Latest news with #ProxyStatement
Business Wire
20-06-2025
- Business
- Business Wire
GrabAGun Announces Effectiveness of Registration Statement in Connection with Proposed Business Combination with Colombier II
COPPELL, Texas & PALM BEACH, Fla.--(BUSINESS WIRE)--Metroplex Trading Company, LLC d.b.a. (the 'Company' or 'GrabAGun'), an online retailer of firearms, ammunition and related accessories, and Colombier Acquisition Corp. II ('Colombier II') (NYSE: CLBR), a special purpose acquisition company led by Omeed Malik, today announced that the Securities and Exchange Commission ('SEC') has declared effective the registration statement on Form S-4 (as amended, 'Registration Statement') in connection with the proposed business combination (the 'Business Combination') entered into by Colombier II and GrabAGun on Jan. 6, 2025. This filing marks an important step as GrabAGun Digital Holdings ('GrabAGun Digital'), the company which filed the Registration Statement and will be the surviving public company after the closing of the Business Combination, nears its expected listing on the New York Stock Exchange ('NYSE') under the proposed symbols 'PEW' and 'PEWW.' "Today is a key milestone in GrabAGun's journey as we announce the effectiveness of our S-4 filing," said Marc Nemati, Chief Executive Officer of GrabAGun. "This achievement brings us one step closer to completing our business combination with Colombier II and accelerating our growth strategy. We remain focused on revolutionizing the shooting sports industry through our technology-first approach and look forward to leveraging the additional resources and expertise this transaction will provide to enhance our platform and expand our market presence." Omeed Malik, CEO and Chairman of Colombier II, commented: "The effectiveness of the S-4 filing represents significant progress toward completing our business combination with GrabAGun. This regulatory achievement paves the way for us to bring this compelling opportunity to shareholders and move forward with our plans to transform the firearms retail landscape. We remain confident that combining GrabAGun's innovative platform with Colombier II's strategic resources and media expertise will create substantial value for all stakeholders." In connection with the Business Combination, an extraordinary general meeting of the Colombier II shareholders is expected to be held at 10:00 am ET on July 15, 2025, for shareholders of record as of a June 20, 2025, the record date to vote on proposals to approve the transactions comprising the Business Combination. Further information about the extraordinary general meeting and associated voting procedures is or will be contained in a definitive proxy statement filed by Colombier II with the SEC (the 'Proxy Statement'). Security holders are encouraged to review carefully the disclosures and voting information in the Proxy Statement in advance of the July 15, 2025, extraordinary general meeting. Background Information on the Business Combination As previously announced, GrabAGun, GrabAGun Digital and Colombier II entered into the Merger Agreement to consummate the Business Combination transaction further described in the Registration Statement, which the parties expect to be completed in the summer of 2025, subject to regulatory approvals and other customary conditions. In connection with the Transaction, subject to NYSE approval, securities of GrabAGun Digital Holdings Inc., the public company after the closing, are expected to trade on the NYSE under the proposed symbols 'PEW' and 'PEWW'. Colombier II shares currently trade on the NYSE under the symbol 'CLBR'. Additional information about the proposed Business Combination can be found in the Registration Statement filed by GrabAGun Digital Holdings Inc., and in other public filings of Colombier II, which are available, free of charge, on the SEC's website at In connection with the Business Combination, Ellenoff Grossman & Schole LLP is serving as legal counsel to Colombier II and Olshan Frome Wolosky LLP is serving as legal counsel to GrabAGun. Ogier is serving as special Cayman Islands counsel to Colombier II. Extraordinary General Meeting to Approve Business Combination Colombier II will hold an extraordinary general meeting of Colombier II's shareholders (the 'Extraordinary General Meeting') at 10:00 AM ET on July 15, 2025, for Colombier II shareholders of record as of June 20, 2025 (the 'Record Date'), to approve proposals presented to the shareholders at the Extraordinary General Meeting related to the Business Combination with GrabAGun. A Proxy Statement containing the proposals to be presented at the Extraordinary General Meeting has been or will be filed with the SEC; copied of the Proxy Statement will also be mailed to Colombier II shareholders of record as of the Record Date. Notice of the Extraordinary General Meeting is also contained in a Current Report on Form 8-K to be filed with the SEC, which sets forth additional information. Information about how to attend the Extraordinary General Meeting and vote is set forth in the Proxy Statement. The Merger Agreement contains certain closing conditions customary for transactions similar to the Business Combination, which have been satisfied or waived or which the parties expect to be satisfied or waived. The Business Combination is expected to close shortly after the Extraordinary General Meeting. YOUR VOTE IS IMPORTANT. Colombier II shareholders are urged to read carefully the proxy materials, including, among other things, the reasons for the unanimous recommendation by Colombier II's Board that shareholders of record as of the Record Date vote 'FOR' ALL PROPOSALS included in the Proxy Statement in advance of the Extraordinary General Meeting. The Extraordinary General Meeting of Colombier II shareholders will be held on July 15, 2025, at 10:00 a.m. Eastern Time, in a virtual meeting format at For the purposes of the Colombier II governing documents, the Extraordinary General Meeting may also be attended in person at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105-0302. If you do not have internet capabilities, you can listen only to the meeting by dialing 1 800-450-7155 within the U.S. and Canada (toll-free), or +1 857-999-9155 outside the U.S. and Canada (standard rates apply) when prompted enter the pin number 0245679#. The Extraordinary General Meeting will be listen-only format and you will not be able to vote, be deemed present at the meeting or enter or ask questions during the meeting via telephone. If you have questions about the proposals or if you need additional copies of the Proxy Statement or a proxy card you should contact Colombier II's proxy solicitor at: Sodali & Co. / 333 Ludlow Street, 5th Floor, South Tower / Stamford, CT 06902. Tel: (800) 662-5200 (toll-free) or (203) 658-9400 (banks and brokers can call collect). Email: Colombier II shareholders whose shares are held of record by a broker, bank, or other nominee should contact their broker, bank, or nominee to ensure that their shares are voted. To obtain timely delivery of copies of proxy materials, Colombier shareholders must request the materials no later than July 8, 2025. Your vote FOR ALL proposals is important, no matter how many or how few shares you own. About GrabAGun We are defenders. We are sportsmen. We are outdoorsmen. We believe that it is our American duty to help everyone, from first-time buyers to long-time enthusiasts, understand and legally secure their firearms and accessories. That's why our arsenal is fully packed, consistently refreshed, and always loaded with high-quality, affordable firearms and accessories. Industry-leading brands that GrabAGun works with include Smith & Wesson Brands, Sturm, Ruger & Co., SIG Sauer, Glock, Springfield Armory and Hornady Manufacturing, among others. GrabAGun is a fast growing, digitally native eCommerce retailer of firearms and ammunition, related accessories and other outdoor enthusiast products. Building on the Company's proprietary software expertise, the Company's eCommerce site has become one of the leading firearm retail websites. In addition to its eCommerce excellence, GrabAGun has developed industry-leading solutions that revolutionize supply chain management, combining dynamic inventory and order management with AI-powered pricing and demand forecasting. These advancements enable seamless logistics, efficient regulatory compliance and a streamlined experience for customers. About Colombier Acquisition Corp. II Colombier II is a blank check company formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While Colombier II may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus on industries that complement the management team's background and network, such as companies categorized by Entrepreneurship, Innovation and Growth (EIG), including but not limited to parallel economies, the return of products and services developed within the United States, sectors with impaired value due to certain investor mandates and businesses within regulated areas that are disrupting inefficiencies related thereto. Please visit the Investor Relations page of Colombier Acquisition Corp II (CLBR)'s website for more information. Additional Information and Where to Find It A Registration Statement on Form S-4 filed with the SEC by GrabAGun Digital, as registrant, and GrabAGun, as co-registrant, has been filed with, and been declared effective by, the U.S. Securities and Exchange Commission (the ' SEC '). Colombier II has also filed or will file with the SEC a Proxy Statement setting forth proposals to be presented to Colombier II shareholders of record as of the Record Date at an extraordinary general meeting of the Colombier II shareholders, which Proxy Statement also contains or will contain information about how to vote shares and how to attend the Extraordinary General Meeting. SHAREHOLDERS OF COLOMBIER II AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT IN CONNECTION WITH COLOMBIER II'S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT COLOMBIER II, GRABAGUN, GRABAGUN DIGITAL AND THE BUSINESS COMBINATION. Shareholders are able to obtain copies of the Registration Statement and the Proxy Statement, without charge on the SEC's website at or by directing a request to: Colombier Acquisition Corp. II, 214 Brazilian Avenue, Suite 200-J, Palm Beach, FL 33480, email: CLBR@ Participants in the Solicitation GrabAGun Digital, Colombier II, GrabAGun and their respective directors, executive officers and members, as applicable, may be deemed to be participants in the solicitation of proxies from the shareholders of Colombier II in connection with the Business Combination. Colombier II's shareholders and other interested persons may obtain more detailed information regarding the names, affiliations and interests of certain of Colombier II executive officers and directors in the solicitation by reading Colombier II's final prospectus filed with the SEC on November 20, 2023 in connection with Colombier II's initial public offering, Colombier II's Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 11, 2025, and Colombier II's other public filings with the SEC, including the Registration Statement and the Proxy Statement. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination, which may, in some cases, be different from those of shareholders generally, are set forth in the Registration Statement relating to the Business Combination. These documents can be obtained free of charge from the source indicated above. Forward-Looking Statements This communication contains certain 'forward-looking statements' within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as 'estimate,' 'plan,' 'forecast,' 'intend,' 'may,' 'will,' 'expect,' 'continue,' 'should,' 'would,' 'anticipate,' 'believe,' 'seek,' 'target,' 'predict,' 'potential,' 'seem,' 'future,' 'outlook' or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, references with respect to the anticipated benefits of the proposed Business Combination; GrabAGun's ability to successfully execute its expansion plans and business initiatives; the sources and uses of cash of the proposed Business Combination; the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Business Combination; and expectations related to the terms and timing of the proposed Business Combination. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of GrabAGun's and Colombier II's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of GrabAGun and Colombier II. These forward-looking statements are subject to a number of risks and uncertainties, including the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; the inability to recognize the anticipated benefits of the Business Combination; the inability of GrabAGun to maintain, and GrabAGun Digital to obtain, as necessary, any permits necessary for the conduct of GrabAGun's business, including federal firearm licenses issued pursuant to the Gun Control Act, 18 USC 921 et seq. and special occupational taxpayer stamps issued pursuant to the National Firearms Act, 26 USC 5849 et seq.; the disqualification, revocation or modification of the status of those persons designated by GrabAGun as Responsible Persons, as such term is defined in 18 U.S.C. 841(s); the ability to maintain the listing of Colombier II's securities on a national securities exchange; the ability to obtain or maintain the listing of GrabAGun Digital's securities on the NYSE following the Business Combination; costs related to the Business Combination; changes in business, market, financial, political and legal conditions; risks relating to GrabAGun's operations and business, including information technology and cybersecurity risks, and deterioration in relationships between GrabAGun and its employees; GrabAGun's ability to successfully collaborate with business partners; demand for GrabAGun's current and future offerings; risks that orders that have been placed for GrabAGun's products are cancelled or modified; risks related to increased competition; risks that GrabAGun is unable to secure or protect its intellectual property; risks of product liability or regulatory lawsuits relating to GrabAGun's products; risks that the post-combination company experiences difficulties managing its growth and expanding operations; the risk that the Business Combination may not be completed in a timely manner, or at all, which may adversely affect the price of Colombier II's securities; the risk that the Business Combination may not be completed by Colombier II's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Colombier II; the failure to satisfy the conditions to the consummation of the Business Combination; the outcome of any legal proceedings that may be instituted against GrabAGun, Colombier II, GrabAGun Digital or others with respect to the proposed Business Combination and transactions contemplated thereby; the ability of GrabAGun to execute its business model; and those risk factors discussed in documents of GrabAGun Digital and Colombier II filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Colombier II nor GrabAGun presently know or that Colombier II and GrabAGun currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Colombier II's, GrabAGun Digital's and GrabAGun's expectations, plans or forecasts of future events and views as of the date of this press release. Colombier II, GrabAGun Digital and GrabAGun anticipate that subsequent events and developments will cause Colombier II's, GrabAGun Digital's and GrabAGun's assessments to change. However, while Colombier II, GrabAGun Digital and GrabAGun may elect to update these forward-looking statements at some point in the future, Colombier II, GrabAGun Digital and GrabAGun specifically disclaim any obligation to do so. Readers are referred to the most recent reports filed with the SEC by Colombier II. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by U.S. federal securities law. This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Yahoo
13-06-2025
- Business
- Yahoo
Charlotte's Web Reports Shareholder Meeting Voting Results
LOUISEVILLE, Colo., June 13, 2025 /CNW/ - (TSX: CWEB) (OTCQX: CWBHF) Charlotte's Web Holdings, Inc. ("Charlotte's Web" or the "Company") is pleased to announce the results from its 2025 annual general meeting of shareholders held on June 12, 2025 via live audio webcast (the "Meeting"). Each of the matters voted upon at the Meeting is discussed in detail in the Company's Proxy Statement dated April 29, 2025, a copy of which is available on the Company's SEDAR profile at and on EDGAR at The total number of votes cast at the Meeting was 58,493,957, representing 36.87% of the total number of votes attached to the outstanding voting shares of the Company. According to the proxies received, the results of the vote for the election of directors were as follows: Nominee # Votes For % Votes For # Votes Withheld % Votes Withheld Jonathan Atwood 10,483,075 72 % 4,120,698 28 % Matthew McCarthy 11,896,877 82 % 2,706,896 18 % Angela McElwee 11,902,297 82 % 2,701,476 18 % William Morachnick 10,490,456 72 % 4,113,317 28 % Jared Stanley 9,676,914 66 % 4,926,859 34 % Maureen Usifer 12,639,816 87 % 1,963,957 13 % Detailed results of the matters considered at the Meeting are reported in the Report of Voting Results as filed on the Company's SEDAR+ profile at About Charlotte's Web Holdings, Inc. Charlotte's Web Holdings, Inc., a Certified B Corporation headquartered in Louisville, Colorado, is a botanical wellness innovation company and a market leader in hemp extract wellness that includes Charlotte's Web whole-plant full-spectrum CBD extracts as well as broad-spectrum CBD and cannabinoid isolates. The Company's hemp extracts have naturally occurring botanical compounds including cannabidiol ("CBD"), CBN, CBC, CBG, THC, terpenes, flavonoids, and other beneficial compounds. Charlotte's Web product categories include CBD oil tinctures (liquid products), CBD gummies (sleep, calming, exercise recovery, immunity), CBN gummies, hemp-derived THC microdose gummies, functional mushroom gummies, CBD capsules, CBD topical creams, and lotions, as well as CBD pet products for dogs. Through its substantially vertically integrated business model, Charlotte's Web maintains stringent control over product quality and consistency with analytic testing from soil to shelf for quality assurance. Charlotte's Web products are distributed to retailers and healthcare practitioners throughout the U.S.A. and are available online through the Company's website at View original content to download multimedia: SOURCE Charlotte's Web Holdings, Inc. View original content to download multimedia: Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
India.com
13-06-2025
- Business
- India.com
Google CEO Sundar Pichai or Apple's Tim Cook; Which CEO receives the highest salary? The answer will shock you, it's...
In today's time, tech company CEOs are both well-known for their business skills as well as astronomical salaries. Companies like Alphabet (the parent company of Google) and Apple are some of the biggest names around the world. Do you know which of their CEOs gets paid more? In this article, we compare the salaries of Apple's Tim Cook and Alphabet's Sundar Pichai, providing insight into the salaries of arguably the most successful leaders around the world — a glimpse that may inspire you to pursue the same great levels of success. When it comes to the highest paying CEO salaries, Alphabet Inc. CEO Sundar Pichai is certainly one of the most significant tech leaders in the world. According to Alphabet's 2023 Proxy Statement filed with the U.S. SEC, Sundar Pichai earned a base salary of $2 million in 2022, while his total compensation, including stock options and bonuses, amounted to approximately $226 million. Based on the Apple Inc. 2023 Proxy Statement, Apple CEO Tim Cook received a impressive salary package too. In 2022, Tim Cook received a base salary of $3 million and total compensation (including stock awards and bonuses) of approximately $99.4 million. In the current scenario, there isn't much of a difference between the two. According to a January 2025 report by ABP News, both Tim Cook and Sundar Pichai have an annual salary in the range of $70 to $75 million. However, in 2022, Sundar Pichai's earnings were significantly higher than Tim Cook's, mainly due to his stock package, which placed him among the highest-paid CEOs in the world.
Yahoo
10-06-2025
- Business
- Yahoo
Robert G. Brown, a Founder of Spar Group, Inc., (SGRP) Announces His Voting Plans for the June 12, 2025, Annual Meeting of Shareholders
Palm Beach Gardens, Florida--(Newsfile Corp. - June 10, 2025) - Robert G. Brown, hereinafter referred to as "Mr. Brown", holding directly and indirectly 6,469,683 shares of common stock, $0.01 par value per share ("Common Stock"),1 in SPAR Group, Inc., a Delaware corporation (the "Company"), who is a founder of the Company as well as past CEO and Chairman, hereby announces how he plans to vote, and reasons therefor, at the upcoming annual meeting of the shareholders of the Company to be held on June 12, 2025 (the "2025 Annual Meeting"). This is not a solicitation of authority to vote your proxy. Please DO NOT send your proxy card to Mr. Brown who is not able to vote your proxies, nor does this communication contemplate such an event. Mr. Brown urges shareholders to vote in person or by proxy at the 2025 Annual Meeting in accordance with the instructions provided by the Company in the Proxy Statement filed with the SEC on May 23, 2025 (the "Proxy Statement") and the Proxy Card thereof (the "Proxy Card"). The following information should not be construed as investment advice. Please read the important notices at the end of this document. Reasons for Mr. Brown's votes: On June 3, 2024, the price of the Company's Common Stock was $2.97. On May 29, 2025, the price of the Company Common Stock was $1.02. In 2024 and 2025, the Company's management, with approval of the board of directors of the Company (the "Board"), took various actions (including the sale of profitable subsidiaries of the Company) that have resulted in a 25.1% reduction in revenue from 2023 ($262,747) to 2024 ($196,814) (figures in thousands).2 The Board has approved cash compensation for the Board for the fiscal year of 2025 in an aggregate of almost $1,000,000.3 The Company failed to hold an annual shareholder meeting in 2024.4 The Company failed to file an annual report on Form 10-K in a timely manner for the fiscal year of 20245 and was notified by NASDAQ that the Company was at risk of being delisted.6 The Compensation Committee of the Board approved a $2,264,877 summary compensation package for the CEO for the year of 2024, an increase from $1,164,551 for the year of 2023, $612,613 for the year of 2022, and $304,086 for the year of 2021.7 The Company is in violation of various provisions of its bylaws, as amended through the date hereof (the "Bylaws").8 The Company refused to allow other candidates for the Board to be put into the proxy to give shareholders a choice among candidates for directors.9 The current directors voted to allow only those currently serving as directors to be included as candidates for election as directors in the Proxy Statement for the 2025 Annual Meeting, thereby ensuring the shareholders do not have a choice of directors.10 There is a lack of focus on increasing the price of the Company's Common Stock to improve shareholder value. The Company did not hold an annual shareholders meeting in 2024 and is holding the 2025 Annual Shareholders meeting on June 12, 2025.11 The Company has provided no guidance of expected Earnings Per Share (EPS) in 2025. In the fiscal year of 2024, the Company had a net loss attributable to SPAR Group, Inc., of $4,412,000 from a profit of $5,742,000 in 2023.12 The Bylaws were changed in 2022 making them shareholder unfriendly and out of compliance with best practices as recommended by Glass-Lewis and Institutional Shareholder Services (ISS).13 These include: (1) requirements that 75% of the shareholders are required to call a meeting of the shareholders14 versus a best practice recommended by Glass-Lewis or ISS, (2) allowing the CEO to have 100% of the voting authority of the Board in certain situations, and (3) prohibiting directors who have prior associations with the Company, such as employees, advisors or former executives, from serving as Committee Chairman or the Chairman.15 Only directors without any prior association with the Company are permitted to serve in these roles.16 The Governance Committee of the Board has ignored past shareholder advisory votes on maintaining the current auditors.17 The Board has failed to publicly disclose various legal disputes with shareholders.18 The Board recommended that shareholders approve a sale of the Company transaction approved by the Board in August 202419 (such transaction, the "Highwire Merger"), without validating if the prospective buyer could finance the transaction. The Highwire Merger agreement precluded the Company from taking any competing sale or merger actions until May 30, 2025.20 The Highwire Merger failed and by May 30, 2025,21 the price of the Company's Common Stock has declined over 60% from just prior to the date of the announcement of the Highwire Merger.22 There has been no accountability for this failure of the Highwire Merger, and the financial advisory firm involved in this transaction has not been terminated and is still under contract with a guaranteed minimum payment for a future transaction. The CEO of the Company also is the Chairman of Qantm Creative, a supplier to the Company.23 His wife, Jean Matacunas, is the CEO of Qantm Creative.24 Mr. Brown believes that the shareholders' interests would be better served and advanced by the following actions: A 6,000,000 share buyback. A $.02/per share quarterly dividend. A review by the Board of the A&R Bylaws and the best practices recommended by Glass Lewis and ISS to determine if the current A&R Bylaws are in the best interest of the shareholders. A review of Board compensation to determine if making the compensation partly dependent (e.g. 50% of compensation) on the share price would be in the best interest of the shareholders. A review by the Compensation Committee to determine if the shareholders would be more effectively served by having a high proportion of management's compensation based on delivering shareholder value (as evidenced by the stock price) and positive net earnings. The current Board has had ample opportunity to correct many of the Company's problems and to take many other actions beneficial to shareholders, but has failed to do so. Mr. Brown will vote at the 2025 Annual Meeting in person or by proxy as follows: PROPOSAL 1 - ELECTION OF DIRECTORS: AGAINST the election of Ms. Linda Houston (Chairperson of the Compensation Committee), Mr. John Bode (Chairman of the Audit Committee) and Mr. Michael R. Matacunas to the Board; FOR the election of Mr. James R. Brown and Mr. Panagiotis Lazaretos to the Board. PROPOSAL 2 - AGAINST the ratification, on an advisory basis, of the use of BDO USA, P.C. as the independent registered accounting firm for the corporation and its subsidiaries for the year ending December 31, 2025. PROPOSAL 3 - AGAINST the advisory vote on the compensation of the named executive officers. PROPOSAL 4 - FOR A ONE (1) YEAR REVIEW PERIOD in respect of the advisory vote on whether the corporation should request an advisory vote from its stockholders respecting compensation of the named executive officers every one (1), two (2) or three (3) years (i.e., "Say on Frequency"). PROPOSAL 5 - AGAINST the authorization of the 2025 Stock Compensation Plan. IMPORTANT NOTICES: THIS IS NOT A PROXY SOLICITATION AND NO PROXY CARDS WILL BE ACCEPTED. PLEASE DO NOT SEND YOUR PROXY TO MR BROWN. TO VOTE YOUR PROXY, PLEASE FOLLOW THE INSTRUCTIONS ON YOUR PROXY CARD. THE FOREGOING INFORMATION MAY BE DISSEMINATED TO COMPANY SHAREHOLDERS VIA TELEPHONE, U.S. MAIL, E-MAIL, CERTAIN WEBSITES AND CERTAIN SOCIAL MEDIA VENUES, IN ADDITION TO PRESS RELEASE. THIS DOCUMENT SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE, OR AS A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY, OR A RECOMMENDATION OF HOW TO VOTE. THE COST OF DISSEMINATING THE FOREGOING INFORMATION TO SHAREHOLDERS IS BEING BORNE ENTIRELY BY MR. BROWN. THE INFORMATION CONTAINED HEREIN HAS BEEN PREPARED FROM SOURCES BELIEVED RELIABLE BUT IS NOT GUARANTEED BY MR. BROWN AS TO ITS TIMELINESS OR ACCURACY, AND IS NOT A COMPLETE SUMMARY OR STATEMENT OF ALL AVAILABLE DATA. THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS A RESEARCH REPORT. Disclaimers The views expressed herein are those of Mr. Brown as of the date referenced and are subject to change at any time based on market or other conditions. These views are not intended to be a forecast of future events or a guarantee of future results. These views may not be relied upon as investment advice. The information provided in this material should not be considered a recommendation to buy or sell any of the securities mentioned. It should not be assumed that investments in such securities have been or will be profitable. This document is rendered solely for informational purposes. This filing is in connection with the planned vote by Mr. Brown (which he reserves the right to modify without notice) at the June 12, 2025, meeting of the Company's shareholders called by the Board. It is not a recommendation for how any shareholder's shares should be voted (for, against or abstain) in connection with any of the directors or proposals set forth in the Company's proxy statement. It is not an attempt to either appoint or remove any director. Press inquiries: please contact Robert Brown via email at rbrown6@ # # # 1 Robert G. Brown, Statement of Changes in Beneficial Ownership (Form 4/A) (May 12, 2025). 2 SPAR Grp., Inc. Annual Report 33 (Form 10-K) (May 16, 2025), see sections Consolidated Statements of Operations and Comprehensive (Loss) Income. 3 SPAR Grp., Inc., Schedule 14A 25 (Form DEF14A) (May 23, 2025). 4 SPAR Grp., Inc., Current Report Exh. 99.1, (Form 8-K) (Jan. 3, 2025). 5 SPAR Grp., Inc., Current Report (Form 8-K) (Apr. 23, 2025). 6 SPAR Grp., Inc., Current Report Exh. 99.1 (Form 8-K) (Apr. 23, 2025). 7 SPAR Grp., Inc., Schedule 14A 23 (Form DEF14A) (May 23, 2025). 8 Amended and Restated Bylaws, adopted effective as of January 18, 2022, attached as Exhibit 3.3 to the Company's Current Report (Form 8-K) (Jan. 25, 2022) (hereinafter referred to as the "A&R Bylaws") (Mr. Brown alleges (x) that the Company's failure to have a Board of 7 members for the calendar year of 2024 was a violation of Section 3.01 of the A&R Bylaws; (y) the terms of the written letter of resignations for directors was changed to terms other than as specified in Section 3.11 of the Bylaws; and (z) Section 3.09 provides that the shareholders may remove a director, but the Board requires each director to execute a resignation letter that permits other members of the Board to remove such director). 9 SPAR Grp., Inc., Schedule 14A (Form DEF14A) (May 23, 2025). 10 SPAR Grp., Inc., Schedule 14A (Form DEF14A) (May 23, 2025). 11 SPAR Grp., Inc., Current Report, Exh. 99.1, (Form 8-K) (Jan. 3, 2025); SPAR Grp., Inc., (Form 8-K) (Mar. 11, 2025). 12 SPAR Grp., Inc., Annual Report. 33 (Form 10-K) (May 16, 2025), see Consolidated Statements of Operations and Comprehensive (Loss) Income. 13 2022 Policy Guidelines, Glass Lewis, 27 (last visited May 30, 2025) United States Proxy Voting Guidelines, Glass Lewis, 33 (Jan. 9, 2025) 14 A&R Bylaws Sections 2.02 and 2.11(a). 15 A&R Bylaws Sections 3.04, 4.04 and 5.05. 16 Id. 17 SPAR Grp., Inc., Current Report (Form 8-K) (July 12, 2022) (Proposal (ii), the ratification of the appointment of BDO USA, LLP, as the independent registered accounting firm received 7,613,862 votes against, and only 6,925,283 votes "for"). 18 Mr. Brown currently is in a dispute with the Company over certain provisions of the Change of Control, Voting and Restricted Stock Agreement, dated as of January 28, 2022 (Exhibit 10.1 of the Company's Current Report Form 8-K filed Jan. 28, 2022), having alleged that the Company is in breach of various terms therein. 19 SPAR Grp., Inc., Current Report (Form 8-K) (Aug. 30, 2024). 20 SPAR Grp., Inc., Current Report (Form 8-K) (Aug. 30, 2024), (Exh. 2.1: Agreement and Plan of Merger, by and among Highwire Capital LLC, Highwire Merger Co 1, Inc., and SPAR Group Inc. (the "Merger Agreement"), Section 7.02 and Covenants in Section 5.01). 21 SPAR Grp., Inc., Current Report (Form 8-K) (May 23, 2025). 22 SPAR Grp., Inc., Current Report (Form 8-K) (June 5, 2024) (announcing Letter of Intent with Highwire); SPAR Group, Inc. (SGRP) Stock Declines While Market Improves: Some Information for Investors, Zacks, (last visited May 30, 2025) (year-to-year decline of approximately 60%). 23 Mike Matacunas, LinkedIn, (last visited June 2, 2025); see also About Us, Qantm Creative (last visited June 2, 2025). 24 About Us, Qantm Creative (last visited June 2, 2025). To view the source version of this press release, please visit Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
10-06-2025
- Business
- Yahoo
Payoneer Global Announces Partial Adjournment of 2025 Annual Meeting of Stockholders
NEW YORK, June 10, 2025--(BUSINESS WIRE)--Payoneer Global Inc. ("Payoneer" or the "Company") (NASDAQ: PAYO), the global financial technology company powering business growth across borders, today announced that the Company's 2025 Annual Meeting of Stockholders (the "Meeting") was convened on June 10, 2025, at 8:00 a.m. (Eastern Time) and was adjourned with respect to the proposal to begin a process to declassify the board of directors of the Company (identified as Proposal 4 in the Proxy Statement (defined below)) and the proposal that would allow stockholders to amend the Company's bylaws and approve amendments to the Company's certificate of incorporation with a simple majority vote (identified as Proposal 5 in the Proxy Statement). The Company will announce the results concerning the other proposals presented at the Meeting in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission (the "SEC"). The Meeting was adjourned with respect to Proposals 4 and 5 to allow additional time for stockholders to submit proxies on Proposals 4 and 5, which are set forth in the Company's definitive proxy statement filed with the SEC on April 28, 2025 (the "Proxy Statement"). The Meeting will reconvene with respect to Proposals 4 and 5 on June 16, 2025, at 8:30 a.m. (Eastern Time) virtually at The record date for the Meeting remains the same, April 14, 2025. Stockholders of record may attend the virtual webcast meeting on June 16, 2025, 8:30 a.m. (Eastern Time) by logging in to the website above. During the adjournment, the Company will continue to solicit votes from its stockholders regarding Proposals 4 and 5 set forth in the Proxy Statement. Stockholders who have already submitted their proxies to have their shares voted on Proposals 4 and 5 do not need to re-submit proxies. Proxies previously submitted in respect of Proposals 4 and 5 will be voted at the reconvened Meeting. Any proxies submitted in respect of the other proposals contained within the Proxy Statement will not affect the outcome of such proposals, as the polls for such proposals are now closed. Stockholders may use the proxy card that they were originally provided with or vote in the manner as set forth in the Proxy Statement. Stockholders who have questions or require any assistance in submitting their proxies to have their shares voted with respect to Proposals 4 and 5 may contact the Company's proxy solicitor, Sodali & Co., toll-free at (800) 662-5200. Payoneer encourages all stockholders of record that have not yet submitted proxies to submit proxies in favor of Proposals 4 and 5 and to do so promptly. About Payoneer Payoneer is the financial technology company empowering the world's small and medium-sized businesses to transact, do business, and grow globally. Payoneer was founded in 2005 with the belief that talent is equally distributed, but opportunity is not. It is our mission to enable any entrepreneur and business anywhere to participate and succeed in an increasingly digital global economy. Since our founding, we have built a global financial stack that removes barriers and simplifies cross-border commerce. We make it easier for millions of SMBs, particularly in emerging markets, to connect to the global economy, pay and get paid, manage their funds across multiple currencies, and grow their businesses. View source version on Contacts Investor Contact: Michelle Wanginvestor@ Media Contact: Angela SullivanPR@ Error while retrieving data Sign in to access your portfolio Error while retrieving data Error while retrieving data Error while retrieving data Error while retrieving data
