Additional Proxy Soliciting Materials (definitive) (defa14a)
June 03 2020 - 9:35AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant o
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Communications Systems, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Form, Schedule or Registration Statement No.:
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Communications
Systems, Inc.
ADDITIONAL
INFORMATION REGARDING THE Communications Systems, Inc. ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON Wednesday, JUNE 17, 2020
On June 3, 2020, Communications Systems,
Inc. (the “Company”) issued a press release, a copy of which is attached hereto, related to a change to the location
of the Company’s 2020 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Wednesday, June 17,
2020. As described below, due to continued public health concerns resulting from the COVID-19 pandemic, and government-recommended
and required limits on public gatherings and to protect the health and safety of the Company’s shareholders, directors and
employees, the Annual Meeting will now be held in a virtual-only meeting format. As there will not be a physical location, shareholders
will not be able to vote their shares in person at the Annual Meeting. Shareholders will instead be able to vote their shares by
submitting a proxy in advance of the Annual Meeting using one of the methods described in the proxy materials for the Annual Meeting,
or by attending the Annual Meeting virtually following the instructions outlined in the Notice of Change of Location of Annual Meeting
of Shareholders.
The Notice of Change of Location of
the Annual Meeting, a copy of which is also attached hereto, supplements the 2020 Notice of Annual Meeting and Proxy Statement
(the “Proxy Statement”) of the Company filed with the Securities and Exchange Commission (the “SEC”) on
April 29, 2020 and subsequently mailed or made available to the Company’s shareholders in connection with the solicitation
of proxies by the Company’s Board of Directors for use at the Annual Meeting. The Company’s Proxy Statement and 2019
Annual Report are available at www.proxyvote.com.
These supplemental proxy materials
are being filed with the SEC and are being made available to shareholders on or about June 3, 2020. Except as specifically stated
in this supplement, the information set forth in the Proxy Statement remains unchanged.
THIS
NOTICE SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT
Communications
Systems to Host Virtual Annual Meeting of Shareholders
Minnetonka, Minnesota – June 3, 2020
– Communications Systems, Inc. (NASDAQ: JCS) (“CSI” or the “Company”), an IoT intelligent edge
products and services company, today announced that it will host its 2020 annual meeting of shareholders (“Annual Meeting”)
virtually due to public health concerns resulting from the COVID-19 pandemic and government-recommended and required limits on
public gatherings. Holding the Annual Meeting online will also protect the health and safety of the Company’s shareholders,
directors and employees.
The Annual Meeting will begin at 10:00 AM (CDT)
on Wednesday, June 17, 2020, and will be conducted in a virtual format only. Shareholders will not be able to attend the Annual
Meeting in person; however, shareholders of record as of the close of business on April 20, 2020 will be able to vote through the
online platform.
Investors can access the virtual Annual Meeting
and participate in the following ways:
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Visit www.virtualshareholdermeeting.com/JCS2020 and enter the 16-digit
control number included on your Important Notice Regarding the Availability of Proxy Materials.
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Log into the meeting platform beginning at 9:45 a.m. CDT on June
17, 2020.
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Vote during the Annual Meeting by following the instructions available
on the meeting website during the Annual Meeting.
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If you encounter any technical difficulties with
the virtual meeting platform on the meeting day, a phone number for technical support will be provided on the meeting page at www.virtualshareholdermeeting.com/JCS2020.
Technical support will be available beginning at 9:45 a.m. CDT on June 17, 2020 and will remain available until the meeting has
ended.
Whether or not shareholders plan to attend the
virtual Annual Meeting, Communications Systems urges shareholders to select one of the methods described in the proxy materials
to vote and submit their proxies in advance of the Annual Meeting.
About
Communications Systems
Communications Systems, Inc. (Nasdaq JCS), an
IoT intelligent edge products and services company, provides connectivity infrastructure and services for global deployments of
broadband networks. Focusing on innovative, cost-effective solutions, CSI provides customers the ability to deliver, manage, and
optimize their broadband network services and architecture. From the integration of fiber optics in any application and environment
to efficient home voice and data deployments to optimization of data and application access, CSI provides tools for maximum utilization
of the network from the edge to the user. With partners and customers in over 50 countries, CSI has built a reputation as a reliable
global innovator focusing on quality and customer service. CSI operates three business units: Transition Networks, Net2Edge and
JDL Technologies. For more information visit: commsysinc.com.
Forward
Looking Statement
This press release includes certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial
performance, future growth and future acquisitions or partnerships. These
statements are based on Communications Systems’ current expectations or beliefs and are subject to uncertainty and changes
in circumstances. Actual results may vary materially from those expressed or implied by the statements here due to changes in economic,
business, competitive or regulatory factors, and other risks and uncertainties affecting the operation of Communications Systems’
business. These risks, uncertainties and contingencies are presented in the Company’s Annual Report on Form 10-K and, from
time to time, in the Company’s other filings with the Securities and Exchange Commission. The information set forth herein
should be read in light of these risks. Further, investors should keep in mind that the Company’s financial results in any
particular period may not be indicative of future results. Communications Systems is under no obligation to, and expressly disclaims
any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes
in assumptions or otherwise.
Contacts:
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Communications Systems, Inc.
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The Equity Group Inc.
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Mark D. Fandrich
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Lena Cati
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Chief Financial Officer
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Vice President
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952-582-6416
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212-836-9611
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mark.fandrich@commsysinc.com
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lcati@equityny.com
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Roger H. D. Lacey
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Devin Sullivan
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Chief Executive Officer
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Senior Vice President
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952-996-1674
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212-836-9608
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dsullivan@equityny.com
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Communications
Systems, Inc.
NOTICE
OF CHANGE OF LOCATION
OF
ANNUAL MEETING OF SHAREHOLDERS
Wednesday, June 17, 2020 at 10:00 a.m. CDT
Virtual Meeting - No Physical Meeting Location
To the Shareholders of Communications Systems,
Inc.
In light of the continued COVID-19 pandemic,
public health concerns, and government-recommended and required limits on public gatherings, and to prioritize the health and well-being
of our shareholders, directors, employees and other meeting participants, NOTICE IS HEREBY GIVEN that the location of our 2020
Annual Meeting of Shareholders (the “Annual Meeting”) has been changed and will be conducted in virtual format only.
The meeting will be held at 10:00
AM CDT on June 17, 2020. As described in the proxy materials for the Annual Meeting previously distributed, shareholders
of record as of the close of business on April 20, 2020 will be able to vote and ask questions during the meeting by remote participation.
www.virtualshareholdermeeting.com/JCS2020.
To participate in the Annual Meeting, visit
www.virtualshareholdermeeting.com/JCS2020 and enter the 16-digit control number included on your Important Notice Regarding the
Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. You may log
into the meeting platform beginning at 9.45 CDT on June 17, 2020. The proxy card included with the proxy materials previously distributed
will not be updated to reflect the change in location and may continue to be used to vote your shares in connection with the Annual
Meeting. If you have already voted, no additional action is required.
You may vote during the Annual Meeting by
following the instructions available on the meeting website during the meeting.
If you encounter any technical difficulties
with the virtual meeting platform on the meeting day, a phone number for technical support will be provided on the meeting page
at www.virtualshareholdermeeting.com/JCS2020. Technical support will be available
beginning at 9:45 AM CDT on June 17, 2020 and will remain available until the meeting has ended.
We thank you for your interest in our
Company and look forward to your participation at our virtual Annual Meeting.
By Order of the Board of Directors,
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Roger H.D. Lacey, Chairman
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Minnetonka, Minnesota
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