UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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CREDITRISKMONITOR.COM, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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EXPLANATORY NOTE
On June 24, 2019, CreditRiskMomitor.com, Inc. (the “Company”) filed its Definitive Proxy Statement on Schedule 14A (the “Proxy
Statement”) for the Company’s 2019 Annual Meeting of Stockholders with the Securities and Exchange Commission. The Proxy Statement was filed in connection with the Company’s 2019 Annual Meeting of Stockholders to be held on July 24, 2019 (the
“Annual Meeting”). This supplement to the Proxy Statement and a revised proxy card are being filed on this Amendment 1 to Schedule 14A to add a new Proposal 4 that is soliciting a non-binding, advisory vote from Company Stockholders on the
frequency with which the Company’s Stockholders shall have an advisory “Say-on-Pay” vote on compensation paid to our named executive officers (“Proposal 4”). Other than the changes described in this supplement, which adds Proposal 4, makes other
conforming changes to the Proxy Statement and updates the Notice of Annual Meeting, no other changes have been made to the Proxy Statement, and the Proxy Statement and Notice continue to be in full force and effect as originally prepared and
continue to seek the vote of Company Stockholders for the proposals to be voted on at the Annual Meeting. A form of the revised proxy card has also been included in this filing.
Capitalized terms used but not otherwise defined in this supplement have the meanings ascribed to them in the Proxy Statement. This
supplement should be read together with the Proxy Statement, which should be read in its entirety.
CREDITRISKMONITOR.COM, INC.
704 Executive Boulevard, Suite A
Valley Cottage, New York 10989
SUPPLEMENT TO PROXY STATEMENT
FOR
2019 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JULY 24, 2019
This Proxy Statement Supplement (the “Supplement”) supplements and amends the original definitive proxy statement of
CreditRiskMomitor.com, Inc. ( the “Company”, “we”, or “our”), dated June 24, 2019 (the “Proxy Statement”) for the Company’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”) to (i) add a new Proposal 4 to the Proxy Statement that provides
for a non-binding, advisory vote of Company stockholders on the frequency with which the Company’s stockholders shall have the advisory “Say-on-Pay” vote on compensation paid to our named executive officers (“Proposal 4”), (ii) update the Notice of
Annual Meeting to add the new Proposal 4 (the “Updated Notice”), and (iii) make additional changes to the Proxy Statement resulting from the addition of new Proposal 4. As previously disclosed in the Proxy Statement, the Annual Meeting will be held
on July 24, 2019 at 9:30 a.m., local time, or any adjournment thereof, at 704 Executive Boulevard, Suite A, Valley Cottage, New York 10989.
This Supplement relates to the new Proposal 4 to be considered by stockholders at the Annual Meeting and does not
provide all of the information that is important to your decisions with respect to voting on all of the proposals that are being presented to stockholders for their vote at the Annual Meeting. Additional information is contained in the Proxy
Statement. To the extent that the information in this Supplement differs from, updates or conflicts with the information contained in the Proxy Statement, the information in this Supplement shall amend and supersede the information in the Proxy
Statement. Except as so amended or superseded, all information set forth in the Proxy Statement remains unchanged and important for you to review. Accordingly, we urge you to read this Supplement carefully and in its entirety together with the
Proxy Statement. If you would like to receive another copy of the Proxy Statement, please contact the Company with a written request to: 704 Executive Boulevard, Suite A, Valley Cottage, New York 10989, Attention: Corporate Secretary.
This Supplement relates to the solicitation of proxies by our Board of Directors (the “Board”) for use at the Annual Meeting. This
Proxy Statement Supplement, the Updated Notice of Annual Meeting attached hereto as Appendix A and a revised proxy card (the “Revised Proxy Card”) are being made available on or about June 28, 2019 to all stockholders entitled to vote at the Annual
Meeting.
We urge stockholders of record to vote on proposals 1 through 4 by submitting a Revised Proxy Card. If you return an
executed Revised Proxy Card without marking your instructions with regard to the matters to be acted upon, the proxy holders will vote “FOR” the election of director nominees set forth in the Proxy Statement, “FOR” the approval of Proposals 2 and
3, and “EVERY THREE YEARS” on Proposal 4.
If you have already voted and do not submit a Revised Proxy Card, your previously submitted proxy will be voted at
the Annual Meeting with respect to Proposals 1, 2 and 3 but will not be counted in determining the outcome of Proposal 4.
PLEASE NOTE THAT IF YOU SUBMIT A REVISED PROXY CARD IT WILL REVOKE ALL
PROXY CARDS PREVIOUSLY SUBMITTED, SO IT IS IMPORTANT TO INDICATE YOUR VOTE
ON EACH PROPOSAL ON THE REVISED PROXY CARD.
PROPOSALS TO BE VOTED UPON BY STOCKHOLDERS
Information contained in this Supplement relates to Proposal 4 that will be presented to stockholders at the Annual Meeting.
Information regarding Proposals 1, 2 and 3 that will be presented to stockholders at the Annual Meeting can be found in the Proxy Statement as originally filed with the SEC on June 24, 2019.
Please note that we strongly encourage you to read this Supplement and to vote on Proposal 4.
Vote Required; Effect of Abstentions and Broker Non-Votes.
A plurality of votes cast will be used to determine the results of the non-binding advisory vote on Proposal 4. Brokers cannot vote on
their customers’ behalf on “non-routine” proposals such as Proposal 4. Because brokers require their customers’ direction to vote on such non-routine matters, it is critical that stockholders provide their brokers with voting instructions. If you
hold your shares in street name and do not provide voting instructions to your bank, broker or other custodian, your shares will not be voted on Proposal 1, Proposal 2 or Proposal 4 (a “broker non-vote”). A broker non-vote on any of the proposals
presented at the Annual Meeting will have no effect on the outcome of the proposal. Because a plurality of votes cast will be used to determine the results of the non-binding advisory vote, abstentions will have no effect on the outcome of the vote
on Proposal 4. These abstentions, however, are counted towards establishing a quorum for the Annual Meeting.
Revocation of Proxies/Voting of Shares.
Any stockholder giving a proxy may revoke it at any time before the votes are counted at the Annual Meeting by (i) submission of a
later dated proxy, (ii) providing a written notice of revocation to the Company’s Corporate Secretary at
CreditRiskMonitor.com, Inc., 704 Executive Boulevard, Suite A, Valley Cottage, New York 10989
, prior
to your shares being voted, or (iii) attending the Annual Meeting and voting in person. Unless so revoked, the shares represented by such proxies or voting instructions will be voted at the Annual Meeting and all adjournments or postponements of
the Annual Meeting. Proxies solicited on behalf of the Board will be voted in accordance with the directions given.
PROPOSAL 4 — ADVISORY VOTE TO DETERMINE THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
Under Section 14A of the Exchange Act, our stockholders are also allowed to vote, on a non-binding, advisory basis, for their
preference as to how frequently we should seek future advisory votes on the compensation of our named executive officers as disclosed in accordance with the compensation disclosure rules of the SEC, which we refer to as an advisory vote to approve
executive compensation. By voting with respect to this proposal, stockholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation every one, two, or three years. Stockholders also may, if they
wish, abstain from casting a vote on this proposal.
At our 2013 annual meeting, a majority of our stockholders voted in favor of holding an advisory vote to approve executive compensation
every three years as recommended by the Board. Unless the Board modifies its policy on the frequency of holding “say-on-pay” advisory votes, the next “say-on-pay” frequency vote will occur at the 2025 annual meeting.
After careful consideration, the Board believes that submitting the advisory vote to approve executive compensation every three years
is appropriate for the Company and its stockholders at this time. The Board believes that an advisory vote at this frequency will provide stockholders with sufficient time to evaluate the effectiveness of our overall compensation philosophy,
policies and practices in the context of our long-term business results for the corresponding period. An advisory vote that occurs every three years will also permit the Company’s stockholders to observe and evaluate the impact of any changes to
its executive compensation policies and practices that have occurred since the last advisory vote to approve executive compensation. The Board is therefore recommending that stockholders vote for holding the advisory vote to approve executive
compensation every three years.
The Company recognizes that the stockholders may have different views as to the best approach for the Company, and therefore we look
forward to hearing from our stockholders as to their preference on the frequency of advisory votes to approve executive compensation.
This vote is advisory and not binding on the Company or our Board in any way. The Board will take into account the outcome of the vote,
however, when considering the frequency of future advisory votes to approve executive compensation. The Board may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote to approve executive compensation
more or less frequently than the frequency selected by our stockholders.
The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years,
or abstaining) and, therefore, stockholders will not be voting to approve or disapprove the recommendation of the Board.
Vote Required
The affirmative vote, in person or by proxy, of the majority of the votes cast by the holders of the Company’s common stock at the
Annual Meeting is required to determine the frequency of future advisory votes on executive compensation. If none of the alternatives receives the majority of votes cast, the Company will consider the alternative that receives the highest number of
votes cast by stockholders to be the frequency selected by stockholders. This is a non-binding advisory vote.
The Board recommends that you vote “THREE YEARS” as the frequency for future advisory votes to approve executive compensation.
IF YOU HAVE ALREADY VOTED, YOUR VOTES WILL BE COUNTED WITH RESPECT TO THE ELECTION OF DIRECTORS IN PROPOSAL 1, AND PROPOSALS 2 AND 3.
HOWEVER, WE URGE YOU TO CAST YOUR VOTE ON ALL FOUR PROPOSALS USING THE REVISED PROXY CARD EVEN IF YOU HAVE PREVIOUSLY CAST YOUR VOTE ON PROPOSALS 1, 2 AND 3 AS DESCRIBED IN OUR PROXY STATEMENT DATED JUNE 24, 2019.
Appendix A
CREDITRISKMONITOR.COM, INC.
704 Executive Boulevard, Suite A
Valley Cottage, New York 10989
UPDATED
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 24, 2019
To the Stockholders of CreditRiskMonitor.com, Inc.:
NOTICE IS HEREBY GIVEN
that the Annual Meeting of Stockholders of CreditRiskMonitor.com, Inc., a Nevada
corporation (the “Company”), will be held on July 24, 2019 at
704 Executive Boulevard, Suite A, Valley Cottage, NY 10989
, at 9:30 a.m., for the following purposes:
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To elect five directors for the coming year;
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To hold an advisory, non-binding vote on the compensation of our named executive officers;
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To ratify the selection of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019;
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To hold an advisory, non-binding vote to determine the frequency of future advisory votes on the compensation of our named executive officers; and
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To transact such other business as may properly come before the meeting.
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Only stockholders of record at the close of business on June 12, 2019 are entitled to notice of and to vote at the meeting or at any adjournment thereof.
Important notice regarding the availability of Proxy Materials:
The proxy statement and the Company’s Annual
Report on Form 10-K for the year ended December 31, 2018 are available electronically at www.proxyvote.com.
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Jerome S. Flum
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Chief Executive Officer
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Valley Cottage, New York
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June 28, 2019
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WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE. FOR SPECIFIC INSTRUCTIONS
ON HOW TO VOTE YOUR SHARES, PLEASE REFER TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. ANY STOCKHOLDER MAY REVOKE A SUBMITTED PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED PROXY
OR BY ATTENDING THE MEETING AND VOTING IN PERSON. THOSE VOTING BY INTERNET OR BY TELEPHONE MAY ALSO REVOKE THEIR PROXY BY VOTING IN PERSON AT THE MEETING OR BY VOTING AND SUBMITTING THEIR PROXY AT A LATER TIME BY INTERNET OR BY TELEPHONE.
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VOTE BY INTERNET - www.proxyvote.com
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Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on July 23, 2019. Have your proxy
card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
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ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
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If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and
annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
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VOTE BY PHONE - 1-800-690-6903
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Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on July 23, 2019. Have your proxy card in hand when you call and
then follow the instructions.
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VOTE BY MAIL
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Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
The Board of Directors recommends you vote FOR the following:
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For
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Withhold
All
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For All
Except
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To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
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1. Election of Directors
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Nominees
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03) Jeffrey S. Geisenheimer
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04) Joshua M. Flum
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05) Richard J. James
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The Board of Directors recommends you vote FOR proposals 2. and 3.:
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For
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Against
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Abstain
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2. To approve the compensation paid to the Company’s named executive officers.
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3. To ratify the selection of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.
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The Board of Directors recommends you vote 3 YEARS on the following proposal:
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2
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3
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Year
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Years
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Years
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Abstain
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4. To hold an advisory, non-binding vote to determine the frequency of future advisory votes on the compensation of our named executive officers.
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NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
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Yes
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No
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Please indicate if you plan to attend this meeting
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign
personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
Signature [PLEASE SIGN WITHIN BOX]
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Date
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Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement and
Form 10-K are available at www.proxyvote.com.
CREDITRISKMONITOR.COM, INC.
Annual Meeting of Stockholders
July 24, 2019
This proxy is solicited by the Board of Directors
The stockholder(s) hereby appoint(s) Lawrence Fensterstock, as proxy, with the power to appoint his substitute, and hereby authorize him to represent
and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of CREDITRISKMONITOR.COM, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:30 AM, EST on
July 24, 2019 at 704 Executive Boulevard, Suite A, Valley Cottage, New York, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance
with the Board of Directors’ recommendations.
Continued and to be signed on reverse side