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 |
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☐ |
Check
the appropriate box:
| ☐ |
|
Preliminary
Proxy Statement |
| ☐ |
|
Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
| ☒ |
|
Definitive
Proxy Statement |
| ☐ |
|
Definitive
Additional Materials |
| ☐ |
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Soliciting
Material under §240.14a-12 |
SPLASH
BEVERAGE GROUP, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
| Payment
of Filing Fee (Check all boxes that apply): |
| ☒ |
|
No
fee required |
| ☐ |
|
Fee
paid previously with preliminary materials. |
| ☐ |
|
Fee
computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 15, 2022
To the stockholders of Splash Beverage Group, Inc.,
You are cordially invited to attend the 2022 Annual Meeting of
Stockholders of Splash Beverage Group, Inc. to be held in a
virtual-only meeting format via live webcast on the Internet on
December 15, 2022 at 10:00 a.m. Eastern Time. At the annual meeting
you will be asked to vote on the following matters:
|
1. |
To elect directors to serve until the next annual
meeting of stockholders and until their successors are duly elected
and qualified; and |
|
2. |
To approve an amendment to our Articles of
Incorporation, as amended, to increase the number of authorized
shares of common stock, $.001 from 150,000,000 to
300,000,000. |
We also will transact such other business as may properly come
before the annual meeting or any adjournments thereof.
The Board of Directors recommends that you vote at the annual
meeting “FOR” the election of each nominee as director and
“FOR” each of the other proposals set forth in this Notice.
These items of business are more fully described in the proxy
statement that is attached to this Notice. The Board of Directors
has fixed the close of business on October 27, 2022 as the “Record
Date” for determining the stockholders that are entitled to notice
of and to vote at the annual meeting and any adjournments thereof.
A list of stockholders entitled to vote at the meeting will be
available for examination by any stockholder, for any purpose
related to the meeting to the Annual Meeting, by appointment, for a
period of ten days before the meeting in person at our corporate
offices in Fort Lauderdale, Florida, and in electronic form at the
meeting.
It is important that your shares are represented and voted at
the meeting. You can vote your shares by completing,
signing, and returning your completed proxy card or vote by mail,
internet or by fax by following the instructions included in the
proxy statement. You can revoke a proxy at any time prior to its
exercise at the meeting by following the instructions in the proxy
statement.
We are holding the 2022 Annual Meeting of Stockholders in a
virtual-only meeting format via live webcast on the internet. You
will not be able to attend at a physical location. Stockholders
will be able to join and attend online by logging in at
www.virtualshareholdermeeting.com/SBEV2022. Your proxy is revocable
in accordance with the procedures set forth in the proxy
statement.
| |
|
By Order of the Board of Directors |
| |
|
/s/ Robert Nistico |
| Fort
Lauderdale, FL |
|
Chief
Executive Officer and Director |
| November 8, 2022 |
|
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
The Proxy Statement and the 2021 Annual Report on Form 10-K
are available at
www.splashbeveragegroup.com or www.proxyvote.com
TABLE OF CONTENTS
Stockholders Should Read the Entire Proxy Statement Carefully
Prior to Returning Their Proxies
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors
(the “Board”) of Splash Beverage Group, Inc. for use at our 2022
annual meeting of stockholders to be held in a virtual-only
(online) meeting format via live webcast on the Internet on
December 15, 2022 at 10:00 a.m. Eastern Time. Voting materials,
including this proxy statement and proxy card, are expected to be
first delivered to all or our stockholders on or about November 8,
2022.
QUESTIONS AND
ANSWERS
Following are some commonly asked questions raised by our
stockholders and answers to each of those questions.
What may I vote on at the annual meeting?
At the annual meeting, stockholders will consider and vote upon the
following matters:
|
• |
to elect for directors to serve until the next
annual meeting of stockholders and until their successors are duly
elected and qualified; and |
|
• |
to approve an amendment to our Articles of
Incorporation, as amended, to increase the number of authorized
shares of common stock from 150,000,000 to 300,000,000; |
How does the Board of Directors recommend that I vote on the
proposals?
Our Board unanimously recommends that the stockholders vote “FOR”
the election of each nominee as director and “FOR” each of the
other proposals being put before our stockholders at the
meeting.
How do I vote?
Whether you plan to attend the online annual meeting or not, our
Board urges you to vote by proxy. If you vote by proxy, the
individuals named on the proxy card, or your “proxies,” will vote
your shares in the manner you indicate. You may specify whether
your shares: should be voted for or withheld for the nominees for
director; should be voted for; and should be voted for, against or
abstained with respect to approving the amendment to our articles
of incorporation to increase the number of authorized shares of
common stock. Voting by proxy will not affect your right to
virtually attend the annual meeting. If your shares are registered
directly in your name through our transfer agent, Equiniti
Shareowner Services, or you have stock certificates registered in
your name, you may submit a proxy to vote:
|
• |
By Internet or by telephone. Follow the
instructions attached to the proxy card to submit a proxy to vote
by Internet or telephone. |
|
• |
By mail. If you received one or more proxy cards
by mail, you can vote by mail by completing, signing, and returning
the enclosed proxy card applicable to your class of stock in the
enclosed postage prepaid envelope. Your proxy will be voted in
accordance with your instructions. If you sign the proxy card but
do not specify how you want your shares voted, they will be voted
as recommended by our Board. |
|
• |
On the day of the meeting, you may go to
www.virtualshareholdermeeting.com/SBEV2022, and log in by entering
the 16-digit control number found on your proxy card, voting
instruction form, or Notice, as applicable. If you do not have your
control number, you will be able register as a guest; however, you
will not be able to vote or submit questions during the
meeting. |
Telephone and Internet voting facilities for all stockholders of
record will be available 24-hours a day and will close at 11:59
p.m., Eastern Time, on December 14, 2022.
If your shares are held in “street name” (held in the name of a
bank, broker or other nominee who is the holder of record), you
must provide the bank, broker or other nominee with instructions on
how to vote your shares and can do so as follows:
|
• |
By Internet or by telephone. Follow the
instructions you receive from the record holder to vote by Internet
or telephone. |
|
• |
By mail. You should receive instructions from the
record holder explaining how to vote your shares. |
How may I attend and participate in the Meeting?
We will be hosting the meeting live via the internet. There will
not be a physical location for the meeting. Our virtual meeting
allows stockholders to submit questions and comments before and
during the meeting. After the meeting, we will spend up to 15
minutes answering stockholder questions. Our virtual format also
allows stockholders from around the world to participate and ask
questions and for us to give thoughtful responses. Any stockholder
can listen to and participate in the meeting live via the internet
at www.virtualshareholdermeeting.com/SBEV2022. Stockholders may
begin submitting written questions through the internet portal at
9:45 a.m. (Eastern Time) on December 15, 2022, and the webcast of
the annual meeting will begin at 10:00 a.m. (Eastern Time) that
day.
Stockholders may also vote while connected to the meeting on the
Internet. You will need the control number included on your Notice
or your proxy card (if you received a printed copy of the proxy
materials) in order to be able to vote your shares or submit
questions. Instructions on how to connect and participate via the
internet, including how to demonstrate proof of stock ownership,
are posted at www.virtualshareholdermeeting.com/SBEV2022.
We will have technicians ready to assist you with any technical
difficulties you may have accessing the virtual meeting. If you
encounter any difficulties accessing the virtual meeting during the
check-in or meeting time, please call the technical support number
that will be posted on the virtual shareholder meeting log in
page.
If you do not have your control number, you will be able to listen
to the meeting only — you will not be able to vote or submit
questions.
What happens if additional matters are presented at the
annual meeting?
Other than the matters identified in this proxy statement, we are
not aware of any other business to be acted upon at the annual
meeting. If you grant a proxy, the person named as proxy holder,
Robert Nistico, our Chief Executive Officer, or Ron Wall, our Chief
Financial Officer will have the discretion to vote your shares on
any additional matters properly presented for a vote at the annual
meeting.
What happens if I do not give specific voting
instructions?
If you hold shares in your name and you sign and return a proxy
card without giving specific voting instructions, your shares will
be voted as recommended by our Board on all matters and as the
proxy holder may determine in her or his discretion with respect to
any other matters properly presented for a vote before the annual
meeting. If you hold your shares through a stockbroker, bank or
other nominee and you do not provide instructions on how to vote,
your stockbroker or other nominee may exercise their discretionary
voting power with respect to certain proposals that are considered
as “routine” matters
If the organization that holds your shares does not receive
instructions from you on how to vote your shares on a non-routine
matter, the organization that holds your shares will inform us that
it does not have the authority to vote on these matters with
respect to your shares. This is generally referred to as a
“broker non-vote.” When the vote is tabulated for any particular
matter, broker non-votes will be counted for purposes of
determining whether a quorum is present, but will not otherwise be
counted. In the absence of specific instructions from you, your
broker does not have discretionary authority to vote your shares
with respect to the election of our Board of Directors, and
amendment to our Articles of Incorporation to increase the number
of authorized shares of common stock. We encourage you to
provide voting instructions to the organization that holds your
shares by carefully following the instructions provided in the
notice.
What is the quorum requirement for the annual
meeting?
On October 27, 2022, the Record Date for determining which
stockholders are entitled to vote at the annual meeting or any
adjournments or postponements thereof, there were 39,946,916 shares
of our common stock outstanding which is our only class of voting
securities. Each share of common stock entitles the holder to one
vote on matters submitted to a vote of our stockholders. Holders of
thirty-four percent (34%) of our outstanding stock as of the Record
Date must be present at the annual meeting (in person or
represented by proxy) in order to hold the meeting and conduct
business. This is called a quorum. Your shares will be counted for
purposes of determining if there is a quorum, even if you wish to
abstain from voting on some or all matters introduced at the annual
meeting, if you are present and vote online at the meeting or have
properly submitted a proxy card or voted by mail, internet or
fax.
How can I change my vote after I return my proxy
card?
You may revoke your proxy and change your vote at any time before
the final vote at the annual meeting. You may do this by signing a
new proxy card with a later date or by attending the annual meeting
at www.virtualshareholdermeeting.com/SBEV2022 and voting at the
meeting. However, your attendance at the annual meeting will not
automatically revoke your proxy unless you vote at the annual
meeting or specifically request in writing that your prior proxy be
revoked.
Is my vote confidential?
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 our
Company or to third parties, except:
|
• |
as necessary to meet applicable legal
requirements; |
|
• |
to allow for the tabulation of votes and
certification of the vote; and |
|
• |
to facilitate a successful proxy
solicitation. |
Any written comments that a stockholder might include on the proxy
card may be forwarded to our management.
Where can I find the voting results of the annual
meeting?
The preliminary voting results will be announced at the annual
meeting. The final voting results will be tallied by our inspector
of elections and reported in a Current Report on Form 8-K,
which we will file with the Securities and Exchange Commission, or
SEC, within four business days of the date of the annual
meeting.
How can I obtain a separate set of voting
materials?
To reduce the expense of delivering duplicate voting materials to
our stockholders who may have more than one Splash Beverage Group,
Inc. stock account, we are delivering only one Notice to certain
stockholders who share an address, unless otherwise requested. If
you share an address with another stockholder and have received
only one Notice, you may write or call us to request to receive a
separate Notice. Similarly, if you share an address with another
stockholder and have received multiple copies of the Notice, you
may write or call us at the address and phone number below to
request delivery of a single copy of this Notice. For future annual
meetings, you may request separate Notices, or request that we send
only one Notice to you if you are receiving multiple copies, by
writing or calling us at:
Splash Beverage Group, Inc.
Attention: Robert Nistico, Chief Executive Officer
1314 East Las Olas Blvd, Suite 221
Fort Lauderdale, Florida 33301
Tel: (954) 745-5815
Who pays for the cost of this proxy solicitation?
We will pay the costs of the solicitation of proxies. We may also
reimburse brokerage firms and other persons representing beneficial
owners of shares for expenses incurred in forwarding the voting
materials to their customers who are beneficial owners and
obtaining their voting instructions. In addition to soliciting
proxies by mail, our board members, officers and employees may
solicit proxies on our behalf, without additional compensation,
personally, electronically or by telephone.
How can I obtain a copy of Splash Beverage Group, Inc.’s 2021
Annual Report on Form 10-K?
You may obtain a copy of our Annual Report on Form 10-K for
the fiscal year ended December 31, 2021 by sending a written
request to the address listed above under “How can I obtain a
separate set of voting materials?” Our 2021 Annual Report on
Form 10-K is available by accessing our Investors page at
www. https://splashbeveragegroup.com and our Form 10-K
with exhibits is available on the website of the SEC at
www.sec.gov.
What is the voting requirement to approve the
proposals?
The proposals to approve an amendment to our Articles of
Incorporation, as amended, to increase the number of authorized
shares of common stock, $.001 from 150,000,000 to 300,000,000 needs
to be approved by a majority of the issued and outstanding shares
entitled to vote on the proposal. Abstentions and broker non-votes
will be treated as shares that are present, or represented and
entitled to vote for purposes of determining the presence of a
quorum at the annual meeting. Abstentions will not be counted in
determining the number of votes cast in connection with any matter
presented at the annual meeting. Broker non-votes will not be
counted as a vote cast on any matter presented at the annual
meeting.
How many votes are required to approve other matters that may
come before the stockholders at the meeting?
An affirmative vote of a majority of the issued and outstanding
shares entitled to vote on the proposal of all other items being
submitted to the stockholders for their consideration.
How can I communicate with the non-employee directors on the
Splash Beverage Group, Inc. Board of Directors?
The Board of Directors encourages stockholders who are interested
in communicating directly with the non-employee directors as a
group to do so by writing to the non-employee directors of the
Board. Stockholders can send communications by mail to:
Splash Beverage Group, Inc.
Attention: Robert Nistico, Chief Executive Officer
1314 East Las Olas Blvd, Suite 221
Fort Lauderdale, Florida 33301
Tel: (954) 745-5815
Correspondence received that is addressed to the non-employee
directors will be reviewed by Mr. Nistico or his designee, who will
regularly forward to the non-employee directors a summary of all
such correspondence and copies of all correspondence that, in the
opinion of Mr. Nistico, deals with the functions of the Board of
Directors or committees thereof or that Mr. Nistico otherwise
determines requires their attention. Directors may at any time
review a log of all correspondence received by us that is addressed
to the non-employee members of the Board of Directors and request
copies of any such correspondence.
WHO CAN HELP ANSWER YOUR
QUESTIONS?
You may seek answers to your questions by calling Robert Nistico,
our Chief Executive Officer at (954) 745-5815.
CORPORATE
GOVERNANCE
Board of Directors
The Board of Directors oversees our business affairs and monitors
the performance of management. In accordance with our corporate
governance principles, the Board of Directors does not involve
itself in day-to-day operations of the Company. The directors keep
themselves informed through discussions with the Chief Executive
Officer, other key executives and by reading the reports and other
materials that we send them and by participating in Board of
Directors and committee meetings. Our directors hold office until
their successors have been elected and duly qualified unless the
director resigns or by reason of death or other cause is unable to
serve in the capacity of director. Biographical information about
our directors is provided in “Election of Director — Proposal
No. 1” on page 17.
Director Independence
The Board of Directors has considered the independence of each
director and nominee for election as a director in accordance with
the elements of independence set forth in the listing standards of
the NYSE. Based upon information solicited from each nominee, the
Board of Directors has affirmatively determined that Peter
McDonough, and Candace Crawford have no material relationship with
the Company (either directly or as a partner, stockholder or
officer of an organization that has a relationship with the
Company) and are “independent” within the meaning of the NYSE’s
director independence standards and Audit Committee independence
standards, as currently in effect.
Board leadership structure and role in risk oversight
The Board of Directors oversees our business and affairs and
monitors the performance of management. In accordance with
corporate governance principles, the Board of Directors does not
involve itself in day-to-day operations. The directors keep
themselves informed through discussions with the Chief Executive
Officer and other key executives, visits to the Company’s
facilities, by reading the reports and other materials that we send
them and by participating in Board and committee meetings. Each
director’s term will continue until the election and qualification
of his or her successor, or his or her earlier death, resignation
or removal.
Code of Ethics
We
have adopted a code of business conduct and ethics that applies to
our directors, officers (including our Chief Executive Officer,
Chief Financial Officer and any person performing similar
functions) and employees. Our Code of Ethics is available at our
website at www.splashbeveragegroup.com.
Board of Directors Meetings and Attendance
During the fiscal year ended December 31, 2021, the Board of
Directors held 5 meetings. All directors attended the board
meetings.
Legal Proceedings
None of the Company’s current directors or executive officers have
been involved, in the past ten years and in a manner material to an
evaluation of such director’s or officer’s ability or integrity to
serve as a director or executive officer, in any of those “Certain
Legal Proceedings” more fully detailed in Item 401(f) of
Regulation S-K, which include but are not limited to, bankruptcies,
criminal convictions and an adjudication finding that an individual
violated federal or state securities laws.
Because of the size of the Board of Directors and the historically
small turnover of its members, the Board of Directors and
independent directors (with respect to selecting and nominating
independent directors) address the need to retain members and fill
vacancies after discussion among current members. Accordingly, the
Board of Directors and Corporate Governance and Nominating
Committee have determined that it is appropriate not to have such a
policy at this time.
Compliance with Section 16(a) of the Exchange Act
Based solely upon a review of copies of such forms filed on
Forms 3, 4 and 5, and amendments thereto furnished to us,
we believe that as of the date of this Report, our executive
officers, directors and greater than 10 percent beneficial owners
have complied on a timely basis with all Section 16(a) filing
requirements.
BOARD COMMITTEES
Our Board of Directors has formed three standing committees: audit,
compensation, and nominating and corporate governance. Actions
taken by our committees are reported to the full board. Each of our
committees has a charter and each charter is posted on our
website.
|
Audit Committee |
|
Nominating and Corporate
Governance Committee |
|
Compensation and Management
Resources Committee |
| Candace Crawford* |
|
Peter
McDonough * |
|
Candace Crawford* |
| Peter
McDonough |
|
Candace Crawford |
|
Peter
McDonough |
|
* |
Indicates
committee chair |
Audit Committee
We have separately
designated an Audit Committee. The Audit Committee is responsible
for, among other things, the appointment, compensation, removal and
oversight of the work of the Company’s independent registered
public accounting firm, overseeing the accounting and financial
reporting process of the Company, and reviewing related person
transactions. Our Audit Committee is comprised of Peter McDonough
and Candace Crawford. Under NYSE listing standards and applicable
SEC rules, all the directors on the audit committee must be
independent. Also, as a smaller reporting company, we are only
required to maintain an audit committee of two independent
directors. Our Board has determined that Peter McDonough and
Candace Crawford are independent under NYSE listing standards and
applicable SEC rules. Candace Crawford is the Chairperson of the
audit committee. Each member of the audit committee is financially
literate and our Board has determined that Candace Crawford
qualifies as an “audit committee financial expert” as defined in
applicable SEC rules. The Audit Committee operates under a written
charter adopted by the Board of Directors, which can be found in on
our website at www.splashbeveragegroup.com. During 2021, the Audit
Committee held four meetings in person or through conference
calls.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is responsible
for overseeing the appropriate and effective governance of the
Company, including, among other things, (a) nominations to the
Board of Directors and making recommendations regarding the size
and composition of the Board of Directors and (b) the development
and recommendation of appropriate corporate governance principles.
The Nominating and Corporate Governance Committee consists of Peter
McDonough and Candace Crawford, each of whom is an independent
director (as defined under Section 803 of the NYSE American LLC
Company Guide). The Chairperson of the committee is Peter
McDonough. The Nominating and Corporate Governance Committee
operates under a written charter adopted by the Board of Directors,
which can be found on our website at www.splashbeveragegroup.com
within the “Investor Information” section.
The Nominating and Corporate Governance Committee adheres to the
Company’s bylaws provisions and Securities and Exchange Commission
rules relating to proposals by stockholders when considering
director candidates that might be recommended by stockholders,
along with the requirements set forth in the committee’s Policy
with Regard to Consideration of Candidates Recommended for Election
to the Board of Directors, also available on our website. The
Nominating and Corporate Governance Committee of the Board of
Directors is responsible for identifying and selecting qualified
candidates for election to the Board of Directors prior to each
annual meeting of the Company’s stockholders. In identifying and
evaluating nominees for director, the Committee considers each
candidate’s qualities, experience, background and skills, as well
as other factors, such as the individual’s ethics, integrity and
values which the candidate may bring to the Board of Directors.
During 2021, the Compensation Management Resources Committee held
two meetings in person or through conference calls.
Compensation Committee
We have established a Compensation and Management Resources
Committee of our Board of Directors. The purpose of the
Compensation and Management Resources Committee is to assist the
Board in discharging its responsibilities relating to executive
compensation, succession planning for the Company’s executive team,
and to review and make recommendations to the Board regarding
employee benefit policies and programs, incentive compensation
plans and equity-based plans.
The members of our Compensation and Management Resources Committee
are Peter McDonough and Candace Crawford. Candace Crawford is the
chairperson of the Compensation and Management Resources
Committee.
Under NYSE listing standards, we are required to have at least two
members of the compensation committee, all of whom must be
independent directors. Our board of directors has determined that
each of Peter J. McDonough and Candace Crawford is independent
under NYSE listing standards. The Compensation and Management
Resources Committee is responsible for, among other things, (a)
reviewing all compensation arrangements for the executive officers
of the Company and (b) administering the Company’s stock option
plans. The Compensation and Management Resource Committee operates
under a written charter adopted by the Board of Directors, which
can be found on our website at www.splashbeveragegroup.com within
the “Investor Information” section.
The duties and responsibilities of the Compensation and Management
Resources Committee in accordance with its charter are to review
and discuss with management and the Board the objectives,
philosophy, structure, cost and administration of the Company’s
executive compensation and employee benefit policies and programs;
no less than annually, review and approve, with respect to the
Chief Executive Officer and the other executive officers (a) all
elements of compensation, (b) incentive targets, (c) any employment
agreements, severance agreements and change in control agreements
or provisions, in each case as, when and if appropriate, and (d)
any special or supplemental benefits; make recommendations to the
Board with respect to the Company’s major long-term incentive plans
applicable to directors, executives and/or non-executive employees
of the Company and approve (a) individual annual or periodic
equity-based awards for the Chief Executive Officer and other
executive officers and (b) an annual pool of awards for other
employees with guidelines for the administration and allocation of
such awards; recommend to the Board for its approval a succession
plan for the Chief Executive Officer, addressing the policies and
principles for selecting a successor to the Chief Executive
Officer, both in an emergency situation and in the ordinary course
of business; review programs created and maintained by management
for the development and succession of other executive officers and
any other individuals identified by management or the Compensation
and Management Resources Committee; review the establishment,
amendment and termination of employee benefits plans, review
employee benefit plan operations and administration; and any other
duties or responsibilities expressly delegated to the Compensation
and Management Resources Committee by the Board from time to time
relating to the Committee’s purpose.
The Compensation and Management Resources Committee may request any
officer or employee of the Company or the Company’s outside counsel
to attend a meeting of the Compensation and Management Resources
Committee or to meet with any members of, or consultants to, the
Compensation and Management Resources Committee. The Company’s
Chief Executive Officer does not attend any portion of a meeting
where the Chief Executive Officer’s performance or compensation is
discussed, unless specifically invited by the Compensation and
Management Resources Committee.
The Compensation and Management Resources Committee has the sole
authority to retain and terminate any compensation consultant to be
used to assist in the evaluation of director, Chief Executive
Officer or other executive officer compensation or employee benefit
plans and has sole authority to approve the consultant’s fees and
other retention terms. The Compensation and Management Resources
Committee also has the authority to obtain advice and assistance
from internal or external legal, accounting or other experts,
advisors and consultants to assist in carrying out its duties and
responsibilities and has the authority to retain and approve the
fees and other retention terms for any external experts, advisors
or consultants.
During 2021, the Compensation Management Resources Committee held
two meetings in person or through conference calls.
DIRECTOR
COMPENSATION
The following table sets forth the compensation of our directors
for the years ended December 31, 2021:
|
Name |
|
Fees
Earned or
Paid in
Cash |
|
Stock
Awards |
|
Option
Awards(a) |
|
All Other
Compensation |
|
Total |
|
Robert Nistico |
|
$ |
487,500 |
|
|
$ |
— |
|
|
$ |
1,378,000 |
|
|
$ |
— |
|
|
$ |
1,865,500 |
|
| Justin
Yorke |
|
$ |
0 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
| Peter
McDonough |
|
$ |
29,165 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
29,165 |
|
| Candace
Crawford |
|
$ |
31,250 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
31,250 |
|
The following table sets forth the compensation of our directors
for the years ended December 31, 2020:
|
Name |
|
Fees Earned or Paid in Cash |
|
Stock Awards |
|
Option
Awards(a) |
|
All Other Compensation |
|
Total |
|
Robert Nistico |
|
$ |
487,500 |
|
|
$ |
— |
|
|
$ |
750,000 |
|
|
$ |
— |
|
|
$ |
1,237,500 |
|
| Justin
Yorke |
|
$ |
0 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
| Peter
McDonough |
|
$ |
0 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
| Candace
Crawford |
|
$ |
0 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
(a) |
This column shows the grant date fair value of
awards computed in accordance with stock-based compensation
accounting rules Accounting Standards Codification Topic
718. |
AUDIT COMMITTEE
REPORT*
The Audit Committee of the Board of Directors (the “Audit
Committee”) was formed in June 2021. The Audit Committee is
composed of the following two directors: Candace Crawford and
Peter McDonough, each
of whom is “independent” within the meaning of the applicable
requirements set forth in or promulgated under the Exchange Act and
within the meaning of the New York Stock Exchange (“NYSE”) listing
standards.
Management is responsible for the Company’s financial statements,
financial reporting process and systems of internal accounting and
financial reporting control. The Company’s independent auditor is
responsible for performing an independent audit of the Company’s
financial statements in accordance with auditing standards
generally accepted in the United States and for issuing a
report thereon. The Audit Committee’s responsibility is to oversee
all aspects of the financial reporting process on behalf of the
Board of Directors. The responsibilities of the Audit Committee
also include engaging and evaluating the performance of the
accounting firm that serves as the Company’s independent
auditor.
The Audit Committee discussed with the Company’s independent
auditor, with and without management present, such auditor’s
judgments as to the quality, not just acceptability, of the
Company’s accounting principles, along with such additional matters
required to be discussed under the Statement on Auditing Standards
No. 61, “Communication with Audit Committees.” The Audit
Committee has discussed with the independent auditor, the auditor’s
independence from the Company and its management, including the
written disclosures and the letter submitted to the Audit Committee
by the independent auditor as required by the Independent Standards
Board Standard No. 1, “Independence Discussions with Audit
Committees.”
In reliance on such discussions with management and the independent
auditor, review of the representations of management and review of
the report of the independent to the Audit Committee, the Audit
Committee recommended (and the Board approved) that the Company’s
audited financial statements be included in the Company’s Annual
Report on Form 10-K for the fiscal year ended
December 31, 2021. The Audit Committee and the Board of
Directors have also, respectively, recommended and approved the
selection of the Company’s current independent auditor, which
approval is subject to ratification by the Company’s
stockholders.
Submitted by:
Audit Committee of the Board of Directors
/s/ Candace Crawford, Chairperson of the Audit Committee
/s/ Peter
McDonough
| * |
The
information contained in this Audit Committee Report shall not be
deemed to be “soliciting material” or “filed” or incorporated by
reference in future filings with the SEC, or subject to the
liabilities of Section 18 of the Securities Exchange Act of
1934, or the Exchange Act, except to the extent that the Company
specifically requests that the information be treated as soliciting
material or specifically incorporates it by reference into a
document filed under the Securities Act of 1933, as amended, or the
Securities Act, or the Exchange Act. |
DIRECTORS AND EXECUTIVE
OFFICERS
The following sets forth information about our directors and
executive officers as of October 28, 2022:
|
Name |
|
Age |
|
Position |
| |
|
|
|
|
| Robert Nistico |
|
59 |
|
Chief
Executive Officer and Director |
| |
|
|
|
|
| Ron
Wall |
|
55 |
|
Chief
Financial Officer |
| |
|
|
|
|
| William Meissner |
|
56 |
|
President, Chief Marketing
Officer |
| |
|
|
|
|
| Justin Yorke |
|
56 |
|
Director |
| |
|
|
|
|
| Peter
McDonough |
|
64 |
|
Director |
| |
|
|
|
|
| Candace Crawford |
|
67 |
|
Director |
Directors are elected annually and hold office until the next
annual meeting of the stockholders of the Company and until their
successors are elected. Officers are elected annually by the Board
of Directors (the “Board”) and serve at the discretion of the
Board.
Robert Nistico, age 59, on March 31, 2020 became the Chief
Executive Officer and a member of the Board of the Company. Since
2012, Mr. Nistico has served as the Chief Executive Officer and a
member of the Board of Splash Beverage Group, Inc., prior to the
Company’s acquisition by CMS. Mr. Nistico also served as the
president of Viva Beverages, LLC from 2009 to 2011. Mr. Nistico was
the fifth employee at Red Bull North America, Inc. where he worked
from 1996 to 2007 and served as Vice President of Field Marketing
and Sr. Vice President/General Manager. Mr. Nistico was
instrumental in building the Red Bull brand in North and Central
America and the Caribbean from no revenues to $1.45 billion in
annual revenues. Earlier, he held the brand position of Regional
Portfolio V.P and Division Manager for Diageo (formerly I.D.V. /
Heublein), General Sales Manager for Republic National (formerly
The Julius Schepps Company) and North Texas State Manager for The E
& J Gallo Winery (and a variety of other management positions
for those companies). Mr. Nistico serves as a director of Apollo
Brands. Mr. Nistico has more than 27 years of experience in the
beverage industry, including direct and indirect sales management,
strategic brand management & marketing, finance, operations,
production and logistics. Mr. Nistico holds a B.A. from the
University of Colorado. The Company believes that Mr. Nistico’s
extensive career in the beverage industry brings value to the
Board.
Ron Wall, 55, is a
collaborative finance executive with expertise leveraging analysis,
insights and team approaches, driving organizational improvements,
and implementing practices and controls. From 2016 to 2022, Mr.
Wall served as the Chief Financial Officer for Americas of William
Grant & Sons Inc., a premium spirits company. Previously, Mr.
Wall served in various capacities at William Grant & Sons Inc.,
including Chief Financial Officer for North America, and Chief
Financial Officer for the United States of America.
William Meissner, age 56, became the President and Chief
Marketing Officer of the Company in May of 2020. Mr. Meissner is a
proven leader with more than twenty years of success in growing
consumer brand companies with both large multinational and medium
sized entrepreneurial organizations. Meissner has held several
other leadership and board director roles. Prior to Splash Meissner
was a board director and CEO in a beverage vertical organized by a
mid-cap PE firm designed to acquire and build emerging brands,
where he acquired two legacy tea brands from Nestle, Sweet Leaf Tea
and Tradewinds Tea. Meissner served as CEO and Board Director or
Genesis Today, Inc. a plant based superfood and supplement company,
CEO and Board Director of a joint venture between Distant Lands
Coffee Inc. and Caffitaly Systems s.p.a called Tazza Pronto Inc.,
CEO and Board Director of Jones Soda Inc., President of Talking
Rain Beverages, Inc., Chief Marketing Officer of Coca-Cola’s Fuze
Beverages, Brand Director of PepsiCo’s SoBe Beverages and Category
Manager of Nutritional Beverages for Tetra Pak Inc. Meissner has an
MBA from the University of Pittsburgh’s Katz Graduate School of
Business and a Bachelor’s degree from Michigan State University.
Meissner is married with three children and enjoys mountain bike
riding, golf and volunteering.
Justin Yorke, age 56, became a member of the Board of the
Company on March 31, 2020. Since March 31, 2020, Mr. Yorke has also
served as the Company’s Secretary. Mr. Yorke has over 25 years of
experience in finance. Based in Hong Kong for over 10 years, he
managed funds for a private Swiss Bank, Darier Henstch from 1997 to
2000. Prior to that, from 1995 to 1997, Mr. Yorke managed funds for
Peregrine Investments and from 1990 to 1995 Unifund, Asia, Ltd,
Hong Kong, a high net-worth family office headquartered Geneva,
Switzerland. From 2000 to 2004, he was a partner at Asiatic
Investment Management, based in San Francisco. Since 2004, Mr.
Yorke has been a partner in San Gabriel Advisors, LLC and Arroyo
Capital Management, LLC and is the manager of the San Gabriel Fund,
JMW Fund and Richland Fund. The funds are highly diversified in
focus with investment holdings, public, private equity and debt
investments and real estate investments. He has a B.A. degree from
UCLA. Mr. Yorke is the principal of WesBev LLC, which prior to the
merger between CMS and our Company was the majority shareholder of
the Company. He also is an acting director and audit committee
chair of Processa Pharmaceuticals, (ticker:
PCSA). Mr. Yorke served
as non-executive Chairman of Jed Oil and a Director/CEO at JMG
Exploration. The Company believes that Mr. Yorke’s experience in
finance brings value to the Board.
Peter J. McDonough, age 64, has served as an independent
director of the Company since October 5, 2020 and previously served
as a member of the Board of Splash Beverage Group, Inc. prior to
the Company’s acquisition by CMS. Mr. McDonough brings more than 30
years of executive leadership experience from an array of global
industry leading consumer goods companies. Most recently, Mr.
McDonough was Chief Executive Officer of Trait Biosciences, Inc.
(2019-2022) after serving as an independent management consultant
(2016-2018). Earlier , Mr. McDonough served as President, Chief
Marketing and Innovation Officer for Diageo North America
(2006-2015). Prior to joining Diageo, Mr. McDonough was Vice
President, European Marketing at The Procter & Gamble Company
(2004-2006), where he led the Duracell Battery and Braun Appliance
marketing organizations. From 2002 to 2004, Mr. McDonough was a
member of the graduate business school faculty and lecturer at the
University of Canterbury in Christchurch, New Zealand. Prior to
this academic post he served as Vice President of Marketing for
Gillette North America’s Blade Razor & Grooming Products
Business where he directed the market launch of industry leading
brands like Mach3 Turbo and Venus Razors. Earlier in his career,
Mr. McDonough served as Director of North American Marketing at
Black & Decker where he was involved in launching the DeWalt
Power Tool Company. Mr. McDonough received a B.A. from Cornell
University and a Master of Business Administration from the Wharton
School of Business. He is also an independent director on the Board
of Franklin BSP Realty Trust (NYSE : FBRT). The Company believes
that Mr. McDonough’s executive leadership experience with global
industry leading consumer goods companies brings value to the
Board.
Candace Crawford, age 67, has served as an independent
director since May 24, 2021. Ms. Crawford is a highly accomplished
senior executive and entrepreneur with more than 30 years of
success across the food and beverage, consumer products,
manufacturing, retail, and commercial real estate industries. Her
broad areas of expertise include strategic planning, growth and
growing businesses, financial acumen, P&L, operations, and
governance. Since 2017, Ms. Crawford has served as an adviser and
board member to various companies. Ms. Crawford has sat on the
board of Vive Organic since February 2019 and the board of Skin Te
since June 2018. She served as the CEO of Coco Libre from 2015 to
2017. Under her management, she was able to expand distribution,
grow product innovation and build awareness of the flagship coconut
water brand Coco Libre. Prior to this, she was the Chief Operating
Officer and Chief Financial Officer at Zico Beverages LLC from 2009
to 2013. Before making her debut in the beverage world, Candace was
the Chief Financial Officer for five different companies including
Metropolitan Theaters; Virgin Entertainment Group; Resort Theaters
of America; OMP; and Ancora Capital. Ms. Crawford holds a Bachelor
of Science in Business from the University of Southern California
and is a Certified Public Accountant. The Company believes that Ms.
Crawford’s experience in food and beverage, consumer products,
manufacturing, retail, and commercial real estate industries brings
value to the Board.
EXECUTIVE
COMPENSATION
Summary Compensation
Table
The following table, footnotes, and narratives provides information
regarding the compensation earned by our NEOs during the years
ended December 31, 2021 and 2020:
|
Name |
|
Year |
|
Salary |
|
Bonus |
|
Stock
Awards |
|
Options |
|
Total |
|
Robert
Nistico |
|
|
2020 |
|
|
|
325,000 |
|
|
|
162,500 |
|
|
|
— |
|
|
|
750,000 |
|
|
|
1,237,500 |
|
|
Robert
Nistico |
|
|
2021 |
|
|
|
325,000 |
|
|
|
162,500 |
|
|
|
— |
|
|
|
1,378,000 |
|
|
|
1,865,500 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bill
Meissner |
|
|
2020 |
|
|
|
272,500 |
|
|
|
— |
|
|
|
— |
|
|
|
937,501 |
|
|
|
1,210,001 |
|
|
Bill
Meissner |
|
|
2021 |
|
|
|
325,000 |
|
|
|
162,500 |
|
|
|
— |
|
|
|
260,000 |
|
|
|
747,500 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dean
Huge |
|
|
2020 |
|
|
|
150,000 |
|
|
|
30,000 |
|
|
|
— |
|
|
|
450,000 |
|
|
|
630,000 |
|
|
Dean
Huge |
|
|
2021 |
|
|
|
150,000 |
|
|
|
30,000 |
|
|
|
225,334 |
|
|
|
— |
|
|
|
405,334 |
|
Employment
Agreements
Robert Nistico
On March 12, 2012, the Company entered into an employment agreement
with Robert Nistico, pursuant to which Mr. Nistico serves as Chief
Executive Officer of the Company. Pursuant to Mr. Nistico’s
employment agreement, the Company pays Mr. Nistico an annual salary
of $275,000. Mr. Nisticio also receives an annual bonus of 50% of
his annual salary and was granted an option to purchase 1,050,000
shares of common stock. In the event Mr. Nistico terminates his
employment with the Company he shall provide the Company a minimum
of 45 days of written notice.
On December 9, 2019, the board of directors of the Company extended
Mr. Nistico’s employment agreement beginning December 1, 2019 and
ending on November 30, 2024. Pursuant to the amendment, the Company
increased Mr. Nistico’s base salary from $275,000 to $325,000.
William Meissner
On May 4, 2020, the Company entered into an employment agreement
with William Meissner, pursuant to which Mr. Meissner serves as
President and Chief Marketing Officer of Company. Pursuant to Mr.
Meissner’s employment agreement, the Company pays Mr. Meissner an
annual base salary of $325,000 and includes annual increases based
on cost of living adjustments and performance at the discretion of
the Company’s Chief Executive Officer. Mr. Meissner is also
eligible for a discretionary bonus, as determined by the Company’s
Chief Executive Officer, of up to 50% of Mr. Meissner’s base
salary. Mr. Meissner also received a grant of an option to purchase
1,000,000 share of common stock under the Company’s equity
incentive plan The employment agreement with Mr. Meissner’s does
not have a fixed termination date and permits the Company to
terminate Mr. Meissner upon twenty days prior written notice and
grants Mr. Meissner the right to resign upon twenty days prior
written notice.
Equity Compensation Plan
Information
The
following table gives information as of December 31, 2021, the end
of the most recently completed fiscal year, about shares of common
stock that have been issued under our Splash Beverage Group, Inc.
2020 Incentive Plan.
|
Plan Category |
|
No. of Shares to be Issued Upon Exercise or Vesting of Outstanding
Stock Options |
|
Weighted Average Exercise Price of Outstanding Stock Options |
|
Number of Securities Remaining Available for Future Issuance Under
Equity Compensation Plans (Excluding Securities |
|
Equity compensation plan approved by board of directors |
|
|
1,065,000 |
|
|
|
2.60 |
|
|
|
1,248,133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,065,000 |
|
|
|
2.60 |
|
|
|
1,248,133 |
|
Outstanding Equity Awards
at December 31, 2021
The following table summarizes the total outstanding equity awards
as of December 31, 2021, for each Named Executive Officer:
|
Name |
|
Grant
Date |
|
Number of Securities Underlying Unexercised Options
Exercisable |
|
Option Awards Number of Securities Underlying Unexercised Options
Unexercisable |
|
Option
Exercise
Price |
|
Option
Expiration
Date |
|
Robert Nistico |
|
12/9/2019 |
|
|
159,008 |
|
|
|
— |
|
|
|
2.19 |
|
|
12/8/2024 |
| Robert
Nistico |
|
9/16/2021 |
|
|
722,222 |
|
|
|
277,778 |
|
|
|
2.25 |
|
|
9/16/2025 |
| Robert
Nistico |
|
9/16/2021 |
|
|
353,333 |
|
|
|
176,667 |
|
|
|
2.60 |
|
|
9/29/2026 |
| Bill
Meissner |
|
9/16/2021 |
|
|
305,555 |
|
|
|
111,111 |
|
|
|
2.25 |
|
|
10/9/2025 |
| Bill
Meissner |
|
9/16/2021 |
|
|
66,666 |
|
|
|
33,334 |
|
|
|
2.60 |
|
|
9/29/2026 |
Pension Benefits
None of our employees participate in or have account balances in
qualified or non-qualified defined benefit plans sponsored by us.
Our Compensation and Management Resources Committee may elect to
adopt qualified or non-qualified benefit plans in the future if it
determines that doing so is in our Company’s best interests.
Potential Payments Under
Severance/Change in Control Arrangements
The table below sets forth potential payments payable to our
current executive officers in the event of a termination of
employment under various circumstances. For purposes of calculating
the potential payments set forth in the table below, we have
assumed that (i) the date of termination was December 31,
2021.
|
Name |
|
Termination of
Employment
Other Than for
Cause or
Resignation for
Good Reason
(Not in
Connection
with a Change
in Control)
($) |
|
Termination
Following a
Change in
Control without
Cause or
Executive
Resigns with
Good Reason
($) |
|
Robert Nistico |
|
|
|
|
|
|
|
|
|
Cash Payment |
|
$ |
135,417 |
|
|
$ |
— |
|
|
Acceleration of Options |
|
$ |
— |
|
|
$ |
— |
|
| |
|
|
|
|
|
|
|
|
|
Dean Huge |
|
|
|
|
|
|
|
|
|
Cash Payment |
|
$ |
— |
|
|
$ |
— |
|
|
Acceleration of Options |
|
$ |
— |
|
|
$ |
— |
|
| |
|
|
|
|
|
|
|
|
|
Bill Meissner |
|
|
|
|
|
|
|
|
|
Cash Payment |
|
$ |
325,000 |
|
|
$ |
— |
|
|
Acceleration of Options |
|
$ |
— |
|
|
$ |
— |
|
| |
|
|
|
|
|
|
|
|
|
Total Cash and Benefits |
|
$ |
460,417 |
|
|
$ |
— |
|
For each of our executive officers, the term “change of control”
means:
|
(i) |
the direct or indirect sale, transfer, conveyance
or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all
or substantially all of the properties or assets of the Company and
its subsidiaries, taken as a whole, to any “Person” (as that term
is used in Section 13(d)(3) of the Exchange Act) that is not
an Affiliate; |
|
(ii) |
the “Incumbent Directors” (meaning those
individuals who, on date the Plan was adopted by the Board of
Directors (the “Effective Date”), constitute the Board of
Directors, provided that any individual becoming a director
subsequent to the Effective Date whose election or nomination for
election to the Board of Directors was approved by a vote of at
least two-thirds of the Incumbent Directors then on the Board of
Directors (either by a specific vote or by approval of the proxy
statement of the Company in which such person is named as a nominee
for director without objection to such nomination) shall be an
Incumbent Director, and further provided that no individual
initially elected or nominated as a director of the Company as a
result of an actual or threatened election contest with respect to
directors or as a result of any other actual or threatened
solicitation of proxies by or on behalf of any person other than
the Board of Directors shall be an Incumbent Director) cease for
any reason to constitute at least a majority of the Board of
Directors; |
|
(iii) |
the date which is 10 business days prior to the
consummation of a complete liquidation or dissolution of the
Company; |
|
(iv) |
the acquisition by any Person of “Beneficial
Ownership” (within the meaning of Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating
the Beneficial Ownership of any particular Person, such Person
shall be deemed to have beneficial ownership of all securities that
such Person has the right to acquire by conversion or exercise of
other securities, whether such right is currently exercisable or is
exercisable only after the passage of time) of 50% or more (on a
fully diluted basis) of either (A) the then outstanding shares
of Common Stock of the Company, taking into account as outstanding
for this purpose such Common Stock issuable upon the exercise of
options or warrants, the conversion of convertible stock or debt,
and the exercise of any similar right to acquire such Common Stock
(the “Outstanding Company Common Stock”) or (B) the combined
voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors
(the “Outstanding Company Voting Securities”); provided,
however, that for purposes of the Plan, the following
acquisitions shall not constitute a Change of Control: (I) any
acquisition by the Company or any Affiliate, (II) any acquisition
by any employee benefit plan sponsored or maintained by the Company
or any Affiliate, (III) any acquisition which complies with
clauses, (A), (B) and (C) of subsection (v) of this
definition, or (IV) in respect of an award held by a particular
participant, any acquisition by the participant or any group of
persons including the participant (or any entity controlled by the
participant or any group of persons including the participant);
or |
|
(v) |
the consummation of a reorganization, merger,
consolidation, statutory share exchange or similar form of
corporate transaction involving the Company that requires the
approval of the Company’s shareholders, whether for such
transaction or the issuance of securities in the transaction (a
“Business Combination”), unless immediately following such Business
Combination: (A) more than 50% of the total voting power of
(I) the entity resulting from such business combination (the
“Surviving Company”), or (II) if applicable, the ultimate parent
entity that directly or indirectly has beneficial ownership of
sufficient voting securities eligible to elect a majority of the
members of the Board of Directors (or the analogous governing body)
of the Surviving Company (the “Parent Company”), is represented by
the outstanding company voting securities that were outstanding
immediately prior to such business combination (or, if applicable,
is represented by shares into which the outstanding company voting
securities were converted pursuant to such business combination),
and such voting power among the holders thereof is in substantially
the same proportion as the voting power of the outstanding company
voting securities among the holders thereof immediately prior to
the business combination; (B) no Person (other than any
employee benefit plan sponsored or maintained by the Surviving
Company or the Parent Company) is or becomes the beneficial owner,
directly or indirectly, of 50% or more of the total voting power of
the outstanding voting securities eligible to elect members of the
Board of Directors of the Parent Company (or the analogous
governing body) (or, if there is no Parent Company, the Surviving
Company); and (C) at least a majority of the members of the
Board of Directors (or the analogous governing body) of the Parent
Company (or, if there is no Parent Company, the Surviving Company)
following the consummation of the business combination were board
members at the time of the Board of Directors’ approval of the
execution of the initial agreement providing for such business
combination |
The cash component (as opposed to option accelerations) of any
change of control payment would be structured as a one-time cash
severance payment.
PRINCIPAL
STOCKHOLDERS
The following table sets forth certain information with respect to
the beneficial ownership of our common stock as of October 26,
2022, and as adjusted to reflect the sale of common stock in this
offering, for:
|
●
|
each
of our current directors and executive officers;
|
| |
|
|
●
|
all
of our current directors and executive officers as a group;
and
|
| |
|
|
●
|
each
person, or group of affiliated persons, who beneficially owned more
than 5% of our common stock.
|
Except as indicated by the footnotes below, we believe, based on
information furnished to us, that the persons and entities named in
the table below have sole voting and sole investment power with
respect to all shares of common stock that they beneficially,
subject to applicable community property laws. Unless otherwise
specified, the address for each of the persons named in the table
is 1314 E Las Olas Blvd. Suite 221, Fort Lauderdale, Florida
33301.
Our calculation of the percentage of beneficial ownership prior to
this offering is based on 39,946,916 shares of common stock
outstanding as of October 26, 2022. We have determined beneficial
ownership in accordance with the rules of the SEC, and the
information is not necessarily indicative of beneficial ownership
for any other purpose. Under Rule 13d-3 of the Exchange Act of
1934, as amended (the “Exchange Act”), a beneficial owner of a
security includes any person who, directly or indirectly, through
any contract, arrangement, understanding, relationship or otherwise
has or shares: (i) voting power, which includes the power to vote
or to direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of shares.
Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the
power to dispose of the shares). In addition, shares are deemed to
be beneficially owned by a person if the person has the right to
acquire the shares (for example, upon exercise of an option) within
60 days of the date as of which the information is provided. In
computing the percentage ownership of any person or persons, the
amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person or persons (and only such
person or persons) by reason of these acquisition rights.
|
Name |
|
Shares of Common Stock |
|
Percentage of
Common Stock |
| Executive Officers
and Directors |
|
|
|
|
|
|
|
|
| Robert Nistico |
|
|
1,350,000 |
|
|
|
3.4 |
% |
| |
|
|
|
|
|
|
|
|
| Justin Yorke(1) |
|
|
5,508,825 |
|
|
|
13.8 |
% |
| |
|
|
|
|
|
|
|
|
| Peter McDonough |
|
|
22,715 |
|
|
|
0.1 |
% |
| |
|
|
|
|
|
|
|
|
| Candace
Crawford |
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
| Officers and Directors as a Group (5
individuals) |
|
|
6,881,540 |
|
|
|
17.2 |
% |
| 5% or greater
owners: |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Total |
|
|
6,881,540 |
|
|
|
17.2 |
% |
|
(1)
|
Of
which 1,398,012 shares are held by JMW Fund LLC, 790,854 shares are
held by San Gabriel LLC and 3,297,243 shares are held by Richland
Fund LLC. All funds are managed by Mr. Yorke.
|
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
The following is a description of the transactions and series of
similar transactions, since January 1, 2021, that we were a
participant or will be a participant in, which:
|
●
|
the
amount involved exceeds the lesser of $120,000 or one percent of
the average of the smaller reporting company’s total assets at
year-end for the last two completed fiscal years; and
|
| |
|
|
●
|
any
of our directors, executive officers, holders of more than 5% of
our capital stock (which we refer to as “5% stockholders”) or any
member of their immediate family had or will have a direct or
indirect material interest, other than compensation arrangements
with directors and executive officers.
|
During the normal course of business, we incurred expenses related
to services provided by our CEO or Company expenses paid by our
CEO, resulting in related party payables, net of $0 as of March 31,
2021.
PRINCIPAL ACCOUNTING FEES
AND SERVICES
December 31, 2021
|
Audit |
|
$ |
158,500 |
|
| Audit
related |
|
|
— |
|
|
Tax |
|
|
3,200 |
|
|
Total |
|
$ |
161,700 |
|
December 31, 2020
|
Audit |
|
$ |
103,539 |
|
| Audit
related |
|
|
— |
|
|
Tax |
|
|
3,200 |
|
|
Total |
|
$ |
106,739 |
|
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL 1
ELECTION OF DIRECTORS
The authorized number of members of the Board of Directors consists
of six directors. Our Board of Directors recommends that Robert
Nistico, Justin Yorke, Peter McDonough, and Candace Crawford be
elected as members of the Board of Directors at the annual meeting.
There are no family relationships between any of the executive
officers and directors.
Pursuant to our bylaws, our Directors hold office until the next
succeeding annual meeting of shareholders and until their
successors shall have been elected and shall qualify. Any Director
or Directors of the corporation may be removed at any time, with or
without cause, in the manner provided in Nevada Revised Statutes. A
Director may resign at any time by giving written notice to the
Board of Directors, President or Secretary of the corporation. The
resignation shall take effect upon the date of receipt of such
notice, or at any later period of time specified therein. The
acceptance of such resignation shall not be necessary to make it
effective, unless the resignation requires it to be effective as
such.
Vote Required
Directors are elected by a majority of the issued and outstanding
shares entitled to vote on the proposal. Broker non-votes will not
affect the outcome of the election of directors because brokers do
not have discretion to cast votes on this proposal without
instruction from the beneficial owner of the shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ELECTION
OF
THE DIRECTOR NOMINEES.
PROPOSAL 2
TO APPROVE AN AMENDMENT TO OUR ARTICLES OF INCORPORATION, AS
AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK FROM 150,000,000 TO 300,000,000
General
The Board of Directors has approved and adopted for submission to
our stockholders an amendment to Article II, Section 1 of the
Company’s articles of incorporation to increase the number of
authorized shares of common stock of the Company from 150,000,000
to 300,000,000. The Board believes that the amendment is necessary
to maintain flexibility to issue shares of common stock to raise
cash in one or more equity financings to fund our operations, to
effect future awards under stockholder-approved equity incentive
plans or for other general corporate purposes.
Current Capital Structure
As of October 26, 2022, we had 150,000,000 authorized shares, with
150,000,000 shares designated as common stock, $0.001 par value per
share, of which 39,946,916 shares were issued and outstanding. Of
the remaining 110,053,084 authorized shares of common stock,
10,098,834 shares are reserved for issuance upon the exercise of
outstanding warrants, and 3,173,495 shares are reserved for
issuance upon the exercise of issued and outstanding equity awards
under the current equity incentive plans. This leaves 96,780,755
shares of our authorized common stock unissued and unreserved and
available for future issuance.
Background and Purpose of the Amendment
While we believe our current cash resources to be sufficient to
fund our operations for at least the next twelve months, we believe
that we will need the ability to raise cash in the future in one or
more equity financings to fund our operations, or for potential
future acquisitions, as well as to affect future awards under
stockholder-approved equity incentive plans or for other general
corporate purposes. With our current number of remaining authorized
shares, we have limited ability to issue shares upon exercises of
outstanding options and warrants, we do not have any present plan,
arrangement or understanding to issue any of the shares of common
stock that will become available as a result of this proposed
amendment. However, our Board believes it is in the best interests
of the Company and our stockholders to have the shares available to
provide additional flexibility to use our common stock for business
and financial purposes in the future. The additional 150,000,000
authorized shares of common stock would be available for issuance
for various purposes, as our Board may deem advisable, such as for
future financings, to satisfy the issuance of shares of common
stock on the conversion or exercise of our options, warrants or
other convertible securities, to provide equity incentive to
employees, officers, consultants and directors, to make stock-based
acquisitions and for other general corporate purposes.
The additional authorized shares of common stock under the proposed
amendment will provide us with essential flexibility to use our
common stock, without further stockholder approval (except to the
extent such approval may be required by law or by applicable
exchange listing standards) to act quickly for any proper corporate
purposes, including, without limitation, raising capital through
one or more future public offerings or private placements of equity
securities expanding our business and product pipeline, acquisition
transactions, licensing, joint venture and other transactions,
entering into strategic relationships, initiating commercial
preparatory plans, providing equity-based compensation and/or
incentives to employees, consultants, officers and directors,
effecting stock dividends or for other general corporate purposes.
For example, we will require substantial additional funding in
order to develop and, if successful, commercialize our product
candidates, and the additional authorized shares of common stock
under the proposed amendment could be utilized for raising capital
if we have an appropriate opportunity. Having an increased number
of authorized but unissued shares of common stock would allow us to
take prompt action with respect to corporate opportunities that
develop, without the delay and expense of convening a special
meeting of stockholders for the purpose of approving an increase in
our capitalization. The Board will determine whether, when and on
what terms the issuance of shares of common stock may be warranted
in connection with any of the foregoing purposes.
The Board believes this is good governance and standard for many
companies at this stage of development. If the proposed amendment
is not approved by our stockholders, our business development and
financing alternatives will be limited by the lack of sufficient
unissued and unreserved authorized shares of common stock, and
stockholder value may be harmed, perhaps severely, by this
limitation. In addition, our success depends in part on our
continued ability to attract, retain and motivate highly qualified
management and clinical and scientific personnel, and if the
amendment is not approved by our stockholders, the lack of
sufficient unissued and unreserved authorized shares of common
stock to provide future equity incentive opportunities that our
Compensation Committee deems appropriate could adversely impact our
ability to achieve these goals. In summary, if our stockholders do
not approve the amendment, we may not be able to access the capital
markets, initiate or complete clinical trials and other key
development activities, complete corporate collaborations or
partnerships, conduct strategic business development initiatives,
add to our product pipeline, attract, retain and motivate employees
and others required to make our business successful, and pursue
other business opportunities integral to our growth and success,
all of which could severely harm our company and our future
prospects.
Because it is anticipated that our directors and executive officers
will be granted additional equity awards under the 2020 Plan, they
may be deemed to have an indirect interest in the proposed
amendment, because absent the amendment, we would not have
sufficient authorized shares to grant such awards. However, the
Board believes the amount of shares authorized by the 2020 Plan is
small in relation to the total authorized shares of common stock of
the Company.
The proposed amendment would not have any effect on par value. Our
common stock is all of a single class, with equal voting,
distribution, liquidation and other rights. The additional common
stock to be authorized by adoption of the amendment would have
rights identical to our currently outstanding common stock. Should
our Board of Directors issue additional shares of common stock,
existing stockholders would not have any preferential rights to
purchase any newly authorized shares of common stock solely by
virtue of their ownership of shares of our common stock, and their
percentage ownership of our then outstanding common stock could be
reduced. The issuance of additional shares of common stock could
have the effect of diluting existing stockholder earnings per
share, book value per share and voting power.
Rights of Additional Authorized Shares
The additional common stock to be authorized by stockholder
approval of this proposal would have rights identical to the
currently outstanding shares of our common stock.
Potential Adverse Effects of the Amendment
Adoption of the amendment will have no immediate dilutive effect on
the proportionate voting power or other rights of the Company’s
existing stockholders. However, any future issuance of additional
authorized shares of our common stock or preferred stock, at the
future direction of the Board of Directors (and upon the approval
of stockholders, if and as required by applicable law and any stock
exchange regulation, if applicable) may, among other things, dilute
the earnings per share of common stock and the equity and voting
rights of those holding common stock at the time the additional
shares are issued.
In addition to the purposes mentioned above, an increase in the
number of authorized shares of common stock may make it more
difficult to, or discourage an attempt to, obtain control of the
Company by means of a takeover bid that the Board of Directors
determines is not in the best interest of the Company and its
stockholders. However, the Board of Directors does not intend or
view the proposed increase in the number of authorized shares of
common stock as an anti-takeover measure and is not aware of any
attempt or plan to obtain control of the Company.
Appraisal Rights
Pursuant to the Nevada Revised Statutes, stockholders are not
entitled to appraisal rights with respect to the Share
Increase.
Effectiveness of Amendment
If the amendment is adopted, it will become effective upon the
filing of a certificate of amendment to our articles of
incorporation with the Secretary of State of the State of
Nevada.
Vote Required
The proposal to approve an amendment to our Articles of
Incorporation, as amended, to increase the number of authorized
shares of common stock from 150,000,000 to 300,000,000 requires the
votes cast “FOR” the proposal majority of the issued and
outstanding shares entitled to vote as of the Record Date.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE
ADOPTION AND APPROVAL OF AN AMENDMENT TO OUR ARTICLES OF
INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK FROM 150,000,000 TO 300,000,000.
OTHER MATTERS
As of the date hereof, there are no other matters that we intend to
present, or have reason to believe others will present, at the
annual meeting of stockholders. If, however, other matters properly
come before the annual meeting of stockholders, the accompanying
proxy authorizes the person named as proxy or his substitute to
vote on such matters as he determines appropriate.
ANNUAL REPORT ON FORM
10-K
As required, we have filed our Form 10-K for the fiscal year
ended December 31, 2021 with the SEC. Stockholders may obtain,
free of charge, a copy of the 2021 Form 10-K annual report by
writing to us at 1314 E. Las Olas Blvd, Suite 221, Fort Lauderdale,
Florida 33301, Attention: Robert Nistico, Chief Executive Officer,
or from our website, www.splashbeveragegroup.com under the
heading “Investors” and the subheading “SEC Filings” at
www.proxyvote.com or at www.sec.gov.
HOUSEHOLDING OF PROXY
MATERIALS
The SEC has adopted rules that permit companies and intermediaries
such as brokers to satisfy delivery requirements for proxy
statements with respect to two or more stockholders sharing the
same address by delivering a single proxy statement addressed to
those stockholders. This process, which is commonly referred to as
“house holding,” potentially provides extra convenience for
stockholders and cost savings for companies. We and some brokers
household proxy materials, delivering a single proxy statement 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 us that they are
or we will be house holding materials to your address, house
holding will continue until you are notified otherwise or until you
revoke your consent. If, at any time, you no longer wish to
participate in house holding and would prefer to receive a separate
proxy statement, or if you currently receive multiple proxy
statements and would prefer to participate in house holding, please
notify your broker if your shares are held in a brokerage account
or us if you hold registered shares. You can notify us by sending a
written request to 1314 E. Las Olas Blvd, Suite 221, Fort
Lauderdale, Florida 33301, Attention: Robert Nistico, Chief
Executive Officer.
PROPOSALS OF
STOCKHOLDERS
Stockholders may present proposals intended for inclusion in our
proxy statement for our 2023 Annual Meeting of Stockholders
provided that such proposals are received by the Secretary of the
Company in accordance with the time schedules set forth in, and
otherwise in compliance with, applicable SEC regulations, and the
Company’s amended and restated bylaws, as applicable. Proposals
submitted not in accordance with such regulations will be deemed
untimely or otherwise deficient; however, the Company will have
discretionary authority to include such proposals in the 2023 Proxy
Statement.
Additional Information
Accompanying this Proxy Statement is a copy of our Annual Report
for the year ended December 31, 2021. Such report constitutes
our Annual Report to Stockholders for purposes of Rule 14a-3
under the Exchange Act. Such report includes our audited financial
statements for the fiscal year ended December 31, 2021 and
certain other financial information, which is incorporated by
reference herein. We are subject to the informational requirements
of the Exchange Act and in accordance therewith file reports, proxy
statements and other information with the SEC. Such reports, proxy
statements and other information are available on the SEC’s website
at www.sec.gov.
WHERE YOU CAN FIND MORE
INFORMATION
This proxy statement refers to certain documents that are not
presented herein or delivered herewith. Such documents are
available to any person, including any beneficial owner of our
shares, to whom this proxy statement is delivered upon oral or
written request, without charge. Requests for such documents should
be directed to Chief Executive Officer, Splash Beverage Group,
Inc., 1314 E. Las Olas Blvd, Suite 221, Fort Lauderdale, Florida
33301. Please note that additional information can be obtained from
our website at www.relmada.com.
We file annual and special reports and other information with the
SEC. Certain of our SEC filings are available over the Internet at
the SEC’s web site at http://www.sec.gov. You may also read
and copy any document we file with the SEC at its public reference
facilities:
Public Reference Room Office 100 F Street, N.E.
Room 1580
Washington, D.C. 20549
You may also obtain copies of the documents at prescribed rates by
writing to the Public Reference Section of the SEC at 100 F Street,
N.E., Room 1580, Washington, D.C. 20549. Callers in the
United States can also call (202) 551-8090 for further
information on the operations of the public reference
facilities.
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