UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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SCHEDULE 14A INFORMATION |
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Proxy Statement Pursuant to Section 14(a) of
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Soliciting Material Pursuant to §240.14a-12 |
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ENCISION INC. |
(Name of Registrant as Specified In Its Charter) |
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ENCISION INC.
6797 Winchester Circle
Boulder, CO 80301
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held August 17, 2022
To Our Shareholders:
The Annual
Meeting of Shareholders of Encision Inc., a Colorado corporation, will be held at 9:00 A.M. Mountain Time, on August 17, 2022. The Annual
Meeting of Shareholders will be held at the offices of Encision Inc., 6797 Winchester Circle, Boulder, CO 80301. Holders of record of
shares of our common stock, will vote for the following purposes, all of which are more completely set forth in the accompanying Proxy
Statement:
| 1. | To elect five directors; |
| 2. | To ratify the appointment of Gries and Associates, LLC as our independent public accountants; |
| 3. | To approve a non-binding advisory resolution on our compensation of our executive officers; and |
| 4. | To transact such other business as may properly come before the meeting, or any adjournment thereof. |
All shareholders are cordially
invited to attend the meeting, although only shareholders of record at the close of business on June 27, 2022, will be entitled to notice
of, and to vote at, the meeting or any and all adjournments thereof.
BY ORDER OF THE BOARD
OF DIRECTORS
/s/ Gregory J. Trudel
Gregory J. Trudel
President and CEO
July 13, 2022
PLEASE COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PREPAID ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. YOUR PROMPT RETURN OF THE
PROXY CARD WILL HELP ASSURE A QUORUM AT THE MEETING AND AVOID ADDITIONAL COMPANY EXPENSE FOR FURTHER SOLICITATION. YOU MAY REVOKE YOUR
PROXY AT ANY TIME BEFORE IT IS VOTED.
Important Notice Regarding the
Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on August 17, 2022: This Proxy Statement and the
Annual Report on Form 10-K for the fiscal year ended March 31, 2022 are available at www.encision.com.
ENCISION INC.
6797 Winchester Circle
Boulder, CO 80301
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held August 17, 2022
SOLICITATION OF PROXIES
This Proxy Statement is furnished
in connection with the solicitation of proxies by the board of directors of Encision Inc., a Colorado corporation, for use at our Annual
Meeting of Shareholders to be held at 9:00 A.M. Mountain Time, on August 17, 2022. The Annual Meeting of Shareholders will be held at
the offices of Encision Inc., 6797 Winchester Circle, Boulder, CO 80301.
If the enclosed Proxy Card is
properly executed and returned in time to be voted at the meeting, the shares of common stock represented will be voted in accordance
with the instructions contained therein. Executed Proxy Cards that contain no instructions will be voted for each of the nominees for
director indicated herein and in favor of each of the other two proposals which will be considered at the meeting. It is anticipated that
this Proxy Statement and the accompanying Proxy Card and Notice of Annual Meeting will be mailed to our shareholders on or about July
13, 2022.
Shareholders who execute proxies
for the Annual Meeting may revoke their proxies at any time prior to their exercise by delivering written notice of revocation to our
secretary, by delivering a duly executed Proxy Card bearing a later date, or by attending the meeting and voting in person.
We will bear the costs of the
meeting, including the costs of preparing and mailing the Proxy Statement, Notice of Annual Meeting and Proxy Card. We may, in addition,
use the services of our directors, officers and employees to solicit proxies, personally or by telephone, but at no additional salary
or compensation. We will also request banks, brokers, and others who hold shares of our common stock in nominee names to distribute annual
reports and proxy soliciting materials to beneficial owners, and we will reimburse such banks and brokers for reasonable out-of-pocket
expenses which they may incur in so doing.
OUTSTANDING CAPITAL STOCK
The record date for shareholders
entitled to vote at the Annual Meeting was June 27, 2022. At the close of business on that day, there were 11,719,543 shares of our common
stock, no par value, outstanding and entitled to vote at the meeting. Each share of common stock is entitled to one vote.
QUORUM AND VOTING
The presence in person or by proxy
of the holders of a majority of the total issued and outstanding shares of our common stock that are entitled to be voted at the Annual
Meeting is necessary in order to constitute a quorum for the meeting. Abstentions will be counted for purposes of attaining a quorum.
If your shares are held in street
name and you do not instruct your broker on how to vote your shares, your brokerage firm, in its discretion, may either leave your shares
unvoted or vote your shares on routine matters only. The proposal to ratify the appointment of Gries and Associates, LLC is considered
a routine matter. The other proposals which will be considered at the meeting are considered non-routine matters. Consequently, without
your voting instructions, your brokerage firm cannot vote your shares on those other proposals. Such unvoted shares are called “broker
non-votes.”
If a quorum is present, (i) the
election of directors will require a plurality of the votes cast in person or by proxy at the Annual Meeting, and (ii) the affirmative
vote of a majority of the shares represented at the meeting and entitled to vote will be required (x) to ratify the appointment of our
independent public accountants, or (y) to approve any other matters other than Proposals 1-3 listed above (if any) to be voted on by the
shareholders at the meeting.
The vote on Proposal 3 is anon-binding
advisory vote. The Board of Directors will consider our executive officer compensation to have been approved by shareholders if Proposal
3 receives more votes “For” than “Against”.
Proxies marked “withhold”
and broker non-votes will have no effect on the election of directors.
Abstentions shall have the same
effect as a vote against Proposal 2 (ratification of auditors). Abstentions shall have no effect on the outcome of Proposal 3 (vote on
executive compensation).
Broker non-votes shall have no
effect on the outcome of Proposals 2 and 3.
ACTIONS TO BE TAKEN AT THE MEETING
The accompanying proxy, unless the shareholder otherwise
specifies in the proxy, will be voted (1) FOR the election of each of the five nominees named herein for the office of director, (2) FOR
ratification of the appointment of Gries and Associates, LLC as our independent public accountants, (3) FOR approval of a non-binding
advisory resolution on our compensation of our executive officers, , and (4) at the discretion of the proxy holders on any other
matter that may properly come before the meeting or any adjournment thereof.
If shareholders have appropriately
specified how their proxies are to be voted, they will be voted accordingly. If any other matter of business is brought before the meeting,
the proxy holders may vote the proxies at their discretion. The directors do not know of any such other matter of business.
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Shareholders may present proposals for action at a
future meeting if they comply with SEC rules, state law and our Bylaws.
Shareholder Proposals to be Included in the Proxy
Statement
To be considered for inclusion
in our proxy materials for the 2023 Annual Meeting of Stockholders, a stockholder proposal must be received in writing at our Boulder,
Colorado offices not later than March 25, 2023.
Stockholder Proposals Not to be Included in the
Proxy Statement
If you wish to make a shareholder
proposal at the 2023 Annual Meeting of Stockholders that is not intended to be included in our proxy materials for that meeting, you generally
must provide appropriate notice to us in the manner specified in our Bylaws between April 19, 2023 and May 19, 2023. Furthermore, a proxy
for our 2023 Annual Meeting of Stockholders may confer discretionary authority to vote on any matter not submitted to us by May 29, 2023.
ELECTION OF DIRECTORS
(Proposal Item #1)
Our board of directors has nominated
the five persons listed below for election as directors for the 2023 fiscal year, each to hold office until the 2023 Annual Meeting of
Shareholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. A shareholder
using the enclosed Proxy Card can vote for all or any of the nominees of the board of directors or such shareholder may withhold his or
her vote from all or any of such nominees. If the Proxy Card is properly executed but not marked, it will be voted for all of the nominees.
Each of the nominees has agreed to serve as a director if elected; however, should any nominee become unable or unwilling to accept nomination
or election, the persons named in the proxy will exercise their voting power in favor of such other person or persons as our board of
directors may recommend. There are no family relationships among these nominees.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” EACH NOMINEE FOR THE BOARD OF DIRECTORS.
The following table sets forth
the members of our board of directors, their ages as of March 31, 2022, and their positions and offices held:
Name | |
Age | |
Position |
Vern D. Kornelsen (1) (2) (3) | |
| 89 | | |
Director |
Robert H. Fries (1) (2) | |
| 73 | | |
Director |
Patrick W. Pace, M.D. (2) (3) | |
| 50 | | |
Director |
Gregory J. Trudel | |
| 61 | | |
Director, President & CEO |
David W. Newton | |
| 75 | | |
Director, Co-Founder, VP - Technology |
(1) Member
of the Compensation Committee.
(2) Member
of the Nominating Committee.
(3) Member
of the Audit Committee.
Vern D. Kornelsen
is one of our co-founders and served on our board of directors and as our Chief Financial Officer from 1991 through February 1997. He
was re-elected to the board of directors in April 1998. Mr. Kornelsen is the General Partner of CMED Partners LLLP, one our principal
shareholders. Mr. Kornelsen formerly practiced as a certified public accountant in the state of Colorado for many years. He has been active
in managing two investment partnerships, the first since 1990 and the second since 1997, of which he is the general partner, as well as
serving as an officer and director of several private companies and of two public companies, Lifeloc Technologies, Inc., of which
he is the controlling stockholder, and Electronic Systems Technology, Inc. Mr. Kornelsen received a Bachelor of Science degree in business
from the University of Kansas. We believe Mr. Kornelsen is qualified to serve on our board of directors based on his executive experience
with several private companies and his financial and accounting expertise as described above.
Robert H. Fries has
served on our board of directors since 2003. Mr. Fries is a founder and the President of FinanceVision Services, Inc., a finance and tax
consulting firm, and has served as a finance executive with a broad range of large public multinational companies. Since 2000, he has
provided us with financial and tax consulting services. Mr. Fries is a certified public accountant (inactive). His credentials include
an MBA from St. John's University, New York, and a Juris Doctor Degree from Jones School of Law. We believe that Mr. Fries’ financial
and business expertise, particularly in the role of finance executive for various large public companies, give him the qualifications
and skills to serve as a director.
Patrick
W. Pace, M.D. was appointed to our board of directors in April 2012. Dr. Pace is
a Managing Director on UTIMCO’s Private Equity team and oversees all investments in private equity, venture capital, and private
credit globally. Also, he is on UTIMCO’s Leadership Team and Investment Committee. Dr. Pace joined UTIMCO after working with EDG
Partners as an Advisor. Previously, he served as Managing Director at Citadel Investment Group. Prior to Citadel, Dr. Pace led healthcare
high yield and distressed debt investing as part of AIG Investments, served as a Senior Analyst covering the medical device industry at
UBS, and worked in equities at Credit Suisse First Boston. Dr. Pace began his career as a resident in Otolaryngology (ENT) at the University
of Virginia Hospital. Dr. Pace serves on the boards of MMIS, Inc, and
as Chairman of Nanospectra Biosciences. He participates on the Advisory Council for the UT-Health School of Biomedical Informatics and
on the Investment Committee for the St. David’s Foundation. He received a Bachelor of Arts, with Honors in Psychology, from Vanderbilt
University and a Doctor of Medicine from The University of Texas Medical School at Houston. We believe that Dr. Pace’s healthcare
and investment experience give him the qualifications and skills to serve as a director.
Gregory
J. Trudel has served as our President & Chief Executive Officer and a director since December 2013. Mr. Trudel has over
25 years of experience in the surgical devices marketplace. Since 2008, and until becoming President & Chief Executive Officer of
Encision Inc., Mr. Trudel had been employed by Covidien, a large global healthcare products company. Most recently, Mr. Trudel served
as Global Director of Marketing for a division within the Surgical Solutions Group at Covidien. His time at Covidien also includes extensive
marketing and product management experience in Covidien’s Advanced Energy and Surgical Stapling. Prior to joining Covidien, Mr.
Trudel held leadership roles with ConMed Electrosurgery, SilverGlide Surgical
Technologies, and Stryker. He holds a B.S. from the University of Connecticut, Storrs, CT and an M.B.A from the University of Bridgeport,
Bridgeport, CT. We believe that Mr. Trudel’s executive experience with
public companies and his experience in healthcare give him the qualifications and skills to serve as a director.
David W. Newton,
is one of our co-founders and has been a Vice President and one of our directors since our inception in 1991. From 1989 until 1991, Mr.
Newton was President of Newton Associates, Inc., a contract engineering firm. From 1985 to 1989, Mr. Newton was President of Tienet, Inc.,
a developer of integrated computer systems. Mr. Newton has an additional 17 years of experience as an electrical engineer designing electrosurgical
generators and related accessories. Mr. Newton holds numerous patents in the field of medical electronic equipment and holds a Bachelor
of Science Electrical Engineering degree from the University of Colorado. We believe that Mr. Newton’s engineering experience with
various firms gives him the qualifications and skills to serve as a director.
Director Meetings
During
the fiscal year ended March 31, 2022, our board of directors met in person one time and had four telephonic meetings. There were four
meetings of the audit committee, one meeting of the compensation committee and one meeting of the nominating committee. The audit committee
held four telephonic meetings with our independent auditors. Each director attended at
least 75% of the aggregate of the total number of meetings of the board and the board committees on which he served during
fiscal year 2022.
We encourage our incumbent
directors to attend the Annual Meeting of Shareholders, subject to their travel schedule and other demands on their time. All of our directors
attended the 2021 Annual Meeting of Shareholders.
Our board of directors determines
whether a director is independent through a broad consideration of facts and circumstances, including an assessment of the materiality
of any relation between us and a director not merely from the director’s standpoint, but also from that of persons or organizations
with which the director has an affiliation. In making this determination, the board of directors adheres to the independence criteria
under applicable New York Stock Exchange, Inc. (“NYSE”) rules. Using these rules, our board of directors has determined that
Robert H. Fries, Vern D. Kornelsen and Patrick W. Pace, M.D. qualify as independent directors.
Compensation of Directors
Our independent directors
receive $1,250 a quarter for their services and are reimbursed for their out-of-pocket expenses incurred in connection with their service
as directors. Option or equity grants to our directors are at the discretion of the board of directors.
The following table details
the total compensation earned by our non-employee directors in fiscal year 2021.
Director Compensation
Name | |
Fees paid in cash ($) (1) | |
Equity compensation ($) (2) | |
All other compensation ($) | |
Total ($) |
Robert H. Fries | |
| 5,000 | | |
| 19,944 | | |
| 71,908 | (3) | |
| 96,852 | |
Vern D. Kornelsen | |
| 5,000 | | |
| 19,944 | | |
| ― | | |
| 24,944 | |
Patrick W. Pace, M.D. | |
| 5,000 | | |
| 3,989 | | |
| ― | | |
| 8,989 | |
| (1) | The following table provides a breakdown of fees paid in cash. |
Name | |
Annual retainers ($) |
Robert H. Fries | |
| 5,000 | |
Vern D. Kornelsen | |
| 5,000 | |
Patrick W. Pace, M.D. | |
| 5,000 | |
(2) Amounts
reflect the aggregate grant date fair values of stock options and restricted stock units (“RSUs”). Amounts reflect the aggregate
grant date fair values of grants made in each respective fiscal year, valued in accordance with ASC Topic 718. Assumptions used in the
calculations of these amounts are set forth in Footnote 3 to our Financial Statements included in our Annual Report on Form 10-K for the
fiscal year ended March 31, 2022.
(3) Compensation
paid to an entity controlled by Mr. Fries for financial and tax consulting services provided to us.
The following table provides information
on the outstanding equity awards at fiscal year-end for non-employee directors.
Outstanding Options for Non-Employee Directors at
Fiscal Year-End 2022
Name | |
Number of securities underlying unexercised options (#) exercisable | | |
Number of securities underlying unexercised options (#)
unexercisable | | |
Number of securities underlying unexercised equity units (#)
exercisable | | |
Number of securities underlying unexercised equity units (#)
unexercisable | |
Robert H. Fries | |
| 51,208 | | |
| 32,792 | | |
| 0 | | |
| 0 | |
Vern D. Kornelsen | |
| 38,667 | | |
| 35,333 | | |
| 0 | | |
| 0 | |
Patrick W. Pace, M.D. | |
| 53,755 | | |
| 15,245 | | |
| 0 | | |
| 0 | |
Nominating Committee; Nominations Process
The members of our nominating
committee are Robert H. Fries, Vern D. Kornelsen and Patrick W. Pace, M.D. Our nominating committee recommends to our board of directors
nominees for election to the board. Our nominating committee will consider recommendations for director nominees by shareholders if the
names of those nominees and the other required information are properly submitted in writing to our corporate secretary in the manner
described for shareholder nominations above under the heading “Shareholder Proposals and Director Nominations.” A director
nominee must have a strong professional or other background, a reputation for integrity and responsibility and experience relevant to
our business and operations. A director nominee must be able to commit appropriate time to prepare for, attend and participate in all
meetings of our board of directors and its committees, as applicable, and the annual meeting of shareholders and must not have any conflicts
of interest with our business and operations. Our nominating committee will also require some director nominees to be independent as defined
under the NYSE listing standards. All director nominees, whether submitted by a shareholder or our nominating committee, will be evaluated
in the same manner. All current members of the nominating committee are independent for purposes of the NYSE listing standards.
The nominating committee does
not have an express policy with regard to the consideration of any director candidates recommended by our shareholders because the nominating
committee believes that it can adequately evaluate any such nominees on a case-by-case basis. The nominating committee will consider director
candidates proposed by shareholders in accordance with the procedures set forth above under "Shareholder Proposals and Director Nominations,"
and will evaluate shareholder-recommended candidates for director under the same criteria as internally generated candidates. We do not
have a formal policy with regard to the consideration of diversity in identifying director nominees, but the nominating committee strives
to nominate directors with a variety of complementary skills so that, as a group, the board will possess the appropriate talent, skills
and expertise to oversee our business. Although the nominating committee does not currently have formal minimum criteria for nominees,
substantial relevant business and industry experience would generally be considered important qualifying criteria, as would the ability
to attend and prepare for board, committee and shareholder meetings. Any candidate must state in advance his or her willingness and interest
in serving on our board and its committees.
On May 30, 2017, our board
adopted and approved the First Amended and Restated Bylaws of the Company (the “Amended Bylaws”). The Amended Bylaws include
advance notice requirements and procedures for the submission by shareholders of nominations for our board of directors and of other proposals
to be presented at shareholder meetings.
Under the Amended Bylaws,
in order for a shareholder to nominate a person for election as a director without inclusion in our proxy statement, such shareholder
must give timely notice in writing delivered to our Secretary at our principal executive offices. To be timely, notice must be delivered
to the Secretary not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior
to the first anniversary of the preceding year’s annual shareholders meeting. If the date of the annual shareholders meeting is
more than 30 days before or more than 60 days after such anniversary date, to be timely, notice by the shareholder must be delivered not
earlier than the close of business on the 120th day prior to the date of such annual shareholders meeting and not later than the close
of business on the later of the 90th day prior to the date of such annual shareholders meeting or the 10th day following the day on which
we first publicly announce the date of such annual shareholders meeting.
The shareholder’s
notice must include certain information required by the Amended Bylaws about the director nominee, the shareholder of record and the underlying
beneficial owner, if any, including such information as the director nominee’s name, age, address, occupation and shares; the name,
address and shares of the shareholder and any beneficial owner; information about derivatives, hedges and short positions; understandings
or agreements regarding the economic and voting interests of the director nominee, the shareholder and related persons with respect to
our stock, if any; and such other information as would be required to be disclosed in a proxy statement soliciting proxies for the election
of the proposed director nominee. In addition, the notice must contain certain representations made by the shareholder or beneficial owner
proposing to nominate such director nominee. We may require any proposed nominee to furnish such other information as may reasonably be
required to determine the eligibility of such proposed nominee to serve as a director. A shareholder’s notice must be updated, if
necessary, so that the information submitted is true and correct as of the record date for determining shareholders entitled to receive
notice of the meeting and as of the date that is 10 business days prior to the meeting date.
A stockholder interested
in submitting a nominee for election to the board of directors should refer to our Amended Bylaws for additional requirements.
Our board of directors has
adopted a written Nominating Committee Charter, a copy of which is available on our website at www.encision.com. Our nominating committee
held one meeting during the fiscal year ended March 31, 2021.
Compensation Committee
The
members of the compensation committee are Vern D. Kornelsen and Robert H. Fries. Our compensation committee reviews and approves compensation
for our executive officers whose compensation is approved by our board of directors upon recommendation of the compensation committee.
Our compensation committee also administers our stock option plans. Our board of directors has adopted a written Compensation Committee
Charter, a copy of which is available on our website at www.encision.com. Our
compensation committee held one meeting during the fiscal year ended March 31, 2022.
The compensation committee
reviewed and considered our compensation policies and programs in light of the board of directors’ risk assessment and management
responsibilities and will do so in the future on an annual basis. The compensation committee believes that we have no compensation policies
and programs that give rise to risks reasonably likely to have a material adverse effect on us.
Audit Committee
Our board of directors maintains
an audit committee comprised of our outside directors. The board of directors and the audit committee believe that the audit committee’s
current members are “independent directors” as defined by the applicable rules of the NYSE and regulations of the Securities
and Exchange Commission (“SEC”) as currently in effect and applicable to us. The audit committee oversees our independent
auditors and financial process on behalf of the board of directors. The audit committee has adopted a written charter. The audit committee
has adopted a complaint procedure policy.
Vern D. Kornelsen and Patrick
W. Pace, M.D. comprise the audit committee. Mr. Kornelsen’s and Dr. Pace’s background is more fully disclosed in their biographies
under “Election of Directors.”
Our board of directors has determined
that Vern D. Kornelsen and Patrick W. Pace, M.D. each qualify as an “audit committee financial expert” and each is “independent”
as defined by the applicable regulations of the SEC as currently in effect and applicable to us.
The audit committee has
adopted a written charter, a copy of which is available on the investor relations page of our website at www.encision.com. Our audit committee
held four telephonic meetings with our independent auditors during the fiscal year ended March 31, 2022.
Board Leadership Structure
Our board of directors does
not have a policy regarding separation of the roles of Chief Executive Officer and Chairman of the Board, as the board of directors believes
it is in the best interest of the Company to make that determination based on the position and direction of the Company and the membership
of the board. Presently, we do not have a Chairman of the Board.
Three of the five members
of our board of directors satisfy the requirements of independence under the NYSE listing standards, and our audit, compensation, and
nominating committees are composed entirely of independent directors. This structure encourages independent and effective oversight of
our operations and prudent management of risk.
Risk Oversight
The board of directors,
principally through delegation to the audit committee oversees risks facing us. The audit committee regularly discusses with management,
our internal auditors and our independent auditors our major risk exposures, whether financial, operating or otherwise, and the adequacy
and effectiveness of our control of such risks. The audit committee also recommends from time to time that key identified risk areas be
considered by the full board, and individual board members also periodically ask the full board to consider an area of risk. In addition,
risk management issues are considered inherently by the board with respect to all major decisions made by the board.
Our board of directors believes
that the decision as to who should serve as Chairman of the Board and/or Chief Executive Officer and whether the offices should be combined
or separated is the proper responsibility of the board. The board members have considerable experience and knowledge about the challenges
and opportunities the company faces. The board, therefore, is in the best position to evaluate the company’s current and future
needs and to judge how the capabilities of the company’s directors and senior management from time to time can be most effectively
organized to meet those needs. While the board may combine these offices in the future if it considers such a combination to be in the
best interest of the company, it currently intends to retain this structure.
Shareholder Communications with Directors
Shareholders and other interested
parties wishing to contact any member (or all members) of our board of directors or any committee of the board may do so by mail, addressed,
either by name or title, to the board of directors or to any such individual director or group or committee of the directors, and all
such correspondence should be sent to our principal office. Our administrative staff may review any such communications to ensure that
inappropriate material is not forwarded to the board of directors or to any individual director. The board of directors intends to continuously
evaluate its communication process with our shareholders and may adopt additional procedures to facilitate shareholder communications
with the board of directors, consistent with standards of professionalism and our administrative resources.
Code of Ethics
We have adopted a Code of
Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and all other directors
and executive officers. The Code of Ethics is available on the investor relations page of our website at www.encision.com. We intend to
satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Code of
Ethics that apply to our principal executive, financial and accounting officers and directors by posting such information on our website.
Executive Officers
The following table sets
forth the names of our executive officers, their ages as of March 31, 2022, and their positions and offices held:
Name | |
Age | | |
Position |
Gregory J. Trudel | |
61 | | |
President & CEO |
David W. Newton | |
75 | | |
VP - Technology |
Mala Ray | |
64 | | |
VP - Controller, Treasurer, Corporate Secretary |
Brian Jackman | |
40 | | |
VP - Marketing |
Gregory J. Trudel
has served as our President & Chief Executive Officer and a director since December 2013. Mr. Trudel has over 25 years of experience
in the surgical devices marketplace. Since 2008, and until becoming President & Chief Executive Officer of Encision Inc., Mr. Trudel
had been employed by Covidien, a large global healthcare products company. Most recently, Mr. Trudel served as Global Director of Marketing
for a division within the Surgical Solutions Group at Covidien. His time at Covidien also includes extensive marketing and product management
experience in Covidien’s Advanced Energy and Surgical Stapling. Prior to joining Covidien, Mr. Trudel held leadership roles with
ConMed Electrosurgery, SilverGlide Surgical Technologies, and Stryker. He holds a B.S. from the University of Connecticut, Storrs, CT
and an M.B.A from the University of Bridgeport, Bridgeport, CT.
David
W. Newton is one of our co-founders and has been a Vice President since our inception in 1991. From 1989 until 1991, Mr. Newton was
President of Newton Associates, Inc., a contract engineering firm. From 1985 to 1989, Mr. Newton was President of Tienet, Inc., a developer
of integrated computer systems. Mr. Newton holds numerous patents in the field of medical electronic equipment and holds a Bachelor of
Science Electrical Engineering degree from the University of Colorado.
Mala Ray is our VP
- Controller, Treasurer and Corporate Secretary who joined us in 2012. Ms. Ray has extensive experience in GAAP accounting, ERP systems,
process improvement and financial analysis at several medical device firms, including Medtronic Navigation from 2000 to 2009 and Gambro
Renal from 2009 to 2010. Ms. Ray holds a Bachelor of Science in Business Administration degree from Regis University.
Brian Jackman has
served as our VP of Marketing since February 2019. He is responsible for our national accounts. Mr. Jackman has been with us since 2006.
He served as Senior Engineering Program Manager from 2009 until 2012, Marketing Manager from 2012 until 2014, and Director of Marketing
from 2014 until 2019. Mr. Jackman has a background in marketing, sales, surgical device design, and program management. He holds a B.S.
in Mechanical Engineering from the University of Colorado at Boulder and was issued several patents for laparoscopic surgical instruments.
The following table sets forth
certain information regarding compensation earned or awarded to each person who served as our chief executive officer during our most
recently completed fiscal year, and to each of our two most highly compensated executive officers (other than our chief executive officer)
who earned in excess of $100,000 during our most recently completed fiscal year, (collectively, the “Named Executive Officers”).
EXECUTIVE COMPENSATION
Summary Compensation Table
Name and
principal position |
Fiscal
year |
Salary
($) |
Bonus
($) |
Stock Awards
($)(1) |
Option awards
($) (1) |
All Other Comp ($) |
Total
($) |
Gregory J. Trudel
President, CEO |
2022
2021 |
239,877
237,687 |
0
47,967 |
0
0 |
113,679
3,369 |
0
0 |
353,556
289,023 |
David W. Newton
VP – Technology |
2022
2021 |
120,695
121,319 |
0
10,097 |
0
0 |
23,932
3,369 |
0
0 |
144,627
134,785 |
Brian Jackman
VP – Marketing |
2022
2021 |
152,697
155,381 |
0
10,097 |
0
0 |
7,977
3,369 |
0
0 |
160,674
168,847 |
| (1) | Amounts reflect the aggregate grant date fair values of grants made in each
respective fiscal year, valued in accordance with ASC Topic 718. Assumptions used in the calculations of these amounts are set forth in
Footnote 3 to our Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022. |
Employment Agreement
On November 14, 2016, we
entered into an Employment Agreement (the "Employment Agreement") with Greg Trudel, our President and Chief Executive Officer.
The Employment Agreement
has an initial two-year term. Thereafter, the term automatically renews for additional one-year periods unless either party gives prior
written notice that it does not wish to automatically renew the term. The Employment Agreement provided that Mr. Trudel will receive an
annual base salary of $214,725 ("Base Salary"). The Base Salary would increase to $230,000 after we achieved three months of
profitability. The table above reflects annual salary increases.
Mr. Trudel will be eligible
to participate in our bonus programs for executive and non-executive officers, as determined in the discretion of our board of directors.
In addition, Mr. Trudel will be eligible for a bonus from an annual bonus pool. The amount of the annual bonus pool shall be determined
as follows:
An annual bonus pool for
each year starting with the fiscal year ending March 31, 2023 and continuing through the Employment Period.
Revenue Growth from prior year | |
| 12.5 | % | |
| 15 | % | |
| 25 | % | |
| 35 | % | |
| >50% | |
Bonus % on Revenue Growth Amount | |
| 0 | % | |
| 10 | % | |
| 12.5 | % | |
| 12.5 | % | |
| 12.5 | % |
Net Income Growth from prior year | |
| 12.5 | % | |
| 15 | % | |
| 25 | % | |
| 33 | % | |
| >100% | |
Bonus % on Net Income Growth Amount | |
| 0 | % | |
| 15 | % | |
| 17.5 | % | |
| 20 | % | |
| 20 | % |
The bonus amount will be
limited to 15% of the first $500,000 of net income plus 17.5% on any excess of $500,000 of net income. Net income will mean pre-tax, pre-bonus
GAAP income in each fiscal year compared to the preceding fiscal year. When comparing a fiscal year over a prior fiscal year, losses in
any fiscal year will be not considered for the bonus computation. For the fiscal years ended March 31, 2023 and 2022 any PPP forgiveness
income will be excluded from pre-tax, pre-bonus GAAP income. As determined by the Board of Directors or the Compensation Committee of
the Board of Directors, any incremental expense, or reduced expense, that occurs as a result of raising capital for such purpose shall
be excluded as an expense, or as income, from the pre-tax GAAP income calculation,
45% of the bonus pool will
be allocated to the CEO.
55% of the bonus pool will
be allocated to members of the Encision Leadership Team and allocated at the direction of the CEO.
Mr. Trudel will be entitled
to receive a special cash bonus of $50,000 in the event that we are acquired during the term of Mr. Trudel's employment. In addition,
the Employment Agreement provides that Mr. Trudel is eligible to participate in our standard benefit plans and programs.
As provided in the Employment
Agreement, Mr. Trudel was granted stock options to purchase 70,000 shares of our common stock (the "CEO Options") under our
2014 Equity Incentive Plan. The CEO Options vest over the five year period following November 14, 2016. The CEO options will have an initial
per share exercise price equal to $0.30, which was our trading price on November 14, 2016. The vesting of the CEO Options will accelerate
in the event of certain acquisition transactions involving us.
Under the Employment Agreement,
if we terminate Mr. Trudel without cause or Mr. Trudel resigns for "good reason" (as defined in the Employment Agreement), Mr.
Trudel will be entitled to receive a severance amount (up to one times his Base Salary) based upon the length of time Mr. Trudel was employed
by us prior to the termination. Such severance will be paid out ratably over the twelve months following the termination. However, if
the termination is in connection with the closing of a Change of Control (as defined in our 2014 Equity Incentive Plan), then the severance
will be paid in one lump sum. No severance will be paid if the term of the Employment Agreement expires or is not renewed.
The Employment Agreement
requires Mr. Trudel to maintain the confidentiality of our proprietary information. The Employment Agreement also includes typical non-competition
and non-solicitation provisions that Mr. Trudel must comply with for a period of one year after termination of his employment with us.
Equity Incentive Awards
On August 13, 2014, our
shareholders approved the adoption of the 2014 Equity Incentive Plan (the “2014 Plan”) providing for awards of stock options,
stock appreciation rights, restricted stock, restricted stock units, performance units, and other stock-based awards to our employees
and directors. The 2014 Plan permits the granting of incentive stock options meeting the requirements of Section 422 of the Internal Revenue
Code of 1986, as amended, and also nonqualified stock options which do not meet the requirements of Section 422. As approved by the shareholders,
we reserved 1,100,000 shares of our common stock for issuance upon exercise of equity incentive awards granted under the 2014 Plan. As
of March 31, 2022, equity incentive awards to purchase an aggregate of 1,061,000 shares of our common stock (net of equity incentive awards
canceled) had been granted pursuant to our 2014 Plan, 136,902 equity incentive awards had been exercised, leaving 39,000 still available
for grant.
The compensation committee of the board of directors administers the
2014 Plan.
Option Grants in Fiscal Year 2022
The following table sets
forth options to acquire shares of our common stock granted to the Named Executive Officers during the fiscal year ended March 31, 2022.
Name | |
Grant date | |
Number of securities underlying options (#) | | |
Exercise price of option awards ($/Sh) | | |
Grant date fair value of option awards ($) (1) | |
Gregory J. Trudel
| |
10/13/21 1/19/22 | |
| 75,000 70,000 | | |
| 1.40 1.35 | | |
| 59,831 53,848 | |
David W. Newton | |
10/13/21 | |
| 30,000 | | |
| 1.40 | | |
| 23,932 | |
Brian Jackman | |
10/13/21 | |
| 10,000 | | |
| 1.40 | | |
| 7,977 | |
| (1) | Grant date fair value of option awards was determined pursuant to ASC Topic 718. Assumptions used in
the calculations of these amounts are set forth in Footnote 3 to our Financial Statements included in our Annual Report on Form 10-K for
the fiscal year ended March 31, 2022. |
Options Exercised in Fiscal Year 2022
Name | |
Number of securities acquired on exercise (#) | | |
Value realized upon exercise ($) (1) | |
Gregory J. Trudel
| |
| 75,000 70,000 | | |
| 37,500 82,600 | |
David W. Newton | |
| 15,000 | | |
| 7,500 | |
Brian Jackman | |
| 10,000 | | |
| 11,300 | |
| (1) | The value realized equals the excess of the fair market value of our common stock at exercise over the
option exercise price, multiplied by the number of shares for which the option was exercised. |
Outstanding Options at Fiscal Year-End 2022
The following table sets
forth certain information regarding the number and value of exercisable and unexercisable options to purchase shares of common stock held
as of March 31, 2022 by the Named Executive Officers.
Name | |
Number
of securities underlying unexercised options (#)
exercisable | |
Number
of securities underlying unexercised options (#)
unexercisable | |
| Option
exercise price
($/Sh) | | |
Option
expiration date |
Gregory J. Trudel
| |
9,289 6,565 120,889 2,631 4,422 3,272 ― ―
| |
711 2,435 79,111 2,369 5,578 6,728 75,000 70,000
| |
| 0.46 0.38 0.34 0.35 0.41 0.50 1.40 1.35 | | |
11/07/22 11/08/23 06/27/24 11/12/24 03/12/25 11/12/25 01/13/27 04/19/27 |
David W. Newton
| |
9,289 6,565 2,631 4,917 4,422 3,272 ―
| |
711 2,435 2,369 5,083 5,578 6,728 30,000
| |
| 0.46 0.38 0.35 0.35 0.41 0.50 1.40 | | |
11/07/22 11/08/23 11/12/24 01/14/25 04/13/15 11/12/25 01/13/27
|
Brian Jackman | |
13,933 12,756 12,533 2,631 2,100 3,272 ― | |
1,067 7,244 7,467 2,369 2,900 6,728 10,000 | |
| 0.46 0.33 0.38 0.35 0.55 0.50 1.40 | | |
11/07/22 04/23/24 05/13/24 11/12/24 05/25/25 11/12/25 01/13/27 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets
forth, as of June 27, 2022, the number of shares of our common stock, based upon 11,719,543 shares outstanding, owned by any person who
is known by us to be the beneficial owner of more than 5% of our voting securities, by all individual directors, by all current Named
Executive Officers, and by all current executive officers and directors as a group:
Beneficial Owner(1) | |
Shares Beneficially Owned(2) | | |
Percent of Class
|
Vern D. Kornelsen(3) | |
| 3,332,533 | | |
| 28.31 | % |
Robert H. Fries(4) | |
| 609,241 | | |
| 5.17 | % |
David W. Newton(5) | |
| 373,174 | | |
| 3.17 | % |
Gregory J. Trudel(6) | |
| 264,330 | | |
| 2.22 | % |
Patrick W. Pace, M.D.(7) | |
| 210,134 | | |
| 1.78 | % |
All executive officers and directors as a group (7 Persons) (8) | |
| 4,920,678 | | |
| 40.31 | % |
Other Shareholders holding 5% or more: | |
| | | |
| | |
CMED Partners LLLP(9) | |
| 3,280,470 | | |
| 27.99 | % |
DAFNA Capital Management, LLC(10) | |
| 964,662 | | |
| 8.23 | % |
Charles E. Sheedy(11) | |
| 953,319 | | |
| 8.13 | % |
| (1) | The address of each director and officer of the Company is 6797 Winchester Circle, Boulder, CO 80301. |
| (2) | Shares not outstanding but deemed beneficially owned by virtue of an individual executive officer’s
or director’s right to acquire them as of June 27, 2022, or within 60 days of such date, are treated as outstanding when determining
the percent of the class owned by such individual and when determining the percent owned by all executive officers and directors as a
group. Unless otherwise indicated, each person named or included in the group has sole voting and investment power with respect to the
shares of Common Stock set forth opposite the shareholder's name. |
| (3) | Includes 3,280,470 shares owned by CMED Partners LLLP, of which Mr. Kornelsen is the General Partner,
and 52,063 shares issuable pursuant to options exercisable as of June 27, 2022, or within 60 days of such date. |
| (4) | Includes 54,241 shares of common stock issuable pursuant to options exercisable as of June 27, 2022, or
within 60 days of such date. |
| (5) | Includes 35,008 shares issuable pursuant to options exercisable as of June 27, 2022, or within 60 days
of such date. |
| (6) | Includes 169,808 shares issuable pursuant to options exercisable as of June 27, 2022, or within 60 days
of such date. |
| (7) | Includes 71,302 shares issuable pursuant to options exercisable as of June 27, 2022, or within 60 days
of such date. |
| (8) | Includes 487,516 shares issuable pursuant to options exercisable as of June 27, 2022, or within 60 days
of such date. |
| (9) | The address of CMED Partners LLLP is 4605 S. Denice Drive, Englewood, CO 80111. Mr. Kornelsen is indirectly the beneficial owner of
these shares since he is the General Partner of CMED Partners LLLP. |
| (10) | Based solely on Schedule 13G/A, filed February 14, 2022. The address of DAFNA Capital Management, LLC is 10990 Wilshire Boulevard,
Suite 1400, Los Angeles, CA 90024. |
| (11) | Based solely on Schedule 13G/A, filed September 3, 2014. The address of Charles E. Sheedy is 909 Fannin Street, Houston, TX 77010. |
RELATED PARTY TRANSACTIONS
During the 2022 fiscal year, we
paid $71,908 in compensation paid to an entity controlled by our board member Mr. Fries for financial and tax consulting services provided
to us.
Section
16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires our directors, executive officers and holders of more than 10% of our common stock to file
initial reports of ownership and reports of changes in ownership of our common stock with the Securities and Exchange Commission. Based
solely upon a review of Forms 3 and 4 and amendments thereto furnished to us during the fiscal year ended March 31, 2022, to our knowledge,
our directors, officers and holders of more than 10% of our common stock have timely filed all Section 16(a) reports, except that (i)
Messrs. Trudel, Newton and Jackman each filed one late Form 4 report.
Audit Committee Report
Our board of directors maintains
an audit committee comprised of our outside directors. The board of directors and the audit committee believe that the audit committee’s
current members are “independent directors” as defined by the applicable regulations of the SEC as currently in effect and
applicable to us.
The audit committee reviews and
reassesses the adequacy of its charter on an annual basis. Management has the primary responsibility for the financial statements and
the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the committee reviewed
the audited financial statements in the Annual Report with management including a discussion of the quality, not just the acceptability,
of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.
The audit committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of
our accounting principles and such other matters as are required to be discussed with the committee under generally accepted auditing
standards, including Statement on Auditing Standards No. 61. In addition, the audit committee has discussed with the independent auditors
the auditors’ independence from management and us including the matters in the written disclosures and the letter from the independent
auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s
communication with the audit committee concerning independence.
The audit committee discussed
with our independent auditors the overall scope and plans for their audit. The audit committee meets with the independent auditors to
discuss the results of their examination, their evaluation of our internal controls, and the overall quality of our financial reporting.
In reliance on the reviews and discussions referred to above, the audit committee recommended to the board of directors, and the board
of directors has approved, that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal
year ended March 31, 2022, for filing with the Securities and Exchange Commission.
Submitted by the Audit Committee
Vern D. Kornelsen, Audit Committee Member
Patrick W. Pace, M.D., Audit Committee Member
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
(Proposal Item #2)
Our board of directors and audit
committee have selected Gries and Associates, LLC as our independent registered public accounting firm to audit our financial statements
for the fiscal year ending March 31, 2023. The decision to engage Gries and Associates, LLC was approved by our board of directors and
audit committee, and this appointment is being submitted to our shareholders for ratification at the Annual Meeting.
Gries and Associates, LLC served
as the principal accountant to audit our financial statements for the fiscal year ended March 31, 2022 and Eide Bailly LLP served as the
principal accountant to audit our financial statements for the fiscal year ended March 31, 2021.
On December 9, 2021, Eide Bailly LLP resigned as the
independent registered public accounting firm of Encision, Inc. The audit committee approved this resignation.
The audit reports of Eide Bailly LLP on the Company’s
financial statements as of and for the years ended March 31, 2021 and 2020 contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s two most recent years ended
March 31, 2021 and 2020, and for the subsequent interim period through September 30, 2021, the Company had no “disagreements”
(as described in Item 304(a)(1)(iv) of Regulation S-K) with Eide Bailly LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Eide Bailly LLP, would
have caused it to make reference in connection with its opinion to the subject matter of the disagreements.
During the Company’s two
most recent years ended March 31, 2021 and 2020, and for the subsequent interim period through September 30, 2021, there was no “reportable
event”, as that term is defined in Item 304(a)(1)(v) of Regulation S-K, and the instructions related thereto.
Effective December 9, 2021, in
connection with the resignation of Eide Bailly LLP, upon the approval of its board of directors, the Company engaged Gries and Associates,
LLC as its new independent registered public accounting firm to audit and review the Company’s financial statements The audit committee
approved this engagement.
During the Company’s fiscal
years ended March 31, 2021 and 2020, and for the subsequent interim period through September 30, 2021, neither the Company nor anyone
on its behalf consulted Gries and Associates, LLC regarding (i) the application of accounting principles to a specified transaction, either
completed or proposed; or on the type of audit opinion that might be rendered on the financial statements of the Company, and neither
a written report nor oral advice was provided to the Company that Gries and Associates, LLC concluded was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either
the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v)
of Regulation S-K.
We do not expect that a representative of Gries and Associates, LLC will
be present at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR RATIFICATION OF GRIES AND ASSOCIATES, LLC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
MARCH 31, 2023.
Audit Fees
Audit fees and related expenses
for the fiscal year ended March 31, 2022 audit by Gries and Associates, LLC were $3,000 and by Eide Bailly LLP $60,125. Audit fees and
related expenses for the fiscal year ended March 31, 2021 audit by Eide Bailly LLP were $60,194.
Audit-Related Fees
Audit-related expenses were $15,600
to Eide Bailly LLP related to the review of the financial statements contained in our quarterly 10-Q filings for fiscal years ended March
31, 2021.
Tax Fees
Tax planning fees to Gries and
Associates, LLC were none for the fiscal year ended March 31, 2022 and to Eide Bailly LLP for services were $5,000 for the fiscal year
ended March 31, 2021.
All Other Fees
Gries and Associates, LLC and
Eide Bailly LLP did not render any services related to other fees for the fiscal years ended March 31, 2022 and 2021.
Approval of Auditor Services and Fees
Our audit committee ensures
that we engage our independent public accountants to provide only audit and non-audit services that are compatible with maintaining the
independence of our independent public accountants. Our audit committee approves or pre-approves all services provided by our independent
public accountants. Permitted services include audit and audit-related services, tax and other non-audit related services. Certain services
are identified as restricted. All fees identified in the preceding first two paragraphs were approved by our audit committee.
NON-BINDING ADVISORY
VOTE ON EXECUTIVE COMPENSATION
(Proposal Item #3)
Section
14A of the Securities Exchange Act requires public companies to conduct a separate stockholder advisory vote on executive compensation
as disclosed in the Executive Compensation section of the annual proxy statement. While this advisory vote, commonly referred to as a
“say-on-pay” vote, is non-binding, the Board of Directors and the Compensation Committee will review and consider the voting
results when making future decisions regarding our executive compensation programs.
We
urge shareholders to carefully read the Executive Compensation section of this proxy statement, which describes the executive compensation
paid to our executive officers. Our Board of Directors and our Compensation Committee believe that the compensation paid to our executive
officers is effective in achieving our compensation objectives.
In
accordance with Section 14A of the Securities Exchange Act, we are asking shareholders to approve the following advisory resolution at
the 2022 Annual Meeting:
“RESOLVED,
that the shareholders of Encision Inc. approve, on an advisory basis, the compensation of the Company's executive officers as disclosed
in the Executive Compensation section of the proxy statement for the Company's 2022 Annual Meeting.”
The
affirmative vote of a majority of the votes cast will be required to approve the resolution.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR A NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION.
Unless
marked otherwise, proxies received will be voted FOR the resolution.
OTHER MATTERS
We know of no other matters that
may come before the meeting. However, if any additional matters are properly presented at the meeting, it is intended that the persons
named in the enclosed Proxy Card, or their substitutes, will vote such proxy in accordance with their judgment on such matters.
ANNUAL REPORT TO SHAREHOLDERS
Our Annual Report for the fiscal
year ended March 31, 2022, including audited Financial Statements for the year then ended, as filed with the Securities and Exchange Commission
on Form 10-K is being mailed to shareholders on or about July 13, 2022 with these proxy materials.
In an effort to reduce printing
costs and postage fees, we have adopted a practice approved by the Securities and Exchange Commission called “householding”.
Under this practice, shareholders who have the same address and last name and do not participate in electronic delivery of proxy materials
will receive only one copy of our proxy materials unless one or more of these shareholders notifies us that they wish to continue receiving
individual copies. Shareholders who participate in householding will continue to receive separate proxy cards.
If you share an address with another
shareholder and received only one set of proxy materials and would like to request a separate copy of these materials and/or future proxy
materials, please send your request to: 6797 Winchester Circle, Boulder, CO 80301, Attention: Mala Ray. You may also contact us if you
received multiple copies of the proxy materials and would prefer to receive a single copy in the future.
IN ORDER THAT YOUR SHARES MAY
BE REPRESENTED IF YOU DO NOT PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY. IN THE EVENT THAT YOU
ARE ABLE TO ATTEND THE MEETING, WE WILL, IF YOU REQUEST, CANCEL THE PROXY CARD.
SIGNATURE
By Order of the Board of Directors
/s/ Gregory J. Trudel
President and CEO
Boulder, Colorado
July 13, 2022
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