PRCX Phoenix Rising Companies Inc (CE)

Director Compensation

Narrative to Director Compensation Table

The following is a narrative discussion of the material information that we believe is necessary to understand the information disclosed in the previous table.

Ding-Shin “DS” Chang and Boon Jin “Patrick” Tan receive no compensation solely in their capacities as directors of the Company. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

Option Exercises and Fiscal Year-End Option Value Table.

There were no stock options exercised by the named executive officers as of the end of the fiscal period ended December 31, 2021.

Long-Term Incentive Plans and Awards

There were no awards made to a named executive officer, under any long-term incentive plan, as of the end of the fiscal year ended December 31, 2021.

We currently do not pay any compensation to our directors serving on our Board of Directors.

Other Compensation

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of our company in the event of retirement at normal retirement date as there was no existing plan as of the end of the fiscal year ended December 31, 20121. 

CHANGE IN CONTROL

To the knowledge of management, there are no present arrangements or pledges of securities of Phoenix Rising which may result in a change in control of Phoenix Rising.

NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDER

The following action was taken based upon the unanimous recommendation of the Board of Directors and the written consent of the consenting stockholders:

 I. AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK

On February 4, 2022, the Board of Directors the consenting stockholders adopted and approved a resolution to effect an amendment to our Articles of Incorporation to increase the number of shares of authorized common stock from 1,000,000,000 to 8,000,000,000.  Such amendment is referred to herein as the “Authorized Shares Amendment.”

Currently, Phoenix Rising has 1,000,000,000 shares of common stock authorized, of which 196,377,299 shares were issued and outstanding on February 4, 2022.  As a result of the Authorized Shares Amendment, Phoenix Rising will have 8,000,000,000 shares of shares of common stock authorized for issuance, of which 7,803,622,701 will be available for issuance.

A table illustrating the Authorized Shares Amendment (discussed below) is as follows:

Giving effect to the Authorized Shares Amendment, Phoenix Rising will still have 7,803,622,701 shares of common stock, all of which will be unreserved, but authorized for issuance.  Any additional issuance of common stock could, under certain circumstances, have the effect of delaying or preventing a change in control of Phoenix Rising by increasing the number of outstanding shares entitled to vote and by increasing the number of votes required to approve a change in control of Phoenix Rising.  Shares of common stock could be issued, or rights to purchase such shares could be issued, to render more difficult or discourage an attempt to obtain control of Phoenix Rising by means of a tender offer, proxy contest, merger or otherwise.  The ability of the Board of the Directors to issue such additional shares of common stock could discourage an attempt by a party to acquire control of Phoenix Rising by tender offer or other means.  Such issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price that such an attempt could cause.  Moreover, the issuance of such additional shares of common stock to certain persons’ interests aligned with that of the Board of Directors could make it more difficult to remove incumbent managers and directors from office even if such change were to be favorable to stockholders generally.

While the increase in the number of shares of common stock authorized may have anti-takeover ramifications, the Board of Directors believes that the financial flexibility offered by the amendment outweighs any disadvantages.  To the extent that the increase in the number of shares of common stock authorized may have anti-takeover effects, the amendment may encourage persons seeking to acquire Phoenix Rising to negotiate directly with the Board of Directors, enabling the Board of Directors to consider a proposed transaction in a manner that best serves the stockholders’ interests.

The Board of Directors believes that it is advisable and in the best interests of Phoenix Rising to have available additional authorized but unissued shares of common stock in an amount adequate to provide for Phoenix Rising’s future needs.  The unissued shares of common stock will be available for issuance from time to time as may be deemed advisable or required for various purposes, including the issuance of shares in connection with financing or acquisition transactions.   Phoenix Rising has no present plans or commitments for the issuance or use of the proposed additional shares of common stock in connection with any financing. 

The Authorized Shares Amendment is not intended to have any anti-takeover effect and is not part of any series of anti-takeover measures contained in any debt instruments or the Articles of Incorporation or the Bylaws of Phoenix Rising in effect on the date of this Information Statement.  However, Phoenix Rising stockholders should note that the availability of additional authorized and unissued shares of common stock could make any attempt to gain control of Phoenix Rising or the Board of Directors more difficult or time consuming and that the availability of additional authorized and unissued shares might make it more difficult to remove management.  Phoenix Rising is not aware of any proposed attempt to take over Phoenix Rising or of any attempt to acquire a large block of Phoenix Rising’s stock.  Phoenix Rising has no present intention to use the increased number of authorized common stock for anti-takeover purposes.

Effective Date

Under Rule 14c-2, promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Authorized Shares Amendment shall be effective twenty (20) days after this Information Statement is mailed to stockholders of Phoenix Rising.  We anticipate the effective date to be on or about March 30, 2022.

ADDITIONAL INFORMATION

We are subject to the informational requirements of the Exchange Act, and in accordance therewith file reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q with the SEC. Copies of these documents can be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C., 20549, at prescribed rates.  The SEC also maintains a web site on the Internet (http://www.sec.gov) where reports, proxy and information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System may be obtained free of charge.