, a broker non-vote
will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any proposal.
The
procedures for voting are fairly simple:
Stockholder
of Record: Shares Registered in Your Name
If
on July 7, 2021 your shares were registered directly in your name with GGH’s transfer agent, Continental Stock Transfer & Trust
Company, Inc., then you are a stockholder of record. As a stockholder of record, you may vote in person or online at the Annual Meeting
or vote by proxy by visiting https://www.cstproxy.com/gauchogroupholdings/2021 and following the instructions provided on the
Notice of Internet Availability. Whether or not you plan to attend the Annual Meeting, we urge you to fill out your proxy via the internet
to cast your votes or vote via telephone.
If
you have requested to receive printed copies of the proxy materials by mail, you may vote using the proxy card enclosed with the proxy
materials and returning it by mail. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your
vote is counted. You may still attend the Annual Meeting and vote online or in person even if you have already voted by proxy.
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To
vote in person, attend the Annual Meeting and you will be afforded an opportunity to vote via the internet or via paper ballot.
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To
vote online or via telephone, follow the instructions on the Notice of Internet Availability mailed to you.
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If
you have received or requested to receive your proxy materials by mail, you have the option to vote using the proxy card included
in the mailing. To do so, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided.
If we receive your signed proxy card before the Annual Meeting, we will vote your shares as you direct.
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Beneficial
Owner: Shares Registered in the Name of Broker or Bank
If
on July 7, 2021 your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar
organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded
to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting
at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares
in your account. Simply complete the steps included in the voting instruction form to ensure that your vote is counted.
You
are also invited to attend the Annual Meeting. To vote at the Annual Meeting, you must obtain a valid proxy from your broker, bank or
other agent. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request
a proxy form.
Q.
How many votes do I have?
A.
On each matter to be voted upon, you have one vote for each share of common stock you own as of July 7, 2021.
Q.
What happens if I do not vote?
Stockholders
of Record: Shares Registered in Your Name
A.
If you are a stockholder of record and do not vote by proxy by accessing https://www.cstproxy.com/gauchogroupholdings/2021, by
telephone, in person or online at the Annual Meeting, or, if you’ve received or requested to receive the proxy materials by mail,
and do not complete and return your proxy card by mail, your shares will not be voted.
Beneficial
Owners: Shares Registered in the Name of Broker or Bank
A.
If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether
your broker or nominee will still be able to vote your shares depends on whether the particular proposal is considered to be a routine
matter under applicable rules. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect
to matters that are considered to be “routine” under applicable rules but not with respect to “non-routine” matters.
Under applicable rules and interpretations, “non-routine” matters are matters that may substantially affect the rights
or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation
(including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation),
and certain corporate governance proposals, even if management-supported. Unless you provide voting instructions to your broker, your
broker or nominee may NOT vote your shares on the election of directors (Proposal 1), the approval of the additional issuance of 747,575
shares of the Company’s common stock pursuant to an equity line of credit with Tumim Stone Capital LLC (Proposal 2), the approval
of an amendment to the Company’s 2018 Equity Incentive Plan to allow for additional shares available for awards (Proposal 3), the
approval of the purchase of real estate from Hollywood Burger Holdings, Inc. (Proposal 4), the approval of the purchase of shares of
common stock of Gaucho Group, Inc. (Proposal 5), or the cancellation for cause of the employment contract with Scott. L. Mathis, CEO
(Proposal 7) without your instructions, but may vote your shares on the ratification and approval of the appointment of Marcum LLP
as the Company’s independent registered accounting firm (Proposal 6) even in the absence of your instruction.
Q.
What if I return a proxy card or otherwise vote but do not make specific choices?
A.
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable,
“For” the election of the nominees for director named in this Proxy Statement, “For” the approval
of the additional issuance of 747,575 shares of the Company’s common stock pursuant to an equity line of credit with Tumim Stone
Capital LLC, “For” the approval of an amendment to the Company’s 2018 Equity Incentive Plan to allow for additional
shares available for awards, “For” the approval of the purchase of real estate from Hollywood Burger Holdings, Inc.,
“For” the approval of the purchase of shares of common stock of Gaucho Group, Inc., “For” the ratification
and approval of the appointment of Marcum LLP as the Company’s independent registered accounting firm, and “Against”
the cancellation for cause of the employment contract with Scott L. Mathis, CEO. If any other matter is properly presented at the Annual
Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
Q.
Who is paying for this proxy solicitation?
A.
The Company will pay for the entire cost of soliciting proxies. In addition to these proxy materials, the Company’s directors and
employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid
any additional compensation for soliciting proxies. The Company may also reimburse brokerage firms, banks and other agents for the cost
of forwarding proxy materials to beneficial owners.
Q.
What does it mean if I receive more than one set of proxy materials?
A.
If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please
follow the voting instructions on each Notice of Internet Availability (or each proxy card in the proxy materials if you have requested
printed proxy materials) to ensure that all of your shares are voted.
Q.
Can I change my vote after submitting my proxy?
All
Stockholders of Record: Shares Registered in Your Name
A.
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares,
you may revoke your proxy in any one of the following ways:
1.
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If
you have requested your proxy materials be mailed to you, you may submit another properly completed proxy card with a later date;
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2.
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You
may send a timely written notice that you are revoking your proxy to the Company’s legal counsel, Burns Figa & Will PC,
Attn: Victoria Bantz, 6400 S. Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111;
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3.
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You
may change your vote using the online voting method, in which case your latest internet proxy submitted prior to the Annual Meeting
will be counted; or
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4.
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You
may attend the Annual Meeting and vote online or in person. Simply attending the Annual Meeting will not, by itself, revoke your
proxy.
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Your
most current proxy card is the one that is counted.
Beneficial
Owner: Shares Registered in the Name of Broker or Bank
A.
If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
Q.
When are stockholder proposals and director nominations due for next year’s Annual Meeting?
A.
We anticipate that our 2022 Annual Meeting will be held in July 2022. To be considered for inclusion in next year’s proxy materials,
your proposal must be submitted in writing to the attention of the Secretary of Gaucho Group Holdings, Inc. c/o Burns Figa & Will
PC, Attn: Victoria Bantz, 6400 S. Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111. If you wish to submit a proposal at
the Annual Meeting that is to be included in next year’s proxy materials, you must do so in accordance with the Company’s
amended and restated bylaws (the “Bylaws”), which contain additional requirements about advance notice of stockholder proposals
and director nominations. In addition, you must comply with all applicable requirements of Rule 14a-8 promulgated under the Securities
Exchange Act of 1934.
Q.
What are “broker non-votes”?
A.
As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee
holding the shares as to how to vote on matters deemed by the Nasdaq Capital Market (“Nasdaq”) to be “non-routine,”
the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”
Q.
What is the quorum requirement?
A.
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least one-third of
the outstanding common shares entitled to vote are present at the Annual Meeting via the internet or represented by proxy. On the Record
Date, there were _______ common shares outstanding. Thus, the holders of ________ shares of common stock must be present in person or
represented by proxy at the Annual Meeting to have a quorum.
Your
shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or
other nominee) or if you vote via internet or in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards
the quorum requirement. If there is no quorum, the chairman of the Annual Meeting or the holders of a majority of shares present at the
Annual Meeting or represented by proxy may adjourn the Annual Meeting to another date.
Q.
How can I find out the results of the voting at the Annual Meeting?
A.
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current
report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available
to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary
results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
Q.
What proxy materials are available on the internet?
A.
The Proxy Statement and the annual report to stockholders are available at: https://www.cstproxy.com/gauchogroupholdings/2021.
Forward
Looking Statements
This
Proxy Statement may contain certain “forward-looking” statements, as defined in Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the
Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions that, if they never materialize
or prove incorrect, could cause our results to differ materially and adversely from those expressed or implied by such forward-looking
statements.
Such
forward-looking statements include statements about our expectations, beliefs or intentions regarding actions contemplated by this Proxy
Statement, our potential business, financial condition, results of operations, strategies or prospects. You can identify forward-looking
statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements
relate to anticipated or expected events, activities, trends or results as of the date they are made and are often identified by the
use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” or “will,” and similar expressions or variations. Because
forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties
that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements.
Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking
statements. These factors include those described under the caption “Risk Factors” included in our other filings with the
Securities and Exchange Commission (“SEC”), including the disclosures set forth in Item 1A of our Form 10-K for the year
ended December 31, 2020 and in Item 1A of the Form 10-Q for the quarter ended March 31, 2021. Furthermore, such forward-looking statements
speak only as of the date of this Proxy Statement. We undertake no obligation to update any forward-looking statements to reflect events
or circumstances occurring after the date of such statements.
RECORD
DATE AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
AND MANAGEMENT
Security
Ownership of Management
As
of July 1, 2021, the Company had 8,088,864 shares of its common stock issued and 8,085,495 outstanding. The following table sets
forth the beneficial ownership of the Company’s common as of the Record Date by each person who serves as a director and/or an
executive officer of the Company on that date, and the number of shares beneficially owned by all of the Company’s directors and
named executive officers as a group:
Name and Address of
Beneficial Owner
|
|
Position
|
|
Amount and
Nature of Beneficial Ownership (1)
|
|
|
Percent of
Common Stock
|
Scott L. Mathis, 1445 16th
Street, Suite 403, Miami
Beach, FL 33139
|
|
Chairman, Class III Director, Chief Executive Officer, President
|
|
|
494,552
|
(2)
|
|
6.0%
|
|
|
|
|
|
|
|
|
|
Maria Echevarria, 14 Benmore
Ter., Bayonne, NJ 07002
|
|
Chief Financial Officer, Chief Operating Officer, Secretary, Treasurer and Compliance Officer
|
|
|
14,949
|
(3)
|
|
Less than 1%
|
|
|
|
|
|
|
|
|
|
Peter J.L. Lawrence, 5
Landsdowne Crescent, London
WII 2NH, England
|
|
Class II Director
|
|
|
48,882
|
(4)
|
|
1.0%
|
|
|
|
|
|
|
|
|
|
Steven A. Moel, 7934 La
Mirada Drive, Boca Raton, FL
33433
|
|
Class I Director
|
|
|
35,592
|
(5)
|
|
Less than 1%
|
|
|
|
|
|
|
|
|
|
Reuben Cannon, 280 S.
Beverly Drive, #208, Beverly
Hills, CA 90212
|
|
Class I Director
|
|
|
11,274
|
(6)
|
|
Less than 1%
|
|
|
|
|
|
|
|
|
|
Marc Dumont, 43 rue de la
Prétaire, CH-1936, Verbier, Switzerland
|
|
Class I Director
|
|
|
74,282
|
(7)
|
|
1.0%
|
|
|
|
|
|
|
|
|
|
Edie Rodriguez, 1764 Victoria
Pointe Circle, Weston, FL
33327
|
|
Class I Director
|
|
|
16,666
|
(8)
|
|
Less than 1%
|
|
|
|
|
|
|
|
|
|
William Allen
|
|
Class III Director
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
All current directors, directors elect, director nominees, executive officers and named executive officers as a group (seven persons)
|
|
|
|
|
644,314
|
(9)
|
|
8.4%
|
Notes
to Security Ownership of Management table shown above:
|
(1)
|
Calculated
in accordance with 1934 Act Rule 13d-3.
|
|
|
|
|
(2)
|
Consists
of (a) 23,771 shares of our common stock owned by Mr. Mathis directly; (b) 251,829 shares owned by The WOW Group, LLC, of
which Mr. Mathis is a controlling member; (c) 17,470 shares owned by Mr. Mathis’s 401(k) account; and (c) the right to acquire
201,482 shares of common stock subject to the exercise of options.
|
|
(3)
|
Consists
of (a) 886 shares owned by Mrs. Echevarria’s 401(k) account and (b) 14,063 shares of our common stock issuable upon
the exercise of stock options.
|
|
|
|
|
(4)
|
Consists
of (a) 12,332 shares of our common stock owned by Mr. Lawrence directly; (b) 716 shares owned by Mr. Lawrence and his spouse as trustees
for the Peter Lawrence 1992 Settlement Trust; and (c) 35,834 shares of our common stock issuable upon the exercise of stock
options.
|
|
|
|
|
(5)
|
Consists
of (a) 10,100 shares owned by Dr. Moel directly; (b) 11,770 shares held by Dr. Moel’s Roth IRA; (c) 1,780 shares held by Andrew
Moel, his son; (d) 1,900 shares held by Erin Moel, his daughter; and (e) 7,042 shares issuable upon the exercise of stock
options.
|
|
|
|
|
(6)
|
Consists
of (a) 3,333 shares held by Mr. Cannon individually; (b) 1,960 shares owned by Reuben Cannon Productions; (c) 688 shares
issuable upon the exercise of stock options; (d) 3,333 shares issuable upon the exercise of warrants held by Mr. Cannon individually;
and (e) 1,960 shares issuable upon the exercise of warrants held by Reuben Cannon Productions
|
|
|
|
|
(7)
|
Consists
of (a) 30,000 shares owned by Mr. Dumont, his wife Vinciane Dumont, and his daughter Catherine Dumont, JTWROS; (b) 39,282
shares held by Mr. & Mrs. Dumont and Patrick Dumont, JTWROS; and (c) 5,000 shares issuable upon the exercise of stock
options.
|
|
|
|
|
(8)
|
Consists
of (a) 8,333 shares owned directly; and (b) warrants to purchase 8,333 shares of common stock directly.
|
|
|
|
|
(9)
|
Consists
of 415,462 shares of our common stock, 264,108 shares of our common stock issuable upon the exercise of stock options,
and 13,626 shares of our common stock issuable upon the exercise of warrants.
|
Security
Ownership of Certain Beneficial Owners
As
of July 1, 2021, the only persons or entities that beneficially own more than 5% of its outstanding common stock who do not serve
as an executive officer or director:
Name and Address of
Beneficial Owner
|
|
Amount and
Nature of
Beneficial
Ownership (1)
|
|
|
Percent of
Common Stock
|
|
John I. Griffin, 4221 Way Out West Dr, Suite 100, Houston, TX 77092
|
|
|
920,671
|
(2)
|
|
|
11.0
|
%
|
|
(1)
|
Calculated
in accordance with 1934 Act Rule 13d-3.
|
|
|
|
|
(2)
|
Consists
of (a) 365,633 shares of common stock held by Mr. Griffin individually; (b) 264,568 shares of common stock held by
JLAL Holdings Ltd., an entity wholly controlled by Mr. Griffin; (c) 174,248 warrants held by Mr. Griffin individually and 112,764
warrants held by JLAL Holdings Ltd.; and (d) 3,458 shares of our common stock issuable upon the exercise of stock options.
|
Information
Regarding the Board of Directors and Corporate Governance
As
of the Record Date, the names, titles, and ages of the members of the Company’s Board of Directors and its Director nominees are
as set forth in the below table.
Name
|
|
Age
as of
July 1, 2021
|
|
Position
|
Scott
L. Mathis
|
|
59
|
|
Chairman, Class III Director, Chief Executive Officer, President
|
Maria
I. Echevarria
|
|
41
|
|
Chief
Financial Officer, Chief Operating Officer, Secretary, Treasurer and Compliance Officer
|
Peter
J.L. Lawrence
|
|
87
|
|
Class II Director
|
Steven
A. Moel
|
|
77
|
|
Class I Director; Director Nominee
|
Reuben
Cannon
|
|
75
|
|
Class I Director; Director Nominee
|
Marc
Dumont
|
|
78
|
|
Class
I Director
|
Edie
Rodriguez
|
|
59
|
|
Class
I Director
|
William
Allen
|
|
61
|
|
Class
III Director
|
The
Company’s Board of Directors seeks to ensure that it is composed of members whose particular experience, qualifications, attributes,
and skills, when taken together, will allow the Board of Directors to satisfy its oversight obligations effectively. The Company does
not currently have a separate nominating (or similar) committee as given the Company’s small size the Company does not yet believe
such a committee is necessary. However, as the Company grows and considers trying to position itself for a potential listing on a stock
exchange, it will establish a separate nominating committee. Currently, the independent members of the Board of Directors are responsible
for identifying and nominating appropriate persons to add to the Board of Directors when necessary. In identifying Board candidates,
it is the goal of the independent members of the Board to identify persons whom they believe have appropriate expertise and experience
to contribute to the oversight of a company of GGH’s nature while also reviewing other appropriate factors.
Messrs.
Mathis, Lawrence, Cannon, Dumont, Allen, Ms. Rodriguez, and Dr. Moel are current members of the Board of Directors.
Summaries
of the background and experience of the Company’s directors and officers are as follows:
|
●
|
Scott
Mathis: Mr. Mathis is the founder of GGH and has served as Chief Executive Officer and
Chairman of the Board of Directors since its inception in April 1999. Mr. Mathis is also
the founder and, CEO and Chairman of the Board of Directors of GGI. Mr. Mathis has over five
years’ experience serving as Chief Executive Officer and Chairman of the Board of Directors
of Mercari Communications Group, Ltd., a public company. Mr. Mathis is also the founder,
Chief Executive Officer, and Chairman of IPG, AGP and various other affiliated entities of
GGH. Since July 2009, Mr. Mathis has served as the Chief Executive Officer and Chairman of
Hollywood Burger Holdings, Inc., a company he founded which is developing Hollywood-themed
American fast food restaurants in Argentina and the United States. Since June 2011, Mr. Mathis
has also served as the Chairman and Chief Executive Officer of InvestBio, Inc., a former
subsidiary of GGH that was spun off in 2010. Including his time with GGH and its subsidiaries,
Mr. Mathis worked for over 25 years in the securities brokerage field. From 1995-2000, he
worked for National Securities Corporation and The Boston Group, L.P. Before that, he was
a partner at Oppenheimer and Company and a Senior Vice President and member of the Directors
Council at Lehman Brothers. Mr. Mathis also worked with Alex Brown & Sons, Gruntal and
Company, Inc. and Merrill Lynch. Mr. Mathis received a Bachelor of Science degree in Business
Management from Mississippi State University. The determination was made that Mr. Mathis
should serve on GGH’s Board of Directors due to his executive level experience working
in the real estate development industry and in several consumer-focused businesses. He has
also served on the board of directors of a number of non-public companies in the biotechnology
industry.
|
|
●
|
Maria
I. Echevarria: In April 2015, the Board of Directors of GGH appointed Ms. Echevarria
as the Company’s Chief Financial Officer and Secretary. On January 3, 2017, Ms. Echevarria
was appointed as Chief Financial Officer, Treasurer and Secretary of Gaucho Group, Inc. She
joined the Company as Corporate Controller in June 2014 and had primary responsibility for
the Company’s corporate consolidation, policies and procedures as well as financial
reporting for SEC compliance, coordinating budgets and projections, preparing financial presentations
and analyzing financial data. Ms. Echevarria has over 15 years of experience in Accounting,
Compliance, Finance, Information Systems and Operations. Her experience includes SEC reporting
and financial analysis, and her career accomplishments include developing and implementing
major initiatives such as SOX, BSA and AML reporting and valuation of financial instruments.
Prior to her employment with the Company, Ms. Echevarria served as Director of Finance and
Accounting for The Hope Center, a nonprofit, from 2008 to June 2014 overseeing Finance, Information
Systems and Operations. From 2001 through 2008 she served as a Quality Control and Compliance
Analyst, Financial Analyst, and Accounting Manager for Banco Popular in San Juan, Puerto
Rico, where she specialized in Mortgage Quality Control, Compliance, Financial Analysis and
Mortgage Accounting, and corresponding with the FHA, VA and other mortgage guarantors. Ms.
Echevarria also coordinated audits and compliance programs related to reporting, remittances,
escrow accounting and default management for Fannie Mae, Freddie Mac and other private investors.
She has developed and taught accounting courses for Herzing University, and currently serves
as an adjunct faculty member at Southern New Hampshire University. She is a CPA, licensed
in New Jersey and Puerto Rico, and holds a B.B.A. in Accounting from the University of Puerto
Rico and an MBA in Business from University of Phoenix. Mrs. Echevarria was born and raised
in Puerto Rico and is fluent in Spanish and English.
|
|
●
|
Peter
J.L. Lawrence: Mr. Lawrence has served as a director of GGH since July 1999. The Board
has determined that he is a valuable member of the Board due to his experience as an investor
in smaller public companies and service as a director for a number of public companies. Specifically,
Mr. Lawrence was from 2000 to 2014 a director of Sprue Aegis plc, a U.K. company traded on
the London Stock Exchange that designs and sells smoke and carbon monoxide detectors for
fire protection of domestic and industrial premises in the U.K. and Europe. In the same period
he also served as Chairman of Infinity IP, a private company involved with intellectual property
and distribution in Australasia; and director of Hollywood Burger Holdings, Inc. From 1970
to 1996, Mr. Lawrence served as Chairman of Associated British Industries plc, a holding
company of a group of chemical manufacturers making car engine and aviation jointings and
sealants both for OEM and after markets, specialty waxes and anti-corrosion coatings for
the automotive, tire and plastics industries in U.K, Europe and USA.
Mr.
Lawrence has additional experience as a director of a publicly-traded company by serving as a director of Beacon Investment Trust
PLC, a London Stock Exchange-listed company from 2003 to June 2010. Beacon invested in small and recently floated companies on the
Alternative Investment Market of the London Stock Exchange. Mr. Lawrence served on the investment committee of ABI Pension fund for
20 years as well as the investment committee of Coram Foundation Children Charity founded in 1739 as the Foundling Hospital from
1977 to 2004. He received a Bachelor of Arts in Modern History from Oxford University where he graduated with honors.
|
|
●
|
Steven
A. Moel, M.D., J.D.: Dr. Moel began serving as a director of GGH in April 2019 and has served as a director of GGI as of November
2018. Previously, Dr. Moel served as a Senior Business Advisor for GGH. Dr. Moel is a medical doctor and licensed attorney (currently
inactive). Dr. Moel had a private legal practice as a business and transactional attorney and is a member of the California and American
Bar Associations and has served as legal counsel to many corporations. The Board has determined that he would be a valuable member of
the Board due to his extensive and broad experience and knowledge in business. In addition to serving as a member of the Company’s
Board of Advisors, Dr. Moel is presently a member of the board of directors of Hollywood Burger Holdings, Inc., a related party to the
Company (International Fast Food Restaurants).
|
|
|
Previously,
Dr. Moel served in many roles, including most recently as a Senior Business Advisor for Global Job Hunt (International Recruiting
and Education). He was also founder of Akorn, Inc., Nasdaq: AKRX (Biotechnology/Pharmaceutical Mfg.), where he served as a Director
on the Executive Board and as Vice President of Mergers & Acquisitions. Dr. Moel previously served as: the Vice President, Mergers
& Acquisitions and Business Development of Virgilian, LLC (Nutraceuticals/Agricultural); CEO of U.S. Highland, Inc. BB:UHLN (Mfg.
of Motorcycles/Motorsports); CEO of Millennial Research Corp. (Mfg./Ultra-high efficiency motors); Chairman and COO of WayBack Granola
Co. (Granola Manufacturing); Executive VP, Mergers and Acquisitions of Agaia Inc. (Green Cleaning Products). He has also served as:
President, COO and Executive Director of American Wine Group (Wine Production/Distribution); Senior Business and Advisor, of viaMarket
Consumer Products, LLC (Manufacturer of Consumer Products); as a member of the Board of Directors of Grudzen Development Corp. (Real
Estate); COO and Chairman of the Board of Directors of Paradigm Technologies (Electronics/Computer Developer); President and CEO
of Sem-Redwood Enterprises (Stock Pool), and as a member of the Advisory Board of Mahlia Collection (Jewelry Design/ Manufacturing).
Dr.
Moel is a board-certified ophthalmologist who was in private practice and academia. He is an Emeritus Fellow of the American Academy
of Ophthalmology and his academic history includes Washington University, University of Miami-Coral Gables, Marshall University,
West Virginia University, University of Colorado, Harvard University, Louisiana State University-New Orleans, University of Illinois-Chicago,
and the College of Law in Santa Barbara.
|
|
●
|
Reuben
Cannon: Mr. Cannon has been a stockholder of the Company for several years and is a producer and casting director who has helped
shape and guide some of the most critically acclaimed film and television projects in Hollywood during the past 30 years. The Company
believes Mr. Cannon is uniquely qualified to serve as a director of the Company because of running his successful long-term business
in Hollywood and connections to promote the Company’s luxury brand goods.
Mr.
Cannon worked at Universal Studios from 1970 to 1978, eventually becoming a casting director. He also was the head of television
casting for Warner Brothers from 1977 to 1978. In 1978, Mr. Cannon started his own casting agency called Reuben Cannon & Associates.
His agency has cast nearly one hundred television series and films. Projects include “The Color Purple” (11 Oscar nominations),
“Columbo,” “Alfred Hitchcock Presents,” “The A Team,” the 1990s remake of “Perry Mason”,
the Emmy-Award winning comedy series “The Bernie Mac Show,” “My Wife and Kids,” and “Boondocks.”
Producing credits include “The Women of Brewster Place” and “Brewster Place” (in collaboration with Oprah
Winfrey), “Down in the Delta” (directed by Dr. Maya Angelou), and “Get on the Bus” (with Spike Lee). In 2004,
Mr. Cannon formed a production alliance with Tyler Perry Studios and is currently Executive Producer for Tyler Perry’s “House
of Payne.” In addition to two Emmy nominations, he has received numerous awards including an Honorary Doctorate of Human Letters
from Morehouse College, and the “Behind the Lens Award” for outstanding contributions in entertainment in the areas of
film and television. He has been credited with launching the careers of many of today’s major film and television stars. He
is also a producer in both film and television. Mr. Cannon attended Southeast City College.
|
|
●
|
Marc
Dumont: Mr. Dumont became a director of the Company upon the listing of our common stock to Nasdaq on February 16, 2021. He is an
Independent Investment Banker and International Financial Consultant. He is also Chairman and CEO of Château de Messey Wineries,
Meursault, France. Mr. Dumont previously served as the President of PSA International SA (a PSA Peugeot Citroen Group company) from January
1981 to March 1995. He consults and advises international clients in Europe and Asia, as well as the United States. He is also the Chairman
of Sanderling Ventures (a European affiliate of a U.S. venture capital firm) since 1993, managing five biotechnology funds. Mr. Dumont
is also a Board member of Lightwave Systems Inc., Santa Barbara, California (since 1997) and Caret Industries, Oxnard, California (since
1995) and a Board member of SenesTech, Inc. since 2016. He has served on many other boards including Finterbank Zurich, Banque Internationale
a Luxemborg, Xiphias International Investment Fund Limited (an alternative investment fund), and also Irvine Sensors Corporation where
he was member/Chairman of their Audit, Nominating, and Corporate Governance, and Compensation Committees. Mr. Dumont holds a Degree in
Electrical Engineering and Applied Economics from the University of Louvain, Belgium and an MBA from the University of Chicago. The Company
believes Mr. Dumont is uniquely qualified to serve as a director of the Company because of his background in finance, the wine industry,
and diverse experience as a board member for multiple companies.
|
|
●
|
Edie
Rodriguez: Ms. Rodriguez became a director of the Company upon the listing of our common stock to Nasdaq on February 16, 2021.
She is a globally respected thought leader on Luxury and Luxury Branding and frequent speaker on Fox News, Fox Business News, CNN,
CNBC and Bloomberg TV in the U.S., U.K., and Hong Kong. She is a Member of the Board of Directors for the Saudi Tourism Authority
(SAT) and is also the Chair of the SAT’s Nominating and Renumeration Committee. Ms. Rodriguez is also a Director for RAND Corporation’s
Center for Global Risk and Security (CGRS). As an Advisory Board Member she provides governance and fiduciary guidance, advising
from billion-dollar corporations’ perspectives. She received a significant honor in 2018 when she was hand selected by The
Kingdom of Saudi Arabia to be a Founding Steering Committee Member and Executive Committee Member for The KSA Public Investment Fund
(PIF) for a project that was integral for their strategic #SaudiVision2030 plan.
From
October 2017 to April 2020, she was Americas Brand Chairwoman for the world’s leading Luxury Yacht Expedition Cruise Company,
Ponant Cruises – a subsidiary of the multi-billion dollar luxury leader Groupe Artemis/Kering, where she provided strategy,
direction and implementation road maps.
Previously,
she led as CEO and President of Crystal Cruises Corporation, a multi-billion dollar global brand with ocean cruise ships, river vessels,
yacht expedition vessels, private charter air traveling worldwide. She guided the company’s strategy, operations, finance,
and customer focus. During her tenure with Crystal Cruises Corporation she was a member of the BoD of Cruise Line International Association
(CLIA).
She
is an Advisory Board Member for The Retail Summit, advising on the convergence of technology, digital disruption, hospitality, corporate
social responsibility and global luxury experiences. She has completed Wharton Business School’s Executive Management Program,
Boards that Lead, Stanford University’s Executive Management Program, Finance for C-Suite Executives, Harvard Business School
Women’s Leadership Forum and holds a Bachelor of Science Degree from Nova Southeastern University. The Company believes Ms.
Rodriguez is uniquely qualified to serve as a director of the Company because of her previous experience as Chairwomen of one of
the top luxury cruise lines in the world, for her experience in the industries of international luxury travel and hospitality, and
for her diverse experience member of the board of directors and board of advisors for multiple companies, as well as for her committee
membership for The KSA Public Investment Fund (PIF), which is the sovereign wealth fund of Saudi Arabia and among the largest sovereign
wealth funds in the world with total estimated assets of $382 billion.
|
|
●
|
William
Allen: Mr. Allen became a director of the Company on April 29, 2021. Mr. Allen is a well-respected leader within the restaurant
industry. The Company believes Mr. Allen is uniquely qualified to serve as a director of the Company given his unique blend of executive
acumen, which includes experience in start-ups, turn-arounds, leveraged buyouts, and acquisitions. As Co-Founder of Fleming’s
Prime Steakhouse & Wine Bar and former Chief Executive Officer and Chairman of OSI Restaurant Partners (Bloomin’ Brands),
Mr. Allen has been instrumental in building restaurant companies for over twenty-five years.
In
the past five years, Mr. Allen has been a consultant or served in an advisory role with Orange County Vibe, PDQ, Butterfly PE, and
L. Catterton PE. He has also served on the board of directors of Habit Burger, Bruxie, Paul Martin’s American Bistro, Founders
Table, Punch Bowl Social, Modern Market, Whiskey Cake Holdings, Uncle Julio’s, Hopdoddy and Velvet Taco.
Bill
served for five years as the CEO of OSI Restaurant Partners (Bloomin’ Brands), a portfolio of casual dining brands including
Outback Steakhouse, Carrabba’s Italian Grill, Fleming’s Prime Steakhouse & Wine Bar, and Bonefish Grill. Bloomin’
Brands. Most notable, Mr. Allen was responsible for taking OSI private in a $3.9 Billion transaction which was approved by the OSI
shareholders in June 2007. He retired in November of 2009 and served as Chairman of the Board and trusted advisor to the current
CEO, Elizabeth Smith, until 2011.
Prior
to his appointment as CEO of OSI Restaurant Partners, Mr. Allen was involved in the creation and expansion of Fleming’s Prime
Steakhouse & Wine Bar with his Partner and Co-Founder, Paul Fleming. He served as President and CEO for La Madeleine French Bakery
and Café and Koo KooRoo. He was also Vice-President and Partner for Restaurant Enterprises Group, a multi-concept group. He
spent 10 years with the Marriott Corporation, where he rose through the ranks from general manager to senior vice-president.
Mr.
Allen has also acted as an investor, advisor, and Board member to a wide portfolio of established and early-stage growth companies
to include: Fleming’s Steakhouse, Mendocino Farms, Piada, Protein Bar, Dig Inn, Lemonade, TE2, Omnivore, Pepper Technology,
Studio Movie Grill, Just Food for Dogs, Tender Greens, Relevant, Barcelona and Bar Taco, The Laser Spine Institute, PDQ, Cobalt,
Matchbox Pizza, Punch Bowl Social, Proper Foods, and Boqueria. Mr. Allen attended Rider University in Lawrence Township, New Jersey
for undergraduate studies.
|
Directors
are elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote for directors. The
nominee receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority
to do so is not withheld, for the election of the nominee named below. Abstentions and broker non-votes are counted towards a quorum,
but are not counted for any purpose in determining whether any nominee is elected. If any nominee becomes unavailable for election as
a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by us. Each person
nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.
Significant
Employees
Sergio
O. Manzur Odstrcil: Mr. Odstrcil is Chief Financial Officer (“CFO”) and Chief Operating Officer (“COO”) of
Algodon Mansion & Algodon Wine Estates. Mr. Manzur Odstrcil is an Argentina Certified Public Accountant whose professional experience
includes administration and management positions with companies in Argentina, Brazil, Mexico and Chile. As CFO and COO for all of GGH’s
Argentine subsidiaries, he is responsible for day-to-day management including financial planning and analysis, overseeing the implementation
of financial strategies for the corporation, and for ensuring prudent corporate governance. Prior to joining GGH, Mr. Manzur Odstrcil
was the Administration and Finance Director for Bodega Francois Lurton since May 2007, where he was responsible for the design and development
of a financial debt strategy and negotiations with banks and strategic suppliers to obtain credits. He was also responsible for the organization
of new funding to the company for $4 million and also served as a member of the company’s executive committee. From March 2002
to September 2006 he previously held the position of Country Controller for the Boston Scientific Corporation (BSC) in Chile, and prior
to that he served as Controller for Southern Cone BSC in Buenos Aires and Mexico City. He also served as Senior Financial Analyst for
BSC’s Latin American Headquarters in Buenos Aires, as well as in Sao Paulo, Brazil, and prior to that he served as BSC’s
Accountant Analyst in Buenos Aires. Mr. Manzur Odstrcil began his career at Cerveceria y Malteria Quilmes in Argentina from 1997 to 1998.
He obtained his MBA at INCAE in Costa Rica in 1996, and received his CPA from the Universidad Nacional de Tucumán, San Miguel
de Tucumán, Argentina in 1994.
Transactions
with Related Persons
The
following is a description of transactions during the last fiscal year in which the transaction involved a material dollar amount and
in which any of the Company’s directors, executive officers or holders of more than 5% of GGH common stock and Series B Preferred
on an as- converted basis had or will have a direct or indirect material interest, other than compensation which is described under “Executive
Compensation.”
●
|
Accounts
receivable – related parties. On April 1, 2010, the Company entered into an expense sharing agreement (“ESA”)
with a related, but independent, entity under common management, Hollywood Burger Holdings, Inc. (“HBH”), to share expenses
with GGH such as office space, support staff and other operating expenses. HBH is a private company founded by Scott Mathis which
is developing Hollywood-themed fast food restaurants in the United States. Mr. Mathis is Chairman and Chief Executive Officer of
HBH, and Maria Echevarria is Chief Financial Officer. The ESA was amended on April 1, 2011 and last amended on December 27, 2019
to reflect the current use of personnel, office space, professional services and additional general office expenses. Under this agreement,
HBH owed $246,125 and $0 as of December 31, 2020 and 2019, respectively.
On
or about December 27, 2019, the Board of Directors of both HBH and GGH approved an amendment to the ESA such that HBH would prepay
expenses under the ESA to cover GGH’s financing needs. GGH has agreed to reduce HBH’s expense obligations under the ESA
by 15% until such time that its prepayment has been reduced to zero. Upon successful completion of a public offering under certain
terms, GGH will refund a majority of the amount HBH has prepaid under the ESA and the full amount to the extent it has available
funds. During 2019, the Related Party prepaid $566,132 of its future obligations under the Related Party ESA and prepaid an additional
$574.000 during 2020. The Company applied the contra-expense of $466,582 to its obligations under the Related Party ESA and repaid
$673,550 of the amounts owed to the Related Party during the year ended December 31, 2020.
|
|
|
●
|
Ownership
in related parties. Mr. Mathis is HBH’s CEO, Chairman, and approximately a 51% owner of HBH. Ms. Echevarria, is CFO
of HBH, and Mr. Lawrence and Dr. Moel, are also directors of HBH.
|
|
|
●
|
Shares
held by affiliates in subsidiaries. Mr. Mathis, who is also the Chairman, CEO & President of the Gaucho Group, Inc.,
holds 18,736 shares of common stock of GGI, reflecting a conversion of $7,300 in principal and $194 in interest from his GGI Note.
Reuben Cannon, as a director of the Company, holds 25,670 shares of common stock of GGI, reflecting a conversion of $10,000 in principal
and $268 in interest from his GGI Note. Marc Dumont, as a director of the Company, holds 511,156 shares of common stock of GGI with
his son, reflecting a conversion of $200,000 in principal and $4,462 in interest from their GGI Notes.
|
|
|
●
|
Ownership
in affiliates. Mr. Mathis is a managing member and holds a controlling interest in The WOW Group, LLC. Non-managing members
include certain former DPEC Capital employees and certain GGH stockholders. The WOW Group’s only asset is its interest in GGH
as of December 31, 2020 and December 31, 2019.
|
|
|
●
|
Accounts
payable – related parties. As part of the Company’s convertible note financing in early 2018, the Company sold
promissory notes totaling $1,163,354 to John I. Griffin and his wholly owned company JLAL Holdings Ltd. Mr. Griffin is an advisor
to the Company. The notes have a 90-day maturity, bear interest at 8% per annum and were convertible into the Company’s common
stock at a at a 10% discount to the price used for the sale of the Company’s common stock in the Company’s next private
placement offering. These notes matured on June 30, 2019. On January 8, 2021, the Company issued 237,012 shares of common stock and
warrants to purchase 237,012 shares of common stock in total to Mr. Griffin and JLAL Holdings Ltd., reflecting a conversion of $1,163,354
in principal and $ 258,714 in interest.
|
Employment
Agreements
See
the Executive Compensation section of this Proxy Statement for a discussion of the employment agreement between the Company and Mr. Mathis.
Delinquent
Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), requires the Company’s directors, executive officers and holders of more than 10%
of the Company’s common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes
in ownership of common stock and other equity securities of the Company. To our knowledge, based solely on a review of copies of Forms
3, 4 and 5 and any amendments thereto filed with the Securities and Exchange Commission and stockholder reports from our transfer agent
and written representations that no other reports were required, during the fiscal year ended December 31, 2020 our officers, directors
and 10% or more stockholders complied with all Section 16(a) filing requirements applicable to them except that: (i) Mr. Mathis
filed one Form 4 late representing one transaction not reported on a timely basis; (ii) Ms. Echevarria filed one
Forms4 late representing one transaction not reported on a timely basis; (iii) Mr. Lawrence filed one Form 4
late representing one transaction not reported on a timely basis; (iv) Dr. Moel filed one Form 4 late representing
one transaction not reported on a timely basis; and (v) Mr. Cannon filed a Form 3 late and one Form 4 late representing
three transactions not reported on a timely basis.
Director
Independence
Based
on the review of each director’s background, employment and affiliations, including family relationships, the Board of Directors
has determined that five of our seven directors (Peter J.L. Lawrence, Steven A. Moel, Reuben Cannon, Marc Dumont, and Edie Rodriguez)
are “independent” under the rules and regulations of the SEC and Section 5605(a)(2) of the Nasdaq Rules. In making this determination,
our Board of Directors considered the current and prior relationships that each non-employee director has with the Company and all other
facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership
of the Company’s capital stock. Mr. Mathis was not deemed independent as a result of his service as our Chief Executive Officer,
and his significant stock ownership.
Involvement
in Certain Legal Proceedings
During
the past ten years, except as provided below, none of the persons serving as executive officers and/or directors of the Company has been
the subject matter of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation
S-K including: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions; (c) any order, judgment, or
decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
or banking activities; (d) any finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities
law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire
fraud; or (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association or entity.
Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer.
In
May 2007, InvestPrivate (now known as DPEC Capital), Scott Mathis and two other InvestPrivate officers entered into a settlement of a
disciplinary action filed in May 2004 by the NASD (now known as the Financial Industry Regulatory Authority, Inc. (“FINRA”)),
the regulatory body that had primary jurisdiction over InvestPrivate. As part of the settlement, the NASD expressly withdrew numerous
allegations and charges, and also resolved almost all of the remaining charges in the case. Mr. Mathis received a 30-day suspension from
acting in a principal capacity for InvestPrivate, and InvestPrivate was suspended for 60 days from accepting new engagements to offer
private placements. The settling parties paid fines totaling $215,000, and InvestPrivate was also required to engage an independent consultant
to evaluate InvestPrivate’s practices and procedures relating to private placement offerings, and to make necessary changes in
response to the consultant’s recommendations.
While
the settlement with the NASD resolved most of the issues in the case, a few remaining charges were not resolved, namely, whether Mr.
Mathis inadvertently or willfully failed to properly make certain disclosures on his personal NASD Form U-4, specifically, the existence
of certain federal tax liens on his Form U4 during the years 1996-2002.
In
December 2007, the FINRA Office of Hearing Officers (“OHO”) held that Mr. Mathis negligently failed to make certain disclosures
on his Form U4 concerning personal tax liens, and to have willfully failed to make other required U4 disclosures regarding those tax
liens. (All of the underlying tax liabilities were paid in 2003 so the liens were released in 2003.) Mr. Mathis received a three-month
suspension, and a $10,000 fine for the lien nondisclosures. With respect to other non-willful late U4 filings relating to two customer
complaints, he received an additional 10-day suspension (to run concurrently) plus an additional $2,500 fine. The suspension was completed
on September 4, 2012, and all fines have been paid.
Mr.
Mathis has never disputed that he failed to make or timely make these disclosures on his Form U4; he only disputed the willfulness finding.
He appealed the decision (principally with respect to the willfulness issue) to the FINRA National Adjudicatory Council (“NAC”).
In December 2008, NAC affirmed the OHO decision pertaining to the “willful” issue, and slightly broadened the finding. Thereafter,
Mr. Mathis appealed the NAC decision to the Securities and Exchange Commission and thereafter to the U.S. Court of Appeals. In each instance,
the decision of the NAC was affirmed.
While
under FINRA’s rules the finding that Mr. Mathis was found to have acted willfully subjects him to a “statutory disqualification,”
in September 2012, Mathis submitted to FINRA an application on Form MC-400 in which he sought permission to continue to work in the securities
industry notwithstanding the fact that he is subject to a statutory disqualification. That application was approved in Mr. Mathis’
favor in April 2015. Mr. Mathis was at all times able to remain as an associated person of a FINRA member in good standing. Subsequently,
the Company expanded into other business opportunities and the broker dealer subsidiary (DPEC Capital, Inc.) was no longer necessary
to the Company’s operations. Therefore, Mr. Mathis voluntarily ceased all activities at the Company’s broker-dealer subsidiary
(DPEC Capital, Inc.), and voluntarily terminated his registration with FINRA in December 2016, when DPEC Capital, Inc. elected to discontinue
its operations and filed a Notice of Withdrawal as a Broker or Dealer on Form BDW.
Corporate
Governance
In
considering its corporate governance requirements and best practices, GGH looks to the Nasdaq Listed Company manual, which is available
through the internet at http://nasdaq.cchwallstreet.com/.
Board
Leadership Structure
The
Board does not have an express policy regarding the separation of the roles of Chief Executive Officer and Board Chairman as the Board
believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and
the membership of the Board. The Board has not designated a lead independent director. Currently, Scott Mathis serves as both the Company’s
Chief Executive Officer and Chairman of the Board. As Chief Executive Officer, Mr. Mathis is involved in the day-to-day operations of
the Company and also provides strategic guidance on the Company’s operations. The Board believes Mr. Mathis’s experience
and knowledge are valuable in the oversight of both the Company’s operations as well as with respect to the overall oversight of
the Company at the Board level. The Board believes that this leadership structure is appropriate as Mr. Mathis is intimately knowledgeable
with the Company’s current and planned operations.
Role
of the Board and the Audit Committee in Risk Oversight
While
management is charged with the day-to-day management of risks that GGH faces, the Board of Directors, and the Audit Committee of the
Board, have been responsible for oversight of risk management. The full Board, and the Audit Committee since it was formed, have responsibility
for general oversight of risks facing the Company. Specifically, the Audit Committee reviews and assesses the adequacy of GGH’s
risk management policies and procedures with regard to identification of GGH’s principal risks, both financial and non-financial,
and review updates on these risks from the Chief Financial Officer and the Chief Executive Officer. The Audit Committee also reviews
and assesses the adequacy of the implementation of appropriate systems to mitigate and manage the principal risks.
Review
and Approval of Transactions with Related Parties
The
Board of Directors adopted a policy to comply with Item 404 of Regulation S-K of the Exchange Act as well as the Nasdaq Rules requiring
that disinterested directors approve transactions with related parties which are not market-based transactions.
Generally,
the Board of Directors will approve transactions only to the extent the disinterested directors believe that they are in the best interests
of GGH and on terms that are fair and reasonable (in the judgment of the disinterested directors) to GGH. Our policy is available on
our Company website at https://ir.gauchoholdings.com/governance-docs.
Audit
Committee
The
Board of Directors established the Audit Committee on April 15, 2015 and revised the charter as of March 25, 2021. Effective upon the
uplisting of our common stock to Nasdaq on February 16, 2021, our Audit Committee charter complies with Section 3(a)(58)(A) of the Exchange
Act and Nasdaq Rule 5605. The Audit Committee was established to oversee the Company’s corporate accounting and financial reporting
processes and audits of its financial statements. The members of our Audit Committee are Messrs. Lawrence, Dumont, Cannon, Dr. Moel,
and Ms. Rodriguez. The Board of Directors determined that Messrs. Lawrence, Dumont, Cannon, Dr. Moel, and Ms. Rodriguez are independent
under SEC Rule 10A-3(b)(1) and Nasdaq Rule 5605(a)(2). The Board has determined that all current members of the Audit Committee are “financially
literate” as interpreted by the Board in its business judgment. No members of the Audit Committee have been qualified as an audit
committee financial expert, as defined in the applicable rules of the SEC because the Board believes that the Company’s status
as a smaller reporting company does not require expertise beyond financial literacy.
The
Audit Committee meets periodically with our independent accountants and management to review the scope and results of the annual audit
and to review our financial statements and related reporting matters prior to the submission of the financial statements to the Board.
In addition, the Audit Committee meets with the independent auditors at least on a quarterly basis to review and discuss the annual audit
or quarterly review of our financial statements.
We
have established an Audit Committee Charter that deals with the establishment of the Audit Committee and sets out its duties and responsibilities.
The Audit Committee is required to review and reassess the adequacy of the Audit Committee Charter on an annual basis. The Audit Committee
Charter is available on our Company website at https://ir.gauchoholdings.com/governance-docs.
No
Nominating Committee
GGH
has not established a nominating committee, however the Company adopted its nomination guidelines compliant under Nasdaq rules effective
April 15, 2015 and most recently updated them on March 25, 2021. Pursuant to Nasdaq Rule 5605, nominations must be made by a majority
of the independent directors. Our independent directors are currently Messrs. Lawrence, Dumont, Cannon, Allen, Dr. Moel and Ms. Rodriguez.
Eligible stockholders may nominate a person to the Board of Directors based on the procedure set forth in the nomination guidelines.
The nomination guidelines are available on our website at https://ir.gauchoholdings.com/governance-docs.
Compensation
Committee
The
Board of Directors established the Compensation Committee effective upon the uplisting of our common stock to Nasdaq and amended the
same effective March 25, 2021. Such committee is in compliance with Nasdaq Rule 5605(d). The members of our Compensation Committee are
Messrs. Lawrence, Dumont, Cannon, Dr. Moel, and Ms. Rodriguez. The Compensation Committee consists of only independent directors
in accordance with Nasdaq Rule 5605(a)(2) and all non-employee directors for purposes of Rule 16b-3 of the Exchange Act. The compensation
of our CEO, Mr. Mathis, must be determined by the Compensation Committee and the CEO may not be present during voting or deliberations
for his compensation.
The
Compensation Committee is also responsible for making recommendations to the Board of Directors regarding the compensation of other executive
officers, to review and administer our Company’s equity compensation plans, to review, discuss, and evaluate at least annually
the relationship between risk management policies and practices and compensation, as well as oversee the Company’s engagement with
stockholders and proxy advisors.
Although
Nasdaq Rule 5605(d)(3) provides that the Compensation Committee may (in its discretion, not Board discretion) retain compensation consultants,
independent legal counsel, and other advisors, the independent directors acting as the compensation committee have not decided to do
so. Our Compensation Committee Charter is available at our website: https://ir.gauchoholdings.com/governance-docs.
Code
of Business Conduct and Whistleblower Policy
On
March 24, 2015, our Board of Directors adopted a Code of Business Conduct and Whistleblower Policy effective April 15, 2015 and amended
on March 25, 2021 (the “Code of Conduct”). Our Code of Conduct is applicable to all of the Company’s and its subsidiaries’
employees, including the Company’s Chief Executive Officer, Chief Financial Officer and Chief Compliance Office. The Code of Conduct
contains written standards that are designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling
of actual or apparent conflicts of interest; full, fair, accurate, timely and understandable public disclosures and communications, including
financial reporting; compliance with applicable laws, rules and regulations; prompt internal reporting of violations of the code; and
accountability for adherence to the code. A copy of our Code of Business Conduct and Whistleblower Policy of the Company is posted at
our website at https://ir.gauchoholdings.com/governance-docs.
Insider
Trading Policy
Our
Insider Trading Policy and policy on Trading Blackout Periods, Benefit Plans and Section 16 Reporting applies to all of our officers,
directors, and employees and provides strict guidelines as to restrictions on trading activity in the Company’s stock. These policies
are posted at our website: https://ir.gauchoholdings.com/governance-docs.
Employee,
Officer and Director Hedging
The
Company does not allow employees, officers, or directors, or any of their designees, to purchase financial instruments or otherwise engage
in transaction that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s securities.
Stockholder
Communications to the Board
Stockholders
who are interested in communicating directly with members of the Board, or the Board as a group, may do so by writing directly to the
individual Board member c/o Secretary, Gaucho Group Holdings, Inc., 1445 16th Street, Suite 403, Miami Beach, Florida 33139. The Company’s
Secretary will forward communications directly to the appropriate Board member. If the correspondence is not addressed to the particular
member, the communication will be forwarded to a Board member to bring to the attention of the Board. The Company’s Secretary will
review all communications before forwarding them to the appropriate Board member.
Meetings
of the Board and Committees; Attendance at the Annual Meeting
The
Board of Directors held six formal meetings either in person or via telephone during the fiscal year ended December 31, 2020 and acted
by unanimous written consent ten times during 2020. The Board has held seven meetings thereafter through the date of this Proxy Statement
and has acted by unanimous written consent eight times. Regular communications were maintained throughout 2020 and 2021 among all of
the officers and directors of the Company.
Board
members are not required to attend the Annual Meeting. This Annual Meeting is the Company’s fifth time hosting an annual meeting.
Executive
Compensation
The
below table summarizes the compensation paid to our executive officers for the years ending December 31, 2019 and 2020.
Summary
Compensation Table for Executive Officers
|
Name
and Principal Position
|
|
Fiscal
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards(1)
($)
|
|
|
All
Other
Compensation
($)
|
|
|
Total
($)
|
|
Scott
L. Mathis(2)
|
|
|
2020
|
|
|
|
465,680
|
|
|
|
115,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
580,680
|
|
Chairman
of the Board and Chief Executive Officer
|
|
|
2019
|
|
|
|
408,513
|
|
|
|
-
|
|
|
|
-
|
|
|
|
345,681
|
|
|
|
-
|
|
|
|
754,194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maria
I Echevarria(3)
|
|
|
2020
|
|
|
|
180,000
|
|
|
|
35,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
215,000
|
|
Chief
Financial Officer and Chief Operating Officer
|
|
|
2019
|
|
|
|
163,876
|
|
|
|
31,000
|
|
|
|
-
|
|
|
|
30,561
|
|
|
|
-
|
|
|
|
225,437
|
|
(1)
|
Represents the grant date full fair value of compensation costs of stock options granted during the respective year for financial statement reporting purposes, using the Black-Scholes option pricing model. Assumptions used in the calculation of these amounts are included in the Company’s consolidated financial statements. Refer to the Outstanding Equity Awards at Fiscal Year End schedule regarding option details on an award-by-award basis. The above table does not include any options granted under the 2018 Gaucho Plan.
|
(2)
|
On
September 28, 2015, we entered into a new employment agreement with Scott Mathis, our CEO
(the “Employment Agreement”). Among other things, the agreement provides for
a three-year term of employment at an annual salary of $401,700 (subject to a 3% cost-of-living
adjustment per year), bonus eligibility, paid vacation and specified business expense reimbursements.
The agreement sets limits on the Mr. Mathis’ annual sales of GGH common stock. Mr.
Mathis is subject to a covenant not to compete during the term of the agreement and following
his termination for any reason, for a period of twelve months. Upon a change of control (as
defined by the agreement), all of Mr. Mathis’ outstanding equity-based awards will
vest in full and his employment term resets to two years from the date of the change of control.
Following Mr. Mathis’s termination for any reason, Mr. Mathis is prohibited from soliciting
Company clients or employees for one year and disclosing any confidential information of
GGH for a period of two years. The agreement may be terminated by the Company for cause or
by the CEO for good reason, in accordance with the terms of the agreement. On September 20,
2018, the Board of Directors extended the Employment Agreement on the same terms for a period
of 120 days. On January 31, 2019, the Board of Directors of the Company extended Scott Mathis’
employment agreement to expire on April 30, 2019 and on April 29, 2019, Mr. Lawrence, the
sole independent director present at the meeting of the Board of Directors extended his employment
agreement to expire on June 30, 2019. On July 12, 2019, the Board of Directors extended Mr.
Mathis’ employment agreement to expire on August 31, 2019 and on September 11, 2019,
the Board extended the agreement to expire on October 31, 2019. On March 29, 2020, the Board
of Directors further entered into an employment retention bonus agreement with Mr. Mathis,
which offered him a retention bonus in recognition for his continued service with GGH for
an additional three years. The retention bonus consists of the real estate lot on which Mr.
Mathis has been constructing a home at Algodon Wine Estates, to vest in one-third increments
over the next three years (the “Retention Period”), provided Mr. Mathis’s
performance as an employee with the Company continues to be satisfactory, as deemed by the
Board of Directors. On March 29, 2020, the independent members of the Board of Directors
extended the agreement until December 31, 2020. On July 5, 2021, the independent members
of the Board of Directors most recently extended the agreement until October 31, 2021.
All other terms of the Employment Agreement remain the same.
|
3)
|
Maria
Echevarria was appointed Chief Financial Officer, Chief Operating Officer, Secretary and Compliance Officer effective April 13, 2015.
|
The
Compensation Committee is charged with reviewing and approving the terms and structure of the compensation of the Company’s executive
officers. Please see “Compensation Committee” above at page 18 for details on the Company’s Compensation Guidelines.
The
Compensation Committee considers various factors when evaluating and determining the compensation terms and structure of its executive
officers, including the following:
|
1.
|
The
executive’s leadership and operational performance and potential to enhance long-term value to the Company’s stockholders;
|
|
2.
|
The
Company’s financial resources, results of operations, and financial projections;
|
|
3.
|
Performance
compared to the financial, operational and strategic goals established for the Company;
|
|
4.
|
The
nature, scope and level of the executive’s responsibilities;
|
|
5.
|
Competitive
market compensation paid by other companies for similar positions, experience and performance levels; and
|
|
6.
|
The
executive’s current salary, the appropriate balance between incentives for long-term and short-term performance.
|
Company
management is responsible for reviewing the base salary, annual bonus and long-term compensation levels for other Company employees,
and the Company expects this practice to continue going forward. The entire Board of Directors remains responsible for significant changes
to, or adoption, of new employee benefit plans.
The
Company believes that the compensation environment for qualified professionals in the industry in which we operate is highly competitive.
In order to compete in this environment, the compensation of our executive officers is primarily comprised of the following four components:
|
●
|
Base
salary;
|
|
●
|
Stock
option awards and/or equity based compensation;
|
|
●
|
Discretionary
cash bonuses; and
|
|
●
|
Other
employment benefits.
|
Base
Salary. Base salary, paid in cash, is the first element of compensation to our officers. In determining base salaries for our key
executive officers, the Compensation Committee aims to set base salaries at a level it believes enables us to hire and retain individuals
in a competitive environment and to reward individual performance and contribution to our overall business goals. The Compensation Committee
believes that base salary should be relatively stable over time, providing the executive a dependable, minimum level of compensation,
which is approximately equivalent to compensation that may be paid by competitors for persons of similar abilities. The Compensation
Committee believes that base salaries for our executive officers (not including our chief executive officer) are appropriate for persons
serving as executive officers of public companies similar in size and complexity similar to the Company.
On
September 28, 2015, we entered into an employment agreement with Scott Mathis, our CEO. For a description of the agreement terms, please
see “Employment Agreements” at page 21. The Company’s other executive officer, Ms. Echevarria, does not have a written
employment agreement but receives a base salary as noted above, believed to be in accordance with industry standards and norms.
Stock
Option Plan Benefits – Each of the Company’s executive officers is eligible to be granted awards under the Company’s
equity compensation plans. The Compensation Committee believes that equity-based compensation helps align management and executives’
interests with the interests of our stockholders. Our equity incentives are also intended to reward the attainment of long-term corporate
objectives by our executives. The Compensation Committee also believes that grants of equity-based compensation are necessary to enable
us to be competitive from a total remuneration standpoint. At the present time, we have two equity incentive plans for our management
and employees. The first is the 2016 Equity Incentive Plan, and the second is the 2018 Equity Incentive Plan. Almost all shares of common
stock reserved for issuance in connection with awards under the 2016 Equity Incentive Plan have been or were utilized in conjunction
with existing, expired or cancelled awards of stock options. The Company will not issue any additional options under the 2016 Equity
Incentive Plan. As of March 31, 2021, there are a total of 868,172 shares of common stock that are reserved for issuance
in connection with awards under the 2018 Equity Incentive Plan.
We
have no set formula for granting awards to our executives or employees. In determining whether to grant awards and the amount of any
awards, we take into consideration discretionary factors such as the individual’s current and expected future performance, level
of responsibilities, retention considerations, and the total compensation package.
The
Company has granted each of its executive officers stock options, as outlined below.
Discretionary
Annual Bonus. Discretionary cash bonuses are another prong of our compensation plan. The Board of Directors believes that it is appropriate
that executive officers and other employees have the potential to receive a portion of their annual cash compensation as a cash bonus
to encourage performance to achieve key corporate objectives and to be competitive from a total remuneration standpoint.
We
have no set formula for determining or awarding discretionary cash bonuses to our other executives or employees. In determining whether
to award bonuses and the amount of any bonuses, we have taken and expect to continue to take into consideration discretionary factors
such as the individual’s current and expected future performance, level of responsibilities, retention considerations, and the
total compensation package, as well as the Company’s overall performance including cash flow and other operational factors.
Pursuant
to his employment agreement, Scott Mathis, our CEO, is eligible to receive a discretionary cash bonus, to be determined by the Board
of Directors. For a description of the agreement terms, please see “Employment Agreements” at page 21.
Other
Compensation/Benefits. Another element of the overall compensation is through providing our executive officers various employment
benefits, such as the payment of health and life insurance premiums on behalf of the executive officers. Our executive officers are also
eligible to participate in our 401(k) plan on the same basis as other employees and the Company historically has made matching contributions
to the 401(k) plan, including for the benefit of our executive officers.
Employment
Agreements
We
have entered into an employment agreement with the Company’s Chief Executive Office, Scott L. Mathis.
Scott
Mathis - On September 28, 2015, the Company entered into an employment agreement with Scott Mathis, the Company’s CEO (the
“Employment Agreement”). Among other things, the agreement provided for a three-year term of employment at an annual salary
of $401,700 (subject to a 3% cost-of-living adjustment per year), bonus eligibility, paid vacation and specified business expense reimbursements.
The agreement sets limits on Mr. Mathis’ annual sales of GGH common stock. Mr. Mathis is subject to a covenant not to compete during
the term of the agreement and following his termination for any reason, for a period of twelve months. Upon a change of control (as defined
by the agreement), all of Mr. Mathis’ outstanding equity-based awards will vest in full and his employment term resets to two years
from the date of the change of control. Following Mr. Mathis’s termination for any reason, Mr. Mathis is prohibited from soliciting
Company clients or employees for one year and disclosing any confidential information of GGH for a period of two years. The agreement
may be terminated by the Company for cause or by the CEO for good reason, in accordance with the terms of the agreement. The Board of
Directors extended the Employment Agreement on various dates such that as of July 5, 2021 the Employment Agreement, as amended,
expires on October 31, 2021. All other terms of the Employment Agreement remain the same. The Board of Directors also approved
the payment of Mr. Mathis’ cost of living salary adjustment of 3% for the years 2019 and 2020 to be paid in equal monthly installments
beginning January 1, 2021, provided the Company has uplisted to a national stock exchange. The Board of Directors granted a retention
bonus to Mr. Mathis that consists of the real estate lot on which Mr. Mathis has been constructing a home at Algodon Wine Estates, to
vest in one-third increments over the next three years (the “Retention Period”), provided Mr. Mathis’s performance
as an employee with the Company continues to be satisfactory, as deemed by the Board of Directors. The current market value of the lot
is $115,000, and before ownership of the lot can be transferred to Mr. Mathis, the Company must be legally permitted to issue a deed
for the property. Mr. Mathis is eligible to receive a pro-rata portion of the bonus if his employment is terminated before the end of
the Retention Period.
Due
to economic circumstances related to the global coronavirus outbreak 2019 (COVID-19), on March 13, 2020, Mr. Mathis voluntarily deferred
payment of 85% of his salary through August 21, 2020. The Company is accruing all compensation not paid to Mr. Mathis pursuant to his
employment agreement until the Company has sufficient funds to pay his full compensation. Between August 26, 2020 and October 14, 2020,
the Company paid out $141,812 which was owed to Mr. Mathis in connection with his deferred compensation. During December, Mr. Mathis
voluntarily deferred an additional $24,328 of his salary. The balance owed to Mr. Mathis as of December 31, 2020 is $58,001, which was
paid in full on April 7, 2021.
Stock
Option, Stock Awards and Equity Incentive Plans
The
Company granted certain of its executive officers stock options during the Company’s 2020 fiscal year; no other equity based awards
were granted to executive officers during the fiscal year.
The
following table provides information as to option awards granted by the Company and held by each of the named executive officers of GGH
as of December 31, 2030. There have been no stock awards made to Mr. Mathis or Ms. Echevarria as of December 31, 2020.
|
|
Option
Awards
|
Name
|
|
Number
of Securities Underlying Unexercised Options Exercisable (#)
|
|
|
Number
of Securities Underlying Unexercised Options Unexercisable (#)
|
|
|
Option
Exercise Price ($)
|
|
|
Option
Expiration Date
|
Scott
L. Mathis
|
|
|
13,125
|
(1)
|
|
|
16,875
|
(1)
|
|
|
5.78
|
|
|
1/31/2024
|
|
|
|
46,040
|
(2)
|
|
|
101,286
|
(2)
|
|
|
5.78
|
|
|
7/8/2024
|
|
|
|
15,000
|
(3)
|
|
|
5,000
|
(3)
|
|
|
16.50
|
|
|
11/17/2022
|
|
|
|
45,834
|
(4)
|
|
|
20,833
|
(4)
|
|
|
11.55
|
|
|
2/14/2023
|
|
|
|
27,188
|
(5)
|
|
|
21,146
|
(5)
|
|
|
8.09
|
|
|
9/20/2023
|
Maria
I. Echevarria
|
|
|
3,230
|
(6)
|
|
|
7,104
|
(6)
|
|
|
5.78
|
|
|
7/8/2024
|
|
|
|
2,500
|
(7)
|
|
|
834
|
(7)
|
|
|
16.50
|
|
|
11/17/2022
|
|
|
|
1,146
|
(8)
|
|
|
521
|
(8)
|
|
|
11.55
|
|
|
2/14/2023
|
|
|
|
1,125
|
(9)
|
|
|
875
|
(9)
|
|
|
8.09
|
|
|
9/20/2023
|
|
|
|
2,188
|
(10)
|
|
|
2,812
|
(10)
|
|
|
5.78
|
|
|
1/31/2024
|
The
above table does not include any options granted under our subsidiary’s 2018 Equity Incentive Plan for Gaucho Group, Inc.
(1)
|
On
January 31, 2019, Mr. Mathis was granted an option to acquire 30,000 shares of the Company’s common stock, of which 7,500 shares
underlying the option vest on January 31, 2020, and 1,875 shares vest every three months thereafter.
|
(2)
|
On
July 8, 2019, Mr. Mathis was granted an option to acquire 147,326 shares of the Company’s common stock, of which 36,832 shares
underlying the option vest on July 8, 2020, 9,208 shares vest on October 8, 2020, and 9,208 shares vest every three months thereafter.
|
(3)
|
On
November 17, 2017, Mr. Mathis was granted an option to acquire 20,000 shares of the Company’s common stock, of which 5,000
shares underlying the option vest on December 17, 2018, and 1,250 shares vest every three months thereafter.
|
(4)
|
On
February 14, 2018, Mr. Mathis was granted an option to acquire 66,667 shares of the Company’s common stock, of which 16,667
shares underlying the option vest on February 14, 2019, and 4,167 shares vest every three months thereafter.
|
(5)
|
On
September 20, 2018, Mr. Mathis was granted an option to acquire 48,334 shares of the Company’s common stock, of which 12,084
shares underlying the option vest on September 20, 2019, and 3,021 shares vest every three months thereafter.
|
(6)
|
On
July 8, 2019, Ms. Echevarria was granted an option to acquire 10,334 shares of the Company’s common stock, of which 2,584 shares
underlying the option vest on July 8, 2020, 647 shares underlying the option vest on October 8, 2020, and 646 shares vest every three
months thereafter.
|
(7)
|
On
November 17, 2017, Ms. Echevarria was granted an option to acquire 3,334 shares of the Company’s common stock, of which 834
shares underlying the option vest on December 17, 2018, and 209 shares vest every three months thereafter.
|
(8)
|
On
February 14, 2018, Ms. Echevarria was granted an option to acquire 1,667 shares of the Company’s common stock, of which 418
shares underlying the option vest on February 14, 2019, and 105 shares vest every three months thereafter.
|
(9)
|
On
September 20, 2018, Ms. Echevarria was granted an option to acquire 2,000 shares of the Company’s common stock, of which 500
shares underlying the option vest on September 20, 2019, and 125 shares vest every three months thereafter.
|
(10)
|
On
January 31, 2019, Ms. Echevarria was granted an option to acquire 5,000 shares of the Company’s common stock, of which 1,250
shares underlying the option vest on January 31, 2020, and 313 shares vest on April 30, 2020, and 313 shares vest every three months
thereafter.
|
Compensation
of Directors
Since
its founding, the Company has compensated the non-employee members of its Board of Directors only with grants of stock options. The following
table sets forth compensation received by our non-employee directors:
|
|
|
|
|
|
Director Compensation
|
|
|
|
|
Year
|
|
|
Fees
Earned
or Paid
in Cash
($)
|
|
|
|
Bonus
($)
|
|
|
|
Stock
Awards
($)
|
|
|
|
Option
Awards(1)
($)
|
|
|
|
Total
($)
|
|
Peter Lawrence (2)
|
|
|
2020
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
16,944
|
|
|
|
16,944
|
|
|
|
|
2019
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
26,292
|
|
|
|
26,292
|
|
Steven A. Moel (3)
|
|
|
2020
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
16,944
|
|
|
|
16,944
|
|
|
|
|
2019
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8,543
|
|
|
|
8,543
|
|
Reuben Cannon (4)
|
|
|
2020
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
16,944
|
|
|
|
16,944
|
|
|
|
|
2019
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
The
above table does not include any options granted under our subsidiary’s 2018 Equity Incentive Plan for Gaucho Group, Inc.
(1)
|
Represents
the grant date full fair value of compensation costs of stock options granted during the respective year for financial statement
reporting purposes, using the Black-Scholes option pricing model. Assumptions used in the calculation of these amounts are included
in the Company’s consolidated financial statements.
|
(2)
|
As
of December 31, 2020, Mr. Lawrence held options to acquire 50,003 shares of the Company’s common stock, of which 27,918 were
vested and exercisable.
|
(3)
|
As
of December 31, 2020, Dr. Moel held options to acquire 16,002 shares of the Company’s common stock, of which 5,459 were vested
and exercisable. Of that total, options to acquire 3,334 shares of the Company’s common stock were issued to Dr. Moel on November
17, 2017 as compensation for his services on the Board of Advisors.
|
(4)
|
As
of December 31, 2020, Mr. Cannon held options to acquire 7,667 shares of the Company’s common stock, of which 563 were vested
and exercisable. Of that total, options to acquire 6,667 shares of the Company’s common stock which were issued to Mr. Cannon
on September 28, 2020 as compensation for his services on the Board of Directors.
|
Frequency
of the Advisory Vote on Executive Compensation
At
the 2017 Annual Meeting of Stockholders, the Board of Directors included an advisory stockholder vote regarding named executive officer
compensation every three years. The next required advisory vote regarding the frequency of an advisory vote on named executive officer
compensation will be at the 2023 Annual Meeting of Stockholders.
Risks
of Compensation Programs
The
Company’s equity-based compensation is performance based in that the issued stock options become valuable as the stockholders’
returns (measured by stock price) increase. Furthermore, in all cases, options granted to the Company’s employees are time-based
vesting. The Company believes that this vesting, coupled with the internal controls and oversight of the risk elements of its business,
have minimized the possibility that the compensation programs and practices will have a material adverse effect on the Company and its
financial, and operational, performance.
As
described above, the Board of Directors has general oversight responsibility with respect to risk management and exercises appropriate
oversight to ensure that risks are not viewed in isolation and are appropriately controlled. The Company’s compensation programs
are designed to work within this system of oversight and control, and the Board considers whether these compensation programs reward
reasonable risk-taking and achieve the proper balance between the desire to appropriately reward employees and protecting the Company.
At
the Annual Meeting a vote will be taken on a proposal to approve the election of the one (1) Class II director nominee.
PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
The
Board currently consists of seven (7) directors divided into three classes. On July 8, 2019, the stockholders approved an amendment to
the Company’s bylaws to create a staggered board of directors.
Delaware
law permits, but does not require, a classified or staggered board of directors, pursuant to which the directors can be divided into
as many as three classes with staggered terms of office, with one class of directors standing for election each year. As a classified
board, a certain number, but not all, of the directors of our Board of Directors will be elected each year.
On
July 5, 2021, the Board of Directors nominated Peter J.L. Lawrence for re-election as a Class II director, to be elected at the 2021
Annual Meeting to serve a three-year term until the 2024 annual meeting of stockholders, or until his respective successor, if any, is
duly elected and qualified.
There
are no family relationships between or among any of our executive officers, directors or nominees for director.
Dr.
Moel (Class I Director), Mr. Cannon (Class I Director), Mr. Dumont (Class I Director), Ms. Rodriguez (Class I Director), Mr. Mathis (Class
III Director), and Mr. Allen (Class III Director) will continue to serve as directors until their election at the 2022 and 2023 annual
stockholder meetings, as applicable.
Required
Vote
In
accordance with Delaware law, the directors will be elected by a plurality of votes cast at the Annual Meeting. As a result, abstentions
and broker non-votes will have no effect on this proposal.
OUR
Board Of Directors Recommends A VOTE “FOR” Peter J.L Lawrence as a CLASS II director.
PROPOSAL
NO. 2
APPROVAL
OF THE ADDITIONAL ISSUANCE OF AN ADDITIONAL 747,575 SHARES OF THE
COMPANY’S COMMON STOCK PURSUANT TO AN EQUITY LINE OF CREDIT WITH
TUMIM
STONE CAPITAL LLC.
General
Information About the Equity Line of Credit.
On
April 19, 2021, the Company executed a term sheet for an equity line of credit pursuant to which, subject to certain conditions, Tumim
Stone Capital LLC (“Tumim Stone Capital) would commit to invest up to $50,000,000 in exchange for an equity line of credit with
the Company.
To
evidence the equity line of credit, on May 6, 2021, the Company entered into a common stock purchase agreement (the “Purchase Agreement”)
and a registration rights agreement (the “Registration Rights Agreement”) with Tumim Stone Capital. Pursuant to the Purchase
Agreement, Tumim Stone Capital agreed to purchase, from time to time, up to $50,000,000 in shares of our common stock, subject to certain
limitation set forth in the Purchase Agreement.
Upon
the satisfaction of the conditions in the Purchase Agreement, including the effectiveness of the registration statement and final prospectus
(the “Commencement Date”), we will have the right, but not the obligation, from time to time at our sole discretion over
the 36-month period from and after the Commencement, to direct Tumim Stone Capital to purchase up to a fixed maximum amount of shares
of common stock as set forth in the Purchase Agreement (each, a “Fixed Purchase”) on any trading day, so long as, (i) the
daily volume weighted average price for the common stock for such trading day is not the lowest daily volume weighted average price for
the common stock during the 10-consecutive trading day period ending on and including such trading day (the “Valuation Period”),
(ii) the closing sale price of the Common Stock on such trading day is greater than each of (A) the specified threshold price set forth
in the Purchase Agreement and (B) the arithmetic average of the 10-daily volume weighted average prices for the Common Stock during the
Valuation Period, (iii) at least three trading days shall have elapsed since the trading day on which the most recent prior notice to
purchase Common Stock under the Purchase Agreement was delivered by the Company to Tumim Stone Capital, and (iv) all shares of Common
Stock subject to all prior purchases by Tumim Stone Capital under the Purchase Agreement have theretofore been received by Tumim Stone
Capital electronically as set forth in the Purchase Agreement.
The
purchase price of the shares of Common Stock that we elect to sell to Tumim Stone Capital pursuant to a Fixed Purchase is the Fixed Purchase
Price, which is defined as 93% of the lower of: (i) the lowest sale price on the applicable date for such fixed purchase and (ii) the
arithmetic average of the three lowest closing sale prices for the common stock during the 10 consecutive trading-day period ending on
the applicable date for such fixed purchase), provided, that Tumim Stone Capital’s maximum commitment will not exceed the lesser
of (i) 100,000 and (ii) 100% of the lowest daily trading volume in the common stock on the trading market for the ten (10) trading day
period ending on (and including) the applicable purchase date for such fixed purchase (or, in the event the common is then listed on
an eligible market, the lowest daily trading volume in the common stock on such eligible during such period) (the “Fixed Purchase
Maximum Amount”).
Subject
to certain other conditions set forth in the Purchase Agreement, we will also have the right, but not the obligation, to direct Tumim
Stone Capital to purchase a fixed number of shares at the applicable VWAP Purchase Price (defined as 95% of the lowest daily VWAP during
the applicable VWAP purchase valuation period); provided, that Tumim Stone Capital’s maximum commitment will not exceed the lesser
of (i) 300% of the then applicable Fixed Purchase Maximum Amount and (ii) 100% of the daily trading volume in the common stock on the
trading market (or eligible market, as applicable) on the applicable VWAP purchase date.
The
Company may deliver a VWAP purchase notice to Tumim Stone Capital on a trading day, so long as (i) at least three (3) trading days have
elapsed since the later of (A) the trading on which the most recent prior fixed purchase notice was delivered by the Company to Tumim
Stone Capital and (B) the trading day on which most recent prior VWAP purchase notice was delivered by the Company to Tumim Stone Capital,
(ii) all shares subject to all prior fixed purchase notices and VWAP purchase notices (as applicable) delivered by the Company to Tumim
Stone Capital have theretofore been received by Tumim Stone Capital as DWAC shares, and (iii) the closing sale price of the common stock
on such trading day is not less than $1.00, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash
dividend, stock split or other similar transaction. For the avoidance of doubt, the Company may not deliver a fixed purchase notice and
a VWAP purchase notice on the same trading day.
Why
does the Company need Stockholder Approval?
Our
common stock is listed on The Nasdaq Capital Market and, as such, we are subject to the Nasdaq Stock Market Rules. Nasdaq Stock Rule
5635(d) is referred to as the “NASDAQ 20% Rule.” In order to comply with the NASDAQ 20% Rule and to satisfy conditions under
the Purchase Agreement, we are seeking stockholder approval for elimination of the Exchange Cap to permit the potential issuance of more
than 20% of our outstanding common stock in accordance with the Purchase Agreement.
The
NASDAQ 20% Rule requires that an issuer obtain stockholder approval prior to certain issuances of common stock or securities convertible
into or exchangeable for common stock at a price less than the greater of market price or book value of such securities (on an as exercised
basis) if such issuance equals 20% or more of the common stock or voting power of the issuer outstanding before the transaction. We will
not issue or sell any shares of common stock, and Tumim Stone Capital will not purchase or acquire any shares of common stock pursuant
to the Purchase Agreement, to the extent that after giving effect thereto, the aggregate number of shares of common stock that would
be issued pursuant to the Purchase Agreement and the transactions contemplated hereby would exceed 1,494,404 (representing 19.99% of
the shares of common stock issued and outstanding immediately prior to the execution of the Purchase Agreement), which number of shares
shall be reduced, on a share-for-share basis, by the number of shares of common stock issued or issuable pursuant to any transaction
or series of transactions that may be aggregated with the transactions contemplated by the Purchase Agreement under applicable rules
of the trading market (such maximum number of shares, the “Exchange Cap”), unless the Company’s stockholders have approved
the issuance of common stock in excess of the Exchange Cap in accordance with the applicable rules of the trading market.
As
of the date of this proxy statement, we do not know what the purchase prices for the common stock will be, and therefore cannot guaranty
the number of shares we might issue to Tumim Stone Capital pursuant to the Purchase Agreement. As of July 7, 2021, there were ______
shares of our common stock outstanding, of which _______ shares were issued to Tumim Stone Capital, leaving a total of ______
shares of common stock that we may issue to Tumim Stone Capital pursuant to the Purchase Agreement. Although the Purchase Agreement
provides that we may sell up to an aggregate of $50,000,000 of our common stock to Tumim Stone Capital, only 1,494,404 shares of our
common stock have been registered for resale. Depending on the market prices of our common stock on the date we sell our common stock
to Tumim Stone Capital under the Purchase Agreement, we may need to register additional shares of our common stock for resale under the
Securities Act in order to receive the aggregate gross proceeds equal to the $50,000,000 available to us under the Purchase Agreement.
If all 1,494,404 shares of our common stock offered pursuant to the Purchase Agreement were issued and outstanding as of May 6, 2021,
such shares would represent up to 19.99% of the outstanding shares of common stock held as of May 6, 2021.
To
meet the NASDAQ 20% rule, we need stockholder approval under the listing rules of Nasdaq to remove the Exchange Cap provisions in the
Purchase Agreement to permit the potential issuance of more than 20% of our outstanding common stock in accordance with the terms of
the Purchase Agreement.
Additionally,
we will not issue or sell, and Tumim Stone Capital will not purchase or acquire, any shares of common stock pursuant to the Purchase
Agreement which, when aggregated with all other shares of common stock then beneficially owned by Tumim Stone Capital and its affiliates
(as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership
by Tumim Stone Capital of more than 4.99% of the outstanding shares of Common Stock.
In
consideration for Tumim Stone Capital’s execution of the Purchase Agreement, we have issued to Tumim Stone Capital 120,337 shares
of duly authorized, validly issued, fully paid and non-assessable shares of common stock (the “Commitment Shares”). All of
the Commitment Shares shall be fully earned as of the closing date regardless of whether any fixed purchases or VWAP purchases are issued.
Upon issuance, the Commitment Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the
Securities Act. The Commitment Shares constitute Registrable Securities and are included in the effective registration statement and
prospectus. We will also pay Tumim Stone Capital an amount up to $35,000 as reimbursement for Tumim Stone Capital’s reasonable
out-of-pocket expenses (including legal fees and expenses), in connection with the Purchase Agreement.
Unless
otherwise terminated in accordance with the terms of the Purchase Agreement, the Purchase Agreement automatically terminates on the earliest
to occur of (i) the first day of the month next following the 36-month anniversary of the effective date of this Registration Statement,
(ii) the date on which Tumim Stone Capital shall have purchased all shares available pursuant to the Purchase Agreement, (iii) the date
on which the common stock shall have failed to be listed or quoted on Nasdaq, and (iv) the date on which we commence a voluntary bankruptcy
case or any person commences a proceeding against us, a custodian is appointed for us or for all or substantially all of our property,
or we make a general assignment for the benefit of our creditors.
What
is the Effect on Current Stockholders if the NASDAQ 20% Issuance Proposal is Approved?
If
our stockholders approve this proposal, we will be able to eliminate the Exchange Cap in the Notes and therefore potentially issue
an additional 747,575 shares of common stock issuable in accordance with the Purchase Agreement which would exceed 20% (but not
29.99%) of our issued and outstanding shares of common stock as of the date we execute the Purchase Agreement. If stockholders
approve the NASDAQ 20% Issuance proposal, the rights or privileges of our existing stockholders will not be affected, except that
the economic and voting interests of each of our existing stockholders will be significantly diluted. Although the number of shares
of our common stock that our existing stockholders own will not decrease, the shares of our common stock owned by our existing
stockholders will represent a smaller percentage of our total outstanding shares of our common stock after any such
issuance.
What
is the Effect on Current Stockholders if the NASDAQ 20% Issuance Proposal is NOT approved?
If
our stockholders do not approve this proposal, we will be required to seek stockholder approval of this proposal every three months until
we receive stockholder approval of this proposal or the Purchase Agreement expires. We are not seeking the approval of our stockholders
to authorize our entry into the Purchase Agreement and related transaction documents, as we have already entered into the Purchase Agreement
and related transaction documents, which is are binding obligations on us. The failure of our stockholders to approve the proposal will
not negate the existing terms of the documents relating to the Purchase Agreement. The Purchase Agreement will remain a binding obligations
of the Company. However, to the extent that the issuance pursuant to the terms of the Purchase Agreement would result in the issuance
of more than 20% of the issued and outstanding shares of common stock at the time we issue shares, we would unable to issue additional
shares and would be forced to pay cash meet our obligations under the terms of the Purchase Agreement.
Required
Vote
In
accordance with Delaware law, approval of Proposal No. 2 requires the affirmative vote of a majority of the shares of common stock present
or represented by proxy and entitled to vote on this proposal at the Annual Meeting. As a result, abstentions will have the same effect
as votes against this proposal.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADDITIONAL ISSUANCE OF 747,575 SHARES OF
THE COMPANY’S COMMON STOCK, WHICH IS THE MAXIMUM NUMBER OF COMPANY COMMON STOCK ISSUABLE IN CONNECTION WITH THE EQUITY LINE OF
CREDIT WITH TUMIM STONE CAPITAL LLC.
proposal
no. 3
approval
of an amendment to the Company’s 2018 Equity Incentive Plan to
allow
for UP to 15% of the Company’s Fully Diluted and OutstandING
Common Stock to be awarded under the plan
The
Board of Directors recommends that the Company amend its 2018 Equity Incentive Plan to increase the number of shares of common stock
available for awards to 15% of the outstanding common stock on a fully diluted basis as of the date of this stockholder
approval. At the present time, the Company has two equity incentive plans for management and employees. The first is the 2016 Equity
Incentive Plan, and the second is the 2018 Equity Incentive Plan (the “2018 Plan”). Almost all shares of common stock
reserved for issuance in connection with awards under the 2016 Equity Incentive Plan have been or were utilized in conjunction with existing,
expired or cancelled awards of stock options. The Company will not issue any additional options under the 2016 Equity Incentive Plan.
On
August 28, 2019, the Company increased its number of shares available under the 2018 Plan to 5,946,933 shares of common stock (396,462
shares on a post-split basis) with an automatic increase on January 1 of each year by the amount equal to 2.5% of the total number of
shares outstanding on a fully diluted basis. On January 1, 2020, the number of authorized shares under the plan was increased by 1,733,708
as a result of the automatic increase. On January 1, 2021, the number of authorized shares under the plan was increased again by 356,128
on a post-split basis as a result of the automatic increase. Currently, a total of 868,172 shares are authorized under the
2018 Plan. As of March 31, 2021, a total of 431,155 shares were available under the 2018 Plan for awards.
The
Company now desires to increase the number of authorized shares of common stock under the plan to 15% of the outstanding
common stock on a fully diluted basis as of the date of stockholder approval, in addition to the automatic increase that has
occurred on January 1, 2021 and that will occur on January 1, 2022. The 15% increase is a one-time increase in number of
shares available under the 2018 Plan. This means that if the stockholders approve this Proposal No. 3, the shares available under
2018 Plan will be increased by 15% of the outstanding common stock on a fully diluted basis as of the date of stockholder approval,
but no other increases in the number shares available under the 2018 Plan, other than the existing 2.5% automatic increase, will
occur without stockholder approval.
The
primary goal of the amendment to the 2018 Plan is to provide the company with a sufficient reserve of common stock to offer
appropriate incentives to Company employees, directors and consultants. The following table shows, for each name executive officer
and director, the total number of shares of Company common stock subject to stock awards that have been granted under the 2016
Equity Incentive Plan and the 2018 Plan since both plans have been effective through July 5, 2021:
Officer/Director Name:
|
|
Number of Options:
|
|
Scott Mathis
|
|
|
312,217
|
|
Maria Echevarria
|
|
|
22,335
|
|
Peter Lawrence
|
|
|
50,003
|
|
Steven Moel
|
|
|
16,002
|
|
Rueben Cannon
|
|
|
7,667
|
|
Marc Dumont
|
|
|
13,335
|
|
Edie Rodriguez
|
|
|
6,667
|
|
William Allen
|
|
|
0
|
|
Additionally,
the following table provides other information regarding the 2018 Equity Incentive Plan:
|
|
As of July 5, 2021
|
|
Total Stock Options Outstanding
|
|
|
|
|
Total shares available for grant
|
|
|
|
|
Required
Vote
In
accordance with Delaware law, approval of Proposal No. 3 requires the affirmative vote of a majority of the shares of common stock present
or represented by proxy and entitled to vote on this proposal at the Annual Meeting. As a result, abstentions will have the same effect
as votes against this proposal.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2018 EQUITY
INCENTIVE PLAN TO ALLOW FOR UP TO 15% OF THE COMPANY’S FULLY DILUTED AND OUTSTANDING COMMON STOCK TO BE AWARDED UNDER THE
PLAN.
PROPOSAL
NO. 4
APPROVAL
OF THE PURCHASE OF REAL ESTATE LOCATED IN ARGENTINA FROM
HOLLYWOOD
BURGER HOLDINGS, INC. IN EXCHANGE FOR THE ISSUANCE OF SHARES OF
COMMON
STOCK OF THE COMPANY.
The
Company plans to acquire certain real property located in Argentina from the related, but independent entity, Hollywood Burger Holdings,
Inc. (“HBH”) in exchange for shares of common stock of the Company. One of the real property lots is located in the San
Rafael, Mendoza region of Argentina, and the other in Córdoba, Argentina. The estimated fair market value of the real
estate is $__________. Given the current corporate structure and Argentine law, the real property will be acquired through the subsidiaries
in Argentina. Shares of common stock of the Company equal to $___________ as of the date of stockholder approval will be issued by the
Company.
About
the San Rafael, Mendoza location:
In July 2010, HBH acquired the property on Avenida
Hipólito Yrigoyen, the main thoroughfare in downtown San Rafael, to serve as the company’s flagship Argentine location.
This property was chosen due to its lot size of approximately 48,050 square feet (approximately 1.1 acres), and the traffic it receives
during the lunch hour during the week and on weekend nights. A significant area of the property also serves as a parking lot. For many
businesses in Argentine cities, parking is a rare commodity, both culturally and economically. This location had approximately 80 parking
spaces at last count. The rent leasing agreement with the Municipality of San Rafael is scheduled to end in August 2021. A new rent leasing
agreement with Mostaza Group (https://www.mostazaweb.com.ar/) is scheduled to begin in September for 10 years. The agreed monthly rent
amount will be ARS 405,000 (VAT included). The rent amount is to be adjusted by inflation every 6 months, taking in consideration the
inflation rates calculated by two private consulting firms.
About the Córdoba location:
In 2011, HBH purchased the real estate for the
Company’s second proposed South American location, to be located in Córdoba, Argentina on Recta Martinolli Avenue, a central
avenue in a densely populated upscale neighborhood of the west side of the city. The avenue sees a high concentration of traffic both
day and night and is the main thoroughfare en route to a number of cultural destinations such as public schools, rugby and soccer athletic
clubs, tennis and golf clubs, supermarkets, bars and nightlife, country clubs, and offices. The lot is located in a prime area for development
(such as retail, café and medical center). This unique piece of real estate, which takes up and entire city block, is accessible
from the four streets surrounding the block.
There
are several reasons for the Company wanting to acquire the land and building assets:
|
●
|
The
property generates a positive cash flow through lease revenues and would be accretive to the Company.
|
|
●
|
The
Company can increase its stockholder equity without expending any cash to acquire the real property.
|
|
●
|
The
valuation of the real property was done by a third-party professional qualified appraiser.
|
|
●
|
The
valuation of the real estate is likely at a lower value during this Covid-period and could allow for substantial appreciation in
the years ahead.
|
|
●
|
The
Company has tax credits which would offset any taxes on the income generated by the lease of buildings on the real estate.
|
|
●
|
There
are additional development opportunities on these land assets that could become very promising for additional positive cash flow
with minimal investment.
|
Our
current CEO, Scott Mathis, is CEO and Chairman, and a 51% owner of HBH. Additionally, current directors, Dr. Steven Moel and Mr. Peter
J.L. Lawrence, are directors of HBH, while Maria Echevarria is CFO of HBH. Consequently, the purchase of real estate from HBH constitutes
a related party transaction for purposes of the Nasdaq Listing Rules and other applicable law. Messrs. Mathis and Lawrence, Ms. Echevarria,
and Dr. Moel have disclosed their interests in HBH to the Company’s Board of Directors, and the disinterested members of the Board
of Directors have reviewed and approved the purchase of real estate from HBH in accordance with the Company’s Related Party Transaction
Policy.
Why
does the Company need stockholder approval?
Our
common stock is listed on The Nasdaq Capital Market and, as such, we are subject to the Nasdaq Stock Market Rules. Nasdaq Listing Rule
5635(a) requires stockholder approval prior to the issuance of stock in connection with the acquisition of the assets of another company
if any director, officer, or substantial stockholder has a 5% or greater interest (or such persons collectively have a 10% or greater
interest), directly or indirectly, in the company or assets to be acquired. As stated above, Mr. Mathis has a 51% ownership interest
in HBH, which triggers the requirement for stockholder approval under Nasdaq Rule 5635(a).
Required
Vote
In
accordance with Delaware law, approval of Proposal No. 4 requires the affirmative vote of a majority of the shares of common stock present
or represented by proxy and entitled to vote on this proposal at the Annual Meeting. As a result, abstentions will have the same effect
as votes against this proposal.
THE
DISINTERESTED DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMEND A VOTE “FOR” THE APPROVAL OF THE PURCHASE OF REAL ESTATE
LOCATED IN ARGENTINA FROM HOLLYWOOD BURGER HOLDINGS, INC. IN EXCHANGE FOR THE ISSUANCE OF COMMON STOCK OF THE COMPANY.
PROPOSAL
NO. 5
APPROVAL
OF THE PURCHASE OF shares of common stock of Gaucho Group, Inc.
from its stockholders IN EXCHANGE FOR THE ISSUANCE OF SHARES OF COMMON
STOCK OF THE COMPANY.
The
Company currently owns 20,000,000 shares of Gaucho Group, Inc., a Delaware corporation (“GGI”), or 79% of GGI. The Company
plans to acquire the remaining 5,266,509 shares of GGI in exchange for shares of common stock of the Company.
Our
current CEO, Scott Mathis, is CEO and Chairman of GGI, and has approximately a 5.00% interest in GGI directly and indirectly through
the Company. Additionally, current directors of the Company, Reuben Cannon and Marc Dumont, also owns nominal interests in GGI. Peter
Lawrence and Steven Moel are both directors of GGH and directors of GGI. Maria Echevarria is also Chief Financial Officer of GGI. Consequently,
the purchase by the Company of the 5,266,509 shares of common stock from the 21% holders of GGI constitutes a related party transaction
for purposes of the Nasdaq Listing Rules and other applicable law. Messrs. Mathis, Lawrence, and Dumont have disclosed their interests
in GGI to the Company’s Board of Directors, and the disinterested members of the Board of Directors have reviewed and approved
the purchase of shares of common stock of GGI in accordance with the Company’s Related Party Transaction Policy.
Why
does the Company need stockholder approval?
Our
common stock is listed on The Nasdaq Capital Market and, as such, we are subject to the Nasdaq Stock Market Rules. Nasdaq Listing Rule
5635(a) requires stockholder approval prior to the issuance of stock in connection with the acquisition of the assets of another company
if any director, officer, or substantial stockholder has a 5% or greater interest (or such persons collectively have a 10% or greater
interest), directly or indirectly, in the company or assets to be acquired. As stated above, Mr. Mathis has an ownership interest in
GGI which triggers the requirement for stockholder approval under Nasdaq Rule 5635(a).
Required
Vote
In
accordance with Delaware law, approval of Proposal No. 5 requires the affirmative vote of a majority of the shares of common stock present
or represented by proxy and entitled to vote on this proposal at the Annual Meeting. As a result, abstentions will have the same effect
as votes against this proposal.
THE
DISINTERESTED DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMEND A VOTE “FOR” THE APPROVAL OF THE PURCHASE OF THE COMMON
STOCK OF GGI IN EXCHANGE FOR THE ISSUANCE OF COMMON STOCK OF THE COMPANY.
PROPOSAL
NO. 6
RATIFICATION
OF THE APPOINTMENT OF MARCUM LLP
The
Board of Directors has selected the accounting firm of Marcum LLP (“Marcum”) to serve as our independent registered public
accounting firm for the 2021 fiscal year. We are asking our stockholders to ratify the selection of Marcum as our independent registered
public accounting firm. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Marcum
to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public
accounting firm and as a matter of good corporate practice.
If
our stockholders fail to ratify the selection, it will be considered as a direction to the Board to consider the selection of a different
firm. The Board considers Marcum to be well qualified to serve as the independent auditors for the Company and Marcum has experience
since 2010 in doing so. However, even if the selection is ratified, the Board of Directors in its discretion may select a different independent
registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the
Company and our stockholders. To the Company’s knowledge, a representative from Marcum is not expected to be present at the Annual
Meeting.
Fees
Billed by Independent Accounting Firm
The
following table sets forth the aggregate fees billed to us by Marcum, LLP, our independent registered public accounting firm, for the
years ended December 31, 2020 and 2019:
|
|
2020
|
|
|
2019
|
|
Audit fees (1)
|
|
$
|
317,918
|
|
|
$
|
294,281
|
|
Audit-related fees (2)
|
|
|
-
|
|
|
|
62,004
|
|
Tax fees
|
|
|
-
|
|
|
|
55,255
|
|
|
|
$
|
317,918
|
|
|
$
|
411,540
|
|
|
(1)
|
Represents
fees for services performed in connection with our public offering, the audit of the Company’s consolidated financial statements
for the fiscal years ended December 31, 2020 and 2019, and the reviews of the consolidated financial statements included in the Company’s
quarterly reports on Form 10-Q during 2020 and 2019.
|
|
|
|
|
(2)
|
Represents
primarily travel costs associated with the audit of the Company’s consolidated financial statements for the fiscal years ended
December 31, 2020 and 2019.
|
Pre-Approval
Policies and Procedures
The
Audit Committee Charter provides that the Audit Committee is responsible for the appointment, compensation, retention and oversight of
the independent public accountants, and pre-approves all audit services and permissible non-audit services to be provided to the Company
by the independent public accountants. The Audit Committee may, in its discretion, delegate the authority to pre-approve all audit services
and permissible non-audit services to the Chairman of the Audit Committee provided the Chairman reports any delegated pre-approvals to
the Audit Committee at the next meeting thereof. The Audit Committee has not, however, adopted any specific policies and procedures for
the engagement of non-audit services.
The
Board of Directors approved Marcum performing our audit for the 2019 and 2020 fiscal years and approved Marcum performing our audit for
the 2021 fiscal year.
Required
Vote
In
accordance with Delaware law, approval of Proposal No. 6 requires the affirmative vote of a majority of the shares of common stock present
or represented by proxy and entitled to vote on this proposal at the Annual Meeting. As a result, abstentions will have the same effect
as votes against this proposal.
While
we intend to carefully consider the voting results of this proposal, the final vote is advisory in nature and therefore not binding on
the Company. However, our Board of Directors values the opinions of all of our stockholders and will consider the outcome of this vote
when making future decisions with respect to our auditors.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF MARCUM LLP AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.
PROPOSAL
NO. 7
TERMINATION
OF CEO EMPLOYMENT AGREEMENT FOR CAUSE
On
June 14, 2021, current common stockholder John and Dawn Roderique (the “Stockholder”) submitted a proposal to the Company
for inclusion at the 2021 Annual Meeting. A revised letter, correcting certain deficiencies in the original proposal was submitted by
the Stockholder on June 27, 2021. The Stockholder’s revised proposal is as follows:
Proposed:
That the Board of Directors cancel for cause the employment contract with Scott L. Mathis, CEO.
Name
and address of Stockholder:
John
and Dawn Roderique
6037
Forest Run Drive
Clifton,
VA 20124
Number
of shares held by Stockholder: 20,007 shares of common stock
Below
is the Stockholder’s statement verbatim in support of Proposal No. 7. The Company is not responsible for the contents of
the Stockholder’s proposal or statement.
Justification
For
more than ten years, Gaucho Group Holdings, Inc., and its predecessor companies have unsuccessfully pursued multiple business lines primarily
in Argentina. The company acquired assets for revenue generation, primarily the Algodon Mansion hotel in Buenos Aires and Algodon Wine
Estates (AWE) just outside San Rafael, Argentina. At AWE, the company operates a vineyard and winery, has developed a luxury housing
project and sells lots to individuals, and operates a restaurant and a golf course. With a large portion of more than 4,000 acres owned
by the Company at AWE available for subdividing and 360 lots with complete infrastructure for sale, real estate development and sales
has been a primary focus of the company.
For
the past four years, 2017 through 2020, the company’s annual revenue and expenses have averaged $1.7 million and $8.3 million,
respectively, for an average annual loss of $6.5 million. Over the same four years, Mr. Mathis has received an annual average of $461,500
in accrued salary and cash bonus.
For
2019, the company had sales of $1.3 million and operating expenses of $1.0 million, however, the company’s headquarters expenses
totaled $6.9 million, or an average of $576,000 per month. For the first quarter of 2021, sales were just $275,000, however headquarter
cash expenses (selling, marketing, G&A, interest expenses) were $1.48 million, an average of $493,000 per month. Although the company
stated during 2020 that it reduced expenses, 2021 levels represent a meager 15 percent reduction.
Company
performance is on course in 2021 for an overall loss again exceeding $6 million.
On
February 19, 2021, the company sold $8 million in new shares, netting the company more than $7 million in cash. Since February, no acquisitions
have been announced, revenue for product lines has not increased, no lots have been sold, and no specific strategies that will increase
revenue with certainty have been implemented. By March 31 the cash balance had already decreased to less than $5.5 million.
In
a corporate presentation dated June 3, 2021, Gaucho provided no guidance for 2021 sales of any product line. The company has a history
of not providing sales guidance for the coming year.
By
March 31, 2021, the company had an accumulated loss and deficit totaling $106.5 million, increasing during the quarter by more than $1.0
million.
The
common stock price has declined from $15.00 in mid-2017 to about $4.00 in June 2021, a 73 percent reduction and a 33 percent reduction
from the February 2021 public offering price of $6.00.
Continuing
decision-making and strategy development by the current CEO has zero probability of turning Gaucho from large losses to profitable operations.
A new CEO is needed.
the
Company’s response to Proposal No. 7 IS AS FOLLOWS:
The
Company strongly recommends voting AGAINST this proposal for numerous reasons.
First,
there are no legal grounds to terminate for cause the employment agreement between the Company and its Chief Executive Officer,
Scott Mathis, dated September 25, 2015 and most recently amended in July of 2021 (referred to hereinafter as the “Employment Agreement”).
Cause is defined therein, in pertinent part, as follows:
(i)
any act or omission that constitutes a breach by Executive of any of his material obligations under the Agreement, which is not cured
within 30 days of written notice thereof from the Company; (ii) the continued failure or refusal of Executive to perform the duties required
of him as an Executive of the Company after notice of such failure or refusal has been provided to Executive and not cured within 30
days thereafter ; (iii) any material misuse or misappropriation by Executive of property or assets of the Company, or any breach of a
confidentiality agreement relating to information concerning the Company; (iv) Executive’s conviction of a felony (other than minor
vehicular or traffic offenses which may be considered felonies in some jurisdictions); (v) any other misconduct by Executive which is
materially injurious to the financial condition or business reputation of the Company; or (vi) any legal or regulatory sanction that
materially limits Executive’s ability to perform hereunder.
The
Stockholder’s proposal fails to identify any of the six stated grounds that could warrant termination for cause. As such, the Company
cannot take the proposed action (assuming it wanted to), because it has no legal basis to do so and if it did, it would be liable for
breach of contract.
Second,
the Stockholder’s proposal portrays the work done by the CEO in an unjustifiably negative light and ignores his many accomplishments
over the past few years in the wake of economic and political issues in Argentina, and the effects of the Covid-19 pandemic both in the
United States and Argentina, all of which have combined to adversely affect the Company’s business operations.
Broadly,
it must be noted that the CEO navigated the Company not only through a 90+% devaluation of the Argentine peso, but through a global pandemic
as well, all the while continuing to grow the Company, acquire additional land, invest in infrastructure, and keep the Company virtually
non-leveraged. Mr. Mathis managed to reduce outstanding obligations and fund real estate purchases. As a result, we believe the Company
is well-positioned for the future and for new collaborations and partnerships that can help to propel the Company to new heights.
In
the wake of a difficult period, below are a few of recent specific corporate and business highlights resulting from the CEO’s initiative
and efforts:
Corporate
|
●
|
The
Company achieved its long-desired goal to uplist its shares to Nasdaq, finally completed earlier this year.
|
|
|
|
|
●
|
The
Company successfully completed an $8 million public offering.
|
|
|
|
|
●
|
The
Company established a $50 million equity line of equity to fund new and ongoing projects, including participation in a substantial
development project in Las Vegas, Nevada which is expected to offer multiple opportunities for the Company’s Gaucho-branded
products.
|
|
●
|
The
Board has recruited several additional independent Board members who separately and collectively have decades of business and development
experience across numerous industries such as luxury travel, hospitality, real estate, consumer products and wine-making.
|
|
|
|
|
●
|
The
Company has reduced its annual corporate expense by more than $1,000,000, a reduction that flows in part from the decision to relocate
the Company’s corporate offices from New York to Miami, Florida.
|
Real
Estate and Algodon Wine Estates
|
●
|
The
Company has throughout the pandemic continued to acquire and develop new water sources and improve its real estate holdings and experiences
in order to increase the value of its growing real estate holdings, and also make the purchase of real estate lots more attractive.
Simply put, the discovery and ability to utilize the in-ground water resources at Algodon Wine Estates has a profound positive impact
on all of the Company’s land valuations.
|
|
|
|
|
●
|
The
Company launched a dynamic real estate sales program.
|
|
|
|
|
●
|
The
Company has increased its e-commerce initiatives in wine and in Gaucho products preparing for an expected post-Covid resurgence of
growth, consumer spending, global travel, and improved interest in second and third homes or land purchases, including from U.S.
residents looking to diversify their assets with international real estate.
|
Consumer
Products and Wine
|
●
|
The
Company has secured retail space to serve as a new flagship store of Gaucho-branded products in a fashionable retail area in Miami.
It has also launched a “storefront” on Amazon and a standalone Gaucho-branded website to enhance its sales.
|
|
|
|
|
●
|
The
Company continues to expand the distribution network for its wines both in the U.S. and internationally, physically and on the internet.
Its wines continue to win numerous awards in winetasting competitions.
|
We
believe these examples demonstrate that there is no justification, for cause or otherwise, to terminate the CEO’s Employment Agreement.
The Company has had some years of underperformance (financially) but during this time it has taken many steps to retain and grow its
businesses, trying to work with cards dealt by a global pandemic and an uncertain economy in Argentina.
The
Stockholder does refer to various revenue and expense figures drawn from the Company’s publicly filed reports. However, these numbers
cannot properly be viewed in a vacuum. For example, the devaluation of the Argentine peso has had a negative impact on the value of the
Company’s assets in Argentina. The decline in revenues was in part reflective of the renewed efforts to build out the infrastructure
at Algodon Wine Estates so that more lots could be deeded and formally sold. In fact, the Company has reportable revenue “waiting
in the wings” as the result of committed purchases of lots at Algodon Wine Estates which cannot be recognized until all relevant
deeding requirements have been approved by the local authorities. And of course the pandemic has taken a toll on all aspects of the Company’s
operations, but they have survived and are building a promising future. As many in the U.S. may not be aware, the pandemic continues
to have a significant effect on the economy in Argentina.
At
the Meeting, we will ask our stockholders to indicate their opposition to the termination of CEO Scott Mathis for cause as described
in this Proxy Statement by voting “AGAINST” the following resolution:
“That
the Board of Directors cancel for cause the employment contract with Scott L. Mathis, CEO.”
Required
Vote
As
provided under Delaware law and the bylaws of the Company, the power to elect and remove officers is reserved to the Board of Directors
and not to the stockholders. As such, while we intend to carefully consider the voting results of this proposal, the final vote is advisory
in nature and therefore not binding on the Company. However, our Board of Directors values the opinions of all of our stockholders and
will consider the outcome of this vote when making future decisions with respect to the Company.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “AGAINST” THE RESOLUTION TO APPROVE THE PROPOSAL TO TERMINATE
FOR CAUSE THE EMPLOYMENT AGREEMENT WITH CEO SCOTT MATHIS.
OTHER
MATTERS
As
of the date of this Proxy Statement, management does not know of any other matters that will come before the Annual Meeting.
ANNUAL
REPORT ON FORM 10-K AND ADDITIONAL INFORMATION
Annual
Report
Available
with this Proxy Statement on the internet (and available by mail if a stockholder has made such a request) is the Company’s 2020
Annual Report to Stockholders on Form 10-K.
Information
Available
The
Company is subject to the information and reporting requirements of the Exchange Act and in accordance with the Exchange Act, the Company
files periodic reports, documents and other information with the SEC relating to its business, financial statements and other matters,
including the Company’s annual report on Form 10-K for the year ended December 31, 2020, the Company’s quarterly report on
Form 10-Q for the quarter ended March 31, 2021, and any reports prior to or subsequent to that date.
These
reports and other information filed with the SEC by the Company may be inspected and are available for copying at the public reference
facilities maintained at the Securities and Exchange Commission at 100 F Street NW, Washington, D.C. 20549.
The
Company’s filings with the Securities and Exchange Commission are also available to the public from the SEC’s website, http://www.sec.gov
and at the Company’s website, http://www.gauchoholdings.com. Our Annual Report on Form 10-K for the year ended December
31, 2020, and other reports filed under the Exchange Act, are also available in print to any stockholder at no cost upon request to:
Corporate Secretary, Gaucho Group Holdings, Inc., c/o Burns Figa & Will PC, Attn: Victoria Bantz, 6400 S. Fiddlers Green Circle,
Suite 1000, Greenwood Village, CO 80111; tel: (212) 735-7688.
Proxy
Materials Are Available on the Internet
The
Company is using the internet as the primary means of furnishing proxy materials to certain holders of common stock, however some will
receive their proxy materials by mail via the Full Set Delivery method described above. If you have received a Notice of Internet Availability
of Proxy Materials, you are receiving proxy materials by internet. We are sending a Notice of Internet Availability of Proxy Materials
to you which includes instructions on how to access the proxy materials online or how to request a printed copy of the materials.
We
encourage stockholders to take advantage of the availability of the proxy materials online to help reduce the environmental impact of
our annual meetings and reduce the Company’s printing and mailing costs.
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