UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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by the Registrant
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the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy
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☐
Definitive
Additional Materials
☐
Soliciting
Material Pursuant to
§
240.14a-12
VOLTARI CORPORATION
(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):
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table below per Exchange Act Rules 14a-6(i)(1) and
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767 Fifth Avenue, 47th Floor
New York, NY 10153
212-388-5500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 14, 2018
To the
Stockholders of Voltari Corporation:
Notice
is hereby given that the 2018 Annual Meeting of Stockholders of
Voltari Corporation, a Delaware corporation (
“
Voltari
”
or the
“
Company
”
), will be held on June 14, 2018,
beginning at 10:00 a.m. Eastern Daylight Time, at the offices of
Brown Rudnick LLP, Seven Times Square, New York, NY, 10036 (the
“
Annual
Meeting
”
), for the
following purposes, as are more fully described in the accompanying
Proxy Statement:
(1)
To
elect four directors to serve until the 2018 Annual Meeting of
Stockholders, or until their respective successors are duly elected
and qualified;
(2)
To
approve, on a non-binding, advisory basis, the compensation of the
Company
’
s named
executive officers;
(3)
To
ratify the appointment of Grant Thornton LLP (
“
Grant Thornton
”
) as the Company
’
s independent registered
public accounting firm for the fiscal year ending December 31,
2018; and
(4)
To
transact such other business as may properly come before the
meeting and any adjournment or postponement thereof.
The
Board of Directors has fixed the close of business on April 18,
2018 as the record date for determination of stockholders entitled
to notice of and to vote at the Annual Meeting. Only holders of
record of common stock at the close of business on the record date
will be entitled to notice of and to vote at the Annual Meeting and
any adjournment or postponement thereof.
A list
of the holders of common stock entitled to vote at the Annual
Meeting will be available for examination by any stockholder for
any purpose germane to the Annual Meeting, during ordinary business
hours, for at least ten days prior to the Annual Meeting, at the
offices of the Company, located at 767 Fifth Avenue, 47th Floor,
New York, New York 10153.
This booklet includes the formal notice of the meeting and the
proxy statement. Pursuant to the rules adopted by the Securities
and Exchange Commission, we have elected to provide access to our
proxy materials over the Internet. Accordingly, we are sending a
Notice of Internet Availability of Proxy Materials (the
“Notice”) to our stockholders. All stockholders will
have the ability to access the proxy materials on a website
referenced in the Notice or request a printed or digital set of the
proxy materials. Instructions regarding how to access the proxy
materials over the Internet or to request a printed or digital copy
may be found in the Notice. In addition, stockholders may request
proxy materials in printed or digital form by mail, telephone or
electronically by email on an ongoing basis.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL
MEETING. YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF
SHARES YOU OWN.
IT IS IMPORTANT THAT YOU VOTE PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE READ THE ATTACHED
PROXY STATEMENT AND VOTE YOUR SHARES (I) VIA THE INTERNET, (II) BY
TELEPHONE OR (II) BY REQUESTING A PAPER PROXY CARD TO SIGN, DATE
AND RETURN BY MAIL. IF YOU LATER DESIRE TO REVOKE YOUR PROXY, YOU
MAY DO SO AT ANY TIME BEFORE IT IS EXERCISED.
IMPORTANT NOTICE REGARDING
AVAILABILITY OF PROXY MATERIALS FOR THE COMPANY'S ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JUNE 14, 2018: This communication
presents only an overview of the more complete proxy materials that
are available to you on the Internet. We encourage you to access
and review all of the important information contained in the proxy
materials before voting. The Notice of Internet Availability of
Proxy Materials, the Proxy Statement, the Company's Annual Report
for the fiscal year ended December 31, 2017 and the
Proxy Card are available for viewing, printing, and downloading at
http://www.astproxyportal.com/ast/18262
.
If you want to receive a paper or
email copy of these documents, you must request one. There is no
charge to you for requesting a copy. Please make your request for a
copy as instructed in the Notice.
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Sincerely,
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Peter
K. Shea
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Chairman of the Board of Directors
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New
York, NY
April
24, 2018
TABLE OF CONTENTS
GENERAL
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
|
1
|
PROPOSAL
1
|
4
|
EXECUTIVE
OFFICERS
|
6
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CORPORATE
GOVERNANCE
|
7
|
EXECUTIVE
COMPENSATION
|
10
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
13
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PROPOSAL
2
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16
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PROPOSAL
3
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17
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PROPOSALS
FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS
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19
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GENERAL
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19
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AVAILABLE
INFORMATION
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20
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VOLTARI CORPORATION
767 Fifth Avenue, 47th Floor
New York, NY 10153
212-388-5500
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 14, 2018
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND
VOTING
This
proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Voltari Corporation, a
Delaware corporation (
“
Voltari
”
or the
“
Company
”
), for use at the Annual Meeting of
Stockholders to be held on June 14, 2018, beginning at 10:00 a.m.
Eastern Daylight Time, at the offices of Brown Rudnick LLP, Seven
Times Square, New York, NY, 10036, (the
“
Annual Meeting
”
), and at any adjournments or
postponements thereof, to consider the matters set forth in the
Notice of Annual Meeting of Stockholders. This proxy statement, the
proxy card and our annual report for the year ended December 31,
2017 will first be made of available to you on or about April 24,
2018.
Stockholders Entitled to Vote
Our
Board of Directors has fixed the close of business on April 18,
2018 as the record date (the
“
Record Date
”
). Accordingly, only stockholders of
record of the common stock, par value $0.001 per share (the
“
Common Stock
”
), of the Company at the close of
business on the Record Date will be entitled to notice of and to
vote at the Annual Meeting and at any adjournments or postponements
thereof. As of the Record Date, a total of 8,994,814 shares of
Common Stock were outstanding. The holders of our Common Stock are
entitled to one vote per share. There is no cumulative
voting.
Proposals
Stockholders
will vote on the following items at the Annual
Meeting:
1.
The
election of four directors to serve until the 2019 Annual Meeting
of Stockholders, or until their respective successors are duly
elected and qualified (Proposal 1);
2.
A
non-binding, advisory vote to approve the compensation of the
Company
’
s named
executive officers (Proposal 2);
3.
Ratification of
the appointment of Grant Thornton LLP as the Company
’
s independent registered
public accounting firm for the fiscal year ending December 31, 2018
(Proposal 3); and
4.
To
transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
Except
for procedural matters incident to the conduct of the Annual
Meeting, the Board of Directors does not know of any matters other
than those described in the Notice of Annual Meeting of
Stockholders that are to come before the Annual
Meeting.
Recommendations of the Board of Directors
Our
Board of Directors recommends that you vote your
shares:
●
“
FOR
”
each of the nominees for
director (Proposal 1);
●
“
FOR
”
the approval, on a
non-binding, advisory basis of the compensation of the
Company
’
s named
executive officers (Proposal 2); and
●
“
FOR
”
the ratification of the
appointment of Grant Thornton LLP as our independent registered
public accounting firm for the fiscal year ending December 31, 2018
(Proposal 3).
How Record Holders Vote
If on
the Record Date you hold shares of our Common Stock that are
registered directly in your name with our transfer agent, American
Stock Transfer &Trust Company LLC (
“
AST
”
), you are considered the
stockholder of record with respect to those shares. As a
stockholder of record, you may vote in person at the Annual Meeting
or by proxy. We recommend that you vote by proxy even if you plan
to attend the Annual Meeting. You may always attend the Annual
Meeting and revoke your proxy by voting in person.
There
are three ways for record holders to vote by proxy:
●
By
Internet
—
You can
vote by Internet by going to the website www.voteproxy.com and
following the instructions on our enclosed proxy card;
●
By
Telephone
—
You can
vote by telephone by calling 1-800-776-9437 or the number on your
proxy card or voting instruction form; or
●
By
Mail
—
You can vote
by requesting a paper proxy card from American Stock Transfer &
Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219 or
printing a proxy card from the website www.voteproxy.com,
completing, signing, dating and mailing the proxy card to American
Stock Transfer & Trust Company, LLC, 6201 15th Avenue,
Brooklyn, NY 11219, at or before the taking of the vote at the
Annual Meeting.
Voting of Proxies
The
persons named as the proxies, Kenneth Goldmann and Peter Kaouris
were selected by our Board of Directors.
Whichever
voting method you select to transmit your instructions, the proxy
holder will vote your shares of Common Stock in accordance with
your instructions. If you submit your proxy card without specifying
your voting instructions, your shares will be voted in accordance
with the recommendations of our Board of Directors listed above for
all matters presented in this proxy statement.
Street Name Holders and Record Holders
If on
the Record Date you hold shares of our Common Stock in an account
with a brokerage firm, bank, or other nominee, you are a beneficial
owner of those shares and hold such shares in street name. These
proxy materials have been forwarded to you by the nominee holding
your shares. As a beneficial owner, you have the right to direct
your broker, bank, or other nominee on how to vote the shares held
in their account, and the nominee has enclosed or provided voting
instructions for you to use in directing it how to vote your
shares. The nominee that holds your shares, however, is considered
the stockholder of record for purposes of the Annual Meeting.
Because you are not the stockholder of record, you may not vote
your shares in person at the Annual Meeting unless you have
received a legal proxy from your broker, bank or nominee giving you
the right to vote the shares at the Annual Meeting. You must
present that legal proxy, along with valid photo identification and
sufficient proof of share ownership as of the record date, at the
meeting. Whether or not you plan to attend the Annual Meeting, we
urge you to vote by following your nominee
’
s voting instructions to ensure that
your vote is counted.
Revocation of Proxies
Your
attendance at the Annual Meeting alone will not automatically
revoke your proxy. You may, however, revoke your proxy and change
your vote at any time before it is voted by (i) delivering a
written notice of revocation of the proxy
’
s authority to the
Company
’
s Principal
Executive Officer; (ii) delivering a duly executed proxy bearing a
later date to the Company
’
s Principal Executive Officer; or
(iii) by attending the Annual Meeting and voting in
person.
Quorum and Votes Necessary for Action to be Taken
Quorum and Adjournment
. The presence at the commencement of
the Annual Meeting, in person or by proxy, of the holders of a
majority of the issued and outstanding shares of Common Stock will
constitute a quorum for the transaction of business at the Annual
Meeting. Votes withheld, abstentions and broker
“
non-votes
”
are counted as present or
represented for purposes of determining the presence or absence of
a quorum. A broker
“
non-vote
”
occurs when a broker holding shares
for a beneficial owner votes on one proposal, but does not vote on
another proposal because, in respect of such other proposal, the
broker does not have discretionary voting power and has not
received instructions from the beneficial owners. Shares voted in
the manner described above will be counted as present at the Annual
Meeting. If, however, a quorum is not present or represented at the
Annual Meeting, either the person presiding at the Annual Meeting
or a majority of the stockholders entitled to vote thereat, present
in person or by proxy, may adjourn the Annual Meeting without
notice other than announcement at the meeting, until a quorum shall
be present or represented.
Vote Required for Proposal 1.
Election of directors will be
determined by a plurality of the votes cast by holders of shares of
Common Stock entitled to vote at the Annual Meeting. Abstentions
and broker non-votes will not have any effect on this proposal.
Accordingly, the nominees receiving the highest number of
“
For
”
votes at the Annual Meeting will be
elected as directors.
Vote Required for Proposal 2.
The affirmative vote of a
majority of the holders of shares of Common Stock present, in
person or represented by proxy, and voting on this proposal at our
Annual Meeting, is required to approve the non-binding, advisory
vote on the compensation of the Company
’
s named executive officers.
Abstentions and broker non-votes will not have any effect on this
proposal.
Vote Required for Proposal 3.
The affirmative vote of a
majority of the holders of shares of Common Stock present, in
person or represented by proxy, and voting on this proposal at our
Annual Meeting, is required to ratify the appointment of Grant
Thornton LLP as the Company
’
s independent registered public
accounting firm for the fiscal year ending December 31, 2018.
Abstentions and broker non-votes will not have any effect on this
proposal.
Abstentions and Broker Non-Votes
. Banks, brokers or other
holders of record may vote shares held for a customer in street
name on matters that are considered
“
routine
”
even if they have not received
instructions from their customer. One of the proposals before the
Annual Meeting this year is deemed a
“
routine
”
matter, namely the proposal to
ratify the appointment of Grant Thornton as our independent
registered public accounting firm for the fiscal year ending
December 31, 2018 (Proposal 3), which means that if your shares are
held in street name your bank, broker or other nominee can vote
your shares on that proposal if you do not provide timely
instructions for voting your shares.
The
proposal to elect directors (Proposal 1) and the non-binding,
advisory vote on the compensation of the Company
’
s named executive officers (Proposal
2) are not considered
“
routine
”
matters. As a result, if you do not
instruct your bank, broker or other nominee how to vote with
respect to those matters, your bank, broker or nominee may not vote
on those proposals and a broker
“
non-vote
”
will occur.
Other Matters
As of
the date of this proxy statement, our Board of Directors does not
know of any business that will be presented for consideration at
the Annual Meeting other than the matters described in this proxy
statement. If any other matters are properly brought before the
Annual Meeting, your proxy authorizes us to vote, or otherwise act,
in accordance with the best judgment and discretion of the persons
named as proxies above.
Expenses of Proxy Solicitation
All
costs of solicitation of proxies will be borne by the Company.
Copies of solicitation materials will be furnished to brokerage
houses, fiduciaries and custodians holding shares in their names
that are beneficially owned by others so that they may forward this
solicitation material to such beneficial owners. Voltari may
reimburse such persons for their costs in forwarding the
solicitation materials to such beneficial owners. The original
solicitation of proxies may be supplemented by a solicitation by
telephone or other means by directors, officers or employees of
Voltari without compensation.
PROPOSAL 1
ELECTION OF DIRECTORS
The
Board of Directors of the Company is currently composed of four
members. There is no limit to the number of terms a director may
serve, and the term of office of each person elected as a director
will continue until the next annual meeting of stockholders or
until a successor has been duly elected and qualified. The Board of
Directors has approved the nomination of Peter K. Shea, Jaffrey
(Jay) A. Firestone, Kevin Lewis and Sachin Latawa for election,
each of whom has indicated a willingness to serve and each of whom
currently serves as a director of the Company.
Vote Required
Directors
are elected by a plurality of the votes cast by stockholders
entitled to vote at the Annual Meeting. Accordingly, the nominees
receiving the highest number of
“
For
”
votes at the annual meeting will be
elected as directors. Abstentions and broker non-votes will not
have any effect on the outcome of this proposal. Stockholders do
not have the right to cumulate their votes in the election of
directors.
OUR BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT YOU VOTE
“FOR”
EACH OF THE NOMINEES LISTED
BELOW.
The
persons named as proxies on the enclosed proxy card will vote the
proxies he or she receives for the election of Messrs. Shea,
Firestone, Lewis and Latawa unless otherwise directed. In the event
that any of the nominees become unavailable for election at the
Annual Meeting, the persons named as proxies in the enclosed proxy
card may vote for a substitute nominee in his or her discretion as
recommended by the Board of Directors.
Set
forth below is certain biographical information regarding the
nominees. All of the nominees are currently serving as
directors.
Director Nominees:
|
|
Age
|
|
Position
|
|
Director Since
|
Peter
K. Shea (1)(2)(3)(4)
|
|
67
|
|
Chairman
of the Board
|
|
2015
|
Jaffrey
(Jay) A. Firestone (2)(3)(5)
|
|
61
|
|
Director
|
|
2011
|
Kevin
Lewis (1)(2)(3)
|
|
47
|
|
Director
|
|
2013
|
Sachin
Latawa
|
|
38
|
|
Director
|
|
2017
|
(1)
Member
of our Compensation Committee
(2)
Member
of our Governance and Nominating Committee
(3)
Member
of our Audit Committee
(4)
Chairperson of our
Compensation Committee and our Governance and Nominating
Committee
(5)
Chairperson of our
Audit Committee
Peter K. Shea
has served as one of our directors since 2015.
He has been an operating partner of Snow Phipps, a private equity
firm, since 2013. Mr. Shea has served as the Chairman of FeraDyne
Outdoors, LLC, a manufacturer and marketer of hunting accessories
since 2014, Chairman of Teasedale Foods, Inc., a Hispanic foods
company, since 2014, Chairman of Decopac, Inc., a B2B bakery
supplier since 2017, Director of Hennessy Capital Partners III LLC,
a special purpose acquisition company, since 2017, director of CVR
Partners LP (NYSE: UAN), a nitrogen fertilizer company, since 2014;
and Director of Viskase Companies (OTC: VKSC), a meat casing
company, since 2006. Mr. Shea served as a director of Trump
Entertainment Resorts, a gaming and hospitality company, from 2016
to 2017. Mr. Shea served as an operating advisor for OMERS Private
Equity, a private equity firm, from 2011 to 2016. Mr. Shea was
previously a director of: Give and Go Prepared Foods, a bakery,
from 2012 to 2016; Hennessy Capital Partners II LLC, a special
purpose acquisition company, from 2015 to 2016; Hennessy Capital
Partners I LLC, a special purpose acquisition company, from 2014 to
February 2015; Sitel World Wide Corp., a call center, from 2011 to
September 2015; and CTI Foods, a food products processing company,
from 2010 to 2014. From 2006 to 2009, Mr. Shea served as President
of Icahn Enterprises L.P. (NASDAQ: IEP), where he was responsible
for its real estate businesses which included rental real estate
operations, consisting of retail, office and industrial properties
leased to single-corporate tenants, and its residential home
development operations, which focused on the construction and sale
of single-family homes, custom built homes, multi-family homes and
residential lots in subdivisions and planned communities. Icahn
Enterprises L.P., Viskase Companies, CVR Partners LP, and Trump
Entertainment Resorts each are indirectly controlled by Carl C.
Icahn, the Company’s controlling stockholder. Mr. Shea has an
M.B.A. from the University of Southern California and a B.B.A. from
Iona College. Mr. Shea’s experience in the real estate
business, in addition to his service on other boards, enables him
to provide advice and insight to the Company as it develops its
real estate business.
Jaffrey (Jay) A. Firestone
has served as one of our
directors since July 2011. Since 2006, Mr. Firestone has served as
Chairman and Chief Executive Officer at Prodigy Pictures Inc., a
leader in the production of quality film, television and
cross-platform media. Previously, Mr. Firestone established
Fireworks Entertainment in 1996 to produce, distribute and finance
television programs and feature films. In 1998, Fireworks
Entertainment was acquired by CanWest Global Communications
Corporation and Mr. Firestone was named Chairman and Chief
Executive Officer and oversaw the company
’
s Los Angeles and London based
television operations as well as its Los Angeles feature film
division, Fireworks Pictures. In addition, Mr. Firestone oversaw
the company
’
s interest in
New York based IDP Distribution, an independent distribution and
marketing company formed by Fireworks Entertainment in 2000 as a
joint venture with Samuel Goldwyn Films and Stratosphere
Entertainment. Mr. Firestone has served on the board of directors
for the Academy of Canadian Cinema and Television and the Academy
of Television Arts and Sciences International Council in Los
Angeles. Mr. Firestone has led two successful initial public
offerings and in 1998, was nominated for entrepreneur of the year.
Mr. Firestone has extensive experience in dealing with financial
reporting, which, in addition to his service on another board,
enables him to advise our board on a range of matters including
financial matters.
Kevin Lewis
has served as one of our directors since January
2013. Mr. Lewis is currently the Chief Marketing Officer of
Alimentation Couche-Tard, beginning this role in July 2017. From
2013 to 2017, Mr. Lewis was the Chief Marketing Officer of Total
Wine & More, the largest independent retailer of beer, wine and
spirits in the U.S. Previously, Mr. Lewis served as the Chief
Marketing Officer of Blockbuster LLC, the video rental retail chain
subsidiary of Dish Network Corp. (NASDAQ: DISH) and was previously
employed by Blockbuster Inc. as the Senior Vice President of
Digital Entertainment. Blockbuster Inc. voluntarily filed for
Chapter 11 bankruptcy protection in September 2010 and subsequently
emerged from bankruptcy in March 2011 via a sale of the company to
Dish Network Corp. Mr. Lewis was employed by subsidiaries of
Koninklijke Philips Electronics N.V. (NYSE: PHG), an industrial
conglomerate which engages in the healthcare, consumer lifestyle
and lighting product business worldwide, as the Chief of Strategy
and New Business for Philips Consumer Lifestyle from 2007 until
2009 and the Chief of Strategy and Vice-President, Business
Development for Philips Consumer Electronics from 2004 until 2007.
From 1993 until 2004, Mr. Lewis held multiple roles at The Boston
Consulting Group, a management consulting company. Mr. Lewis
received his B.A. in international relations from Stanford
University and an MBA, with distinction, from INSEAD. Mr.
Lewis
’
s management and
corporate development experience enables him to provide our board
insight and advice as we develop our business.
Sachin Latawa
has served as one of our directors since April
2017. Mr. Latawa has served as Chief Financial Officer of the real
estate segment of Icahn Enterprises L.P. (NASDAQ: IEP)
(“IEP”), a diversified holding company engaged in a
variety of businesses, including investment, automotive, energy,
gaming, railcar, food packaging, metals, mining, real estate and
home fashion segments, since January 2017. In his current role, Mr.
Latawa is responsible for directing all acquisition, divestiture,
financial reporting, accounting, asset management and financial
planning activities for IEP’s real estate segment. Prior to
that time, Mr. Latawa was Controller of IEP’s real estate
segment, beginning in April 2015. Prior to joining IEP, Mr. Latawa
served as Vice President and M&A Controller at Fortress
Investment Group (“Fortress”), where his
responsibilities included overseeing M&A transactions for
various publicly-traded REITs managed by Fortress, from March 2014
to April 2015. From 2006 to 2014, Mr. Latawa held various positions
with PwC Transaction Services, most recently as a Director. Mr.
Latawa is a Certified Public Accountant in the United States and a
Chartered Accountant in India. He holds a Bachelors’ Degree
in Commerce from Delhi University, India and an MBA from the
Institute of Management Technology, India.
Mr.
Latawa's extensive experience in the real estate industry enables
him to provide our Board with valuable insight into our business
operations.
EXECUTIVE OFFICERS
The
following table sets forth the names, titles and certain
biographical information of our executive officers as of April 24,
2018.
Name
|
|
Age
|
|
Positions
|
Kenneth
Goldmann
|
|
71
|
|
Principal
Executive Officer
|
Peter
Kaouris
|
|
51
|
|
Chief
Accounting Officer
|
Kenneth Goldmann
has served as our Principal Executive Officer
since August 2017. Mr. Goldmann previously served as our Chief
Financial Officer from May 2017 to August 2017, and our a
s
our Chief Administrative and Accounting Officer from October 2015
to May 2017. Mr. Goldmann is a founding partner of Vantage CFO
Partners LLC, a company formed in 2014 that provides financial
management services to small business clients. Mr. Goldmann served
as a partner at CohnReznick, a public accounting firm, from 2004
until his retirement in 2013. From 1997 to 2004 he was a partner at
BDO Seidman, a public accounting firm. At both CohnReznick and BDO
Seidman, Mr. Goldmann
’
s
audit clients included real estate investment trusts. Mr. Goldman
received a Bachelors’ Degree in Business Administration from
Rider College in 1968 and studied tax and accounting at Rutgers
University from 1970 to 1973.
Peter Kaouris
has served as
our Chief Accounting Officer since May 2017. Mr. Kaouris was
previously a consultant from March 2016 until May 2017, providing
strategic investment planning for family trusts, including
preparing and implementing real estate investment strategies and
conducting market analysis and real estate property due diligence.
Mr. Kaouris was also a consultant for AXA Real Estate Investment
Managers, from February 2017 to April 2017, where he assisted in
streamlining accounting financial reporting deliverables from
various third party companies. Previously, Mr. Kaouris served as
the Vice President and Controller of O’Connor Capital
Partners, from March 1999 to June 2015, where Mr. Kaouris was
responsible for leading the accounting and financial management
departments, as well as assisting in the various life cycle stages
of real estate funds, which included budgeting and cash management,
reviewing loan draws for real estate projects and assisting in the
oversight of the audit and tax preparation for real estate
properties, holding companies and fund level entities. From
December 1996 to March 1999, Mr. Kaouris was a Senior Auditor at
Ernst & Young LLP’s Financial Markets-Real Estate Group
for Assurance and Business Advisory Practice, where his
responsibilities included performing audits and strategic
consulting for real estate clients and ensuring clients complied
with financial regulatory controls and satisfied applicable
accounting standards. From August 1994 to December 1996, Mr.
Kaouris was an Assistant Controller for Related Companies, LP,
where he assisted in the fund management for six real estate
portfolios. Mr. Kaouris has served on the board of Bayside Gables
Civic Association, Inc. since January 2017. Mr. Kaouris has a
Bachelor of Business Administration, Accounting & Finance, from
The Bernard M. Baruch College of the City University of New York
and he received his New York Real Estate License in March
2017
.
CORPORATE GOVERNANCE
Leadership Structure
Peter
K. Shea serves as the Chairman of the Board of Directors and
Kenneth Goldmann serves as our principal executive
officer.
We
separate the role of principal executive officer from the
leadership of our Board of Directors in recognition of the
different roles of each position and to foster independent
leadership of the Board of Directors. We believe that our current
leadership structure is appropriate to segregate the Board of
Directors oversight role from management of the
Company.
Board Structure
Our
business and affairs are managed under the direction of the Board
of Directors. Our Bylaws provide that the size of our Board of
Directors will be fixed from time to time by the Board of
Directors. Our Board of Directors is currently composed of four
directors.
Each of
our executive officers has been appointed by the Board of Directors
and will serve until his or her successor is duly appointed and
qualified.
Director Independence
We have made a determination of independence of our directors under
standards of The NASDAQ Stock Market LLC (“NASDAQ”),
solely for purposes of complying with the rules and regulations of
the Securities and Exchange Commission (the “SEC”). We
are not subject to the independence requirements, or any other rule
or regulation, of NASDAQ.
Our
Board of Directors has determined that each of Messrs. Shea,
Firestone, and Lewis are independent directors under the applicable
rules of NASDAQ. In making this determination about the
independence of our directors, the Board of Directors considered
the relationships that each such director or nominee has with
Voltari and our management and all other facts and circumstances
the Board of Directors deemed relevant in determining independence,
including the relationships disclosed under
“
Certain Relationships and
Related Transactions, and Director Independence
,
”
and, with respect to Mr. Shea, his
prior employment at IEP and his current and prior directorships of
various public and private companies affiliated with Mr. Carl C.
Icahn, our largest shareholder.
Our
Board of Directors has determined that Mr. Latawa is not an
independent director
under the applicable rules of NASDAQ.
In making that determination, the Board of Directors considered Mr.
Latawa’s relationships with entities controlled by Mr. Carl
C. Icahn, as described more fully in his biography under
“
Directors,
”
and that Mr. Latawa is the Chief Financial Officer for the real
estate segment for IEP, an entity controlled by Mr. Carl C.
Icahn.
Since
March 30, 2015, Mr. Carl C. Icahn has controlled more than 50% of
the voting power of our common stock. See “Security Ownership
of Certain Beneficial Owners and Management.” Consequently,
if we were listed on NASDAQ, we would be considered a
“controlled company” under applicable NASDAQ
Marketplace Rules. Under these rules, a “controlled
company” may elect not to comply with certain NASDAQ
corporate governance requirements, including requirements that: (i)
a majority of the Board of Directors consist of independent
directors; (ii) director nominees be selected or recommended for
the Board of Director’s selection by a majority of the
independent directors or by a nominating committee composed solely
of independent directors; and (iii) compensation of executive
officers be determined or recommended to the Board of Directors by
a majority of independent directors or by a compensation committee
that is composed entirely of independent directors.
Board’s Role in Risk Oversight
Our
Board of Directors is responsible for overseeing the
Company
’
s risk management
process. The Board of Directors focuses on the Company
’
s general risk management strategy,
the most significant risks facing the Company, and ensures that
appropriate risk mitigation strategies are implemented by
management. The Board of Directors is also apprised of particular
risk management matters in connection with its general oversight
and approval of corporate matters.
The
Board of Directors has delegated to the Audit Committee oversight
of certain aspects of the Company
’
s risk management process. Among its
duties, the Audit Committee periodically reviews and discusses with
management the Company
’
s
major risk exposures with respect to the Company
’
s accounting and financial reporting
policies and procedures and the measures management has taken to
monitor, measure and control such exposures and elicit
recommendations for the improvement of the Company
’
s risk assessment and mitigation
procedures. Our other Board committees also consider and address
risk as they perform their respective committee responsibilities.
All committees report to the full board as appropriate, including
when a matter rises to the level of a material risk. The
Company
’
s management is
responsible for day-to-day risk management.
We
believe the allocation of risk management responsibilities
described above is an effective approach for addressing the risks
facing the Company and that our board leadership structure supports
this approach.
Meetings of the Board of Directors
The
Board of Directors met six times during the fiscal year ended
December 31, 2017, and each of our directors attended at least 75%
of the total number of meetings of the Board of Directors and all
committees of the Board of Directors on which he served. During the
fiscal year ended December 31, 2017, the independent directors of
the Board of Directors met in executive session during each of the
Board of Directors
’
quarterly regular meetings and at such other Board of Directors and
committee meetings as the independent directors
elected.
Committees of the Board of Directors
The
Board of Directors has a standing Audit Committee, Compensation
Committee, and Governance and Nominating Committee. From time to
time, we also establish special committees of the Board of
Directors when necessary to address specific issues. The Board of
Directors has adopted a charter for each of the standing committees
that address the composition and functioning of such committee.
Copies of the committee charters are available on
Voltari
’
s website at
www.voltari.com under the respective committee charter
links.
Audit Committee
. Our Board of Directors has established an
Audit Committee. The Audit Committee represents and assists the
Board of Directors in its general oversight of our accounting and
financial reporting processes, audits of the financial statements,
and internal control and audit functions. The Audit Committee is
currently composed of three members: Messrs. Firestone, Shea and
Lewis. Each member of the Audit Committee is a non-employee member
of our Board of Directors. Mr. Firestone is the chairperson of our
Audit Committee. Our Board of Directors has affirmatively
determined that Messrs. Firestone, Shea and Lewis each meet the
definition of
“
independent directors
”
for purposes of serving on an audit
committee under applicable SEC
and NASDAQ rules. In addition, Mr.
Firestone qualifies as our
“
audit committee financial
expert.
”
The Audit
Committee met five times during the fiscal year ended December 31,
2017.
Compensation Committee
. Our Board of Directors has
established a Compensation Committee. Our Compensation Committee is
responsible for reviewing and overseeing compensation of our named
executive officers and oversees and administers our executive
compensation plans and programs. The Compensation Committee is
currently composed of two members: Messrs. Shea and Lewis, each of
whom is a non-employee member of our Board of Directors. Mr. Shea
is the chairperson of our Compensation Committee. The Compensation
Committee acted via written consent in lieu of in-person meetings
during the fiscal year ended December 31, 2017.
Governance and Nominating Committee
. Our Board of Directors
has established a Governance and Nominating Committee (the
“
Nominating
Committee
”
) that has
overall responsibility for recommending corporate governance
process and board operations for the Company. The Nominating
Committee identifies director candidates, reviews the
qualifications and experience of each person considered as a
nominee for election or reelection as a director, and recommends
director nominees to fill vacancies on the Board and for approval
by the Board and the shareholders. The Nominating Committee is
currently composed of three members: Messrs. Shea, Firestone and
Lewis, each of whom is a non-employee member of our Board of
Directors. Mr. Shea is the chairperson of our Governance and
Nominating Committee. The Nominating Committee acted via written
consent in lieu of in-person meetings during the fiscal year ended
December 31, 2017.
Director Qualifications; Recommendations of Director
Candidates
The
Board of Directors seeks a diverse group of candidates who, at a
minimum, possess the background, skills, expertise and time to make
a significant contribution to the Board of Directors, the Company
and its stockholders. The Nominating Committee makes
recommendations to the Board of Directors concerning the
composition of the Board of Directors and its committees including
size and qualifications for membership. In evaluating potential
candidates for director, the Nominating Committee annually reviews
and assesses the appropriate and desirable mix of characteristics,
skills (including risk assessment skills), expertise and experience
for the full Board of Directors and each committee, taking into
account both current directors and all nominees for election as
directors, as well as any diversity objectives and considerations.
The Nominating Committee will consider stockholder recommendations
for candidates for the Board of Directors using the same
criteria.
The
Nominating Committee considers nominees for election or appointment
to our Board of Directors that are recommended by stockholders.
Such recommendations should be submitted in writing to the
attention of the Governance and Nominating Committee, Voltari
Corporation, 767 Fifth Avenue, 47th Floor, New York, NY 10153.
Pursuant to the Company
’
s
Bylaws, in order for business to be properly brought before an
annual meeting of stockholders by a stockholder, the stockholder
must give written notice of such stockholder
’
s intent to bring a matter before
the annual meeting no later than ninety days prior to the first
anniversary of the preceding year
’
s annual meeting and no earlier than
120 days prior to the first anniversary of the preceding
year
’
s annual meeting;
provided, however, that if the annual meeting is convened more than
thirty days prior to or delayed by more than thirty days after such
anniversary date, or if no annual meeting was held in the preceding
year, notice must be received no later than the close of business
on the later of the 90th day prior to the meeting or the 15th day
following the day on which public announcement of the date of such
meeting is made.
Code of Ethics
We have
adopted a Code of Business Conduct and Ethics for directors,
officers and employees of Voltari and its subsidiaries, which meets
the requirements of a
“
code of ethics
”
as defined by Item 406 of
Regulation S-K. The Code of Business Conduct and Ethics is
available at www.voltari.com under the
“
Code of Business Conduct and
Ethics
”
link. Any
amendments to the Code of Business Conduct and Ethics, or any
waivers of its requirements, will be disclosed on our
website.
Attendance by Directors at the Annual Meeting of
Stockholders
Our
directors are encouraged, but not required, to attend the Annual
Meeting on June 14, 2018. The Company
’
s 2017 annual meeting of
stockholders was held on June 20, 2017. All members of our Board of
Directors were present at our 2017 annual meeting of stockholders,
in person or via telephone conference.
Stockholder Communications with Directors
Stockholders
may contact the Company
’
s
Board of Directors by writing to them c/o Board of Directors,
Voltari Corporation, 767 Fifth Avenue, 47th Floor, New York, NY
10153. All communications addressed to the Board of Directors will
be delivered to the Board of Directors. If stockholders desire,
they may contact individual members of the Board of Directors or a
particular committee of the Board of Directors by appropriately
addressing their correspondence to the same address. In each case,
such correspondence will be delivered to the appropriate
director(s).
EXECUTIVE COMPENSATION
Summary Compensation Table
Our named executive officers are determined in accordance
with
the SEC rules. The following table provides summary
information concerning compensation earned by or paid to our named
executive officers for services provided to us during the years
ended December 31, 2017 and 2016.
Name &
Principal
Position
|
|
Year
|
|
|
All Other Compensation ($)
|
|
Kenneth Goldmann
|
|
2017
|
175,000
|
40,000
(2)
|
—
|
215,000
|
Principal Executive Officer (1)
|
|
2016
|
175,000
|
—
|
—
|
175,000
|
Peter A. Kaouris
|
|
2017
|
99,792
(4)
|
—
|
—
|
99,792
|
Chief Accounting Officer (3)
|
|
|
|
|
|
|
(1)
Mr.
Goldmann
currently serves as our
Principal Executive Officer since, and previously served as our
Chief Financial Officer from May 18, 2017 to August 8, 2017, and
a
s our Chief Administrative and Accounting Officer from
October 5, 2015 to May 18, 2017.
(2)
On
May 12, 2017, the Board of Directors, in their discretion, approved
an award of a cash bonus to Mr. Goldmann in the amount of
$40,000.
(3)
Mr.
Kaouris was appointed as Chief Accounting Officer, effective May
22, 2017.
(4)
The
salary information provided reflects the pro-rated portion of Mr.
Kaouris’ $162,500 annual salary paid to him in
2017.
Overview
The
Compensation Committee of the Board of Directors is responsible for
determining and administering the Company
’
s compensation policies for the
compensation of the Company
’
s executive officers. The
Compensation Committee annually evaluates individual and corporate
performance from both a short-term and long-term perspective. Our
Compensation Committee considers the nature of each
executive
’
s work and
responsibilities, unusual accomplishments or achievements on the
Company
’
s behalf, years
of service, the executive
’
s total compensation and the
Company
’
s financial
condition generally.
Base Salary
The
primary component of short-term compensation of our named executive
officers has historically been base salary. The base salary
established for each of our named executive officers is intended to
represent each individual
’
s job duties and responsibilities,
experience, and other discretionary factors deemed relevant by our
Compensation Committee. Base salary is also designed to provide our
named executive officers with a steady cash flow during the course
of the fiscal year that is not contingent on short-term variations
in our corporate performance.
Base
salaries are reviewed from time to time by our Compensation
Committee and may be recommended for adjustment based on the
results of this review. The Compensation Committee determines
whether to increase the base salaries of any of our named executive
officers based upon its assessment of each named executive
officer
’
s performance.
The current annual base salary for Mr. Goldmann is $175,000 and Mr.
Kaouris is $162,500.
Bonus
The
Company may also award discretionary cash bonuses to its named
executive officers from time to time. In May 2017, based on a
consideration of relevant factors, the Board of Directors awarded
Mr. Goldmann a cash bonus of $40,000.
Equity Incentive Plans & Outstanding Equity Awards at 2017
Fiscal Year End
In connection with the reorganization that was consummated on April
9, 2013, at which time we became the successor entity to Motricity,
we assumed all stock-based benefits plans of Motricity, including
the 1999 Stock Option Plan of Motricity, Inc., the Amended and
Restated 2004 Stock Incentive Plan of Motricity, Inc. and the
Motricity, Inc. 2010 Long-Term Incentive Plan, as amended and
restated. At the effective time of the reorganization, each
outstanding option to purchase shares of Motricity common stock
became exercisable for the same number of shares of Voltari Common
Stock, with no changes in the option exercise price or other terms
and conditions of such options.
We did not grant any awards under the 2010 LTIP in 2017 or 2016.
Further, there were no outstanding equity awards as of December 31,
2017. On April 19, 2018, the Board of Directors terminated the
equity incentive plans of the Company.
Severance and Change of Control Benefits
No
executive officers of the Company are currently eligible for any
change in control or severance benefits.
Tax and Accounting Considerations
Section
162(m) of the Internal Revenue Code of 1986, as amended (the
“
Code
”
), denies a federal income tax
deduction for certain compensation in excess of $1 million per year
paid to certain individuals of a publicly-traded corporation,
unless such compensation is paid pursuant to one of the enumerated
exceptions set forth in Section 162(m), as applicable. On December
22, 2017 the U.S. government enacted comprehensive tax legislation
commonly referred to as the Tax Cuts and Jobs Act (the “Tax
Act”). The Tax Act also established new tax laws that will
affect 2018, including imposing limitations on the deductibility of
certain executive compensation under 162(m). The
Compensation Committee
’
s
policy is to qualify compensation paid to named executive officers
for deductibility for federal income tax purposes to the extent
feasible. However, to retain highly skilled executives and remain
competitive with other employers, the Compensation Committee has
the right to authorize compensation that would not otherwise be
deductible under Section 162(m) of the Code or otherwise when it
considers it in our best interests to do so.
The
Compensation Committee considers the manner in which Section 409A
of the Code affects deferred compensation opportunities that we
offer to our employees. Section 409A of the Code requires, among
other things, that
“
non-qualified deferred
compensation
”
be
structured in a way that limits employees
’
ability to accelerate or further
defer certain kinds of deferred compensation. We intend to operate
our existing compensation arrangements that are covered by Section
409A of the Code in accordance with the applicable rules
thereunder, and we will continue to review and amend our
compensation arrangements to comply with Section 409A of the Code
to the extent deemed necessary by the Compensation
Committee.
The
Compensation Committee does not believe that tax gross-ups, other
than with respect to relocation expenses and other similar
perquisites which necessitate a gross-up in order to make the
executive whole from a tax perspective, paid by companies to their
named executive officers are in the best interests of stockholders.
As a result, the Compensation Committee will not approve any
employment agreement or compensation plan that provides our named
executive officers with a gross-up for federal and/or state income
taxes that may arise under either Section 409A of the Code or the
golden parachute excise tax rules of Section 280G of the
Code.
Retirement Benefits & Non-qualified Deferred
Compensation
Through the 2015 fiscal year, we sponsored a 401(k) plan, which is
a qualified retirement plan offered to all eligible employees,
including our named executive officers, that permits eligible
employees to elect to defer a portion of their compensation on a
pre-tax basis and provides for employer matching contributions.
Employee and employer contributions to the 401(k) plan were
discontinued in January 2016 and the plan was terminated effective
as of April 30, 2016
. We received a favorable
determination letter from the Internal Revenue Service on December
20, 2017. We are in the process of commencing the liquidation of
the plan.
Employment Agreements
We currently do not have any employment agreements with any of our
named executive officers, each of which is an employee at-will. Our
employment offer letters with our named executive officers are
described below.
Kenneth Goldmann
. On September 23, 2015, we entered into an
employment offer letter with Mr. Goldmann, (the
“
Goldmann Offer Letter
”
), pursuant to which Mr. Goldmann
commenced serving as our Chief Administrative and Accounting
Officer on October 5, 2015. Under the terms of the Goldmann Offer
Letter, Mr. Goldmann is entitled to an annual base salary of
$175,000. Mr. Goldmann is subject to certain non-disclosure,
non-competition and non-solicitation covenants.
Peter Kaouris.
On May 12, 2017,
we entered into an employment offer letter with Mr. Kaouris
(“Kaouris Offer Letter”), pursuant to which Mr. Kaouris
commenced serving as our Chief Accounting Officer on May 22,
2017.
Under the terms of the Kaouris Offer Letter, Mr.
Kaouris was entitled to an annual base salary of $162,500. Mr.
Kaouris is subject to certain non-disclosure, confidentiality and
non-disparagement covenants.
Director Compensation
To
date, we have provided cash compensation to non-employee directors
for their services as directors or members of committees of the
Board of Directors. We have reimbursed and will continue to
reimburse such non-employee directors for their reasonable expenses
incurred in attending meetings of our Board of Directors and
committees of the Board of Directors.
Our
Board members receive annual cash compensation in the amount of
$10,000, paid quarterly, for their service on the Board. Additional
compensation is payable to (i) the Chairperson of the Audit
Committee of $5,000 annually, payable quarterly, and (ii) to the
Chairperson of the Board of $5,000 annually, payable quarterly. The
Chairpersons of the Nominating and Governance Committee and the
Compensation Committee do not receive any additional compensation.
Mr. Latawa, as a director affiliated with Mr. Carl C. Icahn, the
Company’s majority stockholder, agreed that he would not
receive any compensation for his service on the Board.
Below
is a summary table of what our 2017 non-employee Board members
received through December 31, 2017.
Name
|
Fees Earned or Paid in Cash ($)
|
|
Peter K.
Shea
|
15,000
|
15,000
|
Jaffrey A.
Firestone
|
15,000
|
15,000
|
Kevin
Lewis
|
10,000
|
10,000
|
Sachin
Latawa
|
---
|
---
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The
following tables set forth, as of April 18, 2018, certain
information regarding the ownership of our common stock, by (1)
each person known to us to beneficially own 5.0% or more of Common
Stock; (2) each of our named executive officers and directors and
(4) all of our executive officers and directors, as a group. This
information is based upon information received from or on behalf of
the named individuals or from publicly available information and
filings with the SEC by or on behalf of those persons.
Beneficial
ownership, which is determined in accordance with the rules and
regulations of the SEC, means the sole or shared power to vote or
direct the voting or to dispose or direct the disposition of our
Common Stock. The percentage of our Common Stock beneficially owned
by a person or entity assumes that the person or entity has
exercised all options and warrants and converted all convertible
securities, the person or entity holds that are exercisable or
convertible within 60 days of April 18, 2018, and that no other
person or entity exercised any of their options or warrants or
converted any of their convertible securities. Except as otherwise
indicated below or in cases where community property laws apply, to
our knowledge, the persons and entities named in the table possess
sole voting and investment power over all shares of common stock
shown as beneficially owned by the person or entity. The percentage
of shares beneficially owned is based upon 8,994,814 shares of
Common Stock outstanding as of April 18, 2018.
Name
|
Amount and Nature of Beneficial
Ownership
|
|
Entities affiliated
with Carl C. Icahn (1)
|
4,739,620
|
52.7
%
|
c/o Icahn
Associates Corp.
767 Fifth Avenue,
46
th
Floor
New York, NY
10153
|
|
|
Directors and Executive Officers:
|
|
|
Jaffrey (Jay) A.
Firestone
|
14,351
|
*
|
Peter K.
Shea
|
—
|
—
|
Kevin
Lewis
|
8,503
|
*
|
Sachin
Latawa
|
—
|
—
|
Kenneth
Goldmann
|
—
|
—
|
|
—
|
—
|
All directors and
executive officers as a group (6 persons)
|
22,854
|
—
|
* Less
than one percent of the outstanding shares of our common
stock
(1)
Information in
the table and this footnote is based upon information contained in
a Schedule 13D/A filed with the SEC on December 18, 2017 by Mr.
Carl C. Icahn and includes 4,739,620 shares of Common
Stock.
Securities Authorized for Issuance Under Equity Compensation
Plans
The
following table discloses the securities authorized for issuance
under the Company
’
s
equity compensation plan as of December 31, 2017.
|
Number of securities to be issued upon exercise of outstanding
options, warrants and rights (1)
|
Weighted-average exercise price of outstanding options, warrants
and rights
|
Number of securities remaining available for future issuance under
equity compensation plans (excluding securities reflected in column
(a))
|
|
|
|
|
Equity compensation
plan approved by security holders
|
—
|
—
|
445,589
|
Equity compensation
plan not approved by security holders
|
—
|
—
|
—
|
Total
|
—
|
—
|
445,589
|
On
April 19, 2018, the Board of Directors terminated the equity
compensation plans of the Company.
Certain Relationships and Related Transactions.
Term Loan
On
August 7, 2015, we, as borrower, and Koala Holdings LP, as lender,
an affiliate of Mr. Carl C. Icahn, the Company’s controlling
stockholder ("Koala"), entered into a $10 million revolving loan
facility (the “Prior Revolving Note") at a rate equal to the
greater of the LIBOR rate plus 350 basis points, per annum, and
3.75%, per annum, plus a fee of 0.25% per annum on undrawn amounts.
The Company sought and received the Prior Revolving Note to, in
part, allay potential concerns regarding the Company’s
ability to invest in and execute its transformation plan while
retaining cash levels sufficient to fund its ongoing operations.
There were no limitations on the use of proceeds under the Prior
Revolving Note. As collateral for the Prior Note, we pledged and
granted to Koala a lien on our limited liability company interest
in Voltari Real Estate Holding LLC.
On
March 29, 2017, we (as borrower) and Koala, as lender, entered into
a revolving note (the “Amended Note”), which amended
and restated the Prior Revolving Note. Pursuant to the Amended
Note, Koala made available to the Company a revolving loan facility
of up to $30 million in aggregate principal amount (the
“Commitment”). The Company may, by written notice to
Koala, request that the Commitment be increased (the
“Increased Commitment”), provided that the aggregate
amount of all borrowings, plus availability under the aggregate
Increased Commitment, shall not exceed $80 million. Koala has no
obligation to provide any Increased Commitment and may refuse to do
so in its sole discretion. Borrowings under the Amended Note will
bear interest at a rate equal to the LIBOR Rate (as defined in the
Amended Note) plus 200 basis points, per annum, subject to a
maximum rate of interest of 3.75%, per annum. The Amended Note
matures on the earliest of (i) December 31, 2020, (ii) the date on
which any financing transaction, whether debt or equity, is
consummated by the Company (or its successors and assigns) with net
proceeds in an amount equal to or greater than $30 million, and
(iii) at the Company’s option, a date selected by the Company
that is earlier than December 31, 2020 (the “Maturity
Date”). The Amended Note also allows the Company to, upon
written notice to Koala not more than 60 days and not less than 30
days prior to the Maturity Date, request that Koala extend the
Maturity Date to December 31, 2022. Koala may, in its sole
discretion, agree to extend the Maturity Date by providing written
notice to the Company on or before the date that is 20 days prior
to the Maturity Date. If an event of default exists, the Amended
Note will bear interest at a default rate equal to the greater of
the LIBOR Rate plus 300 basis points, per annum, and 4.5%, per
annum. Subject to the terms and conditions of the Amended Note, the
Company may repay all or any portion of the amounts outstanding
under the Amended Note at any time without premium or penalty. The
amounts available under the Commitment or Increased Commitment, as
the case may be, will increase and decrease in direct proportion to
repayments and reborrowings under the Amended Note, respectively,
from time to time. As collateral for the Amended Note, the Company
has pledged and granted to Koala a lien on the Company’s
limited liability company interest in Voltari Real Estate Holding
LLC.
Koala
is beneficially owned by Carl C. Icahn, who, as of April 18, 2018,
beneficially owned approximately 52.7% of the Company
’
s outstanding shares of Common Stock
and approximately 98.0% of our Series J preferred stock. In
connection with the negotiation of the structure and terms of the
Amended Note, the Board of Directors, which consists entirely of
independent directors, retained and received advice from its own
legal counsel as well as an independent financial advisor. The
Board of Directors received an opinion from its independent
financial advisor that the financial terms of the Amended Note are
fair, from a financial point of view, to the Company. The Board of
Directors approved the terms and conditions of, and the
Company’s entry into, the Amended Note.
As of
December 31, 2017, borrowings under the Amended Note totaled $5.5
million. The outstanding balance, including accumulated interest of
$0.3 million, totaled $5.8 million as of December 31, 2017. As of
April 23, 2018, the outstanding balance, including accumulated
interest of $0.4 million, totaled $23.4 million, which includes
borrowings of $16.8 million in connection with the consummation of
our acquisition of a real estate property in Columbia, South
Carolina on April 23, 2018.
Corporate Opportunities Waiver
In
order to address potential conflicts of interest between us and the
funds affiliated with New Enterprise Associates, Inc. and TCV V
L.P., and Koala, and any person or entity affiliated with these
investors (each, an
“
Exempted Investor
”
), our Amended and Restated
Certificate of Incorporation contains provisions regulating and
defining the conduct of our affairs as they may involve each
Exempted Investor and its officers, directors or employees, and our
powers, rights, duties and liabilities and those of our officers,
directors and stockholders in connection with our relationship with
each such investor.
Our
Amended and Restated Certificate of Incorporation provides that no
Exempted Investor is under any duty to present any corporate
opportunity to us which may be a corporate opportunity for such
Exempted Investor or any officer, director or employee thereof and
us and each Exempted Investor or any officer, director or employee
thereof will not be liable to us or our stockholders for breach of
any fiduciary duty as our stockholder or director by reason of the
fact that such Exempted Investor pursues or acquires that corporate
opportunity for itself, directs that corporate opportunity to
another person or does not present that corporate opportunity to
us. For purposes of our Amended and Restated Certificate of
Incorporation,
“
corporate
opportunities
”
include
business opportunities that we are financially able to undertake,
that are, from their nature, in our line of business, are of
practical advantage to us and are ones in which we have an interest
or a reasonable expectancy, and in which, by embracing the
opportunities, the self-interest of each Exempted Investor or its
officers or directors will be brought into conflict with our
self-interest. Any person purchasing or otherwise acquiring any
interest in any shares of our capital stock will be deemed to have
consented to these provisions of our amended and restated
certificate of incorporation.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section
16(a) of the Exchange Act requires our directors and executive
officers, and persons who own more than 10% of a registered class
of our equity securities, to file with the SEC initial reports of
ownership and reports of changes in ownership of our Common Stock
and other of our equity securities. Specific due dates for these
reports have been established, and we are required to disclose any
failure to file by these dates during fiscal year 2017. Our
officers, directors and greater than 10% stockholders are required
by the SEC regulations to furnish us with copies of all Section
16(a) forms they file.
To our
knowledge, based solely on a review of the copies of such reports
furnished to us and representations that no other reports were
required during the fiscal year 2017, all Section 16(a) filing
requirements applicable to our officers, directors and greater than
10% beneficial owners were complied with.
PROPOSAL 2
NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE
COMPANY’S NAMED EXECUTIVE OFFICERS
As
required by Section 14A of the Securities Exchange Act of 1934, as
amended, and the related rules of the SEC, the Company is providing
its stockholders with the opportunity to cast a non-binding,
advisory vote to approve the compensation of the
Company
’
s named executive
officers, as disclosed in the section titled
“
Executive Compensation
”
(beginning on page 10), the compensation tables
(beginning on page 10), and any related information
contained in this proxy statement under
“
Executive Compensation.
”
The
Board of Directors believes that the Company
’
s compensation policies and
procedures are centered on a pay-for-performance culture and are
strongly aligned with the long-term interests of stockholders. You
are urged to read the
“
Executive Compensation
”
section of this proxy statement for
additional details on the Company
’
s executive compensation, including
the 2017 compensation of the named executive officers.
At our
2017 annual meeting of stockholders held on June 20, 2017,
stockholders cast an advisory vote on the compensation of our named
executive officers. More than 96% of the votes cast on the
so-called
“
say-on-pay
”
proposal were in favor of our
compensation of the Company
’
s named executive officers. The
Board of Directors and its Compensation Committee reviewed the
final vote results, and we did not make any changes to our
executive compensation program as a direct result of the
vote.
The
Company believes that the information regarding named executive
officer compensation as disclosed within the
“
Executive Compensation
”
section of this proxy statement
demonstrates that the Company
’
s executive compensation program was
designed appropriately and structured to ensure a strong alignment
with the long-term interests of the Company
’
s stockholders. We are asking our
stockholders to indicate their support for our named executive
officer compensation as described in this proxy statement. This
“
say-on-pay
”
proposal gives Voltari
’
s stockholders the opportunity to
express their view on the compensation of the Company
’
s named executive officers. This
vote is not intended to address any specific item of compensation,
but rather the overall approach to the compensation of the
Company
’
s named executive
officers, as described in this proxy statement. Accordingly, the
Company will ask the Company
’
s stockholders to vote
“
FOR
”
the following
resolution:
“RESOLVED, that the compensation paid to the Company’s
named executive officers as disclosed in this proxy statement under
“Executive Compensation” pursuant to Item 402 of
Regulation S-K, including the compensation tables and narrative
discussion, is hereby APPROVED.”
Vote Required
Approval
of this proposal requires the affirmative vote of a majority of
shares present, in person or represented by proxy, and voting on
this proposal at our Annual Meeting. Abstentions and broker
“
non-votes
”
will not have any effect on this
proposal. If no voting instructions are given, the accompanying
proxy will be voted for this Proposal 2.
Your
vote will not directly affect or otherwise limit any existing
compensation or award arrangement of any of our named executive
officers. Because your vote is advisory, it will not be binding
upon the Company, the Compensation Committee or our Board of
Directors. Our Board of Directors and the Compensation Committee
will, however, take into account the outcome of the say-on-pay vote
when considering future compensation arrangements.
Recommendation of the Board
OUR BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT YOU VOTE
“FOR”
THE APPROVAL OF THIS
RESOLUTION.
PROPOSAL 3
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The
Board of Directors, upon the recommendation of the Audit Committee,
has appointed Grant Thornton as our independent registered public
accounting firm for the fiscal year ending December 31, 2018 and
has further directed that management submit the appointment of the
independent registered public accounting firm for ratification by
the stockholders at the Annual Meeting.
Our
Audit Committee Charter requires stockholder ratification of the
appointment of Grant Thornton as our independent registered public
accounting firm for the fiscal year ending December 31, 2018 and
therefore a proposal to ratify the appointment of Grant Thornton
will be presented at the Annual Meeting. If the stockholders fail
to ratify the appointment, the Audit Committee will reconsider its
selection of that firm.
A
representative of Grant Thornton is expected to be present, in
person or telephonically, at the Annual Meeting, and he or she will
have an opportunity to make a statement if he or she desires. The
representative will also be available to respond to appropriate
questions.
Vote Required
The
affirmative vote of a majority of shares present, in person or
represented by proxy, and voting on this proposal at our Annual
Meeting is required to ratify the appointment of Grant Thornton as
our independent registered public accounting firm. Abstentions and
broker
“
non-votes
”
will not have any effect on the
proposal to ratify the appointment of Grant Thornton. If the
stockholders do not ratify the appointment of Grant Thornton, the
Audit Committee will review the Company
’
s relationship with Grant Thornton
and take such action as it deems appropriate, which may include
continuing to retain Grant Thornton as the Company
’
s independent registered public
accounting firm.
Recommendation of the Board
OUR BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT YOU VOTE
“FOR”
THE RATIFICATION OF THE APPOINTMENT OF
GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
2018.
Independent Registered Public Accounting Firm Fees
The
following is a summary of the fees billed to us by Grant Thornton
LLP for professional services rendered for the fiscal years ended
December 31, 2017 and December 31, 2016:
Fee Category
|
|
|
Audit
Fees
|
$
107,500
|
$
163,095
|
Audit-Related
Fees
|
$
—
|
$
—
|
Tax
Fees
|
$
—
|
$
—
|
All Other
Fees
|
$
—
|
$
—
|
Total
Fees
|
$
107,500
|
$
163,095
|
Audit Fees.
During the years ended December 31, 2017 and
2016, we incurred fees and related expenses for professional
services rendered by Grant Thornton relating to the audit and
review of the financial statements of the respective years totaling
approximately $0.1 million and $0.2 million, respectively.
“
Audit Fees
”
included fees for professional
services and expenses relating to the reviews of our quarterly
financial statements and our Quarterly Reports on Form 10-Q for
each of the quarters ended March 31, June 30, and September 30,
2017 and 2016.
“
Audit
Fees
”
for years ended
December 31, 2017 and 2016 also include fees relating to the
procedures relating to the Company’s registration
statements.
We
incurred no audit-related fees, tax fees or other fees during the
fiscal years ended December 31, 2017 and 2016.
Pre-Approval Policies and Procedures
The
Audit Committee has adopted policies and procedures for the
pre-approval of audit and non-audit services rendered by our
independent auditor. The policy generally pre-approves specified
services in the defined categories of audit services, audit-related
services and tax services up to specified amounts. Pre-approval may
also be given as part of our Audit Committee
’
s approval of the scope of the
engagement of the independent auditor. All audit-related and tax
services for fiscal years 2017 and 2016 by Grant Thornton were
pre-approved by the Audit Committee of the Company.
The
Audit Committee has determined that the rendering of the services
by Grant Thornton, other than the audit services, is compatible
with maintaining the principal accountant
’
s independence.
Audit Committee Report
In
connection with the issuance of the Company
’
s Annual Report on Form 10-K for the
fiscal year ended December 31, 2017, the Audit
Committee:
1.
Reviewed and
discussed with management the Company
’
s audited financial
statements as of December 31, 2017 and 2016;
2.
Discussed with
Grant Thornton the matters required to be discussed by the Auditing
Standards Board Statement of Auditing Standards (SAS) No. 61, as
amended; and
3.
Requested and
obtained from Grant Thornton the written disclosures and the letter
required by applicable requirements of the Public Company
Accounting Oversight Board regarding Grant Thornton
’
s communications with the
audit committee concerning independence, and has discussed with
Grant Thornton its independence.
Based
on the review and discussions referred to in paragraphs numbered
(1)-(3) above, the Audit Committee recommended to our Board of
Directors that the audited financial statements as of December 31,
2017 and 2016 be included in the Company
’
s Annual Report on Form 10-K for the
fiscal year ended December 31, 2017, for filing with the
SEC.
|
Respectfully
Submitted by the Audit Committee:
|
|
|
|
Jay A.
Firestone, Chairperson
|
|
|
|
Peter
K. Shea
|
|
|
|
Kevin
Lewis
|
|
PROPOSALS FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS
Pursuant
to federal securities laws, any proposal by a stockholder to be
included in the Company
’
s
proxy statement for the 2019 Annual Meeting of Stockholders (the
“
2019 Annual
Meeting
”
) must be
received at the Company
’
s
executive offices at 767 Fifth Avenue, 47th Floor, New York, NY
10153, no later than the close of business on December 24, 2018.
However, if the date of the 2018 Annual Meeting is more than thirty
days before or after June 14, 2018, then the deadline for
submitting any such stockholder proposal for inclusion in the proxy
materials relating to the 2019 Annual Meeting shall be a reasonable
time before we begin to print or mail such proxy materials.
Proposals should be sent to the attention of the Corporate
Secretary.
If you
intend to present a proposal at the 2019 Annual Meeting, or if you
want to nominate one or more directors but will not seek to include
such proposal or nomination in our proxy statement for that
meeting, you must give timely notice thereof in writing to the
Nominating Committee at 767 Fifth Avenue, 47th Floor, New York, NY
10153 no later than the close of business on March 15, 2019 and no
earlier than the close of business on February 14, 2019 at the
address above. Pursuant to the Company
’
s Bylaws, in order for business to
be properly brought before an annual meeting of stockholders by a
stockholder, the stockholder must give written notice of such
stockholder
’
s intent to
bring a matter before the annual meeting no later than ninety (90)
days prior to the first anniversary of the preceding
year
’
s annual meeting and
no earlier than one hundred twenty (120) days prior to the first
anniversary of the preceding year
’
s annual meeting; provided, however,
that if the annual meeting is convened more than thirty days prior
to or delayed by more than thirty days after such anniversary date,
or if no annual meeting was held in the preceding year, notice must
be received no later than the close of business on the later of the
90th day prior to the meeting or the 15th day following the day on
which public announcement of the date of such meeting is
made.
You may
contact our Principal Executive Officer at our principal executive
offices for a copy of the relevant Bylaw provisions regarding the
requirements for making stockholder proposals and nominating
director candidates.
GENERAL
Report of the Audit Committee
The
information set forth in this proxy statement under the caption
“
Audit Committee
Report
”
shall not be
deemed to be (i) incorporated by reference into any filing by the
Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent
that in any such filing the Company expressly incorporates such
information by reference, or (ii)
“
soliciting material
”
or
“
filed
”
with the SEC.
Stockholders Sharing an Address
Only
one Notice, and if applicable, a single set of our proxy materials,
is being delivered to multiple stockholders sharing an address,
unless we have received contrary instructions from one or more of
the stockholders. We will undertake to deliver promptly upon
written or oral request a separate copy of the proxy statement to a
stockholder at a shared address to which a single copy of the proxy
statement was delivered. You may make a written or oral request by
sending a written notification to the Chief Administrative and
Accounting Officer, Voltari Corporation, 767 Fifth Avenue, 47th
Floor, New York, NY 10153, stating your name, your shared address
and the address to which we should direct the additional copy. If
multiple stockholders sharing an address have received one copy of
these materials and would prefer us to mail each stockholder a
separate copy of future mailings, you may send notification to or
call our executive office. Additionally, if current stockholders
with a shared address received multiple copies of these materials
and would prefer us to mail one copy of future mailings to
stockholders at the shared address, notification of that request
may also be made by mail or telephone call to our executive
office.
|
By
Order of the Board of Directors
|
|
Peter K.
Shea
|
|
Chairman
of the Board of Directors
|
April
24, 2018
AVAILABLE INFORMATION
A copy of the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2017 filed with the SEC on March 23,
2018, including the financial statements and the financial
statement schedules thereto, is included with the Annual Report
made available to each shareholder in accordance with the
instructions provided in the Notice mailed to each stockholder.
Stockholders may obtain without charge a copy of the Form 10-K upon
written request to: Voltari Corporation, c/o Principal Executive
Officer, 767 Fifth Avenue, 47th Floor, New York, NY
10153.