SPAR Group Announces Virtual Format and Notice of Adjournment and Change in Location of Special Meeting of Stockholders and...
April 14 2020 - 8:00AM
SPAR Group, Inc. (Nasdaq: SGRP), a leading supplier of retail
merchandising, business technology and other marketing services in
10 countries throughout North America, Latin America, Asia Pacific
and Africa, today announced that due to the public health impact of
the coronavirus (COVID-19) pandemic, the Company has adjourned and
changed the location and format of its Special Meeting of
Stockholders to a virtual-only format. Stockholders will not be
able to attend the Special Meeting in Person.
The Special Meeting of Stockholders of SGRP
originally scheduled to be held on April 23, 2020 has been
adjourned to April 30, 2020 at 12:00 p.m. Eastern Daylight-Saving
Time to a virtual-only format. As described in the proxy materials
for the Special Meeting previously distributed, stockholders as of
the close of business on February 24, 2020, the record date, are
entitled to participate in and vote at the Special Meeting. To be
admitted to the Special Meeting at www.meetingcenter.io/225911046,
you must enter the control number found on your proxy card, voting
instruction form or notice you previously received. The pass word
for the meeting is SGRP2020.
On the meeting site you will be able to view the
Agenda, Rules of Conduct and Proxy materials.
The meeting’s virtual attendance format will
provide stockholders the ability to participate and ask questions
during the meeting (as noted below). Whether or not they plan to
attend the Special Meeting, we urge all stockholders to vote in
advance of the meeting by using one of the methods described in the
previously distributed proxy materials for the Special Meeting as
those proxy materials will not be reissued.
After the business portion of the 2020 Annual
Meeting concludes and the meeting is adjourned, we will hold a
Q&A session during which we intend to answer all questions
submitted during the meeting that are pertinent to the Company and
the items being brought before the stockholder vote at the Special
Meeting, as time permits and in accordance with our Rules of
Conduct for the Special Meeting.
Instruction/Q&A Section |
Q: |
How can I attend the Special Meeting? |
A: |
The
Special Meeting will be a completely virtual meeting of
stockholders, which will be conducted exclusively by webcast. You
are entitled to participate in the Special Meeting only if you were
a stockholder of the Company as of the close of business on the
Record Date, February 24, 2020, or if you hold a valid proxy for
the Special Meeting. No physical meeting will be held.You will be
able to attend the Special Meeting online and submit your questions
during the meeting by visiting www.meetingcenter.io/225911046 (the
password for the meeting is SGRP2020).If you hold your shares
through an intermediary, such as a bank or broker, you must
register in advance using the instructions below.The online meeting
will begin promptly at 12:00 PM (noon), Eastern Time. We encourage
you to access the meeting prior to the start time leaving ample
time for the check in. Please follow the registration instructions
noted below. |
|
|
Q: |
How do I register to attend the Special Meeting virtually
on the Internet? |
A: |
If you
are a registered stockholder (i.e., you hold your shares through
our transfer agent, Computershare), you do not need to register to
attend the Special Meeting virtually on the Internet. Please visit
the meeting at www.meetingcenter.io/225911046 and follow the
instructions.If you hold your shares through an intermediary, such
as a bank or broker, you must register in advance to attend the
Special Meeting virtually on the Internet.To register to attend the
Special Meeting online by webcast you must submit proof of your
proxy power (legal proxy) reflecting your SPAR Group, Inc. holdings
along with your name and email address to Computershare. Requests
for registration must be labeled as “Legal Proxy” and be received
no later than 5:00 p.m., Eastern Time, on April 22, 2020.You will
receive a confirmation of your registration by email after they
receive your registration materials.Requests for registration
should be directed to us at the following:By emailForward the email
from your broker, or attach an image of your legal proxy, to
legalproxy@computershare.comBy mailComputershare COMPANY Legal
ProxyP.O. Box 43001 Providence, RI 02940-3001 |
A notice regarding the change to a virtual
meeting is being filed with the Securities and Exchange Commission
(the “SEC”) together with this press release. Additional
information regarding stockholder participation at the Special
Meeting is provided in the Notice. To participate, stockholders are
encouraged to access the meeting prior to the start time leaving
ample time for the check in.
Withdrawal of Three Stockholder
Proposals from Special Meeting
At the request of Robert G Brown on behalf of
the stockholders who requested the Special Meeting, the following
proposals set forth in the Company’s proxy materials filed with the
SEC on April 3, 2020, will no longer be submitted for a vote by the
Company’s stockholders at the Special Meeting:
1. To consider and vote on the stockholder
proposal to remove Arthur B. Drogue, currently one of five
independent directors and Chairman of SGRP, from the Board, without
cause, effective immediately;2. To consider and vote on the
stockholder proposal to remove R. Eric McCarthey, currently one of
five independent directors of SGRP and Chairman of its Governance
Committee (as of 3-1-2020), from the Board, without cause,
effective immediately; and3. To consider and approve the
stockholder proposed Amendment No. 1 to SGRP's current By-Laws to
reduce the previously agreed upon period of time during which the
Board may exclusively fill any vacancies on the Board from 90 days
to 30 days.Accordingly, any votes cast for or against the
above-referenced proposals at the Special Meeting will not be
counted. Proposals 4, 5, 6 and 7 as set forth in the Company’s
Proxy Statement/Information Statement filed with the SEC on April
3, 2020 will be voted on by the Company’s stockholders at the
Special Meeting.
About SPAR Group
SPAR Group, Inc. is a diversified international
merchandising and marketing services Company and provides a broad
array of services worldwide to help companies improve their sales,
operating efficiency and profits at retail locations. The Company
provides merchandising and other marketing services to
manufacturers, distributors and retailers worldwide and coordinates
the operations through the use of multi-lingual proprietary
technology which, drives the logistics, communication and reporting
for global operations and customers. SPAR works primarily in mass
merchandiser, office supply, value, grocery, drug, independent,
convenience, home improvement and electronics stores; as well as
providing furniture and other product assembly services, audit
services, in-store events, technology services and marketing
research. The Company has supplied projects and product services in
the United States since certain of its predecessors were formed in
1979 and internationally since the Company acquired its first
international subsidiary in Japan, in May of 2001. Product services
include restocking and adding new products, removing spoiled or
outdated products, resetting categories "on the shelf" in
accordance with client or store schematics, confirming and
replacing shelf tags, setting new sale or promotional product
displays and advertising, replenishing kiosks, providing in-store
event staffing and providing assembly services in stores, homes and
offices. Audit services include price audits, point of sale audits,
out of stock audits, intercept surveys and planogram audits. Other
merchandising services include whole store or departmental product
sets or resets (including new store openings), new product
launches, in-store demonstrations, special seasonal or promotional
merchandising, focused product support and product recalls. The
Company currently does business in ten countries that encompass
approximately 50% of the total world population through its
operations in the United States, Canada, Japan, South Africa,
India, China, Australia, Mexico, Brazil and Turkey. For more
information, please visit the SPAR Group's website at
http://www.sparinc.com
Company Contact:
James R. Segreto
Chief Financial Officer
SPAR Group, Inc.
(914) 332-4100
Investor Contact:
Dave Mossberg
Three Part Advisors
(817) 310-0051
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