Flexible Solutions International Inc DEF 14A, filed Jan 17, 2020
Flexible Solutions International Inc (FSI)
About this DEF 14A
Flexible Solutions International Inc filed this DEF 14A on January 17, 2020.
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
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(Name of Registrant as Specified In Its Charter)
William T. Hart - Attorney for Registrant
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(Name of Person(s) Filing Proxy Statement)
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FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
6001 54 Ave.
Taber, AB
Canada T1G 1X4
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD February 27, 2020
To the Shareholders:
Notice is hereby given that the annual meeting of the shareholders of
Flexible Solutions International, Inc. ("Flexible Solutions") will be held at Unit 15 - 6782 Veyaness Rd., Saanichton, BC Canada V8M 2C2 on February 27, 2020, at 6:00 p.m. Pacific Time, for the following purposes:
(1) to elect the directors who shall constitute the Company's Board of
Directors for the ensuing year;
(2) to approve on an advisory basis, the compensation of the Company's
executive officers;
(3) to ratify the appointment of Morgan and Company, LLP as the Company's
independent registered public accounting firm for the fiscal year
ending December 31, 2019; and
to transact such other business as may properly come before the meeting.
January 16, 2020 is the record date for the determination of shareholders
entitled to notice of and to vote at such meeting. Shareholders are entitled to one vote for each share held. As of January 16, 2020 there were 12,235,545 outstanding shares of the Company's common stock.
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
January 16, 2020 Daniel B. O'Brien, President
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE
ATTACHED PROXY CARD, AND SIGN, DATE AND
RETURN THE PROXY CARD.
TO SAVE THE COST OF FURTHER SOLICITATION,
PLEASE VOTE PROMPTLY
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
6001 54 Ave.
Taber, AB
Canada T1G 1X4
(250) 477-9969
PROXY STATEMENT
The accompanying proxy is solicited by the Company's directors for voting
at the annual meeting of shareholders to be held on February 27, 2020, at 6:00 p.m. Pacific Time, and at any and all adjournments of such meeting. If the proxy is executed and returned, it will be voted at the meeting in accordance with any instructions, and if no specification is made, the proxy will be voted for the proposals set forth in the accompanying notice of the annual meeting of shareholders. Shareholders who execute proxies may revoke them at any time before they are voted, either by writing to the Company at the address shown above or in person at the time of the meeting. Additionally, any later dated proxy will revoke a previous proxy from the same shareholder. This proxy statement was posted on the Company's website on January 16, 2020.
There is one class of capital stock outstanding. Provided a quorum
consisting of one-third of the shares entitled to vote is present at the meeting, the affirmative vote of a majority of the shares of common stock voting in person or represented by proxy is required to elect directors and to adopt the other proposals to come before the meeting. Cumulative voting in the election of directors is not permitted.
Shares of the Company's common stock represented by properly executed
proxies that reflect abstentions or "broker non-votes" will be counted as present for purposes of determining the presence of a quorum at the annual meeting. "Broker non-votes" represent shares held by brokerage firms in "street-name" with respect to which the broker has not received instructions from the customer or otherwise does not have discretionary voting authority. Abstentions and broker non-votes will not be counted as having voted against the proposals to be considered at the meeting.
PRINCIPAL SHAREHOLDERS
The following table lists, as of January 16, 2020, the shareholdings of (i)
each person owning beneficially 5% or more of the Company's common stock (ii) each officer of the Company, (iii) each person nominated to be a director, and (iv) all officers and nominees to the Board of Directors as a group. Unless otherwise indicated, each owner has sole voting and investment powers over his shares of common stock.
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Name and Address Number of Shares (1) Percent of Class
Officers and Directors
Daniel B. O'Brien 4,521,900 37.0% 6001 54 Ave. Taber, AB Canada T1G 1X4
John Bientjes -- -- 46081 Greenwood Drive Chilliwack, BC Canada V2R 4C9
Robert Helina 30,000 0.2% 6001 54 Ave. Taber, AB Canada T1G 1X4
Dr. Thomas Fyles 15,000 0.1% Box 3065 Victoria, BC Canada V8W 3V6
Ben Seaman -- -- Unit 605 55 E. Cordova St. Vancouver BC Canada V6A 0A5
David Flynn -- -- 202-2526 Yale Court, Abbotsford, BC Canada V2S 8G9
All Officers and Directors 4,566,900 37.3% as a Group (6 persons)
Other Principal Shareholders
Comprehensive Financial Planning, Inc. 960,481 7.8% 3950 Fairlane Dr. Dacula, GA 30019
(1) Includes shares which may be acquired on the exercise of the stock options listed below, all of which were exercisable as of January 16, 2020.
2
Shares Issuable Upon Exercise
Name the Exercise of Options Price Expiration Date
Robert Helina 5,000 $1.42 December 31, 2021 5,000 $1.70 December 31, 2022 5,000 $3.46 December 31, 2023
ELECTION OF DIRECTORS
Unless the proxy contains contrary instructions, it is intended that the
proxies will be voted for the election of the persons listed below to serve as members of the board of directors until the next annual meeting of shareholders and until their successors shall be elected and shall qualify.
All nominees to the Board of Directors have consented to stand for
re-election. In case any nominee shall be unable or shall fail to act as a director by virtue of an unexpected occurrence, the proxies may be voted for such other person or persons as shall be determined by the persons acting under the proxies in their discretion.
Daniel O'Brien and John Bientjes have served as directors for a significant
period of time and each of those directors' long-standing experience with the Company benefits both the Company and its shareholders. Robert Helina is qualified to act as a director due to his longstanding financial experience. Dr. Fyles is qualified to act as a director due to his experience in chemistry. Ben Seaman is familiar with the Company and is qualified to act as a director due to his experience in marketing and distribution. David Fynn has accounting experience which benefits both the Company and its shareholders.
Information concerning the nominees to the Company's Board of Directors
follows:
Name Age Position
----- --- --------
Daniel B. O'Brien 63 President, Director
John H. Bientjes 67 Director
Robert Helina 54 Director
Thomas Fyles 68 Director
Ben Seaman 39 Director
David Fynn 62 Director
Directors are elected annually and hold office until the next annual
meeting of our stockholders and until their successors are elected and qualified. All executive offices are chosen by the board of directors and serve at the board's discretion.
Daniel B. O'Brien has served as the Company's President and Chief Executive
Officer, as well as a director of the Company since June 1998. He has been involved in the swimming pool industry since 1990, when he founded the Company's subsidiary, Flexible Solutions Ltd. From 1990 to 1998 Mr. O'Brien was also a teacher at Brentwood College where he was in charge of outdoor education.
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John H. Bientjes has been a director of the Company since February 2000.
Since 1984, Mr. Bientjes has served as the manager of the Commercial Aquatic Supplies Division of D.B. Perks & Associates, Ltd., located in Vancouver, British Columbia, a company that markets supplies and equipment to commercial swimming pools which are primarily owned by municipalities. Mr. Bientjes graduated in 1976 from Simon Fraser University in Vancouver, British Columbia with a Bachelor of Arts Degree in Economics and Commerce.
Robert T. Helina has been a director since October 2011. Mr. Helina has
been involved in the financial services industry for over 25 years which has given him extensive knowledge in business, economics and finance. His specially is in corporate finance and capital markets. Mr. Helina holds a Bachelor of Arts degree from Trinity Western University.
Thomas M. Fyles has been a director of the Company since August 2012. Since
1979 Dr. Fyles has been a chemistry professor at the University of Victoria (Assistant Professor 1979-1984/Associate Professor 1984-1992/and Professor with Tenure since 1992) Dr. Fyles received his Bachelor of Science degree (with honors) from the University of Victoria in 1974 and his Ph.D. in chemistry from York University in 1977. Dr. Fyles was a postdoctoral fellow with Prof. J.M. Lehn, Institut Le Bel, Universite Louis Pasteur, Strasbourg, France, between September 1977 and July 1979.
Ben Seaman has been a director of the Company since October 2016. Mr.
Seaman has been the CEO of Eartheasy.com Sustainable Living Ltd since 2007, growing the company from $50K to over $25M in annual revenue. His company has contributed over $1M towards clean water projects in Kenya since 2013, and has been recognized internationally by the Stockholm Challenge Award and the Outdoor Industry Inspiration Award in 2016. Prior to that, he worked in sales and investor relations at Flexible Solutions. Mr. Seaman graduated from the University of Victoria with a Bachelor of Science degree in 2004. He has significant experience in launching new products, marketing, distribution and e-commerce in both the US and Canada. He's a strong believer in the triple bottom line approach to business, giving consideration to social and environmental issues in addition to financial performance.
David Fynn has been a director of the Company since October 2016. Mr. Fynn
is a Canadian Chartered Professional Accountant and services individuals/ companies in many sectors including mining and commodities in his private practice. David worked as a senior manager with KPMG in Canada and Ernst & Young in the United Kingdom and Saudi Arabia. Since 1996 he has been the principal of D.A. Fynn & Associates Inc., an accounting firm.
Daniel B. O'Brien devotes substantially all of his time to the Company's
business.
The Company's Board of Directors met twice during the year ended December
31, 2018. All of the Directors, attended this meeting either in person, by telephone conference call or by email.
The Company's Board of Directors does not have a "leadership structure", as
such, since each director is entitled to introduce resolutions to be considered by the Board and each director is entitled to one vote on any resolution considered by the Board. The Company's Chief Executive Officer is not the Chairman of the Company's Board of Directors.
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The Company's Board of Directors has the ultimate responsibility to
evaluate and respond to risks facing the Company. The Company's Board of Directors fulfills its obligations in this regard by meeting on a regular basis and communicating, when necessary, with the Company's officers.
John Bientjes, Dr. Thomas Fyles, Ben Seaman and David Flynn are independent
directors as that term is defined in section 803 of the listing standards of the NYSE American.
For purposes of electing directors at its annual meeting the Company does
not have a nominating committee or a committee performing similar functions. The Company's Board of Directors does not believe a nominating committee is necessary since the Company's Board of Directors is small and the board of directors as a whole performs this function. The current nominees to the Board of Directors were selected by a majority vote of the Company's independent directors.
The Company does not have any policy regarding the consideration of
director candidates recommended by shareholders since a shareholder has never recommended a nominee to the board of directors. However, the Company's board of directors will consider candidates recommended by shareholders. To submit a candidate for the board of directors the shareholder should send the name, address and telephone number of the candidate, together with any relevant background or biographical information, to the Company's Chief Executive Officer, at the address shown on the cover page of this proxy statement. The board has not established any specific qualifications or skills a nominee must meet to serve as a director. Although the board does not have any process for identifying and evaluating director nominees, the board does not believe there would be any differences in the manner in which the board evaluates nominees submitted by shareholders as opposed to nominees submitted by any other person. There have been no material changes to the procedures by which security holders may recommend nominees to the Company's board of directors during the past three years.
The Company does not have a policy with regard to board member's attendance
at annual meetings. All board members attended in person or via conference the last annual shareholder's meeting held on November 20, 2018.
Holders of the Company's common stock can send written communications to
the Company's entire board of directors, or to one or more board members, by addressing the communication to "the Board of Directors" or to one or more directors, specifying the director or directors by name, and sending the communication to the Company's offices in Taber, Alberta. Communications addressed to the Board of Directors as whole will be delivered to each board member. Communications addressed to a specific director (or directors) will be delivered to the director (or directors) specified.
Security holder communications not sent to the board of directors as a
whole or to specified board members are not relayed to board members.
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The Company has adopted a Code of Ethics that applies to the its Principal
Financial and Accounting Officer, as well as the other company employees. The Code of Ethics is available at the Company's website at www.flexiblesolutions.com.
If a violation of the code of ethics act is discovered or suspected, an
officer of the Company must (anonymously, if desired) send a detailed note, with relevant documents, to the Company's Audit Committee, c/o John Bientjes, 46081 Greenwood Drive, Chilliwack, BC Canada V2R 4C9
Executive Compensation
The following table shows in summary form the compensation earned by (i)
the Company's Principal Executive and Financial Officer and (ii) by each other executive officer of the Company who earned in excess of $100,000 during the fiscal years ended December 31, 2018 and 2017:
~~All Other Restric- Annual ted Stock Options Compen-Name and Princi- Fiscal Salary Bonus Awards Awards sation pal Position Year (1) (2) (3) (4) (5) Total---------------- ------ ------ ----- --------- ------ ------- ------Daniel B. O'Brien 2018 $ 898,166 -- -- -- -- $898,166President, Principal 2017 $ 901,605 -- -- -- -- $901,605Executive andFinancial Officer~~
~~(1) The dollar value of base salary (cash and non-cash) earned.(2) The dollar value of bonus (cash and non-cash) earned.(3) During the periods covered by the table the fair value of stock issued for services computed in accordance with ASC 718 on the date of grant.(4) During the periods covered by the table the fair value of options granted computed in accordance with ASC 718 on the date of grant.(5) All other compensation received that could not properly be reported in any other column of the table.Non-Qualified Stock Option Plan In August 2014 the Company adopted a Non-Qualified Stock Option Plan whichauthorizes the issuance of up to 1,500,000 shares of the Company's common stockto persons that exercise options granted pursuant to the Plan. The Company'semployees, directors, officers, consultants and advisors are eligible to begranted options pursuant to the Non-Qualified Plan. 6 The Plan is administered by the Company's Compensation Committee. TheCommittee is vested with the authority to determine the number of sharesissuable upon the exercise of the options, the exercise price and expirationdate of the options, and when, and upon what conditions options granted underthe Plan will vest or otherwise be subject to forfeiture and cancellation. During the fiscal year ended December 31, 2018, the Company issued 110,000options pursuant to the Non-Qualified Plan. During the fiscal year ended December 31, 2018, no options were granted tothe Company's officers or directors and 5,000 stock options were exercised byRobert Helina, one of the Company's directors, at a price of $1.00 per share. The following table shows information concerning the options granted to theCompany's officers or directors that expired during the fiscal year endedDecember 31, 2018: Options Expired -------------------------------------------------- Remaining Number Exercise Contractual Name of Options Price Term (Years) ---- ---------- --------- ------------ John Bientjes 5,000 $1.00 Nil The following table shows the weighted average exercise price of theoutstanding options granted pursuant to the Company's Non-Qualified Stock OptionPlan as of December 31, 2018, the Company's most complete fiscal year: Number of Securities Remaining Available for Number of Future Issuance Securities to Weighted- Under Equity be Issued Average Compensation Upon Exercise Exercise (Excluding Total Shares of Price of Securities Reserved Outstanding Outstanding ReflectedPlan Category Under Plans Options Options in Column (a)) ------------ ------------- ----------- ---------------- (a) (b) (c) Non-Qualified Stock Option Plan 1,500,000 660,000 1.35 751,000 The Company's Non-Qualified Stock Option Plan has been approved by theCompany's shareholders. As of January 16, 2020 options to purchase 594,000 shares of the Company'scommon stock were outstanding under the Non-Qualified Stock Option Plan. Theexercise price of these options varies between $0.75 and $3.46 per share. Theoptions expire at various dates between December 31, 2020 and December 31, 2024. 7Director Compensation The Company reimburses directors for any expenses incurred in attendingboard meetings. The Company also compensates directors $5,000 annually for eachyear that they serve. The Company's directors received the following compensation during the yearended December 31, 2018:Name Paid in Cash Stock Awards (1) Option Awards (2)---- ------------ ---------------- -----------------John H. Bientjes $5,000 -- --Robert Helina $5,000 -- --Dr. Thomas Fyles $5,000 -- --Ben Seaman $5,000 -- --David Fynn $5,000 -- --(1) The fair value of stock issued for services computed on the date of grant.(2) The fair value of options granted computed in accordance with on the date of grant. The terms of outstanding options held by the following persons as ofJanuary 16, 2020 are shown below.Name Option Price No. of Options Expiration Date---- ------------ -------------- ---------------Robert Helina $1.42 5,000 December 31, 2021Robert Helina $1.70 5,000 December 31, 2022Robert Helina $3.46 5,000 December 31, 2023Robert Helina $2.44 5,000(1) December 31, 2024(1) Options are not exercisable until December 31, 2020.Compensation Committee The Company's Compensation Committee consists of John Bientjes, Ben Seamanand David Fynn, all of whom are independent as that term is defined in Section803 of the listing standards of the NYSE American. The Compensation Committee is empowered to review and approve the annualcompensation and compensation procedures for the Company's officers anddetermines the total compensation level for the Company's Chief ExecutiveOfficer. The total proposed compensation of the Company's Chief ExecutiveOfficer is formulated and evaluated by its Chief Executive Officer and submittedto the Company's Compensation Committee for consideration. During the year ended December 31, 2018 the Compensation Committee metonce. All members of the Compensation Committee attended this meeting. 8 During the year ended December 31, 2018, Daniel B. O'Brien, the Company'sonly executive officer, did not participate in deliberations of the Company'sCompensation Committee concerning executive officer compensation. During the year ended December 31, 2018, no director of the Company wasalso an executive officer of another entity, which had an executive officer ofthe Company serving as a director of such entity or as a member of theCompensation Committee of such entity. The following is the report of the Compensation Committee: The key components of the Company's executive compensation program includeannual base salaries and long-term incentive compensation consisting of stockoptions. It is the Company's policy to target compensation (i.e., base salary,stock option grants and other benefits) at approximately the median ofcomparable companies in the industries in which the Company competes.Accordingly, data on compensation practices followed by other companies in theindustries in which the Company competes is considered. The Company's long-term incentive program consists exclusively of periodicgrants of stock options with an exercise price equal to the fair market value ofthe Company's common stock on the date of grant. To encourage retention, theability to exercise options granted under the program may be subject to vestingrestrictions. Decisions made regarding the timing and size of option grants takeinto account the performance of both the Company and the employee, "competitivemarket" practices, and the size of the option grants made in prior years. Theweighting of these factors varies and is subjective. Current option holdings arenot considered when granting options. The foregoing report has been approved by the members of the CompensationCommittee: John Bientjes Ben Seaman David FynnAudit Committee The Company's Audit Committee presently consists of John Bientjes, BenSeaman and David Fynn all of whom are independent directors and have strongfinancial backgrounds. The purpose of the Audit Committee is to review andapprove the selection of the Company's auditors and review the Company'sfinancial statements with the Company's independent registered public accountingfirm. The Audit Committee also serves as an independent and objective party tomonitor the Company's financial reporting process and internal control systems.The Audit Committee meets periodically with management and the Company'sindependent auditors. During the fiscal year ended December 31, 2018, the Audit Committee metfour times. All members of the Audit Committee attended these meetings. 9 The following is the report of the Audit Committee: (1) The Audit Committee reviewed and discussed the Company's audited financial statements for the year ended December 31, 2018 with the Company's management. (2) The Audit Committee discussed with the Company's independent registered public accounting firm the matters required to be discussed by Statement on Accounting Standards (SAS) No. 61 "Communications with Audit Committee" as amended by SASs 89 and 90. (3) The Audit Committee has received the written disclosures and the letter from the Company's independent registered public accounting firm required by PCAOB (Public Company Accounting Oversight Board) standards, and had discussed with the Company's independent registered public accounting firm the independent registered public accounting firm's independence. (4) Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2018 for filing with the Securities and Exchange Commission. (5) During the year ended December 31, 2018 the Company paid Meyers Norris Penny LLP, the Company's former independent registered public accounting firm, audit and audit related fees of $67,493 for professional services rendered for the audit of the Company's annual financial statements and the reviews of the financial statements included in the Company's 10-Q reports for the fiscal year and all regulatory filings. (6) The Audit Committee is of the opinion that these fees are consistent with maintaining its independence from the Company. The foregoing report has been approved by the members of the AuditCommittee: John Bientjes Ben Seaman David Fynn The Company's Board of Directors has adopted a written charter for theAudit Committee, a copy of which is available on the Company's website:www.flexiblesolutions.com. ADVISORY VOTE ON EXECUTIVE COMPENSATION The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, orthe Dodd-Frank Act, enables the Company's shareholders to vote to approve, on anonbinding advisory basis, the compensation of the Company's executive officers. 10 Accordingly, the Company will ask shareholders to vote for the followingresolution at the annual meeting: "RESOLVED, that the Company's shareholders approve, on a nonbinding advisory basis, the compensation of the Company's executive officers, as disclosed in the Company's Proxy Statement for the Annual Meeting of Shareholders to be held February 27, 2020 pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Executive Compensation Table and the other related tables and narrative disclosure in the Company's proxy statement." To the extent there is any significant vote against the named executiveofficer compensation as disclosed in this proxy statement, the Company's Boardof Directors and its Compensation Committee will consider shareholders' concernsand the Compensation Committee will evaluate whether any actions are necessaryto address those concerns. The Board of Directors recommends that the shareholders approve on anonbinding advisory basis the resolution approving the compensation of theCompany's executive officers set forth in this proxy statement. The Company has elected to have the advisory vote on executive compensationsubmitted to its shareholders at each annual meeting. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Meyers, Norris, Penny served as the Company's independent registered publicaccounting firm for the fiscal years ended December 31, 2018 and 2017. The following table shows the aggregate fees billed to the Company duringthe years ended December 31, 2018 and 2017 by Meyers Norris Penny LLP: Year Ended December 31, 2018 2017 ---- ----Audit Fees $67,493 $72,375Audit-Related Fees -- --Tax Fees $ 9,090 $ 1,134All Other Fees -- -- Audit fees represent amounts billed for professional services rendered forthe audit of the Company's annual financial statements and the reviews of thefinancial statements included in the Company's 10-Q reports for the fiscal yearand all regulatory filings. Audit-related fees represent amounts billed forreviewing amendments to the Company's 10-K and 10-Q reports. Before MeyersNorris Penny was engaged by the Company to render audit or non-audit services,the engagement was approved by the Company's audit committee. The Company'sBoard of Directors is of the opinion that the audit fees charged by MeyersNorris Penny are consistent with that firm maintaining its independence from theCompany. 11 On August 22, 2019 the Company dismissed MNP, LLP as its independentregistered public accounting firm. On August 22, 2019 the Company engaged Morgan and Company as itsindependent registered public accounting firm and the Board of Directorsselected Morgan and Company to audit the books and records of the Company forthe fiscal year ending December 31, 2019. A representative of Morgan and Company is not expected to be present at theshareholders' meeting. AVAILABILITY OF ANNUAL REPORT ON FORM 10-K The Company's Annual Report on Form 10-K/A for the year ending December 31,2018 will be sent to any shareholder of the Company upon request. Requests for acopy of this report should be addressed to the Company's Secretary at theaddress provided on the first page of this proxy statement. SHAREHOLDER PROPOSALS Any shareholder proposal which may properly be included in the proxysolicitation material for the annual meeting of shareholders following theCompany's year ending December 31, 2019 must be received by the Company'sSecretary no later than April 30, 2020. GENERAL The cost of preparing, printing and mailing the enclosed proxy,accompanying notice and proxy statement, and all other costs in connection withsolicitation of proxies will be paid by the Company including any additionalsolicitation made by letter, telephone or email. Failure of a quorum to bepresent at the meeting will necessitate adjournment and will subject the Companyto additional expense. The Company's annual report, including financialstatements for the 2018 fiscal year, is available at the Company's website:www.flexiblesolutions.com. The Company's Board of Directors does not intend to present and does nothave reason to believe that others will present any other items of business atthe annual meeting. However, if other matters are properly presented to themeeting for a vote, the proxies will be voted upon such matters in accordancewith the judgment of the persons acting under the proxies. Please complete, sign and return the attached proxy promptly. 12 PROXY CARD FLEXIBLE SOLUTIONS INTERNATIONAL, INC. This Proxy is solicited by the Company's Board of Directors The undersigned stockholder of Flexible Solutions International, Inc.acknowledges receipt of the Notice of the Annual Meeting of Stockholders to beheld February 27, 2020, at 6:00 p.m. local time, at Unit 15 - 6782 Veyaness Rd.,Saanichton, BC Canada V8M 2C2 and hereby appoints Daniel O'Brien with the powerof substitution, as Attorney and Proxy to vote all the shares of the undersignedat said annual meeting of stockholders and at all adjournments thereof, herebyratifying and confirming all that said Attorney and Proxy may do or cause to bedone by virtue hereof. The above named Attorney and Proxy is instructed to voteall of the undersigned's shares as follows:PROXY CARD (1) To elect the persons who shall constitute the Company's Board ofDirectors for the ensuing year. [ ] FOR all nominees listed below (except as marked to the contrary below) [ ] WITHHOLD AUTHORITY to vote for all nominees listed below(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE ALINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW) Nominees: Daniel B. O'Brien John H. Bientjes Robert Helina Thomas Fyles Ben Seaman David Fynn (2) To approve on an advisory basis, the compensation of the Company'sexecutive officers. [ ] FOR [ ] AGAINST [ ] ABSTAIN (3) To ratify the appointment of Morgan and Company, LLP as theCompany's independent registered public accounting firm for the fiscal yearending December 31, 2019. [ ] FOR [ ] AGAINST [ ] ABSTAIN To transact such other business as may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THEUNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTEDIN FAVOR OF ALL DIRECTORS AND ITEMS 2 AND 3. Dated this ____ day of _______________, 2020. --------------------------------------------- (Signature) --------------------------------------------- (Signature) Please sign your name exactly as it appears on your stock certificate. If shares are held jointly, each holder should sign. Executors, trustees, and other fiduciaries should so indicate when signing. Please Sign, Date and Return this Proxy so that your shares may be voted at the meeting. Send the proxy statement by regular mail, email, or fax to: Flexible Solutions International, Inc. Attn: Daniel B. O'Brien 6001 54 Ave. Taber, AB Canada T1G 1X4 Phone: 403 223 2995 Fax: 403 223 2905 Email: damera@flexiblesolutions.com 13 FLEXIBLE SOLUTIONS INTERNATIONAL, INC. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS Important Notice Regarding the Availability of Proxy Materials for theShareholder Meeting to Be Held on February 27, 2020. 1. This notice is not a form for voting. 2. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. 3. The Proxy Statement, Information Statement, Annual Report to Shareholders is available at http://flexiblesolutions.com/investor/ AGM_2019.shtml 4. If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before January 31, 2020 to facilitate timely delivery. The 2019 annual meeting of the Company's shareholders will be held Unit 156782 Veyaness Rd., Saanichton, BC Canada V8M 2C2 on February 27, 2020, at 6:00p.m. Pacific Time, for the following purposes: (1) to elect the directors who shall constitute the Company's Board of Directors for the ensuing year; (2) to approve on an advisory basis, the compensation of the Company's executive officers; (3) to ratify the appointment of Morgan and Company, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019; and to transact such other business as may properly come before the meeting. The Board of Directors recommends that shareholders vote FOR all directorsand proposals 2 and 3. January 16, 2020 is the record date for the determination of shareholdersentitled to notice of and to vote at such meeting. Shareholders may cast onevote for each share held. Shareholders may access the following documents at or http://flexiblesolutions.com/investor/AGM_2019.shtml: o Notice of the 2019 Annual Meeting of Shareholders o Company's 2019 Proxy Statement; o Company's Annual Report on form 10-K/A for the year ended December 31, 2018 o Proxy Card 14 Shareholders may request a paper copy of the Proxy Materials and Proxy Cardby calling 1-800-661-3560, by emailing the Company at http://flexiblesolutions.com/investor/AGM_2019.shtml, or by visiting http://flexiblesolutions.com/investor/AGM_2019.shtml and indicating if you want a paper copy of theproxy materials and proxy card: o for this meeting only, or o for this meeting and all other meetings. If you have a stock certificate registered in your name, or if you have aproxy from a shareholder of record on January 16, 2020, you can, if desired,attend the Annual Meeting and vote in person. Shareholders can obtain directionsto the 2019 annual shareholders' meeting at http://flexiblesolutions.com/investor/AGM_2019.shtml. Please visit www.flexiblesolutions.com to print and fill out the ProxyCard. Complete and sign the proxy card and mail the Proxy Card to: Flexible Solutions International, Inc. 6001 54 Ave. Taber, AB Canada T1G 1X4 15~~