UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed
by the Registrant ☒
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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☒ |
Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material Pursuant to Section 240.14a-12
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RELIANCE
GLOBAL GROUP, INC.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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No
fee required.
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Fee
paid previously with preliminary materials. |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
300
Blvd. of the Americas, Suite 105
Lakewood,
New Jersey 08701
September
21, 2022
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
the Stockholders of Reliance Global Group, Inc.:
You
are cordially invited to attend the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) of Reliance Global Group,
Inc., a Florida corporation (the “Company”). The meeting will be held on Thursday, October 27, 2022 at 12:00 p.m.
Eastern Time at the offices of the Company, 300 Blvd. of the Americas, Suite 105, Lakewood, New Jersey 08701. The purpose of the 2022
Annual Meeting and the matters to be acted on are stated below. The Board of Directors knows of no other business that will come before
the 2022 Annual Meeting.
At
the 2022 Annual Meeting, stockholders will vote on the following matters:
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(1) |
to
elect the five (5) nominees for director named herein to our Board of Directors, each to serve a one-year term expiring at the 2023
Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified; |
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(2)
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to
ratify the appointment of Mazars USA LLP as our independent registered public accounting
firm for our fiscal year ending on December 31, 2022;
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(3) |
to
approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement; |
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(4) |
to
recommend, on an advisory basis, a three-year frequency for holding an advisory vote on executive compensation; and |
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(5) |
to
transact such other business as may properly come before the 2022 Annual Meeting or any adjournments or postponements of the 2022
Annual Meeting. |
The
matters listed in this notice of meeting are described in detail in the accompanying Proxy Statement. The Board of Directors has fixed
the close of business on September 6, 2022 as the record date (the “Record Date”) for determining those stockholders
who are entitled to notice of and to vote at the 2022 Annual Meeting or any adjournment or postponement of the 2022 Annual Meeting. The
list of the stockholders of record as of the Record Date will be made available for inspection at the 2022 Annual Meeting and will also
be available for inspection during the ten days preceding the meeting at the Company’s offices located at 300 Blvd. of the Americas,
Suite 105, Lakewood, New Jersey 08701.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 27, 2022.
On
or about September 26, 2022, we will begin mailing this proxy statement and our Annual Report on Form 10-K for the year ended
December 31, 2021.
YOUR
VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE 2022 ANNUAL MEETING, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY
AS POSSIBLE BY USING THE INTERNET OR THE DESIGNATED TOLL-FREE TELEPHONE NUMBER, OR BY SIGNING, DATING AND RETURNING BY MAIL THE PROXY
CARD ENCLOSED WITH THE PROXY MATERIALS. IF YOU DO NOT RECEIVE THE PROXY MATERIALS IN PRINTED FORM AND WOULD LIKE TO SUBMIT A PROXY BY
MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INLCUDING THE PROXY) AND SUCH MATERIALS WILL BE SENT TO YOU.
On
behalf of the Board of Directors and the employees of Reliance Global Group, Inc. we thank you for your continued support and look forward
to speaking with you at the 2022 Annual Meeting.
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/s/
Ezra Beyman |
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Ezra
Beyman |
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Chairman
and Chief Executive Officer |
300
Blvd. of the Americas, Suite 105
Lakewood,
New Jersey 08701
PROXY
STATEMENT
For
the 2022 Annual Meeting of Stockholders to be held on October 27, 2022
GENERAL
INFORMATION
We
are providing these proxy materials to holders of shares of common stock, $0.086 par value per share, of Reliance Global Group, Inc.,
a Florida corporation (including its consolidated subsidiaries, referred to herein as “Reliance Global Group,” the “Company,”
“we,” or “us”), in connection with the solicitation by the Board of Directors of Reliance Global Group (the “Board
of Directors”) of proxies to be voted at our 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) to be
held on October 27, 2022, beginning at 12:00 p.m., Eastern Time, at the offices of the Company, 300 Blvd. of the Americas, Suite
105, Lakewood, New Jersey 08701. The purpose of the 2022 Annual Meeting and the matters to be acted on are stated in the accompanying
Notice of Annual Meeting of Stockholders. The Board of Directors knows of no other business that will come before the 2022 Annual Meeting.
The
Board of Directors is soliciting votes (1) FOR each of the five (5) directors named herein for election to the Board of
Directors; (2) FOR the ratification of the appointment of Mazars USA LLP as our independent registered public accounting firm
for the fiscal year ending on December 31, 2022; (3) FOR the approval, on an advisory basis, of the compensation of our named
executive officers, as disclosed in this proxy statement; and (4) FOR the recommendation, on an advisory basis, of a
three-year frequency for holding an advisory vote on executive compensation.
ANNUAL
MEETING ADMISSION
Only
stockholders as of September 6, 2022 (the “Record Date”) may attend the 2022 Annual Meeting. If you attend, please
note that you will be asked to present government-issued identification (such as a driver’s license or passport) and evidence of
your share ownership of our common stock on the Record Date. Such evidence of ownership can be your proxy card. If your shares are held
beneficially in the name of a bank, broker or other holder of record and you plan to attend the 2022 Annual Meeting, you will be required
to present proof of your ownership of our common stock on the Record Date, such as a bank or brokerage account statement or voting instruction
card, to be admitted to the 2022 Annual Meeting.
No
cameras, recording equipment or electronic devices will be permitted in the 2022 Annual Meeting.
Information
on how to obtain directions to attend the 2022 Annual Meeting is available at: https://www.relianceglobalgroup.com/.
ADDITIONAL
INFORMATION ABOUT THESE PROXY MATERIALS AND VOTING
We
are providing you with these proxy materials because the Board of Directors, is soliciting your proxy to vote at the 2022 Annual Meeting
including at any adjournments or postponements thereof, to be held on October 27, 2022 at 12:00 p.m. Eastern Time.
You
are invited to attend the 2022 Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to
attend the 2022 Annual Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy. The purpose
of the 2022 Annual Meeting and the matters to be acted on are stated in the accompanying Notice of Annual Meeting of Stockholders. The
Board of Directors knows of no other business that will come before the 2022 Annual Meeting. The proxy materials, including this Proxy
Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Annual Report”), are
being distributed and made available on or about September 26, 2022.
Q: |
Why
am I receiving these materials? |
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A: |
We
have sent you these proxy materials because the Board of Directors of Reliance Global Group is soliciting your proxy to vote at the
2022 Annual Meeting, including at any adjournments or postponements of the 2022 Annual Meeting. |
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Q: |
Who
can vote at the 2022 Annual Meeting? |
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A: |
Only
stockholders of record at the close of business on September 6, 2022 (the “Record Date”), will be entitled to
vote at the 2022 Annual Meeting. On the Record Date, there were 18,054,469 shares of common stock outstanding and entitled
to vote. |
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Stockholder
of Record: Shares Registered in Your Name |
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If
on September 6, 2022 your shares were registered directly in your name with the Company’s transfer agent, VStock Transfer,
LLC, then you are a stockholder of record. As a stockholder of record, you may directly vote your shares in person at the 2022 Annual
Meeting or submit a proxy to have your shares voted. We urge you to fill out and return the enclosed proxy card or submit a proxy
on the internet as instructed below to ensure your vote is counted. |
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Beneficial
Owner: Shares Registered in the Name of a Broker or Bank |
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If
on September 6, 2022 your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or
other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials
are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record
for purposes of voting at the 2022 Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent
regarding how to vote the shares in your account. You will receive voting instructions from your broker, bank or nominee describing
the available processes for voting your stock. |
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Q: |
What
information is contained in the Proxy Statement? |
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A: |
The
information included in this Proxy Statement relates to the proposals to be voted on at the 2022 Annual Meeting, the voting process,
the compensation of our directors and executive officers, and other required information. |
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Q: |
How
do I get electronic access to the proxy materials? |
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A: |
This
Proxy Statement and the 2021 Annual Report are available at https://relianceglobalgroup.com/. |
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Q: |
What
items of business will be voted on at the 2022 Annual Meeting? |
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A: |
The
four (4) items of business scheduled to be voted on at the 2022 Annual Meeting are: (1) the election of our five (5) nominee directors
named herein; (2) the ratification of Mazars USA LLP as our independent registered public accounting firm for the fiscal year ending
on December 31, 2022; (3) the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in
this proxy statement; and (4) the recommendation, on an advisory basis, of a three-year frequency for holding an advisory vote on
executive compensation. We will also consider any other business that properly comes before the 2022 Annual Meeting. |
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Q: |
How
does the Board of Directors recommend that I vote? |
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A: |
The
Board of Directors recommends that you vote your shares (1) FOR the five (5) nominee directors named herein for election to
the Board of Directors; (2) FOR the ratification of the appointment of Mazars USA LLP as our independent registered public
accounting firm for the fiscal year ending on December 31, 2022; (3) FOR the approval, on an advisory basis, of the compensation
of our named executive officers ,as disclosed in this proxy statement; and (4) FOR the recommendation, on an advisory basis,
of a three-year frequency for holding an advisory vote on executive compensation. |
Q: |
What
shares can I vote? |
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A: |
You
may vote or cause to be voted all shares owned by you as of the close of business on September 6, 2022, the Record Date. These
shares include: (1) shares held directly in your name as a stockholder of record; and (2) shares held for you, as the beneficial
owner, through a broker or other nominee, such as a bank. |
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Q: |
How
may I vote? |
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A: |
You
may either vote FOR any of the nominees to the Board of Directors or you may WITHHOLD your vote for any nominee you
specify. With respect to Proposals 2, 3 and 4, you may vote FOR, AGAINST, or ABSTAIN. |
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The
procedures for voting are fairly simple: |
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Stockholder
of Record: Shares Registered in Your Name |
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If
you are a stockholder of record, you may have your shares voted in person at the 2022 Annual Meeting or by proxy using the enclosed
proxy card, or submit your proxy through the internet or by telephone. We urge you to have your shares voted by proxy to ensure your
vote is counted. |
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To
have your shares voted using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the
envelope provided. If you return your signed proxy card to us before the 2022 Annual Meeting, the proxyholder will vote your shares
as you direct. |
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To
have your shares voted through a proxy submitted by the internet, go to http://www.voteproxy.com to complete
an electronic proxy card. You will be asked to provide the Company number and control number from the enclosed proxy card. Your internet
or telephonic proxy must be received by 11:59 p.m., Eastern Time on October 26, 2022 to be counted. |
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Beneficial
Owner: Shares Registered in the Name of Broker or Bank |
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If
you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a voting
instruction form with these proxy materials from that organization rather than from Reliance Global Group. Follow the instructions
from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form. |
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Q: |
How
many votes do I have? |
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A: |
On
each matter to be voted upon, you have one vote for each share of common stock you own as of September 6, 2022. |
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Q: |
What
happens if I do not vote? |
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Stockholder
of Record: Shares Registered in Your Name |
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If
you are a stockholder of record and do not vote in person or proxy by completing your proxy card or submitting your proxy through
the internet or by telephone, your shares will not be voted. |
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Beneficial
Owner: Shares Registered in the Name of Broker or Bank |
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If
you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether
your broker or nominee will still be able to vote your shares depends on whether the New York Stock Exchange (the “NYSE”)
deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed”
shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine”
matters. Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect
the rights or privileges of stockholder, such as mergers, stockholder proposals, elections of directors (even if not contested),
executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes
on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker or
nominee may not vote your shares on Proposals 1, 3 or 4 without your instructions, but may vote your shares on Proposal 2 even in
the absence of your instruction. |
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Q: |
What
if I return a proxy card or otherwise submit a proxy but do not make specific choices? |
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A: |
If
you are a record holder and return a signed and dated proxy card or otherwise submit a proxy without marking voting selections, your
shares will be voted, as applicable, FOR the election of all five (5) nominees for director and FOR Proposals 2 and 3 and FOR a three
year frequency for holding an advisory vote on executive compensation. If any other matter is properly presented at the 2022 Annual
Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares in accordance with the Board of
Directors’ recommendations. |
Q: |
Can I change my vote
or revoke my proxy? |
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A: |
You may change your vote
or revoke your proxy at any time before the final vote at the 2022 Annual Meeting. To change how your shares are voted or to revoke
your proxy if you are the record holder, you may (1) notify our Corporate Secretary in writing at Reliance Global Group, Inc., 300
Blvd. of the Americas, Suite 105, Lakewood, New Jersey 08701; (2) submit a later-dated proxy (either by mail or internet), subject
to the voting deadlines that are described on the proxy card or voting instruction form, as applicable; or (3) deliver to our Corporate
Secretary another duly executed proxy bearing a later date. You may also revoke your proxy by attending the 2022 Annual Meeting and
voting in person. Attendance at the 2022 Annual Meeting alone will not revoke your proxy. |
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For shares you hold beneficially,
you may change your vote by following the instructions provided by your broker or bank. |
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Q: |
Who can help answer
my questions? |
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A: |
If you have any questions
about the 2022 Annual Meeting or how to vote, submit a proxy or revoke your proxy, or you need additional copies of this Proxy Statement
or voting materials, you should contact the Corporate Secretary, Reliance Global Group, Inc., 300 Blvd. of the Americas, Suite 105,
Lakewood, New Jersey 08701, or by phone at (732) 380-4600. |
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Q: |
How are votes counted? |
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A: |
In the election of directors,
you may vote FOR the five (5) nominee directors named herein or you may direct your vote to be WITHHELD with respect
to any or all of the five (5) nominees. |
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With
respect to Proposal 2. On this proposal, if you ABSTAIN, it has the same effect as a vote
AGAINST.
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With
respect to Proposal 3, if you ABSTAIN, it has the same effect as a vote AGAINST.
With
respect to Proposal 4, if you ABSTAIN, it has no effect.
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If you provide specific
instructions, your shares will be voted as you instruct. If you are a record holder and you submit your proxy card with no further
instructions, your shares will be voted in accordance with the recommendations of the Board of Directors, namely (1) FOR each
of the five (5) nominees for election to the Board of Directors; (2) FOR the ratification of the appointment of Mazars USA
LLP as our independent registered public accounting firm for the year ending December 31, 2022; (3) FOR the approval, on an
advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement; and (4) FOR the
recommendation, on an advisory basis, of a three-year frequency for holding an advisory vote on executive compensation. If any other
matters properly arise at the meeting, your proxy, together with the other proxies received, will be voted in accordance with the
recommendation of the Board of Directors. If you are a beneficial owner, please follow the instruction provided to you by your broker,
bank or other nominee. |
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Q: |
What is a quorum
and why is it necessary? |
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A: |
Conducting
business at the 2022 Annual Meeting requires a quorum. A quorum will be present if stockholders holding at least a majority of the
shares entitled to vote on September 6, 2022 represented in person or proxy are present at the 2022 Annual Meeting in person
or by proxy. Abstentions are treated as present for purposes of determining whether a quorum exists. Your shares will be counted
towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or
if you vote at the 2022 Annual Meeting. If you are a beneficial owner whose shares are held by a broker, bank or other nominee, you
must instruct the broker, bank or nominee how to vote your shares. If you do not provide voting instructions, your shares will not
be voted on proposals on which brokers do not have discretionary authority. This is called a “broker non-vote.” Broker
non-votes are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the 2022 Annual
Meeting may be adjourned by the holders of a majority of the shares represented, and who would be entitled to vote at a meeting if
a quorum were present to another date. |
Q: |
What is the voting
requirement to approve each of the proposals? |
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A: |
For Proposal 1 (the election
of directors), the five (5) persons named herein receiving the highest number of FOR votes (from the holders of votes of shares present
in person or represented by proxy at the 2022 Annual Meeting and entitled to vote on the election of directors) will be elected.
Only votes FOR will affect the outcome. Abstentions, WITHHELD votes and broker non-votes will have no effect on the
outcome of the vote as long as each nominee receives at least one FOR vote. You do not have the right to cumulate your votes. |
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To
be approved, Proposal 2 (ratification of the appointment of Mazars USA LLP, as our independent registered public accounting firm
for the year ending December 31, 2022), the votes cast by holders of the shares represented at the 2022 Annual Meeting favoring
the proposal must exceed the votes cast opposing the proposal. Accordingly, abstentions on this proposal will have the same effect
as a vote AGAINST the proposal. Because Proposal 2 is a routine matter for which brokers have discretion, broker non-votes
will not exist for this matter. Proposal 2 is an advisory vote, and therefore is not binding on us, the Audit Committee of the
Board of Directors or the Board of Directors. If our stockholders fail to ratify the appointment, the Audit Committee will reconsider
whether or not to retain that firm. Even if the appointment is ratified, the Audit Committee in its discretion may direct the
appointment of different independent auditors at any time during the year if it determines that such a change would be in the
best interests of Reliance Global Group and its stockholders.
To
be approved, Proposal 3, which relates to the approval, on an advisory basis, of the compensation of our named executive officers,
the votes cast by holders of the shares represented at the 2022 Annual Meeting favoring the proposal must exceed the votes cast opposing
the proposal. Abstentions will have the same effect as an AGAINST vote. Broker non-votes will have no effect. This vote is advisory,
and therefore is not binding on us, the Compensation Committee or the Board of Directors. The Board of Directors and Compensation
Committee value the opinions of our stockholders and to the extent there is any significant vote against the named executive officers’
compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and the Compensation Committee
will evaluate whether any actions are necessary to address those concerns.
For
Proposal 4, which relates to the recommendation, on an advisory basis, of the frequency for holding an advisory vote on the compensation
of our named executive officers, the frequency receiving the highest number of votes cast at the 2022 Annual Meeting will be the
frequency recommended by our stockholders. Only votes for 1 YEAR, 2 YEARS or 3 YEARS will affect the outcome. Abstentions and broker
non-votes will have no effect. However, because this vote is advisory and not binding on us, the Board of Directors or the Compensation
Committee, the Board of Directors and Compensation Committee may decide that it is in the best interests of our stockholders and
us to hold an advisory vote on executive compensation more or less frequently than the option approved by our stockholders. The Board
of Directors has indicated that it will implement the frequency recommended by our stockholders. |
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If your shares are held
in “street name” and you do not indicate how you wish to vote, your broker is permitted to exercise its discretion to
vote your shares on certain “routine” matters. The only routine matter to be submitted to our stockholders at the 2022
Annual Meeting is Proposal 2. If you do not direct your broker how to vote for Proposal 2 your broker may exercise discretion and
your broker may vote your shares on that proposal in its discretion. Therefore, it is important that you provide voting instructions
to your broker or other nominee, if you wish to determine the voting of your shares for Proposal 2. None of our other proposals are
routine matters. Accordingly, if you do not direct your broker how to vote for a director in Proposals 1, 3 and 4 your broker may
not exercise discretion and may not vote your shares on that proposal. |
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For purposes of Proposal
1, Proposal 3 and Proposal 4, broker non-votes are not considered to be “votes cast” at the 2022 Annual Meeting and the
shares represented by broker non-votes are not “entitled to vote” on those matters. As such, a broker non-vote will not
be counted as a vote FOR or WITHHELD with respect to a director in Proposal 1, a vote FOR or AGAINST with respect to
Proposal 3, or a vote for a frequency of 1 YEAR, 2 YEARS or 3 YEARS with respect to Proposal 4; and, therefore, will have no effect
on the outcome of the vote on any such proposal. Abstentions will be counted in determining the total number of shares present in
person or represented by proxy and entitled to vote on each of the proposals and will therefore have the effect of a vote AGAINST
Proposal 2 and Proposal 3, and will have no effect on the outcome of the vote on Proposal 1 and Proposal 4. |
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We encourage you to vote
FOR each of the nominees named in Proposal 1, FOR Proposal 2, FOR Proposal 3, and FOR a three- year frequency for Proposal 4. |
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Q: |
What should I do
if I receive more than one Proxy Statement? |
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A: |
You
may receive more than one Proxy Statement. For example, if you are a stockholder of record and your shares are registered in
more than one name, you will receive more than one Proxy Statement. Please follow the voting instructions on all of the Proxy
Statements to ensure that all of your shares are voted.
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Q: |
Where can I find
the voting results of the 2022 Annual Meeting? |
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A: |
We intend to announce preliminary
voting results at the 2022 Annual Meeting and publish final results in a Current Report on Form 8-K, which will be filed within four
(4) business days of the 2022 Annual Meeting. If final voting results are not available to us in time to file a Current Report on
Form 8-K within four (4) business days after the 2022 Annual Meeting, we intend to file a Current Report on Form 8-K to publish preliminary
results and, within four (4) business days after the final results are known to us, file an additional Current Report on Form 8-K
to publish the final results. |
Q: |
What happens if additional
matters are presented at the 2022 Annual Meeting? |
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A: |
Other
than the four (4) items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at
the 2022 Annual Meeting. If you grant a proxy, the persons named as proxy holders, Mr. Ezra Beyman, our Chief Executive Officer,
and Mr. William Lebovics, our Chief Financial Officer, will have the discretion to vote your shares on any additional matters properly
presented for a vote at the 2022 Annual Meeting. If for any unforeseen reason any of our nominees are not available as a candidate
for director, the persons named as proxy holders will vote your proxy for any one or more other candidates nominated by the Board
of Directors. |
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Q: |
How many shares are
outstanding and how many votes is each share entitled? |
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A: |
Each
share of our common stock that is issued and outstanding as of the close of business on September 6, 2022, the Record Date,
is entitled to be voted on all items being voted on at the 2022 Annual Meeting, with each share being entitled to one vote on each
matter. As of the Record Date, September 6, 2022, 18,054,469 shares of common stock were issued and outstanding. |
Q: |
Who will count the
votes? |
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A: |
One or more inspectors
of election will tabulate the votes. |
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Q: |
Is my vote confidential? |
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A: |
Proxy instructions, ballots,
and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote
will not be disclosed, either within Reliance Global Group or to anyone else, except: (1) as necessary to meet applicable legal requirements;
(2) to allow for the tabulation of votes and certification of the vote; or (3) to facilitate a successful proxy solicitation. |
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Q: |
Who will bear the
cost of soliciting votes for the 2022 Annual Meeting? |
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A: |
The Board of Directors
is making this solicitation on behalf of Reliance Global Group, which will pay the entire cost of preparing, assembling, printing,
mailing, and distributing these proxy materials. Certain of our directors, officers, and employees, without any additional compensation,
may also solicit your vote in person, by telephone, or by electronic communication. On request, we will reimburse brokerage houses
and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation
materials to stockholders. In addition to the use of the mail, proxies may be solicited by personal interview, telephone, telegram,
facsimile and advertisement in periodicals and postings, in each case by our directors, officers and employees without additional
compensation. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward solicitation materials to
beneficial owners and will be reimbursed for their reasonable expenses incurred in so doing. |
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Q: |
When are stockholder
proposals and director nominations due for next year’s Annual Meeting? |
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A: |
Stockholders
who intend to present proposals for inclusion in next year’s proxy materials at the
2023 Annual Meeting of Stockholders (“2023 Annual Meeting”) under SEC Rule 14a-8
must ensure that such proposals are received by the Corporate Secretary of the Company in
writing not later than May 24, 2023 at Reliance Global Group, Inc., 300 Blvd. of the
Americas, Suite 105, Lakewood, New Jersey 08701. If you wish to submit a proposal (including
a director nomination) at the 2023 Annual Meeting, you must comply with all applicable requirements
of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
|
|
|
|
See “Stockholder
Proposals For the 2023 Annual Meeting.” |
PROPOSAL
1
ELECTION
OF DIRECTORS
The
Board of Directors currently consists of five (5) directors. At the recommendation of our Nominating and Governance Committee, the Board
of Directors proposed that Ezra Beyman, Alex Blumenfrucht, Scott Korman, Ben Fruchtzweig and Sheldon Brickman for a one-year term expiring
at the 2023 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified or until such director’s
earlier death, resignation, disqualification, or removal.
Shares
represented by proxies will be voted “FOR” the election of each of the five (5) nominees named below, unless the proxy is
marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies
may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy
Statement and to serve if elected. Proxies may not be voted for more than two directors. Stockholders may not cumulate votes for the
election of directors.
The
following is a brief biography of each nominee and each director whose term will continue after the 2022 Annual Meeting.
Nominees
to the Board of Directors
Each
of the director nominees and their age and position with our company are provided in the table below and in the additional biographical
descriptions set forth in the text below the table.
Name
of Director Nominee |
|
Age |
|
Position |
|
Director
Since |
Ezra
Beyman |
|
67 |
|
Chairman
and Chief Executive Officer |
|
2018 |
Alex
Blumenfrucht |
|
34 |
|
Director |
|
2018 |
Scott
Korman |
|
67 |
|
Director |
|
2019 |
Ben
Fruchtzeig |
|
58 |
|
Director |
|
2019 |
Sheldon
Brickman |
|
56 |
|
Director |
|
2020 |
Ezra
Beyman
Ezra
Beyman has served as the Chairman of our Board of Directors and our Chief Executive Officer since 2018. Mr. Beyman is the central force
leading the success and growth of Reliance Global Group, Inc. Drawing on his nearly three decades of entrepreneurial experience in real
estate and ten years in insurance, he has set his vision and acuity on one integrated goal: integrity and success. At one point in time
Mr. Beyman’s portfolio of commercial and residential properties comprised of approximately 40,000 units, as well as several insurance
agencies. In 1985, he founded a small mortgage brokerage, together with his wife, which he operated in his basement. From there, his
company rapidly grew into a dynamic force on the market. By 2008, he owned the third largest licensed mortgage brokerage in the U.S.,
having acquired numerous mortgage companies in the interim. He also expanded to real estate acquisition, having grown his portfolio to
over three billion dollars. In expanding his investments, Mr. Beyman began exploring opportunities in other markets, acquiring several
insurance agencies in both Florida and New Jersey. His ventures included entering the domains of warrantee and insurance carriers. Raised
in the New York metropolitan area, Mr. Beyman spent his secondary and post-secondary school years at Mesivta Tifereth Yerushalayim, where
he advanced his analytic abilities while mastering various areas of Talmudic studies, earning a position as one of the closest students
of the Dean. He earned his First Talmudic degree in 1975.
The
Board determined that Mr. Beyman’s business experience makes him an ideal director for the Company.
Alex
Blumenfrucht
Alex
Blumenfrucht has served as member of our board of directors since 2018 and served as our Chief Financial Officer (CFO) from 2018 until
June 1, 2022, at which time he resigned as our Chief Financial Officer and accepted employment as CFO of an unaffiliated company,
Future Care Consultants, where he remains employed to-the date of this filing. Prior to joining our Company, Mr. Blumenfrucht served
as an Audit & Assurance Professional at Deloitte & Touché, LLP from September 2015 until May 2018, where he successfully
led audit teams on both public and privately held corporations.
The
Board determined that Mr. Blumenfrucht’s extensive experience in internal control, financial analysis, and reporting for both private
and publicly traded companies is central to the Company’s management of finances, reporting, and controls and makes him an ideal
director.
Scott
Korman
Mr.
Korman has served on our board of directors since December 2019 and he currently serves as President of Nashone, Inc., a private equity
firm, which he founded in 1984. In this role, Mr. Korman is involved in financial advisory, M&A, and general management assignments.
He is a founder and Managing Member and CEO of Innervate Radiopharmaceuticals LLC since May 2019, CEO of Sentry Laboratories LLC
since February 2020 and CFO and board member of Adenocyte LLC since 2018. Mr. Korman previously served as Chairman
of Da-Tech Corporation, a Pennsylvania based contract electronics manufacturer and as Chairman and CEO of Best Manufacturing Group LLC,
a leading manufacturer and distributor of uniforms, napery, service apparel, and hospitality and healthcare textiles. Mr. Korman also
served as President and CEO of Welsh Farms Inc., a full-service dairy processor and distributor of milk, ice cream mix and ice cream
products. Mr. Korman received a B.S. degree in Economics from the University of Pennsylvania Wharton School. He has served as a member
of the Board of Directors of Tofutti Brands, Inc. since December 2011, and advises companies including Damina Advisors, CFO Squad, Beis
Capital LLC and Cinch Delivers LLC. He also serves on the boards of various not-for-profit groups.
The
Board determined that Mr. Korman’s business experience makes him an ideal director for the Company.
Ben
Fruchtzweig
Mr.
Fruchtzweig has served on our board of directors since December 2019 and brings decades of executive experience in accounting and financial
services. He currently serves on the board of Mosdos Beis Abba since June 2013. He has served as Chief Comptroller/Financial Analyst
at national financial services and investment companies. He received his NYS C.P.A license in 1987 and has worked at Deloitte Haskins
and Sells and other leading accounting firms. Currently, Mr. Fruchtzweig lectures on a variety of topics including business ethics. He
also serves on a voluntary basis as a trustee of a non-profit private foundation, which serves to provide the needed financial support,
services and guidance to qualifying individuals and families. Mr. Fruchtzweig graduated Magna Cum Laude from Queens College/C.U.N.Y.
in June 1985.
The
Board believes that his strong accounting and finance background makes him a strong director.
Sheldon
Brickman
Mr.
Brickman has served on our board of directors since August 2020 and has been President of Rockshore Advisors LLC since May, 2013 and
has over 25 years of M&A advisory and business development experience, totaling more than $40 billion in deal value. In addition,
he has also served as Chief Financial Officer of InfinT Acquisition Corporation since May 2021. He has worked for numerous multibillion-dollar
insurance carriers, including assignments for such companies as AIG, Aetna and National General. Sheldon has assisted international companies
(UAE, UK, Asia and Latin America), start-up operations, and regional insurance carriers. Mr. Brickman’s experience covers the property
casualty and life/health markets, including working with insurance carriers, managing general agencies, wholesalers, retailers and third-party
administrators.
The
Board determined that Mr. Brickman’s M&A and insurance industry experience makes him an ideal director for the Company.
Vote
Required
Provided
that a quorum is present, the nominees for director receiving a plurality of the votes cast at the 2022 Annual Meeting in person or by
proxy will be elected. Accordingly, the five (5) nominees receiving the highest number of votes will be elected.
Family
Relationships
There
are no arrangements between our directors and any other person pursuant to which our directors were nominated or elected for their positions.
Except for Ezra Beyman and Yaakov Beyman (father and son), there are no family relationships between any of our directors or executive
officers.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION
OF
THESE NOMINEES AS DIRECTORS
INFORMATION
REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Board
Diversity Matrix
Total
Number of Directors |
|
5 |
|
|
Female |
|
Male |
|
Non-Binary |
|
Did
Not Disclose Gender |
Part
I: Gender Identity |
|
|
Directors |
|
|
|
5 |
|
- |
|
- |
Part
II: Demographic Background |
|
|
African
American or Black |
|
- |
|
|
|
- |
|
- |
Alaskan
Native or Native American |
|
- |
|
- |
|
- |
|
- |
Asian |
|
- |
|
|
|
- |
|
- |
Hispanic
or Latinx |
|
- |
|
- |
|
- |
|
- |
Native
Hawaiian or Pacific Islander |
|
- |
|
- |
|
- |
|
- |
White |
|
|
|
5 |
|
- |
|
- |
Two
or More Races or Ethnicities |
|
- |
|
- |
|
- |
|
- |
LGBTQ+ |
|
- |
Did
Not Disclose Demographic Background |
|
- |
INFORMATION
REGARDING COMMITTEES OF THE BOARD OF DIRECTORS
Committees
of the Board of Directors
Our
Board has established three standing committees: an Audit Committee, a Nominating and Governance Committee and a Compensation Committee,
which are described below. Members of these committees are elected annually at a regular meeting of the Board of Directors held in conjunction
with the annual stockholders’ meeting. The charter of each committee is available on our website at www.relianceglobalgroup.com,
and our committee appointments are set forth above.
Audit
Committee
The
Audit Committee has authority to review our financial records, deal with our independent auditors, recommend to the Board policies with
respect to financial reporting, and investigate all aspects of our business. All of the members of the Audit Committee currently satisfy
the independence requirements and other established criteria of NASDAQ.
The
Audit Committee has sole authority for the appointment, compensation and oversight of the work of our independent registered public accounting
firm, and responsibility for reviewing and discussing with management and our independent registered public accounting firm our audited
consolidated financial statements included in our Annual Report on Form 10-K, our interim financial statements and our earnings press
releases. The Audit Committee also reviews the independence and quality control procedures of our independent registered public accounting
firm, reviews management’s assessment of the effectiveness of internal controls, discusses with management the Company’s
policies with respect to risk assessment and risk management and will review the adequacy of the Audit Committee charter on an annual
basis.
Scott
Korman, Ben Fruchtzweig and Sheldon Brickman who are all independent directors and sit on this Committee, with Scott Korman being the
Chair and Audit Committee Financial Expert.
Nominating
and Governance Committee
The
Nominating and Corporate Governance Committee has the following responsibilities: (a) setting qualification standards for director nominees;
(b) identifying, considering and nominating candidates for membership on the Board; (c) developing, recommending and evaluating corporate
governance standards and a code of business conduct and ethics applicable to the Company; (d) implementing and overseeing a process for
evaluating the Board, Board committees (including the Committee) and overseeing the Board’s evaluation of the Chairman and Chief
Executive Officer of the Company; (e) making recommendations regarding the structure and composition of the Board and Board committees;
(f) advising the Board on corporate governance matters and any related matters required by the federal securities laws; and (g) assisting
the Board in identifying individuals qualified to become Board members; recommending to the Board the director nominees for the next
annual meeting of shareholders; and recommending to the Board director nominees to fill vacancies on the Board.
The
Nominating and Governance Committee determines the qualifications, qualities, skills, and other expertise required to be a director and
to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director (the “Director
Criteria”); identifies and screens individuals qualified to become members of the Board, consistent with the Director Criteria.
The Nominating and Governance Committee considers any director candidates recommended by the Company’s shareholders pursuant to
the procedures described in the Company’s proxy statement, and any nominations of director candidates validly made by shareholders
in accordance with applicable laws, rules and regulations and the provisions of the Company’s charter documents. The Nominating
and Governance Committee makes recommendations to the Board regarding the selection and approval of the nominees for director to be submitted
to a shareholder vote at the Annual Meeting of shareholders, subject to approval by the Board. The Nominating and Governance Committee
does not have a set policy or process for considering diversity in identifying nominees, but strives to identity and recruit nominees
with a broad diversity of experience, talents, professions, backgrounds, perspective, age, gender, ethnicity and country of citizenship,
and who possess the commitment necessary to make a significant contribution to the Company. Board nominees should be committed to enhancing
long-term stockholder value and should possess high standards of integrity and ethical behavior.
Scott
Korman, Ben Fruchtzweig and Sheldon Brickman sit on this Committee with Sheldon Brickman being the Chair.
Compensation
Committee
The
Compensation Committee oversees our executive compensation and recommends various incentives for key employees to encourage and reward
increased corporate financial performance, productivity and innovation.
The
Compensation Committee is responsible for: (a) assisting our Board in fulfilling its fiduciary duties with respect to the oversight of
the Company’s compensation plans, policies and programs, including assessing our overall compensation structure, reviewing all
executive compensation programs, incentive compensation plans and equity-based plans, and determining executive compensation; and (b)
reviewing the adequacy of the Compensation Committee charter on an annual basis. The Compensation Committee, among other things, reviews
and approves the Company’s goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the Chief
Executive Officer’s performance with respect to such goals, and set the Chief Executive Officer’s compensation level based
on such evaluation. The Compensation Committee also considers the Chief Executive Officer’s recommendations with respect to other
executive officers and evaluates the Company’s performance both in terms of current achievements and significant initiatives with
long-term implications. It assesses the contributions of individual executives and recommend to the Board levels of salary and incentive
compensation payable to executive officers of the Company; compares compensation levels with those of other leading companies in similar
or related industries; reviews financial, human resources and succession planning within the Company; recommend to the Board the establishment
and administration of incentive compensation plans and programs and employee benefit plans and programs; recommends to the Board the
payment of additional year-end contributions by the Company under certain of its retirement plans; grants stock incentives to key employees
of the Company and administer the Company’s stock incentive plans; and reviews and recommends for Board approval compensation packages
for new corporate officers and termination packages for corporate officers as requested by management.
Scott
Korman, Ben Fruchtzweig and Sheldon Brickman sit on this Committee with Ben Fruchtzweig being the Chair.
Changes
in Nominating Procedures
None.
Board
Leadership Structure and Role in Risk Oversight
Although
we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we
have traditionally determined that it is in the best interests of the Company and its shareholders to partially combine these roles.
Due to the small size of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions
partially combined.
Our
Board is primarily responsible for overseeing our risk management processes. The Board receives and reviews periodic reports from management,
auditors, legal counsel, and others, as considered appropriate regarding the Company’s assessment of risks. The Board focuses on
the most significant risks facing the Company and our general risk management strategy, and also ensures that risks undertaken by us
are consistent with the Board’s risk parameters. While the Board oversees the Company, our management is responsible for day-to-day
risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing
the Company and that our board leadership structure supports this approach.
Delinquent
Section 16(a) Reports
Section
16(a) of Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of a registered class
of our equity securities to file with the Commission initial statements of beneficial ownership, statements of changes in beneficial
ownership and annual statement of changes in beneficial ownership with respect to their ownership of the Company’s securities,
on Form 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities
and Exchange Commission regulations to furnish our Company with copies of all Section 16(a) reports they file.
Based
solely on a review of the copies of such forms that were received by us, or written representations from certain reporting persons that
no Forms 5 were required for those persons, we are not aware of any failures to file reports or report transactions in a timely manner
during the most recent fiscal year or prior fiscal years that were not previously reported however, Mr. Ezra Beyman filed a late
Form 4 on June 1, 2021 with respect to one transaction and a late Form 4 on August 29, 2022 with respect to two transactions. Mr. Blumenfrucht
filed a late Form 4 on June 1, 2021 for one transaction, Mr. Lebovics filed a Form 3 on August 19, 2022, and Mr. Korman filed
a late Form 3 on August 30, 2022 and a late Form 4 on August 30, 2022 with respect two transactions. We intend to file an additional
late Form 4 for Mr. Korman with respect to an immaterial transaction, and we intend to file a late Form 3 for Joel Markovits, Ben Fruchtzeig
and Sheldon Brickman.
Board
and Committee Meetings
During
our fiscal year ended December 31, 2021, the Board of Directors held 7 meetings. During our fiscal year ended December 31, 2021, our
Audit Committee, Compensation Committee, and Nominating and Governance Committee met 6 times, 3 times, and 1 time, respectively. Each
of our incumbent directors that were directors during our fiscal year ended December 31, 2021 attended no less than 75% of the meetings
of the Board of Directors and Board committees on which such director served during 2021.
Board
Attendance at Annual Stockholders’ Meeting
Our
policy is to invite and encourage each member of the Board of Directors to be present at our annual meetings of stockholders (assuming
that we hold in-person annual meetings). We have previously not held any annual meetings.
Anti-Hedging/Anti-Pledging
Policy
We
have adopted an insider trading policy which incorporates anti-hedging and anti-pledging provisions. Consequently, no employee, executive
officer or director may enter into a hedge or pledge of our common stock, including short sales, derivatives, put options, swaps and
collars.
Stockholder
Communication with Directors
The
Board of Directors has established a process to receive communications from stockholders. Stockholders and interested parties who wish
to communicate with our Board of Directors, non-management members of our Board of Directors as a group, a committee of our Board of
Directors or a specific member of our Board of Directors (including our chairperson or lead independent director, if any) may do so by
letters addressed to the attention of our Corporate Secretary.
All
communications are reviewed by the Corporate Secretary and provided to the members of our Board of Directors as appropriate. Unsolicited
items, sales materials, those deemed to be frivolous or otherwise inappropriate materials and other routine items and items unrelated
to the duties and responsibilities of our Board of Directors will not be provided to directors.
The
address for these communications is:
Reliance
Global Group, Inc.
c/o
Corporate Secretary
300
Blvd. of the Americas, Suite 105
Lakewood,
New Jersey 08701
Code
of Ethics and Business Conduct
Our
Board has adopted a Code of Ethics and Business Conduct that applies to all of our employees, officers and directors including our principal
executive officer, principal financial officer and principal accounting officer. The Code of Ethics and Business Conduct has been filed
with the SEC, and is available free of charge, upon request to our Corporate Secretary at Reliance Global Group, Inc., 300 Blvd of the
Americas, Suite 105, Lakewood, New Jersey 08701; telephone number: (646) 240-4235. Any substantive amendment to the Code of Ethics and
Business Conduct, and any waiver of the Code of Ethics and Business Conduct for executive officers or directors, will be made only after
approval by the Board or a committee of the Board and will be disclosed on our website at relianceglobalgroup.com. In addition, any such
waiver will be disclosed within four days on a Form 8-K filed with the SEC if then required by applicable rules and regulations.
Stockholder
Recommendations for Nominations to the Board of Directors
The
Nominating and Governance Committee will consider director candidates recommended by stockholders. The Nominating and Governance Committee
does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether
or not the candidate was recommended by a stockholder.
Stockholders
who intend to present proposals for inclusion in next year’s proxy materials at the 2023 Annual Meeting of Stockholders under SEC
Rule 14a-8 must submit such proposals in writing by May 24, 2023 to Reliance Global Group, Inc., 300 Blvd. of the Americas,
Suite 105, Lakewood, New Jersey 08701, Attention: Corporate Secretary; however, if the annual meeting of stockholders is changed by more
than 30 days from the date of the previous year’s annual meeting, then the deadline will be a reasonable time prior to the time
that we begin to print and send our proxy materials, as specified in a Current Report on Form 8-K filed by us with the SEC.
DIRECTOR
COMPENSATION
The
following table shows for the fiscal year ended December 31, 2021 certain information with respect to the compensation of all of our
current and former non-employee directors:
Name | |
| | |
Fees earned or paid in cash
($)
| | |
Stock
awards ($) | | |
Un-exercisable
Option awards (#
of Shares) | | |
Non-equity
incentive plan compensation ($) | | |
Nonqualified
deferred compensation earnings ($) | | |
All
other compensation ($) | | |
Total (#
of Restricted Shares) | |
Ben Fruchtzweig | |
| 2021 | | |
| 22,500 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Director | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Scott Korman | |
| 2021 | | |
| 22,500 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Director | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Sheldon Brickman | |
| 2021 | | |
| 22,500 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Director | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
The
table below shows the aggregate number of option awards outstanding at fiscal year-end for each of our current and former non-employee
directors.
| |
Number
of Shares | |
| |
Subject
to Outstanding | |
| |
Options
as of | |
Name | |
December
31, 2021 | |
Ben
Fruchtzweig | |
| 4,083 | |
Scott
Korman | |
| 4,083 | |
Sheldon Brickman | |
| 4,083 | |
PROPOSAL
2
RATIFICATION
OF APPOINTMENT OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The
Audit Committee of the Board of Directors has selected Mazars USA LLP, an independent registered accounting firm, to audit the books
and financial records of the Company for the year ending December 31, 2022. Reliance Global Group is asking its stockholders to ratify
the appointment of Mazars USA LLP as Reliance Global Group’s independent registered public accounting firm for fiscal 2022.
A
representative of Mazars USA LLP is expected to be present either in person or via teleconference at the 2022 Annual Meeting and available
to respond to appropriate questions, and will have the opportunity to make a statement if he or she desires to do so.
Vote
Required
The
votes cast by holders of the shares represented at the 2022 Annual Meeting favoring the proposal must exceed the votes cast opposing
the proposal for approval of the proposal of the ratification of the appointment of Reliance Global Group’s independent registered
public accounting firm. Abstentions will be counted and will have the same effect as a vote against the proposal. Ratification of the
appointment of Mazars USA LLP by our stockholders is not required by law, our bylaws or other governing documents. As a matter of policy,
however, the appointment is being submitted to our stockholders for ratification at the 2022 Annual Meeting. If our stockholders fail
to ratify the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the appointment is ratified,
the Audit Committee, in its discretion, may direct the appointment of different independent auditors at any time during the year if they
determine that such a change would be in our best interest and the best interests of our stockholders.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE SELECTION OF MAZARS USA LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING ON DECEMBER 31, 2022.
AUDIT
COMMITTEE REPORT1
The
Audit Committee has reviewed and discussed Reliance Global Group’s audited consolidated financial statements as of and for the
year ended December 31, 2021 with the management of Reliance Global Group and Mazars USA LLP, Reliance Global Group’s independent
registered public accounting firm. Further, the Audit Committee has discussed with Mazars USA LLP the matters required by applicable
requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC, and other applicable regulations, relating
to the firm’s judgment about the quality, not just the acceptability, of Reliance Global Group’s accounting principles, the
reasonableness of significant judgments and estimates, and the clarity of disclosures in the consolidated financial statements.
The
Audit Committee also has received the written disclosures and the letter from Mazars USA LLP required by PCAOB Ethics and Independence
Rule 3526, Communication with Audit Committees Concerning Independence, which relate to Mazars USA LLP’s independence from
Reliance Global Group, and has discussed with Mazars USA LLP its independence from Reliance Global Group. The Audit Committee has also
considered whether the independent registered public accounting firm’s provision of non-audit services to Reliance Global Group
is compatible with maintaining the firm’s independence. The Audit Committee has concluded that the independent registered public
accounting firm is independent from Reliance Global Group and its management. The Audit Committee also considered whether, and determined
that, the independent registered public accounting firm’s provision of other non-audit services to us was compatible with maintaining
Mazars USA LLP’s independence. The Audit Committee also reviewed management’s report on its assessment of the effectiveness
of Reliance Global Group’s internal control over financial reporting. In addition, the Audit Committee reviewed key initiatives
and programs aimed at strengthening the effectiveness of Reliance Global Group’s internal and disclosure control structure. The
members of the Audit Committee are not our employees and are not performing the functions of auditors or accountants. Accordingly, it
is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing
or accounting reviews or procedures or to set auditor independence standards. Members of the Audit Committee necessarily rely on the
information provided to them by management and the independent auditors. Accordingly, the Audit Committee’s considerations and
discussions referred to above do not constitute assurance that the audit of our consolidated financial statements has been carried out
in accordance with the standards of the PCAOB or that our auditors are in fact independent.
Based
on the reviews, reports and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board approved,
that Reliance Global Group’s audited consolidated financial statements for the year ended December 31, 2021 be included in Reliance
Global Group’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the SEC. The Audit Committee has
recommended, and the Board of Directors has approved, subject to stockholder ratification, the selection of Mazars USA LLP as Reliance
Global Group’s independent registered public accounting firm for the year ending December 31, 2022.
Submitted
by the Audit Committee of the Board of Directors.
|
Members
of the Audit Committee |
|
|
|
Ben
Fruchtzweig
Scott
Korman
Sheldon
Brickman |
1
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not
incorporated by reference in any filing of Reliance Global Group under the Securities Act of 1933, as amended, or the Exchange Act, whether
made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Fees
Paid to the Independent Registered Public Accounting Firm
Mazars
USA LLP (“Mazars”) has served as our independent auditors since March 9, 2020. The appointment of Mazars as our independent
public accountants was unanimously approved by the Audit Committee and our Board of Directors. Mazars is the successor to our former
independent auditors, Friedman LLP (“Friedman”). Friedman served as our independent auditors from December 5, 2018 until
March 1, 2020.
The
following table sets forth the aggregate fees paid by Reliance LLC for the fiscal years ended December 31, 2021 and 2020 to our independent
auditors:
Auditors | |
Years | | |
Audit Fees | | |
Audit Related
Fees | | |
Tax Fees | | |
All Other Fees | |
Mazars USA LLP | |
| 2021 | | |
$ | 263,480 | | |
$ | 99,750 | | |
$ | 19,000 | | |
| — | |
Mazars USA LLP | |
| 2020 | | |
$ | 260,410 | | |
| — | | |
$ | 22,536 | | |
| — | |
Friedman, LLP | |
| 2021 | | |
| — | | |
| — | | |
| — | | |
| — | |
Friedman, LLP | |
| 2020 | | |
$ | 25,773 | | |
$ | 55,400 | | |
| — | | |
| — | |
Pre-Approval
Policies and Procedures
The
Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent
registered public accounting firm. The policy generally pre-approves specified services in the defined categories of audit services,
audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s
approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent
auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s
members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.
The
Audit Committee has determined that the rendering of non-audit services by Mazars USA LLP in 2021 and 2020 is compatible with maintaining
the principal accountant’s independence.
PROPOSAL
3
ADVISORY
VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION
In
accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) we are required
to provide our stockholders with the opportunity to cast an advisory vote on the compensation of our named executive officers as disclosed
in this proxy statement in accordance with SEC rules. The advisory stockholder vote to approve the compensation of our named executive
officers is often referred to as the “say-on-pay vote.” This say-on-pay vote will not be binding on us, the Board of Directors,
or the Compensation Committee.
As
described in detail in this proxy statement, our executive compensation program is designed to (1) align executive officers’ interests
with those of our stockholders; (2) attract, motivate and retain executive officers; and (3) reward the achievement of our annual, long-term
and strategic goals. Our executive officers are rewarded for the achievement of specific financial operating goals established by the
Compensation Committee and the realization of increased stockholder value.
Our
Compensation Committee continually reviews the compensation programs for our executive officers to ensure they achieve the desired goals
of aligning our executive compensation structure with our stockholders’ interests and current market practices.
The
Board of Directors is asking our stockholders to indicate their support for our named executive officers’ compensation as disclosed
in this proxy statement. This proposal gives our stockholders the opportunity to express their views on our executive compensation. This
vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers
and the philosophy, policies and practices described in this proxy statement.
Accordingly,
the Board of Directors will ask our stockholders to vote “FOR” the following resolution at the 2022 Annual Meeting:
“RESOLVED,
that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in
the proxy statement for the 2022 Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission
set forth in Item 402 of Regulation S-K (which disclosure includes the Summary Compensation Table for fiscal year 2021, and the other
related tables and disclosures).”
The
say-on-pay vote is advisory, and therefore is not binding on us, the Compensation Committee or the Board of Directors. The Board of Directors
and Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the named executive
officers’ compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and the Compensation
Committee will evaluate whether any actions are necessary to address those concerns.
Vote
Required
The
votes cast by holders of the shares represented at the 2022 Annual Meeting favoring the proposal must exceed the votes cast opposing
the proposal for approval of the proposal, on an advisory basis, of the compensation of the Company’s named executive officers.
Abstentions will be counted for purposes of determining the presence or absence of a quorum as are broker non-votes. Abstentions will
have the same effect as a vote against the proposal and broker non-votes will not be counted for purposes of determining the number of
shares represented and voted on this proposal in the meeting and, accordingly, will not affect the outcome of the say-on-pay vote.
THE
BOARD OF DIRECTORS AND COMPENSATION COMMITTEE UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION
OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
PROPOSAL
4
ADVISORY
VOTE REGARDING THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
In
accordance with the Dodd-Frank Act, we are seeking the input of our stockholders on the question of how frequently we should seek the
stockholder vote to approve (on an advisory basis) the compensation of our named executive officers. The advisory stockholder vote to
approve the compensation of our named executive officers is often referred to as the “say-on-pay vote”; Proposal No. 3 is
such a “say-on-pay” proposal. This Proposal No. 4 is often referred to as a “say-on-frequency” vote.
The
Dodd-Frank Act specifies that stockholders be given the opportunity to vote on the Company’s executive compensation programs either
annually, every two years, or every three years. Although this vote is advisory and nonbinding, the Board of Directors will review voting
results and give consideration to the outcome of such voting. However, because this vote is advisory and not binding on the Board of
Directors or us, the Board of Directors may decide that it is in the best interests of our stockholders and us to hold an advisory vote
on executive compensation more or less frequently than the option approved by our stockholders.
The
Board of Directors recognizes the value of receiving input from the Company’s stockholders on important issues such as the Company’s
compensation programs. However, it believes that a well-structured compensation program should include plans that drive creation of stockholder
value over the long-term rather than focus on short term results. The three-year voting cycle allows stockholders to review compensation
over a longer period of time, providing sufficient time to evaluate the impact of changes made in one year where outcomes may not be
immediately known. In addition, a three-year voting cycle is more closely aligned with a longer-term view of compensation and consistent
with the vesting period we typically use for equity awards. The Board of Directors therefore recommends that our stockholders select
“3 YEARS” when voting on the frequency of the advisory vote on executive compensation.
Vote
Required
The
option of one year, two years, or three years that receives the highest number of votes cast by stockholders will be the frequency for
the advisory vote on executive compensation that has been selected by stockholders. Abstentions will be counted for purposes of determining
the presence or absence of a quorum as will broker non-votes. Abstentions and broker non-votes will not be counted for purposes of determining
the number of shares represented and voted on this proposal and, accordingly, will not affect the outcome of this proposal.
THE
BOARD OF DIRECTORS AND COMPENSATION COMMITTEE UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR APPROVAL OF A 3 YEAR FREQUENCY FOR HOLDING AN ADVISORY
VOTE ON EXECUTIVE COMPENSATION.
EXECUTIVE
OFFICERS WHO ARE NOT DIRECTORS
Below
is certain information regarding our executive officers who are not directors.
Name |
|
Age |
|
Position(s) |
|
Served
as an Officer Since |
William
Lebovics |
|
38 |
|
Chief
Financial Officer (CFO) |
|
2022 |
Joel
Markovits |
|
42 |
|
Chief
Accounting Officer (CAO) |
|
2022 |
Yaakov
Beyman |
|
40 |
|
Executive
Vice President, Insurance Division |
|
2018 |
William
Lebovics, Chief Financial Officer
William
Lebovics was appointed by the Company to serve as Chief Financial Officer (CFO) effective June 1, 2022. Prior to joining the Company,
Mr. Lebovics served as Head of Business Development at IDT Corporation (NYSE: IDT), from November 2021- May 2022, where
he worked closely with Chairman Howard Jonas on two new lines of business for the company. From January 2019- November
2021, William served as Finance Manager of IDW Media Holdings (NYSE: IDW) where he was responsible for dealing with financial reporting,
financing, and M&A, as well as other finance related operations. From 2016-2018 Mr. Lebovics was Partner and Product Owner of a mobile
tech company overseen by T5 Capital. Mr. Lebovics brings extensive corporate finance experience, including prior roles as a Portfolio
Manager of Alternative Investments at Nippon Life Global Investors and as a Real Estate Consultant in PwC’s Real Assets Group.
Mr. Lebovics has an MS in Accounting from Fairleigh Dickenson University, an MS in Real Estate with a concentration in Finance and Investment
from NYU, and a BS in Business Management from Touro College. In connection with his appointment, Mr. Lebovics will receive an annual
salary of $250,000.
Joel
Markovits, Chief Accounting Officer (CAO)
Joel
Markovits joined the Company in June 2021 as financial reporting manager and subsequently was appointed Chief Accounting Officer (CAO)
in February 2022. Joel brings over 10 years’ accounting and financial reporting experience in both the public and private sectors.
Prior to joining Reliance Global Group, Joel was a senior manager at KPMG LLP from April 2015 through May 2021, where he led
some of the larger and more complex audit engagements, including serving as lead audit senior manager on a global $16 billion (annual
revenues) enterprise reporting on both US GAAP and IFRS standards. He was also a data & analytics specialist and technology innovation
leader at KPMG for its largest US Business Unit, overseeing the development and deployment of technological capabilities that enhance
data analyses. Joel is a Certified Public Accountant in the State of New Jersey since November 2013.
Yaakov
Beyman, Executive VP of Insurance Division
Yaakov
Beyman has served as the Executive Vice President of the Insurance Divisions since July 2018. Mr. Beyman oversees the insurance operations
of Reliance Global Group, Inc. From December 2012 – July 2018, he was Executive VP of Insurance Division, of Empire Insurance Holdings.
He works from a platform that includes both strategizing the future vision of the insurance division and developing and implementing
operational tools on a more granular level to grow the various insurance businesses. In his role as a strategist, Mr. Beyman has mapped
a clear future: expand the various insurance products that RELI offers both geographically and in category. On the more hands-on level,
Mr. Beyman (who holds insurance licenses in most of the continental U.S.) is heavily involved in marketing, maintaining state of the
art technological models, financial management and distribution, and entity creation and maintenance. Combining his roles as the idea-generator
and implementer, he is well-equipped to take the lead role in growing the Company.” Mr. Yaakov Beyman is the son of Mr. Ezra Beyman
EXECUTIVE
COMPENSATION
We
are a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Exchange Act and the following compensation
disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules allow us to provide
less detail about our executive compensation program, the Compensation Committee is committed to providing the information necessary
to help stockholders understand its executive compensation-related decisions. Accordingly, this section includes supplemental narratives
that describe the 2021 executive compensation program for our named executive officers.
Named
Executive Officers. The following individuals are our “named executive officers” for the year ended December 31, 2021:
|
● |
Ezra
Beyman, our Chairman and Chief Executive Officer |
|
|
|
|
● |
Alex
Blumenfrucht, our former Chief Financial Officer |
|
|
|
|
● |
Yaakov
Beyman, our Executive Vice President of Insurance |
|
|
|
|
● |
Joel
Markovits, our Chief Accounting Officer (effective February 1, 2022) |
Oversight
of Executive Compensation
The
compensation of our named executive officers is determined and approved by our Compensation Committee, in discussion with the Chief Executive
Officer with respect to the other named executive officers. The Chief Executive Officer does not participate in discussions or decisions
regarding her own compensation.
We
believe that in order to create value for our stockholders, it is critical to attract, motivate and retain key executive talent by providing
competitive compensation packages. Accordingly, we design our executive compensation programs to:
|
● |
attract,
motivate and retain executives with the skills and expertise to execute our business plans; |
|
|
|
|
● |
reward
those executives fairly over time for actions consistent with creating long-term stockholder value; |
|
|
|
|
● |
align
the interests of our executive officers with those of our stockholders; and |
|
|
|
|
● |
provide
compensation packages that are competitive, reasonable and fair within the highly competitive life sciences market for talented individuals. |
SUMMARY
COMPENSATION TABLE
The
following table shows compensation awarded to or earned by our named executive officers, for the fiscal years ended December 31, 2021
and 2020.
Name and principal position | |
Year | | |
Salary ($) | | |
Bonus (2) ($) | | |
Stock awards
($) | | |
Option awards (Unvested) ($) | | |
Non-equity incentive plan compensation ($) | | |
Change in pension value and nonqualified deferred compensation
earnings | | |
All other compensation ($) | | |
Total ($) | |
Ezra Beyman, | |
| 2021 | | |
| 228,000 | | |
| 30,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 258,000 | |
CEO | |
| 2020 | | |
| 52,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 52,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Alex Blumenfrucht, | |
| 2021 | | |
| 205,000 | | |
| 30,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 235,000 | |
Former CFO (1) | |
| 2020 | | |
| 190,000 | | |
| 10,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 200,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Yaakov Beyman, EVP | |
| 2021 | | |
| 190,000 | | |
| 30,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 220,000 | |
Insurance | |
| 2020 | | |
| 190,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 190,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Joel Markovits, | |
| 2021 | | |
| 113,820 | | |
| - | | |
| 25,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 138,820 | |
CAO (3) | |
| 2020 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 0 | |
|
(1) |
Mr.
Blumenfrucht resigned as our CFO effective June 1, 2022. |
|
|
|
|
(2) |
Bonuses
awarded in 2021 were paid in 2022. |
|
|
|
|
(3) |
Stock Awards were valued per employment agreement which stipulated a total
share value of $25,000. Shares to be issued were calculated by dividing total stock award of
$25,000 by the applicable share price on the grant date. |
There
are no employees that receive compensation from Reliance Global Holdings, LLC, or any other affiliate.
OUTSTANDING
EQUITY AWARDS AT DECEMBER 31, 2021
The
following table provides information about the number of outstanding equity awards held by each of our named executive officers as of
December 31, 2021:
Option Awards | |
Stock Awards |
Name | |
Number of Securities Underlying Unexercised
Options (Exercisable) | | |
Number of Securities Underlying Unexercised Options
(Unexercisable) | |
Option Exercise Price | | |
Option Expiration Date | |
Equity Incentive Plan Awards: Number of Unearned
Shares That Have Not Vested | |
Equity Incentive Plan Awards: Market
or Payout Value of Unearned Shares That Have Not Vested | |
Alex Blumenfrucht | |
| 14,000 | | |
9,333 | (1) |
$ | 14.57 | | |
9/3/2024 | |
| |
| | |
Former CFO and Board Member | |
| | | |
| |
| | | |
| |
| |
| | |
| |
| | | |
| |
| | | |
| |
| |
| | |
Yaakov Beyman | |
| 14,000 | | |
9,333 | (2) |
$ | 14.57 | | |
9/3/2024 | |
| |
| | |
VP of Insurance | |
| | | |
| |
| | | |
| |
| |
| | |
(1) |
These
options were granted on September 3, 2019. Twenty percent (20%) of these options vested on the one-year anniversary of the date of
grant, with an additional forty percent (40%) vesting on the second anniversary of the date of grant, and the final percent (40%)
vesting on the third anniversary of the date of grant. |
(2) |
These
options were granted on September 3, 2019. Twenty percent (20%) of these options vested on the one-year anniversary of the date of
grant, with an additional forty percent (40%) vesting on the second anniversary of the date of grant, and the final percent (40%)
vesting on the third anniversary of the date of grant. |
During
the year ended December 31, 2019, the Company adopted the Reliance Global Group, Inc. 2019 Equity Incentive Plan (the “Plan”)
under which options exercisable for shares of common stock have been or may be granted to employees, directors, consultants, and service
providers.
The
Plan is administered by the Board of Directors (the “Board”). The Board is authorized to select from among eligible employees,
directors, and service providers those individuals to whom options are to be granted and to determine the number of shares to be subject
to, and the terms and conditions of the options. The Board is also authorized to prescribe, amend, and rescind terms relating to options
granted under the Plan. Generally, the interpretation and construction of any provision of the Plan or any options granted hereunder
is within the discretion of the Board.
The
Plans provide that options may or may not be Incentive Stock Options (ISOs) within the meaning of Section 422 of the Internal Revenue
Code. Only employees of the Company are eligible to receive ISOs, while employees, non-employee directors, consultants, and service providers
are eligible to receive options which are not ISOs, i.e. “Non-Statutory Stock Options.” The options granted by the Board
in connection with its adoption of the Plan were Non-Statutory Stock Options.
The
fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model or the value of the services
provided, whichever is more readily determinable. The Black-Scholes option pricing model takes into account, as of the grant date, the
exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends
on the stock and the risk-free interest rate for the term of the option.
Equity
Compensation Plan Information
The
following table gives information about the Company’s common stock that may be issued upon the exercise of options granted to employees,
directors and consultants under its 2019 Equity Incentive Plans as of December 31, 2021 which had outstanding grants and remaining unissued
shares, taking into account issuance of restricted stock to officers and directors, as follows:
Plan category | |
Number of securities to be issued upon exercise of outstanding options,
warrants and rights | | |
Weighted-average exercise price of outstanding options, warrants and rights | | |
Number of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column (a)) | |
| |
(a) | | |
(b) | | |
(c) | |
Equity compensation plans approved by security holders | |
| 163,913 | | |
$ | 15.50 | | |
| 536,087 | |
Equity compensation plans not approved by security holders | |
| - | | |
| - | | |
| - | |
Total | |
| 163,913 | | |
$ | 15.50 | | |
| 536,087 | |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The
following table sets forth certain information concerning the ownership of our common stock as of September 6, 2022 with
respect to: (i) each person known to us to be the beneficial owner of more than five percent of our common stock; (ii) all
directors; (iii) all named executive officers; and (iv) all directors and executive officers as a group. Beneficial ownership is
determined in accordance with the rules of the SEC that deem shares to be beneficially owned by any person who has voting or
investment power with respect to such shares. Shares of common stock issuable upon exercise of options or warrants as of September
6, 2022 or are exercisable within 60 days of such date are deemed to be outstanding and to be beneficially owned by the person
holding such options for the purpose of calculating the percentage ownership of such person but are not treated as outstanding for
the purpose of calculating the percentage ownership of any other person. Applicable percentage ownership is based on
18,054,469 shares of common stock outstanding as the date of September 6, 2022.
Name and Address of Beneficial Owner | |
Number of Shares Common | | |
Number of Shares Preferred | | |
Beneficial Ownership Percentage | |
5% Stockholders | |
| | | |
| | | |
| | |
Reliance Global Holdings, LLC(1) | |
| 4,395,829 | | |
| - | | |
| 24.3 | % |
| |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Named Executive Officers and Directors | |
| | | |
| | | |
| | |
Ezra Beyman(2) | |
| 4,467,750 | | |
| - | | |
| 24.7 | % |
Alex Blumenfrucht | |
| 123,336 | | |
| - | | |
| * | |
Yaakov Beyman | |
| 58,337 | | |
| - | | |
| * | |
Joel Markovits | |
| - | | |
| - | | |
| * | |
Sheldon Brickman | |
| - | | |
| - | | |
| * | |
Scott Korman | |
| 32,655 | | |
| - | | |
| * | |
Ben Fruchtzweig | |
| 3,016 | | |
| - | | |
| * | |
All directors and executive officers as a group (7 persons) | |
| 4,685,094 | | |
| - | | |
| 25.9 | % |
*
Represents beneficial ownership of less than 1%.
|
(1) |
Reliance Global Holdings, LLC is an entity controlled by Ezra
Beyman, CEO of the Company. The address for Reliance Global Holdings, LLC is 300 Blvd. of the Americas, Suite 105, Lakewood, New Jersey
08701 |
|
(2) |
4,395,829 shares are owned by Reliance Global Holdings, Inc., an entity controlled by Ezra Beyman |
The
transfer agent and registrar for our common stock is VStock Transfer. The transfer agent and registrar’s address is 18 Lafayette
Place, Woodmere, New York 11598. Its telephone number is (212) 828-8436.
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
Pursuant
to our charter, our Audit Committee shall review and approve any related party transactions involving the Company and officers, directors
or stockholders beneficially owning more than 5% of any class of equity security of the Company.
Certain
Related-Person Transactions
The
following is a summary of transactions since January 1, 2020 and all currently proposed transactions, to which we have been a participant,
in which:
|
● |
the
amounts exceeded or will exceed $120,000; and |
|
● |
any
of the directors, executive officers or holders of more than 5% of the respective capital stock, or any member of the immediate family
of the foregoing persons, had or will have a direct or indirect material interest other than as set forth under “Executive
Compensation” and “Director Compensation”. |
The
Company has various loans outstanding with Reliance Global Holdings, LLC, a related party under common control with issuance
dates ranging between October 2018 to August 2020. There is no term to the loans and they bear no interest. Repayment will be made as
the Company has business cash flows. The proceeds from the various loans were utilized to fund the acquisitions of USBA, EBS, CCS, SWMT,
Fortman , Altruis and UIS. At December 31, 2021, and 2020 there was $353,766 and $4,666,520 respectively outstanding under these loans.
At
September 6, 2022, December 31, 2021 and December 31, 2020 respectively, Reliance Global Holdings, LLC, owned approximately 24%,
33% and 26% of the common stock of the Company.
In
February 2021, Reliance Global Holdings, LLC, a related party, converted $3,800,000 of outstanding debt into 633,333 shares of common
stock. The conversion considered the fair market value of the stock on the day of conversion of $6.00 for total shares issued as a result
of 633,333.
To
the best of our knowledge, during the past two fiscal years, other than as set forth above, there were no material transactions, or series
of similar transactions, or any currently proposed transactions, or series of similar transactions, to which we were or are to be a party,
in which the amount involved exceeds the lesser of (A) $120,000 or (B) one percent of our average total assets at year-end for the last
two completed fiscal years, and in which any director or executive officer, or any security holder who is known by us to own of record
or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons,
has an interest (other than compensation to our officers and directors in the ordinary course of business).
Policies
and Procedures for Related Party Transactions
Pursuant
to our charter, our Audit Committee shall review and approve any related party transactions involving the Company and officers, directors
or stockholders beneficially owning more than 5% of any class of equity security of the Company.
Indemnification
Agreements
Our
articles of incorporation, as amended, provide that if in the judgement of a majority of the entire Board of Directors the criteria set
forth for indemnification in Section 607.0850 (1) or (2) of the Florida Business Corporation Act, have been met then we shall indemnify
any director, officer, employee or agent thereof in the manner set forth in Section 607.0850 of the Florida Business Corporation Act.
and our bylaws provide that we will indemnify each of our directors to the fullest extent permitted under Florida law. Our bylaws also
provide the board of directors with discretion to indemnify our officers and employees pursuant to a bylaw, agreement, vote of shareholders
or disinterested directors or otherwise, both as to action in the person’s official capacity and as to action in another capacity
while holding such office, except to the extent as prohibited by Florida law. In addition, we have entered and expect to continue to
enter into agreements to indemnify our directors and executive officers.
Independence
of the Board of Directors
The
board of directors undertook a review of the independence of the members of the board of directors and considered whether any director
has a material relationship with our company that could compromise his or her ability to exercise independent judgment in carrying out
his or her responsibilities. Based upon information requested from and provided by each director concerning their background, employment
and affiliations, including family relationships, the board of directors has determined that all of our current directors, except Mr.
Beyman, due to his position as Chief Executive Officer and Mr. Blumenfrucht due to his former position as Chief Financial Officer
of our company, are “independent” as that term is defined under the rules of Nasdaq. As a result, Messrs. Fruchtzweig, Korman
and Brickman are deemed to be “independent” as that term is defined under the rules of Nasdaq.
NO
DISSENTERS’ RIGHTS
The
corporate action described in this Proxy Statement will not afford stockholders the opportunity to dissent from the actions described
herein or to receive an agreed or judicially appraised value for their shares.
ANNUAL
REPORT/FORM 10-K
Reliance
Global Group’s 2021 Annual Report is being mailed to certain stockholders concurrently with this Proxy Statement. Copies of the
2021 Annual Report and any amendments thereto, as filed with the SEC, may be obtained without charge by writing to Reliance Global Group,
Inc., 300 Blvd. of the Americas, Suite 105, Lakewood, New Jersey 08701, Attention: Corporate Secretary. A complimentary copy may also
be obtained at the internet website maintained by the SEC at www.sec.gov, and by visiting our internet website at https://relianceglobalgroup.com/.
NOTICE
REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS
(“HOUSEHOLDING”
INFORMATION)
The
SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements
and annual reports by delivering a single copy of these materials to an address shared by two or more Reliance Global Group stockholders.
This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost
savings for companies and intermediaries. A number of brokers and other intermediaries with account holders who are our stockholders
may be householding our stockholder materials, including this Proxy Statement. In that event, a single proxy statement, as the case may
be, will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders.
Once you have received notice from your broker or other intermediary that it will be householding communications to your address, householding
will continue until you are notified otherwise or until you revoke your consent, which is deemed to be given unless you inform the broker
or other intermediary otherwise when you receive or received the original notice of householding. If, at any time, you no longer wish
to participate in householding and would prefer to receive a separate proxy statement, please notify your broker or other intermediary
to discontinue householding and direct your written request to receive a separate proxy statement to us at: Reliance Global Group, Inc.,
Attention: Corporate Secretary, 300 Blvd. of the Americas, Suite 105, Lakewood, New Jersey 08701or by calling us at (732) 380-4600. Stockholders
who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications
should contact their broker or other intermediary.
STOCKHOLDER
PROPOSALS FOR THE 2023 ANNUAL MEETING
Stockholders
who intend to present proposals for inclusion in next year’s proxy materials at the 2023 Annual Meeting of Stockholders under SEC
Rule 14a-8 must ensure that such proposals are received by the Corporate Secretary of the Company not later than May 24, 2023.
Such proposals must be timely and meet the requirements of the SEC to be eligible for inclusion in our 2023 proxy materials.
All
proposals should be addressed to the Corporate Secretary, Reliance Global Group, Inc., 300 Blvd. of the Americas, Suite 105, Lakewood,
New Jersey 08701.
OTHER
MATTERS
As
of the date of this Proxy Statement, the Board of Directors of Reliance Global Group knows of no other matters to be presented for stockholder
action at the 2022 Annual Meeting. However, other matters may properly come before the 2022 Annual Meeting or any adjournment or postponement
thereof. If any other matter is properly brought before the 2022 Annual Meeting for action by the stockholders, proxies in the enclosed
form returned to Reliance Global Group will be voted in accordance with the recommendation of the Board of Directors.
|
By
order of the Board of Directors, |
|
|
|
/s/
Ezra Beyman |
|
Ezra
Beyman
|
|
Chief
Executive Officer and Director |
Lakewood,
New Jersey
September
21, 2022
Reliance
Global Group, Inc.
300
Blvd. of the Americas, Suite 105 Lakewood, New Jersey 08701
SUBMIT
A PROXY TO VOTE BY INTERNET - http://www.voteproxy.com
Use
the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on October
26, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to
create an electronic voting instruction form.
ELECTRONIC
DELIVERY OF FUTURE PROXY MATERIALS -
If
you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow
the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically
in future years.
SUBMIT
A PROXY TO VOTE BY MAIL -
Mark,
sign and date your proxy card and return it in the postage-paid envelope we have provided.
RELIANCE
GLOBAL GROUP, INC.
2022
Annual Meeting of Stockholders
October
27, 2022 12:00 P.M. Eastern Time
This
proxy is solicited by the Board of Directors
The
undersigned stockholder hereby appoints Ezra Beyman and William Lebovics, or either of them, as proxies, each with the power to appoint
his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this proxy, all of the
shares of common stock of RELIANCE GLOBAL GROUP, INC. that the undersigned is entitled to vote at the 2022 Annual Meeting of Stockholders
(“2022 Annual Meeting”) to be held at 12:00 P.M., Eastern Time, on October 27, 2022 at 300 Blvd. of the Americas,
Suite 105 Lakewood, New Jersey 08701, or any adjournment or postponement thereof. The purpose of the 2022 Annual Meeting and the matters
to be acted on are stated in the accompanying Notice of Annual Meeting of Stockholders. The Board of Directors knows of no other business
that will come before the 2022 Annual Meeting.
This
proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in
accordance with the Board of Directors’ recommendations.
Continued
and to be signed on reverse side
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