UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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:
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Preliminary Proxy Statement
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Confidential,
for Use of Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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MICT, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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Fee
paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the date of its filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement no.:
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MICT, INC.
28 West Grand Avenue, Suite 3
Montvale, New Jersey 07645
To the Stockholders of MICT, Inc.:
You are cordially invited
to attend the 2020 annual meeting of stockholders (the “Annual Meeting”) of MICT, Inc. (the “Company”)
to be held on December 21, 2020 at 11 a.m., New York Time. The formal meeting notice and proxy statement for the Annual Meeting
are attached.
The Annual Meeting will
be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Annual
Meeting online, vote and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/MICT2020AM.
We are pleased to utilize the virtual stockholder meeting technology to (i) provide ready access and cost savings for our
stockholders and the company, and (ii) to promote social distancing pursuant to guidance provided by the Center for Disease
Control and the U.S. Securities and Exchange Commission due to the novel coronavirus. The virtual meeting format allows attendance
from any location in the world.
Even if you are planning
on attending the Annual Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form
of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the
Annual Meeting. Instructions on voting your shares are on the proxy materials you received for the Annual Meeting. Even if you
plan to attend the Annual Meeting online, it is strongly recommended you complete and return your proxy card before the Annual
Meeting date, to ensure that your shares will be represented at the Annual Meeting if you are unable to attend.
The purpose of the Annual
Meeting is to consider and vote upon the following proposals:
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1.
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To
elect four directors to serve on the Company’s Board of Directors (the “Board”) until the 2021 annual meeting
of stockholders or until their successors are elected and qualified;
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2.
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To
ratify the selection by our audit committee of Ziv Haft, a BDO Member Firm, to serve as our independent registered public accounting
firm for the year ending December 31, 2020;
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3.
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To
conduct an advisory vote on the frequency of an advisory vote on the compensation of the Company’s named executive officers;
and
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4.
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Such
other matters as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.
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THE BOARD UNANIMOUSLY
RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES, “FOR” THE RATIFICATION
OF ZIV HAFT, A BDO MEMBER FIRM, TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND FOR AN ADVISORY VOTE ON THE COMPENSATION
OF THE COMPANY’S NAMED EXECUTIVE OFFICERS “EVERY 3 YEARS”.
The Board has fixed
the close of business on November 17, 2020 as the record date (the “Record Date”) for the determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Accordingly, only stockholders
of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Annual Meeting
or any postponement or adjournment thereof.
Your vote is important.
You are requested to carefully read the proxy statement and accompanying Notice of Annual Meeting for a more complete statement
of matters to be considered at the Annual Meeting.
By Order of the Board,
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/s/ Darren Mercer
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Chief Executive Officer and Director
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This proxy statement is dated November
30, 2020
and is being mailed with the form of proxy on or shortly after November 30, 2020.
IMPORTANT
Whether or not you
expect to attend the Annual Meeting, you are respectfully requested by the Board of Directors to sign, date and return the enclosed
proxy promptly, or follow the instructions contained in the proxy card or voting instructions. If you grant a proxy, you may revoke
it at any time prior to the Annual Meeting or vote online at the Annual Meeting.
PLEASE NOTE: If your
shares are held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares in the election of
directors unless you direct the nominee holder how to vote, by returning your proxy card or by following the instructions contained
on the proxy card or voting instruction form, or submit your proxy by telephone or over the Internet (if those options are available
to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.
MICT, INC.
28 West Grand Avenue, Suite 3
Montvale, New Jersey 07645
NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 21, 2020
To the Stockholders of MICT, Inc.:
NOTICE IS HEREBY GIVEN
that the 2020 annual meeting of stockholders (the “Annual Meeting”) of MICT, Inc., a Delaware corporation (the “Company”),
will be held on Monday, December 21, 2020 at 11 a.m., New York Time, as a virtual meeting. You will be able to attend, vote your
shares, and submit questions during the Annual Meeting via a live webcast available at www.virtualshareholdermeeting.com/MICT2020AM.
The Annual Meeting will be held for the sole purpose of considering and voting upon the following proposals:
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1.
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To
elect four directors to serve on the Company’s Board of Directors (the “Board”) until the 2021 annual meeting
of stockholders or until their successors are elected and qualified;
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2.
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To
ratify the selection by our audit committee of Ziv Haft, a BDO Member Firm (“Ziv Haft”), to serve as our independent
registered public accounting firm for the year ending December 31, 2020;
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3.
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To
conduct an advisory vote on the frequency of an advisory vote on the compensation of the Company’s named executive officers;
and
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Such
other matters as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.
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Only stockholders of
record of the Company as of the close of business on November 17, 2020 are entitled to notice of, and to vote at, the Annual Meeting
or any adjournment or postponement thereof. Each share of common stock entitles the holder thereof to one vote.
Your vote is important.
Proxy voting permits stockholders unable to attend the Annual Meeting to vote their shares through a proxy. By appointing a proxy,
your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning
your proxy card, or submit your proxy by telephone, fax, or over the Internet (if those options are available to you) in accordance
with the instructions on the enclosed proxy card or voting instruction card. Proxy cards that are signed and returned but do not
include voting instructions will be voted by the proxy as recommended by the Board. You can change your voting instructions or
revoke your proxy at any time prior to the Annual Meeting by following the instructions included in this proxy statement and on
the proxy card.
Even if you plan to
attend the Annual Meeting, it is strongly recommended that you complete and return your proxy card before the Annual Meeting date
to ensure that your shares will be represented at the Annual Meeting if you are unable to attend. You are urged to review carefully
the information contained in the enclosed proxy statement prior to deciding how to vote your shares. You may also access our proxy
materials at the following website: www.proxyvote.com.
By Order of the Board,
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/s/ Darren Mercer
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Chief Executive Officer and Director
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TABLE OF CONTENTS [PRINTER TO UPDATE]
MICT, INC.
28 West Grand Avenue, Suite 3
Montvale, New Jersey 07645
PROXY STATEMENT
2020 ANNUAL MEETING OF STOCKHOLDERS
To be held on Monday, December 21, 2020, at 11 a.m., New York Time
QUESTIONS AND ANSWERS ABOUT THESE PROXY
MATERIALS
Why did you send me this proxy statement?
This proxy statement
and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by the Board of Directors (the
“Board of Directors” or “Board”) of MICT, Inc., a Delaware corporation (the “Company,” “we,”
us,” and “our”), for use at the annual meeting of stockholders (the “Annual Meeting”) to be held
on Monday, December 21, 2020 at 11 a.m., New York Time, or at any adjournments or postponements thereof. This proxy statement summarizes
the information that you need to make an informed decision on the proposals to be considered at the Annual Meeting. This proxy
statement and the enclosed proxy card were first sent to the Company’s stockholders on or about November 30, 2020.
What is included in these materials?
These materials include:
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This
Proxy Statement for the Annual Meeting; and
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The
Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission
(the “SEC”) on February 19, 2020.
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What proposals will be addressed at the Annual Meeting?
Stockholders will be asked to consider the following proposals
at the Annual Meeting:
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1.
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To
elect four directors to serve on the Board until the 2021 annual meeting of stockholders or until their successors are elected
and qualified;
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2.
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To
ratify the selection by our audit committee of Ziv Haft, a BDO Member Firm (“Ziv Haft”), to serve as our independent
registered public accounting firm for the year ending December 31, 2020; and
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3.
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To
conduct an advisory vote on the frequency of an advisory vote on the compensation of the Company’s named executive officers.
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We will also consider any other business that properly comes
before the Annual Meeting.
How does the Board of Directors recommend that I vote?
Our Board of Directors
unanimously recommends that all stockholders vote “FOR” the director nominees, “FOR” the
ratification of the selection of Ziv Haft as our independent registered public accounting firm, and for an advisory vote on the
compensation of the Company’s named executive officers “EVERY 3 YEARS”.
Who may vote at the Annual Meeting of stockholders?
Stockholders who owned
shares of the Company’s common stock, par value $0.001 per share, as of the close of business on November 17, 2020 are entitled
to vote at the Annual Meeting. As of the Record Date, there were 68,582,447 shares of common stock issued and outstanding.
How many votes must be present to hold the Annual Meeting?
Your shares are counted
as present at the Annual Meeting if you attend the Annual Meeting and vote online, if you properly submit your proxy or if your
shares are registered in the name of a bank or brokerage firm and you do not provide voting instructions and such bank or broker
casts a vote on the ratification of our independent registered public accounting firm. On November 17, 2020, there were 68,582,447
shares of common stock outstanding and entitled to vote. In order for us to conduct the Annual Meeting, a majority of the voting
power of our outstanding shares of common stock entitled to vote at the Annual Meeting must be present at the Annual Meeting. This
is referred to as a quorum. Consequently, 34,291,224 shares of common stock must be present at the Annual Meeting to constitute
a quorum.
How many votes do I have?
Each share of common
stock is entitled to one vote on each matter that comes before the Annual Meeting. Information about the stock holdings of our
directors and executive officers is contained in the section of this Proxy Statement entitled “Security Ownership of Certain
Beneficial Owners and Management.”
What is the difference between a stockholder of record and
a beneficial owner of shares held in street name?
Stockholder of Record.
If your shares are registered directly in your name with the Company’s transfer agent, Worldwide Stock Transfer, LLC, you
are considered the stockholder of record with respect to those shares, and the proxy materials were sent directly to you by the
Company.
Beneficial Owner
of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar
organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded
to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting
at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in
your account. Those instructions are contained in a “vote instruction form.”
What is the proxy card?
The proxy card enables
you to appoint Darren Mercer, our Chief Executive Officer, as your representative, at the Annual Meeting. By completing and returning
the proxy card, you are authorizing Mr. Mercer to vote your shares at the Annual Meeting in accordance with your instructions on
the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the
Annual Meeting, it is strongly recommended that you complete and return your proxy card before the Annual Meeting date in case
your plans change. If a proposal comes up for vote at the Annual Meeting that is not on the proxy card, the proxies will vote your
shares, under your proxy, according to their best judgment.
If I am a stockholder of record of the Company’s shares,
how do I vote?
There are two ways to vote:
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Online.
If you are a stockholder of record, you may vote online at the Annual Meeting.
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By
Mail. You may vote by proxy by filling out the proxy card and sending it back in the envelope provided.
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If I am a beneficial owner of shares held in street name,
how do I vote?
There are three ways to vote:
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Online
at the Annual Meeting. If you are a beneficial owner of shares held in street name and you wish to vote online at the Annual
Meeting, you must obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your
shares. Please contact that organization for instructions regarding obtaining a legal proxy.
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By mail. You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares.
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By telephone or over the Internet. You may vote by proxy by submitting your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card. This is allowed if you hold shares in street name and your bank, broker or other nominee offers those alternatives. Although most banks, brokers and other nominees offer these voting alternatives, availability and specific procedures vary.
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Will my shares be voted if I do not provide my proxy?
If you hold your shares directly in your own name, they will
not be voted if you do not provide a proxy.
Your shares may be voted
under certain circumstances if they are held in the name of a brokerage firm. Brokerage firms generally have the authority to vote
shares not voted by customers on certain “routine” matters, including the ratification of an independent registered
public accounting firm. Accordingly, at the Annual Meeting, your shares may only be voted by your brokerage firm for the ratification
of our independent registered public accounting firm.
Brokers are prohibited
from exercising discretionary authority on non-routine matters. The election of a director and the selection of the frequency of
an advisory vote on the compensation of a company’s named executive officers are considered non-routine matters, and therefore
brokers cannot exercise discretionary authority regarding these proposals for beneficial owners who have not returned proxies to
the brokers (so-called “broker non-votes”). In the case of broker non-votes, and in cases where you abstain from voting
on a matter when present at the Annual Meeting and entitled to vote, those shares will still be counted for purposes of determining
if a quorum is present.
What vote is required to elect directors?
Directors are elected
by a plurality of the votes of the holders of common stock cast at the Annual Meeting. Abstentions will have no effect on this
proposal, assuming that a quorum of the holders of common stock is present.
What vote is required to ratify the selection by our audit
committee of Ziv Haft as our independent registered public accounting firm?
Approval of the proposal
to ratify the selection of Ziv Haft as our independent registered public accounting firm requires the affirmative vote of the majority
of the votes cast by the holders of common stock present online or represented by proxy and entitled to vote on the matter at the
Annual Meeting. Abstentions will have no effect on this proposal, assuming that a quorum of the holders of common stock is present.
What vote is required to select the
frequency of an advisory vote on the compensation of the Company’s named executive officers?
The frequency of conducting
future stockholder advisory votes on named executive officer compensation (which will be either every year, every two years or
every three years) will be determined by the frequency that receives the largest number of votes cast at the Annual Meeting.
Can I change my vote after I have voted?
You may revoke your
proxy and change your vote at any time before the final vote at the Annual Meeting. You may vote again by signing and returning
a new proxy card or vote instruction form with a later date or by attending the Annual Meeting and voting online if you are a stockholder
of record. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the
Annual Meeting or specifically request that your prior proxy be revoked by delivering to the Company’s Secretary at 28 West
Grand Avenue, Suite 3, Montvale, New Jersey 07645 a written notice of revocation prior to the Annual Meeting.
Please note, however,
that if your shares are held of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank or other
nominee that you wish to change your vote by following the procedures on the voting form provided to you by the broker, bank or
other nominee. If your shares are held in street name, and you wish to attend the Annual Meeting and vote at the Annual Meeting,
you must bring to the Annual Meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your
beneficial ownership of the shares and giving you the right to vote your shares.
What happens if I do not indicate how to vote my proxy?
If you sign your proxy
card without providing further instructions, your shares will be voted “FOR” each of the director nominees, “FOR”
the ratification of Ziv Haft to serve as our independent registered public accounting firm, and for an advisory vote on the compensation
of the Company’s named executive officers “EVERY 3 YEARS”.
Is my vote kept confidential?
Proxies, ballots and
voting tabulations identifying stockholders are kept confidential and will not be disclosed except as may be necessary to meet
legal requirements.
Where do I find the voting results of the Annual Meeting?
We will announce preliminary
voting results at the Annual Meeting. The final voting results will be tallied by the inspector of election and published in the
Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following
the Annual Meeting.
Who bears the cost of soliciting proxies?
The Company will bear
the cost of soliciting proxies in the accompanying form and will reimburse brokerage firms and others for expenses involved in
forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, the Company,
through its directors and officers, may solicit proxies in person, by telephone or by electronic means. Such directors and officers
will not receive any special remuneration for these efforts.
Who can help answer my questions?
You can contact our
Controller, Moran Amran at (972) 9-8809935 , by email moran@mict-inc.com or by sending a letter to Ms. Amran at the offices of
the Company at 28 West Grand Avenue, Suite 3, Montvale, New Jersey 07645 with any questions about the proposals described in this
proxy statement or how to execute your vote.
THE ANNUAL MEETING
We are furnishing this
proxy statement to you as a stockholder of MICT, Inc. as part of the solicitation of proxies by our Board for use at our Annual
Meeting to be held on Monday, December 21, 2020, or any adjournment or postponement thereof.
Date, Time, Place and Purpose of the Annual Meeting
The Annual Meeting will
be held on Monday, December 21, 2020, at 11 a.m., New York Time as a virtual meeting. You will be able to attend, vote your shares,
and submit questions during the Annual Meeting via a live webcast available at www.virtualshareholdermeeting.com/MICT2020AM. You
are cordially invited to attend the Annual Meeting, at which stockholders will be asked to consider and vote upon the following
proposals, which are more fully described in this proxy statement:
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To
elect four directors to serve on the Board until the 2021 annual meeting of stockholders or until their successors are elected
and qualified;
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To
ratify the selection by our audit committee of Ziv Haft to serve as our independent registered public accounting firm for the
year ending December 31, 2020; and
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To
conduct an advisory vote on the frequency of an advisory vote on the compensation of the Company’s named executive officers.
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Record Date, Voting and Quorum
Our Board fixed the
close of business on November 17, 2020, as the Record Date for the determination of holders of our outstanding common stock entitled
to notice of and to vote on all matters presented at the Annual Meeting. As of the record date, there were 68,582,447 shares of
common stock issued and outstanding and entitled to vote. Each share of common stock entitles the holder thereof to one vote.
For each proposal, the holders of 34,291,224
shares of common stock, present virtually or represented by proxy, constitutes a quorum.
Required Vote
The affirmative vote
of a plurality of the votes cast by the holders of common stock at the Annual Meeting by the stockholders present virtually or
represented by proxy is required to elect the director nominees.
The approval of the
proposal to ratify the selection of Ziv Haft as our independent registered public accounting firm requires the affirmative vote
of a majority of the votes cast by the holders of common stock, present virtually or represented by proxy at the Annual Meeting.
The frequency of conducting
future stockholder advisory votes on named executive officer compensation (which will be either every year, every two years or
every three years) will be determined by the frequency that receives the largest number of votes cast at the Annual Meeting.
Voting
You can vote your shares at the Annual Meeting by proxy or online.
You can vote by proxy
by having one or more individuals who will be at the Annual Meeting vote your shares for you. These individuals are called “proxies”
and using them to cast your ballot at the Annual Meeting is called voting “by proxy.”
If you wish to vote
by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii)
submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions
on the enclosed proxy card or voting instruction card.
If you complete the
proxy card and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described above, you
will designate Darren Mercer, Chief Executive Officer, to act as your proxy at the Annual Meeting. He will then vote your shares
at the Annual Meeting in accordance with the instructions you have given them in the proxy card or voting instructions, as applicable,
with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s) or
postponement(s) of the Annual Meeting.
Alternatively, you can
vote your shares online by attending the Annual Meeting. While we know of no other matters to be acted upon at this year’s
Annual Meeting, it is possible that other matters may be presented at the Annual Meeting. If that happens and you have signed and
not revoked a proxy card, your proxy will vote on such other matters in accordance with the best judgment of Mr. Mercer.
A special note for
those who plan to attend the Annual Meeting and vote online: if your shares are held in the name of a broker, bank or other nominee,
you must either direct the record holder of your shares to vote your shares or obtain a legal proxy from the record holder to vote
your shares at the Annual Meeting.
Our Board is asking
for your proxy. Giving the Board your proxy means you authorize it to vote your shares at the Annual Meeting in the manner you
direct. You may vote for or withhold your vote for each nominee or proposal or you may abstain from voting. All valid proxies received
prior to the Annual Meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by
means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification
so made. If no choice is indicated on the proxy, shares of common stock will be voted “FOR” the election of the director
nominees, “FOR” the ratification of the selection of Ziv Haft as our independent registered public accounting firm,
for an advisory vote on the compensation of the Company’s named executive officers “EVERY 3 YEARS”, and as the
proxy holders may determine in their discretion with respect to any other matters that may properly come before the Annual Meeting.
Stockholders who have
questions or need assistance in completing or submitting their proxy cards should contact our Controller, Moran Amran, at (972)
9-8809935.
Stockholders who hold
their shares in “street name,” meaning the name of a broker or other nominee who is the record holder, must either
direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares
at the Annual Meeting.
Revocability of Proxies
Any proxy may be revoked
by the person giving it at any time before the polls close at the Annual Meeting. A proxy may be revoked by filing with our Secretary
(MICT, Inc., 28 West Grand Avenue, Suite 3, Montvale, New Jersey 07645) either (i) a written notice of revocation bearing a date
later than the date of such proxy or (ii) a subsequent proxy relating to the same shares, or (iii) by attending the Annual Meeting
and voting online.
Simply attending the
Annual Meeting will not constitute revocation of your proxy. If your shares are held in the name of a broker or other nominee who
is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.
Attendance at the Annual Meeting
Only holders of common
stock, their proxy holders and guests we may invite may attend the Annual Meeting. If you wish to attend the Annual Meeting virtually
but you hold your shares through someone else, such as a broker, you must bring a legal proxy from the broker, bank or other nominee
holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.
Solicitation of Proxies
The cost of preparing,
assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating
to the Annual Meeting, will be borne by the Company. Some banks and brokers have customers who beneficially own common stock listed
of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for
their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding
shares of common stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.
The solicitation of proxies by mail may be supplemented by telephone and personal solicitation by officers, directors and other
employees of the Company, but no additional compensation will be paid to such individuals.
No Right of Appraisal
Neither Delaware law
nor our amended and restated certificate of incorporation provide for appraisal or other similar rights for dissenting stockholders
in connection with any of the proposals to be voted upon at the Annual Meeting. Accordingly, our stockholders will have no right
to dissent and obtain payment for their shares.
Other Business
We are not currently
aware of any business to be acted upon at the Annual Meeting other than the matters discussed in this proxy statement. The form
of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments
or variations to the matters identified in the accompanying Notice of Annual Meeting and with respect to any other matters which
may properly come before the Annual Meeting. If other matters do properly come before the Annual Meeting, or at any adjournment(s)
or postponement(s) of the Annual Meeting, we expect that shares of our common stock, represented by properly submitted proxies
will be voted by the proxy holders in accordance with the recommendations of our Board.
Principal Offices
Our principal executive
offices are located at MICT, Inc., 28 West Grand Avenue, Suite 3, Montvale, New Jersey 07645. Our telephone number at such address
is (201) 225-0190.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
Directors and Officers
The directors and executive officers of the Company are as follows:
Name
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Age
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Position
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Darren Mercer
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56
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Chief Executive Officer and Director
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Arie Rand
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61
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Chief Financial Officer
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Jeffrey Bialos
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65
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Director
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John M. Scott
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73
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Director
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Yehezkel
(Chezy) Ofir
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67
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Director
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The experience of our directors and executive officers are as
follows:
Darren Mercer. Mr. Mercer has served
on our Board since November 2019 and was appointed as our Interim Chief Executive Officer in April 2020, and subsequently, our
Chief Executive Officer. During the last five years, Mr. Mercer has served first as the Chief Executive Officer of BNN, and subsequently,
as a director and Interim Chief Executive Officer of MICT. Mr. Mercer began his career as an investment banker in the 1980s, holding
senior roles in institutional equity sales and corporate brokering at Henry Cooke Lumsden PLC and Albert E. Sharp LLC. In 2007,
Mr. Mercer founded BNN and has served as its Chief Executive Officer since from its inception to October 2017. In February 2018,
Mr. Darren accepted an invitation to serve as an executive director from the newly appointed board of directors of BNN led by Mark
Hanson, former deputy CEO of the Hong Kong Stock Exchange. During his tenure, Mr. Mercer restructured BNN by disposing of various
subsidiaries and seeking strategic business partners. Mr. Mercer founded Global Fintech and Global Fintech Holdings Ltd. (“GFH”)
in October 2018 and November 2019, respectively and has served as director of both companies since their inception, and as a Director
of Strategic Partnerships and Business Development and Executive Director since 2017. Since Mr. Mercer joined the MICT Board, he
helped MICT achieve substantial fund raising and introduced significant new business opportunities to MICT. Mr. Mercer holds an
MSI (DIP) qualification a BASc in Economics from the University of Manchester. We believe that Mr. Mercer is well-qualified to
serve on the MICT Board due to his extensive financial services, operational, management and investment experience.
Arie Rand. Mr. Rand has served as
the Company’s Chief Financial Officer of the Company since September 2020. From 2013 until June 2020, Mr. Rand served as
Chief Financial Officer of Edwards Lifesciences (Israel ) Ltd., a wholly owned subsidiary of Edwards Lifesciences, Inc., a publicly
traded company listed on the New York Stock Exchange. From October 2010 until 2012, Mr. Rand served as Chief Financial Officer
of Deltathree, Inc., a publicly traded company. Mr. Rand holds a B.A. in Natural Sciences and Accounting and Economics from Bar
Ilan University, and an MBA (Finance) from Bar Ilan University.
Yehezkel
(Chezy) Ofir. Professor Ofir has served on the Board of MICT since April 2013. He was appointed as a director of Micronet
in September 2012. Ofir has over 25 years of business consulting experience and served as a director at various companies,
including as an external director of Adama Ltd (SZSE: 000553) from 2012 until 2015, a
director at Shufersal Ltd. (TASE: SAE) from 2004 to 2010, Director at the Israeli Postal Bank Company as of 2014 and acting
Chairman and director as of 2016 until 2017. A director at Soda Stream (NASDAQ: Soda) from 2016 to 2019. A director at
Hadassah Medical Centers (Ein-Karem, Jerusalem) from 2015-Currently, and Micronet (TAS: MCRNT), from 2013-Currently. Mr. Ofir
has served as a member of the board of directors at MICT Inc. (NASDAQ: MICT) since April 2013. Mr. Ofir is the Kmart Chair
Professor and faculty member at the School of Business Administration, The Hebrew University of Jerusalem. Mr. Ofir holds a
B.Sc. and M.Sc. in Engineering from Ben-Gurion University, M.Phil. and Ph.D. in Business Administration from Columbia
University. We believe that Professor Ofir extensive experience in governance and in corporate business consulting
makes him very well qualified to serve as a director of the Company.
Jeffrey P. Bialos. Mr. Bialos has
served on the Board of MICT since April 2013. Mr. Bialos has over 30 years of experience in a broad range of domestic and international
legal, governmental and public policy positions. He served as Deputy Under Secretary of Defense for Industrial Affairs from January
1999 through December 2001 and in senior positions at the State and Commerce Department during the Clinton Administration and served
on the Defense Science Board task forces from June 1996 through June 1997. He also was appointed to the Secure Virginia Panel,
Virginia’s homeland security board, by two Virginia Governors. Mr. Bialos spent considerable time in private legal practice
in Washington, D.C. with two large national law firms (currently, Eversheds Sutherland where he has been a partner since 2002 and,
previously, Weil, Gotshal & Manges from January 1990 through June 1996). He has represented a wide range of domestic and foreign
firms (including large multinational corporations and leading defense and aerospace firms), foreign governments, development institutions
such as the European Bank for Reconstruction and Development and the International Finance Corporation, private equity funds, public-private
partnerships and other entities, in a diverse range of corporate and commercial, adjudicatory, regulatory, policy and interdisciplinary
matters. He has considerable experience in Europe, the Middle East and Asia. Mr. Bialos holds a J.D. from the University of Chicago
Law School, an M.P.P. from the Kennedy School of Government at Harvard University and an A.B. from Cornell University. He is a
member of the New York Council on Foreign Relations. We believe that Mr. Bialos’ broad and intimate familiarity with the
information technology industry and the depth and breadth of his professional experience as a practicing lawyer and former government
official, make him suitable to serve as a director of the Company.
John M. Scott. Mr. Scott has served
on our Board since November 2019. Mr. Scott began his career as a stockbroker in October 1970 with Charlton Seal Dimmock &
Co. He became a Partner at the same firm in 1982 and subsequently a Director of Wise Speke Limited following a merger in 1990.
In August 1994, he joined Albert E. Sharp LLP as a Director, where he remained until June 2007. In 2007, he joined WH Ireland Group
Plc, a financial services company offering private wealth management, wealth planning and corporate broking services, where he
oversaw the firm’s private client business in Manchester, U.K. until his retirement from his role as an Executive Director
from WH Ireland’s Board of Directors in 2013. Mr. Scott currently serves as a consultant to WH Ireland. Mr. Scott holds a
BSc in Economics from the University of London. We believe that Mr. Scott is qualified to serve on our Board because of his accounting
expertise and his experience serving as an officer and director of public and private companies.
Corporate Governance
Number and Terms of Officers and Directors
Our board of directors is currently comprised
of four directors. Mr. Mercer, our Chief Executive Officer is not independent as that term is defined under the Nasdaq Listing
Rules. Each of our directors, other than Mr. Mercer, qualify as “independent” under the Nasdaq Listing Rules, and SEC
rules with respect to members of boards of directors and our Audit Committee, Compensation Committee and Corporate Governance/Nominating
Committee, and otherwise meet the Nasdaq corporate governance requirements.
As of April 2. 2020, the Board does not
have a chairman. Recognizing that the Board is composed almost entirely of outside directors, in addition to the Board’s
strong committee system (as described more fully below), we believe this leadership structure is appropriate for the Company and
allows the Board to maintain effective oversight of management.
Our board of directors has three standing
committees: the Compensation Committee, the Audit Committee and the Corporate Governance/Nominating Committee.
Committee Membership, Meetings and Attendance
Each of the standing
committees of the Board of Directors is comprised entirely of independent directors.
During the fiscal year ended December 31, 2019:
|
●
|
the
Board acted by unanimous written consent in lieu of a meeting 33 times;
|
|
●
|
6
meeting of the audit committee was held;
|
|
●
|
1
meeting of the compensation committee was held; and
|
|
●
|
1
meeting of the corporate governance/nominating committee was held.
|
Each of our incumbent
directors attended or participated in 100% of the meetings of the Board of Directors and the respective committees of which he
is a member held during the period such incumbent director was a director during the fiscal year ended December 31, 2019.
We encourage all of
our directors to attend our annual meetings of stockholders, although there is no formal requirement to do so. The following directors
attended our 2019 Annual Meeting of Stockholders: David Lucatz , Jeffrey P. Bialos, Darren Mercer, John M. Scott and Yehezkel (Chezy) Ofir.
Audit Committee
The members of our Audit Committee are
Professor Ofir, Mr. Bialos and Mr. Scott. Professor Ofir is the Chairman of the Audit Committee, and our board of directors has
determined that Professor Ofir is an “Audit Committee financial expert” and that all members of the Audit Committee
are “independent” as defined by the rules of the SEC and the Nasdaq rules and regulations. The Audit Committee operates
under a written charter that is posted on our website at www.mict-inc.com. The primary responsibilities of our Audit Committee
include:
|
●
|
appointing, compensating and retaining our registered
independent public accounting firm;
|
|
●
|
overseeing the work performed by any outside accounting
firm;
|
|
●
|
assisting the board of directors in fulfilling its
responsibilities by reviewing: (1) the financial reports provided by us to the SEC, our stockholders or to the general public
and (2) our internal financial and accounting controls; and
|
|
●
|
recommending, establishing and monitoring procedures
designed to improve the quality and reliability of the disclosure of our financial condition and results of operations.
|
Compensation Committee
The members of our Compensation Committee
are Professor Ofir, Mr. Bialos and Mr. Scott. Professor Ofir is the Chairman of the Compensation Committee and our board of directors
has determined that all of the members of the Compensation Committee are “independent” as defined by the rules of the
SEC and Nasdaq rules and regulations. The Compensation Committee operates under a written charter that is posted on our website
at www.mict-inc.com. The primary responsibilities of our Compensation Committee include:
|
●
|
reviewing and recommending to our board of directors
of the annual base compensation, the annual incentive bonus, equity compensation, employment agreements and any other benefits
of our executive officers;
|
|
●
|
administering our equity based compensation plans
and exercising all rights, authority and functions of the board of directors under all of the Company’s equity compensation
plans, including without limitation, the authority to interpret the terms thereof, to grant options thereunder and to make stock
awards thereunder; and
|
|
●
|
annually reviewing and making recommendations to our
board of directors with respect to the compensation policy for such other officers as directed by our board of directors.
|
The Compensation Committee meets, as often
as it deems necessary, without the presence of any executive officer whose compensation it is then approving. Neither the Compensation
Committee nor the Company engaged or received advice from any compensation consultant during 2019.
Corporate Governance/Nominating Committee
The members of our Corporate Governance/Nominating
Committee are Professor Ofir, Mr. Bialos and Mr. Scott. Professor Ofir is the Chairman of the Corporate Governance/Nominating Committee
and our board of directors has determined that all of the members of the Corporate Governance/Nominating Committee are “independent”
as defined by Nasdaq rules and regulations. The Corporate Governance/Nominating Committee operates under a written charter that
is posted on our website at www.mict-inc.com. The primary responsibilities of our Corporate governance and Nominating Committee
include:
|
●
|
assisting the board of directors in, among other things,
effecting board organization, membership and function including identifying qualified board nominees; effecting the organization,
membership and function of board of directors committees including composition and recommendation of qualified candidates; establishment
of and subsequent periodic evaluation of successor planning for the Chief Executive Officer and other executive officers; development
and evaluation of criteria for board membership such as overall qualifications, term limits, age limits and independence; and
oversight of compliance with applicable corporate governance guidelines; and
|
|
●
|
identifying and evaluating the qualifications of all
candidates for nomination for election as directors.
|
Potential nominees will be identified by the board of directors
based on the criteria, skills and qualifications that will be recognized by the Corporate Governance/Nominating Committee. In considering
whether to recommend any particular candidate for inclusion in the board of directors’ slate of recommended director nominees,
our Corporate Governance/Nominating Committee will apply criteria including the candidate’s integrity, business acumen, knowledge
of our business and industry, age, experience, diligence, conflicts of interest and the ability to act in the interests of all
stockholders. No particular criteria will be a prerequisite or will be assigned a specific weight, nor do we have a diversity policy.
We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience,
knowledge and abilities that will result in a well-rounded board of directors and allow the board of directors to fulfill its responsibilities.
There have not been any changes in our process for nominating
directors.
Audit Committee Report*
The audit committee
has reviewed and discussed our audited financial statements with management, and has discussed with our independent registered
public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Codification
of Statements on Auditing Standards, AU 380), as adopted by the Public Company Accounting Oversight Board (the “PCAOB”)
in Rule 3200T. Additionally, the audit committee has received the written disclosures and the letter from our independent registered
public accounting firm, as required by the applicable requirements of the PCAOB, and has discussed with the independent registered
public accounting firm the independent registered public accounting firm’s independence. Based upon such review and discussion,
the audit committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K
for the last fiscal year for filing with the SEC.
Submitted by:
Audit Committee of the Board of Directors
Yehezkel (Chezy) Ofir
Jeffrey Bialos
John M. Scott
* The information contained
in this Audit Committee Report shall not be deemed to be “soliciting material” or “filed” or incorporated
by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent
that the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by
reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange
Act.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires
our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership
of, and transactions in, our securities with the SEC and to provide us with copies of those filings. Based solely on our review
of the copies of such forms received by us, or written representations from certain reporting persons, except for (i) the Form
3 filed by Moran Amran on February 1, 2019, (ii) the Form 3 filed by John McMillan Scott on November 14, 2019, (iii) the Form 4
filed by Moran Amran on February 7, 2019, (iv) the Form 4 filed by Jeffrey Bialos on February 7, 2019 and (v) the Form 3 filed
by Darren Mercer on November 14, 2019, we believe that during fiscal year ended December 31, 2019, all filing requirements applicable
to our officers, directors and ten percent beneficial owners were complied with.
Code of Ethics
We have adopted a Code of Business Conduct
and Ethics that applies to our directors, executive officers and all of our employees. The Code of Business Conduct and Ethics
is available on our website at www.mict-inc.com and we will provide, at no charge, persons with a written copy upon written request
made to us.
We intend to satisfy the disclosure requirement
under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by
posting such information on the website address specified above.
Risk Oversight
The Board, including the Audit Committee
and Compensation Committee, periodically reviews and assesses the significant risks to the Company. Our management is responsible
for the Company’s risk management process and the day-to-day supervision and mitigation of risks. These risks include strategic,
operational, competitive, financial, legal and regulatory risks. Our Board leadership structure, together with the frequent interaction
between our directors and management, assists in this effort. Communication between our Board and management regarding long-term
strategic planning and short-term operational practices include matters of material risk inherent in our business.
The Board plays an active role, as a whole
and at the committee level in overseeing the management of the Company’s risks. Each of our Board committees is focused on
specific risks within their areas of responsibility, but the Board believes that the overall enterprise risk management process
is more properly overseen by all of the members of the Board. The Audit Committee is responsible for overseeing the management
of financial and accounting risks. The Compensation Committee is responsible for overseeing the management of risks relating to
executive compensation plans and arrangements. While each committee is responsible for the evaluation and management of such risks,
the entire Board is regularly informed through committee reports. The Board incorporates the insight provided by these reports
into its overall risk management analysis.
The Board administers its risk oversight
responsibilities through the Chief Executive Officer and the Chief Financial Officer, who, together with management representatives
of the relevant functional areas review and assess the operations of the Company as well as operating management’s identification,
assessment and mitigation of the material risks affecting our operations.
COMMUNICATING WITH OUR BOARD OF DIRECTORS
Our Board will give appropriate attention to written communications
that are submitted by stockholders and will respond if and as appropriate. Professor Ofir, our lead independent director, with
the assistance of our outside counsel, is primarily responsible for monitoring communications from our stockholders and for providing
copies or summaries to the other directors as he considers appropriate. Communications are forwarded to all directors if they relate
to substantive matters and include suggestions or comments that Professor Ofir considers to be important for the directors to know.
In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than
communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive
or duplicative communications.
Stockholders who wish to send communications
on any topic to our Board should address such communications to: MICT, Inc., c/o Moran Amran, Controller, at the address on the
first page of this proxy statement.
Executive Compensation
The following information
is furnished for the years ended December 31, 2018 and December 31, 2019 for the individuals listed on the table below, who are
referred to as the named executive officers.
Name and Principal Position
|
|
Year
|
|
Salary
(1)
|
|
Bonus
(2)
|
|
Option
Awards
(3)
|
|
All Other
Compensation
(4)
|
|
Total
|
David Lucatz(5)
|
|
2019
|
|
|
$
|
400,000
|
*
|
|
$
|
36,250
|
|
|
$
|
49,981
|
|
|
$
|
21,666
|
|
|
$
|
507,897
|
|
Former Chief Executive Officer and President
|
|
2018
|
|
|
$
|
393,305
|
|
|
$
|
300,000
|
|
|
$
|
217,641
|
|
|
$
|
5,438
|
|
|
$
|
916,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moran Amran
|
|
2019
|
|
|
$
|
122,521
|
|
|
$
|
15,887
|
|
|
$
|
20,062
|
|
|
$
|
19,123
|
|
|
$
|
177,593
|
|
Controller
|
|
2018
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
(1)
|
Salary paid partly in NIS and partly in U.S. dollars. The amounts are converted according to the average foreign exchange rate U.S. dollar/NIS for 2018 and 2019, respectively.
|
(2)
|
Represents discretionary bonus in connection with the performance and achievements of MICT.
|
|
|
(3)
|
The fair value recognized for such option
awards was determined as of the grant date in accordance with Accounting Standards Codification, or ASC, Topic 718. Assumptions
used in the calculations for these amounts are included in Note 14 to the consolidated financial statements for the year ended
December 31, 2019 included elsewhere in this Annual Report.
|
(4)
|
Includes the following: pay-out of unused
vacation days, personal use of company car (including tax gross-up), personal use of company cell phone, contributions to manager’s
insurance (retirement and severance components), contributions to advanced study fund, recreational allowance, premiums for disability
insurance and contributions to pension plan.
|
(5)
|
Pursuant to an agreement between Micronet and entities controlled by Mr. Lucatz, through July 6, 2017, Mr. Lucatz was entitled to receive management fees of NIS 65,000 (approximately $18,172) on a monthly basis (the “Micronet Management Fees”), and cover other monthly expenses (the “Micronet Agreement”). Effective July 6, 2017, the Micronet Management Fees were reduced to NIS 23,000 and as of October 31, 2018, the Micronet Management Fees were reduced to zero. Mr. Lucatz resigned his position as President and Chief Executive Officer in April 2020.
|
On November 26, 2012, DLC entered into
a 36-month management and consulting services agreement with MICT, effective November 1, 2012, which provided that MICT (via any
of its directly or indirectly fully owned subsidiaries) will pay the entities controlled by Mr. Lucatz: (1) management fees of
$13,333 on a monthly basis, and cover other monthly expenses, (2) an annual bonus of 3% of the amount by which the annual earnings
before interest, tax, depreciation and amortization, or EBITDA, for such year exceeds the average annual EBITDA for 2011 and 2010,
and (3) a one-time bonus of 0.5% of the purchase price of any acquisition or capital or debt raising transaction, excluding only
a specified 2013 public equity offering, completed by us during the term of the agreement. According to the agreement, the management
and consulting services agreement between DLC and MICT automatically renewed for a successive one-year term on the same terms and
conditions. On June 6, 2018, the Compensation Committee of MICT approved maintaining Mr. Lucatz’s annual base salary of $400,000.
In addition, on June
6, 2018, the Compensation Committee of MICT approved a discretionary cash bonus to Mr. Lucatz, MICT’s former Chief Executive
Officer, in the aggregate amount of $300,000 as well the issuance of a stock option to purchase 300,000 shares of MICT’s
common stock, with an exercise price of $1.32 per share, with 100,000 shares of common stock vesting immediately and 100,000 shares
of common stock vesting on each of the first two anniversaries of the date of grant. The bonus and option were granted to Mr.
Lucatz in light of his contributions to MICT’s successful sale of its then wholly owned subsidiary, Enertec Systems 2001
Ltd. and in August, 2019 an amount of $36,250 being a one-time bonus of 0.5% of the pipe raised as per the consultancy agreement.
Employment Agreements
None of our employees is subject to a collective
bargaining agreement.
Equity Incentive Plans
2012 plan. Our
2012 Stock Incentive Plan (the “2012 Incentive Plan”) was initially adopted by the Board on November 26, 2012 and approved
by our stockholders on January 7, 2013 and subsequently amended on September 30, 2014, October 26, 2015 ,November 15, 2017 and
November 8, 2018. Under the 2012 Incentive Plan, as amended, up to 5,000,000 shares of our Common Stock , are currently authorized
to be issued pursuant to option awards granted thereunder, 3,044,782 shares of which have been issued or have been allocated to
be issued as of November 30, 2020 and 1,955,218 shares remain available for future issuance as November 30, 2020. The 2012 Incentive
Plan is intended as an incentive to retain directors, officers, employees, consultants and advisors to the Company, persons of
training, experience and ability, to attract new employees, directors, consultants and advisors whose services are considered valuable,
to encourage the sense of proprietorship and to stimulate the active interest of such persons in the development and financial
success of the Company, by granting to such persons options to purchase shares of the Company’s Common Stock (“2012
Options”), shares of the Company’s stock, with or without restrictions, or any other share-based award (“2012
Award(s)”). The Plan is intended as an incentive to retain in the employ of, and as directors, consultants and advisors to
MICT, Inc., a Delaware corporation (the “Company”), and its subsidiaries (including any “employing company”
under Section 102(a) of the Ordinance (as hereinafter defined) and any “subsidiary” within the meaning of Section 424(f)
of the United States Internal Revenue Code of 1986, as amended (the “Code”), collectively, the “Subsidiaries”),
persons of training, experience and ability, to attract new employees, directors, consultants and advisors whose services are considered
valuable, to encourage the sense of proprietorship and to stimulate the active interest of such persons in the development and
financial success of the Company and its Subsidiaries, by granting to such persons either (i) options to purchase shares of the
Company’s Stock, (the “Options”), (ii) shares of the Company’s Stock, with or without restrictions, or
(iii) any other Stock-based award, granted to a Grantee or an Optionee (as such terms are defined below hereunder) under the Plan
and any Stock issued pursuant to the exercise thereof. Stock awards and the grant of Options to purchase shares of Stock, or the
issue of each of the above under sub-sections (i) - (iii) shall be referred as the “Award(s).
2014 plan. Our
2014 Stock Incentive Plan (the “2014 Incentive Plan”) was initially adopted by the Board on July 17, 2014 and approved
by our stockholders on September 30, 2014 and subsequently amended on November 15, 2017 and November 8, 2018. Under the 2014 Incentive
Plan, as amended, up to 600,000 shares of our Common Stock (subject to adjustment in the event of a stock split, stock dividend,
recapitalization or other similar events) are currently authorized to be issued pursuant to awards granted thereunder, 523,225
shares of which have been issued or have been allocated to be issued as of November 30, 2020. The 2014 Incentive Plan is intended
to provide incentives (a) to the directors, officers and employees of the Company, by providing such directors, officers and employees
with opportunities to purchase stock in the Company pursuant to options granted thereunder ("2014 Options"), (b) to directors,
officers, employees, consultants and advisors of the Company by providing them with opportunities to receive awards of stock in
the Company whether such stock awards are in the form of bonus shares, deferred stock awards, or performance share awards ("2014
Awards"); and (c) to directors, officers, employees, consultants and advisors of the Company by providing them with opportunities
to make direct purchases of restricted stock in the Company ("Restricted Stock").
2020 plan. The
2020 Incentive Plan provides for the issuance of up to 16,000,000 shares of our common stock plus a number of additional shares
issued upon the expiration or cancellation of awards under our 2014 Incentive Plan, which was terminated when the 2020 Incentive
Plan was approved by our stockholders. Generally, shares of common stock reserved for awards under the 2020 Incentive Plan that
lapse or are canceled (other than by exercise) will be added back to the share reserve available for future awards. However, shares
of common stock tendered in payment for an award or shares of common stock withheld for taxes are not available again for future
awards. In addition, Shares repurchased by the Company with the proceeds of the option exercise price may not be reissued under
the 2020 Incentive Plan.
Outstanding Equity Awards
During 2019, 30,000 options and 100,000
shares were issued to our directors, officers and employees under our 2012 Incentive Plan. The following table presents the outstanding
equity awards held as of December 31, 2019, by our named executive officers:
Option Awards
|
|
|
|
|
|
|
Number of
securities
underlying
unexercised
options (#)
exercisable
|
|
Number of securities
underlying
unexercised options
unexercisable
|
|
Option exercise
price ($)
|
|
Option
expiration
date
|
David Lucatz
|
|
|
250,000
|
|
|
|
-
|
|
|
|
4.30
|
|
|
11/11/2024
|
|
|
|
250,000
|
|
|
|
-
|
|
|
|
1.32
|
|
|
06/06/2028
|
|
|
|
200,000
|
|
|
|
100,000
|
|
|
|
1.32
|
|
|
06/06/2028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moran Amran
|
|
|
18,000
|
|
|
|
-
|
|
|
|
4.30
|
|
|
11/11/2024
|
|
|
|
18,000
|
|
|
|
-
|
|
|
|
1.32
|
|
|
06/06/2028
|
|
|
|
-
|
|
|
|
30,000
|
|
|
|
1.32
|
|
|
05/02/2029
|
Director Compensation
The following table provides information
regarding compensation earned by, awarded or paid to each person for serving as a director who was not an executive officer during
the fiscal year ended December 31, 2019:
Name(1)
|
|
Fees Earned or paid in cash
($) (4)
|
|
Option
Awards
($)(2)(3)
|
|
Stock
Awards
($) (5)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
Yehezkel (Chezy) Ofir
|
|
$
|
12,500
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
12,500
|
|
Jeffrey P. Bialos (6)
|
|
$
|
12,500
|
|
|
$
|
-
|
|
|
$
|
100,000
|
|
|
|
-
|
|
|
$
|
112,500
|
|
Miki Balin (5)
|
|
$
|
11,067
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
11,067
|
|
John McMillan Scott (5)
|
|
$
|
2,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
2,000
|
|
Darren Mercer (5)
|
|
$
|
2,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
2,000
|
|
|
(1)
|
Mr. Lucatz, who served as our Chairman of the Board of Directors, Chief Executive Officer and President, is not included in this table because he received no compensation for his services as a director. The compensation received by Mr. Lucatz is as shown above in the “Summary Compensation Table.”
|
|
(2)
|
The fair value recognized for such option awards was
determined as of the grant date in accordance with ASC Topic 718. Assumptions used in the calculations for these amounts are included
in Note 16 to our consolidated financial statements for the year ended December 31, 2019 included elsewhere in this Annual Report.
|
|
(3)
|
As of December 31, 2019, Professor Yehezkel (Chezy) Ofir, Mr. Jeffrey P. Bialos and Mr. Miki Balin held options to purchase 35,000 shares, 5,000 of which were granted on April 29, 2013
and 5,000 of which were granted on November 11, 2014, each exercisable at an exercise price of $4.30 per share. Such options vested
within three years following the date of grant. In addition, options to purchase 10,000 shares were granted to each director listed
above on June 6, 2018 at an exercise price of $1.32 per share and options to purchase 15,000 shares were granted to each director
listed above on August 13, 2018 at an exercise price of $1.4776 per share. All of the options have vested. As of December 31, 2019,
our current (and former) directors held options to purchase 105,000 shares of MICT common stock.
|
|
(4)
|
For the year ended December 31, 2019, we paid an aggregate
amount of $40,067 to our directors as compensation for serving on our board of directors. Independent directors received $12,000
plus applicable taxes for the year of service as a director of the Company. Independent directors receive $200 (or $100 if the
director participates via telephone or video conference) for each meeting in excess of three meetings in any month.
|
|
(5)
|
On November 3, 2019, Miki Balin resigned from our board
of directors, and we subsequently appointed Darren Mercer and John McMillan Scott to serve on the board of directors.
|
|
(6)
|
On February 7, 2019, we issued to Jeffrey P. Bialos,
a director of MICT, 80,000 restricted shares as consideration for certain special efforts and services performed by Mr. Bialos
in connection with negotiations for the Merger Agreement and the transactions.
|
Other than as described above, we have
no present formal plan for compensating our directors for their service in their capacity as directors. Directors are entitled
to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our
board of directors. The board of directors may award special remuneration to any director undertaking any special services on our
behalf other than services ordinarily required of a director. Other than indicated above, no director received and/or accrued any
compensation for his or her services as a director, including committee participation and/or special assignments during 2019.
Director Independence
Nasdaq listing standards
require that a majority of our board of directors be independent. An “independent director” is defined generally as
a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which
in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment
in carrying out the responsibilities of a director. Our board of directors has determined that Professor Ofir and Messrs. Bialos,
and Scott are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent
directors have regularly scheduled meetings at which only independent directors are present.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table
sets forth information regarding the beneficial ownership of our common stock as of November 17, 2020 based on information obtained
from the persons named below, with respect to the beneficial ownership of shares of our common stock, by:
|
●
|
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
|
|
●
|
each of our executive officers and directors that beneficially owns shares of our common stock; and
|
|
●
|
all our executive officers and directors as a group.
|
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock
beneficially owned by them.
Name and Address of Beneficial Owner (1)
|
|
Number of
Shares
Beneficially
Owned
|
|
|
Percentage of
Shares
Beneficially
Owned
|
|
5% Stockholders
|
|
|
|
|
|
|
Global Fintech Holdings Ltd.(2)
|
|
|
26,263,633
|
|
|
|
37.78
|
%
|
China Strategic Investment Limited(3)
|
|
|
6,831,014
|
|
|
|
9.65
|
%
|
|
|
|
|
|
|
|
|
|
Directors and Executive Officers
|
|
|
|
|
|
|
|
|
Jeffrey Bialos(4)
|
|
|
470,000
|
|
|
|
*
|
|
John M. Scott(5)
|
|
|
150,000
|
|
|
|
*
|
|
Yehezkel (Chezy) Ofir(6)
|
|
|
410,000
|
|
|
|
*
|
|
Darren Mercer(2)
|
|
|
-
|
|
|
|
-
|
|
Arie Rand
|
|
|
-
|
|
|
|
-
|
|
Moran Amran(7)
|
|
|
45,500
|
|
|
|
*
|
|
David Lucatz(8)
|
|
|
1,934,200
|
|
|
|
2.81
|
%
|
Current Directors and Executive Officers as a Group (six persons)(9)
|
|
|
1,075,500
|
|
|
|
1.55
|
%
|
(1)
|
Unless otherwise
indicated, the address for each of the named parties above is 28 West Grand Ave., Suite 3, Montvale, NJ 07645.
|
|
|
(2)
|
Consists of (i)
24,445,453 shares of common stock and (ii) 1,818,181 shares of common stock issuable upon 1,818,181 Series B Warrants currently
exercisable. Darren Mercer, Chief Executive Officer of the Company is one of three directors and Chief Executive Officer of
Global Fintech Holdings, Ltd.
|
|
|
(3)
|
Consists of (i)
4,615,106 shares of common stock and (ii) 2,215,908 shares of common stock issuable upon 2,215,908 warrants currently exercisable.
|
|
|
(4)
|
Consists of (i)
135,000 shares of common stock and (ii) 335,000 shares of common stock issuable upon 335,000 stock options currently exercisable.
|
|
|
(5)
|
Consists of (i)
50,000 shares of common stock and (ii) 100,000 shares of common stock issuable upon 100,000 stock options currently exercisable.
|
|
|
(6)
|
Consists
of (i) 75,000 shares of common stock and (ii) 335,000 shares of common stock issuable
upon 335,000 stock options currently exercisable.
|
|
|
(7)
|
Consists
of (i) 17,500 shares of common stock and (ii) 28,000 shares of common stock issuable upon
28,000 stock options currently exercisable.
|
|
|
(8)
|
Consists
of (i) 1,634,200 shares of common stock held by D.L. Capital Ltd. (“DLC”) and
(ii) 300,000 shares of common stock issuable upon the exercise of 300,000 stock options. Mr.
Lucatz is the controlling shareholder, Chief Executive Officer and Chairman of the Board of
Directors of DLC and may be deemed to have beneficial ownership with respect to all shares
held by DLC. Mr. Lucatz resigned as Chief Executive Officer on April 2, 2020 and as a director
on September 27, 2020.
|
|
|
(9)
|
See footnotes 2
and 4 to 7.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Darren Mercer, our Chief
Executive Officer and a director, presently owns, with certain family members and related parties, approximately one third of the
issued and outstanding shares of GFH; and is the sole officer and one of three directors of GFH. In addition, prior to the closing
the transactions contemplated by the Agreement and Plan of Merger, entered into on November 7, 2019 and amended and restated on
April 15, 2020 by and among MICT, GFH Intermediate Holdings Ltd., a British Virgin Islands company (“Intermediate”),
MICT Merger Subsidiary Inc., a British Virgin Islands company and a wholly-owned subsidiary of MICT (“Merger Sub”)
and GHF as the sole shareholder of Intermediate, pursuant to which the Merger Sub merged with and into Intermediate, with Intermediate
continuing as the surviving entity, as a result of which GFH became a wholly owned subsidiary of MICT (the “Merger”),
Mr. Mercer was the sole officer and director of Intermediate. Also, On September 10, 2020, the Company and GFH, the holder of 1,818,181
the Company’s Series B Convertible Preferred Stock, with a par value of $0.001 per share , converted an aggregate of 1,818,181
shares of the Series B Preferred, on a 1-for-1 basis, for an aggregate of 1,818,181 shares of the Company’s common stock,
par value $0.001 per share.
MICT’s policy
is to enter into transactions with related parties on terms that are on the whole no less favorable to it than those that would
be available from unaffiliated parties at arm’s length. Based on its experience in the business sectors in which it operates
and the terms of the transactions with unaffiliated third parties, MICT believes that all of the transactions described below met
this policy standard at the time they occurred.
Other than as described
below, there have not been, nor are there any currently proposed, transactions or series of similar transactions to which we have
been or will be a party other than compensation arrangements, which are described where required under the “Directors, Executive
Officers, Executive Compensation and Corporate Governance of MICT” section of this proxy statement.
Effective April
2, 2020, David Lucatz resigned as the President and Chief Executive Officer of MICT, Inc. (the "Company"). Mr.
Lucatz will continue to serve on the Company's Board of Directors. Mr. Lucatz's resignation was not a result of
a disagreement with the Company on any matters related to its operations, policies or practices. In connection with his resignation,
on April 2, 2020 the Company and Mr. Lucatz entered into a separation agreement (the "Separation Agreement"),
which provides that Mr. Lucatz will receive $25,000 per month for a period of sixteen (16) months. Additionally, Mr.
Lucatz is entitled to receive a one-time bonus equal to 0.5% of the cash purchase price paid on the closing date in connection
with the transactions described in the Agreement and Plan of Merger ("Merger Agreement") by and among the Company, MICT
Merger Subsidiary Inc., and GFH Intermediate Holdings Ltd. ("GFH"), dated as of November 7, 2019, or any
similar transaction. Furthermore, Mr. Lucatz shall retain his options to purchase shares of common stock of the Company
with the expiration date of such options extended until the earlier of October 30, 2021 or the expiration of the original
term of each such option.
MICT had previously
issued to Jeffrey Bialos and Yehezkel (Chezy) Ofir, each a member of the MICT Board, David Lucatz, MICT’s former President
and Chief Executive Officer and a member of the MICT Board, and former director Miki Balin, 300,000 options to purchase common
stock of MICT (1,200,000 options in the aggregate), with an exercise price of $1.41, which vested upon the consummation of the
Merger. Additionally, on July 1, 2020, John Scott, a member of the MICT Board was granted options to purchase 100,000 shares of
common stock. Such options vested upon the Closing. Additionally, on July 1, 2020, non-executive directors Jeffrey Bialos, Chezy
Ofir and John Scott each received an aggregate of 100,000 restricted shares of the Company’s common stock, 50,000 of which
vested on the grant date, and 50,000 of which shall vest on January 1, 2021, so long as each respective individual continues to
serve as a director of the Company on such date.
Pursuant to a severance
agreement entered into by and between the Company and Mr. Lucatz on April 2, 2020, Mr. Lucatz was entitled to receive a one-time
bonus equal to 0.5% of the purchase price paid upon Closing in connection with the transactions contemplated by the Merger Agreement.
Mr. Lucatz agreed, directly or through his affiliates to receive this payment in shares of the Company’s common stock, and
on July 1, 2020, Mr. Lucatz was granted 400,000 shares of the Company’s common stock. Furthermore, Mr. Lucatz shall retain
his options to purchase shares of common stock of the Company with the expiration date of such options extended until the earlier
of October 30, 2021 or the expiration of the original term of each such option.
In addition, Mr. Lucatz
has certain holdings through his affiliates which constitute approximately 8.22% of MICT’s outstanding common stock, not
including options and restricted stock set forth above (and 9.14% on a fully diluted basis, including the issuances described herein).
Upon Mr. Lucatz’s resignation as Chief Executive Officer, the right and obligations under the Consulting Agreement entered
into by and between MICT, Enertec, Coolisys, DPW Holdings, Inc. and Mr. Lucatz, pursuant to which MICT, via Mr. Lucatz, agreed
to provide Enertec with certain consulting and transitional services over a three year period in exchange for an annual consulting
fee of $150,000 plus certain issuances of restricted stock, was assigned to Mr. Lucatz, including the DPW Equity. In the event
of a change of control in the Company, or if Mr. Lucatz shall not longer be employed by us, the rights and obligations under the
Consulting Agreement shall be assigned to Mr. Lucatz along with the DPW Equity.
On June 4, 2019, the Company entered into a note purchase agreement
with BNN, a greater than 5% shareholder of MICT, which is affiliated with Darren Mercer, one of MICT’s directors, pursuant
to which BNN agreed to purchase from the Company $2 million of BNN Convertible Notes, which subscription amount was subject to
increase by up to an additional $1 million as determined by BNN and the Company. The BNN Convertible Notes, which were initially
convertible into 1,818,182 shares of Common Stock (using the applicable conversion ratio of $1.10 per share), were accompanied
by the Note Warrants to purchase 1,818,181 shares of Common Stock (representing 100% of the aggregate number of shares of Common
Stock into which the BNN Convertible Notes were convertible). The BNN Convertible Notes have since been converted into the Series
B Preferred Shares, the Series B Preferred Shares and the Note Warrants were transferred to GFH, of which Mr. Mercer serves as
the Chief Executive Officer and one of three directors, and the Series B Preferred Shares have been converted into 1,818,181 shares
of common stock.
Of the 16,000,000 new
shares of our common stock that will be reserved for issuance under the EIP pursuant to the 2020 Incentive Plan, 13,000,000
of such shares shall be reserved for awards to incentivize certain Company insiders to meet critical commercial milestones (collectively,
the “Long Term Incentive Plan”, or the “LTIP”). Examples of such milestones include: negotiation
and entrance by MICT into certain material agreements in the recycled metal industry, negotiation and entrance by MICT into certain
material agreements in the oil and gas industry, negotiation and entrance by Micronet into certain transformative agreements or
other arrangements, certain significant acquisitions of other businesses, and stock price and overall performance of the Company.
Individuals contemplated to receive awards under the LTIP include Darren Mercer, the Chief Executive Officer, and certain individuals
associated with Intermediate before the completion of the Merger and who are now employed by or consultants of the Company. Awards
granted under the LTIP shall be subject to the satisfaction of certain performance vesting conditions.
It is currently contemplated
that, subject to Board approval, Darren Mercer shall be eligible to receive grants of up to 6,000,000 restricted shares of common
stock (which shall vest subject to satisfaction of applicable performance conditions), and certain individuals associated with
Intermediate before the completion of the Merger and who are now employed by or consultants of the Company shall be eligible to
receive grants of up to 7,000,000 restricted shares of common stock (which shall vest subject to satisfaction of applicable performance
conditions).
Except as described
above, no director, executive officer, principal stockholder holding at least 5% of Common Stock, or any family member thereof,
had or will have any material interest, direct or indirect, in any transaction, or proposed transaction, during 2019, 2018 or 2017
in which the amount involved in the transaction exceeded or exceeds $120,000 or one percent of the average of the total assets
of MICT at the year-end for the last two completed fiscal years.
PROPOSAL ONE — ELECTION OF DIRECTORS
Our bylaws provide for
a Board of Directors whose terms of office expire each year at the time of the annual meeting of stockholders. Our Board of Directors
now consists of four directors as set forth above in the section entitled “Directors, Executive Officers and Corporate Governance
— Directors and Officers”.
Professor Ofir and Messrs.
Mercer, Bialos and Scott, are nominated for election at this Annual Meeting of stockholders, as directors, to hold office until
the annual meeting of stockholders in 2021, or until their successors are chosen and qualified.
Unless you indicate
otherwise, shares represented by executed proxies in the form enclosed will be voted for the election of each director nominee
unless any such nominee shall be unavailable, in which case such shares will be voted for a substitute nominee designated by the
Board of Directors. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve.
Nominee Biography
For a biography of each
director nominee, please see the section entitled “Directors, Executive Officers and Corporate Governance — Directors
and Officers”.
Required Vote
Directors are elected
by a plurality of the votes cast at the Annual Meeting by the stockholders present virtually or represented by proxy and entitled
to vote in the election of directors. The two nominees receiving the highest number of affirmative votes shall be elected as directors.
You may withhold votes from a director nominee. Abstentions and broker non-votes will have no effect on this proposal, assuming
that a quorum of the holders of common stock is present.
Recommendation
Our Board of Directors
recommends a vote “FOR” the election to the Board of Directors of each of the abovementioned nominees.
PROPOSAL TWO — RATIFICATION OF
APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We are asking the stockholders
to ratify the audit committee’s selection of Ziv Haft as our independent registered public accounting firm for the fiscal
year ending December 31, 2020. The audit committee is directly responsible for appointing the Company’s independent registered
public accounting firm. The audit committee is not bound by the outcome of this vote. However, if the stockholders do not ratify
the selection of Ziv Haft as our independent registered public accounting firm for the fiscal year ending December 31, 2020, our
audit committee may reconsider the selection of Ziv Haft as our independent registered public accounting firm.
Ziv Haft has audited
our financial statements for the fiscal year ended December 31, 2019. A representative of Ziv Haft is expected to be present at
the Annual Meeting. The representative will have an opportunity to make a statement if he desires to do so and will be available
to answer appropriate questions from stockholders. The following is a summary of fees paid or to be paid to Ziv Haft for services
rendered.
Audit Fees. During
the year ended December 31, 2019, fees for our independent registered public accounting firm for audit services, review of our
quarterly financial results submitted on Form 10-Q, and performance of local statutory audits, were approximately $82,500, and
during the year ended December 31, 2018, such fees were $91,628.
Audit-Related Fees.
During the years ended December 31, 2019 and December 31, 2018, our independent registered public accounting firm did not render
assurance and related services related to the performance of the audit or review of financial statements.
Tax Fees. During
the years ended December 31, 2019 and December 31, 2018, our independent registered public accounting firm did not render services
to us for tax compliance, tax advice and tax planning.
All Other Fees. During
the year ended December 31, 2019, fees related to the transactions under the Acquisition Agreement, dated December 18, 2018, among
the Company, GFH, GFH Merger Subsidiary, Inc., a Delaware corporation, BNN, Brookfield Interactive (Hong Kong) Limited, a Hong
Kong company, and ParagonEx LTD, a British Virgin Islands company, (“ParagonEx”), certain holders of ParagonEx’s
outstanding ordinary shares and a trustee thereof, and Mark Gershinson, in the capacity as the representative of the ParagonEx
sellers, were approximately $15,000, and during the year ended December 31, 2018, such fees were $21,552.
Audit Committee Pre-Approval Policies and Procedures
Currently, the audit committee acts with
respect to audit policy, choice of auditors, and approval of out of the ordinary financial transactions. The audit committee pre-approves
all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and
approved by the audit committee before the services were rendered.
Our audit committee
has determined that the services provided by Ziv Haft are compatible with maintaining the independence of Ziv Haft as our independent
registered public accounting firm.
Vote Required
The ratification of
the appointment of Ziv Haft requires the vote of a majority of the votes cast by stockholders present virtually or represented
by proxy and entitled to vote on the matter at the Annual Meeting. Abstentions will have no effect on this proposal, assuming that
a quorum is present.
Recommendation
Our Board of Directors
recommends a vote “FOR” the ratification of the selection by the Audit Committee of Ziv Haft as our independent registered
public accounting firm.
PROPOSAL THREE — CONDUCTING FUTURE
STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF NAMES EXECUTIVE OFFICERS
Under the Dodd-Frank
Act, public companies are generally required to include in their proxy solicitations at least once every six years an advisory
vote on whether an advisory vote on named executive officer compensation (such as the say-on-pay proposal that is included in this
proxy statement) should occur every one, two or three years. It is management’s belief, and the recommendation of our Board,
that this non-binding advisory vote should occur every three years.
We believe we have
effective executive compensation practices. Our Board believes that providing our stockholders with an advisory vote on named executive
officer compensation every three years will encourage a long-term approach to evaluating our executive compensation policies and
practices. In contrast, focusing on executive compensation over an annual or biennial period would focus on short-term results
rather than long-term value creation, which is inconsistent with our compensation philosophy, and could be detrimental to us, our
employees and our financial results.
Moreover, our Board
does not believe that a short review cycle will allow for a meaningful evaluation of our performance against our compensation practices,
as any adjustment in pay practices would take time to implement and to be reflected in our financial performance and in the price
of our Common Stock. As a result, an advisory vote on executive compensation more frequently than every three years would not,
in our judgment, allow stockholders to compare executive compensation to our performance.
Lastly, we believe
that conducting an advisory vote on executive compensation every three years would allow us adequate time to compile meaningful
input from stockholders on our pay practices and respond appropriately. This would be more difficult to do on an annual or biennial
basis, and we believe that both we and our stockholders would benefit from having more time for a thoughtful and constructive analysis
and review of our compensation policies.
For the above reasons,
our Board recommends that stockholders approve holding an advisory vote on named executive officer compensation every three years.
You may cast your
vote on your preferred voting frequency by choosing the option of one year, two years or three years, or you may abstain from voting
when you vote in response to the resolution set forth below.
“RESOLVED, that
the option of once every year, two years, or three years, that receives the highest number of votes cast for this resolution will
be determined to be the stockholders’ preferred frequency with which MICT, Inc. is to hold a stockholder advisory vote regarding
the executive compensation of its named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules.”
The option of one
year, two years or three years that receives the highest number of votes cast by stockholders will be the frequency for the advisory
vote on the compensation of our named executive officers that has been selected by stockholders. Abstentions and broker non-votes
will have no effect on this proposal, assuming that a quorum of the holders of common stock is present. However, because the vote
on this Proposal is only advisory in nature and is not binding on us or our Board, our Board will review and consider the results
of the vote, but may decide that it is in our best interests and the best interests of our stockholders to hold an advisory vote
on the compensation of our named executive officers more or less frequently than the option approved by our stockholders.
OTHER MATTERS
Submission of Stockholder Proposals for the 2021 Annual Meeting
We anticipate that the
2021 annual meeting of stockholders will be held no later than December 31, 2021. For any proposal to be considered for inclusion
in our proxy statement and form of proxy for submission to the stockholders at our 2021 Annual Meeting of Stockholders, it must
be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act. Such proposals must be received by
the Company at its offices at 28 West Grand Avenue, Suite 3, Montvale, New Jersey 07645 no later than August 1, 2020.
In addition, our bylaws
provide notice procedures for stockholders to nominate a person as a director and to propose business to be considered by stockholders
at a meeting. Notice of a nomination or proposal must be delivered to us not less than 90 days and not more than 120 days prior
to the date for the preceding year’s annual meeting of stockholders; provided, however, that in the event that the annual
meeting is called for a date that is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder
to be timely must be so received not earlier than the close of business on the 120th day before the meeting and not
later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business
on the 10th day following the day on which public announcement of the date of the annual meeting is first made by us.
Accordingly, for our 2021 Annual Meeting, assuming the meeting is held on or about December 21, 2021, notice of a nomination or
proposal must be delivered to us no later than September 2, 2021 and no earlier than August 3, 2021. Nominations and proposals
also must satisfy other requirements set forth in the bylaws. The Board of Directors may refuse to acknowledge the introduction
of any stockholder proposal not made in compliance with the foregoing procedures.
Householding Information
Unless we have received
contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside
if we believe the stockholders are members of the same family. This process, known as “householding,” reduces the volume
of duplicate information received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive
multiple sets of our disclosure documents at the same address this year or in future years, the stockholders should follow the
instructions described below. Similarly, if an address is shared with another stockholder and together both of the stockholders
would like to receive only a single set of our disclosure documents, the stockholders should follow these instructions:
|
●
|
If the shares are registered in the name of the stockholder, the stockholder should contact us at our offices at 28 West Grand Avenue, Suite 3, Montvale, New Jersey 07645, to inform us of his or her request; or
|
|
●
|
If a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly.
|
Where You Can Find More Information
We file annual and quarterly
reports and other reports and information with the Securities and Exchange Commission. We distribute to our stockholders annual
reports containing financial statements audited by our independent registered public accounting firm and, upon request, quarterly
reports for the first three quarters of each fiscal year containing unaudited financial information. In addition, the reports and
other information are filed through Electronic Data Gathering, Analysis and Retrieval (known as “EDGAR”) system and
are publicly available on the Securities and Exchange Commission’s website, located at http://www.sec.gov. We will
provide without charge to you, upon written or oral request, a copy of the reports and other information filed with the Securities
and Exchange Commission.
Any requests for copies
of information, reports or other filings with the Securities and Exchange Commission should be directed to MICT, Inc., 28 West
Grand Avenue, Suite 3, Montvale, New Jersey 07645, Attn: Secretary.
MICT, INC.
28 West Grand Avenue, Suite 3
Montvale, New Jersey 07645
December 21, 2020
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF MICT, INC.
The undersigned hereby
appoints Darren Mercer proxy and attorneys-in-fact, with the power of substitution and revocation, and hereby authorizes each to
represent and vote, as designated below, all the shares of common stock of MICT, Inc. (the “Company”) held of record
by the undersigned at the close of business on November 17, 2020 at the Annual Meeting of Stockholders to be held virtually on
December 21, 2020, at 11 a.m., New York Time, or any adjournment or postponement thereof (the “Meeting”) and
authorizes and instructs said proxies to vote in the manner directed below.
THIS PROXY, WHEN
PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED “FOR” ALL THE DIRECTOR NOMINEES, “FOR” PROPOSAL TWO, AND FOR. IN THEIR DISCRETION, THE PROXIES
ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OF THE MEETING.
(Continued, and to be marked, dated and
signed, on the other side)
MICT, INC.
This Proxy Statement and the 2019 Annual Report on Form 10-K are available at:
www.proxyvote.com
MICT, INC.
Vote Your Proxy by mail: Mark,
sign and date your proxy card and return it in the postage-paid envelope provided.
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Please mark your
votes like this
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☐
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PROXY
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEES, “FOR” PROPOSAL TWO, AND FOR AN ADVISORY VOTE ON THE
COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS “EVERY 3 YEARS”.
1 To elect four Directors to serve on the
Company’s Board of Directors until the 2021 annual meeting of stockholders or until their successors are elected and qualified.
Election of Directors: Darren Mercer, Jeffrey Bialos, John M.
Scott, and Yehezkel (Chezy) Ofir
For All ☐
|
Withhold
All ☐
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For
All Except* ☐
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*
Instruction: To withhold authority to vote for any individual
nominee, mark the “For all Except” box above and write that nominee’s name on the line provided below.
___________________
2 Ratification of the selection by the
audit committee of Ziv Haft, a BDO Member Firm, to serve as our independent registered public accounting firm for the year ending
December 31, 2020.
For
☐
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Against
☐
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Abstain
☐
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3 Advisory vote on the frequency of an
advisory vote on the compensation of the Company’s named executive officers.
Every 1 Year ☐
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Every
2 Years ☐
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Every
3 Years ☐
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Abstain
☐
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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:
Signature
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Signature
|
Date , 2020
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Note: Please sign exactly as your name
or names appear on this Proxy. 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 in full corporate name
by duly authorized officer, giving full title as such. If a partnership, please sign in partnership name by authorized person.
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