Additional Proxy Soliciting Materials (definitive) (defa14a)
December 01 2022 - 04:07PM
Edgar (US Regulatory)
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. )
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Filed by the Registrant
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[X]
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Filed by a party other than the Registrant
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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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[X]
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
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OBLONG, INC.
(Name
of Registrant as Specified In Its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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[X]
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1) |
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Title of each class of securities to which transaction
applies:
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(2) |
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Aggregate number of securities to which transaction
applies:
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(3) |
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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(1) |
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Amount Previously Paid:
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(2) |
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Form, Schedule or Registration Statement No.:
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Filing Party:
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(4) |
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Date Filed:
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OBLONG, INC.
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25587 Conifer Road, Suite 105-231, |
Conifer, Colorado 80433 |
SUPPLEMENT TO PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 30, 2022
This supplement (the “Supplement”) amends and supplements the
definitive proxy statement on Schedule 14A (the “Proxy Statement”)
filed by Oblong, Inc. (the “Company”) with the Securities and
Exchange Commission on November 28, 2022 in connection with the
Company’s 2022 Annual Meeting of Stockholders (the “Annual
Meeting”), to be held at 9:00 A.M. MST on December 30,
2022.
The purpose of this Supplement is to correct an inadvertent error
in the Proxy Statement regarding the matters for which your broker
has discretionary authority to vote your shares in the absence of
instructions from you. The corrections to the existing disclosure
in the Proxy Statement are set forth below under the heading
“Corrections to the Proxy Statement.” Other than these corrections,
the Proxy Statement remains unchanged, and this Supplement does not
otherwise amend, supplement, or affect the Proxy Statement. From
and after the date of this Supplement, any references to the “Proxy
Statement” are to the Proxy Statement as amended and supplemented
by this Supplement. This Supplement should be read in conjunction
with the Proxy Statement and the other proxy materials previously
made available to stockholders in connection with the Annual
Meeting. If you have already voted your shares, you do not need to
vote again unless you would like to change or revoke your prior
vote on any proposal.
Corrections to the Proxy Statement
The following paragraph on (i) page 4 of the Proxy Statement under
the caption “Shares Held in “Street Name”” and (ii) page 9 of the
Proxy Statement in the answer to the question entitled “What
happens if I do not give specific voting instructions?” in the
Questions and Answers about the Oblong Annual Meeting section of
the Proxy Statement is amended and restated in its entirety to read
as follows (corrections are marked, with new text bold and
underlined, and deleted text bold and stricken
through):
“If you are the beneficial owner of shares held in the name of a
broker, bank or other nominee and do not provide that broker, bank
or other nominee with voting instructions in the proxy card, your
broker may vote your shares only with respect to certain matters
considered routine. For any matters that are not routine for which
you do not provide voting instructions in the proxy card, your
shares will constitute “broker non-votes” and are not considered
entitled to vote on that proposal. With respect to the matters
being voted on at the Annual Meeting, your broker has discretionary
authority to vote your shares in the absence of instructions from
you only on the ratification of the selection of the Company’s
independent registered public accounting firm
and the amendment to the Company's charter to effect a reverse
stock split.
As a result, broker non-votes should not exist with respect
to
this
these
proposals.
Your broker does not have discretionary authority to vote your
shares in the election of directors,
the amendment to the Company's charter to effect a reverse
split,
or the advisory approval of executive compensation if you do not
furnish instructions on such matters.
Thus, assuming that a quorum is obtained, any broker non-votes will
not affect the outcome of these proposals.”
The following paragraph on (i) page 4 of the Proxy Statement under
the caption “Voting Requirements for Approval” and (ii) page 8 of
the Proxy Statement in the answer to the question entitled, “What
is the voting requirement to approve each of the items?” in the
Questions and Answers about the Oblong Annual Meeting section of
the Proxy Statement is amended and restated in its entirety to read
as
follows (corrections are marked, with new text bold and underlined,
and deleted text bold and stricken through):
“Item
Three—Amendment to Company Charter to Effect a Reverse Stock
Split:
To be approved by the stockholders, this item must receive the
“FOR” vote of a majority of the total number of votes of our
capital stock represented in person or by proxy and entitled to
vote at the Annual Meeting, voting as a single class. You may vote
“FOR,” “AGAINST” or “ABSTAIN” on this proposal. To be approved, the
shares voted “FOR” this proposal must exceed the number voted
“AGAINST” this proposal. A properly executed proxy marked “ABSTAIN”
will not be voted, although it will be counted as present and
entitled to vote for purposes of the proposal. Accordingly, an
abstention will have the effect of a vote against the proposal. On
this proposal, brokers will
not
have discretionary authority to vote in the absence of timely
instructions from their customers.
As a result,
Bbroker
non-votes
should not exist with respect to this proposal
will have no effect on the proposal because they are not "entitled
to vote" on the matter.”
The following paragraph on page 31 of the Proxy Statement under the
caption “Vote Required for Approval” in the Proposal No. 3 --
Amendment to Company Charter to Effect a Reverse Stock Split
section of the Proxy Statement is amended and restated in its
entirety to read as follows (corrections are marked, with new text
bold and underlined, and deleted text bold and stricken
through):
“To be approved by the stockholders, this item must receive the
“FOR” vote of a majority of the total number of votes of our
capital stock represented in person or by proxy and entitled to
vote at the Annual Meeting, voting as a single class. You may vote
“FOR,” “AGAINST” or “ABSTAIN” on this proposal. To be approved, the
shares voted “FOR” this proposal must exceed the number voted
“AGAINST” this proposal. A properly executed proxy marked “ABSTAIN”
will not be voted, although it will be counted as present and
entitled to vote for purposes of the proposal. Accordingly, an
abstention will have the effect of a vote against the proposal. On
this proposal, brokers will
not
have discretionary authority to vote in the absence of timely
instructions from their customers.
As a result,
Bbroker
non-votes
should not exist with respect to this proposal
will have no effect on the proposal because they are not "entitled
to vote" on the matter.”
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