Inuvo, Inc PRE 14A, filed Jul 15, 2020
Inuvo, Inc. (INUV)
PRE 14A
2020-07-15
For: 2020-09-10
View Original
Added on
October 15, 2026
SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment
No. )
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by the Registrant
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Preliminary
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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 Under Rule 14(a)(12)
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Inuvo, Inc.
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computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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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 the transaction:
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NOTICE OF VIRTUAL-ONLY 2020 ANNUAL MEETING OF
STOCKHOLDERS
____________________
TO BE HELD ON SEPTEMBER 10, 2020
We will
hold the virtual-only 2020 annual meeting of stockholders of Inuvo,
Inc. on Thursday, September 10, 2020 at 9:00 a.m. local time. At
the virtual-only annual meeting you will be asked to vote on the
following matters:
●
the
election of one Class III director;
●
the
ratification of the appointment of Mayer Hoffman McCann P.C. as our
independent registered public accounting firm;
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the
approval of an amendment to our Articles of Incorporation
increasing the number of authorized shares of our common stock;
and
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any
other business as may properly come before the
meeting.
The
board of directors has fixed the close of business on July 21, 2020
as the record date for determining the stockholders that are
entitled to notice of and to vote at the virtual-only 2020 annual
meeting and any adjournments thereof.
All
stockholders are invited to attend the virtual-only annual meeting.
In order to attend the virtual-only 2020 annual meeting,
stockholders must enter the control number found on their proxy
card or voting instruction form. Stockholders may vote and/or ask
questions during the virtual-only 2020 annual meeting by following
the instructions available on the meeting website at HTTPS://WWW.IPROXYDIRECT.COM/INUV.
Your
vote is important regardless of the number of shares you own.
Please vote your shares by proxy over the Internet by following the
instructions provided in the Notice of Internet Availability of
Proxy Materials, or, if you request printed copies of the proxy
materials by mail, you can also vote by mail, by telephone or by
facsimile.
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By
Order of the Board of Directors
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/s/ Richard K. Howe
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Little
Rock, Arkansas
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Richard
K. Howe
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July
24, 2020
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Chairman
and Chief Executive Officer
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Important Notice Regarding the
Availability of Proxy Materials for the virtual-only 2020 annual
meeting to be held on September 10, 2020. This proxy
statement, along with our Annual Report on Form 10-K for the year
ended December 31, 2019, as amended, are available free of charge
on our website www.inuvo.com.
INUVO, INC.
PROXY STATEMENT
VIRTUAL-ONLY 2020 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
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Page No.
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General
Information
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1
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Proposal
1 - Election of Class III Director
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3
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Proposal
2 - Ratification of appointment of Mayer Hoffman McCann
P.C.
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4
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Proposal
3 – Amendment to the Articles of Incorporation
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5
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Other
Matters
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6
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Dissenter’s
Rights
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6
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Corporate
Governance
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6
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Executive
Compensation
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12
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Principal
Stockholders
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19
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Certain
Relationships and Related Transactions
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20
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Stockholder
Proposals to be Presented at the Next Annual Meeting
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21
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Availability
of Annual Report on Form 10-K
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21
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Stockholders
Sharing the Same Last Name and Address
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21
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Where
You Can Find More Information
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21
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Exhibit
A:
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Form of
Articles of Amendment
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A-1
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FORWARD-LOOKING STATEMENTS
This proxy statement contains
“forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These
statements are based on our current expectations and involve risks
and uncertainties which may cause results to differ materially from
those set forth in the statements. The forward-looking statements
may include statements regarding actions to be taken in the future.
We undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise. Forward-looking statements should be evaluated together
with the many uncertainties that affect our business, particularly
those set forth in the section on forward-looking statements and in
the risk factors in Item 1.A of our Annual Report on Form 10-K for
the fiscal year ended December 31, 2019 as filed with the
Securities and Exchange Commission (the “SEC”) on May 12 2020, as amended as filed with
the SEC on June 22, 2020 (collectively, the
“2019
10-K”).
i
Stockholders Should Read the Entire Proxy Statement
Carefully Prior to Returning Their Proxies
PROXY STATEMENT
FOR
VIRTUAL-ONLY 2020 ANNUAL MEETING OF STOCKHOLDERS
General Information
The
accompanying proxy is solicited by the board of directors of Inuvo,
Inc. for use at our virtual-only 2020 annual meeting of
stockholders to be held on Thursday, September 10, 2020, or any
adjournment or postponement thereof, for the purposes set forth in
the accompanying Notice of Virtual-Only 2020 Annual Meeting of
Stockholders. The date of this proxy statement is July 24, 2020 the
approximate date on which this proxy statement and the enclosed
proxy were first sent or made available to our
stockholders.
This
proxy statement and the accompanying proxy card are being mailed to
owners of our common shares in connection with the solicitation of
proxies by the board of directors for the virtual-only 2020 annual
meeting of stockholders. The 2020 annual meeting will be held as a
virtual-only meeting. In order to attend the virtual-only 2020
annual meeting, stockholders must enter the control number found on
their proxy card or voting instruction form. Stockholders may vote
and/or ask questions during the virtual-only 2020 annual meeting by
following the instructions available on the meeting website
at
HTTPS://WWW.IPROXYDIRECT.COM/INUV. We
will pay the entire cost of preparing, assembling, printing,
mailing and distributing these proxy materials and soliciting
votes.
Electronic
access. To access
our proxy statement and 2019 10-K electronically, please visit our
corporate website at www.inuvo.com. The information
which appears on our website is not part of this proxy
statement.
Voting
securities. Only our
stockholders of record as of the close of business on July 21,
2020, the record date for the virtual-only 2020 annual meeting,
will be entitled to vote at the meeting and any adjournment
thereof. As of that date, there were 75,668,419 shares of our
common stock outstanding, all of which are entitled to vote with
respect to all matters to be acted upon at the virtual-only 2020
annual meeting. Each holder of record as of that date is entitled
to one vote for each share held. In accordance with our by-laws,
the presence of at least 33 1/3% of the voting power, regardless of
whether the proxy has authority to vote on all matters, constitutes
a quorum which is required in order to hold the virtual-only 2020
annual meeting and conduct business. Presence may be virtually in
person or by proxy. You will be considered part of the quorum if
you voted on the Internet, by telephone, by facsimile or by
properly submitting a proxy card or voting instruction form by
mail, or if you are virtually present and vote at the virtual-only
2020 annual meeting. Votes for and against, abstentions and
“broker non-votes” will each be counted as present for
purposes of determining the presence of a quorum.
Broker
non-votes. If you
are a beneficial owner whose shares are held of record by a broker,
bank or other nominee, you must instruct the broker, bank or other
nominee how to vote your shares. If you do not provide voting
instructions, your shares will not be voted on any proposal on
which the broker, bank or other nominee does not have discretionary
authority to vote. This is called a “broker non-vote.”
In these cases, the broker, bank or other nominee can register your
shares as being present at the virtual-only 2020 annual meeting for
purposes of determining the presence of a quorum, but will not be
able to vote on those matters for which specific authorization is
required. Your broker, bank or other nominee has discretionary
voting authority to vote your shares on the ratification of the
independent registered public accounting firm (proposal 2), even if
the broker, bank or other nominee does not receive voting
instructions from you. Your broker, bank or other nominee, however,
does not have discretionary authority to vote on any of the other
proposals to be considered at the virtual-only 2020 annual meeting
without instructions from you, in which case a broker non-vote will
occur and your shares will not be voted on these matters.
In any event, it is particularly
important that you instruct your broker as to how you wish to vote
your shares.
1
Voting of
proxies. All valid
proxies received prior to the meeting will be exercised. All shares
represented by a proxy will be voted, and where a proxy specifies a
stockholder’s choice with respect to any matter to be acted
upon, the shares will be voted in accordance with that
specification. If no choice is indicated on the proxy, the shares
will be voted by the individuals named on the proxy card as
recommended by the board of directors. A stockholder giving a proxy
has the power to revoke his or her proxy, at any time prior to the
time it is exercised, by delivering to our corporate secretary a
written instrument revoking the proxy or a duly executed proxy with
a later date, or by virtually attending the meeting and voting in
person. A stockholder wanting to vote in person at the virtual-only
2020 annual meeting and holding shares of our common stock in
street name must obtain a proxy card from his or her broker and
follow the instructions available on the meeting website at
HTTPS://WWW.IPROXYDIRECT.COM/INUV.
Vote required. The
one nominee receiving the greatest numbers of votes at the meeting,
assuming a quorum is present, will be elected as a Class III
director to serve until his term expires or until his successor has
been duly elected and qualified. Because directors are elected by
plurality, abstentions from voting and broker non-votes will be
entirely excluded from the vote and will have no effect on its
outcome. Assuming a quorum is present, proposals 2 and 3 must be
approved by the affirmative vote of a majority of the shares of
common stock present in person or by proxy at the virtual annual
meeting and entitled to vote. Abstentions will be counted in
tabulations of the votes cast on each such proposal and will have
the same effect as a vote against the proposal, whereas broker
non-votes will be excluded from the vote and will have no effect on
the outcome.
Board of directors
recommendations. The
board of directors recommends a vote FOR proposals 1, 2 and
3.
Attendance at the
virtual-only meeting. You are invited to attend the
virtual-only annual meeting only if you were an Inuvo stockholder
or joint holder as of the close of business on July 21, 2020, the
record date, or if you hold a valid proxy for the virtual-only
annual meeting. In addition, if you are a stockholder of record
(owning shares in your own name), your name will be verified
against the list of registered stockholders on the record date
prior to your being admitted to the virtual annual meeting. If you
are not a stockholder of record but hold shares through a broker or
nominee (in street name), you will need provide proof of beneficial
ownership on the record date, such as a recent account statement or
a copy of the voting instruction card provided by your broker or
nominee, and you will need to follow the instructions on the
meeting website at HTTPS://WWW.IPROXYDIRECT.COM/INUV.
The meeting will begin at 9:00 a.m., local time. Check-in will
begin at 8:45 a.m., local time.
Communications with our
board of directors. You may contact any of our directors by
writing to them c/o Inuvo, Inc., 500 President Clinton Avenue,
Suite 300, Little Rock, Arkansas 72201. Each communication should
specify the applicable director or directors to be contacted as
well as the general topic of the communication. We may initially
receive and process communications before forwarding them to the
applicable director. We generally will not forward to the directors
a stockholder communication that is determined to be primarily
commercial in nature, that relates to an improper or irrelevant
topic, or that requests general information about Inuvo. Concerns
about accounting or auditing matters or communications intended for
non-management directors should be sent to the attention of the
Chairman of the Audit Committee at the address above. Our directors
may at any time review a log of all correspondence received by
Inuvo that is addressed to the independent members of the board and
request copies of any such correspondence.
Who can help answer your
questions? If you have additional questions after reading
this proxy statement, you may seek answers to your questions by
writing, calling or emailing:
John B.
Pisaris, Esq.
General
Counsel
Inuvo,
Inc.
500
President Clinton Avenue
Suite
300
Little
Rock, Arkansas 72201
Telephone:
(501) 205-8508
Telecopier:
(877) 311-5050
email:
john.pisaris@inuvo.com
2
PROPOSAL 1
ELECTION OF CLASS III DIRECTOR
The
board, upon recommendation by the Nominating, Corporate Governance
and Compensation Committee, has nominated Mr. Charles D. Morgan for
re-election as a Class III director, to hold office until the 2023
annual meeting of stockholders or until his successor has been duly
elected and qualified. In the event Mr. Morgan is unable or
unwilling to serve as a director, the individual named as proxy on
the proxy card will vote the shares that he represents for election
of such other person as the board of directors may recommend. The
board has no reason to believe that Mr. Morgan will be unable or
unwilling to serve.
The
following is biographical information on the current members of our
board of directors:
Director Standing for Election as Class II director
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Name
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Age
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Positions
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Director Since
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Charles
D. Morgan
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77
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Director
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2009
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Charles D.
Morgan. Mr. Morgan has been a
member of our board of directors since June 2009. Since 2008, he
has been the Chief Executive Officer of First Orion Corp., a
private company that developed and markets PrivacyStar, an
application that helps protect the mobile phone users' privacy. He
also serves as a member and is the past Chairman of the Board of
Trustees of Hendrix College. Mr. Morgan has extensive experience
managing and investing in both private and public companies
including Acxiom Corporation (NasdaqGS: ACXM), an information
services company he helped grow from an early stage company to $1.4
billion in revenues during his tenure as Chief Executive Officer
from 1975 to 2008. Mr. Morgan has served on the board and in
various leadership roles with the Direct Marketing Association
(DMA) throughout his career, serving in 2001 as chairman of the DMA
board. Mr. Morgan was employed by IBM as a systems engineer for six
years prior to joining Acxiom, and he holds a mechanical
engineering degree from the University of
Arkansas.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
ELECTION
OF THE CLASS I DIRECTOR NOMINEE.
Directors Not Standing For Election
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Name
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Age
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Positions
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Director Since
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Richard
K. Howe
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58
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Executive
Chairman of the Board and Chief Executive Officer; Class I
Director
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2008
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Gordon
J. Cameron
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56
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Class I
Director
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2016
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G. Kent
Burnett
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75
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Class
II Director
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2016
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Class I Directors
Terms Expire at the 2021 Annual Meeting
Richard K.
Howe. Mr. Howe has been a
member of our board of directors since November 2008 and has served
as Executive Chairman of the board since March 2012 and as our
Chief Executive Officer since December 2012. Previously, he served
as our President and Chief Executive Officer from November 2008
until March 2012. Prior to joining Inuvo, Mr. Howe served as Chief
Marketing, Strategy and M&A Officer at the billion dollar
multi-channel marketing services leader Acxiom Corporation
(NasdaqGS: ACXM) where, since 2004, he led the company's transition
to online marketing services, the expansion into China and the
development of the big data consulting services group. From 2001 to
2004, he served as general manager of Global Marketing Services
(GMS) at Fair Isaac & Company (NYSE: FICO), a leading provider
of analytics products and services where he drove the company's
online initiatives. Between 1999 and 2001, Mr. Howe started, grew
and sold private Internet search innovator, ieWild. Mr. Howe has
over his career led the acquisition, merger or divestiture of a
dozen companies on three continents worth many hundreds of millions
of dollars to shareholders. Mr. Howe earned a bachelor’s
degree with distinction in engineering from Concordia University,
Canada, and he earned his master’s degree in engineering from
McGill University, Canada.
3
Gordon J.
Cameron. Mr. Cameron has been a
member of our board of directors since November 2016. He is a
business transformation executive with three decades of success in
growing businesses while managing risk. Mr. Cameron is currently
Chief Consumer Credit Risk Officer at Fifth Third Bank. Prior to
Fifth Third, Mr. Cameron was EVP of consumer risk at PNC Financial
Services from 2008 until 2019. He was the Chief Credit Officer,
Retail and Small Business Lending, at Canadian Imperial Bank of
Commerce from 2005 to 2008. Mr. Cameron was the Chief Scientist
Transaction Analytics, Global Account Management Solutions at Fair
Isaac Corporation FICO from 2001 to 2005. Prior to his tenure with
Fair Isaac Corporation, Mr. Cameron held executive positions at
IeWild Inc., HNC Software Inc., Advanta National Bank/Fleet, The
Cambell Group LTD and Fidelity Bank N.A. Mr. Cameron received a MBA
from Widener University School of Management and a B.S. in Finance
from Pennsylvania State University.
Class II Director
Term Expires at the 2022 Annual Meeting
Kent
Burnett. Mr. Burnett has been a member of our board of
directors since November 2016. He is a retired technology and
ecommerce executive. Mr. Burnett joined Dillard’s, Inc., one
of the nation’s largest fashion retailers, in 1979. Mr.
Burnett held various executive level technology positions at
Dillard’s, including Chief Information Officer, Western
Division Chairman and from 2009 to 2016 was Vice President of
Technology and Ecommerce. Prior to joining Dillard’s Mr.
Burnett held various marketing, technology and engineering
positions with IBM. Since 2012 he has been a member of the Board of
Directors of First Orion Corp., a phone call protection and data
provider, and from February 2012 to April 2013 he served as a
member of the Board of Directors of Acumen Brands, an ecommerce
retailer. Mr. Burnett received his undergraduate degree from the
University of Arkansas.
There
are no family relationships between any of the
directors.
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF MAYER HOFFMAN MCCANN
P.C.
The
Audit Committee has appointed Mayer Hoffman McCann P.C. as our
independent registered public accounting firm to audit our
consolidated financial statements for the fiscal year ending
December 31, 2020. Representatives of Mayer Hoffman McCann P.C.
will be present at the virtual-only 2020 annual meeting and will
have an opportunity to make a statement or to respond to
appropriate questions from stockholders. Although stockholder
ratification of the appointment of our independent auditor is not
required by our bylaws or otherwise, we are submitting the
selection of Mayer Hoffman McCann P.C. to our stockholders for
ratification to permit stockholders to participate in this
important corporate decision. If not ratified, the Audit Committee
will reconsider the selection, although the Audit Committee will
not be required to select a different independent auditor for our
company. Even if the appointment is ratified, the Audit Committee,
in its discretion, may direct the appointment of a different
independent registered public accounting firm at any time during
the year if the Audit Committee determines that such a change would
be in our best interests.
Fees
and services
The
following table shows the fees that were billed for the audit and
other services provided for the years indicated.
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2019
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2018
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Audit
Fees
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$288,350
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$262,000
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Audit-Related
Fees
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42,020
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32,000
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Tax
Fees
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-
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-
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All
Other Fees
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-
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-
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Total
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$330,370
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$294,000
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4
Audit Fees — This category
includes the audit of our annual financial statements, review of
financial statements included in our quarterly reports on Form 10-Q
and services that are normally provided by the independent
registered public accounting firm in connection with engagements
for those fiscal years. This category also includes advice on audit
and accounting matters that arose during, or as a result of, the
audit or the review of interim financial statements.
Audit-Related Fees — This
category consists of assurance and related services by the
independent registered public accounting firm that are reasonably
related to the performance of the audit or review of our financial
statements and are not reported above under “Audit
Fees.” The services for the fees disclosed under this
category include consultation regarding our correspondence with the
Securities and Exchange Commission and other accounting
consulting.
Tax Fees — This category consists
of professional services rendered by CBIZ MHM, an affiliate of our
independent registered public accounting firm, for tax compliance
and tax advice. The services for the fees disclosed under this
category include tax return preparation and technical tax
advice.
All Other Fees — This category
consists of fees for other miscellaneous items.
Mayer
Hoffman McCann P.C. leases substantially all of its personnel, who
work under the control of Mayer Hoffman McCann P.C. shareholders,
from wholly-owned subsidiaries of CBIZ, Inc., in an alternative
practice structure.
Our
board of directors has adopted a procedure for pre-approval of all
fees charged by our independent registered public accounting firm.
Under the procedure, the Audit Committee of the board approves the
engagement letter with respect to audit, tax and review services.
Other fees are subject to pre-approval by the Audit Committee of
the board. The audit fees paid to the auditors with respect to 2019
were pre-approved by the Audit Committee of the board of
directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
RATIFICATION
OF THE APPOINTMENT OF MAYER HOFFMAN MCCANN P.C.
PROPOSAL 3
APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO
INCREASE THE SHARES OF COMMON STOCK AUTHORIZED FROM 100,000,000 TO
200,000,000
Our board of directors has approved a proposal to
amend our articles of incorporation to increase the number of
authorized shares of our common stock from 100,000,000 to
200,000,000 in the form of the articles of amendment (the
“Amendment”)
attached to this proxy statement as Exhibit
A. Our board of directors
approved the Amendment on July 8, 2020, subject to stockholder
approval.
As of July 21, 2019, there were 75,668,419 shares
of our common stock outstanding, no preferred shares
outstanding, 2,256,659
shares of our common stock subject to
outstanding grants under our equity compensation plans including
our 2010 Equity Compensation Plan (“2010
Plan”) and our 2017
Equity Compensation Plan (“2017
Plan”) and an aggregate
of 236,776 shares of our common stock available for grants under
our 2017 Plan and our equity director’s plans. Our 2010 Plan
expired in April 2020, accordingly, there are no additional shares
reserved for issuance thereunder, although outstanding grants
remain.
The
Amendment amends our articles of incorporation, as previously
amended, to increase the number of authorized shares of our common
stock from 100,000,000 shares to 200,000,000 shares. The additional
shares of common stock to be authorized under the Amendment would
be identical to the shares of common stock now authorized. Our
stockholders will not have preemptive rights to acquire such shares
of our common stock.
The increase in the number of authorized shares of
our common stock will provide additional shares that will be
available for use by our board of directors as it deems appropriate
or necessary. The additional shares could be used, among other
things, for potential public or private financings to raise
additional capital, for the declaration of stock splits or stock
dividends, for acquisitions of other companies, for the expansion
of business operations, or for the issuance of stock under warrants
granted or to be granted in the future. However, we have no
specific plans or agreements at this time with respect to any
additional acquisitions or financing transactions and no assurances
can be given that an acquisition or financing transaction or
transactions will take place or will be available on terms that are
favorable to us. Other than as set forth herein,
there are currently no plans, agreements, arrangements, or
understanding, for the issuance of additional shares of our common
stock.
5
The
issuance of additional shares of our common stock may, among other
things, have a dilutive effect on the earnings per share and on the
equity and voting power of existing holders of our common stock and
may adversely affect the market price of our common stock. The
increase in the authorized number of shares of our common stock
could also have an anti-takeover effect as the availability for
issuance of additional shares of common stock could discourage, or
make more difficult, efforts to obtain control of Inuvo. For
example, without further stockholder approval, our board of
directors could strategically sell common stock in a private
transaction to purchasers who would oppose a takeover. In addition,
because stockholders do not have preemptive rights, the rights of
existing stockholders may (depending on the particular
circumstances in which the additional shares of common stock are
issued) be diluted by any such issuance and increase the potential
cost to acquire control of Inuvo. Although our board of directors
was motivated by business and financial considerations in adopting
the Amendment, and not by the threat of any attempt to accumulate
shares or otherwise gain control of Inuvo, stockholders should
nevertheless be aware that approval of the Amendment could
facilitate our efforts to deter or prevent changes of control in
the future if the mergers are not consummated. Our board of
directors does not intend to issue any additional shares of common
stock except on terms that it deems to be in the best interest of
Inuvo and our stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
AMENDMENT TO OUR ARTICLES OF INCORPORATION
OTHER MATTERS
As of
the date hereof, there are no other matters that we intend to
present, or have reason to believe others will present, at the
virtual-only 2020 annual meeting. If, however, other matters
properly come before the virtual-only 2020 annual meeting, the
accompanying proxy authorizes the person named as proxy or his
substitute to vote on such matters as he determines
appropriate.
DISSENTER'S RIGHTS
Under
Nevada law there are no dissenter's rights available to our
stockholders in connection with any matter submitted to a vote of
our stockholders at the virtual-only 2020 annual
meeting.
CORPORATE GOVERNANCE
We are
committed to maintaining the highest standards of honest and
ethical conduct in running our business efficiently, serving our
stockholders interests and maintaining our integrity in the
marketplace. To further this commitment, we have adopted our Code
of Conduct and Business Code of Ethics, which applies to all our
directors, officers and employees. To assist in its governance, our
board has formed two standing committees composed entirely of
independent directors, Audit and Nominating, Corporate Governance
and Compensation. A discussion of each committee’s function
is set forth below. Additionally, we have adopted and published to
all employees our Whistleblower Notice establishing procedures by
which any employee may bring to the attention of our Audit
Committee any disclosure regarding accounting, internal control or
other auditing issues affecting our company or any improper
activities of any officer or employee. Disclosure may be made
anonymously.
Our
bylaws, the charters of each board committee, the independent
status of a majority of our board of directors, our Code of Conduct
and Business Code of Ethics and our Whistleblower Notice provide
the framework for our corporate governance. Copies of our bylaws,
committee charters, Code of Conduct and Business Code of Ethics and
Whistleblower Notice may be found on our website at www.inuvo.com.
Copies of these materials also are available without charge upon
written request to our corporate secretary.
Board of directors
The
board of directors oversees our business affairs and monitors the
performance of management. In accordance with our corporate
governance principles, the board of directors does not involve
itself in day-to-day operations. The directors keep themselves
informed through discussions with the Executive Chairman and Chief
Executive Officer and our Chief Financial Officer and by reading
the reports and other materials that we send them and by
participating in board of directors and committee meetings.
Commencing with our 2008 annual meeting, our directors were divided
into three classes and designated Class I, Class II and Class III.
Directors may be assigned to each class in accordance with a
resolution or resolutions adopted by the board of directors.
Directors are elected for a full term of three years. Our directors
hold office until their successors have been elected and duly
qualified unless the director resigns or by reason of death or
other cause is unable to serve in the capacity of director. If any
director resigns, dies or is otherwise unable to serve out his or
her term, or if the board increases the number of directors, the
board may fill any vacancy by a vote of a majority of the directors
then in office, although less than a quorum exists. A director
elected to fill a vacancy shall serve for the unexpired term of his
or her predecessor. Vacancies occurring by reason of the removal of
directors without cause may only be filled by vote of the
stockholders.
6
Board leadership structure and board’s role in risk
oversight
Mr.
Richard K. Howe serves as both the Executive Chairman of our board
of directors and our Chief Executive Officer. Mr. Charles D.
Morgan, an independent director, serves as our Lead Independent
Director. Our board believes our current structure provides
independence and oversight, and facilitates the communication
between senior management and the full board of directors regarding
risk oversight, which the board believes strengthens its risk
oversight activities. Moreover, the structure allows the Executive
Chairman and Chief Executive Officer to better focus on his
responsibilities of running the company, enhancing stockholder
value and expanding and strengthening our business, while allowing
the Lead Independent Director to lead the board in its fundamental
role of providing independent oversight of management.
Risk is
inherent with every business, and how well a business manages risk
can ultimately determine its success. We face a number of risks,
including operational risks associated with our industry, credit
risk, interest rate risk, liquidity risk, operational risk,
strategic risk and reputation risk. Management is responsible for
the day-to-day management of the risks we face, while the board, as
a whole and through its committees, has responsibility for the
oversight of risk management. In its risk oversight role, the board
of directors has the responsibility to satisfy itself that the risk
management processes designed and implemented by management are
adequate and functioning as designed. To do this, the board of
directors meets regularly with management, as well as
independently, to review Inuvo's risks. Both our General Counsel
and our Chief Financial Officer attend many of the board meetings
and are available to address any questions or concerns raised by
any member of the board on risk management and any other matter.
The independent members of the board work together to provide
strong, independent oversight of our management and affairs through
the board's standing committees and, when necessary, special
meetings of independent directors. Our independent directors may
meet at any time in their sole discretion without any other
directors or representatives of management present. Each
independent director has access to the members of our management
team or other employees as well as full access to our books and
records. We have no policy limiting, and exert no control over,
meetings of our independent directors.
Board committees
The
board of directors has standing Audit and Nominating, Corporate
Governance and Compensation Committees. Each committee has a
written charter. The charters are available on our website at
www.inuvo.com.
Except as set forth below, all committee members are independent
directors. Information concerning the current membership and
function of each committee is as follows:
7
|
Director
|
Audit Committee Member
|
Nominating, Corporate Governance and Compensation Committee
Member
|
|
Charles
D. Morgan
|
|
✓
|
|
Gordon
J. Cameron
|
✓ (1)
|
✓
|
|
G. Kent
Burnett
|
✓
|
✓ (1)
|
(1) Denotes
Chairperson.
Board committees
Audit Committee
The
Audit Committee assists the board in fulfilling its oversight
responsibility relating to:
●
the
integrity of our financial statements;
●
our
compliance with legal and regulatory requirements; and
●
the
qualifications and independence of our independent registered
public accountants.
The
Audit Committee is composed of two directors, each of whom have
been determined by the board of directors to be independent as
defined by the NYSE American Company Guide. The board has
determined that each of Mr. Cameron and Mr. Burnett qualifies as an
“audit committee financial expert” as defined by the
SEC. During 2019, the Audit Committee held five
meetings.
Report of the Audit Committee of the Board of
Directors
The
primary function of the Audit Committee is to assist the board of
directors in its oversight of our financial reporting processes.
Management is responsible for the preparation, presentation and
integrity of the financial statements, including establishing
accounting and financial reporting principles and designing systems
of internal control over financial reporting. Our independent
auditors are responsible for expressing an opinion as to the
conformity of our consolidated financial statements with generally
accepted accounting principles and auditing management’s
assessment of the effectiveness of internal control over financial
reporting.
With
respect to the year ended December 31, 2019, in addition to its
other work, the Audit Committee:
|
●
|
reviewed
and discussed with management and Mayer Hoffman McCann P.C., our
independent registered public accounting firm, our audited
consolidated financial statements as of December 31, 2019 and the
year then ended;
|
|
|
|
|
●
|
discussed
with Mayer Hoffman McCann P.C. the matters required to be discussed
by Statement on Auditing Standards No. 61, “Communication with Audit Committees
,” as amended, with respect to its review of the findings of
the independent registered public accounting firm during its
examination of our consolidated financial statements;
and
|
|
|
|
|
●
|
received
from Mayer Hoffman McCann P.C. written affirmation of its
independence as required by the Independence Standards Board
Standard No. 1, “Independence Discussions with Audit
Committees .” In addition, the Audit Committee
discussed with Mayer Hoffman McCann P.C., its independence and
determined that the provision of non-audit services was compatible
with maintaining auditor independence.
|
8
The
audit committee recommended, based on the review and discussion
summarized above, that the board of Directors include the audited
consolidated financial statements in the 2019 10-K for filing with
the SEC.
|
Dated May 11, 2020
|
|
Audit Committee of the Board of Directors of Inuvo,
Inc.
|
|
|
|
|
|
|
|
/s/ Gordon J. Cameron, Chairman
|
|
|
|
/s/Patrick Terrell (1)
|
|
|
|
/s/ G. Kent Burnett
|
(1)
Mr. Terrell was a
member of the Audit Committee until his resignation from the board
of directors on June 30, 2020.
Nominating, Corporate Governance and Compensation
Committee
The
Nominating, Corporate Governance and Compensation Committee is
responsible for:
●
overseeing
our compensation programs and practices, including our executive
compensation plans and incentive compensation plans;
●
recommending
the slate of director nominees for election to our board of
directors;
●
identifying
and recommending candidates to fill vacancies occurring between
annual stockholder meetings;
●
reviewing
the composition of board committees; and
●
monitoring
compliance with, reviews, and recommends changes to our various
corporate governance policies and guidelines.
The
Chief Executive Officer provides input to the committee with
respect to the individual performance and compensation
recommendations for the other executive officers. The
committee’s charter authorizes the committee to retain an
independent consultant, and from time to time has done so. The
committee did not retain a consultant in 2019. The committee also
prepares and supervises the board’s annual review of director
independence and the board’s annual
self-evaluation.
A
majority of the persons serving on our board of directors must be
independent. Thus, the committee has considered transactions and
relationships between each director or any member of his immediate
family and us or our affiliates, including those reported under
“Certain Relationships and Related Transactions” below.
The committee also reviewed transactions and relationships between
directors or their affiliates and members of our senior management
or their affiliates. As a result of this review, the committee
affirmatively determined that each of Messrs. Morgan, Cameron and
Burnett are independent as defined by the NYSE American Company
Guide.
The
committee considers all qualified candidates for our board of
directors identified by members of the committee, by other members
of the board of directors, by senior management and by our
stockholders. The committee reviews each candidate including each
candidate’s independence, skills and expertise based on a
variety of factors, including the person’s experience or
background in management, finance, regulatory matters and corporate
governance. Further, when identifying nominees to serve as
director, while we do not have a policy regarding the consideration
of diversity in selecting directors, the committee seeks to create
a board that is strong in its collective knowledge and has a
diversity of skills and experience with respect to accounting and
finance, management and leadership, vision and strategy, business
operations, business judgment, industry knowledge and corporate
governance. In addition, prior to nominating an existing director
for re-election to the board of directors, the committee will
consider and review an existing director’s board and
committee attendance and performance, length of board service,
experience, skills and contributions that the existing director
brings to the board, equity ownership in Inuvo and
independence.
The
committee follows the same process and uses the same criteria for
evaluating candidates proposed by stockholders, members of the
board of directors and members of senior management. Based on its
assessment of each candidate, the committee recommends candidates
to the board. However, there is no assurance that there will be any
vacancy on the board at the time of any submission or that the
committee will recommend any candidate for the board.
The
Nominating, Corporate Governance and Compensation Committee is
composed of three directors, all of whom have been determined by
the board of directors to be independent as defined by the NYSE
American Company Guide. During 2019, the Nominating, Corporate
Governance and Compensation Committee held one meeting and took
action by unanimous written consent two times.
9
Stockholder nominations
Stockholders who
would like to propose a candidate to serve on our board of
directors may do so by submitting the candidate’s name,
resume and biographical information to the attention of our
corporate secretary. All proposals for nomination received by the
corporate secretary will be presented to the committee for
appropriate consideration. It is the policy of the Nominating,
Corporate Governance and Compensation Committee to consider
director candidates recommended by stockholders who appear to be
qualified to serve on our board of directors. The Nominating,
Corporate Governance and Compensation Committee may choose not to
consider an unsolicited recommendation if no vacancy exists on the
board of directors and the Nominating, Corporate Governance and
Compensation Committee does not perceive a need to increase the
size of the board of directors. In order to avoid the unnecessary
use of the Nominating, Corporate Governance and Compensation
Committee’s resources, the Nominating, Corporate Governance
and Compensation Committee will consider only those director
candidates recommended in accordance with the procedures set forth
below. To submit a recommendation of a director candidate to the
Nominating, Corporate Governance and Compensation Committee, a
stockholder should submit the following information in writing,
addressed to the corporate secretary of Inuvo at our main
office:
●
the
name and address of the person recommended as a director
candidate;
●
all
information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors
pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended;
●
the
written consent of the person being recommended as a director
candidate to be named in the proxy statement as a nominee and to
serve as a director if elected;
●
as to
the person making the recommendation, the name and address, as they
appear on our books, of such person, and number of shares of our
common stock owned by such person; provided, however , that if the person
is not a registered holder of our common stock, the person should
submit his or her name and address along with a current written
statement from the record holder of the shares that reflects the
recommending person’s beneficial ownership of our common
stock; and
●
a
statement disclosing whether the person making the recommendation
is acting with or on behalf of any other person and, if applicable,
the identity of such person.
Director qualification
The
following is a discussion for each director of the specific
experience, qualifications, attributes or skills that led the
Nominating, Corporate Governance and Compensation Committee to
recommend to the Board, and for the board of directors to conclude
that the individual should be serving as a director of
Inuvo.
Class I Directors
Richard K. Howe -
Mr. Howe’s track record as a successful
high-technology operating and marketing executive in data,
analytics, and marketing services as a result of building and/or
running over a dozen businesses in five countries were
factors considered by the Nominating, Corporate Governance and
Compensation Committee and the Board. Specifically, the Nominating,
Corporate Governance and Compensation Committee and the Board
viewed favorably his position at companies that include Inuvo,
Acxiom Corporation where he served as chief marketing, business
strategy and M&A officer, Fair Isaac & Company where he
served as general manager, and ieWild, Inc. where he was co-founder
and chairman and CEO, together with his service as a board member
for the non-profit organization Business for Diplomatic Action and
his academic achievements at Concordia University and McGill
University in making their recommendation.
Gordon J. Cameron -
Mr. Cameron's track record as a senior executive in a variety of
business segments and his in excess of three decades of experience
in building successful businesses were factors considered by the
Nominating, Corporate Governance and Compensation Committee and the
Board. Specifically, the Nominating, Corporate Governance and
Compensation Committee and the Board viewed favorably his position
as Executive Vice President in Retail Lending at PNC Financial
Services, one of the largest diversified financial services
institutions in the United States, as well as his positions with
companies such as Canadian Imperial Bank of Commerce, Fair Isaac
Corporation FICO, IeWild Inc., HNC Software Inc., Advanta National
Bank/Fleet, The Cambell Group LTD and Fidelity Bank N.A. together
with and his academic achievements at Widener University School of
Management and Pennsylvania State University in making their
recommendation.
10
Class II Director
G. Kent Burnett
- Mr. Burnett's track record
as a successful technology and e-commerce executive holding
executive level technology positions were factors considered by the
Nominating, Corporate Governance and Compensation Committee and the
Board. Specifically, the Nominating, Corporate Governance and
Compensation Committee and the board viewed favorably his
experience at Dillard’s including as Chief Information
Officer, Western Division Chairman and Vice President of Technology
and Ecommerce, as well as his experience in various marketing,
technology and engineering positions with IBM and his membership on
the boards of directors of First Orion Corp. and Acumen Brands in
making their recommendation.
Class III Director
Charles D. Morgan -
Mr. Morgan’s successful track record as a high-technology
executive in data, analytics, outsourcing and marketing services
with a network of relationships worldwide as a result of building a
billion dollar annual revenue enterprise as chairman and chief
executive officer were factors considered by the Nominating,
Corporate Governance and Compensation Committee and the board.
Specifically, the Nominating, Corporate Governance and Compensation
Committee and the board viewed favorably his experience at
companies such as Acxiom Corporation as Chairman and CEO and IBM as
a systems engineer; his role as an equity owner of Bridgehampton
Capital Management LLC and a significant investor in its funds; his
service as Chairman of the Advisory Board and co-manager of
investments for Bridgehampton Capital Management LLC; his
leadership on the board and in various leadership roles with the
Direct Marketing Association (DMA) including his service as
chairman of the DMA in 2001; his service as a member and past
chairman of the board of trustees of Hendrix College; and his
academic achievements at the University of Arkansas in making their
recommendation.
In
addition to the each of the individual skills and background
described above, the Nominating, Corporate Governance and
Compensation Committee and our board also concluded that each of
these individuals will continue to provide knowledgeable advice to
our other directors and to senior management on numerous issues
facing our company and on the development and execution of our
strategy.
Compensation of directors
During
2019 each independent member of our board of directors receives the
following fees:
●
$30,000
annual retainer payable quarterly; and
●
$30,000
of restricted stock units, calculated at fair market value on the
date of grant, vesting March 31.
The
following table provides information concerning the compensation
paid to our independent directors for their services as members of
our board of directors for 2019. The information in the following
table excludes any reimbursement of out-of-pocket travel and
lodging expenses which we may have paid.
|
Director
Compensation
|
|||||||
|
Name
|
Fees
earned or paid in cash ($)
|
Stock
awards
($)
|
Option awards ($)
|
Non-equity incentive plan compensation ($)
|
Nonqualified deferred compensation
earnings ($)
|
All
other
compensation ($)
|
Total
($)
|
|
Charles
D. Morgan
|
7,50000
|
9,800
|
—
|
—
|
—
|
—
|
17,300
|
|
Gordon J.
Cameron
|
7,500
|
9,800
|
—
|
—
|
—
|
—
|
17,300
|
|
G. Kent
Burnett
|
7,500
|
9,800
|
—
|
—
|
—
|
—
|
17,300
|
|
Patrick Terrell
(1)
|
7,500
|
9,800
|
—
|
—
|
—
|
—
|
17,300
|
(1)
Mr. Terrell served
as a member of our board of directors from January 2013 until June
30.
11
2020 Changes to our Director Compensation Policy
In
April 2020 in response to the adverse impact of the Covid-19
pandemic on our company, the Board modified the independent
director compensation program eliminating the cash retainer and
replacing it with quarterly restricted stock unit grants equivalent
to $7,500 worth of stock vesting six months after date of
issuance.
Compliance with Section 16(a) of the Exchange Act
Based
solely upon a review of Forms 3 and 4 and amendments thereto
furnished to us under Rule 16a-3(d) of the Securities Exchange Act
of 1934 during the year ended December 31, 2019 and Forms 5 and
amendments thereto furnished to us with respect to the year ended
December 31, 2019, as well as any written representation from a
reporting person that no Form 5 is required, we are not aware that
any officer, director or 10% or greater stockholder failed to file
on a timely basis, as disclosed in the aforementioned Forms,
reports required by Section 16(a) of the Securities Exchange Act of
1934 during the year ended December 31, 2019.
EXECUTIVE COMEPNSATION
Executive officers
|
Name
|
|
Positions
|
|
Richard
K. Howe
|
|
Chairman
of the Board
|
|
Wallace
D. Ruiz
|
|
Chief
Financial Officer, Secretary
|
|
John B.
Pisaris, Esq.
|
|
General
Counsel
|
|
Don
Walker “Trey” Barrett III
|
|
Chief
Operating Officer
|
Executive officers
of our company are appointed by the board of directors and serve at
the pleasure of the board.
Richard K. Howe. For
information regarding Mr. Howe, please see “Board of
Directors” which appears earlier in this proxy
statement.
Wallace D. Ruiz. Mr.
Ruiz, 69, has served as our Chief
Financial Officer since June 2010. From 2005 until April 2009, Mr.
Ruiz was Chief Financial Officer and Treasurer of SRI Surgical
Express, Inc. (Nasdaq: STRC), a Tampa, Florida provider of
outsourced sterilization and supply chain management services to
healthcare providers that was acquired by Synergy Health
plc. From 1995 until 2004 he
was Chief Financial Officer of Novadigm, Inc. (Nasdaq: NVDM), a
developer and worldwide marketer of enterprise infrastructure
software that was acquired by Hewlett-Packard Company. Since March
2018 he has been a member of the board of directors of
Recruiter.com Group, Inc. (OTCQB: RCRT). Mr. Ruiz received a B.S.
in Computer Science from St. John’s University and a M.B.A.
in Accounting and Finance from Columbia University. Mr. Ruiz is a
Certified Public Accountant.
John B. Pisaris. Mr.
Pisaris, 54, has served as our General
Counsel since March 2012 following our acquisition of Vertro, Inc.
He served as general counsel of Vertro, Inc. from October 2004
until March 2012. From February 2004 to September 2004, Mr. Pisaris
served as vice president of legal of Vertro, Inc., and prior to
that was a partner at Porter Wright Morris & Arthur, LLP, a law
firm, from January 2002 to January 2004.
Don Walker
“Trey” Barrett, III. Mr. Barrett, 56, joined Inuvo in
February 2010 as Senior Vice President of Corporate Strategy and
Business Development, and was promoted to Chief Operating Officer
in February 2013. Prior to joining Inuvo, Mr. Barnett served as
Acxiom Corporation's Director of Interactive Media Products
overseeing the innovation and development of the Relevance-X
product line. With over 25 years of data-driven direct marketing
experience, he has been involved in several successful business
start-ups in the direct and interactive marketing industries. Mr.
Barnett earned a bachelor’s degrees in Marketing and
Economics from the University of Arkansas at
Fayetteville.
12
Compensation philosophy
The
fundamental objectives of our executive compensation program are to
attract and retain highly qualified executive officers, motivate
these executive officers to materially contribute to our long-term
business success, and align the interests of our executive officers
and stockholders by rewarding our executives for individual and
corporate performance based on targets established by the
Nominating, Corporate Governance and Compensation
Committee.
We
believe that achievement of these compensation program objectives
enhances long-term stockholder value. When designing compensation
packages to reflect these objectives, the Nominating, Corporate
Governance and Compensation Committee has adopted the following
four principles as a guide:
●
Alignment with stockholder
interests: Compensation should
be tied, in part, to our stock performance through the granting of
equity awards to align the interests of executive officers with
those of our stockholders;
●
Recognition for business
performance: Compensation
should correlate in large part with our overall financial
performance;
●
Accountability for individual
performance: Compensation
should partially depend on the individual executive’s
performance, in order to motivate and acknowledge the key
contributors to our success; and
●
Competition:
Compensation should generally reflect
the competitive marketplace and be consistent with that of other
well-managed companies in our peer group. In implementing this
compensation philosophy, the Nominating, Corporate Governance and
Compensation Committee takes into account the compensation amounts
from the previous years for each of the named executive officers,
and internal compensation equity between the named executive
officers and other employees.
2019 compensation determination process
In
2019, the compensation program for our executive officers consisted
of the following components:
●
base
salary;
●
plan
awards; and
●
other
fringe benefits and perquisites.
The
Nominating, Corporate Governance and Compensation Committee
believes that our executive compensation package consists of
elements of compensation that are typically used to incentivize and
reward executive management at other companies of our size, in our
geographic area or in our industry. Each of these components is
designed to meet the program's objectives of providing a
combination of fixed and variable, performance-based compensation
linked to individual and corporate performance. In the course of
setting the initial compensation level for new hires or adjusting
the compensation of existing employees, the Nominating, Corporate
Governance and Compensation Committee considered the advice and
input of our management. Our Chief Executive Officer typically
makes recommendations to the Nominating, Corporate Governance and
Compensation Committee for any proposed changes in salary, as well
as performance-based awards and stock option grants, for the other
named executive officers. The Nominating, Corporate Governance and
Compensation Committee decides any salary change, as well as
performance-based awards and stock option grants, for the Chief
Executive Officer.
Base salary
Base
salary is an important component of executive compensation because
it provides executives with an assured-level of income, assists us
in attracting executives and recognizes different levels of
responsibility and authority among executives. The determination of
base salaries is based upon the executive’s qualifications
and experience, scope of responsibility and potential to achieve
the goals and objectives established for the executive.
Additionally, contractual provisions in executive employment
agreements, past performance, internal pay equity and comparison to
competitive salary practices are also considered.
In
general, the Nominating, Corporate Governance and Compensation
Committee considers two types of potential base salary increases
including “merit increases” based upon the
executives’ individual performance and/or “market
adjustments” based upon the peer group salary range for
similar executives.
13
Plan awards
The
objective of our long-term incentive program is to provide a
long-term retention incentive for the named executive officers and
others and to align their interests directly with those of our
stockholders by way of stock ownership. Under our 2017 Plan, the
board of directors or the Nominating, Corporate Governance and
Compensation Committee has the discretion to determine whether
equity awards will be granted to named executive officers and if
so, the number of shares subject to each award. Both plans allow
the Board or the Nominating, Corporate Governance and Compensation
Committee to grant options and restricted stock and other
stock-based awards with respect to up to shares of our common
stock, valued in whole or in part by reference to the fair market
value of the stock. In most instances, these long-term grants vest
over a multi-year basis.
The
Board or the Nominating, Corporate Governance and Compensation
Committee determines the recipients of long-term incentive awards
based upon such factors as performance, the length of continuous
employment, managerial level, any prior awards, and recruiting and
retention demands, expectations and needs. All our employees are
eligible for awards. The Board or the Nominating, Corporate
Governance and Compensation Committee grants such awards by formal
action, which awards are not final until a stock option agreement
is delivered by us and executed by both the company and the
employee. There is no set schedule for the Board or the Nominating,
Corporate Governance and Compensation Committee to consider and
grant awards. The board of directors and the Nominating, Corporate
Governance and Compensation Committee have the discretion to make
grants whenever it deems it appropriate in our best interests. The
Nominating, Corporate Governance and Compensation Committee has
discretion to grant equity awards at any time.
We
do not have any program, plan or practice in place to time option
or other award grants with the release of material, non-public
information and does not release such information for the purpose
of affecting the value of executive compensation. The exercise
price of stock subject to options awarded under our plans is the
fair market value of the stock on the date the grant is approved by
the board of directors or the Nominating, Corporate Governance and
Compensation Committee. Under the terms of each plan, the fair
market value of the stock is the closing sales price of the stock
on the date the grant is approved by the board of directors or the
Nominating, Corporate Governance and Compensation Committee as
reported by the NYSE American.
Other compensation and benefits
We
have historically provided perquisites and other types of non-cash
benefits on a very limited basis in an effort to avoid an
entitlement mentality, reinforce a pay-for-performance orientation
and minimize expense. Such benefits, when provided, can include
additional health care benefits and additional life
insurance.
Retirement and other post-termination benefits
Other
than our 401(k) plan, employment agreements with our named
executive officers and certain other employment agreements which
provide for severance for termination without cause, we have not
entered into any employment agreements that provide for a
continuation of post-employment benefits. Our benefits plans are
generally the same for all employees, and so as of the date of this
proxy statement, the Nominating, Corporate Governance and
Compensation Committee does not believe that any such plans in
their present forms would continue post-employment, except as
required by law (including with respect to COBRA), or otherwise set
forth in our 2019 10-K. We do not currently maintain any other
retirement or post-termination benefits plans.
Change in control severance policy
We
do not currently maintain any change in control severance plans or
severance policies, except as provided in the executive employment
agreements and the 2010 Plan and 2017 Plan, both of which are
discussed in this section. Therefore, none of our named executive
officers will receive any cash severance payments in the event we
undergo a change in control, unless their employment agreement
otherwise provides.
14
Insurance
All
full-time employees, including the named executive officers, are
eligible to participate in our standard medical, dental and life
insurance plans. The terms of such benefits for the named executive
officers are generally the same as those for all other company
employees, with the exception of the level of life insurance
coverage. We pay approximately 95% of the annual health insurance
premium with employees paying the balance through payroll
deductions. We pay for up to $1,000,000 of basic life insurance and
AD&D insurance for our CEO, CFO, COO and General Counsel. All
other full-time employees can elect basic life insurance and
AD&D insurance coverage equal to their annual salary, up to
$50,000, paid by us.
401(k)
Our employees can participate in a 401(k) plan,
which is a qualified defined contribution retirement plan,
sponsored by the company. Participants are provided the opportunity
to make salary reduction contributions to the plan on a pre-tax
basis. We have the ability to make discretionary matching
contributions and discretionary profit sharing contributions to
such plan. Our practice has been to match participant’s
contributions up to the first four percent of their annual
earnings. Our match is fully vested when made. We suspended our
match throughout 2019 and resumed it in 2020 except for a two month suspension in May and June
2020.
Other benefits
We
seek to maintain an open and inclusive culture in our facilities
and operations among executives and other company employees. Thus,
we do not provide executives with separate dining or other
facilities, nor do we have programs for providing personal-benefit
perquisites to executives, such as defraying the cost of personal
entertainment or family travel. Our basic health care and other
insurance programs are generally the same for all eligible
employees, including the named executive officers.
Summary Compensation Table
The
following table summarizes all compensation recorded by us in each
of the last two completed fiscal years for:
●
all individuals
serving as our principal executive officer or acting in a similar
capacity during the year ended December 31, 2019;
●
our two most highly
compensated named executive officers at December 31, 2019 whose
annual compensation exceeded $100,000; and
●
up to two
additional individuals for whom disclosure would have been made in
this table but for the fact that the individual was not serving as
a named executive officer of our company at December 31,
2019.
15
The
value attributable to any option awards is computed in accordance
with FASB ASC Topic 718. The assumptions made in the valuations of
the option awards are included in Note 13 of the notes to our
consolidated financial statements for the year ended December 31,
2019 appearing in our 2019 10-K.
|
Name
and principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Nonequity
incentive plan compen-sation ($)
|
Non-qualified
deferred compen-sation earnings ($)
|
All
other
compen-sation
($)
|
Total
($)
|
|
Richard K.
Howe,
Chairman and
Chief Executive Officer
|
2019
|
379,073
|
—
|
102,460
|
—
|
—
|
—
|
4,280
|
485,813
|
|
2018
|
425,00
|
—
|
272,897
|
—
|
—
|
—
|
11,000
|
708,897
|
|
|
Wallace D.
Ruiz,
Chief
Financial Officer
|
2019
|
262,625
|
—
|
36,490
|
—
|
—
|
—
|
7,200
|
306,315
|
|
|
2018
|
275,000
|
—
|
97,463
|
—
|
—
|
—
|
11,000
|
383,463
|
|
Don (Trey)
Barrett III
Chief
Operating Officer
|
2019
|
240,625
|
—
|
49,372
|
—
|
—
|
—
|
2,619
|
292,616
|
|
2018
|
250,000
|
—
|
129,951
|
—
|
—
|
—
|
6,220
|
386,171
|
On
March 1, 2012, we entered into employment agreements with each of
Messrs. Howe and Ruiz. Mr. Barrett does not have an employment
agreement and his compensation is set by the Nominating, Corporate
Governance and Compensation Committee.
Executive Employment Agreements
The
employment agreements entered into by Messrs. Howe and Ruiz, each
referred to as an executive, have an initial term of one year,
after which each executive’s employment agreement
automatically renews for additional one-year periods on the same
terms and conditions, unless either party to the agreement
exercises the respective termination rights available to such party
in the agreement. The employment agreements currently provide for a
minimum annual base salary of $425,000 for Mr. Howe, and $275,000
for Mr. Ruiz. The employment agreements require our company to
compensate the executives and provide them with certain benefits if
their employment is terminated. The compensation and benefits the
executives are entitled to receive upon termination of employment
vary depending on whether their employment is
terminated:
●
by
us for cause (as defined in the employment
agreements);
●
by
us without cause, or by the executive for good reason (as defined
in the employment agreements);
●
due
to death or disability; or
●
by
the executive without good reason.
16
In
the event of a termination by our company without cause or a
termination by the executive for good reason, the executive would
be entitled to receive the following:
●
his
earned but unpaid basic salary through the termination date, plus a
portion of the executive’s bonus based upon the bonus he
would have earned in the year in which his employment was
terminated, pro-rated for the amount of time employed by us during
such year and paid on the original date such bonus would have been
payable;
●
an
amount payable over the 12-month period following termination equal
to one times the sum of his basic salary at the time of
termination, plus a termination bonus equal to the bonus paid to
the executive during the four fiscal quarters prior to the date of
termination (except that if a target bonus has been established for
Mr. Howe, each such person’s termination bonus is equal to
his target bonus for the fiscal year in which the termination
occurs, increased or decreased pursuant to actual performance
versus targeted performance in the then current plan measured as of
the end of the calendar month preceding the termination date), or
in the event of a change of control (as defined below), the greater
of the relevant calculation above or the bonus paid to the
executive during the four fiscal quarters prior to the change of
control;
●
any
other amounts or benefits owing to the executive under our
then-applicable employee benefit, long-term incentive, or equity
plans and programs, within the terms of such plans, payable over
the 12-month period following termination; and
●
benefits
(including health, life, and disability) as if the executive was
still an employee during the 12-month period following
termination.
Finally,
in the event of a termination without cause by our company, with
good reason by the executive, or following a change of control (as
defined in the employment agreements), any equity award held by the
executive will immediately and fully vest and become exercisable
throughout the full term of such award as if the executive were
still employed by us. In the event of a termination by us with
cause, Messrs. Ruiz and Howe would be entitled to receive the
earned but unpaid portion of such executive’s base salary
through the date of termination.
In
the event of a termination by us of Mr. Ruiz upon the death or
permanent disability of such executive, the executive would be
entitled to receive the earned but unpaid portion of such
executive’s base salary through the date of termination, the
earned but unpaid portion of any vested incentive compensation
under and consistent with plans adopted by us prior to the date of
termination, and over the 12 months following the date of
termination an amount equal to 20% base salary at the time of
termination for each year of employment with us, capped at 100% of
the base salary.
In
the event of a termination by us of Mr. Howe upon the death or
permanent disability of such executive, the executive would be
entitled to receive the earned but unpaid portion of such
executive’s base salary through the date of termination, any
other amounts or benefits owing to the executive under any of our
then-applicable employee benefit, long-term incentive or equity
plans and programs, and over the 12 months following the date of
termination an amount equal to 20% base salary at the time of
termination for each year of employment with us, capped at 100% of
the base salary.
In
the event of a termination by Mr. Ruiz without good reason, such
executive is entitled to receive the earned but unpaid portion of
such executive’s base salary through the date of termination,
and the earned but unpaid portion of any vested incentive
compensation under and consistent with our plans adopted by us
prior to the date of termination. In the event of a termination by
Mr. Howe without good reason, such executive is entitled to receive
the earned but unpaid portion of his base salary through the
termination date and any other amounts and benefits owing to the
executive under our then applicable employee benefit, long term
incentive or equity plans and programs.
The
executive may terminate employment for any reason (other than good
reason) upon giving 30 days’ advance written notice to us. As
to a termination by Mr. Ruiz for any reason other than a good
reason, we will pay the executive the earned but unpaid portion of
his base salary through the termination date and any earned but
unpaid vested incentive compensation under and consistent with
plans adopted by us prior to the date of termination. As to a
termination by Mr. Howe for any reason other than a good reason, we
will pay the executive the earned but unpaid portion of his base
salary through the termination date and any other amounts and
benefits owing to the executive under our then applicable employee
benefit, long term incentive or equity plans and
programs.
17
2020 Temporary Changes to our Executive Compensation
On April 29, 2020, in response to the adverse
impact of the Covid-19 pandemic on Inuvo our board of directors
implemented a temporary compensation change for senior officers and
employees. Effective May 1, 2020, certain employees with salaries
in excess of $100,000 per year were required, on a temporary basis,
to forego a specified percentage of their salary ranging from 50%
to 7% (the “Reduction
Percentage”). To
incentivize these employees, each will be granted restricted stock
unit awards (each, an “Award”)
pursuant to our 2017 Plan. Management anticipates that these
actions will reduce on-going expenses and assist Inuvo in achieving
its short-term goals. The
participants include our Chairman and CEO, Richard Howe, our Chief
Financial Officer, Wallace Ruiz, and our Chief Operating Officer,
Trey Barrett. The temporary salaries for these executive officers
are as follows:
|
Name
and Principal Position
|
Temporary
Salary
|
|
Richard K. Howe,
Chairman and Chief Executive Officer
|
$212,500
|
|
Wallace Ruiz, Chief
Financial Officer
|
$200,750
|
|
Don (Trey) Barrett
III
|
$200,000
|
The Awards to be issued to the effected employees
will be issued at the end of each semi-monthly pay period
commencing May 15, 2020. The number of shares of common stock to be
issued pursuant to each Award shall be computed as follows:
applicable Reduction Percentage of one one-twenty-fourth (1/24) of
the employee’s annual salary prior to the reduction divided
by the per share closing price of our common stock on the NYSE
American LLC on the trading day prior to the end of each
semi-monthly pay period. The Awards will vest six months after
issuance at which time the shares will be issued. Except as
otherwise provided in the 2017 Plan or any applicable employment
agreement, the employee must remain in the employ of Inuvo during
the vesting period and the Awards are not transferable prior to
vesting. These actions
remained in effect until June 30, 2020 at which time base salaries
reverted to their prior levels.
Outstanding equity awards at year end
The
following table provides information concerning unexercised
options, stock that has not vested and equity incentive plan awards
for each named executive officer outstanding as of December 31,
2019.
|
OPTION
AWARDS
|
STOCK
AWARDS
|
||||||||
|
Name
|
Number of
securities underlying unexercised options
(#)
exercisable
|
Number of
securities underlying unexercised options
(#)
unexercisable
|
Equity incentive
plan awards: Number of securities underlying unexercised unearned
options
(#)
|
Option exercise
price
($)
|
Option
expiration date
|
Number
of shares or units of stock that have not vested
(#)
|
Market
value of shares or units of stock that have not vested
($)
|
Equity
incentive plan awards: Number of unearned shares, units or other
rights that have not vested (#)
|
Equity
incentive plan awards: Market or payout value of unearned shares,
units or other rights that have not vested (#)
|
|
Richard
K. Howe
|
—
|
—
|
—
|
—
|
—
|
627,000
|
188,000
|
—
|
—
|
|
Wallace
D. Ruiz
|
—
|
—
|
—
|
—
|
—
|
219,167
|
65,750
|
—
|
—
|
|
Don
(Trey) Barrett III
|
—
|
—
|
—
|
—
|
—
|
325,556
|
97,667
|
—
|
—
|
18
Our equity compensation plans
Information
regarding our 2010 Plan and 2017 Plan is contained in Note 13 to
the notes to our audited consolidated financial statements
appearing in our 2019 10-K.
PRINCIPAL STOCKHOLDERS
At July
21, 2020 we had 75,668,419 shares of common stock issued and
outstanding. The following table sets forth information known to us
as of July 21, 2020 relating to the beneficial ownership of shares
of our common stock by:
●
each person who is
known by us to be the beneficial owner of more than 5% of our
outstanding common stock;
●
each director and
nominee;
●
each named
executive officer; and
●
all named executive
officers and directors as a group.
Unless
otherwise indicated, the address of each beneficial owner in the
table set forth below is care of 500 President Clinton Avenue,
Suite 300, Little Rock, Arkansas 72201. We believe that all
persons, unless otherwise noted, named in the table have sole
voting and investment power with respect to all shares of common
stock shown as being owned by them. Under securities laws, a person
is considered to be the beneficial owner of securities owned by him
(or certain persons whose ownership is attributed to him) and that
can be acquired by him within 60 days from July 21, 2020, including
upon the exercise of options, warrants or convertible securities.
We determine a beneficial owner’s percentage ownership by
assuming that options, warrants or convertible securities that are
held by him, but not those held by any other person, and which are
exercisable within 60 days of the that date, have been exercised or
converted.
|
Name of Beneficial Owner
|
No. of Shares Beneficially Owned
|
% of Class
|
|
|
|
|
|
Charles Morgan
(1)
|
5,139,771
|
6.8%
|
|
Richard K. Howe
(1)
|
1.874,605
|
2.5%
|
|
Wallace D.
Ruiz
|
420,810
|
*
|
|
John B.
Pisaris
|
372,407
|
*
|
|
Don Walker
“Trey” Barrett III
|
454,273
|
*
|
|
G. Kent Burnett
(1)
|
1,442,256
|
1.9%
|
|
Gordon J. Cameron
(2)
|
406,529
|
*
|
|
All executive
officers and directors as a group (seven persons) (1) (2)
|
11,776,631
|
15.6%
|
|
Ingalls &
Snyder, LLC (3)
|
5,362,886
|
7.1%
|
|
Herald Investment
Management Limited (4)
|
6,142,857
|
8.1%
|
*
represents less
than 1%.
(1)
Includes shares of
common stock held by Ingalls & Snyder, LLC on his behalf. See
footnote 5.
(2)
Includes 6,630
shares held by Mr. Cameron’s spouse.
(3)
Pursuant to the
Schedule 13D/A filed with the SEC on February 28, 2020, Ingalls
& Snyder, LLC has dispositive power over shares held by Mr.
Charles D. Morgan and Mr. G. Kent Burnett who serve as members of
Inuvo's board of directors and Mr. Richard K. Howe who serves as
Inuvo's Chairman and CEO. The principal business address of Ingalls
& Snyder, LLC is 1325 Avenue of the Americas, 18th Floor, New
York, NY 10019-6066. See footnote 1.
(4)
Herald Investment
Management Limited’s address is 10-11 Charterhouse Square, London EC1M6EE
UK.
19
Securities Authorized for Issuance under Equity Compensation
Plans
The
following table sets forth securities authorized for issuance under
any equity compensation plans approved by our stockholders as well
as any equity compensation plans not approved by our stockholders
as of December 31, 2019.
|
Plan
category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants and rights(a) (1)
|
Weighted
average exercise price of outstanding options, warrants and rights
(a) (2) ($)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a)
|
|
|
|
|
|
|
Plans approved by our stockholders:
|
|
|
|
|
2005
Long-Term Incentive Plan (3)
|
3,750
|
$3.70
|
—
|
|
2010
Equity Compensation Plan (4)
|
1,201,168
|
$—
|
25,759
|
|
2017
Equity Compensation Plan
|
1,382,281
|
$—
|
7,206,175
|
|
Plans not approved by stockholders
|
—
|
—
|
—
|
(1)
The numbers in this
column (a) reflect shares of common stock to be issued upon
exercise of outstanding stock options and the vesting of
outstanding RSUs.
(2)
The
weighted-average exercise prices in this column are based on
outstanding options and do not take into account unvested awards of
RSUs as these awards do not have an exercise price.
(3)
Expired in June
2015.
(4)
Expired in April
2020.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In June
2019, we entered into a agreement with First Orion Corp., which is
partially owned by two directors and shareholders of Inuvo, to
provide office space. The lease is for six-months commencing on
July 1, 2019 and cost $60,000 which was prepaid in June 2019.
Additionally, in 2018, we received a total of $31,500 from First
Orion Corp. for providing IT services.
On
November 2, 2018, each of Messrs. Richard K. Howe, our Chief
Executive Officer and member of our board of directors, and Charles
D. Morgan, G. Kent Burnett and Gordon Cameron, members of our board
of directors, lent Inuvo $62,500, for an aggregate of $250,000,
under the terms of 10% promissory notes. We used the proceeds from
these notes to pay certain costs associated with the terminated
merger with Conversion Point Technologies, Inc. and its
subsidiaries. The notes were unsecured, bore interest at 10% per
annum and were due and satisfied on November 1, 2019.
Other
than these transactions, there have been no transactions since
January 1, 2018 nor are there any currently proposed transactions
in which we were or are to be participant in which any related
person had or will have a direct or indirect material
interest.
20
STOCKHOLDER PROPOSALS TO BE PRESENTED AT THE NEXT ANNUAL
MEETING
As of
the date of this proxy statement, we had not received notice of any
stockholder proposals for the 2021 annual meeting described herein
and proposals received subsequent to the date of this proxy
statement will be considered untimely. For a stockholder proposal
to be considered for inclusion in our proxy statement for the 2021
annual meeting, the corporate secretary must receive the written
proposal at our principal executive offices no later than the
deadline stated below. Such proposals must comply with SEC
regulations under Rule 14a-8 regarding the inclusion of stockholder
proposals in company-sponsored proxy materials. Proposals should be
addressed to:
Inuvo,
Inc.
Attention:
Corporate Secretary
500
President Clinton Avenue
Suite
300
Little
Rock, Arkansas 72201
Facsimile:
(877) 311-5050
Under
Rule 14a-8, to be timely, a stockholder’s notice must be
received at our principal executive offices not less than 120
calendar days before the date of our proxy statement release to
stockholders in connection with the previous year’s annual
meeting. However, if we did not hold an annual meeting in the
previous year or if the date of this year’s annual meeting
has been changed by more than 30 days from the date of the previous
year’s annual meeting, then the deadline is a reasonable time
before we begin to print and send our proxy materials. Therefore,
stockholder proposals intended to be presented at the 2021 annual
meeting must be received by us at our principal executive office no
later than January 1, 2021 in order to be eligible for inclusion in
our 2021 proxy statement and proxy relating to that meeting. Upon
receipt of any proposal, we will determine whether to include such
proposal in accordance with regulations governing the solicitation
of proxies.
You may
propose director candidates for consideration by the Board’s
Nominating, Corporate Governance and Compensation Committee. Any
such recommendations should include the nominee’s name and
qualifications for board of directors membership, information
regarding the candidate as would be required to be included in a
proxy statement filed pursuant to SEC regulations, and a written
indication by the recommended candidate of her or his willingness
to serve, and should be directed to the Corporate Secretary of
Inuvo at our principal executive offices: Inuvo, Inc., 500
President Clinton Avenue, Suite 300, Little Rock, Arkansas 72201
within the time period described above for proposals other than
matters brought under SEC Rule 14a-8.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
As
required, we have filed our 2019 10-K with the SEC. Stockholders
may obtain, free of charge, a copy of the 2017 10-K by writing to
us at 500 President Clinton Avenue, Suite 300, Little Rock,
Arkansas 72201, Attention: Corporate Secretary, or from our
website, www.inuvo.com.
STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS
The SEC
has adopted rules that permit companies and intermediaries such as
brokers to satisfy delivery requirements for proxy statements with
respect to two or more stockholders sharing the same address by
delivering a single proxy statement addressed to those
stockholders. This process, which is commonly referred to as
“householding,” potentially provides extra convenience
for stockholders and cost savings for companies. We and some
brokers household proxy materials, delivering a single proxy
statement to multiple stockholders sharing an address unless
contrary instructions have been received from the affected
stockholders. Once you have received notice from your broker or us
that they are or we will be householding materials to your address,
householding will continue until you are notified otherwise or
until you revoke your consent. If, at any time, you no longer wish
to participate in householding and would prefer to receive a
separate proxy statement, or if you currently receive multiple
proxy statements and would prefer to participate in householding,
please notify your broker if your shares are held in a brokerage
account or us if you hold registered shares. You can notify us by
sending a written request to Inuvo, Inc., Attention: Corporate
Secretary, 500 President Clinton Avenue, Suite 300, Little Rock,
Arkansas 72201 or by faxing a communication to: (877)
311-5050.
WHERE YOU CAN FIND MORE INFORMATION
This
proxy statement refers to certain documents that are not presented
herein or delivered herewith. Such documents are available to any
person, including any beneficial owner of our shares, to whom this
proxy statement is delivered upon oral or written request, without
charge. Requests for such documents should be directed to Corporate
Secretary, Inuvo, Inc., 500 President Clinton Avenue, Suite 300,
Little Rock, Arkansas 72201. Please note that additional
information can be obtained from our website at www.inuvo.com.
We file
annual and special reports and other information with the SEC.
Certain of our SEC filings are available over the Internet at the
SEC's web site at http://www.sec.gov.
21
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INUVO, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
VIRTUAL-ONLY 2020 ANNUAL MEETING OF STOCKHOLDERS ON
SEPTEMBER 10, 2020 AT 9:00 A.M. LOCAL TIME
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REQUEST ID:
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The undersigned, a stockholder of Inuvo, Inc. (the
“Company”), hereby revoking any proxy heretofore given,
does hereby appoint John B. Pisaris and Wallace D. Ruiz, and each
of them, proxy, with power of substitution, for and in the name of
the undersigned to attend the virtual-only 2020 annual meeting of
Stockholders of the Company to be held on September 10, 2020 at
9:00 a.m. local time, or at any adjournment or postponement
thereof, and there to vote, as designated below:
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(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
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VOTING INSTRUCTIONS
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If you vote by phone, fax or internet, please DO NOT mail your
proxy card.
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MAIL:
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Please mark, sign, date, and return this Proxy Card promptly using
the enclosed envelope.
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FAX:
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Complete the reverse portion of this Proxy Card and Fax to
202-521-3464.
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INTERNET:
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https://www.iproxydirect.com/INUV
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PHONE:
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1-866-752-VOTE(8683)
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VIRTUAL-ONLY 2020 ANNUAL MEETING OF THE STOCKHOLDERS OF INUVO,
INC.
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PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE: ☒
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PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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Proposal 1
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FOR ALL
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AGAINST
ALL
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FOR ALL
EXCEPT
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Election of one Class III director:
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☐
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☐
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Charles
D. Morgan
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☐
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Proposal 2
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FOR
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AGAINST
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ABSTAIN
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The ratification of the appointment of Mayer Hoffman McCann P.C. as
the Company's independent registered public accounting
firm.
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☐
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☐
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☐
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Proposal 3
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FOR
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AGAINST
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ABSTAIN
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Approval of an amendment to the Company’s Articles of
Incorporation increasing the number of authorized shares of its
common stock
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☐
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☐
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☐
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MARK “X” HERE IF YOU PLAN
TO ATTEND THE MEETING: ☐
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In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the virtual-only 2020
annual meeting, and any adjournment or adjournments
thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE ‘FOR’ THE
ELECTION OF THE CLASS II DIRECTOR NOMINEE AND ‘FOR’
PROPOSALS 2 AND 3.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO CONTRARY INSTRUCTION IS
INDICATED, THE VOTE OF THE UNDERSIGNED WILL BE CAST
“FOR” ALL OF THE PROPOSALS. AT THE PRESENT TIME, THE
BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT
THE VIRTUAL-ONLY 2020 ANNUAL MEETING.
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MARK HERE FOR ADDRESS CHANGE ☐ New
Address (if applicable):
_______________________________
IMPORTANT: Please sign exactly
as your name or names appear on this Proxy. When shares are held
jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer, giving full title as
such. If signer is a partnership, please sign in partnership name
by authorized person.
Dated: ________________________, 2020
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(Print Name of Stockholder and/or Joint Tenant)
|
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(Signature of Stockholder)
|
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(Second Signature if held jointly)
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APPENDIX
A
