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
(Amendment
No. 1)
Filed
by the Registrant [X] Filed by a Party other than the Registrant [ ]
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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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[X]
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Definitive
Additional Materials
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Soliciting
Material under §240.14a-12
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PROFESSIONAL
DIVERSITY NETWORK, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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of Filing Fee (Check the appropriate box):
[X]
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fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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Aggregate
number of securities to which transaction applies:
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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Form,
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Professional
Diversity Network, Inc.
801
W. Adams Street, Sixth Floor, Chicago, IL, 60607
Supplement
to Proxy Statement for Annual Meeting of Stockholders to be held on June 25, 2020
This
Supplement Proxy Statement, dated June 1, 2020 (this “Supplement”) supplements and amends the definitive proxy
statement (the “Proxy Statement”) of Professional Diversity Network, Inc. (the “Company”) filed with the
Securities and Exchange Commission on May 12, 2020, relating to the Company’s 2020 annual meeting of stockholders (the “Annual
Meeting”) to be held on June 25, 2020 at 9:00 a.m., Central Time, at 801 W. Adams Street, Sixth Floor, Chicago, IL, 60607.
This Supplement, which describes changes to the slate of director nominees standing for election at the Annual Meeting, supplements
and amends the Proxy Statement and should be read in conjunction therewith. Except as described in this Supplement, the information
previously provided in the Proxy Statement continues to apply and should be considered carefully in voting your shares.
We
have made our proxy materials, including this Supplement, available over the Internet at www.proxyvote.com. This Supplement
is being made available to stockholders over the Internet at www.proxyvote.com on or about June 1, 2020. We are also making
available a revised proxy card to enable stockholders to vote on the revised slate of director nominees for election at the Annual
Meeting. If you vote using the revised proxy card, it will revoke and replace any previous proxy you have submitted. However,
if you have already voted and you do not wish to change your vote, you do not need to take any further action.
The
time and place of the Annual Meeting have not changed. The Annual Meeting will be held on June 25, 2020 at 9:00 a.m., Central
Time, at 801 W. Adams Street, Sixth Floor, Chicago, IL, 60607.
Changes
to Director Nominees Standing for Election at the Annual Meeting
Ms.
Lida Fang and Mr. Xin (Adam) He, who each were nominated by the Company’s largest shareholder, Cosmic Forward Limited (“CFL”),
pursuant to that certain Stockholders’ Agreement between CFL and the Company entered into in November 2016, with the approval
of the Company and CFL, will not be running for reelection at the Annual Meeting in order to reduce the number of directors
nominated by CFL to one. The Company’s Nominating and Governance Committee has nominated, and the Board of Directors
has approved, Mr. Haibin Gong, who is currently serving on the Board, and Ms. Grace Reyes to replace Ms. Fang and Mr. He. Please
see “Restated Proposal 1” below for the background information of Mr. Gong and Ms. Reyes. The other three director
nominees, namely Mr. Hao (Howard) Zhang, Ms. Courtney Shea, Mr. Michael Belsky, will continue to stand for reelection. Therefore,
the new slate of director nominees for election at the Annual Meeting include the following: Mr. Hao (Howard) Zhang, Ms. Courtney
Shea, Mr. Michael Belsky, Mr. Haibin Gong and Ms. Grace Reyes. After the Annual Meeting, only Mr. Hao (Howard) Zhang will
be a CFL nominee and the Chairman of the Board.
The
revised proxy card furnished with this Supplement differs from the proxy card previously furnished to you with the Proxy Statement,
in that the revised proxy card does not include the names of Ms. Lida Fang and Mr. Xin (Adam) He as director nominees in Proposal
One, and the names of Mr. Haibin Gong and Ms. Grace Reyes are added in their places. If you have not voted already, we encourage
you to submit your vote on all three proposals by submitting a revised proxy via the Internet or by telephone or by mail by following
the procedures on your revised proxy card. If you vote using the revised proxy card, it will revoke and replace any previous proxy
card you have submitted. If you have already submitted a proxy card and you do not wish to change your vote on any of the proposals,
you do not have to take any further action. If you return, or have returned, an original proxy card, your proxy will still
remain valid, and the persons named as proxies on the proxy card will vote as you previously instructed with respect to the three
remaining nominees (i.e., Mr. Zhang, Ms. Shea and Mr. Belsky).
As
discussed in the Proxy Statement, holders of the Company’s common stock (the “Common Stock”) are entitled to
one vote for each share held as of the Record Date on all matters to be voted on. In the election of directors (Proposal 1), the
Board will be elected by a plurality of the voting power of the Common Stock represented in person or by proxy and entitled to
vote at the Annual Meeting. Each stockholder is entitled to vote in favor or withhold his, her or its vote with respect to each
individual nominee or all nominees. Votes that are withheld will have no effect on the outcome of the election of directors. Any
votes cast for or against Ms. Lida Fang and Mr. Xin (Adam) He using the original proxy card will not be counted. The Company’s
Bylaws provide that, except as otherwise provided by applicable law, the rules of the Nasdaq Stock Market, the Company’s
Certificate of Incorporation or the Bylaws, all matters other than the election of directors will be decided by the vote of a
majority in voting power of the shares present in person or by proxy and entitled to vote at the Annual Meeting and on the matter,
provided that a quorum is present. The affirmative vote of a majority in voting power of the Common Stock present in person or
by proxy and entitled to vote at the Annual Meeting and on such proposal will be required to approve Proposal 2 (Auditing Firm
Ratification Proposal) and Proposal 3 (Advisory Vote on Executive Compensation). None of the proposals are contingent upon the
approval of any other proposal.
Committee
Assignments
Our
Board has approved that the compositions of the Board committees effective at the Annual Meeting shall be as follows:
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Audit
Committee (Chair: Courtney Shea, Michael Belsky, Grace Reyes)
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Compensation
Committee (Chair: Michael Belsky, Member: Hao Zhang, Courtney Shea)
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Nominating
and Corporate Governance Committee (Chair: Hao Zhang, Michael Belsky, Haibin Gong)
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Director
Independence
Our
Board has reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly.
Based on this review, our board has determined that all 5 nominees are “independent directors” as defined by Rule
5605(a)(2) of the Nasdaq Stock Market, and that each of Michael Belsky, Courtney Shea and Grace Reyes meets the independence requirement
of the Audit Committee and that each of Hao (Howard) Zhang, Michael Belsky and Courtney Shea meets the independence requirement
of the Compensation Committee.
RESTATEED
PROPOSAL 1: NOMINATION AND ELECTION OF DIRECTORS
This
section amends and restates “Proposal 1: Nomination and Election of Directors” in the Proxy Statement in its entirety.
Nominees
for Director
The
Board has determined to reduce the size of the Board from seven (7) to five (5) and nominated the five persons listed below to
be elected as directors at the Annual Meeting. Directors are to be elected by a plurality vote of the voting power of the Common
Stock present in person or by proxy at the Annual Meeting to serve until the next Annual Meeting and until their successors have
been duly elected and qualified. All of the nominees are currently members of the Board.
The
following table provides the name, age and position of each of our nominees of the Board as of the date of this proxy statement.
There are no family relationships between our executive officers and directors.
Name
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Age
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Position
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Courtney Shea
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59
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Director (1), (2)
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Michael D. Belsky
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61
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Director (1), (2), (3)
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Haibin Gong
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64
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Director (3)
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Grace Reyes
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38
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Director (1)
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Hao (Howard) Zhang
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52
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Director (2), (3), Chairman of the Board
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(1)
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Member of our audit committee.
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(2)
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Member of our compensation committee.
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(3)
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Member of our nominating and corporate governance
committee.
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Set
forth below is the name of each nominee for election to the Board, as well as each such person’s age, his or her current
principal occupation (which has continued for at least the past five years unless otherwise indicated) together with the name
and principal business of the company that employs such person, if any, the period during which such person has served as a director
of the Company, all positions and offices that such person holds with the Company and such person’s directorships over the
past five years in other companies with a class of securities registered pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) or subject to the requirements of Section 15(d) of the Exchange Act
or companies registered as an investment company under the Investment Company Act of 1940 and the specific experience, qualifications,
attributes or skills that led to the conclusion that such person should serve as a director of the Company.
Michael
D. Belsky (age 61) has been a member of the Board since January 2018. Mr. Belsky is the Executive Director of the Center for
Municipal Finance at Harris and teaches a course on the fundamentals of municipal bonds as part of the Municipal Finance Certificate
Program. Mr. Belsky was previously the Managing Director for Fixed Income at Greenwich Investment Management a firm specializing
in High Yield Municipal Bonds. Prior to joining the firm he worked in the municipal finance industry for over 30 years. From 2009
to 2011 he developed a credit review process for Chicago-based C.W. Henderson and Associates, a $3 billion municipal bond investment
advisory firm. Mr. Belsky spent most of his career as Group Managing Director of the Public Finance Group at Fitch Ratings. He
worked at the rating agency from 1993 to 2008 and was named top rating agency executive in public finance by institutional investors
three years in a row (Smith’s Research and Ratings Review Municipal All Star Team, 2005–07). Mr. Belsky also served
two terms as a member of the City Council in Highland Park, Illinois (1995–2003), and two terms as mayor (2003–11).
Under his leadership the city received national recognition in the areas of environmental sustainability, budgeting, financial
reporting, affordable housing and local health initiatives. The city maintained a triple-A rating by Moody’s Investors Service
throughout his tenure. From 2008 to 2011 Mr. Belsky was a member of the Governmental Accounting Standards Board, a national body
that sets accounting and financial reporting standards for state and local governments. Mr. Belsky received a BA in urban studies
from Lake Forest College and an MA in public policy from the University of Chicago.
Hao
(Howard) Zhang (age 52) has been a member of the Board since November 2016, further elected as the Chairman of the Board in
March 2020. Mr. Zhang is a private investor based in China. Mr. Zhang has served as a director of Wealth Power Global Trading
Limited since June 2015. Mr. Zhang was originally nominated to our Board under the terms of a stockholders’ agreement entered
into between the Company and CFL.
Courtney
C. Shea (age 59) joined our Board on March 22, 2019. She has over 30 years of professional experience in municipal advisory
and investment banking. Ms. Shea is a managing member of Columbia Capital Management, LLC, which she joined in 2013. She
served as the head of Chicago office and senior vice president at Acacia Financial Group, Inc. from 2009 to 2013. She was
also the head of Chicago office and managing director of Siebert Branford Shank & Co, LLC from 2006 to 2008. She served
as the national department manager at LaSalle Financial Services from 2001 to 2006. Ms. Shea has been a member of the Board
of Center for Municipal Finance at Harris School of Public Policy, University of Chicago since 2016 and a member of the National
Association of Bond Lawyers since 2010. She chaired the Illinois State Securities Advisory Committee from 1995 to 1998 and
was a member there from 1991 to 1995. She was also a member of the State of Illinois Banking Board from 2001 to 2002.
In addition, Ms. Shea established the National Women in Public Finance as a co-founder in 1996. Ms. Shea received her MBA
degree from the University of Chicago in 1985, her Juris Doctor degree from Loyola University Law School in 1983 and her
bachelor degree in Economics from University of Notre Dame in 1980.
Haibin
Gong (age 64) has extensive experience in the fashion industry in China and was one of the earliest Chinese international
male models. Since April 2017, Mr. Gong has been serving as the Legal Representative of Jiangshan Culture and Tourism Development
Co., Ltd. Since 2010, Mr. Gong has been serving as the Secretary General and Chief Negotiator of Asian Professional Modeling Committee.
In addition, since 2010, Mr. Gong has been serving as President and Secretary General at “MRS GLOBE”, a beauty contest
sponsored by the US charity WIN Fund for married women globally. MRS GLOBE has been held in various countries around the world
since 1996, having global influence and receiving support from many celebrity politicians. Mr. Gong is very influential in the
fashion and women circles in China. He also actively promotes interactions among various women’s associations and seminars,
which greatly promotes the development of women’s career.
Grace
Reyes (age 38) is one of the most prominent voices in finance when it comes to promoting diversity & gender balance in
the investment management industry. Ms. Reyes is the CEO of The Investment Diversity Exchange (TIDE) which connects the movers
and shakers to promote diversity & inclusion within the investment industry. With over 15 years’ work experience in
working with both private and public companies, Ms. Reyes was most recently with AAAIM, a non-profit organization advocating for
Asian Americans. There, she positioned the organization to be the official voice of Asian American Investment Managers thereby
putting the organization on the map and creating a flourishing network. Prior to that, she was in the corporate and business development
team at Switchfly, a travel tech firm, reporting to the Executive suite. As the first hire of the team, she built international
relationships with influential industry leaders and opportunities with some of the top internet and travel tech firms for the
company. Ms. Reyes also established and honed relationships with prominent investors when she spearheaded the investor relations
and fundraising efforts at a private equity firm where she also reported to the Executive Suite. Ms. Reyes is ranked Top 1% LinkedIN
profile within investment management. She was named globally as one of the Top 35 Under 35 Rising Stars by Phocuswright as well
as one of ten CAIA Scholars in 2015. She is the Founder and Co-Host of goodtimesSF, San Francisco’s largest investment networking
happy hour. She earned a BA degree in Economics with a Computer Specialization from UCLA and an MBA from UC Berkeley.
Required
Vote
In
order to be elected to the Board, each nominee must receive a plurality of the voting power of the Common Stock present in person
or represented by proxy at the Annual Meeting. Stockholders may only vote for or withhold their votes for the election of the
nominees to the Board. Votes that are withheld and broker non-votes, if any, will be counted for purposes of determining the presence
or absence of a quorum. Votes that are withheld, abstentions and broker non-votes will have no effect on the election of directors.
Unless instructions to the contrary are specified, as permitted by applicable law and the rules of the Nasdaq Stock Market, the
proxy holders will vote the proxies received by them “FOR” each of the director nominees.
Recommendation
of the Board of Directors
The
Board recommends that the stockholders vote “FOR” the election of all of the nominees as directors.
Other
Matters
Other
than as set forth above, no items presented in the Proxy Statement are affected by this Supplement, and you should carefully review
the Proxy Statement prior to voting your shares. The Company knows of no matters to be submitted to the Annual Meeting other than
those presented in the Proxy Statement, as amended and supplemented by this Supplement. If any other matters properly come before
the Annual Meeting, it is the intention of the person named in the enclosed revised proxy card to vote the shares they represent
in accordance with his best judgement on each of these other matters.
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By
Order of the Board of Directors,
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Chicago,
Illinois
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Hao
(Howard) Zhang
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June
1, 2020
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Chairman
of the Board
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