UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
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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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[X]
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Definitive Proxy
Statement
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[ ]
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Definitive Additional
Materials
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[ ]
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Soliciting Material
Pursuant to §240.14a-12
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MAMAMANCINI’S
HOLDINGS, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No fee required.
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[ ]
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class
of securities to which transaction applies:
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(2)
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Aggregate number
of securities to which transaction applies:
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(3)
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Per unit price or
other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum
aggregate value of transaction:
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(5)
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Total fee paid:
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[ ]
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Fee paid previously
with preliminary materials.
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Check box if any
part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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(1)
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Amount Previously
Paid:
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(2)
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Form, Schedule or
Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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MAMAMANCINI’S
HOLDINGS, INC.
25
Branca Road
East
Rutherford, New Jersey 07073 (201) 531-1212
NOTICE
OF ANNUAL
MEETING
OF SHAREHOLDERS TO BE
HELD
JUNE 16, 2020
TO
OUR SHAREHOLDERS:
You
are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of MamaMancini’s Holdings,
Inc., a Nevada corporation (together with its subsidiaries, “Company”, “MamaMancini’s”, “we”,
“us” or “our”), which will be held on June 16, 2020, at 12:00 Noon at 355 Murray Hill Parkway, East Rutherford,
NJ 07073 for the following purposes:
1.
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To elect six (6)
directors to hold office for a one-year term and until each of their successors are elected and qualified.
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2.
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To ratify the appointment
of Rosenberg Rich Baker Berman and Company, Certified Public Accountants, as our independent registered public accounting
firm for the fiscal year ending January 31, 2021; and
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3.
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To transact such
other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.
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A
copy of the Annual Report of the Company’s operations during the fiscal year ended January 31, 2020 is available on request
or at www.sec.gov.
The
Board of Directors has fixed the close of business on May 20, 2020, as the record date for the determination of shareholders entitled
to receive notice of and to vote at the Annual Meeting of Shareholders and any adjournment or postponement thereof. A complete
list of shareholders entitled to vote at the Annual Meeting will be available for inspection for ten days prior to the Annual
Meeting at the Offices of the Company located at 25 Branca Road, East Rutherford, New Jersey 07073.
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By Order of the Board of
Directors
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/s/
Carl Wolf
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Carl Wolf
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CEO and Chairman of the Board
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May 28, 2020
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East Rutherford, New Jersey
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MamaMancini’s
Holdings, Inc.
25
Branca Road, East Rutherford, NJ 07073
ANNUAL
MEETING OF THE SHAREHOLDERS
PROXY
STATEMENT
This
Proxy Statement is being delivered to the holders of shares of the common stock of MamaMancini’s Holdings, Inc., a Nevada
corporation (the “Company”) in connection with the solicitation of proxies by our Board of Directors (the “Board”)
for use at the 2020 Annual Meeting of the Shareholders of the Company to be held at 12:00 p.m., Eastern Time on June 16, 2020
(the “Annual Meeting”). The Annual Meeting will be an audio call meeting to be held as a listen-only conference call
followed by a question and answer session by calling 877-407-3088 (Toll Free). There will not be a physical meeting location.
If you encounter any technical difficulties with dialing into the listen-only conference call on the meeting day, please call
877-804-2062 (toll free) or email proxy@equitystock.com.
At
the Annual Meeting, the items of business to be voted on are:
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1.
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To elect six (6)
directors to hold office for a one-year term and until each of their successors are elected and qualified;
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2.
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To ratify the appointment
of Rosenberg Rich Baker Berman and Company, Certified Public Accountants, as our independent registered public accounting
firm for the fiscal year ending January 31, 2021; and
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3.
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To transact such
other business as may properly come before the Annual Meeting or any adjournments thereof.
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General
Information
How
to access the proxy materials over the Internet
The
Notice and Proxy Card or Voting Instruction Card included with the Proxy Materials will contain instructions on how to view the
proxy materials on the Internet. Electronic copies of this Proxy Statement are available at www.mamamacinis.vote.
Who
may attend and how to attend
Our
Board has fixed the close of business on May 20, 2020 as the record date for a determination of shareholders entitled to notice
of, and to vote at, the Annual Meeting or any adjournment or postponement thereof (the “Record Date”). Each share
of common stock represents one vote to be voted on each matter presented at the Annual Meeting. Record holders and beneficial
owners may attend the Annual Meeting (via phone call). Set forth below is a summary of the information you need to attend the
Annual Meeting:
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Access an audio-only
operator assisted conference call by calling 877-407-3088 (Toll Free) or +1 877-407-3088 (International).
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Instructions on
how to attend and participate in the Annual Meeting, including how to demonstrate proof of stock ownership, are also available
as follows:
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Stockholders
of Record
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Stockholders of record as of the Record Date
can attend the Annual Meeting by accessing the live audio conference call at +1-877-407-3088 and presenting the name under
which the shares are registered and the unique 12-digit control number, both of which can be found on your proxy card.
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Beneficial
Owners
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If you were a beneficial
owner of record as of the Record Date (i.e., you held your shares in an account at a brokerage firm, bank or other similar
agent), you will need to obtain a legal proxy from your broker, bank or other agent. Once you have received a legal proxy
from your broker, bank or other agent, it should be emailed to our transfer agent, Equity Stock Transfer, at proxy@equitystock.com,
and should be labeled “Legal Proxy” in the subject line. Please include proof from your broker, bank or other
agent of your legal proxy (e.g., a forwarded email from your broker, bank or other agent with your legal proxy attached, or
an image of your legal proxy attached to your email). Requests for registration must be received by Equity Stock Transfer
no later than 5:00 p.m. Eastern Time, on June 12, 2020. You will then receive a confirmation of your registration, with a
control number, by email from Equity Stock Transfer. At the time of the Annual Meeting, access the live audio conference call
at +1-877-407-3088 and present your unique 12-digit control number.
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Shareholders may
submit live questions on the conference line while attending the Annual Meeting.
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What
if I have technical difficulties or trouble accessing the audio call Annual Meeting?
We
will have technicians ready to assist you with any technical difficulties you may have in accessing the Annual Meeting. If you
encounter any difficulties, please call: 877-804-2062 (Toll Free) or email proxy@equitystock.com.
How
to participate in and vote at the meeting
If
you are a shareholder of record, you can participate and vote your shares in the Annual Meeting by visiting www.mamamancinis.vote,
clicking “vote your proxy” and entering the 12-digit control number included on your on your Proxy Card.
If
you are a beneficial owner of shares held in street name, you can participate and vote at the meeting by obtaining a legal proxy
from your nominee and emailing a copy to proxy@equitystock.com no later than 5:00 p.m. Eastern Time, June 12, 2020. You
will be able to vote your shares at the meeting by going to www.mamamancinis.vote, clicking “vote your proxy”
and entering the same control number used to enter the meeting.
Even
if you plan to attend the Annual Meeting, we recommend that you also vote by proxy as described below so that your vote will be
counted if you later decide not to participate in the Annual Meeting.
How
to vote without participating in the meeting
Shareholders
of record may vote without participating in the Annual Meeting by any of the following means:
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1.
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By
Internet. The website address for Internet voting is www.mamamancinis.vote.
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2.
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By
Email. Mark, date, sign and email the enclosed Proxy Card to proxy@equitystock.com.
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By mail.
Mark, date, sign and mail promptly the enclosed Proxy Card (a self-addressed envelope is provided for your convenience for
mailing in the United States).
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By Fax. Mark,
date, sign and fax the enclosed Proxy Card to 646-201-9006
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If
you vote by Internet, fax, or email, please do not mail your Proxy Card.
Because
of possible delays with the mails we recommend you use the Internet or telephone to vote.
If
you are a beneficial owner of shares held in street name, you must email to proxy@equitystock.com a legal proxy from your nominee
authorizing you to vote your shares at least 2 business days prior to the Annual Meeting. Once submitted, you will receive a control
number enabling you to vote your shares by any of the means set forth above.
YOUR
VOTE IS IMPORTANT
WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, TO ASSURE THAT YOUR SHARES WILL BE REPRESENTED, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN IF YOU HAVE PREVIOUSLY SENT
IN YOUR PROXY.
TABLE
OF CONTENTS
MAMAMANCINI’S
HOLDINGS, INC.
25
Branca Road
East
Rutherford, New Jersey 07073
PROXY
STATEMENT
ANNUAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON JUNE 16, 2020
GENERAL
INFORMATION ABOUT THE PROXY STATEMENT AND ANNUAL MEETING
General
This
Proxy Statement is being furnished to the shareholders of MamaMancini’s Holdings, Inc. (together with its subsidiaries,
“Company”, “MamaMancini’s”, “we”, “us” or “our”) in connection
with the solicitation of proxies by our Board of Directors (the “Board of Directors” or the “Board”) for
use at the Annual Meeting of Shareholders to be held at 355 Murray Hill Parkway, East Rutherford, NJ 07073 on June 16, 2020, and
at any and all adjournments or postponements thereof (the “Annual Meeting”) for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders. Accompanying this Proxy Statement is a proxy/voting instruction form (the “Proxy”)
for the Annual Meeting, which you may use to indicate your vote as to the proposals described in this Proxy Statement. It is contemplated
that this Proxy Statement and the accompanying form of Proxy will be first mailed to MamaMancini’s shareholders on or about
May 29, 2020.
The
Company will solicit shareholders by mail through its regular employees and will request banks and brokers and other custodians,
nominees and fiduciaries, to solicit their customers who have stock of the Company registered in the names of such persons and
will reimburse them for reasonable, out-of-pocket costs. In addition, the Company may use the service of its officers and directors
to solicit proxies, personally or by telephone, without additional compensation.
Voting
Securities
Only
shareholders of record as of the close of business on May 20, 2020 (the “Record Date”) will be entitled to vote at
the Annual Meeting and any adjournment or postponement thereof. As of the Record Date, there were approximately 32,027,949 shares
of common stock of the Company, issued and outstanding and entitled to vote representing approximately 101 holders of record.
Shareholders may vote in person or by proxy. Each holder of shares of common stock is entitled to one vote for each share of stock
held on the proposals presented in this Proxy Statement. The Company’s bylaws provide that a majority of all the shares
of stock entitled to vote, whether present in person or represented by proxy, shall constitute a quorum for the transaction of
business at the Annual Meeting. The enclosed Proxy reflects the number of shares that you are entitled to vote. Shares of common
stock may not be voted cumulatively.
Voting
of Proxies
All
valid proxies received prior to the Annual Meeting will be voted. The Board of Directors recommends that you vote by proxy even
if you plan to attend the Annual Meeting. To vote by proxy, you must fill out the enclosed Proxy, sign and date it, and return
it in the enclosed postage-paid envelope. Voting by proxy will not limit your right to vote at the Annual Meeting if you attend
the Annual Meeting and vote in person. However, if your shares are held in the name of a bank, broker or other holder of record,
you must obtain a proxy executed in your favor, from the holder of record to be able to vote at the Annual Meeting.
Revocability
of Proxies
All
Proxies which are properly completed, signed and returned prior to the Annual Meeting, and which have not been revoked, will be
voted in favor of the proposals described in this Proxy Statement unless otherwise directed. A shareholder may revoke his or her
Proxy at any time before it is voted either by filing with the Secretary of the Company, at its principal executive offices located
at 25 Branca Road, East Rutherford, New Jersey 07073, a written notice of revocation or a duly-executed Proxy bearing a later
date or by attending the Annual Meeting and voting in person.
Required
Vote
Representation
at the Annual Meeting of the holders of a majority of the outstanding shares of our common stock entitled to vote, either in person
or by a properly executed Proxy, is required to constitute a quorum. Abstentions and broker non-votes, which are indications by
a broker that it does not have discretionary authority to vote on a particular matter, will be counted as “represented”
for the purpose of determining the presence or absence of a quorum. Under the Nevada Revised Statutes, once a quorum is established,
shareholder approval with respect to a particular proposal is generally obtained when the votes cast in favor of the proposal
exceed the votes cast against such proposal.
In
the election of our Board of Directors, shareholders are not allowed to cumulate their votes. Shareholders are entitled to cast
a vote for each of the openings on the Board to be filled at the Annual Meeting. The seven nominees receiving the highest vote
totals will be elected as our Board of Directors. For approval of the proposed ratification of our independent registered accountants,
the votes cast in favor of the proposal must exceed the votes cast against the proposal. Accordingly, abstentions and broker non-votes
will not affect the outcome of the election of the Board of Directors or the ratification of the independent public accountants.
Shareholders
List
For
a period of at least ten days prior to the Annual Meeting, a complete list of shareholders entitled to vote at the Annual Meeting
will be available at the principal executive offices of the Company located at 25 Branca Road, East Rutherford, New Jersey 07073
so that stockholders of record may inspect the list only for proper purposes.
Expenses
of Solicitation
The
Company will pay the cost of preparing, assembling and mailing this proxy-soliciting material, and all costs of solicitation,
including certain expenses of brokers and nominees who mail proxy material to their customers or principals.
PROPOSAL
NO. 1
ELECTION
OF SIX (6) DIRECTORS
The
Company’s Board of Directors currently consists of seven authorized directors. A total of seven directors will be elected
at the Annual Meeting to serve until the next annual shareholder meeting. The persons named as “Proxies” in the enclosed
Proxy will vote the shares represented by all valid returned proxies in accordance with the specifications of the shareholders
returning such proxies. If no choice has been specified by a shareholder, the shares will be voted FOR the nominees. If at the
time of the Annual Meeting any of the nominees named below should be unable or unwilling to serve, which event is not expected
to occur, the discretionary authority provided in the Proxy will be exercised to vote for such substitute nominee or nominees,
if any, as shall be designated by the Board of Directors. If a quorum is present and voting, the nominees for directors receiving
the highest number of votes will be elected. Abstentions and broker non-votes will have no effect on the vote.
NOMINEES
FOR ELECTION AS DIRECTOR
The
following sets forth certain information about each of the director nominees:
Carl
Wolf, age 76.
Mr.
Wolf has been our Chairman of the Board and Chief Executive Officer since February 2010. Mr. Wolf was founder, Chairman of the
Board, and Chief Executive Officer of Alpine Lace Brands, Inc. Mr. Wolf has an M.B.A. from the University of Pittsburgh and a
B.A. from Rutgers University. MamaMancini’s believes that Mr. Wolf’s contacts in the food industry and his overall
insight into our business are a valuable asset to the Company.
Matthew
Brown, age 51.
Mr.
Brown has been our Director and President since February 2010. From April 2001 until January 2012, Mr. Brown was President of
Hors D’oeuvres Unlimited. Mr. Brown has an M.B.A. from the University of Illinois and a B.A. from the University of Michigan.
MamaMancini’s believes that Mr. Brown’s work with, and insight into, the sales and marketing of products in the food
industry is a valuable asset to the Company.
Steven
Burns, age 59.
Mr.
Burns has been our Executive Viuce President since February 1, 2020 and a Director since February 2010. Mr. Burns is currently
President and Chief Executive Officer of Point Prospect, Inc., which deals with investments and services in real estate, clean
and efficient energy, food, and healthcare technology. Mr. Burns is also Chairman of the Board of Meatball Obsession, LLC. For
24 years prior to this, Mr. Burns was a senior executive at Accenture. Mr. Burns is a graduate of Boston College with a B.S. degree
in Business Management. The Company believes that Mr. Burns’ experience in management and operations will assist us.
Independent
Directors:
Alfred
D’Agostino, age 66.
Mr.
D’Agostino has been our Director since February 2010. Mr. D’Agostino currently serves as President of World Wide Sales
Inc., a perishable food broker servicing the New York/New Jersey metropolitan and Philadelphia marketplaces. Mr. D’Agostino
was Vice President of the perishable business unit at Marketing Specialists, a national food brokerage, for over five years. Mr.
D’Agostino graduated from the City College of New York, receiving a B.S. in Business Management. The Company believes that
Mr. D’Agostino’s experience in managing food brokerage and food distribution companies will assist us.
Thomas
Toto, age 65.
Mr.
Toto has been our Director since February 2010. Mr. Toto is currently Senior Business Manager of World Wide Sales Inc., a perishable
food broker servicing the New York/New Jersey metropolitan and Philadelphia marketplaces. Prior to this, Mr. Toto was a Division
President for DCI Cheese Co., an importer and distributor of cheese. Mr. Toto has an M.B.A. and a B.A. from Seton Hall University.
MamaMancini’s believes that Mr. Toto’s experience in managing food brokerage and food distribution companies will
assist us.
Dean
Janeway, age 76.
Mr.
Janeway has been our Director since 2012. Mr. Janeway retired from his more than 40-year career with Wakefern Food Corp., the
largest retailer-owned cooperative in the United States, in 2011. From 1995 until his retirement, Mr. Janeway was Wakefern’s
President and Chief Operating Officer. Mr. Janeway is a graduate of the Wharton School of Business of the University of Pennsylvania
with an M.B.A. degree, and of Rutgers University with a B.A. degree in Marketing. MamaMancini’s believes that Mr. Janeway’s
experience in corporate strategy, business development, operational oversight, and financial management will assist us.
RECOMMENDATION
OF THE BOARD OF DIRECTORS:
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEES LISTED ABOVE.
PROPOSAL
NO. 2
RATIFICATION
OF APPOINTMENT OF INDEPENDENT
REGISTERED
PUBLICACCOUNTING FIRM
The
Board of Directors has appointed Rosenberg Rich Baker Berman and Company, Certified Public Accountants (“RRBB”), as
our independent registered public accounting firm to examine the consolidated financial statements of the Company for fiscal year
ending January 31, 2021. The Board of Directors seeks an indication from shareholders of their approval or disapproval of the
appointment.
The
Board of Directors initially approved the engagement of RRBB as the Company’s new independent registered public accounting
firm on January 24, 2013 after dismissing Seale and Beers, CPAs (“Seale and Beers”). RRBB will audit our consolidated
financial statements for the fiscal year ended January 31, 2021. Representatives of RRBB are expected to attend the Annual Meeting,
will have the opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions.
Our
consolidated financial statements for the fiscal years ended January 31, 2020 and 2019 were audited by RRBB.
In
the event shareholders fail to ratify the appointment of RRBB, the Board of Directors will reconsider this appointment. Even if
the appointment is ratified, the Board of Directors, in its discretion, may direct the appointment of a different independent
registered public accounting firm at any time during the year if the Board of Directors determines that such a change would be
in the interests of the Company and its shareholders.
The
affirmative vote of the holders of a majority of the Company’s common stock represented and voting at the Annual Meeting
either in person or by proxy will be required for approval of this proposal. Neither abstentions nor broker non-votes shall have
any effect on the outcome of this vote.
RECOMMENDATION
OF THE BOARD OF DIRECTORS:
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF RRBB AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
CORPORATE
GOVERNANCE
Board
Meetings and Annual Meeting Attendance
The
Board of Directors met nine (9) times during fiscal year ended January 31, 2020. No director attended less than 80% of the meetings.
Audit
Committee
Messrs.
Thomas Toto and Steven Burns and currently serve as members of the Company’s separately designated Audit Committee, in accordance
with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with Mr. Toto acting
as its Chairman. The Board of Directors ratified the formation of its Audit Committee effective January 21, 2014.
The
function of the Audit Committee, as detailed in the Audit Committee Charter, is to provide assistance to the Board in fulfilling
its responsibility to the shareholders, potential shareholders, and investment community relating to corporate accounting, management
practices, reporting practices, and the quality and integrity of the financial reports of the Company. In so doing, it is the
responsibility of the Audit Committee to maintain free and open means of communication between the directors, the independent
auditors and Company management.
The
independent directors meet the independence standards of the NASDAQ Stock Exchange, and the SEC.
The
Board of Directors pre-approved all services provided by our independent auditors for the fiscal year ended January 31, 2020.
Compensation
Committee
Messrs.
Alfred D’Agostino and Dean Janeway currently serve as members of the Compensation Committee, with Mr. D’Agostino acting
as its Chairman. The Board of Directors formed its Compensation Committee on January 21, 2014.
The
Compensation Committee sets the overall compensation principles for the Company, subject to annual review. The Compensation Committee
may not delegate its authority. However, the Compensation Committee may retain counsel or consultants as necessary.
The
independent directors meet the independence standards of the NASDAQ Stock Exchange, the New York Stock Exchange and the SEC.
The
Compensation Committee establishes the Company’s general compensation policy and, except as prohibited by law, may take
any and all actions that the Board could take relating to compensation of directors, executive officers, employees and other parties.
The Compensation Committee’s role is to (i) evaluate the performance of the Company’s executive officers, (ii) set
compensation for directors and executive officers, (iii) make recommendations to the Board on adoption of compensation plans and
(iv) administer Company compensation plans. When evaluating potential compensation adjustments, the Compensation Committee solicits
and considers input provided by the Chief Executive Officer relating to the performance and/or contribution to the Company’s
overall performance by executive officers and other key employees.
Nominating
Committee
Mr.
Dean Janeway and Mr. Alfred D’Agostino currently serve as members of the Nominating Committee, with Mr. Janeway acting as
its Chairman. The Board of Directors formed its Nominating Committee on January 21, 2014.
The
Nominating Committee’s role is to identify and recommend candidates for positions on the Board of Directors. The Nominating
Committee’s policies are subject to annual review.
The
function of the Nominating Committee, as detailed in the Nominating Committee Charter, is to recommend to the Board the slate
of director nominees for election to the Board and to identify and recommend candidates to fill vacancies occurring between annual
shareholder meetings. The Nominating Committee has established certain broad qualifications in order to consider a proposed candidate
for election to the Board. The Nominating Committee has a strong preference for candidates with prior board experience with public
companies. The Nominating Committee will also consider such other factors as it deems appropriate to assist in developing a board
and committees that are diverse in nature and comprised of experienced and seasoned advisors. These factors include judgment,
skill, diversity (including factors such as race, gender or experience), integrity, experience with businesses and other organizations
of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent
to which the candidate would be a desirable addition to the Board and any committees of the Board.
It
is the policy of the Nominating Committee to consider candidates recommended by security holders, directors, executive officers
and other sources, including, but not limited to, third-party search firms. Security holders of the Company may submit recommendations
for candidates for the Board. Such submissions should include the name, contact information, a brief description of the candidate’s
business experience and such other information as the person submitting the recommendation believes is relevant to the evaluation
of the candidate. The Nominating Committee will review all such recommendations.
The
Nominating Committee will evaluate whether an incumbent director should be nominated for re-election to the Board or any Committee
of the Board upon expiration of such director’s term using the same factors as described above for other Board candidates.
The Nominating Committee will also take into account the incumbent director’s performance as a Board member. Failure of
any incumbent director to attend at least seventy-five percent (75%) of the Board meetings held in any year of service as a Board
member will be viewed negatively by the Nominating Committee in evaluating the performance of such director.
Code
of Ethics
The
Company has adopted a code of ethics that is applicable to our directors and officers.
Director’s
Compensation
The
following Director Compensation Table sets forth the compensation of our directors for the fiscal years ending on January 31,
2020 and January 31, 2019.
DIRECTOR
COMPENSATION TABLE
Name
and
Principal
Position (a)
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Year
(b)
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Salary
($)
(b)
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Bonus
($)
(b)
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Stock
Awards
($)
(b)
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Option
Awards ($)
(b)
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Non-Equity
Incentive Plan Compensation ($)
(b)
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All
Other Compensation ($)
(b)
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Total
($)
(b)
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Director
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2020
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$
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51,600
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$
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0
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$
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0
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$
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17,876
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$
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0
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$
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0
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$
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69,876
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Steven Burns (1)
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2019
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$
|
58,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
17,876
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
75,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
2020
|
|
$
|
10,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
17,876
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
27,876
|
|
Alfred D’Agostino (2)
|
|
2019
|
|
$
|
10,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
17,876
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
27,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
2020
|
|
$
|
10,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
17,876
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
27,876
|
|
Thomas Toto (3)
|
|
2019
|
|
$
|
10,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
17,876
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
27,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
2020
|
|
$
|
10,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
17,876
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
27,876
|
|
Dean Janeway (4)
|
|
2019
|
|
$
|
10,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
17,876
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
27,876
|
|
1.
|
Mr. Burns was appointed as a director of the
Company on January 24, 2013.
|
|
|
2.
|
Mr. D’Agostino was appointed as a director
of the Company on January 24, 2013.
|
|
|
3.
|
Mr. Toto was appointed as a director of the
Company on January 24, 2013.
|
|
|
4.
|
Mr. Janeway was appointed as a director of the
Company on January 24, 2013.
|
Directors
and Executive Officers
The
following table discloses our directors and executive officers as of May 14, 2020.
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Carl Wolf
|
|
|
76
|
|
Chief Executive Officer and
Chairman of the Board of Directors
|
|
|
|
|
|
|
Matthew Brown
|
|
|
51
|
|
President and Director
|
|
|
|
|
|
|
Larry Morgenstein
|
|
|
69
|
|
Chief Financial Officer
|
|
|
|
|
|
|
Steven Burns
|
|
|
59
|
|
Director
|
|
|
|
|
|
|
Alfred D’Agostino
|
|
|
66
|
|
Director
|
|
|
|
|
|
|
Thomas Toto
|
|
|
65
|
|
Director
|
|
|
|
|
|
|
Dean Janeway
|
|
|
76
|
|
Director
|
Executive
Officer Compensation
The
following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers
paid by us during the years ended January 31, 2020 and January 31, 2019.
SUMMARY
COMPENSATION TABLE
Name
and
Principal
Position
|
|
Year(5)
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards ($)
|
|
|
Option
Awards ($)
|
|
|
Non-Equity
Incentive Plan Compensation ($)
|
|
|
Non-Qualified
Deferred Compensation Earnings
($)
|
|
|
All
Other Compensation ($)
|
|
|
Totals
($)
|
|
Carl Wolf
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CEO/Chairman(1)
|
|
|
2020
|
|
|
$
|
190,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
190,000
|
|
|
|
|
2019
|
|
|
$
|
180,500
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
180,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matt Brown
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President(2)
|
|
|
2020
|
|
|
$
|
211,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
211,000
|
|
|
|
|
2019
|
|
|
$
|
180,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
180,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence Morgenstein
CFO(3)
|
|
|
2020
|
|
|
$
|
132,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
4,058
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
136,058
|
|
|
|
|
2019
|
|
|
$
|
130,000
|
|
|
|
|
|
|
|
|
|
|
|
28,332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
158,332
|
|
|
1.
|
Mr. Wolf was appointed
as Chief Executive Officer of the Company on January 24, 2013.
|
|
|
|
|
2.
|
Mr. Brown was appointed
as President of the Company on January 24, 2013.
|
|
|
|
|
3.
|
Mr. Morgenstein
was appointed as Chief Financial Officer on April 1, 2018. Upon appointment to this position, Mr. Morgenstein was granted
30,000 options to purchase common stock. The options had a grant date fair value of $28,332. On October 1, 2019, Mr. Morgenstein
was granted an additional 7,500 options to purchase common stock with a grant date fair value of $4,058.
|
2020
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
STOCK
AWARDS
Name
(a)
|
|
Number
of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(b)
|
|
|
Number
of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(c)
|
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
(d)
|
|
|
Option
Exercise
Price
($)
(e)
|
|
|
Option
Expiration
Date
(f)
|
|
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)
(g)
(9)
|
|
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
(h)
|
|
|
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
(i)
|
|
|
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
(j)
|
|
Carl
Wolf
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Executive Officer(1)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matthew
Brown
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven
Burns
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
Vice President; Director(3)
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.39
|
|
|
4/13/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.05
|
|
|
6/27/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.80
|
|
|
9/3/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
$
|
0.52
|
|
|
7/30/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alfred
D’Agostino
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director(4)
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.39
|
|
|
4/13/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.05
|
|
|
6/27/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.80
|
|
|
9/3/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
$
|
0.52
|
|
|
7/30/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas
Toto
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director(5)
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.39
|
|
|
4/13/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.05
|
|
|
6/27/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.80
|
|
|
9/3/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
$
|
0.52
|
|
|
7/30/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dean
Janeway
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director(6)
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.39
|
|
|
4/13/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.05
|
|
|
6/27/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.80
|
|
|
9/3/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
$
|
0.52
|
|
|
7/30/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence
Morgenstein(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Financial Officer
|
|
|
7,500
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.733
|
|
|
9/30/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
2,500
|
|
|
|
0
|
|
|
$
|
0.749
|
|
|
4/1/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500
|
|
|
|
5,000
|
|
|
|
0
|
|
|
$
|
0.70
|
|
|
10/1/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brent
Smith(8)
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.38
|
|
|
11/2/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chris
Styler(8)
|
|
|
18,000
|
|
|
|
-
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.38
|
|
|
11/2/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dan
Mancini (Dougherty)(8)
|
|
|
18,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
$
|
0.52
|
|
|
7/30/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emma
Rosario(8)
|
|
|
3,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.38
|
|
|
11/2/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric
Felice(8)
|
|
|
12,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.38
|
|
|
11/2/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joe
Smith(8)
|
|
|
18,000
|
|
|
|
-
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.38
|
|
|
11/2/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
Kaminsky(8)
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.38
|
|
|
11/2/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pete
de Pasquale(8)
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Priscilla
Goldman(8)
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rich
Franco(8)
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.38
|
|
|
11/2/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott
Shaffer(8)
|
|
|
18,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Mr.
Wolf was appointed as Chief Executive Officer of the Company on January 24, 2013
|
|
|
2.
|
Mr.
Brown was appointed as President of the Company on January 24, 2013
|
|
|
3.
|
Mr.
Burns was appointed as a director of the Company on January 24, 2013
|
|
|
4.
|
Mr.
D’Agostino was appointed as a director of the Company on January 24, 2013
|
|
|
5.
|
Mr.
Toto was appointed as a director of the Company on January 24, 2013
|
|
|
6.
|
Mr.
Janeway was appointed as a director on January 24, 2013
|
|
|
7.
|
Mr.
Morgenstein was appointed Chief Financial Officer on April 1, 2018
|
|
|
8.
|
Non-Management
employee
|
|
|
9.
|
Shares
vest upon a change of control of the Company
|
Family
Relationships
Mr.
Matthew Brown, our President, is the son-in-law of Mr. Carl Wolf, our Chief Executive Officer.
Involvement
in Certain Legal Proceedings
To
the best of our knowledge during the past five years, no director or officer of the Company has been involved in any of the following:
(1) Any bankruptcy petition filed by or against such person individually, or any business of which such person was a general partner
or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) Any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) Being
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business,
securities or banking activities; and (4) Being found by a court of competent jurisdiction (in a civil action), the SEC or the
Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not
been reversed, suspended, or vacated.
Adverse
Proceedings
There
exists no material proceeding to which any director or officer is a party adverse to the Company or has a material interest adverse
to the Company.
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more
of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in
beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and
regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a). To the
best of the Company’s knowledge, any reports required to be filed were timely filed.
REPORT
OF THE AUDIT COMMITTEE
The
Audit Committee has reviewed and discussed the audited financial statements for fiscal year ended January 31, 2020 with MamaMancini’s
management.
The
Audit Committee has discussed with the Company’s independent auditors the matters required to be discussed by the Statement
on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company
Accounting Oversight Board in Rule 3200T.
The
Audit Committee has received the written disclosures and the letter from the Company’s independent accountants required
by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees), 2 as adopted by the Public Company Accounting Oversight Board in Rule 3600T and has discussed with the independent
accountant the independent accountant’s independence.
Based
on the such review and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements
be included in the company’s annual report on Form 10-K for the last fiscal year for filing with the SEC.
Respectfully
Submitted,
Thomas
Toto
Audit
Committee Chairman
The
preceding Report of the Audit Committee will be filed with the records of the Company.
FEES
TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit
Fees consist of assurance and related services that are reasonably related to the performance of the audit or review of our financial
statements. This category includes fees related to the performance of audits and attest services not required by statute or regulations,
and accounts consultations regarding the application of GAAP to proposed transactions. The aggregate Audit Fees billed for the
fiscal years ended January 31, 2020 and January 31, 2019, were $56,920 and $41,000, respectively.
Audit
Related Fees
The
aggregate fees billed for assurance and related services by our principal accountant that are reasonably related to the performance
of the audit or review of our financial statements, other than those previously reported above, for the fiscal years ended January
31, 2020 and January 31, 2019 were $0 and $0, respectively.
Tax
Fees
Tax
Fees consist of the aggregate fees billed for professional services rendered by our principal accounts for tax compliance, tax
advice, and tax planning. These services include preparation for federal and state income tax returns. The aggregate Tax Fees
billed for the years ended January 31, 2020 and January 31, 2019 were $7,500 and $7,500, respectively.
Audit
Committee Pre-Approval Policies and Procedures
Effective
May 6, 2003, the SEC adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit
related service, the engagement be:
|
●
|
approved
by our audit committee; or
|
|
|
|
|
●
|
entered
into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures
are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures
do not include delegation of the audit committee’s responsibilities to management.
|
Pursuant
to the Sarbanes-Oxley Act of 2002, 100% of the fees and services provided as noted above were authorized and approved by the Audit
Committee in compliance with the pre-approval policies and procedures described herein.
TRANSACTIONS
WITH RELATED PERSONS
There
were the following transactions since the beginning of the Company’s last fiscal year, in which the Company was a participant
and the amount involved exceeded $120,000, and in which any related person had or will have a direct or indirect material interest:
Meatball
Obsession, LLC
A
current director of the Company is the chairman of the board and shareholder of Meatball Obsession LLC (“MO”).
For
the years ended January 31, 2020 and 2019, the Company generated $53,984 and $106,596 in revenues from MO, respectively.
As
of January 31, 2020 and January 31, 2019, the Company had a receivable of $1,604 and $57,374 due from MO, respectively.
WWS,
Inc.
Alfred
D’Agostino and Tom Toto, two directors of the Company, are affiliates of WWS, Inc.
For
the years ended January 31, 2020 and 2019, the Company recorded $48,000 and $48,000 in commission expense from WWS, Inc. generated
sales, respectively.
Notes
Payable – Related Party
During
the year ended January 31, 2016, the Company received aggregate proceeds of $125,000 from notes payable with the CEO of the Company.
The notes bear interest at a rate of 4% per annum and matured on December 31, 2016. The notes were subsequently extended until
January 2024. As of January 31, 2020 and 2019, the outstanding principal balance of the notes was $109,844.
The
Company received advances from the CEO of the Company which bear interest at 8%. The advances are due on January 2024. At January
31, 2020 and 2019, there was $400,000 of principal outstanding.
The
Company received advances from an entity 100% owned by the CEO of the Company, which bear interest at 8%. The advances are due
on January 2024. At January 31, 2020 and 2019, there was $132,000 of principal outstanding, respectively.
For
the years ended January 31, 2020 and 2019, the Company recorded interest expense of $44,131 and $45,150, respectively, related
to the above related party notes payable. As of January 31, 2020 and 2019, there was $2,863 and $48,141 of accrued interest on
the above related party notes, respectively.
Review,
Approval or Ratification of Transactions with Related Persons
The
Audit Committee of the Board of Directors, as stated in its charter, is responsible for the review, approval or ratification of
all “transactions with related persons” as that term refers to transactions required to be disclosed by Item 404 of
Regulation S-K promulgated by the SEC. In reviewing a proposed transaction, the Audit Committee must (i) satisfy itself that it
has been fully informed as to the related party’s relationship and interest and as to the material facts of the proposed
transaction and (ii) consider all of the relevant facts and circumstances available to the Audit Committee. After its review,
the Audit Committee will only approve or ratify transactions that are fair to the Company and not inconsistent with the best interests
of the Company and its stockholders.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
The
following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common
stock as of May 14, 2020 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares
are owned directly and the shareholders listed possess sole voting and investment power with respect to the shares shown.
Name
of Beneficial Owner(1)
|
|
Shares
|
|
|
Percent
(2)
|
|
|
|
|
|
|
|
|
5%
or Greater Stockholders
|
|
|
|
|
|
|
|
|
Alta Fox
Capital Management, LLC et al
|
|
|
1,785,382
|
(10)
|
|
|
5.42
|
%
|
Named
Executive Officers and Directors
|
|
|
|
|
|
|
|
|
Carl Wolf
|
|
|
7,426,886
|
(3)
|
|
|
22.64
|
%
|
Matthew Brown
|
|
|
5,589,181
|
(4)
|
|
|
17.39
|
%
|
Lawrence Morgenstein
|
|
|
15,000
|
(5)
|
|
|
*
|
|
Steven Burns
|
|
|
1,509,643
|
(6)
|
|
|
4.68
|
%
|
Alfred D’Agostino
|
|
|
994,501
|
(7)
|
|
|
3.08
|
%
|
Thomas Toto
|
|
|
904,443
|
(8)
|
|
|
2.81
|
%
|
Dean Janeway
|
|
|
449,336
|
(9)
|
|
|
1.39
|
%
|
All executive officers
and directors as a group (7 persons)
|
|
|
16,888,990
|
|
|
|
51.99
|
%(2)
|
|
|
|
|
|
|
|
|
|
*Less than 1%
|
|
|
|
|
|
|
|
|
|
(1)
|
Beneficial
ownership is determined in accordance with Rule 13d-3(a) of the Exchange Act and generally includes voting or investment power
with respect to securities. In determining beneficial ownership of our Common Stock, the number of shares shown includes shares
which the beneficial owner may acquire upon exercise of debentures, warrants and options which may be acquired within 60 days.
In determining the percent of Common Stock owned by a person or entity on May 14, 2020, (a) the numerator is the number of
shares of the class beneficially owned by such person or entity, including shares which the beneficial ownership may acquire
within 60 days of the conversion of Series A Preferred shares, exercise of debentures, warrants and options; and (b) the denominator
is the sum of (i) the total shares of that class outstanding on May 14, 2020 (32,027,949 shares of Common Stock) and (ii)
the total number of shares that the beneficial owner may acquire upon exercise of warrants and options. Unless otherwise stated,
each beneficial owner has sole power to vote and dispose of its shares. The address of each of the holders is 25 Branca Road,
East Rutherford, NJ 07073.
|
|
|
|
|
(2)
|
Figures
may not add up due to rounding of percentages.
|
|
|
|
|
(3)
|
The
amount includes 6,170,356 shares held jointly with Ms. Marion F. Wolf and 482,455 shares held directly by Mr. Wolf. Ms. Wolf
is the wife of Mr. Carl Wolf. Mr. Wolf maintains full voting control of such shares. Share total also includes 774,075 shares
issuable on the exercise of Warrants.
|
|
|
|
|
(4)
|
5,253,675
of the shares are held jointly with Ms. Karen Wolf and 228,098 shares are held by Mr. Brown. Ms. Wolf is the wife of Mr. Matthew
Brown. Mr. Brown maintains full voting control of such shares. Share total includes 107,408 shares issuable on the exercise
of Warrants.
|
|
|
|
|
(5)
|
Includes
portion of 22,500 stock options which are currently exercisable.
|
|
|
|
|
(6)
|
This
amount includes 130,397 shares held by Steven Burns, 10,000 shares held by Milvia Burns, Mr. Burns’ wife and 1,136,839
shares held by Point Prospect, Inc., a corporation which is wholly-owned by Steven Burns. Share total also includes 107,407
shares issuable on the exercise of Warrants and options to purchase 125,000 shares of common stock.
|
|
|
|
|
(7)
|
This
amount includes 126,938 shares directly held by Alfred D’Agostino, 635,156 shares held by Alfred D’Agostino Revocable
Living Trust 11/6/2009, of which Alfred D’Agostino is the beneficial owner. Share total also includes 107,407 shares
issuable on the exercise of Warrants and an option to purchase 125,000 shares of common stock.
|
|
|
|
|
(8)
|
This
amount includes 679,443 held by Thomas Toto and 66,667 held by Thomas and Andrea Toto, for which Thomas Toto is the beneficial
owner. Share total also includes 33,333 shares issuable on the exercise of Warrants and an option to purchase 125,000 shares
of common stock.
|
|
|
|
|
(9)
|
This
amount includes 201,035 shares held by Dean Janeway and 15,894 owned by Mary Janeway & Dean Janeway Jt. Ten. Share total
also includes 107,407 shares issuable on the exercise of Warrants and an option to purchase 125,000 shares of common stock.
|
|
|
|
|
(10)
|
Includes
shares held by Alta Fox Opportunities Fund, LP. Alta Fox GenPar, LP serves as general partner of Alta Fox Opportunities Fund,
LP and may be deemed to indirectly beneficially own securities held by Alta Fox Opportunities Fund, LP. Alta Fox Equity, LLC
serves as the general partner of Alta Fox GenPar, LP, which serves as general partner of Alta Fox Opportunities Fund, LP,
and Alta Fox Equity, LLC may be deemed to indirectly beneficially own securities held by Alta Fox Opportunities Fund, LP.
Alta Fox Capital Management, LLC acts as an investment adviser to, and manages investment and trading accounts of Alta Fox
Opportunities Fund, LP and may be deemed to indirectly beneficially own securities held by Alta Fox Opportunities Fund, LP.
Mr. Haley is the Manager of Alta Fox Capital Management, LLC and may be deemed to indirectly beneficially own securities held
by Alta Fox Opportunities Fund, LP.
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SHAREHOLDER
COMMUNICATIONS
The
Board of Directors of the Company has not adopted a formal procedure that shareholders must follow to send communications to it.
The Board of Directors does receive communications from shareholders, from time to time, and addresses those communications as
appropriate. Shareholders can send communication to the Board of Directors in writing, to MamaMancini’s Holdings, Inc.,
25 Branca Road, East Rutherford, New Jersey 07073, Attention: Board of Directors.
AVAILABILITY
OF ANNUAL REPORT ON FORM 10-K AND
HOUSEHOLDING
A
copy of the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020 as filed with the SEC is available
upon written request and without charge to shareholders by writing to the Company c/o Secretary, 25 Branca Road, East Rutherford,
New Jersey 07073 or by calling telephone number (201) 531-1212.
In
certain cases, only one Proxy Statement may be delivered to multiple shareholders sharing an address unless the Company has received
contrary instructions from one or more of the stockholders at that address. The Company will undertake to deliver promptly upon
written or oral request a separate copy of the Proxy Statement, as applicable, to a stockholder at a shared address to which a
single copy of such documents was delivered. Such request should also be directed to Secretary, MamaMancini’s Holdings,
Inc., at the address or telephone number indicated in the previous paragraph. In addition, shareholders sharing an address can
request delivery of a single copy of Proxy Statements if they are receiving multiple copies of Proxy Statements by directing such
request to the same mailing address.
OTHER
MATTERS
We
have not received notice of and do not expect any matters to be presented for vote at the Annual Meeting, other than the proposals
described in this Proxy Statement. If you grant a proxy, the person named as proxy holder, Carl Wolf, or their nominees or substitutes,
will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If
for any unforeseen reason, any of our nominees are not available as a candidate for director, the proxy holder will vote your
proxy for such other candidate or candidates nominated by our Board.
By
Order of the Board of Directors
/s/
Carl Wolf
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Carl
Wolf
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Chairman
of the Board
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East
Rutherford, New Jersey
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May
28, 2020
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PROXY
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF MAMAMANCINI’S HOLDINGS, INC.
The
undersigned hereby appoints Carl Wolf as Proxy with full power of substitution to vote all the shares of common stock which the
undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders to be held on June 16, 2020,
at 12 noon EDT at 355 Murray Hill Parkway, East Rutherford, NJ 07073, or at any postponement or adjournment thereof, and upon
any and all matters which may properly be brought before the Annual Meeting or any postponement or adjournments thereof, hereby
revoking all former proxies.
Election
of Directors
The
nominees for the Board of Directors are:
Carl
Wolf [ ]
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Matthew
Brown [. ]
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Steven
Burns [ ]
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Alfred
D’Agostino [ ]
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Thomas
Toto [ ]
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Dean
Janeway [ ]
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Instruction:
To withhold authority to vote for any individual nominee(s), write the nominee(s) name on the spaces provided below:
The
Board of Directors recommends a vote FOR Proposal No. 1 and a ratification of Proposal No. 2.
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1.
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To
elect six directors to hold office for a one-year term or until each of their successors are elected and qualified (except
as marked to the contrary above).
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[ ]
FOR [ ]AGAINST
[ ]ABSTAINS [ ] WITHHOLDS
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2.
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To
ratify the appointment of RRBB as the independent registered public accounting firm of the Company.
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[ ]
FOR [ ] AGAINST
[ ]ABSTAINS [ ] WITHHOLDS
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3.
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To
withhold the proxy’s discretionary vote on your behalf with regards to any other matters that are properly presented
for a vote at the Annual Meeting, please mark the box below.
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This
Proxy, when properly executed, will be voted in the matter directed herein by the undersigned shareholder. If no direction is
made, this Proxy will be voted FOR each of the proposals.
Dated:
______ , 2020
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Signature
of Shareholder
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Signature
of Shareholder
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Please
date and sign exactly as your name(s) appears hereon. If the shares are registered in more than one name, each joint owner or
fiduciary should sign personally. When signing as executor, administrator, trustee or guardian give full titles. Only authorized
officers should sign for a corporation.