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
Filed
by the Registrant ☒ |
|
Filed
by a Party other than the Registrant ☐ |
|
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 |
☐ |
Soliciting
Material Pursuant to §240.14a-12 |
BLUE
STAR FOODS CORP.
(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): |
☒ |
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). |
BLUE
STAR FOODS CORP.
3000 NW 109th Avenue
Miami, Florida 33172
November
9, 2022
To
our Stockholders:
It
is my pleasure to invite you to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Blue Star Foods
Corp. (the “Company”) to be held on December 12, 2022 at 10:00 a.m., Eastern Standard Time at the offices of the Company
located at 3000 NW 109th Avenue, Miami, Florida 33172.
The
enclosed Notice of the 2022 Annual Meeting of Stockholders and Proxy Statement include information about the matters to be acted upon
by stockholders at the Annual Meeting. You may vote by completing, signing and returning your completed proxy card (or a voting instruction
form, if you hold your shares through a broker). If you decide to attend the Annual Meeting of Stockholders, you may revoke your proxy
at that time and vote your shares at such meeting.
Stockholders
of record at the close of business on October 21, 2022 are entitled to notice of and to vote at the Annual Meeting.
We
have also enclosed our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which contains important business and
financial information regarding the Company. The Annual Report is not part of the proxy solicitation materials.
|
Sincerely, |
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/s/
John R. Keeler |
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John
R. Keeler |
|
Executive
Chairman and Chief Executive Officer |
BLUE
STAR FOODS CORP.
NOTICE
OF THE 2022 ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD DECEMBER 12, 2022
To
the Stockholders of Blue Star Foods Corp.:
The
2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Blue Star Foods Corp. (the “Company”) will be held
on December 12, 2022 at 10:00 a.m., Eastern Standard Time, at the offices of the Company located at 3000 NW 109th Avenue, Miami, Florida
33172.
At
the Annual Meeting, stockholders will be asked to vote on the following matters (as more fully described in the Proxy Statement accompanying
this Notice):
1. |
To
elect seven (7) directors of the Company for a three-year term to serve until the 2025 annual meeting of stockholders or until their
successors are duly elected and qualified; |
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2. |
To
ratify the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the year ending
December 31, 2022; |
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3. |
To
approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; |
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4. |
To
approve, on a non-binding advisory basis, the frequency with which the Company holds advisory votes regarding the compensation of
the Company’s named executive officers; and |
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5. |
To
transact such other business that properly comes before the Annual Meeting or any adjournment
or postponement thereof.
The
Board of Directors recommends that you vote in favor of each director nominee and each of these proposals. Please refer to the Proxy
Statement for detailed information about the Annual Meeting, each director nominee, and each of the proposals, as well as voting
instructions. Your vote is important, and we strongly urge you to cast your vote as soon as possible even if you plan to attend
the Annual Meeting. |
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By Order of the Board of Directors, |
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/s/ John Keeler |
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Executive Chairman and Chief Executive Officer |
BLUE
STAR FOODS CORP.
3000
NW 109th AVENUE
MIAMI,
FLORIDA 33172
PROXY
STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS
December
12, 2022
GENERAL
INFORMATION
This
Proxy Statement is being furnished to the stockholders of Blue Star Foods Corp. (the “Company”) in connection with the solicitation
of proxies by the Board of Directors of the Company (the “Board”). The proxies are for use at the 2022 Annual Meeting of
Stockholders of the Company to be held on December 12, 2022, at 10:00 a.m. Eastern Standard Time, or at any adjournment thereof (the
“Annual Meeting”).
The
shares represented by your proxy will be voted as indicated on your properly executed and returned proxy. If no directions are given
on the proxy, the shares represented by your proxy will be voted:
FOR
the election of the director nominees named herein (Proposal One), unless you specifically withhold authority to vote for one or
more of the director nominees.
FOR
ratifying the appointment of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2022 (Proposal Two).
FOR
the approval of the non-binding advisory vote on executive compensation (Proposal Three).
FOR
the approval of the non-binding advisory vote to be held every three (3) years regarding the compensation of the Company’s
named executive officers (Proposal Four).
The
Company knows of no other matters to be submitted to the Annual Meeting. If any other matters properly come before the Annual Meeting,
it is the intention of the persons named in the accompanying form of proxy to vote the shares they represent as the Board may recommend.
These
proxy solicitation materials are first being mailed to stockholders on or about November 9, 2022.
VOTING
SECURITIES
Stockholders
of record at the close of business on October 21, 2022 (the “Record Date”) are entitled to notice of and to vote at the Annual
Meeting. As of the Record Date, 25,532,251 shares of the Company’s common stock, $0.0001 par value (“Common Stock”),
were issued and outstanding.
Each
holder of Common Stock is entitled to one vote for each share of Common Stock held as of the Record Date.
RESULTS
Voting
results will be tabulated and certified by the Inspector of Elections appointed for the Annual Meeting. The preliminary voting results
will be announced at the Annual Meeting. The final results will be filed with the Securities and Exchange Commission (the “SEC”)
on a Current Report on Form 8-K within four business days of the Annual Meeting.
QUORUM;
ABSTENTIONS; BROKER NON-VOTES
A
majority of the aggregate voting power of the outstanding shares of Common Stock as of the Record Date must be present, in person or
by proxy, at the Annual Meeting in order to have the required quorum for the transaction of business. If the aggregate voting power of
the shares of Common Stock present, in person and by proxy, at the Annual Meeting does not constitute the required quorum, the Annual
Meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum.
Shares
of Common Stock that are voted “FOR,” “AGAINST” or “ABSTAIN” are treated as being present at the
Annual Meeting for purposes of establishing a quorum. Shares that are voted “FOR,” “AGAINST” or “ABSTAIN”
with respect to a matter will also be treated as shares entitled to vote at the Annual Meeting (the “Votes Cast”) with respect
to such matter. Abstentions will be counted for purposes of quorum and will have the same effect as a vote “AGAINST” a proposal.
Broker
non-votes (i.e., votes for shares of Common Stock held as of the Record Date by brokers or other custodians as to which the beneficial
owners have given no voting instructions) will be counted as “shares present” at the Annual Meeting for purposes of determining
the presence or absence of a quorum for the transaction of business so long as the broker can vote on any proposal being considered.
However, brokers cannot vote on their clients’ behalf on “non-routine” proposals for which they have not received voting
instructions from their clients for such proposals. The vote on Proposals One, Three and Four are considered “non-routine.”
Accordingly, broker non-votes will not have any effect with respect to Proposals One, Three and Four as shares that constitute broker
non-votes are not considered entitled to vote on these matters.
Brokers
do have authority to vote uninstructed shares for or against “routine” proposals. Proposal Two constitutes a “routine”
proposal. Accordingly, a broker may vote uninstructed shares “FOR” or “AGAINST” Proposal Two.
STOCKHOLDER
PROPOSALS FOR 2023 ANNUAL MEETING
In
order for any stockholder proposal submitted pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), to be included in the Company’s Proxy Statement to be issued in connection with the
2023 Annual Meeting of Stockholders, such stockholder proposal must be received by the Company not less than 120 calendar days prior
to November 9, 2023. Accordingly, stockholder proposals must be received no later than July 12, 2023. In order for
stockholders to give timely notice of nominations for directors, other than those nominated by the Company, for inclusion on a
universal proxy card in connection with the 2023 Annual Meeting, notice must be submitted no later than October 13, 2023 and
include all of the information required by Rule 14a-19 under the Exchange Act and the Company’s bylaws. All stockholder
proposals must be made in writing addressed to John Keeler, the Company’s Executive Chairman, at 3000 NW 109th
Avenue, Miami, Florida 33172 and be in compliance with the Company’s bylaws.
REVOCABILITY
OF PROXY
Any
proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering to John Keeler,
the Company’s Executive Chairman, a written notice of revocation, a duly executed proxy bearing a later date or by attending the
Annual Meeting and voting. Attending the Annual Meeting in and of itself will not constitute a revocation of a proxy.
DISSENTERS’
RIGHT OF APPRAISAL
Under
Delaware General Corporation Law stockholders are not entitled to any appraisal or similar rights of dissenters with respect to any of
the proposals to be acted upon at the Annual Meeting.
SOLICITATION
Proxies
may be solicited by certain of the Company’s directors, executive officers and regular employees, without additional compensation,
in person, or by telephone, mail, e-mail or facsimile. The cost of soliciting proxies will be borne by the Company. The Company expects
to reimburse brokerage firms, banks, custodians and other persons representing beneficial owners of shares of Common Stock for their
reasonable out-of-pocket expenses in forwarding solicitation material to such beneficial owners.
Some
banks, brokers and other record holders have begun the practice of “householding” notices, proxy statements and annual reports.
“Householding” is the term used to describe the practice of delivering a single set of notices, proxy statements and annual
reports to any household at which two or more stockholders reside if a company reasonably believes the stockholders are members of the
same family. This procedure reduces the volume of duplicate information stockholders receive and also reduces a company’s printing
and mailing costs. The Company will promptly deliver an additional copy of any such document to any stockholder who writes or calls the
Company. Alternatively, if you share an address with another stockholder and have received multiple copies of our notices, proxy statements
and annual reports, you may contact us to request delivery of a single copy of these materials. Any such written request should be directed
to Silvia Alana, Secretary, at 3000 NW 109th Avenue, Miami, Florida 33172. If you receive more than one proxy card because your shares
are registered in different accounts follow the instructions included on each proxy card and vote each proxy card.
AVAILABILITY
OF PROXY MATERIALS
This
Proxy Statement and form of proxy, together with our Annual Report on Form 10-K (the “Annual Report”), are first being made
available to stockholders beginning approximately November 9, 2022. The Annual Report is not a part of the proxy solicitation
materials. These documents are also included in our filings with the SEC, which you can access electronically at the SEC’s website
at http://www.sec.gov and on the Company’s website at http://www.bluestarfoods.com.
A
complete list of the stockholders entitled to vote at the Annual Meeting will be available for inspection for any purpose germane to
the Annual Meeting ten days prior to the Annual Meeting at the Company’s offices at 3000 NW 109th Avenue, Miami, Florida 33172
during ordinary business hours.
VOTING
AND STOCK OWNERSHIP
If
shares are registered directly in a stockholder’s name with the Company’s transfer agent, you are a record holder with respect
to those shares and the Proxy Statement and form of Proxy are sent directly to you. You can vote your shares by completing, dating and
signing the proxy card that is included with this proxy statement.
If
your shares are held in a brokerage account or by a bank or other nominee, you are the beneficial owner of shares held in “street
name.” The Proxy Statement and the form of voting instruction card are sent to you by your broker, trustee, or other nominee who
is considered, with respect to those shares, the stockholder of record.
If
you are a stockholder of record as of the close of business on the Record Date, you may attend the Annual Meeting and vote your shares
of Common Stock in person instead of returning your signed proxy card. If you are a beneficial owner of shares of Common Stock registered
in the name of your broker, bank, or other nominee, you must follow the instructions provided to you and obtain a valid proxy from your
broker, bank or other nominee to vote your shares of Common Stock in person at the Annual Meeting.
PROPOSAL
ONE
ELECTION OF DIRECTORS
The
Board currently consists of seven (7) directors. All of the current members of the Board have been nominated for re-election. Stockholders
and their proxies cannot vote for more than seven (7) nominees at the Annual Meeting. Each nominee has consented to being named as a
nominee for election as a director and has agreed to serve if elected; however, if a nominee should withdraw his or her name from consideration
for any reason or otherwise become unable to serve before the Annual Meeting, the Board reserves the right to substitute another person
as nominee, and the persons named on your proxy card as proxies will vote for any substitute nominated by the Board. At the Annual Meeting,
directors will be elected to serve for three-year terms expiring at the 2025 annual meeting of stockholders or until their successors
are elected and qualified or until their earlier resignation or removal. This Proposal One relates to the election of directors to take
effect immediately upon the Annual Meeting.
The
directors shall be elected by a majority of the Votes Cast at the Annual Meeting (with abstentions and broker non-votes not counted as
a Vote Cast with respect to that director) in accordance with our by-laws.
If
any nominee is not available for election at the time of the Annual Meeting (which is not anticipated), the proxy holders named in the
proxy, unless specifically instructed otherwise in the proxy, will vote for the election of such other person as the existing Board may
recommend, unless the Board decides to reduce the number of directors of the Company. Certain information about the nominees to the Board
is set forth below.
John
Keeler, 51, has been Executive Chairman of the Board since November 8, 2018 and Chief Executive Officer since August 1,
2019. Mr. Keeler founded John Keeler & Co., d/b/a Blue Star Foods in May 1995 and served as its Executive Chairman of the Board since
inception during which time he grew the company to become one of the leading marketers of imported blue swimming crab meat in the United
States. Mr. Keeler built sales over the past 20 years to $35+ million annually through 2017. Mr. Keeler oversees procurement as well
as operating facilities in the Philippines and Indonesia. Mr. Keeler is an executive committee member of the National Fisheries Institute-Crab
Council and a founding member of the Indonesia and Philippines crab meat processors associations. Mr. Keeler received his BS in Economics
from Rutgers University in 1995 and attended Harvard Business School executive programs in supply chain management, negotiations and
marketing in 2005. Mr. Keeler’s extensive experience in the industry led to the decision to appoint him to the Board.
Nubar
Herian, 53, has been a director since November 8, 2018. Since 2014, Mr. Herian has been the chief executive officer of Monaco
Group Holdings, a privately-held company headquartered in Miami, Florida, which owns and operates Monaco Foods, Inc., an importer, exporter
and distributor of premium gourmet foods from around the world. Since 1995, Mr. Herian has been the commercial director of Casa de Fruta
Caracas, a privately-held company based in Caracas, Venezuela, that focuses on importing foods. Mr. Herian is also the president of Lunar
Enterprises, Corp. (“Lunar”), a holding company for his family’s public and private equity investments and real estate
holdings. Mr. Herian received his BS in Mechanical Engineering from Florida Atlantic University in 1994 and an Executive M.B.A. from
the University of Miami in 2014. Mr. Herian’s experience in the food import industry led to the decision to appoint him to the
Board.
Jeffrey
J. Guzy, 71, has been a director since April 12, 2021. Mr. Guzy has served as a director of Leatt Corp. (OTC: LEAT), since April
2007 and from October 2007 to August 2010, as its President. Mr. Guzy has served as an independent director and chairman of the audit
committee of Capstone Companies, Inc. (OTC: CAPC), a public holding company, since April 2007, as an independent director and chairman
of the audit committee of Purebase Corporation (OTC: PUBC), a diversified resource company, since April 2020 and as Chairman of CoJax
Oil and Gas Corporation (OTCPK: CJAX), an early stage oil and gas exploration and production company, since May 2018, and was appointed
as its chief executive officer in January 2020. Mr. Guzy has served as an executive manager or consultant for business development, sales,
customer service, and management in the telecommunications industry, specifically, with IBM Corp., Sprint International, Bell Atlantic
Video Services, Loral CyberStar, and FaciliCom International. Mr. Guzy has also started his own telecommunications company providing
Internet services in Western Africa. Mr. Guzy has an M.B.A in Strategic Planning and Management from The Wharton School of the University
of Pennsylvania, an M.S. in Systems Engineering from the University of Pennsylvania, a B.S. in Electrical Engineering from Penn State
University, and a Certificate in Theology from Georgetown University. Mr. Guzy’s extensive public company board experience led
to the decision to appoint him to the Board.
Timothy
McLellan, 65, has been a director since April 12, 2021. Mr. McLellan has more than 35 years of operating experience and has served
as a seafood executive in both the U.S. and Asia. Mr. McLellan is currently managing director of Maijialin Consulting Company Ltd. which
provides international business development consulting services for import/export cold chain supply logistics and foodservice distribution.
Prior thereto from April 2009 until February 2019, Mr. McLellan was managing director, business development for Preferred Freezer Services
(Shanghai) Co. Ltd, a Singapore-based logistics and industrial infrastructure provider. Between 2019 and 2020, Mr. McLellan served as
a private equity operating partner for CITIC Capital Partners (Shanghai) Ltd. Prior to that, from 2009 through 2019, Mr. McLellan served
in various executive capacities, including Chairman for SinotransPFS Cold Chain Logistics Company, Ltd., a logistics company. Between
2004 and 2009, Mr. McLellan served as President of Empress International, a division of Thai Union Group. Between 2003 and 2004, he served
in a senior manager position with the seafood division of ConAgra Foods. Mr. McLellan’s knowledge and background with regard to
seafood operations management led to the decision to appoint him to the Board.
Trond
Ringstad, 55, has been a director since April 12, 2021. Mr. Ringstad has more than 20 years of operating experience as
a seafood executive in both the U.S. and Europe. Since April 2017, Mr. Ringstad has been managing partner of American Sea, LLC, a seafood
processing and sales company, and since October 2013, Mr. Ringstad has been an independent consultant for AGR Partners, a private equity
fund. From December 2016 through January 2018, Mr. Ringstad was an independent consultant for Maritech LLC, a seafood software provider.
Between 2003 and 2007, he served as president of Pacific Supreme Seafoods, a global importing and wholesaling seafood company. Between
2001 and 2003, he served as vice president of sales and marketing for Royal Supreme Seafoods, a Norwegian /Chinese seafood importer and
sales company. Mr. Ringstad graduated from the BI Norwegian Business School with a Degree in International Marketing and has a BA in
Business Management from Washington State University. Mr. Ringstad’s knowledge and background with regard to seafood operations
management led to the decision to appoint him to the Board.
Silvia
Alana, 39, has been a director since April 20, 2022 and has been chief financial officer of the Company since May 2021. Ms. Alana
was the corporate controller of the Company from August 2020 to May 2021. Prior thereto, Ms. Alana was Global Technical Accounting Manager
at Brightstar Corporation from July 2018 to August 2020 and Audit Manager at Crowe Horwath, LLP from July 2016 to July 2018. Ms. Alana
was a Senior Accountant in Global Accounting and Reporting Services at Carnival Corporation & Plc., from May 2013 to February 2015,
and an Auditor in Assurance at Pricewaterhouse Coopers, LLP, from January 2010 to May 2013. Ms. Alana graduated from Florida International
University with a Bachelor degree in Accounting in 2008 and a Master of Accounting in 2009. Ms. Alana is a Certified Public Accountant.
Ms. Alana’s experience with the Company’s operations led to the decision to appoint her to the Board.
Juan
Carlos Dalto, 58, has been a director since April 20, 2022. Mr. Dalto has been the chief executive officer-Americas of Savencia
Fromage & Dairy, a manufacturer and distributor of cheese products, since October 1, 2022. Mr. Dalto was president of Dole Packaged
Foods, LLC from since January 2021 to September 30, 2022, where he led business development for North and Latin America of the Dole packaged
fruits business. From March 2017 to December 31, 2020, Mr. Dalto was regional chief executive officer of Savencia Fromage & Dairy
Latin America where he led business development in the production, imports, distribution and marketing of dairy products. Prior thereto,
among other positions, Mr. Dalto held various international executive positions with Danone, a world leading food company. Mr. Dalto
has been a director of Lifeway Foods, Inc. (Nasdaq:LWAY) since August 2022. Mr. Dalto has an industrial engineer degree from the Instituto
Tecnológico de Buenos Aires – ITBA (Argentina), with post-graduate executive studies on strategic marketing from Adam Smith
Open University (Buenos Aires, Argentina) and the University of Michigan, and on leadership from the London Business School. Mr. Dalto’s
extensive knowledge and experience in the food industry, sustainability and business development, led to the decision to appoint him
to the Board.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED ABOVE.
PROPOSAL
TWO
RATIFICATION
OF THE APPOINTMENT OF OUR
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The
Board has selected the firm of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending December
31, 2022, subject to ratification by our stockholders at the Annual Meeting. MaloneBailey, LLP has been our independent registered public
accounting firm since the fiscal year ended December 31, 2018. No representative of MaloneBailey, LLP is expected to be present
at the Annual Meeting.
This
Proposal Two requires approval by a majority of the Votes Cast at the Annual Meeting.
More
information about our independent registered public accounting firm is available under the heading “Independent Registered Public
Accounting Firm” on page 21 below.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF MALONEBAILEY, LLP AS
OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.
PROPOSAL
THREE
NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION
SEC
rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010 (the “Dodd-Frank
Act”), enable our stockholders to vote to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers
as disclosed in this proxy statement.
We
believe that executive compensation should be focused on promoting Company performance and stockholder value. The Board believes that
the objectives of our executive compensation program are appropriate for a company or our size and stage of development. Our executive
compensation program is designed to allow us to recruit, retain and motivate employees who play a significant role in our current and
future success. Please read the Summary Compensation Table and the other related tables and accompanying narrative for a detailed description
of the compensation of our named executive officers. We believe that the compensation of each of our Named Executive Officers was reasonable
and appropriate and aligned with the Company’s results and the achievement of the objectives.
The
vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation
of our Named Executive Officers. This vote is advisory only and is not binding on the Company or the Board. Although the vote is non-binding,
our Board values the opinions of our stockholders and the Board and the Compensation Committee will consider the outcome of the vote
when making future compensation decisions for our named executive officers.
This
non-binding Proposal Three requires approval by a majority of the Votes Cast at the Annual Meeting.
Accordingly,
we ask our stockholders to vote in favor of the following resolution:
“RESOLVED,
that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in
the Company’s Proxy Statement for the 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the
Securities and Exchange Commission.”
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
PROPOSAL
FOUR
ADVISORY
VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE
This
Proposal Four provides stockholders with the opportunity to inform the Company as to the frequency of every one year, every two years
or every three years with which the Company would include a proposal, similar to Proposal Three, concerning executive compensation in
its proxy statement for future annual stockholder meetings. While the Board intends to carefully consider the stockholder vote resulting
from the proposal, this vote is advisory only and is not binding on the Company or the Board. The Board is proposing an advisory vote
every three years because the Board believes that investor feedback would be more useful if the success of a compensation program is
judged over a period of time.
This
non-binding Proposal Four requires approval by a majority of the Votes Cast at the Annual Meeting.
Accordingly,
we ask our stockholders to vote in favor of the following resolution:
The
Board recommends a vote “FOR” the following resolution:
“RESOLVED,
that the Company’s stockholders approve, on an advisory basis, the Company including an advisory vote on the compensation of the
Company’s named executive officers pursuant to Section 14A of the Securities Exchange Act every three (3) years.”
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” APPROVING THREE (3) YEARS AS THE PREFERRED FREQUENCY FOR ADVISORY VOTES ON EXECUTIVE COMPENSATION.
OTHER
MATTERS
The
Board does not know of any other matters that may be brought before the Annual Meeting. However, if any such other matters are properly
brought before the Annual Meeting, the proxies may use their own judgment to determine how to vote your shares.
GOVERNANCE
MATTERS
Board
Composition
The
Board currently consists of seven members who hold office for three-year terms or until their successors have been elected and qualified
or until the earlier of their death, resignation or removal. There are no family relationships among any of our directors or executive
officers. The Company is not aware of any of its directors or executive officers being involved in any legal proceedings in the past
ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses) or being
subject to any of the items set forth under Item 401(f) of Regulation S-K.
Board
of Directors Risk Oversight
The
Board oversees the Company’s risk management including understanding the risks the Company faces and what steps management is taking
to manage those risks, as well as understanding what level of risk is appropriate for the Company. The Board’s role in the Company’s
risk oversight process includes receiving regular updates from members of senior management on areas of material risk to the Company,
including operational, financial, legal and regulatory, human resources, employment, and strategic risks. Management discusses strategic
and operational risks at regular management meetings and conducts strategic planning and review sessions during the year that include
a discussion and analysis of the risks.
Board
of Directors Leadership Structure
The
Company’s leadership structure currently consists of the combined role of Chairman of the Board and Chief Executive Officer. The
Board has determined that it is in the best interests of the Company and its shareholders to combine these roles. Due to the small size
and early stage of the Company, the Board believes it is currently most effective to have the Chairman and Chief Executive Officer positions
combined. In addition, having one person serve as both Chairman and Chief Executive Officer provides clear leadership for the Company,
with a single person setting the tone and managing our operations. Currently, John Keeler serves as Chairman and Chief Executive Officer.
The Company does not have a separate lead independent director.
Director
Meeting Attendance
During
the year ended December 31, 2021 (the “Last Fiscal Year”), the Board did not hold any Board meetings. The Board acted nineteen
times by unanimous written consent in lieu of holding a meeting.
Director
Independence
Jeffrey
Guzy, Trond Ringstad and Timothy McLellan are considered “independent” under the rules of the SEC and the NASDAQ Capital
Market as determined by the Board. In making this determination, the Board considered the current and prior relationships that each non-employee
director has with the Company and all other facts and circumstances the Board deemed relevant in determining their independence, including
the beneficial ownership of our capital stock by each non-employee director. The Company’s independent directors conduct executive
sessions at regularly scheduled meetings as required by NASDAQ Listing Rule 5605(b)(2).
The
Company does not currently have a policy in place regarding attendance by Board members at the Company’s annual meetings of stockholders.
Board
Committees
The
Board has three standing committees, consisting of an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance
Committee.
Audit
Committee
The
Audit Committee consists of Jeffrey Guzy, Trond Ringstad and Timothy McLellan. Mr. Guzy is the chairman of the Audit Committee. We have
determined that Messrs. Guzy, Ringstad and McLellan each satisfy the “independence” requirements of NASDAQ Listing Rule 5605(a)(2)
and meets the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Mr. Guzy qualifies as a “financial
expert” as such term is defined under the Sarbanes-Oxley Act of 2002.
The
Audit Committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
The Audit Committee is responsible for: (a) representing and assisting the Board in its oversight responsibilities regarding the Company’s
accounting and financial reporting processes, the audits of the Company’s financial statements, including the integrity of the
financial statements, and the independent auditors’ qualifications and independence; (b) overseeing the preparation of the report
required by SEC rules for inclusion in the Company’s annual proxy statement; (c) retaining and terminating the Company’s
independent auditors; (d) approving in advance all audit and permissible non-audit services to be performed by the independent auditors;
(e) reviewing related party transactions; and (f) performing such other functions as the Board may from time to time assign to the Committee.
The Audit Committee did not hold formal meetings but conducted internal discussions and the Chairman corresponded with the Company’s
auditors in the Last Fiscal Year. The Audit Committee has adopted a formal written charter which is available on the Company’s
Internet website at www.bluestarfoods.com.
Compensation
Committee
The
Compensation Committee consists of Jeffrey Guzy, Trond Ringstad and Timothy McLellan. Mr. Guzy is the chairman of the Compensation Committee.
The Compensation Committee is responsible for: (a) assisting the Board in seeing that a proper system of long-term and short-term compensation
is in place to provide performance oriented incentives to attract and retain management, and that compensation plans are appropriate
and competitive and properly reflect the objectives and performance of management and the Company; (b) assisting the Board in discharging
its responsibilities relating to compensation of the Company’s executive officers; (c) evaluating the Company’s Chief Executive
Officer compensation and setting a remuneration package; (d) making recommendations to the Board with respect to incentive compensation
plans and equity-based plans; and (e) performing such other functions as the Board may from time to time assign to the Committee. The
Compensation Committee did not hold formal meetings in the Last Fiscal Year. The full Board approved officer compensation by unanimous
written consent. The Compensation Committee has adopted a formal written charter which is available on the Company’s Internet website
at www.bluestarfoods.com.
In
determining the amount, form, and terms of such compensation, the Compensation Committee will consider the annual performance of such
officers in light of company goals and objectives relevant to executive officer compensation, competitive market data pertaining to executive
officer compensation at comparable companies, and such other factors as it deems relevant, and is guided by, and seeks to promote, the
best interests of the Company and its shareholders.
During
the Last Fiscal Year, there were no compensation consultants engaged to determine or recommend the amount or form of executive and director
compensation.
Nominating
and Corporate Governance Committee
The
Nominating and Corporate Governance Committee consists of Jeffrey Guzy, Trond Ringstad and Timothy McLellan. Mr. Guzy is the chairman
of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for: (a) assisting
the Board in determining the desired experience, mix of skills and other qualities to provide for appropriate Board composition, taking
into account the current Board members and the specific needs of the Company and the Board; (b) identifying qualified individuals meeting
those criteria to serve on the Board; (c) proposing to the Board the Company’s slate of director nominees for election by the shareholders
at the annual meeting of stockholders and nominees to fill vacancies and newly created directorships; (d) reviewing candidates recommended
by shareholders for election to the Board and shareholder proposals submitted for inclusion in the Company’s proxy materials; (e)
advising the Board regarding the size and composition of the Board and its committees; (f) proposing to the Board directors to serve
as chairpersons and members on committees of the Board; (g) coordinating matters among committees of the Board; (h) proposing to the
Board the slate of corporate officers of the Company and reviewing the succession plans for the executive officers; (i) recommending
to the Board and monitoring matters with respect to governance of the Company; (j) overseeing the Company’s compliance program;
and performing such other functions as the Board may from time to time assign to the Committee. The Nominating Committee did not hold
formal meetings in the Last Fiscal Year. The Nominating Committee has adopted a formal written charter which is available on the Company’s
Internet website at www.bluestarfoods.com.
The
Nominating Committee will consider any director candidates recommended by stockholders, although there is no formal policy with regard
to directors recommended by stockholders, when considering a candidate submitted by stockholders, the Nominating Committee will take
into consideration the needs of the Board and the qualifications of the candidate. Nevertheless, the Board may choose not to consider
an unsolicited recommendation if no vacancy exists on the Board and/or the Board does not perceive a need to increase the size of the
Board.
There
are no specific minimum qualifications that the Nominating Committee believes must be met by a Nominating Committee-recommended director
nominee. However, the Nominating Committee believes that director candidates should, among other things, possess high degrees of integrity
and honesty; have literacy in financial and business matters; have no material affiliations with direct competitors, suppliers or vendors
of the Company; and preferably have experience in the Company’s business and other relevant business fields (for example, finance,
accounting, law and banking). The Nominating Committee considers diversity together with the other factors considered when evaluating
candidates but does not have a specific policy in place with respect to diversity.
Members
of the Nominating Committee plans to meet in advance of each of the Company’s annual meetings of stockholders to identify and evaluate
the skills and characteristics of each director candidate for nomination for election as a director of the Company. The Nominating Committee
reviews the candidates in accordance with the skills and qualifications set forth in the Nominating Committee’s charter and the
rules of the Nasdaq. There are no differences in the manner in which the Nominating Committee plans to evaluate director nominees based
on whether or not the nominee is recommended by a stockholder.
Changes
in Nominating Process
There
are no material changes to the procedures by which stockholders may recommend nominees to the Board.
Board
Diversity
The
Board is committed to diversity of experience, gender, race and ethnicity, and seek to ensure that there is diversity among the directors.
The Company believes that its directors should be of a diverse group of individuals who have broad experience and the ability to exercise
sound business judgment from many factors including professional experience, life experience, socio-economic background, gender, race,
ethnicity, religion, skill set and geographic representation.
In
August 2021, the SEC approved a Nasdaq Stock Market proposal to adopt new listing rules relating to board diversity and disclosure. As
approved by the SEC, the new Nasdaq listing rules require all Nasdaq listed companies to disclose consistent, transparent diversity statistics
regarding their boards of directors. The Board Diversity Matrix below presents the Board’s diversity statistics in the format prescribed
by the Nasdaq rules.
Board
Diversity Matrix (as of October 31, 2022)
Total Number of Directors | |
7 | |
| |
| | | |
| |
| |
| Female
| | |
Male | |
Part I: Gender Identity | |
| | | |
| |
Directors | |
| 1 | | |
6 | |
Part II: Demographic Background | |
| | | |
| |
Hispanic or Latinx | |
| 1 | | |
3 | |
White | |
| 0 | | |
3 | |
Code
of Ethics
We
have adopted a code of ethics that applies to our executive officers, directors and employees. We have filed a copy of our Code of Ethics
as an exhibit to our Current Report on Form 8-K filed with the SEC on July 19, 2021. Our Code of
Ethics is available on the Company’s website at www.bluestarfoods.com. In addition, a copy of the Code of Ethics will be provided
without charge upon written request to the Company’s Secretary, Silvia Alana, at 3000 NW 109th Avenue, Miami, Florida 33172.
Stockholder
Communications
The
Board currently does not provide a formal process for stockholders to send communications to the Board. In the opinion of the Board,
it is appropriate for the Company not to have such a process in place because the Board believes there is currently not a need for a
formal policy due to, among other things, the number of stockholders of the Company. While the Board will, from time to time, review
the need for a formal policy, at the present time, stockholders who wish to contact the Board may do so by submitting any communications
to the Company’s Secretary, Silvia Alana, at 3000 NW 109th Avenue, Miami, Florida 33172, with an instruction to forward the communication
to a particular director or the Board as a whole.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As
of October 31, 2022, the Company’s directors and executive officers beneficially own, directly or indirectly, in the aggregate,
approximately 62% of its outstanding Common Stock. These stockholders have significant influence over the Company’s business affairs,
with the ability to control matters requiring approval by the Company’s stockholders.
The
following table sets forth, as of October 31, 2022, the number of shares of common stock beneficially owned by (i) each person, entity
or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial
owner of more than 5% of its outstanding shares of Common Stock; (ii) each of the Company’s directors (iii) each Named Executive
Officer and (iv) all of the Company’s executive officers and directors as a group. The information relating to beneficial ownership
of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial
ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if
that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security,
or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a
beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules,
more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner
of securities as to which he or she may not have any pecuniary interest. Unless otherwise indicated below, each person has sole voting
and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o Blue Star Foods Corp.,
3000 NW 109th Avenue, Miami, Florida 33172.
The
percentages below are calculated based on 25,532,251 shares of common stock issued and
outstanding as of October 31, 2022.
Name and Address of Beneficial Owner | |
Number of Shares Beneficially Owned | |
Percentage of Beneficial Ownership |
|
5% or Greater Stockholders | |
| | |
| |
|
Christopher Constable | |
| 3,120,000 | (1) |
| 10.9 |
% |
Named Executive Officers and Directors | |
| | |
| |
|
John Keeler | |
| 15,044,634 | (2) |
| 58.7 |
% |
Nubar Herian | |
| 739,192 | (3) |
| 2.9 |
% |
Jeffrey Guzy | |
| 149,242 | (4) |
| * |
|
Timothy McLellan | |
| 118,440 | (5) |
| * |
|
Trond Ringstad | |
| 123,639 | (5) |
| * |
|
Silvia Alana | |
| 6,547 | (6) |
| * |
|
Juan Carlos Dalto | |
| 36,983 | (7) |
| * |
|
All current directors and executive officers as a group (8 persons) | |
| 16,381,677 | (8) |
| 62.1 |
% |
*
Less than 1%
(1) |
Represents shares issuable upon the exercise of a stock option. |
(2) |
14,941,301
of such shares are subject are held with Mr. Keeler’s wife as tenants in the entirety and are subject to the terms of a lock-up
agreement pursuant to which Mr. Keeler may not sell more than one-third of the common stock held by him in any two-month period.
Includes 103,333 shares underlying a stock option which are exercisable within 60 days. |
(3) |
Includes
(i) 504,755 shares held by Lunar Enterprise Corp., of which Mr. Herian has sole voting and dispositive power, (ii) 103,333 shares underlying
stock options which are exercisable within 60 days and (iii) 120,112 shares held by Toberly Ltd., of which Mr. Herian has sole voting
and dispositive power. |
(4) |
Includes
(i)12,500 shares underlying a warrant and (ii) 103,333 shares underlying stock options exercisable within 60 days. |
(5) |
Includes 103,333 shares underlying stock options which are exercisable within 60 days. |
(6) | Represents shares
underlying stock options which are exercisable within 60 days. |
(7) | Includes 3,333
shares underlying a stock option which are exercisable within 60 days. |
(8) | Includes 500 shares
and 162,500 shares underlying a stock option which are exercisable within 60 days held by Miozotis Ponce. |
EXECUTIVE
OFFICER AND DIRECTOR COMPENSATION
Executive
Officers
The
Company’s executive officers are John Keeler, Chief Executive Officer and Executive Chairman, Silvia Alana, Chief Financial Officer
and Miozotis Ponce, Chief Operating Officer. Biographical information for Mr. Keeler and Ms. Alana is included above. The Company’s
officers are appointed by the Board of Directors and serve at its discretion.
Miozotis
Ponce, 52, has been the Company’s Chief Operating Officer since April 19, 2022 and the Company’s Vice President of
Operations since May 2012, where she led sales and marketing and operations. Prior thereto, from June 2005, Ms. Ponce served as Operations
Manager. Ms. Ponce joined the Company in June 2004 as Customer Service Director and has over 25 years of experience in the food industry.
Ms. Ponce holds an AA in Business from Miami Dade Community College.
There
are no arrangements or understandings between Ms. Miozotis and any other person pursuant to which she was appointed as an officer. Ms.
Miozotis does not have any family relationships with any of the Company’s directors or executive officers. There are no transactions
and no proposed transactions between Ms. Miozotis and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Related
Party Transactions
The
Audit Committee, pursuant to its charter, is responsible for the review and approval of all related party transactions. The Audit Committee
charter does not set forth specific standards to be applied rather, the Audit Committee reviews each transaction individually on a case-by-case,
facts and circumstances basis.
From
January 2006 through May 2017, John Keeler & Co., Inc., d/b/a Blue Star Foods, a Florida corporation (“Keeler & Co”)
and the Company’s wholly-owned subsidiary, issued an aggregate of $2,910,000, 6% demand promissory notes to John Keeler, our Chief
Executive Officer, Executive Chairman and a director. We may prepay the notes at any time first against interest due thereunder. If an
event of default occurs under the notes, interest will accrue at 18% per annum and if not paid within 10 days of payment becoming due,
the holder of the note is entitled to a late fee of 5% of the amount of payment not timely received. On December 30, 2020, we entered
into a debt repayment agreement with Mr. Keeler pursuant to which we issued 796,650 shares of common stock to a third party designated
by Mr. Keeler as repayment for an aggregate principal amount of $1,593,300 due under four such notes. All interest due on the notes had
previously been paid on a monthly basis. The Company remains indebted to Keeler & Co. under the remaining promissory notes in the
aggregate principal amount of $960,000.
John
Keeler owns 95% of Bacolod Blue Star Export Corp., a Philippine corporation (“Bacolod”) and an exporter of pasteurized crab
meat from the Philippines, and 95% of Bicol Blue Star Export Co., a Philippine corporation (“Bicol”), and an indirect supplier
of crab meat via Bacolod to the Company.
The
Company’s transactions with Bacolod were $0 and $1,280,589 for the years ended December 31, 2021 and 2020, respectively. There
were no transactions between the Company and Bicol for the years ended December 31, 2021 and 2020.
John
Keeler and Christopher Constable, the Company’s former Chief Financial Officer and a 5% stockholder, own 80% and 20%, respectively,
of Strike the Gold Foods, Ltd., a UK company, which sold the Company’s packaged crab meat in the United Kingdom in 2019.
Keeler & Co. leased approximately 16,800 square feet of office/warehouse space for its executive offices and distribution facility
for $16,916 per month from John Keeler Real Estate Inc., a Florida corporation, 33% owned by a trust for each of John Keeler III, Andrea
Keeler and Sarah Keeler, each of whom is a child of John Keeler. On December 31, 2020, this facility was sold to an unrelated third-party
purchaser and the lease was terminated. In connection with the sale, the Company retained approximately 4,756 square feet of such space,
rent-free, for 12 months.
From
time to time, the Company may prepay Bacolod for future shipments of product which may represent five to six months of purchases. There
was $1,299,984 due as of December 31, 2021 for future shipments from Bacolod.
Keeler & Co. was a party to an Unconditional and Continuing Guaranty, dated August 31, 2016, with ACF Finco I, LP (“ACF”), pursuant
to which Mr. Keeler guaranteed the Company’s obligations under its Loan and Security Agreement with ACF. On March 31, 2021, John
Keeler, Executive Chairman and Chief Executive Officer, provided a personal guaranty of up to $1,000,000 to Lighthouse Financial
Corp., a North Carolina corporation, in connection with the Company’s revolving credit facility.
John
Keeler, pledged 5,000,000 shares of common stock to secure the Company’s obligations under a $1,000,000 promissory note (the “Kenar
Note”) issued to Kenar Overseas Corp., a company registered in Panama (“Kenar”) issued on March 26, 2019. On May 21,
2020, the Kenar Note was amended to, among other things, reduce the number of pledged shares by Mr. Keeler to 4,000,000. The
Kenar Note was paid off and the pledged shares released as of July 6, 2021. Marcos Herian, President of Kenar, is the brother
of Nubar Herian, a director of the Company.
On
January 23, 2020, May 27, 2020, September 29, 2020, December 31, 2020 and March 31, 2021, the Company issued 160 shares, 160 shares,
448 shares,144 shares and 136 shares, respectively, of common stock to a company owned by the stepmother of John Keeler as a quarterly
dividend which accrued on the Company’s Series A preferred stock (the “Series A Stock”) acquired by such company in
connection with a settlement in connection with the Company’s merger transaction in November 2018. On
June 30, 2021, all 16 shares of such Series A Stock were converted into 8,000 shares of common stock. On November 2, 2021 and November
3, 2021, the Company issued an aggregate of 4,000 shares of common stock to a company owned by the stepmother of John Keeler upon
the exercise of warrants for total proceeds of $9,600.
On
January 23, 2020, May 27, 2020, September 29, 2020, December 31, 2020 and March 31, 2021, the Company issued 6,000 shares, 6,000 shares,
16,798 shares, 5,405 shares and 5,085 shares of common stock, respectively, to Lunar Enterprises, Corp. (“Lunar”), as a quarterly
dividend which accrued on the Series A Stock acquired in a private placement offering in November 2018. Nubar Herian, a director, is
the President of and controls Lunar. On June 30, 2021, all 600 shares of such Series A Stock were
converted into 300,000 shares of common stock. On November 5, 2021, a total of 150,000 shares were issued upon the exercise of
warrants for total proceeds of $360,000.
On
January 23, 2020, May 27, 2020, September 29, 2020, December 31, 2020 and March 31, 2021, the Company issued 400 shares, 348 shares,
372 shares, 360 shares and 339 shares of common stock, respectively, to Juan Carlos Dalto as a quarterly dividend which accrued on the
Series A Stock acquired in a private placement offering in November 2018. On June 30, 2021, all
40 shares of such Series A Stock were converted into 20,000 shares of common stock. On November 3, 2021, a total of 10,000 shares were
issued upon the exercise of warrants for total proceeds of $24,000.
On
February 25, 2020, Christopher Constable, the Company’s former Chief Financial Officer and a 5% stockholder, entered into a Separation
and Mutual Release Agreement pursuant to which Mr. Constable resigned as Chief Financial Officer, Secretary, Treasurer and a director
of the Company. The Agreement contained mutual general releases, a two-year confidentiality provision and provides for Mr. Constable’s
outstanding option to purchase 3,120,000 shares of common stock to remain in effect until November 8, 2028.
On
June 30, 2021, MO7 Boats LLC, invested $275,000 in a private offering and was issued 137,500 shares of common stock and a warrant to
purchase 137,500 shares of common stock. Marcos Herian, managing member and President of MO7 Boats LLC, is the brother of Nubar Herian,
a director of the Company.
On
June 30, 2021, Promarine Boats LLC, invested $250,000 in a private offering and was issued 125,000 shares of common stock and a warrant
to purchase 137,500 shares of common stock. Marcos Herian, managing member of Promarine Boats LLC, is the brother of Nubar Herian, a
director of the Company.
On
June 30, 2021, R&N Ocean Inc., invested $250,000 in a private offering and was issued 125,000 shares of common stock and a warrant
to purchase 137,500 shares of common stock. Marcos Herian, President of R&N Ocean Inc., is the brother of Nubar Herian, a director
of the Company.
The
table below sets forth certain information about the compensation awarded to, earned by or paid to our Chief Executive Officer and our
other executive officer receiving annual remuneration in excess of $100,000 during 2021 (each, a “Named Executive Officer”).
Summary
Compensation Table
Name and Principal Position | |
Year | | |
Salary | | |
Stock Awards |
| |
Option Awards | | |
All Other Compensation | | |
Total | |
John Keeler | |
| 2021 | | |
$ | 79,409 | | |
$ |
17,917 |
(1) | |
$ | 200,000 | (2) | |
$ | 23,704 | (3) | |
$ | 321,030 | |
Executive Chairman and | |
| 2020 | | |
$ | 82,805 | | |
|
- |
| |
| - | | |
$ | 22,169 | (3) | |
$ | 104,974 | |
Chief Executive Officer | |
| | | |
| | | |
|
|
| |
| | | |
| | | |
| | |
| |
| | | |
| | | |
|
|
| |
| | | |
| | | |
| | |
Silvia Alana | |
| 2021 | | |
$ | 143,250 | | |
|
|
| |
$ | 42,075 | (4) | |
| - | | |
$ | 185,325 | |
Chief Financial Officer | |
| 2020 | | |
$ | 53,125 | | |
|
- |
| |
| - | | |
| - | | |
$ | 53,125 | |
(1)
Represents stock grant of 10,992 shares of common stock at a fair value of $1.63 per share granted on December 31, 2021 as director compensation.
(2)
Represents an option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share granted on April 12, 2021 and
the grant date fair value computed in accordance with FASB ASC Topic 718.
(3)
Represents health insurance premiums paid by the Company on behalf of Mr. Keeler.
(4)
Represents an option to purchase 7,013 shares of common stock at an exercise price of $6.00 per share granted on August 3, 2021 and the
grant date fair value computed in accordance with FASB ASC Topic 718.
Employment
Agreement
Ms.
Alana is party to a three-year employment agreement, dated August 3, 2020, with the Company for an annual base salary of $127,500, which
increased to $150,000 in August 2021. The agreement also provides for the grant on the first anniversary of the agreement of a three-year
option to purchase that number of shares equal to 30% of Ms. Alana’s then current salary at the market price of the Company’s
common stock. Accordingly, on August 3, 2021, Ms. Alana was granted an option to purchase 7,013 shares of common stock at an exercise
price of $6.00 per share.
OUTSTANDING
EQUITY AWARDS AT DECEMBER 31, 2021
Outstanding
Equity Awards
The
table below reflects all equity awards made to each Named Executive Officer that were outstanding on December 31, 2021.
Name | |
Number of Securities Underlying
Unexercised Options (#) Exercisable |
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable |
|
Option Exercise Price | |
Option
Expiration Date |
| |
|
| |
|
|
| |
|
John Keeler | |
| - |
| |
|
- |
|
| - | |
- |
Silvia Alana | |
| 7,013 |
(1) | |
$ |
- |
|
$ | 6.00 | |
8/3/24 |
(1)
Shares subject to the option vest in equal monthly installments for the term of the option.
2018
Equity Incentive Award Plan
In
connection with the Company’s merger in November 2018 (the “Merger”), on November 8, 2018, the Board adopted the 2018
Equity Incentive Plan (the “2018 Plan”) and the Company’s stockholders approved the Plan by written consent on November
8, 2018. The principal purpose of the 2018 Plan is to attract, retain and motivate selected employees, consultants and non-employee directors
through the granting of stock-based compensation awards and cash-based performance bonus awards.
Under
the 2018 Plan, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Code and non-qualified
stock options. The 2018 Plan is administered by the Board. In connection with the Merger, the Company issued options to purchase an aggregate
of 6,240,000 million shares of common stock to certain executive officers and directors (3,120,000 of which were subsequently forfeited
unexercised).
Share
Reserve. 7,500,000 shares of common stock are reserved for issuance under the 2018 Plan pursuant to a variety of stock-based compensation
awards, including stock options, stock appreciation rights (“SARs”), restricted stock awards, restricted stock unit awards,
deferred stock awards, dividend equivalent awards, stock payment awards, performance awards and other stock-based awards.
●
to the extent that an award terminates, expires or lapses for any reason or an award is settled in cash without the delivery of shares,
any shares subject to the award at such time will be available for future grants under the 2018 Plan;
●
to the extent shares are tendered or withheld to satisfy the grant, exercise price or tax withholding obligation with respect to any
award under the 2018 Plan, such tendered or withheld shares will be available for future grants under the 2018 Plan;
●
to the extent that shares of common stock are repurchased by us prior to vesting so that shares are returned to us, such shares will
be available for future grants under the 2018 Plan;
●
the payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the shares available
for issuance under the 2018 Plan; and
●
to the extent permitted by applicable law or any exchange rule, shares issued in assumption of, or in substitution for, any outstanding
awards of any entity acquired in any form of combination by us or any of our subsidiaries will not be counted against the shares available
for issuance under the 2018 Plan.
Administration.
The compensation committee is expected to administer the 2018 Plan unless the Board assumes authority for administration. The compensation
committee must consist of at least three members of the Board of directors, each of whom is intended to qualify as an “outside
director,” within the meaning of Section 162(m) of the Code, a “non-employee director” for purposes of Rule 16b-3 under
the Exchange Act and an “independent director” within the meaning of the NASDAQ rules. The 2018 Plan provides that the Board
or compensation committee may delegate its authority to grant awards to employees other than executive officers to a committee consisting
of one or more members of the Board or one or more of our officers, other than awards made to our non-employee directors, which must
be approved by the full Board.
Subject
to the terms and conditions of the 2018 Plan, the administrator has the authority to select the persons to whom awards are to be made,
to determine the number of shares to be subject to awards and the terms and conditions of awards, and to make all other determinations
and to take all other actions necessary or advisable for the administration of the 2018 Plan. The administrator is also authorized to
adopt, amend or rescind rules relating to administration of the 2018 Plan. The Board may at any time remove the compensation committee
as the administrator and revest in itself the authority to administer the 2018 Plan. The full Board will administer the 2018 Plan with
respect to awards to non-employee directors.
Eligibility.
Options, SARs, restricted stock and all other stock-based and cash-based awards under the 2018 Plan may be granted to individuals
who are then our officers, employees or consultants or are the officers, employees or consultants of subsidiaries. Such awards also may
be granted to our directors. Only employees of the Company or certain subsidiaries may be granted ISOs.
Awards.
The 2018 Plan provides that the administrator may grant or issue stock options, SARs, restricted stock awards, restricted stock unit
awards, deferred stock awards, deferred stock unit awards, dividend equivalent awards, performance awards, stock payment awards and other
stock-based and cash-based awards, or any combination thereof. Each award will be set forth in a separate agreement with the person receiving
the award and will indicate the type, terms and conditions of the award.
Nonstatutory
Stock Options (“NSOs”). NSOs will provide for the right to purchase shares of common stock at a specified price that
may not be less than the fair market value of a share of common stock on the date of grant, and usually will become exercisable (at the
discretion of the administrator) in one or more installments after the grant date, subject to the participant’s continued employment
or service with us and/or subject to the satisfaction of corporate performance targets and individual performance targets established
by the administrator. NSOs may be granted for any term specified by the administrator that does not exceed 10 years.
Incentive
Stock Options (“ISOs”). ISOs will be designed in a manner intended to comply with the provisions of Section 422 of the
Code and will be subject to specified restrictions contained in the Code. Among such restrictions, ISOs must have an exercise price of
not less than the fair market value of a share of our Common Stock on the date of grant, may only be granted to employees, and must not
be exercisable after a period of 10 years measured from the date of grant. In the case of an ISO granted to an individual who owns (or
is deemed to own) at least 10% of the total combined voting power of all classes of our capital stock, the 2018 Plan provides that the
exercise price must be at least 110% of the fair market value of a share of our Common Stock on the date of grant and the ISO must not
be exercisable after a period of five years measured from the date of grant.
Restricted
Stock Awards. Restricted stock awards may be granted to any eligible individual and made subject to such restrictions as may be determined
by the administrator. Restricted stock, typically, may be forfeited for no consideration or repurchased by us at the original purchase
price if the conditions or restrictions on vesting are not met. In general, restricted stock may not be sold or otherwise transferred
until restrictions are removed or expire. Purchasers of restricted stock, unlike recipients of options, will have voting rights and will
have the right to receive dividends, if any, prior to the time when the restrictions lapse; however, extraordinary dividends will generally
be placed in escrow, and will not be released until restrictions are removed or expire.
Restricted
Stock Unit Awards (“RSU”). Restricted stock units may be awarded to any eligible individual, typically without payment
of consideration, but subject to vesting conditions based on continued employment or service or on performance criteria established by
the administrator. Like restricted stock, restricted stock units may not be sold, or otherwise transferred or hypothecated, until vesting
conditions are removed or expire. Unlike restricted stock, stock underlying restricted stock units will not be issued until the restricted
stock units have vested, and recipients of restricted stock units generally will have no voting or dividend rights prior to the time
when vesting conditions are satisfied.
Deferred
Stock Awards. Deferred stock awards represent the right to receive shares of common stock on a future date. Deferred stock may not
be sold or otherwise hypothecated or transferred until issued. Deferred stock will not be issued until the deferred stock award has vested,
and recipients of deferred stock generally will have no voting or dividend rights prior to the time when the vesting conditions are satisfied
and the shares are issued. Deferred stock awards generally will be forfeited, and the underlying shares of deferred stock will not be
issued, if the applicable vesting conditions and other restrictions are not met.
Deferred
Stock Units. Deferred stock units are denominated in unit equivalent of shares of common stock and vest pursuant to a vesting schedule
or performance criteria set by the administrator. The common stock underlying deferred stock units will not be issued until the deferred
stock units have vested, and recipients of deferred stock units generally will have no voting rights prior to the time when vesting conditions
are satisfied.
Stock
Appreciation Rights (“SARs”). SARs may be granted in connection with stock options or other awards, or separately. SARs
granted in connection with stock options or other awards typically will provide for payments to the holder based upon increases in the
price of our Common Stock over a set exercise price. The exercise price of any SAR granted under the 2018 Plan must be at least 100%
of the fair market value of a share of our Common Stock on the date of grant. Except as required by Section 162(m) of the Code with respect
to a SAR intended to qualify as performance-based compensation as described in Section 162(m) of the Code, there are no restrictions
specified in the 2018 Plan on the exercise of SARs or the amount of gain realizable therefrom, although restrictions may be imposed by
the administrator in the SAR agreements. SARs under the 2018 Plan will be settled in cash or shares of common stock, or in a combination
of both, at the election of the administrator.
Dividend
Equivalent Awards. Dividend equivalent awards represent the value of the dividends, if any, per share paid by us, calculated with
reference to the number of shares covered by the award. Dividend equivalents may be settled in cash or shares and at such times as determined
by our compensation committee or the Board, as applicable.
Performance
Awards. Performance awards may be granted by the administrator on an individual or group basis. Generally, these awards will be based
upon specific performance targets and may be paid in cash or in common stock or in a combination of both. Performance awards may include
“phantom” stock awards that provide for payments based upon the value of our Common Stock. Performance awards may also include
bonuses that may be granted by the administrator on an individual or group basis and that may be payable in cash or in common stock or
in a combination of both.
Stock
Payment Awards. Stock payment awards may be authorized by the administrator in the form of common stock or an option or other right
to purchase common stock as part of a deferred compensation or other arrangement in lieu of all or any part of compensation, including
bonuses, that would otherwise be payable in cash to the employee, consultant or non-employee director.
Change
in Control. In the event of a change in control where the acquirer does not assume or replace awards granted prior to the consummation
of such transaction, awards issued under the 2018 Plan will be subject to accelerated vesting such that 100% of such awards will become
vested and exercisable or payable, as applicable. Performance awards will vest in accordance with the terms and conditions of the applicable
award agreement. In the event that, within the 12 month period immediately following a change in control, a participant’s services
with us are terminated by us other than for cause (as defined in the 2018 Plan) or by such participant for good reason (as defined in
the 2018 Plan), then the vesting and, if applicable, exercisability of 100% of the then-unvested shares subject to the outstanding equity
awards held by such participant under the 2018 Plan will accelerate effective as of the date of such termination. The administrator may
also make appropriate adjustments to awards under the 2018 Plan and is authorized to provide for the acceleration, cash-out, termination,
assumption, substitution or conversion of such awards in the event of a change in control or certain other unusual or nonrecurring events
or transactions. Under the 2018 Plan, a change in control is generally defined as:
●
the transfer or exchange in a single transaction or series of related transactions by our stockholders of more than 50% of our voting
stock to a person or group;
●
a change in the composition of the Board of directors over a two-year period such that the members of the board of directors who were
approved by at least two-thirds of the directors who were directors at the beginning of the two-year period or whose election or nomination
was so approved cease to constitute a majority of the Board;
●
a merger, consolidation, reorganization or business combination in which we are involved, directly or indirectly, other than a merger,
consolidation, reorganization or business combination that results in our outstanding voting securities immediately before the transaction
continuing to represent a majority of the voting power of the acquiring company’s outstanding voting securities and after which
no person or group beneficially owns 50% or more of the outstanding voting securities of the surviving entity immediately after the transaction;
or
●
stockholder approval of our liquidation or dissolution.
Adjustments
of Awards. In the event of any stock dividend, stock split, spin-off, recapitalization, distribution of our assets to stockholders
(other than normal cash dividends) or any other corporate event affecting the number of outstanding shares of our Common Stock or the
share price of our Common Stock other than an “equity restructuring” (as defined below), the administrator may make appropriate,
proportionate adjustments to reflect the event giving rise to the need for such adjustments, with respect to:
●
the aggregate number and type of shares subject to the 2018 Plan;
●
the number and kind of shares subject to outstanding awards and terms and conditions of outstanding awards (including, without limitation,
any applicable performance targets or criteria with respect to such awards); and
●
the grant or exercise price per share of any outstanding awards under the 2018 Plan.
In
the event of one of the adjustments described above or other corporate transactions, in order to prevent dilution or enlargement of the
potential benefits intended to be made available under the 2018 Plan, the administrator has the discretion to make such equitable adjustments
and may also:
●
provide for the termination or replacement of an award in exchange for cash or other property;
●
provide that any outstanding award cannot vest, be exercised or become payable after such event;
●
provide that awards may be exercisable, payable or fully vested as to shares of common stock covered thereby; or
●
provide that an award under the 2018 Plan cannot vest, be exercised or become payable after such event.
In
the event of an equity restructuring, the administrator will make appropriate, proportionate adjustments to the number and type of securities
subject to each outstanding award and the exercise price or grant price thereof, if applicable. In addition, the administrator will make
equitable adjustments, as the administrator in its discretion may deem appropriate to reflect such equity restructuring, with respect
to the aggregate number and type of shares subject to the 2018 Plan. The adjustments upon an equity restructuring are nondiscretionary
and will be final and binding on the affected holders and the Company.
For
purposes of the 2018 Plan, “equity restructuring” means a nonreciprocal transaction between us and our stockholders, such
as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects
the number or kind of shares (or other securities) or the share price of our Common Stock (or other securities) and causes a change in
the per share value of the common stock underlying outstanding stock-based awards granted under the 2018 Plan. In the event of a stock
split in connection with an offering, the administrator will proportionately adjust (i) the number of shares subject to any outstanding
award under the 2018 Plan, (ii) the exercise or grant price of any such awards, if applicable, and (iii) the aggregate number of shares
subject to the 2018 Plan.
Amendment
and Termination. The Board or the compensation committee (with Board approval) may terminate, amend or modify the 2018 Plan at any
time and from time to time. However, we must generally obtain stockholder approval:
●
to increase the number of shares available under the 2018 Plan (other than in connection with certain corporate events, as described
above);
●
reduce the price per share of any outstanding option or SAR granted under the 2018 Plan;
●
cancel any option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of
the underlying shares; or
●
to the extent required by applicable law, rule or regulation (including any NASDAQ rule).
Termination.
The Board may terminate the 2018 Plan at any time. No ISOs may be granted pursuant to the 2018 Plan after the 10th anniversary of
the effective date of the 2018 Plan, and no additional annual share increases to the 2018 Plan’s aggregate share limit will occur
from and after such anniversary. Any award that is outstanding on the termination date of the 2018 Plan will remain in force according
to the terms of the 2018 Plan and the applicable award agreement.
Director
Compensation
The
following table sets forth certain information concerning compensation earned by the Company’s non-employee directors for services
rendered as a director during the Last Fiscal Year:
Director
Compensation Table
Name | |
Fees Earned or Paid in Cash | | |
Stock Awards(1) | | |
Option Awards(1) | | |
Non-Equity Incentive Plan Compensation | | |
Nonqualified Deferred Compensation Earnings | | |
All Other Compensation | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Nubar Herian | |
$ | - | | |
$ | 17,917 | | |
$ | 200,000 | | |
| - | | |
| - | | |
| - | | |
$ | 217,917 | |
Jeffrey Guzy (2) | |
$ | - | | |
$ | 32,451 | | |
$ | 200,000 | | |
| - | | |
| - | | |
| - | | |
$ | 232,451 | |
Timothy McLellan (2) | |
$ | - | | |
$ | 24,625 | | |
$ | 200,000 | | |
| - | | |
| - | | |
| - | | |
$ | 224,625 | |
Trond Ringstad (2) | |
$ | - | | |
$ | 24,625 | | |
$ | 200,000 | | |
| - | | |
| - | | |
| - | | |
$ | 224,625 | |
Juan Carlos Dalto (3) | |
$ | - | | |
$ | - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | - | |
(1)
The aggregate grant date fair value is computed in accordance with FASB ASC Topic 718.
(2)
Joined the Board as of April 12, 2021
(3)
Joined the Board as of April 20, 2022
Director
Service Agreements
On
March 25, 2021, the Company entered into one-year director service agreements with each of Messrs. Guzy, McLellan, Ringstad, Herian and
Keeler, the then current directors. In consideration for their services, each director was issued $25,000 of shares of Common Stock for
each year’s service based upon the closing sale price of the Common Stock, on the principal market on which it is then traded,
on the final trading day of the calendar year. On April 12, 2021, the Company granted each director an option to purchase 100,000 shares
of common stock at an exercise price of $2.00 per share, which option vests in equal monthly installments over the course of the year
and expires three years from the date they are fully vested.
Pursuant
to the terms of the director service agreement, on December 31, 2021, the Company issued 10,992 shares of common stock to Nubar Herian,
15,107 shares of common stock to Timothy McLellan, 10,992 shares of common stock to John Keeler, 15,107 shares of common stock to Trond
Ringstad, and 19,909 shares of common stock to Jeffrey Guzy for serving as a director of the Company.
On
April 20, 2022, the Company entered into new one-year director service agreements (which replaced the agreements entered into in March
2021) with each of the current members of the Board. The agreement will automatically renew for successive one-year terms unless either
party notifies the other of its desire not to renew the agreement at least 30 days prior to the end of the then current term, or unless
earlier terminated in accordance with the terms of the agreement. As compensation for serving on the Board, each director will be entitled
to a $25,000 annual stock grant and for serving on a committee of the Board, an additional $5,000 annual stock grant, both based upon
the closing sales price of the Common Stock on the last trading day of the calendar year. Each director who serves as chairman of the
Audit Committee, Compensation Committee and Nominating and Governance Committee will be entitled to an additional $15,000, $10,000 and
$7,500 annual stock grant, respectively. As additional consideration for such Board service, each director was granted a five-year option
to purchase 25,000 shares of the Company’s common stock at an exercise price of $2.00 per share, which shares vest in equal quarterly
installments of 1,250 shares during the term of the option.
On
April 20, 2022, the Company issued a five-year option to purchase 25,000 shares of common stock at an exercise price of $2.00 per share
to each of its directors. Shares subject to the option vest in equal quarterly installments of 1,250 shares for the term of the option.
The
agreements and issuances described above were approved by the Board by unanimous written consent.
Prohibitions
against Hedging and Pledging
All
directors and employees of the Company, including our executive officers, are prohibited from engaging in hedging or monetization transactions
(such as prepaid variable forwards, equity swaps, collars and exchange funds) involving our securities, holding our securities in a margin
account or pledging our securities as collateral for a loan.
DELINQUENT
SECTION 16(a) REPORTS
Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors, and persons who beneficially
own more than 10% percent of our equity securities (“Reporting Persons”) to file reports of ownership and changes in ownership
with the SEC. Based solely on our review of such filings and other information available to us, as well as representations from the Reporting
Persons, we believe that during the Last Fiscal Year, the Reporting Persons timely filed all such reports, except that: (i) Nubar Herian
failed to timely file Form 4s reporting (a) the purchases of an aggregate of 12,940 shares and the sales of an aggregate of 2,940 shares
in the open market, (b) a common stock dividend of 5,085 paid on the Company’s Series A convertible preferred stock, (c) the conversion
of 300,000 shares pursuant to the Company’s Series A preferred stock, and (d) various purchases in the open market of an aggregate
of 22,112 shares of common stock by a company controlled by Mr. Herian; (ii) Silvia Alana failed to timely file a Form 4 reporting the
grant of a stock option to purchase 7,013 shares; and (iii) Jeffrey Guzy failed to timely file a Form 4 reporting the purchase of 12,500
shares in the open market.
REPORT
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The
Audit Committee oversees the Company’s financial reporting process on behalf of the Board. In fulfilling its oversight responsibilities,
the Audit Committee reviewed and discussed with management the audited financial statements in the Annual Report on Form 10-K for the
year ended December 31, 2021.
The
Audit Committee has reviewed and discussed the Company’s audited financial statements and the matters required to be discussed
by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange
Commission with its independent auditors. The Audit Committee has received the written disclosures and the letter from the independent
auditors required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the audit committee
concerning independence, and has discussed with the independent auditor’s independence and based upon such review and discussions,
the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2021.
Respectfully
submitted,
The
Audit Committee of the Board of Directors
Jeffrey
Guzy, Chairman
Trond
Ringstad
Timothy
McLellan
THE
FOREGOING AUDIT COMMITTEE REPORT SHALL NOT BE “SOLICITING MATERIAL” OR BE DEEMED “FILED” WITH THE SEC, NOR SHALL
SUCH INFORMATION BE INCORPORATED BY REFERENCE INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE EXCHANGE ACT, EXCEPT
TO THE EXTENT THE COMPANY SPECIFICALLY INCORPORATES IT BY REFERENCE INTO SUCH FILING.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
MaloneBailey,
LLP served as the independent registered public
accounting firm to audit the Company’s consolidated financial statements since the fiscal years ended December 31, 2021 and 2020.
The
aggregate fees billed for professional services by MaloneBailey, LLP for professional services rendered for the years ended December
31, 2021 and 2020 were:
The
aggregate fees billed to us by our principal accountants, MaloneBailey, LLP, for professional services rendered for the year ended December
31, 2021 and 2020 are set forth below:
Fee Category | |
December 31, 2021 | |
December 31, 2020 |
| |
| |
|
Audit fees | |
$ | 148,000 | | |
$ | 76,000 | |
Audit-related fees | |
| 41,000 | | |
| - | |
Tax fees | |
| - | | |
| - | |
All other fees | |
| - | | |
| - | |
Total fees | |
$ | 189,000 | | |
$ | 76,000 | |
In
accordance with the SEC’s definitions and rules, “audit fees” are fees the Company paid MaloneBailey, LLP for
professional services for the audit of the Company’s consolidated financial statements for the fiscal years ended December 31,
2021 and 2020 included in Form 10-K and review of consolidated financial statements incorporated by reference into Form S-1 and Form
S-3 and included in Form 10-Qs “audit-related fees” are fees for assurance and related services that are reasonably related
to the performance of the audit or review of the Company’s consolidated financial statements; “tax fees” are fees for
tax compliance, tax advice and tax planning; and “all other fees” are fees for any services not included in the first three
categories. All of the services set forth above were approved by the Audit Committee.
Audit
Committee Pre-Approval Policies and Procedures
The
Company’s Audit Committee’s current policy is to pre-approve all audit and permissible non-audit services performed by MaloneBailey,
LLP, the scope of services provided by our independent registered public accounting firm and the fees for the services to be performed.
In determining whether to approve a particular audit or permitted non-audit service, the Audit Committee will consider, among other things,
whether the service is consistent with maintaining the independence of the independent registered public accounting firm. These services
may include audit services, audit-related services, tax services and other services.
OTHER
MATTERS
The
Company knows of no other matters to be submitted to the stockholders at the Annual Meeting, other than the proposals referred to in
this proxy statement.
|
By Order of the Board of Directors, |
|
|
|
/s/ John Keeler |
|
John Keeler, Chairman and Chief Executive Officer |
|
|
VOTE
BY MAIL
Mark,
sign and date the enclosed proxy card and return it in the envelope provided.
VOTE
IN PERSON |
|
* SPECIMEN *
1 MAIN STREET
ANYWHERE PA 99999-9999 |
You may vote in person by attending the Annual Meeting
to be held on December 12, 2022 at 10:00 a.m. (EST) at the offices of the Company located at 3000 NW 109th Avenue, Miami, Florida
33172
|
Please Vote, Sign, Date and Return Promptly in
the Enclosed Envelope.
Annual Meeting of Stockholders Proxy Card - Blue
Star Foods Corp.
DETACH
PROXY CARD HERE TO VOTE BY MAIL
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE “FOR” ALL DIRECTOR NOMINEES, “FOR” PROPOSALS 2 AND 3, AND “THREE YEARS” FOR PROPOSAL
4.
(1) |
Election of Directors: |
|
|
FOR ALL NOMINEES LISTED BELOW
(except as marked to the contrary below) |
|
|
WITHHOLD AUTHORITY TO VOTE FOR
ALL NOMINEES LISTED BELOW |
INSTRUCTION:
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE INDIVIDUAL NOMINEES STRIKE A LINE THROUGH
THE NOMINEES’ NAMES BELOW:
|
1 John Keeler |
2 Nubar Herian |
3 Jeffrey Guzy |
4 Timothy McLellan |
|
5 Trond Ringstad |
6 Silvia Alana |
7 Juan Carlos Dalto |
|
(2) |
To ratify the appointment of MaloneBailey, LLP as the Company’s independent registered
public accounting firm for the year ending December 31, 2022 |
|
VOTE FOR |
|
VOTE AGAINST |
|
ABSTAIN |
(3) |
To approve, on a non-binding advisory basis, the compensation of
the Company’s named executive officers |
|
VOTE FOR |
|
VOTE AGAINST |
|
ABSTAIN |
(4) |
To approve, on a non-binding advisory basis, the frequency with
which the Company holds advisory votes regarding the compensation of the Company’s named executive officers |
|
THREE
YEARS |
|
TWO
YEARS |
|
ONE
YEAR |
|
ABSTAIN |
Date |
|
Signature |
|
Signature,
if held jointly |
|
|
|
|
|
|
|
|
|
|
Note:
This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full
corporate name by a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by
an authorized person.
*SPECIMEN* |
AC:ACCT9999 |
90.00 |
BLUE STAR FOODS CORP.
Annual
Meeting of Stockholders
December
12, 2022
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
PLEASE BE SURE TO SIGN REVERSE
SIDE OR PROXY WILL NOT BE VALID
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