PROXY
STATEMENT
FOR THE 2020
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 5, 2021
SOLICITATION, EXERCISE AND REVOCATION OF PROXIES
The accompanying proxy is solicited by and on behalf of the Board
of Directors (the “Board”) of Alpine 4 Technologies Ltd., a
Delaware corporation (the “Company”) to be voted at the 2020 Annual
Meeting to be held on Friday, February 5, 2021, at 10:00 a.m.
Mountain Standard Time, and any and all adjournment(s) or
postponement(s) thereof, as a virtual meeting via live webcast on
the Internet. You will be able to attend the annual meeting, vote
and submit your questions during the meeting by visiting
https://zoom.us/meeting/register/tJMpf-ygrT0pE9yZnleF8iSnBoyq_7O6y2Re
and entering the control number included in the Notice of Internet
Availability or proxy card that you receive.
Purpose of
the Annual Meeting
The Proposals to
be voted on at the Annual Meeting are the following:
1.To
elect four Directors: Kent B. Wilson, Scott Edwards, Charles
Winters, and Ian Kantrowitz, each to serve until the next annual
meeting of the shareholders or until a successor has been elected
and qualified;
2.To
ratify the appointment of Malone Bailey LLP to serve as our
independent registered public accountants for the fiscal year
ending December 31, 2020 and 2021;
3.To
authorize the Board of Directors to file an Amendment to the
Company’s Certificate of Incorporation, as amended to date, to
Authorize a reverse stock split of the Company’s Class A, Class B,
and Class C Common Stock, and to change the name of the Company to
Alpine 4 Holdings, Inc. (“Amendment Option 1”);
4.To
authorize the Board of Directors to file an Amendment to the
Company’s Certificate of Incorporation, as amended to date, to
Authorize an increase in the authorized shares of Class A Common
Stock of the Company, and to change the name of the Company to
Alpine 4 Holdings, Inc. (“Amendment Option 2”);
5.To
approve by an advisory vote the compensation of our named executive
officers, as disclosed in this proxy statement;
6.To
consider and vote upon an advisory, non-binding proposal with
respect to the frequency that stockholders will vote on our
executive compensation, and;
7.To
transact such other business as may properly come before the Annual
Meeting, or any postponement(s) or adjournment(s)
thereof.
In addition to the original solicitation by mail or through the
Internet, certain of the Company’s officers, directors and
employees (who will receive no compensation in addition to their
regular salaries) may solicit proxies by telephone or in person.
The Company has not specially engaged employees or solicitors for
proxy solicitation purposes. All expenses of this solicitation,
including the costs of preparing and mailing this Proxy Statement
and the reimbursement of brokerage firms and other nominees for
their reasonable expenses in forwarding proxy materials to
beneficial owners of Common Stock, will be borne by the
Company.
You may vote at the Annual Meeting, if you wish, even though you
have previously mailed in your proxy or voted via telephone or the
Internet, as set forth in more detail in this Proxy Statement. This
Proxy Statement and the accompanying proxy are being made available
to the Company’s stockholders via the Internet on or about January
15, 2021, and are being filed with the Securities and Exchange
Commission on or about such date. The proxy solicitation
materials will
also be first mailed on or about January 18, 2021, to all
stockholders entitled to vote at the Annual Meeting.
Unless otherwise indicated, “Alpine 4,” the “Company,” “we,” “us”
and “our” shall refer to Alpine 4 Technologies Ltd.
The persons named as proxies, Kent B. Wilson and Charles Winters,
were designated by the Board. All properly executed proxies will be
voted (except to the extent that authority has been withheld) and
where a choice has been specified by the stockholder as provided in
the proxy it will be voted in accordance with the specifications so
made. Proxies submitted without specification will be voted
FOR the
election of each of the four nominees to serve as directors on our
Board listed in the Proxy Statement; FOR the ratification of
the appointment of Malone Bailey LLP to serve as our independent
registered public accountants for the years ending December 31,
2020 and 2021; FOR Amendment Option 1 (to
authorize the reverse stock split of the Company’s Common Stock and
the name change); FOR Amendment Option 2 (to
authorize the increase in authorized Class A Common Stock and the
name change); FOR the non-binding
advisory vote to approve the compensation of our named executive
officers; and FOR the “Three Years”
option with respect to the advisory proposal on the frequency of
the vote on executive compensation.
Any stockholder may revoke a proxy at any time before it is voted
at the meeting by a proxy bearing a later date. A proxy may also be
revoked by any stockholder delivering a written notice of
revocation to the Secretary of the Company at 2525 E Arizona Biltmore Circle, Suite
237, Phoenix AZ 85016, Attn: Corporate Secretary, or by
voting in person at the Annual Meeting.
INFORMATION
ABOUT THE ANNUAL MEETING AND VOTING
Voting
Securities
The holders
of shares of our Class A, Class B, and Class C Common Stock
(collectively, the “Common Stock”) are entitled to vote on all
matters that properly come before the Annual Meeting. The
Class B Common Stock and the Class C common stock vote with our
Class A Common Stock.
The record date (the “Record Date”) for the vote on the Amended
Certificate, the Reverse Split, and the Name Change was January 7,
2021. As of the Record Date, we had authorized capital stock
of 125,000,000 shares of our Class A Common Stock, $0.0001 par
value; 10,000,000 shares of our Class B Common Stock, $0.0001 par
value; and 15,000,000 shares of our Class C Common Stock, $0.0001
par value. As of the Record Date, there were 124,999,995
shares of Class A common stock issued and outstanding; 9,023,088
shares of Class B common stock issued and outstanding; and
14,147,267 shares of Class C common stock issued and outstanding.
As such, the holders of the outstanding Class B Common Stock will
be entitled to a total of 90,230,880 votes on all matters properly
brought before the Annual Meeting. The holders of the
outstanding Class C will be entitled to a total of 70,736,335 votes
on all matters properly brought before the Annual Meeting.
Additionally, there were 5 shares of our Series B Preferred Stock
outstanding, held by members of the Company’s Board of Directors.
All of the shares of Series B Preferred Stock together have voting
power equal to 200% of the total voting power of all other Classes
or series of outstanding shares, and each share of Series B
Preferred Stock has a fractional portion of that aggregate
vote.
Whether you plan to attend the annual meeting or not, we urge you
to vote by proxy. All shares represented by valid proxies that we
receive through this solicitation, and that are not revoked, will
be voted in accordance with your instructions on the proxy card or
as instructed via Internet. You may specify whether your shares
should be voted for or withheld for each nominee for director, and
whether your shares should be voted for, against or abstain with
respect to each of the other proposals. If you properly submit a
proxy without giving specific voting instructions, your shares will
be voted in accordance with the Board’s recommendations as noted
below. Voting by proxy will not affect your right to attend the
annual meeting. If your shares are registered directly in your name
through our stock transfer agent, VStock Transfer LLC, or you have
stock certificates registered in your name, you may vote:
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•By
Internet. Follow the instructions included in the Notice or, if you
received printed materials, in the proxy card to vote by
Internet.
•By
mail. If you received a proxy card by mail, you can vote by mail by
completing, signing, dating and returning the proxy card as
instructed on the card. If you sign the proxy card but do not
specify how you want your shares voted, they will be voted in
accordance with the Board’s recommendations as noted
below.
•During
the meeting. If you attend the meeting by visiting https://zoom.us/meeting/register/tJMpf-ygrT0pE9yZnleF8iSnBoyq_7O6y2Re ,
you may vote and submit questions during the annual meeting (have
your Notice or proxy card in hand when you visit the
website).
Internet voting facilities for stockholders of record will be
available 24 hours a day and will close at 11:59 p.m. Eastern
Standard Time on February 4, 2021. Telephone and Internet voting
facilities for beneficial holders will be available 24 hours a day
and will close at 11:59 p.m. Eastern Standard Time on February 4,
2021.
If, as of the
Record Date, you are a beneficial owner whose shares of Common
Stock are held in “street-name” by a bank, broker or other record
holder, please refer to your voting instructions card and other
materials forwarded by the record holder for information on how to
instruct the record holder to vote on your behalf.
If you are a
registered holder and vote by proxy, the individuals named on the
enclosed proxy card will vote your shares of Class A, Class B, or
Class C Common Stock in the way that you indicate. When completing
the proxy card, you may specify whether your shares of Class A,
Class B, or Class C Common Stock should be voted for or against or
to abstain from voting on all, some or none of the matters
presented at the Annual Meeting.
If you do not
indicate how your shares of Common Stock should be voted on a
matter, the shares of Common Stock represented by your properly
submitted proxy will be voted as the Board recommends. If you
choose to vote by mailing a proxy card, your proxy card must be
filed with the Corporate Secretary prior to or at the commencement
of the Annual Meeting.
Registered
holders who vote by sending in a signed proxy will not be prevented
from attending the Annual Meeting and voting in person. You have
the right to revoke a proxy at any time before it is exercised by
(a) executing and returning a later dated proxy,
(b) giving written notice of revocation to the Company’s
Corporate Secretary at 2525
E Arizona Biltmore Circle, Suite 237, Phoenix AZ 85016, or
(c) attending the Annual Meeting and voting in person.
In order to attend the Annual Meeting and vote in person, a
beneficial holder whose shares are held in “street name” by a bank,
broker or other record holder must follow the instructions provided
by the record holder for voting in person at the Annual Meeting.
The beneficial holder also must obtain from the record holder and
present at the Annual Meeting a written proxy allowing the
beneficial holder to vote the shares of Common Stock in person.
IT IS
IMPORTANT THAT PROXIES BE SUBMITTED PROMPTLY. THEREFORE,
STOCKHOLDERS ARE REQUESTED TO SIGN, DATE AND RETURN THE PROXY CARD,
OR SUBMIT THEIR VOTE VIA TELEPHONE OR THE INTERNET, AS SOON AS
POSSIBLE, WHETHER OR NOT THEY EXPECT TO ATTEND THE ANNUAL MEETING
IN PERSON.
If you
receive more than one proxy card because your shares are registered
in different names or at different addresses, please provide voting
instructions for all proxy cards you receive so that all of your
shares of Common Stock will be represented at the Annual Meeting.
The Company is delivering Proxy Statements and Annual Reports to
those stockholders who have requested physical delivery of the
Proxy Statement and related materials and who are sharing an
address unless it receives contrary instructions from one or more
of the stockholders. If you are a stockholder residing at a shared
address and would like to request an additional copy of the Proxy
Statement or Annual Report now or with respect to future mailings
(or to request to receive only one copy of the Proxy Statement or
Annual Report if you are currently receiving multiple copies),
please send your request to the Company, Attn: Corporate Secretary
at the address noted above or call us at 480-702-2431.
6
Record Date,
Quorum and Voting Requirements
Record
Date
To be able to vote, you must have been a stockholder as of the
Record Date, January 7, 2021. As of the Record Date, there were
124,999,995 shares of Class A common stock issued and outstanding;
9,023,088 shares of Class B common stock issued and outstanding;
and 14,147,267 shares of Class C common stock issued and
outstanding. Additionally, there were 5 shares of our Series
B Preferred Stock outstanding, held by members of the Company’s
Board of Directors. Each share of Class A Common Stock is
entitled to one (1) vote; each share of Class B Common Stock is
entitled to ten (10) votes; and each share of Class C Common Stock
is entitled to five (5) votes. As noted, of the shares of
Series B Preferred Stock together have voting power equal to 200%
of the total voting power of all other Classes or series of
outstanding shares, and each share of Series B Preferred Stock has
a fractional portion of that aggregate vote.
Quorum
For business to be conducted at the Annual Meeting, a quorum must
be present. The presence at the Annual Meeting, either in person or
by proxy, of holders of shares of the Company’s Class A, Class B,
and Class C Common Stock entitled to vote and representing at least
a majority of the Company’s outstanding voting power will
constitute a quorum for the transaction of business. Accordingly,
shares representing at least 62,457,072 Class A shares, 4,511,545
Class B shares, and 5,786,134 Class C shares must be present in
person or by proxy at the Annual Meeting. Abstentions will be
counted for the purpose of determining whether a quorum is present
for the transaction of business. If a quorum is not present, the
Annual Meeting will be adjourned until a quorum is obtained.
Required
Vote
For purposes
of the quorum and the discussion below regarding the vote necessary
to take stockholder action, stockholders of record who are present
at the Annual Meeting in person or by proxy and who vote for or
against, abstain or withhold their vote from a matter are
considered stockholders who are present and entitled to vote and
count toward the quorum. The effect of proxies marked “withheld” as
to any director nominee or “abstain” as to a particular proposal is
discussed under each respective proposal below.
Proposal One: Election of Directors. Our directors
will be elected by a plurality of votes cast at the Annual Meeting.
This means that the four nominees for director who receive
the most votes will be elected. Only votes “for” or
“against” affect the outcome. Abstentions are not counted for the
purposes of election of directors. Should any nominee(s) become
unavailable to serve before the Annual Meeting, the proxies will be
voted by the proxy holders for such other person(s) as may be
designated by our Board or for such lesser number of nominees as
may be prescribed by the Board. Votes cast for the election of any
nominee who has become unavailable will be disregarded.
Proposal Two: Ratification of Malone Bailey LLP as our
Independent Registered Public Accountants. Ratification of
Malone Bailey requires the affirmative vote of the holders of a
majority of the shares present in person or represented by proxy
and entitled to vote at the Annual Meeting.
Proposal Three: Authorization of Amendment Option 1, to
effectuate a reverse stock split of the Class A, Class B, and Class
C Common Stock, and change the name of the Company.
Ratification of Amendment Option 1 requires the
affirmative votes of the majority of each of Class A, Class B, and
Class C Common Stock present in person or represented by proxy and
entitled to vote at the Annual Meeting.
Proposal Four: Authorization of Amendment Option 2, to
authorize an increase in the shares of Class A Common Stock and
change the name of the Company. Ratification of
Amendment Option 2 requires the affirmative vote of the holders of
a majority of the shares present in person or represented by proxy
and entitled to vote at the Annual Meeting.
Proposal Five: Advisory Vote on Executive
Compensation. An advisory, non-binding resolution to
approve executive compensation as described in this Proxy
Statement. The affirmative vote of a majority of the votes
cast at the Annual Meeting, without regard to either broker
non-votes, or shares as to which the “ABSTAIN” box has been
7
selected on the proxy card, is required for the approval of this
non-binding resolution. While this vote is required by law,
it will neither be binding on the Company or the Board, nor will it
create or imply any change in the fiduciary duties of, or impose
any additional fiduciary duty on, the Company or the Board.
Proposal Six: Advisory Vote on the Frequency of the Advisory
Vote on Executive Compensation. An advisory, non-binding
vote with respect to the frequency that stockholders will vote on
our executive compensation. Generally, approval of any matter
presented to stockholders requires the affirmative vote of a
majority of the votes cast. However, because this vote is
advisory and non-binding, if none of the frequency options receive
a majority of the votes cast, the option receiving the greatest
number of votes will be considered the frequency recommended by the
Company’s stockholders. While this vote is required by law,
it will neither be binding on the Company or the Board, nor will it
create or imply any change in the fiduciary duties of, or impose
any additional fiduciary duty on, the Company or the Board.
Although this vote is not binding, the Board will take into
account the outcome of this vote in making a determination on the
frequency that advisory votes on executive compensation will be
included in our proxy statements.
Other Matters. For each other matter brought before
the stockholders at the Annual Meeting for a vote, the affirmative
vote of a majority of the shares present in person or represented
by proxy and entitled to vote on the matter at the Annual Meeting
is required for approval. If you are present at the Annual Meeting
but do not vote on any of these proposals, or if you have given a
proxy and abstain on any of these proposals, this will have the
same effect as if you voted against the proposal. If there are
broker non-votes on the issue, the shares not voted will have no
effect on the outcome of the proposal.
Revocability
of Proxies
Any person giving a proxy pursuant to this solicitation has the
power to revoke it at any time before it is voted. It may be
revoked by filing with the Secretary of the Company at the
Company’s principal executive office, located at 2525 E Arizona Biltmore Circle, Suite
237, Phoenix AZ 85016, Attn: Corporate Secretary, a written
notice of revocation or a duly executed proxy bearing a later date,
or it may be revoked by attending the Annual Meeting and voting in
person. Attendance at the Annual Meeting will not, by itself,
revoke a proxy.
Stockholder
Proposals for 2021 Annual Meeting of Stockholders
Any
stockholder desiring to submit a proposal for action at the 2021
annual meeting of stockholders and presentation in the Company’s
proxy statement with respect to such meeting should arrange for
such proposal to be delivered to the Company’s offices,
2525 E Arizona Biltmore
Circle, Suite 237, Phoenix AZ 85016. The deadline for
submittal of stockholder proposals for the next regularly scheduled
annual meeting will be not less than 120 calendar days before the
date of the company's proxy statement released to shareholders in
connection with the previous year's annual meeting. A
shareholder proposal submitted outside the processes of SEC
Regulation Section 240.14a−8 will be considered untimely if
received at the principal offices of the Company on or after 45
days prior to the Company's release of its proxy statement to
shareholders.
Matters
pertaining to such proposals, including the number and length
thereof, eligibility of persons entitled to have such proposals
included and other aspects are regulated by the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), Rules and Regulations
of the Securities and Exchange Commission and other laws and
regulations to which interested persons should refer.
Additionally,
under Rule 14a-4, as promulgated under the Exchange Act, if a
stockholder fails to notify the Company of a proposal at least 45
days prior to the month and day of mailing of the prior year’s
proxy statement, then the Company will be allowed to use its
discretionary voting authority when the proposal is raised at the
annual meeting, without any discussion of the matter in the proxy
statement.
8
PROPOSAL 1
ELECTION OF DIRECTORS
Our board of directors currently consists of four directors.
As of the date of this Proxy Statement, our directors were
Kent B. Wilson, Charles Winters, Scott Edwards, and Ian Kantrowitz.
Management has nominated Kent B. Wilson, Charles Winters,
Scott Edwards, and Ian Kantrowitz to serve as the Directors.
The term of the Directors who are elected at the Annual
Meeting will expire at the next annual meeting of our stockholders,
or at such time as their successors are elected and qualified.
It is intended that shares represented by the proxies will be voted
FOR the
election to the Board of the persons named below unless authority
to vote for nominees has been withheld in the proxy. Proxies marked
“withheld” as to one or more of the nominees will result in the
respective nominees receiving fewer votes. However, the number of
votes otherwise received by the nominee will not be reduced by such
action. Although each of the persons named below has consented to
serve as a director if elected and the Board has no reason to
believe that any of the nominees named below will be unable to
serve as a director, if any nominee withdraws or otherwise becomes
unavailable to serve, the persons named as proxies will vote for
any substitute nominee designated by the Board.
The following lists the three nominees for election as directors at
the Annual Meeting and the four directors of our Company whose term
of office will continue after the Annual Meeting, and includes as
to each person how long such person has been a director of our
company, such person’s professional background, other public
company directorships and other factors considered in the
determination that such person possesses the requisite
qualifications and skills to serve as a member of our Board. The
number of shares of our Class A and Class B Common Stock
beneficially owned by each director, as of January 7, 2021, the
Record Date, is set forth in this proxy statement under the caption
“Beneficial Ownership of Securities.”
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF
THE NOMINEES NAMED BELOW.
Nominees for Election as Directors
As of the date of
this Proxy Statement, the Directors of Alpine 4 were the
following:
|
Name
|
Age
|
Board
Member/Position
|
|
Kent B. Wilson
|
48
|
Director
|
|
Charles Winters
|
43
|
Chairman of the
Board
|
|
Scott Edwards
|
65
|
Director
|
|
Ian Kantrowitz
|
40
|
Director
|
Biographical Information for Kent B. Wilson
Mr. Wilson
serves as the Chief Executive Officer, Chief Financial Officer, and
Secretary for the Company. Before being named CEO/President in June
2014, Mr. Wilson was the Chief Financial Officer of United
Petroleum, Inc and was responsible for all of the company's
financial and reporting operations, including end-to-end management
of company's supply chain, and financial support systems. In
prior years he also served as the Chief Executive Officer of
Crystal Technologies, Ltd a technology company serving both the
automotive industry and the insurance industry. Kent played a
key and critical role in the development and deployment of a
strategic web-based insurance platform for automobile dealerships.
Mr. Wilson
earned his MBA from Northcentral University and considers himself a
"University of Arizona Wildcat". He also spent 4 years studying at
the University of Arizona before earning his undergraduate degree
in Management from the University of Phoenix.
9
Mr. Wilson
also serves on the Board of Directors for Restoration Ministries,
dba Crossroads Youth Intervention, a faith-based organization
dedicated to helping at risk children of the working poor in
downtown Phoenix, Arizona.
Biographical Information for Charles Winters
Mr. Winters
is an automotive executive with over 10 years of automotive
dealership experience. He is also a principal in several
automotive dealerships and repair shops throughout the southwest.
Mr. Winters holds a Bachelor’s Degree in Economics from
Auburn University.
Biographical Information for Scott Edwards
Mr. Edwards
is automotive sales and marketing executive with over 19 years of
experience in the automotive industry. He currently
represents a large national automotive franchise distributorship
and has extensive knowledge of the inner workings of the retail and
wholesale automotive market.
Biographical Information for Ian Kantrowitz
As Director
of Investor Relations, Mr. Kantrowitz is accountable for creating
and presenting a consistently applied investment message to our
shareholders and the investment community on behalf of Alpine 4.
Furthermore, he is responsible for monitoring and presenting
management with the opinions of the investment community regarding
the company's performance.
Prior to
joining the Alpine 4 team, Mr. Kantrowitz was a project manager for
two major homebuilders in Phoenix, AZ, Continental Homes and Engle
Homes. Mr. Kantrowitz has also been actively involved in the
automotive industry where his in-depth knowledge of the auto
industry lends a valuable perspective to our in-house product,
6thsenseauto. Additionally, he was a top performing banker for
Wells Fargo Bank, ranked number 5 in the country.
Board Meeting and Attendance
During fiscal year 2020, our Board held four (4) meetings in person
or by telephone. Members of our Board were provided with
information between Board meetings regarding the Company’s
operations and were consulted on an informal basis with respect to
pending business. Each director attended all of the Board
meetings and the meetings held by all committees of our Board on
which such director served during the year.
Director Independence
Alpine 4 is not required by any outside organization (such as a
stock exchange or trading facility) to have independent directors.
Board Leadership Structure
We have chosen to split the roles of Chairman of the Board and
Chief Executive Officer. Mr. Wilson serves as Chief Executive
Officer while Mr. Winters is currently the non-executive
Chairman of the Board. The Board believes that this structure is
appropriate for the Company and provides the appropriate level of
independent oversight necessary to ensure that the Board meets its
fiduciary obligations to our stockholders, that the interests of
management and our stockholders are properly aligned, and that we
establish and follow sound business practices and strategies that
are in the best interests of our stockholders.
Board’s Role in Risk Management
The Board provides oversight with respect to our management of
risk, both as a whole and through its standing committees. The
Board typically reviews and discusses with management at each of
its regular quarterly meetings, information presented by management
relating to our operational results and outlook, including
information regarding risks related to our business and operations,
as well as risks associated with the markets we serve. At least
10
annually, the Board reviews and discusses an overall risk
assessment conducted by management and the strategies and actions
developed and implemented by management to monitor, control and
mitigate such risks.
The Board of Directors does not have a separate Audit Committee or
Compensation Committee, and as such, the Board of Directors as a
whole performs the functions of an audit committee. The Board
also provides risk oversight, focusing in particular on financial
and credit risk. The Board oversees the management of such risks,
generally as part of its responsibilities related to the review of
our financial results and our internal control over financial
reporting, and specifically in connection with its consideration of
particular actions being contemplated by us, such as financing
activities. The Board, acting as a compensation committee, has
responsibility for overseeing the management of risk related to our
compensation policies and practices. The Board considers risks
associated with our business in developing compensation policies
and the components of our executive compensation program, and
periodically reviews and discusses assessments conducted by
management with respect to risk that may arise from our
compensation policies and practices for all employees.
Committees of the Board
As noted above, the Board of Directors does not presently have any
committees. The Board anticipates forming an Audit Committee,
a Compensation Committee, and a Nominating Committee, or committees
performing similar functions, as operations develop. None of the
Directors qualifies as an audit committee financial expert.
Nomination of Directors
Nominees for the Board at the Annual Meeting were recommended by
our Board of Directors. In identifying potential nominees, the
Board took into account such factors as it deemed appropriate,
including the current composition of the Board, the range of
talents, experiences and skills that would best complement those
that are already represented on the Board, the balance of
management, director independence, and the need for specialized
expertise.
The Board seeks to identify director nominees through a combination
of referrals, including referrals provided by management, existing
members of the Board and our stockholders, and direct
solicitations, where warranted. Referrals of director nominees
should be sent to the Board of Directors, c/o Chief Executive
Officer, Alpine 4 Technologies Ltd., 2525 E Arizona Biltmore Circle, Suite
237, Phoenix, AZ 85016. All referrals will be compiled by
the Chief Executive Officer and forwarded to the Board for their
review and consideration. At a minimum, a recommendation should
include the individual’s name, current and past business
experience, professional affiliations, age, stock ownership in the
Company, particular business qualifications, and such other
information as the stockholder deems relevant to assist the Board
in considering the individual’s potential service as a
director.
Communications with the Board
Stockholders may communicate with the Board or any individual
director by sending written communications addressed to the Board,
or to the individual member of the Board, c/o Chief Executive
Officer, Alpine 4 Technologies Ltd., 2525 E Arizona Biltmore Circle, Suite
237, Phoenix, AZ 85016. All communications are
compiled by the Chief Executive Officer and forwarded to the Board
or the individual director(s) accordingly.
Code of
Ethics
We have adopted
a Code of Business Conduct that applies to all of our directors,
officers and employees, including our principal executive officer
and principal financial officer. The Code of Business Conduct is
posted on our website at www.alpine4.com/code-of-conduct/.
Director
Attendance at Annual Meetings
Directors are encouraged to attend annual meetings of
stockholders.
11
EXECUTIVE OFFICERS
Our current executive officers are as follows:
|
Name
|
Age
|
Officer/Position
|
|
Kent B. Wilson
|
48
|
President, Chief
Executive Officer, Chief Financial Officer
|
|
Jeffrey Hail
|
58
|
COO
|
Biographical
information for Mr. Wilson is included above.
Biographical Information for Jeff Hail
Jeff Hail is
the Chief Operating Officer (COO) of Alpine 4 Technologies, Ltd.
Raised and educated in Scottsdale, AZ; Mr. Hail earned his Bachelor
of Science degree in Operations and Production Management from the
W.P. Carey School of Business at Arizona State University.
Mr. Hail’s professional experience has been both in the
government and private sector. As a Buyer/Contract Officer
with the Arizona Department of Transportation writing, awarding and
administering highway services contracts.
In the
private sector, Mr. Hail experienced success by starting a number
of different companies and building them to be the leaders in their
niche sectors from both electronics manufacturing to e-commerce.
As a result, he brings a broad-based experience level with
the operational aspects of running a business in today’s realm.
All officers serve at the discretion of the Board.
Family Relationships
There are no family relationships among any of our directors and
executive officers.
EXECUTIVE
COMPENSATION
The following
table sets forth information concerning the annual compensation
awarded to, earned by, or paid to the named executive officers for
all services rendered in all capacities to us and our subsidiaries
for the years ended December 31, 2019 and 2018:
Summary
Compensation Table
|
Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Nonequity Incentive Plan Compensation
|
Deferred Compensation Earnings
|
All
Other Compensation
|
Total
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|
Kent B. Wilson, Chief
Executive Officer
|
2019
|
200,000
|
0
|
9,750
|
0
|
0
|
0
|
0
|
209,750
|
|
|
2018
|
200,000
|
0
|
44,200
|
0
|
0
|
0
|
0
|
244,200
|
|
Jeff Hail, Chief
Operating Officer
|
2019
|
136,000
|
0
|
5,363
|
0
|
0
|
0
|
0
|
141,363
|
|
|
2018
|
120,000
|
0
|
18,200
|
0
|
0
|
0
|
0
|
138,200
|
Outstanding Equity
Awards
None
12
Director
Compensation
The
following table sets forth the amounts paid to the Company's
directors for their service as directors of the Company during the
year ended December 31, 2019. Please note: the compensation
of Mr. Wilson, who is also an executive officer of the Company, is
set forth above.
|
Name
|
|
Fees earned
or
paid
in
cash
|
|
|
Stock awards
|
|
|
Option awards
|
|
|
Non-equity
incentive
plan
compensation
|
|
|
Nonqualified deferred
compensation
earnings
|
|
|
All
other compensation
|
|
|
Total
|
|
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
Ian
Kantrowitz
|
|
$
|
0
|
|
|
|
7,150
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
7,150
|
|
|
Charles Winters
|
|
$
|
0
|
|
|
|
3,900
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
3,900
|
|
|
Scott
Edwards
|
|
$
|
0
|
|
|
|
2,600
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
2,600
|
|
BENEFICIAL
OWNERSHIP OF SECURITIES
The following table sets forth certain information regarding
beneficial ownership of Alpine 4 Class A, Class B, and Class C
common stock and Series B Preferred Stock as of December 11,
2020, (i) by each person (or
group of affiliated persons) who owns beneficially more than five
percent of the outstanding shares of common stock, (ii) by each
director and executive officer of Alpine 4, and (iii) by all of the
directors and executive officers of Alpine 4 as a group. The
percentages are based on the following figures:
•124,999,995
shares of Class A common stock;
•9,023,088
shares of Class B common stock;
•14,147,267
shares of Class C common stock; and
•5
shares of Series B Preferred stock.
Except as otherwise noted, the persons named in the table have sole
voting and dispositive power with respect to all shares
beneficially owned, subject to community property laws where
applicable.
|
Name and Address
of beneficial owner (1); Class of Securities
|
Title/Class of
Security
|
Number of
Shares
|
Beneficial
Ownership of
Shares
Listed
|
Votes
|
Total Voting
Power (2)
|
|
Kent B.
Wilson, Chief Executive Officer, Director (3)
|
CLASS
A
|
2,016,890
|
1.61%
|
2,016,890
|
|
|
|
CLASS
B
|
3,285,449
|
36.41%
|
32,854,490
|
|
|
|
CLASS
C
|
1,290,169
|
9.12%
|
6,450,845
|
|
|
|
B
Preferred
|
2
|
40.00%
|
228,705,086
|
|
|
Total
Votes
|
|
|
|
270,027,311
|
31.48%
|
|
|
|
|
|
|
|
|
Scott
Edwards, Director (4)
|
CLASS
A
|
252,000
|
0.20%
|
252,000
|
|
|
|
CLASS
B
|
350,000
|
3.88%
|
3,500,000
|
|
|
|
CLASS
C
|
600,200
|
4.24%
|
3,001,000
|
|
|
|
B
Preferred
|
1
|
20.00%
|
114,352,543
|
|
|
Total
Votes
|
|
|
|
121,105,543
|
14.12%
|
|
|
|
|
|
|
|
|
Charles
Winters, Director (5)
|
CLASS
A
|
709,800
|
0.57%
|
709,800
|
|
|
|
CLASS
B
|
1,300,000
|
14.41%
|
13,000,000
|
|
|
|
CLASS
C
|
675,000
|
4.77%
|
3,375,000
|
|
|
|
B
Preferred
|
1
|
20.00%
|
114,352,543
|
|
13
|
Total Votes
|
|
|
|
131,437,343
|
15.32%
|
|
|
|
|
|
|
|
|
Ian
Kantrowitz, Director (6)
|
CLASS
A
|
847,371
|
0.68%
|
847,371
|
|
|
|
CLASS
B
|
1,499,429
|
16.62%
|
14,994,290
|
|
|
|
CLASS
C
|
1,009,738
|
7.14%
|
3,173,690
|
|
|
|
B
Preferred
|
1
|
20.00%
|
114,352,543
|
|
|
Total
Votes
|
|
|
|
135,242,894
|
15.77%
|
|
|
|
|
|
|
|
|
Jeff
Hail
Chief
Operating Officer (7)
|
CLASS
A
|
541,000
|
0.43%
|
541,000
|
|
|
|
CLASS
B
|
1,124,211
|
12.46%
|
11,242,110
|
|
|
|
CLASS
C
|
788,000
|
5.57%
|
3,940,000
|
|
|
Total
Votes
|
|
|
|
15,723,110
|
1.83%
|
|
|
|
|
|
|
|
|
As a
Group
|
CLASS
A
|
4,367,061
|
3.49%
|
4,367,061
|
|
|
5
PEOPLE
|
CLASS
B
|
7,559,089
|
83.77%
|
75,590,890
|
|
|
|
CLASS
C
|
4,363,107
|
30.84%
|
21,815,535
|
|
|
|
B
Preferred
|
5
|
100.00%
|
571,762,714
|
|
|
Total
Votes
|
|
|
|
673,536,200
|
78.53%
|
|
(1)
|
Except as
otherwise indicated, the address of the stockholder is: Alpine 4
Technologies Ltd., 2525 E Arizona Biltmore Cir, Suite 237, Phoenix
AZ 85016.
|
|
|
|
|
(2)
|
The Voting Power
column includes the effect of shares of Class B Common Stock, Class
C Common Stock, and Series B Preferred Stock held by the named
individuals, as indicated in the footnotes below. Each share of
Class B common stock has 10 votes. Each share of Class C
Common Stock has 5 votes. Collectively, all of the shares of Series
B Preferred have voting power equal to 200% of the total voting
power of all other Classes or series of outstanding shares. Each
Series B Preferred share has a fractional portion of that aggregate
vote. The total voting power for each person is also
explained in the footnotes below.
|
|
|
|
|
(3)
|
Mr. Wilson owned
as of the Record Date 2,016,890 shares of Class A common stock;
3,285,449 shares of Class B Common Stock; 1,290,169 shares of Class
C Common Stock, and 2 shares of Series B Preferred Stock, which
represent an aggregate of 270,027,311 votes, or approximately
31.48% of the total voting power.
|
|
|
|
|
(4)
|
Mr. Edwards
owned as of the Record Date 252,000 shares of Class A Common Stock;
350,000 shares of Class B Common Stock; 600,200 shares of Class C
Common Stock, and 1 share of Series B Preferred Stock, which
represent an aggregate of 121,105,543 votes, or approximately
14.12% of the voting power.
|
|
|
|
|
(5)
|
Mr. Winters
owned as of the Record Date 709,800 shares of Class A Common Stock;
1,300,000 shares of Class B Common Stock; 675,000 shares of Class C
Common Stock, and 1 share of Series B Preferred Stock, which
represent an aggregate of 131,437,343 votes, or approximately
15.32% of the voting power.
|
|
|
|
|
(6)
|
Mr. Kantrowitz
owned as of the Record Date 847,371 shares of Class A Common Stock;
1,499,429 shares of Class B Common Stock; 1,009,738 shares of Class
C Common Stock, and 1 share of Series B Preferred Stock, which
represent an aggregate of 135,242,894 votes, or approximately
15.77% of the voting power.
|
|
|
|
|
(7)
|
Mr. Hail owned
as of the Record Date 541,000 shares of Class A Common Stock;
1,124,211 shares of Class B Common Stock; and 788,000 shares of
Class C Common Stock, which represent an aggregate of 15,723,110
votes, or approximately 1.83% of the voting power.
|
14
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Delinquent Section 16(a) Reports. Section 16(a) of the Exchange Act
requires our directors and executive officers and persons who
beneficially own more than ten percent of a registered class of our
equity securities to file with the SEC initial reports of ownership
and reports of changes in ownership of common stock and other
equity securities. Officers, directors and greater than ten percent
beneficial shareholders are required by SEC regulations to furnish
us with copies of all Section 16(a) forms they file. To the best of
our knowledge based solely on a review of Forms 3, 4, and 5 (and
any amendments thereof) received by us during or with respect to
the year ended December 31, 2019, the following persons failed to
file, on a timely basis, the identified reports required by Section
16(a) of the Exchange Act during fiscal year ended December
2019:
|
Name
and Principal Position
|
Number of Late Reports
|
Transactions not
Reported in Timely
Manner
|
Known
Failures
to File a
Required Form
|
|
Kent
Wilson, CEO, Director
|
1
|
1
|
None
|
|
Charles
Winters, Director
|
0
|
1
|
1
|
|
Scott
Edwards, Director
|
1
|
1
|
None
|
|
Ian
Kantrowitz, Director
|
1
|
1
|
None
|
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Related Party
Transactions
The Company had outstanding notes payable due to related parties
totaling $341,820 at December 31, 2019.
In January 2020, five officers and directors of the Company
converted $603,448 owed to them as salaries and commissions into
4,022,983 shares of the Company’s Class B Common stock. The
conversion price was $0.15 per share, the closing price of the
Company’s Class A common stock on January 7, 2020, which was when
the individuals agreed with the Company to convert the amounts
owing. The Class B common stock converts one share for one share
into Class A common stock, so the Class A common stock market price
was used as the conversion price.
LEGAL PROCEEDINGS.
From
time to time, claims may be made against us in the ordinary course
of business, which could result in litigation. Claims and
associated litigation are subject to inherent uncertainties and
unfavorable outcomes could occur, such as monetary damages, fines,
penalties, or injunctions prohibiting us from selling one or more
products or engaging in other activities. The occurrence of an
unfavorable outcome in any specific period could have a material
adverse effect on our results of operations for that period or
future periods. However, as of the date of this Annual
Report, neither the Company nor any of our subsidiaries were a
party to, nor are any of our property subject to, any legal
proceedings which require disclosure pursuant to this item.
Compensation Committee Interlocks and Insider
Participation
None
of our executive officers serves, or in the past has served, as a
member of the board of directors or compensation committee, or
other committee serving an equivalent function, of any entity that
has one or more executive officers who serve as members of our
board of directors. As described above under “Management and Board
of Directors – Compensation Committee” we currently have no
compensation committee. During the last completed fiscal year, Mr.
Wilson participated in deliberations of our board of directors
concerning executive officer compensation.
Compensation
Committee Report
15
As
noted, we do not have a Compensation Committee. The Board of
Directors has reviewed and discussed the executive compensation, as
disclosed above, with management. Based on this review and
those discussions, the Board of Directors recommended that the
executive compensation be included in this proxy statement.
The members of the Board of Directors conducting this
review and making this recommendation are Mr. Wilson, Mr. Edwards,
Mr. Winters, and Mr. Kantrowitz.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS
The
Board has appointed Malone Bailey LLP (“Malone Bailey”),
independent registered public accountants, to audit the financial
statements of the Company for the fiscal years ending
December 31, 2020 and 2021.
THE BOARD RECOMMENDS A VOTE “FOR” THE PROPOSAL TO RATIFY THE
APPOINTMENT OF MALONE BAILEY LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE YEARS ENDING DECEMBER 31,
2020 AND 2021.
FEES PAID TO
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Set below are aggregate fees billed
by Malone Bailey for professional services rendered for the year
ended December 31, 2019.
Audit Fees
The fees for the audit and review services billed by Malone Bailey
for the period from January 1, 2019, to December 31, 2019, were
$129,049.
Audit Related Fees
The fees for the audit related services billed by Malone Bailey for
the period from January 1, 2019, to December 31, 2019, were $0.
Tax Fees
The fees for the tax related services billed by Malone Bailey for
the period from January 1, 2019, to December 31, 2019, were $0.
Set below are aggregate fees billed by Malone Bailey for
professional services rendered for the year ended December 31,
2018.
Audit Fees
The fees for the audit and review services billed by Malone Bailey
for the period from January 1, 2018, to December 31, 2018 were
$228,766.
Audit Related Fees
The fees for the audit related services billed by Malone Bailey for
the period from January 1, 2018, to December 31, 2018 were $0.
Tax Fees
The fees for the tax related services billed by Malone Bailey for
the period from January 1, 2018, to December 31, 2018 were $0.
16
Board Pre-Approval Policies and Procedures
Our Board’s policy is to pre-approve all audit and permissible
non-audit services provided by our independent registered public
accounting firm in accordance with applicable SEC rules. The Board
of Directors generally pre-approves particular services or
categories of services on a case-by-case basis. The independent
registered public accounting firm and management periodically
report to the Board regarding the extent of services provided by
the independent registered public accounting firm in accordance
with these pre-approvals, and the fees for the services performed
to date.
We do not expect representatives of Malone Bailey LLP to be present
at the Annual Meeting.
PROPOSAL 3
TO AUTHORIZE THE BOARD TO FILE AN
AMENDMENT TO THE CERTIFICATE OF INCORPORATION, AS AMENDED TO DATE,
TO AUTHORIZE A REVERSE STOCK SPLIT OF THE COMPANY’S CLASS A, CLASS
B, AND CLASS C COMMON STOCK, AND TO CHANGE THE NAME OF THE COMPANY
TO ALPINE 4 HOLDINGS, INC. (“AMENDMENT OPTION 1”).
General
On January 5,
2021, our board of directors approved two alternate amendments to
the Company’s Amended and Restated Certificate of Incorporation, as
amended to date (the “Certificate of Incorporation”).
The first form
of amendment, referred to in this Proxy Statement as Amendment
Option 1, would serve to effectuate a reverse split of the shares
of Class A, Class B, and Class C Common Stock of the Company (the
“Reverse Split”), and to change the name of the Company from Alpine
4 Technologies Ltd. to Alpine 4 Holdings, Inc. (the “Name Change”);
and to file the Amended Certificate Amendment to reflect the
Reverse Split and the Name Change. The Name Change is discussed
below under the heading “Name Change.”
The second form
of amendment, referred to in this Proxy statement as Amendment
Option 2, which would serve to increase the number of authorized
shares of the Company’s Class A Common Stock (the “Authorized
Increase”) as well as the Name Change, is discussed below.
The Board seeks
shareholder approval of both Amendment
Option 1 and Amendment
Option 2, to give the Board of Directors the flexibility to
determine which of the two alternatives would be in the best
interests of the Company and its shareholders. The Board of
Directors does not intend to exercise both Amendment Option 1 and
Amendment Option 2. In other words, the Board of Directors does not
intend to effectuate both the Reverse Split and the Authorized
Increase.
Amendment Option 1
Amendment Option
1 is an amendment (the “Reverse Split Amended Certificate”) to the
Company’s Amended and Restated Certificate of Incorporation, as
amended to date (the “Certificate of Incorporation”), to effectuate
a reverse split of the shares of Class A, Class B, and Class C
Common Stock of the Company at a ratio of not less than 1-for-1.5
and not greater than 1-for-3, such ratio to be determined by the
Company’s Board of Directors (the “Reverse Split”) at any time
before filing the amendment with the State of Delaware (the
“Reverse Split Amended Certificate”); to change the name of the
Company from Alpine 4 Technologies Ltd. to Alpine 4 Holdings, Inc.
(the “Name Change”); and to file the Amended Certificate Amendment
to reflect the Reverse Split and the Name Change. The Name Change
is discussed below under the heading “Name Change.”
Effecting the Reverse Split requires that ARTICLE IV of our
Articles of Incorporation be amended to include a reference to the
Reverse Split. The additional text added to ARTICLE IV is included
in the Reverse Split Amended Certificate, which is attached as
Appendix A to
this Proxy Statement. If Amendment Option 1 is approved and if the
Board determines that Amendment Option 1 is in the best interests
of the Company and its shareholders, the Board will file the
Reverse Split Amended Certificate with the Delaware Secretary of
State, and the Board anticipates that the Reverse Split Amended
Certificate, as well as the Reverse Split and the Name Change, will
be effective upon its filing.
17
One
principal effect of the Reverse Split would be to decrease the
number of outstanding shares of our Class A, Class B, and Class C
Common Stock. Except for de minimis adjustments that may result
from the treatment of fractional shares as described below, the
Reverse Split will not have any dilutive effect on our stockholders
since each stockholder would hold the same percentage of our Class
A , Class B, and Class C Common Stock outstanding immediately
following the Reverse Split as such stockholder held immediately
prior to the Reverse Split. The relative voting and other rights
that accompany the shares of Class A , Class B, and Class C Common
Stock would not be affected by the Reverse Split. The table below
sets forth the number of shares of our Class A , Class B, and Class
C Common Stock outstanding before and after the Reverse Split based
on the shares of Common Stock outstanding as of the Record
Date.
|
|
Prior to the
Reverse Split
|
Assuming a
one-for-1.5
Reverse Split
|
Assuming a
one-for-two
Reverse
Split
|
Assuming a
one-for-three
Reverse
Split
|
|
Aggregate Number of Shares of Class A Common Stock
|
124,999,995
|
83,333,330
|
62,499,998
|
41,666,665
|
|
Aggregate Number
of Shares of Class B Common Stock
|
9,023,088
|
6,015,392
|
4,511,544
|
300,770
|
|
Aggregate Number
of Shares of Class C Common Stock
|
14,147,267
|
9,431,512
|
7,073,634
|
4,715,756
|
In
the event that the reverse split is effectuated, the Reverse Split
Amended Certificate will not change the authorized number or the
par value of our Class A, Class B, and Class C Common Stock. The
Amendment will have no effect on our issued or authorized
Preferred Stock. The Reverse Split will result in additional
authorized but unissued shares of our Class A, Class B, and Class C
Common Stock which will become available to be issued by the Board
in its business judgment for all corporate purposes. In this
respect, the remaining authorized shares of Class A, Class B, and
Class C Common Stock, and our shares of Preferred Stock may be used
for various purposes, including, without limitation, raising
capital, providing equity incentives to employees, officers or
directors, effecting stock dividends, establishing strategic
relationships with other companies and expanding our business
through the acquisition of other businesses or products. We do not
currently have any plans, proposals or arrangements to issue any of
the newly available authorized shares that result from the Reverse
Split for any purposes.
Reasons for the Reverse Split
The reasons for
up listing to a National Exchange and a Reverse Split are various
and wide. However, our Board of Directors believes that none
of these reasons is more important than the ability to enhance our
business model of DSF and to grow shareholder value. There are
numerous businesses in the United States that could fit into our
DSF business model; however, our Board has found that it is
difficult to effectuate M&A transactions while listed on the
OTCQB. It is our Board’s belief that Alpine 4 will grow into
a larger and more diverse company with a corresponding growth in
revenues if we have the focused attention and access to capital
that is more available to companies trading on a national exchange.
There
can be no assurances that our revenue base will increase, or
that we will cause an application to be filed to list our Class A
Common Stock for trading on any national exchange, or if we do so,
that our application will be accepted, despite the Reverse Split.
However, our Board believes that history shows that the
likelihood of success is high. The market price of our Class A
Common Stock is also based on factors which may be unrelated to the
number of shares outstanding. These factors include performance,
general economic and market conditions and other factors, many of
which are beyond our control.
Our
Board also has confidence that the Reverse Split and any resulting
increase in the per share price of our Class A Common Stock should
enhance the acceptability and marketability of our Class A Common
Stock to the financial community and investing public. Many
institutional investors have policies prohibiting them from holding
lower-priced stocks in their portfolios, which reduces the number
of potential buyers of our Class A Common Stock, although we have
not been told by them that is the reason for not investing in our
Class A Common Stock. Additionally, analysts at many brokerage
firms are reluctant to recommend lower-priced stocks to their
clients or monitor the activity of lower-priced stocks. Brokerage
houses frequently have internal practices and policies that
discourage individual
18
brokers from dealing in lower-priced stocks. Further, because
brokers’ commissions on lower-priced stock generally represent a
higher percentage of the stock price than commissions on higher
priced stock, investors in lower-priced stocks pay transaction
costs which are a higher percentage of their total share value,
which may limit the willingness of individual investors and
institutions to purchase our Class A Common Stock. The anticipated
Reverse Split is not expected to be in connection with a going
private transaction.
We cannot assure
you that the Board will ultimately determine to effect the Reverse
Split or if effected, that the Reverse Split will have any of the
desired effects described above. More specifically, we cannot
assure you, that the market price of our Class A Common Stock will
not decrease to its pre-split level, or that our market
capitalization will be equal to the market capitalization before
the Reverse Split.
Potential Disadvantages of the Reverse Split
As
noted above, the principal purpose of the Reverse Split would be to
help increase the per share market price of our Class A Common
Stock by a factor of between 1.5 and 3, depending on the ultimate
ratio selected by our Board of Directors. We cannot assure you,
however, that the Reverse Split will accomplish the market price
objective for any meaningful period of time. While we expect that
the reduction in the number of outstanding shares of Class A Common
Stock will increase the market price of our Class A Common Stock,
we cannot assure you that the Reverse Split will increase the
market price of our Class A Common Stock by permanent increase in
the market price of our Class A Common Stock. The price of our
Class A Common Stock is dependent upon many factors, including our
business and financial performance, general market conditions and
prospects for future success. If the per share market price does
not increase proportionately as a result of the Reverse Split, then
the value of our Company as measured by our stock capitalization
could be reduced.
The
number of shares held by each individual stockholder would be
reduced if the Reverse Split is implemented. This will increase the
number of stockholders who hold less than a “round lot,” or 100
shares. This has a disadvantage inasmuch as the transaction costs
to stockholders selling “odd lots” are typically higher on a per
share basis. Consequently, the Reverse Split could increase the
transaction costs to existing stockholders in the event they wish
to sell all or a portion of their position.
Although our Board believes that the decrease in the number of
shares of our Class A Common Stock outstanding as a consequence of
the Reverse Split and the anticipated increase in the market price
of our Class A Common Stock could encourage interest in our Class A
Common Stock and possibly promote greater liquidity for our
stockholders, such liquidity could also be adversely affected by
the reduced number of shares outstanding after the Reverse
Split.
Effecting the Reverse Split
If
Amendment Option 1 is approved, and if our Board concludes that it
is in the best interests of our Company and our stockholders to
effect the Reverse Split, the Reverse Split Amended Certificate
will be filed with the Secretary of State of the State of Delaware.
The actual timing of the filing of the Amended Certificate with the
Secretary of State of the State of Delaware to effect the Reverse
Split will be determined by our Board. In addition, if for any
reason our Board deems it advisable to do so, the Reverse Split may
be abandoned at any time prior to the filing of the Reverse Split
Amended Certificate, without further action by our stockholders.
The Reverse Split will be effective as of the date of filing with
the Secretary of State of the State of Delaware or at such time and
date as specified in the Reverse Split Articles of Amendment (the
“Effective Time”).
Upon the filing
of the Reverse Split Amended Certificate, without further action on
our part or our stockholders, the outstanding shares of Class A,
Class B, and Class C Common Stock held by stockholders of record as
of the Effective Time would be converted into a lesser number of
shares of Class A, Class B, and Class C Common Stock based on a
Reverse Split ratio as determined by the Board. For example, if you
presently hold 300 shares of our Class A Common Stock, you would
hold 150 shares of our Class A Common Stock following the Reverse
Split if the ratio is one-for-two.
19
Application for
FINRA Approval
In
order the implement the Reverse Split and the Name Change
(collectively, the “Corporate Action”), the Company has made
application with FINRA to process the Corporate Action. FINRA can
choose not to process the Corporate Action pursuant to FINRA Rule
6490.
New
Common Stock certificates will not be issued on or after the date
that FINRA processes the Reverse Split (the “Effective Date”) but
may be issued subsequently with respect to any certificates
returned to the transfer agent upon a sale, exchange, or for any
other purpose following the implementation of the Reverse Split. No
fractional shares will be issued in connection with the Reverse
Split. Any fractional share will be rounded up to the next whole
share in such a manner that every stockholder shall own at least 1
share as a result of the Reverse Split.
The
Company’s Common Stock is currently quoted the OTC Market under the
symbol “ALPP.” On the Effective Date of the Reverse Split, FINRA
will change our symbol from “ALPP” to “ALPPD” for a period of
twenty (20) business days to indicate to the brokerage and
investment community that the Reverse Split has occurred, following
which our symbol will be “ALPP” once again.
Effect on Outstanding Shares, Options and Certain Other
Securities
If the Reverse
Split is implemented, the number of shares our Class A, Class B,
and Class C Common Stock owned by each stockholder will be reduced
in the same proportion as the reduction in the total number of
shares outstanding, such that the percentage of our Class A, Class
B, and Class C Common Stock owned by each stockholder will remain
unchanged except for any de minimis change resulting from rounding
up to the nearest number of whole shares so that we are not
obligated to issue cash in lieu of any fractional shares that such
stockholder would have received as a result of the Reverse Split.
The number of shares of our Class A Common Stock that may be
purchased upon exercise of outstanding options or other securities
convertible into, or exercisable or exchangeable for, shares of our
Class A Common Stock, and the exercise or conversion prices for
these securities, will also be ratably adjusted in accordance with
their terms as of the Effective Time.
Effect on Registration and Stock Trading
Our
Class A Common Stock is currently registered under Section 12(g) of
the Exchange Act, and we are subject to the periodic reporting and
other requirements of the Exchange Act. Neither the
registration of our Class A Common Stock pursuant to the Exchange
Act nor our reporting obligations will be affected by the Reverse
Split.
Fractional Shares; Exchange of Stock Certificates
Our
Board does not currently intend to issue fractional shares in
connection with the Reverse Split. Therefore, we do not expect to
issue certificates representing fractional shares. In lieu of any
fractional shares, we will issue to stockholders of record who
would otherwise hold a fractional share because the number of
shares of Class A, Class B, and Class C Common Stock they hold
before the Reverse Split is not evenly divisible by the Reverse
Split ratio that number of shares of Class A Common Stock as
rounded up to the nearest whole share. For example, if a
stockholder holds 150.25 shares of Class A Common Stock following
the Reverse Split, that stockholder will receive a certificate
representing 151 shares of Class A Common Stock.
No stockholders will receive cash in lieu of fractional
shares.
As of
the Record Date, we had 378 holders of record of our Class A Common
Stock (although we have significantly more beneficial holders). We
do not expect the Reverse Split and the rounding up of fractional
shares to whole shares to result in a significant reduction in the
number of record holders. We presently do not intend to seek any
change in our status as a reporting company for federal securities
law purposes, either before or after the Reverse Split.
On or
after the Effective Time, we will mail a letter of transmittal to
each stockholder. Each stockholder will be able to obtain a
certificate evidencing his, her or its post-Reverse Split shares
only by sending VStock Transfer, as the exchange agent, the
stockholder’s old stock certificate(s), together with the properly
executed and completed letter of transmittal and such evidence of
ownership of the shares as we may require. Stockholders will not
receive certificates for post-Reverse Split shares unless and until
their old certificates are surrendered. Stockholders should not
forward
20
their
certificates to the exchange agent until they receive the letter of
transmittal, and they should only send in their certificates with
the letter of transmittal. The exchange agent will send each
stockholder a new stock certificate after receipt of that
stockholder’s properly completed letter of transmittal and old
stock certificate(s).
Stockholders who
hold shares in street name through a nominee (such as a bank or
broker) will be treated in the same manner as stockholders whose
shares are registered in their names, and nominees will be
instructed to effect the Reverse Split for their beneficial
holders. However, nominees may have different procedures and
stockholders holding shares in street name should contact their
nominees. Stockholders will not have to pay any service charges in
connection with the exchange of their certificates.
Authorized Shares
If
the Reverse Split is implemented, the Reverse Split would have
no effect on the amount of the Company’s authorized stock,
which would remain: 125,000,000 shares of authorized Class A Common
Stock having a par value of $0.0001; 10,000,000 shares of Class B
common stock; 15,000,000 shares of Class C common stock; and
5,000,000 shares of authorized Preferred Stock having a par value
of $0.0001.
In
accordance with our Certificate of Incorporation, as amended to
date, and Delaware law, our shareholders do not have any preemptive
rights to purchase or subscribe for any of our unissued or treasury
shares.
Anti-Takeover and Dilutive Effects
The
purpose of not reducing our authorized Class A, Class B, and Class
C Common Stock in connection with the Reverse Split is to
facilitate our ability to raise additional capital to support our
operations, not to establish any barriers to a change of control or
acquisition of our Company. The shares of Class A, Class B, and
Class C Common Stock that are authorized but unissued provide our
Board with flexibility to effect, among other transactions, public
or private refinancings, acquisitions, stock dividends, stock
splits and the granting of equity incentive awards. However, these
authorized but unissued shares may also be used by our Board,
consistent with and subject to its fiduciary duties, to deter
future attempts to gain control of us or make such actions more
expensive and less desirable. The Reverse Split would give our
Board authority to issue additional shares from time to time
without delay or further action by the stockholders except as may
be required by applicable law or the rules of the Exchanges. The
Reverse Split is not being recommended in response to any specific
effort of which we are aware to obtain control of us, nor does our
Board have any present intent to use the authorized but unissued
Common Stock to impede a takeover attempt. There are
no current plans or proposals to adopt other provisions or
enter into any arrangements that have material anti-takeover
effects.
In
addition, the issuance of additional shares of Class A Common Stock
for any of the corporate purposes listed above could have a
dilutive effect on earnings per share and the book or market value
of our outstanding Class A Common Stock, depending on the
circumstances, and would likely dilute a stockholder’s percentage
voting power in us. Holders of our Class A Common Stock are not
entitled to preemptive rights or other protections against
dilution. Our Board intends to take these factors into account
before authorizing any new issuance of shares.
Accounting Consequences
As of
the Effective Time, the stated capital attributable to Class A,
Class B, and Class C Common Stock on our balance sheet will be
lowered and additional paid in capital will be increased by the
effect of the Reverse Split. Reported per share net income or loss
will be higher because there will be fewer shares of our Class A,
Class B, and Class C Common Stock outstanding.
Federal Income Tax Consequences
The
following summary describes certain material U.S. federal income
tax consequences of the Reverse Split to holders of our Class A
Common Stock. This summary addresses the tax consequences only to a
beneficial owner of our Class A Common Stock that is a citizen or
individual resident of the United States, a corporation organized
in or under the laws of the United States or any state thereof or
the District of Columbia or otherwise subject to U.S. federal
income taxation on a net income basis in respect of our Common
Stock (a “U.S. holder”). This summary does not
21
address all of the tax consequences that may be relevant to any
particular stockholder, including tax considerations that arise
from rules of general application to all taxpayers or to certain
classes of taxpayers or that are generally assumed to be known by
investors. This summary also does not address the tax consequences
to persons that may be subject to special treatment under U.S.
federal income tax law or persons that do not hold our Class A
Common Stock as “capital assets” (generally, property held for
investment). This summary is based on the provisions of the
Internal Revenue Code of 1986, as amended, U.S. Treasury
regulations, administrative rulings and judicial authority, all as
in effect as of the date hereof. Subsequent developments in U.S.
federal income tax law, including changes in law or differing
interpretations, which may be applied retroactively, could have a
material effect on the U.S. federal income tax consequences of the
Reverse Split. All shareholders are urged to consult with their own
tax advisors with respect to the tax consequences of the Reverse
Split.
No gain or loss should be recognized by a shareholder upon the
exchange of pre-Reverse Split shares for post-Reverse Split shares.
The aggregate tax basis of the post-Reverse Split shares will be
the same as the aggregate tax basis of the pre-Reverse Split shares
exchanged in the Reverse Split. A shareholder’s holding period in
the post-Reverse Split shares will include the period during which
the shareholder held the pre-Reverse Split shares exchanged in the
Reverse Split.
The
tax treatment of a shareholder may vary depending upon the
particular facts and circumstances of such shareholder. Each
shareholder is urged to consult with such shareholder’s own tax
advisor with respect to the tax consequences of the Reverse
Split.
NAME
CHANGE
Additionally, if
Amendment Option 1 is approved and if the Board of Directors elects
to file the Reverse Split Amended Certificate, the Reverse Split
Amended Certificate when effective also will amend our Certificate
of Incorporation to effect the Name Change.
Purpose of the Name Change
As the Company
has grown and progressed through acquisitions of our subsidiaries,
the Company’s focus has broadened beyond that of a technology
company. As such, the Company’s Board of Directors believes that
changing the name of the Company will more accurately describes the
Company’s plans and services, as well as identifying the Company as
the parent and holding company. Our corporate strategy will
continue with our acquisition and holding strategy of existing
companies with revenues and positive cash flow. For these
reasons, we have proposed to change our name to “Alpine 4 Holdings,
Inc.” Under Delaware law, the Name Change requires an
amendment to our corporate charter.
Our new name
will become effective upon the filing of the Amended Certificate
with the Delaware Secretary of State. The change in corporate name
will not affect the validity or transferability of stock
certificates presently outstanding. Shareholders should keep the
certificates they now hold, which will continue to be valid, and
should not send them to us or our transfer agent.
Our Class A
common stock is currently quoted on the Over-the-Counter Bulletin
Board, and pursuant to Rule 10b-17 of the Securities Exchange Act
of 1934 the Name Change will require approval by FINRA in order for
it to be recognized for trading purposes. We expect to receive
FINRA’s approval for the Name Change prior to the effective date,
although there can be no guarantee that FINRA will approve the Name
Change prior to the effective date. The Name Change will result in
a change in our CUSIP number, although we do not plan to seek a
change in our trading symbol. We will provide definitive
information on the effective date and time of the Name Change in a
Current Report on Form 8-K to be filed with the Securities and
Exchange Commission prior to the effective date of the Name
Change.
THE BOARD RECOMMENDS A VOTE “FOR” THE PROPOSAL TO AUTHORIZE THE
BOARD TO FILE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION, AS
AMENDED TO DATE, TO AUTHORIZE A REVERSE STOCK SPLIT OF THE
COMPANY’S CLASS A, CLASS B, AND CLASS C COMMON STOCK, AND TO CHANGE
THE NAME OF THE COMPANY TO ALPINE 4 HOLDINGS, INC. (“AMENDMENT
OPTION 1”).
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PROPOSAL 4
TO AUTHORIZE THE BOARD OF
DIRECTORS TO FILE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF
INCORPORATION, AS AMENDED TO DATE, TO AUTHORIZE AN INCREASE IN THE
AUTHORIZED SHARES OF CLASS A COMMON STOCK OF THE COMPANY, AND TO
CHANGE THE NAME OF THE COMPANY TO ALPINE 4 HOLDINGS, INC.
(“AMENDMENT OPTION 2”).
Amendment Option
2 would serve to increase the number of authorized shares of the
Company’s Class A Common Stock (the “Authorized Increase”) as well
as the Name Change, is discussed below.
As noted above,
the Board seeks shareholder approval of both Amendment
Option 1 (discussed above) and Amendment
Option 2 (discussed below), to give the Board of Directors the
flexibility to determine which of the two alternatives would be in
the best interests of the Company and its shareholders. The
Board of Directors does not intend to exercise both Amendment
Option 1 and Amendment Option 2. In other words, the Board of
Directors does not intend to effectuate both the Reverse Split and
the Authorized Increase.
Amendment Option 2
Amendment Option
2 is an amendment (the “Authorized Increase Amended Certificate”)
to the Company’s Certificate of Incorporation to increase the
number of authorized shares of the Company’s Class A Common Stock
from 125,000,000 shares to 195,000,000 shares (the “Authorized
Increase”), to effectuate the Name Change, and to file the
Authorized Increase Amended Certificate to reflect the Authorized
Increase and the Name Change.
Effecting the
Authorized Increase requires that ARTICLE IV of our Articles of
Incorporation be amended to change the number of shares of our
Class A Common Stock that we are authorized to issue. The revised
ARTICLE IV is included in the Authorized Increase Amended
Certificate, which is attached as Appendix B to this Proxy
Statement.
If Amendment
Option 2 is approved by the shareholders and if the Board of
Directors elects to file the Authorized Increase Amended
Certificate, the Authorized Increase Amended Certificate will amend
our Certificate of Incorporation to effect the Share Increase and
the Name Change.
The
Authorized Increase
On January 5,
2021, our board of directors approved, subject to stockholder
approval, along with the Reverse Split Amended Certificate, the
Authorized Increase Amended Certificate that will have the effect
of increasing our authorized Class A Common Stock from 125,000,000
shares to 195,000,000 shares, as well as the Name Change.
Increase in
Authorized Class A Common Shares
We currently
have authorized capital stock of 125,000,000 shares of our Class A
Common Stock, $0.0001 par value; 10,000,000 shares of our Class B
Common Stock, $0.0001 par value; and 15,000,000 shares of our Class
C Common Stock, $0.0001 par value. As of the Record Date,
there were 124,999,995 shares of Class A common stock issued and
outstanding; 9,023,088 shares of Class B common stock issued and
outstanding; and 14,147,267 shares of Class C common stock issued
and outstanding.
When the
Amendment is filed and the Share Increase becomes effective, our
authorized shares of Class A Common Stock will increase from
125,000,000 shares to 195,000,000 shares.
When the Share
Increase becomes effective, there will be no immediate change in
the number of issued and outstanding common shares. Although the
Share Increase would not have any immediate dilutive effect on the
proportionate voting power or other rights of our existing
stockholders, any future issuance of additional authorized shares
of our common stock may, among other things, dilute the earnings
per share of our common stock and the equity and voting rights of
those holding our common stock at the time the additional shares
are issued.
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Purposes of
the Increase in Authorized Shares
Having an
increased number of authorized but unissued shares of our Class A
Common Stock would allow us to take prompt action with respect to
corporate opportunities that develop, without the delay and expense
of convening a special meeting of stockholders for the purpose of
approving an increase in our capitalization. The newly authorized
Class A Common Stock would be available for issuance from time to
time as determined by our board of directors for any proper
corporate purpose. Such purposes might include, without limitation,
issuance in public or private sales for cash as a means of
obtaining additional capital for use in our business and
operations, and issuance as part or all of the consideration
required to be paid by us for acquisitions of other businesses or
assets.
Accordingly, on
November 27, 2020, our board of directors and the holders of a
majority of the voting power of our voting stock approved the
Amendment that will have the effect of increasing our authorized
Class A Common Stock from 125,000,000 to 195,000,000 shares, and
providing us with 70,000,000 additional shares of authorized Class
A Common Stock. We believe this will place us in a better position
to react quickly in response to corporate opportunities that may
develop, be competitive with attracting highly skilled aerospace
and drone employees for our newly acquired subsidiaries, Impossible
Aerospace and Vayu (US), and to bring down debt. Notwithstanding
the foregoing, as of the date of this Proxy Statement, we had no
obligation to issue such additional shares, and there are no plans,
proposals or arrangements currently contemplated by us that would
involve the issuance of the additional shares to acquire another
company or its assets, or for any other corporate purpose
stated.
Potential
Anti-Takeover Effects of the Increase in Capital Stock
Any additional
issuance of Class A Common Stock could, under certain
circumstances, have the effect of delaying or preventing a change
in control of our company by increasing the number of outstanding
shares entitled to vote and by increasing the number of votes
required to approve a change in control. Shares of common stock
could be issued, or rights to purchase such shares could be issued,
to render more difficult or discourage an attempt to obtain control
of our company by means of a tender offer, proxy contest, merger or
otherwise. The ability of our board of directors to issue such
additional shares of common stock could discourage an attempt by a
party to acquire control of our company by tender offer or other
means. Such issuances could therefore deprive stockholders of
benefits that could result from such an attempt, such as the
realization of a premium over the market price that such an attempt
could cause. Moreover, the issuance of such additional shares of
common stock to persons whose interests are aligned with that of
our board of directors could make it more difficult to remove
incumbent officers and directors from office, even if such change
were to be favorable to stockholders generally.
Although the
increased proportion of unissued authorized shares to issued shares
could, under certain circumstances, have an anti-takeover effect
(for example, by permitting issuances that would dilute the stock
ownership of a person seeking to effect a change in the composition
of our board or contemplating a tender offer or other transaction
for the combination of our company with another company), the Share
Change Amendment was not proposed or adopted in response to any
effort of which we are aware to accumulate shares of common stock
or obtain control of us, nor is it part of a plan by management to
recommend a series of similar actions having an anti-takeover
effect to the board and our stockholders.
Our board
believes that it is advisable and in the best interests of our
company to have available additional authorized but unissued shares
of Class A Common Stock in an amount adequate to provide for our
future needs. The unissued shares of common stock will be available
for issuance from time to time as may be deemed advisable or
required for various purposes, including the issuance of shares in
connection with financing or acquisition transactions. We have no
present plans or commitments for the issuance or use of the
proposed shares of common stock in connection with any
financing.
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Interests of
Certain Persons in Matters to be Acted Upon
Except as
disclosed elsewhere in this Proxy Statement, none of the following
persons has any substantial interest, direct or indirect, by
security holdings or otherwise in any matter to be acted upon:
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any
director or officer of our Company,
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any
proposed nominee for election as a director of our Company, and
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any
associate or affiliate of any of the foregoing persons.
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The
stockholdings of our directors and officers are listed above in the
section entitled “Security Ownership of Certain Beneficial Owners
and Management.”
THE BOARD RECOMMENDS A VOTE “FOR” THE PROPOSAL TO AUTHORIZE THE
BOARD TO FILE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION, AS
AMENDED TO DATE, TO AUTHORIZE AN INCREASE IN THE AUTHORIZED SHARES
OF CLASS A COMMON STOCK OF THE COMPANY, AND TO CHANGE THE NAME OF
THE COMPANY TO ALPINE 4 HOLDINGS, INC. (“AMENDMENT OPTION
2”).
PROPOSAL 5
ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE
COMPENSATION
The following proposal is an advisory, non-binding vote on the
compensation of the Company’s Named Executive Officers, or a
“Say-on-Pay” proposal, as required by Section 14A of the
Securities Exchange Act, which was added by Section 951 of the
Dodd-Frank Wall Street Reform and Consumer Protection Act and by
rules of the SEC. The Company presents the resolution set forth
below for approval by the stockholders.
We believe that our compensation policies and procedures are
competitive, are focused on pay for performance principles and are
strongly aligned with the long-term interests of our stockholders.
In addition, our compensation programs are designed to reward our
Named Executive Officers for the achievement of short-term and
long-term strategic and operational goals and the achievement of
increased total stockholder return, while at the same time avoiding
the encouragement of unnecessary or excessive
risk-taking.
We encourage you to closely review the compensation of our “Named
Executive Officers” as described in this Proxy Statement under
“Executive Compensation.” Stockholders are encouraged to read this
section of the Proxy Statement, which discusses the compensation of
our Named Executive Officers.
We seek to attract and retain experienced, highly qualified
executives critical to the Company’s long-term success and
enhancement of stockholder value. The Board believes the
Company’s compensation policies and procedures achieve this
objective, and therefore recommend stockholders vote “FOR” the
proposal. Specifically, stockholders are being asked to
approve the following:
“RESOLVED, that the compensation paid to the Company’s Named
Executive Officers, as disclosed in this Proxy Statement pursuant
to Item 402 of Regulation S-K, is hereby APPROVED.”
Because your vote is advisory, it will not be binding upon our
Board and may not be construed as overruling any decision by the
Board or create or imply any additional fiduciary duty by the
Board. However, the Board and Compensation Committee value
constructive dialogue on executive compensation and other important
governance topics with our stockholders and encourage all
stockholders to vote their shares in this manner. The
Board will review the voting results and take them into
consideration when making future decisions regarding our executive
compensation programs.
THE BOARD RECOMMENDS A VOTE “FOR” THE NON-BINDING RESOLUTION
APPROVING THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE
OFFICERS, AS DISCLOSED PURSUANT TO THE COMPENSATION DISCLOSURE
RULES OF THE SECURITIES AND EXCHANGE COMMISSION.
25
PROPOSAL 6
ADVISORY VOTE ON FREQUENCY OF FUTURE STOCKHOLDER
VOTING ON EXECUTIVE COMPENSATION
Proposal 6 is an advisory, non-binding vote on the frequency of
stockholder votes on executive compensation, or a
“Say-on-Frequency” proposal, as required by Section 14A of the
Securities Exchange Act, which was added by Section 951 of the
Dodd-Frank Wall Street Reform and Consumer Protection Act and by
rules of the SEC. We are asking our stockholders to vote upon a
Say-on-Frequency vote at the Annual Meeting.
In Proposal 5, we asked our stockholders to vote on the
compensation of the Company’s Named Executive Officers. Proposal 5
is commonly called a “say-on-pay” proposal. In Proposal 6,
stockholders may cast an advisory, non-binding vote on how often
the Company should include a say-on-pay proposal in its proxy
materials for future annual stockholder meetings or other meetings
of stockholders at which directors will be elected and for which
the rules of the SEC require executive compensation disclosure
pursuant to Item 402 of Regulation S-K. The vote on this
proposal is not binding on the Company but will be considered by
the Company as it administers its executive compensation program.
Stockholders may vote for a frequency of say-on-pay votes of one,
two, or three years, or may abstain from voting. The Board
recommends that a non-binding advisory vote to approve the
compensation of its executive officers as described in its annual
proxy statements occur every three years. The Board believes that
holding this vote every three years will be the most effective
timeframe because it will provide the Board and the Compensation
Committee with sufficient time to evaluate the results of a
say-on-pay vote, engage with its stockholders following each such
vote, if appropriate, to understand any concerns the Company’s
shareholders may have, and to implement any changes they deem
appropriate in response to the vote results.
Stockholders should note that their views on compensation are not
binding on the Company. This vote also will not be binding on the
Company’s Board of Directors and may not be construed as overruling
a decision by the Board or create or imply any additional fiduciary
duty on the Board. The Board may, however, take into account the
outcome of the vote when considering when to present stockholders
with a resolution to approve executive compensation.
Stockholders may vote for a frequency of Say-on-Pay votes of one,
two, or three years, or may abstain from voting. Previously,
the Stockholders of the Company approved a frequency of three
years. The Board recommends that the Stockholders again
approve a frequency of three years.
While our executive compensation program is designed to promote a
long-term connection between compensation and performance, our
Board recognizes that executive compensation decisions and
disclosures are made annually. However, after careful
consideration, our Board of Directors believes the presentation of
a resolution to approve the compensation of our executives should
be presented to stockholders for an advisory vote every three
years.
THE BOARD RECOMMENDS A VOTE FOR THE “THREE YEARS” OPTION WITH
RESPECT TO THE ADVISORY PROPOSAL ON THE FREQUENCY OF THE
STOCKHOLDERS’ VOTE ON EXECUTIVE COMPENSATION.
ANNUAL REPORT
The Company’s Annual Report on Form 10-K, including financial
statements, for the fiscal year ended December 31, 2019,
accompanies this Proxy Statement or is available via the Internet
at www.sec.gov.
IN ADDITION, THE COMPANY WILL PROVIDE WITHOUT CHARGE, AT THE
WRITTEN REQUEST OF ANY BENEFICIAL OWNER OF SHARES ENTITLED TO VOTE
AT THE ANNUAL MEETING OF STOCKHOLDERS, A COPY (WITHOUT EXHIBITS) OF
THE COMPANY’S ANNUAL REPORT ON FORM 10-K AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2017. REQUESTS SHOULD BE MAILED TO THE SECRETARY,
ALPINE 4 TECHNOLOGIES LTD., 2525 E ARIZONA BILTMORE CIRCLE, SUITE
237, PHOENIX, AZ 85016.
26
OTHER MATTERS
As of the date of this proxy statement, the Board of Directors is
not aware of any matters other than those set forth herein and in
the Notice of Annual Meeting of Stockholders that will come before
the meeting. Should any other matters arise requiring the vote of
stockholders, it is intended that proxies will be voted in respect
thereto in accordance with the best judgment of the person or
persons voting the proxies.
Please return your proxy as soon as possible. Unless a quorum
consisting of a majority of the outstanding shares entitled to vote
is represented at the meeting, no business can be transacted.
Therefore, please be sure to date and sign your proxy exactly as
your name appears on your stock certificate and return it in the
enclosed postage prepaid return envelope. Please act promptly to
ensure that you will be represented at this important
meeting.
By Order of the Board of Directors,
ALPINE 4 TECHNOLOGIES LTD.
/s/ Kent B. Wilson
Chief Executive Officer
Phoenix, Arizona
January
15, 2021
27
APPENDIX A
REVERSE SPLIT AMENDED
CERTIFICATE
CERTIFICATE OF AMENDMENT
OF
AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION OF
ALPINE 4
TECHNOLOGIES LTD.
ALPINE 4
TECHNOLOGIES LTD., a corporation organized and existing under, and
by virtue of, the General Corporation Law of the State of Delaware,
hereby certifies that:
FIRST: The name
of the Corporation is Alpine 4 Technologies Ltd. (the
“Corporation”).
SECOND: The
Corporation was originally incorporated under the name “ALPINE 4
INC.,” and the original Certificate of Incorporation was filed with
the Secretary of State of the State of Delaware on April 22,
2014.
THIRD: The Board
of Directors of the Corporation, acting in accordance with the
provisions of Sections 141 and 242 of the General Corporation Law
of the State of Delaware, adopted resolutions on January 5, 2021,
amending the Corporation’s Amended and Restated Certificate of
Incorporation (the “Certificate of Incorporation”), to replace
ARTICLE I with the following language:
ARTICLE
I: The name of the corporation is: Alpine 4 Holdings,
Inc.
FOURTH: The
Board of Directors of the Corporation, acting in accordance with
the provisions of Sections 141 and 242 of the General Corporation
Law of the State of Delaware, adopted resolutions on January 5,
2021, amending the Corporation’s Amended and Restated Certificate
of Incorporation (the “Certificate of Incorporation”), to replace
Section 1 of ARTICLE IV with the following language, and to add the
new Section 2 below:
Section 1.
Authorized Shares. This Corporation is authorized to
issue ONE HUNDRED TWENTY-FIVE MILLION (125,000,000) shares of Class
A Common Stock, par value $0.0001 per share (the “Class A Common
Stock”), TEN MILLION (10,000,000) shares of Class B Common Stock,
par value $0.0001 per share (the “Class B Common Stock”), FIFTEEN
MILLION (15,000,000) shares of Class C Common Stock, par value
$0.0001 per share (the “Class C Common Stock,” and together with
the Class A Common Stock and the Class B Common Stock, the “Common
Stock”), and FIVE MILLION (5,000,000) shares of Preferred Stock,
par value $0.0001 per share. The number of authorized shares of any
class or classes of stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the
affirmative vote of the holders of at least a majority of the
voting power of the issued and outstanding shares of the
Corporation, voting together as a single class.
Section 2.
Reverse Stock Split. Effective immediately upon
the filing of this Certificate of Amendment of Amended and Restated
Certificate of Incorporation with the Secretary of State of the
State of Delaware (the “Effective Time”), each [
]
([
])
shares of Class A Common Stock then issued and outstanding, or held
in the treasury of this corporation, immediately prior to the
Effective Time, shall automatically be reclassified and converted
into one (1) share of Class A Common Stock, without any further
action by this corporation or the respective holders of such shares
(the “Reverse Stock Split”). No fractional shares shall be issued
in connection with the Reverse Stock Split. A holder of Class A
Common Stock who would otherwise be entitled to receive a
fractional share as a result of the Reverse Stock Split will
receive one whole share of Class A Common Stock in lieu of such
fractional share.”
FIFTH: Also
pursuant to a resolution of the Board of Directors, thereafter this
Certificate of Amendment was submitted to the stockholders of the
Corporation for their approval, and was duly adopted by the
stockholders of the Corporation at a meeting of the stockholders on
February 5, 2021, in accordance with the provisions of Sections 211
and 242 of the General Corporation Law of the State of
Delaware.
28
SIXTH: All other
provisions of the Amended and Restated Certificate of Incorporation
shall remain in full force and effect.
IN WITNESS
WHEREOF, ALPINE 4 TECHNOLOGIES LTD. has caused this Certificate of
Amendment to be signed by its Chief Executive Officer this ___ day
of February, 2021.
ALPINE
4 TECHNOLOGIES LTD.
By:
/s/ Kent
B. Wilson
Kent B. Wilson
Chief Executive Officer
29
APPENDIX B
AUTHORIZED INCREASE AMENDED
CERTIFICATE
CERTIFICATE
OF AMENDMENT OF
AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION OF
ALPINE 4
TECHNOLOGIES LTD.
ALPINE 4
TECHNOLOGIES LTD., a corporation organized and existing under, and
by virtue of, the General Corporation Law of the State of Delaware,
hereby certifies that:
FIRST: The name
of the Corporation is Alpine 4 Technologies Ltd. (the
“Corporation”).
SECOND: The
Corporation was originally incorporated under the name “ALPINE 4
INC.,” and the original Certificate of Incorporation was filed with
the Secretary of State of the State of Delaware on April 22,
2014.
THIRD: The Board
of Directors of the Corporation, acting in accordance with the
provisions of Sections 141 and 242 of the General Corporation Law
of the State of Delaware, adopted resolutions on January 5, 2021,
amending the Corporation’s Amended and Restated Certificate of
Incorporation (the “Certificate of Incorporation”), to replace
ARTICLE I with the following language:
ARTICLE
I: The name of the corporation is: Alpine 4 Holdings,
Inc.
FOURTH: The
Board of Directors of the Corporation, acting in accordance with
the provisions of Sections 141 and 242 of the General Corporation
Law of the State of Delaware, adopted resolutions on January 5,
2021, amending the Corporation’s Amended and Restated Certificate
of Incorporation (the “Certificate of Incorporation”), to replace
Section 1 of ARTICLE IV with the following language:
Section 1.
Authorized Shares. This Corporation is authorized to
issue ONE HUNDRED NINETY-FIVE MILLION (195,000,000) shares of Class
A Common Stock, par value $0.0001 per share (the “Class A Common
Stock”), TEN MILLION (10,000,000) shares of Class B Common Stock,
par value $0.0001 per share (the “Class B Common Stock”), FIFTEEN
MILLION (15,000,000) shares of Class C Common Stock, par value
$0.0001 per share (the “Class C Common Stock,” and together with
the Class A Common Stock and the Class B Common Stock, the “Common
Stock”), and FIVE MILLION (5,000,000) shares of Preferred Stock,
par value $0.0001 per share. The number of authorized shares of any
class or classes of stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the
affirmative vote of the holders of at least a majority of the
voting power of the issued and outstanding shares of Common Stock
of the Corporation, voting together as a single class.
FIFTH: Also
pursuant to a resolution of the Board of Directors, thereafter this
Certificate of Amendment was submitted to the stockholders of the
Corporation for their approval, and was duly adopted by the
stockholders of the Corporation at a meeting of the stockholders on
February 5, 2021, in accordance with the provisions of Sections 211
and 242 of the General Corporation Law of the State of
Delaware.
SIXTH: All other
provisions of the Amended and Restated Certificate of Incorporation
shall remain in full force and effect.
IN WITNESS
WHEREOF, ALPINE 4 TECHNOLOGIES LTD. has caused this Certificate of
Amendment to be signed by its Chief Executive Officer this ___ day
of February, 2021.
ALPINE
4 TECHNOLOGIES LTD.
By:
/s/ Kent
B. Wilson
Kent B. Wilson
Chief Executive Officer
30
