全米

証券取引委員会

ワシントン州D.C. 20549

スケジュール14A

第14（a）条に基づくプロキシ声明書

1934年の証券取引法に基づく

登録者による提出 ☒

発行者以外の関係者によって提出 ☐

該当するボックスにチェックしてください：

THE GLIMPSE GROUP, INC.

（組織変更証明書に規定される登録者名）

（登録者以外の委任状提出者名）

申請料の支払い（該当するボックスにチェックしてください）：

THE GLIMPSE GROUP, INC.

15 ウエスト38丁目. ストリート, 12階

ニューヨーク、NY 10018

株主総会の通知

取締役会は、提案番号1に記載されている2名のクラスI取締役候補者それぞれに「賛成」の投票、および提案番号2と提案番号3について「賛成」の投票をお勧めします。

普通株式の保有者 2024年10月21日の営業終了時点での当社の普通株式の持株者（「配当基準日」といいます）は、当社の株主総会（「総会」といいます）およびこれの継続開催または延期について通知を受ける権利を有し、投票する権利を有します。各普通株式は、その保有者に1票を与えます。

この通知および同封された代理指名届は、2024年10月21日頃に株主に初めて郵送されます。

当社が提供するプロキシ声明書に念入りに目を通し、検討されることをお勧めいたします。

議決権行使用の委任状を提出した場合、投票方法が指定されていない場合は、提案No.1に名前が挙がっている2人の第Iクラスの取締役候補者それぞれについて「賛成」で投票され、提案No. 2および提案No. 3についても「賛成」で投票されます。

2024年株主総会の議決権委任状資料の入手可能性に関する重要事項 2024年12月13日午前9時30分（EST）に開催予定

2024年株主総会の通知、この委任状、および2024年6月30日までの年次報告書（「年次報告書」）は以下で入手できます。 https://ir.theglimpsegroup.com/filings/ .

目次

委任状資料に関する質問と回答

この代理声明書では、The Glimpse Group, Inc.を「会社」「私たち」「私たち」「私たち」と参照しています。

なぜ私はこの委任状を受け取っているのですか？

この委任状は、取締役会が、12月13日の午前9時30分（ESt）、15 West 38番地、4階、ニューヨーク、NY 10018で開催される株主総会で、株主の方に投票していただきたい提案について説明しています。^階 St., 4^階 Fl、ニューヨーク、NY 10018。

株主は、(i) ボードの2人のクラスI取締役を2027年の株主総会で任期3年に再選すること、(ii) 役員報酬に関する諮問投票（「Say-on-Pay Proposal」）、(iii) 会社の2025年6月30日までの決算年度における独立登録会計事務所としてTurner, Stone & Company, L.L.P.の任命を承認することについて検討し、投票するよう求められています。

この委任状の内容に関する情報を提供するため、よく読んでよく考えて投票してください。あなたの投票は重要です。この委任状をよく確認した後、できるだけ早くあなたの委任状を提出することがお勧めです。

誰が私の代理を求めていますか？

私たちの 取締役会は会議のために委任状を募集しています。

ミーティングに投票できる人は誰ですか？

配当基準日に普通株式の株主であった株主は、総株主総会に出席して投票することができます。配当基準日には、18,166,217株の普通株式が発行されています。全株式には1株につき1票の権利があります。役員、執行役員、および大株主の株式保有に関する情報は、「Security Ownership of Certain Beneficial Owners and Management」と題されたセクションに記載されています。このプロキシ声明書の17ページから始まります。

プロキシカードとは何ですか？

カードを使用して、リロン・ベントヴィムとメイダン・ロスブルムのそれぞれを代表者として任命することができます。プロキシカードを記入して返送することで、この人物にプロキシカードの指示に従って会議であなたの株を投票する権限を与えることになります。これにより、会議に出席していなくても株主総会であなたの株が投票されます。会議に出席する予定がある場合でも、予定が変更される可能性があるため、会議の日付の前にプロキシカードを記入して返送することを強くお勧めします。プロキシカードに記載されていない投票案件が会議で提案された場合、プロキシは、あなたのプロキシに従って、最善の判断で株を投票します。

取締役会は、どのように私が投票することを推奨するか？

当社の取締役会は全会一致で、議案第1号に名前のあるクラスI取締役候補それぞれに投票することを株主に推奨し、「議案第2号」と「第3号」にも賛成を求めます。

株式記録保有者または有益所有者として株式を保有することの違いは何ですか？

当社の株主の中には、自分の名前で株式証券を所有する代わりに、仲介業者、銀行、またはその他の代理人によって口座に株式を所有している人もいます。以下に概要を示すと、名義株主と名義上の株主の所有にはいくつか違いがあります。

名義株主/登録株主

配当基準日に、当社の譲渡代理業者であるClearTrust、LLCに直接お名前で株式を登録されている場合、あなたは会議で投票できる「記名株主」であり、これらの委任状資料を直接お送りしております。記名株主として、保有株式の投票を指示する権利がありますので、同封された委任状カードを返送するか、会議に参加して直接投票することができます。会議に出席する予定があるかどうかに関わらず、同封された委任状カードに記入し、日付を入れ、署名していただき、あなたの投票がカウントされるようにしてください。

有益事業者

グリン・ウィルソン

ブローカーを通じて保有している株主非投票株式

ブローカーの選挙権なしの株式とは、株式仲介業者がその問題に投票の裁量権を持っていない株式であり、顧客からの投票指示を受けていないものです。 お客様の記録を保有するブローカーは、通常の問題については投票権を有していませんが、お客様からの投票指示を受けた場合は、投票権を行使する権利があります。 2025年6月30日をもって終了する会計年度におけるターナー、ストーン社の独立した公認会計財務会社への任命の批准案は、「通常」の問題と見なされます。 その他の問題は「通常でない」問題と見なされます。 したがって、ブローカーは、お客様からの指示なしでのみ、ターナー、ストーン社を開示登録された独立した公認会計財務会社として批准することに関する未指示の株式に関してのみ投票権を行使する権利を有します。

もし私の銀行、ブローカーまたは他の代理人が私の株式を「ストリートネーム」（註：自己名義ではなく、代理人名義で保管）で所有している場合、私の株式を投票してくれますか？

「非日常的な」事項に関しては、あなたの指示なしには行われません。あなたのブローカー、銀行、その他の代理人は、「非日常的な」提案について、あなたがどのように投票するか指示しない限りあなたの株式に投票することを許可されます。適用される取引所の規則によると、日常的な事項については、指示をしなかった場合に、ブローカー、銀行、その他の代理人はあなたの株式に対して投票する裁量権を持っています。当社の株主によって投票される提案は、当社の独立した公認会計士会計事務所の指名の承認を除き、「非日常的な」事項であり、そのため、ブローカー、銀行、その他の代理人はあなたの指示がない限りこれらの提案に投票することはできません。2025年6月30日終了の会計年度に向けて当社の独立した公認会計士会計事務所としてのTurner, Stone & Company, L.L.Pの任命の承認は「日常的な」事項と見なされます。したがって、ブローカー、銀行、その他の代理人は、Turner, Stone & Company, L.L.Pを当社の独立した公認会計士会計事務所として任命することの承認について、指示されていない株式についてしか投票する権利を有します。したがって、あなたは、どのように株式を投票するかをブローカー、銀行、または代理人に指示することが重要です。

銀行、ブローカー、または他の代理人を介して「ストリートネーム」で保有している場合、どのようにして株式を投票できますか？

銀行、ブローカー、または他の代理人を介して有益な所有者として株を所有している場合は、銀行、ブローカー、または他の代理人から投票の方法に関する指示を受け取るはずです。注意して彼らの指示に従ってください。ミーティングで株式を投票するための資料をお手元にお届けするための締め切りの前に、あなたが指示を提供することが必要です。

どうやって投票すればよいですか？

会社の全株を投票していることを確認するために、委任状のカードを注意して確認することをお勧めします。

あなたの代理カードに署名と日付をして、当社が提供した着払い封筒に返送するか、またはClearTrust、LLCに返送してください。

署名済みカードを返送した場合でも、投票指示を提供しなかった場合、株式は次のように投票されます。

棄権した場合、代理またはミーティングで仮想的に棄権した場合、または証券会社、銀行またはその他の委任者に棄権の指示を出した場合、あなたの棄権は提案に対して投票されないが、会議に存在することが決定されるために数えられる。

棄権は、この議決権代理行使声明書に示されているいずれの提案の採決結果にも影響を与えません。

会議に出席する予定がある場合、委任状カードを返却すべきですか？

ご注意いただき、この委任状の声明に記載されている情報を注意深く読んだ後、委任状カードに記入し、署名して、ここに提供される封筒に返送してください。会議において株式を代表するため、可能な限り早く送信してください。

はい。ミーティングで投票が終了する前に、いつでも委任状を取り消し、投票を変更することができます。次のいずれかの方法で行うことができます。

特定の日付の委任状を取り消したい場合、会社の秘書に書面通知を送信すること。

2通以上の委任状を受け取ったらどうすればいいですか？

8.29

指示しなかった場合、自己の割合に対して一票ずつ投票します。

企業に届けられた署名・日付付きの委任状で、株主が提案についてどのように投票するか示さないものは、各取締役および株主に提示された提案に賛成されます。

委任状に署名しなかった場合、株式は投票されますか？

0.47

Class Iディレクター候補を再選するために必要な投票は何ですか？

各々の指名されたクラスI取締役候補者の再選は、総会で投票権を有する普通株式の株主の過半数の賛成投票が必要です。棄権や証券会社の非投票は、議案1に対する投票結果に影響を与えません。

執行報酬を承認するには、何票が必要ですか？

取締役の報酬を承認する提案については、議決権を有する普通株主が出席したミーティングで過半数の賛成投票を必要とします。棄権およびブローカーの不在投票は、提案2の投票結果に影響を与えません。

ターナー・ストーン＆カンパニー、L.L.Pを会社の独立登録公認会計士として承認するために必要な投票数はいくつですか？

Turner、Stone＆Company、L.L.Pを独立した登録公認会計士として任命する提案を承認するためには、2025年6月30日に終了する会計年度に普通株式の株主によって開催された会議で投票された過半数の肯定的投票が必要です。 棄権は第3提案の投票結果に影響を与えません。第3提案に関しては、ブローカーによる欠損投票はありません。第3提案は「日常的な」問題です。

yes

0.38

持ち株会議の投票結果はどこで見つけられますか？

当社は持ち株会議での投票結果を発表します。また、米国証券取引委員会（「SEC」）に投票結果を報告するために、フォーム8-Kの現行報告書を提出します。

誰が私の質問に答えてくれますか？

会社の最高財務責任者兼最高執行責任者、Maydan Rothblum、には、(917) 292-2685 またはメール maydan@theglimpsegroup.com 、または、ニューヨーク、NY 10018、15 W 38兆。 St.、12階にある会社のオフィスに手紙を送るか、 この代理申請書に記載された提案に関するご質問や投票の方法についてのご質問がある場合にご連絡いただけます。

会議と投票に関する一般情報

われわれは、あなたがグリムプス・グループ株式会社の株主であることを受けて、取締役会による議決権の委任を担当する一環として、2024年12月13日に開催される株主総会に使用するために、この代理声明を提供しています。この代理声明は、株主に本日、2024年10月21日頃に初めて提供されます。この代理声明には、株主が株主総会で投票するか、その代理人に投票方法を指示するために知っておく必要がある情報が提供されています。

PROPOSAL NO. 1 — RE-ELECTION OF CLASS I DIRECTORS

Pursuant to our Certificate of Incorporation and our Bylaws, the total number of directors constituting our Board is fixed from time to time by the Board. The current authorized number of directors is fixed at seven. The Board is divided into three classes, each containing as nearly as possible an equal number of directors. The current term of office of our Class I directors expires at the Meeting, while the term for our Class II directors will expire at our 2025 annual meeting of stockholders and the term for our Class III directors expires at our 2026 annual meeting of stockholders.

Our Nominating and Corporate Governance Committee, has nominated, and our Board has approved the nomination of, Ian Charles and Tamar Elkeles, both current Class I directors, to stand for re-election as class I directors of the Company. Each Class I director elected at the Meeting will serve a three-year term expiring at our 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified as a Class I director, or until his or her earlier death, resignation or removal. At the Meeting, proxies cannot be voted for a greater number of individuals than the two nominees named in this proxy statement.

If, for any reason, any nominee becomes unavailable for re-election prior to the Meeting, the proxies will be voted for such substitute nominee(s) as the Board may propose.

We believe that the skills, experiences, and qualifications of our directors provide our Board with the expertise and experience necessary to advance the interests of our stockholders. While our Nominating and Corporate Governance Committee does not have any specific, minimum qualifications that must be met by each of our directors, our Nominating and Corporate Governance Committee uses a variety of criteria to evaluate the qualifications and skills necessary for each member of the Board. In addition to the individual attributes of each of our Class I directors described below, we believe that our directors should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad experience at the policy-making level in business, exhibit commitment to enhancing stockholder value, and have sufficient time to carry out their duties and to provide insight and practical wisdom based on their past experiences.

Class I Director Nominees Biographies

Set forth below is biographical information for each nominee, which includes the specific experience, qualifications, attributes and skills which led our Board to conclude that each such nominee should serve on the Board at this time.

Ian Charles, 56, has served as a member of our Board since January 2022. Mr. Charles has approximately 25 years of executive leadership experience in technology, public markets, mergers and acquisitions, and multinational operations. Since 2022, Mr. Charles has served as the Chief Financial Officer of Filevine, a provider of legal SaaS solutions. From 2019 to 2021, Mr. Charles served as the Chief Financial Officer of Scoop Technologies, Inc., a workplace management software provider. From 2014 to 2019, Mr. Charles served as the Chief Financial Officer of Planful (formerly Host Analytics), a financial planning and analysis platform that provides financial planning, consolidation, reporting and analytics.

Tamar Elkeles, 55, has served as a member of our Board since April 2024. Dr. Elkeles has nearly 30 years of experience in the high technology industry. She was the Chief Learning Officer at Qualcomm from 1992 to 2015. Afterward, she served in senior executive positions at several technology companies and investment firms. Dr. Elkeles recently served on the board of directors of GP Strategies Corporation, an NYSE-listed company until its sale to Learning Technologies Group, a London Stock Exchange company. She currently serves on the board of directors of OpenSesame and on the Board of Advisors of the Forbes School of Business & Technology at The University of Arizona. Dr. Elkeles also serves as a strategic advisor to several start-up companies in the technology sector. She holds both an M.S. and Ph.D. in Organizational Psychology.

Board Recommendation

THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE TWO NAMED CLASS I DIRECTOR NOMINEES.

Additional Biographical Information about Other Directors Not Standing for Election at this Meeting

Class II Directors with Terms Expiring at the 2025 Annual Meeting Biographies

Maydan Rothblum, 51, has been Chief Operating Officer and Chief Financial Officer since he co-founded the Company in 2016 and a member of our Board since July 2021. From 2004 to 2016, Mr. Rothblum served as the co-founder, Managing Director and Chief Operating Officer of Sigma Capital Partners, a middle-market private equity firm focused on making negotiated investments directly onto the balance sheets of, primarily, small-to-mid sized publicly traded technology companies. In addition to his role as principal investor, Mr. Rothblum oversaw the fund’s portfolio, managed the fund’s day-to-day operations and financial reporting. Prior to working at Sigma Capital Partners, Mr. Rothblum held positions at Apax Partners, a global private equity fund, and Booz, Allen & Hamilton, a global strategic consultancy. Additionally, Mr. Rothblum served as an Engineer for the Israel Defense Forces. Mr. Rothblum holds an MBA from Columbia Business School and a BS in Industrial Engineering and Management from the Technion - Israel Institute of Technology.

Jeff Enslin, 58, has served as a member our Board since July 2018. From 1995 to 2018, Mr. Enslin was a senior partner and senior portfolio manager at Caxton Associates LP, a macro-focused hedge fund. Mr. Enslin is the founder and managing member of Perimetre Capital LLC since 2018, where he actively manages a wide portfolio of early stage technology investments. Mr. Enslin has served on the Investment Committees at Lehigh University (2010 to 2019) and the Peddie School (2010 to present, Advisory Trustee). Mr. Enslin is an active mentor at both Creative Destruction Labs and Endless Frontier Labs. Mr. Enslin received his MBA in finance and international business from New York University’s Stern School of Business and his B.S. in Finance from Lehigh University.

Alexander Ruckdaeschel, 52, has served as a member of our Board since July 2021. Mr. Ruckdaeschel has worked in the financial industry for over 20 years in the United States and Europe as a co-founder, partner and senior executive. Since 2012 to June 2021, he served on the board of directors of Vuzix (Nasdaq: VUZI), a leading supplier of smart glasses and AR technology products and services and was the Chairman of Vuzix’s compensation committee. Mr. Ruckdaeschel co-founded Herakles Capital Management and AMK Capital Advisors in 2008. He was also a partner with Alpha Plus Advisors and Nanostart AG, where he was the head of their U.S. group. Mr. Ruckdaeschel has significant experience in startup operations as the manager of DAC Nanotech-Fund and Biotech-Fund, and sits on several boards. Following service in the German military, Mr. Ruckdaeschel was a research assistant at Dunmore Management focusing on intrinsic value and identifying firms that were undervalued and had global scale potential.

Class III Directors with Terms Expiring at the 2026 Annual Meeting Biographies

Lyron Bentovim, 55, has been our President and Chief Executive Officer, and the Chairman and a member of our Board since he co-founded the Company in 2016. From July 2014 to August 2015, Mr. Bentovim was Chief Operating Officer and Chief Financial Officer of Top Image Systems, a Nasdaq-listed company. From March 2013 to July 2014, Mr. Bentovim served as Chief Operating Officer and Chief Financial Officer of NIT Health and Chief Operating Officer and Chief Financial Officer and Managing Director at Cabrillo Advisors. From August 2009 until July 2012, Mr. Bentovim served as the Chief Operating Officer and Chief Financial Officer of Sunrise Telecom, Inc. a Nasdaq-listed company. Prior to Sunrise Telecom, Inc., from January 2002 to July 2009, Mr. Bentovim was a Portfolio Manager for Skiritai Capital LLC, an investment advisor. Prior to Skiritai Capital LLC, Mr. Bentovim served as the President, Chief Operating Officer and co-founder of WebBrix, Inc. Mr. Bentovim serves on the board of directors of Manhattan Bridge Capital, a Nasdaq-listed company, and has served on the board of directors of the following publicly traded companies: Blue Sphere, RTW Inc., Ault, Inc., Top Image Systems Ltd., Three-Five Systems Inc., Sunrise Telecom Inc., and Argonaut Technologies Inc. Additionally, Mr. Bentovim was a Senior Engagement Manager with strategy consultancies USWeb/CKS, Mitchell Madison Group LLC and McKinsey & Company Inc. Mr. Bentovim has an MBA from Yale School of Management and a law degree from the Hebrew University, Israel.

Lemuel Amen, 58, has served as a member of our Board since May 2021. Mr. Amen is the Founder and Chairman of Altius Manufacturing Group, LLC, an equity growth management firm, and has held senior executive positions and led global business units for Electronic Data Systems and 3M. Mr. Amen has served on the board of directors for a privately held technology firm, AbeTech Inc., since 2009, and on the board of advisors of a privately held industrial firm, Diversified Chemical Technology, Inc., since 2018. Additionally, Mr. Amen is an experienced board governance professional serving high-growth technology, industrial services, and application software firms. Prior board governance service positions include: Chairman of the board of directors for Viking Engineering and Development Inc. (2011 to 2017); board director and operating committee member for Bauer Welding & Metal Fabricators, Inc. (2013 to 2016); and board President and lead director for HighJump Software, Inc. (2005 to 2008). Mr. Amen served as Chairman for the Federal Reserve Bank of Minneapolis, Ninth District Advisory Council from 2012 to 2015. Additional governance and board director service post includes: University of Michigan - Dearborn, College of Business, Board of Advisors (2019 to present); State of Minnesota Governor’s Workforce Development Council (2016 to 2019); Ordway Center for the Performing Arts (2015 to 2018); Junior Achievement Worldwide Inc., Global Board of Directors (2003 to 2008); and Northwestern University, McCormick School of Engineering & Computer Science, Industrial Advisory Board (2000 to 2006). Mr. Amen earned his M.S. in Civil and Environmental Engineering from Northwestern University, and his B.S. in Mechanical Engineering at California State University-Northridge.

Executive Officers

The following table sets forth certain information about our executive officers:

The following is a biographical summary of the experience of our executive officers, with the exception of Mr. Bentovim and Mr. Rothblum, whose biographical summaries are set forth under the caption “Additional Biographical Information about Other Directors Not Standing for Election at this Meeting.”

David J. Smith has been our Chief Creative Officer since he co-founded the Company in 2016, and was a member of our Board from the Company’s inception until December 2023. Since June 2016, Mr. Smith has served as the co-founder and Organizer of NYVR Meetup. Prior to co-founding the Company, Mr. Smith served as the Senior Project Manager at Avison Young, where he managed construction and real estate development projects. From April 2016 to August 2020, Mr. Smith was the Founder of VRTech Consulting LLC, which provided consulting for real estate development projects and virtual reality. Mr. Smith holds a B.S. in Civil Engineering from Pennsylvania State University.

Tyler Gates has been the General Manager of Brightline Interactive, LLC (“BLI”) since August 1, 2022 and the Company’s Chief Futurist Officer since August 1, 2022. Mr. Gates is also a non-voting board observer of our Board. Prior to the closing of our acquisition of BLI, Mr. Gates was the Chief Executive Officer of BLI, and has been with BLI in several executive leadership roles since 2012. Additionally, Mr. Gates served as the founding and former President of the VR/AR Association (VRARA) Washington DC’s Chapter and was the former host of the VRARA Podcast. Mr. Gates holds a BA Degree in Corporate Communications and Interpersonal Psychology from Lenoir-Rhyne University.

Corporate Governance Practices and Policies

Board and Committee Independence

The Board determines whether each of our directors is considered independent. For a director to be considered independent, the director must meet the bright-line independence standards under the Nasdaq listing standards. The Board must also affirmatively determine that, in its opinion, each director has no relationship that would interfere with the directors’ exercise of independent judgment in carrying out the director’s responsibilities. In addition to the Nasdaq listing standards, the Board will consider all relevant facts and circumstances in determining whether a director is independent. The Board has affirmatively determined that each of Ian Charles, Lemuel Amen, Alexander Ruckdaeschel, Tamar Elkeles and Jeff Enslin, is independent in accordance with the Nasdaq listing standards. Our Board has also affirmatively determined that each member of our Audit Committee, Nominating and Corporate Governance Committee And Compensation Committee is an independent director.

Board Committees and Meetings

The Board held five meetings during fiscal year 2024. No director attended fewer than 75% of the aggregate number of all meetings of the Board and committees on which he or she served during fiscal year 2024. The Company expects the directors to attend the Meeting either in person or by conference call.

Board Committees

The Board has created four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Strategy Committee. The Board has adopted a formal, written charter for each of the committees under which each committee operates. The charters can be found in the Corporate Governance section of the Investor Relations tab on the Company’s website at https://ir.theglimpsegroup.com/corpgov/. As a matter of routine corporate governance, each committee intends to review its charter and practices on an annual basis to determine whether its charter and practices are consistent with listing standards of Nasdaq.

Committee Composition

Audit Committee

Our Audit Committee consists of Ian Charles, Lemuel Amen and Jeff Enslin. The Chair of our Audit Committee is Ian Charles. Our Board has determined that each member of the Audit Committee (i) is “independent” as that term is defined in Nasdaq rules, (ii) meets the heightened independence requirements for audit committee members required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and related SEC and Nasdaq rules, (iii) has sufficient knowledge in financial and auditing matters to serve on the audit committee, and (iv) can read and understand fundamental financial statements in accordance with applicable requirements. In addition, our Board has determined that Ian Charles is an “audit committee financial expert” within the meaning of SEC regulations. In arriving at these determinations, our Board has examined each audit committee member’s scope of experience and the nature of their employment.

Our audit committee has a written charter. Our audit committee reviews and reassesses the adequacy of the written charter on an annual basis.

The primary purpose of our Audit Committee is to provide assistance to the Board in fulfilling its oversight responsibility to our stockholders and others relating to (i) the integrity of the Company’s financial statements, (ii) the effectiveness of the Company’s internal control over financial reporting, (iii) the Company’s compliance with legal and regulatory requirements, and (iv) the independent auditor’s qualifications and independence. Specific responsibilities of our audit committee include:

The Audit Committee held four meetings in fiscal year 2024.

Compensation Committee

Our Compensation Committee consists of Alexander Ruckdaeschel, Lemuel Amen and Jeff Enslin. The Chair of our Compensation Committee is Alexander Ruckdaeschel. The Board has affirmatively determined that each member of the Compensation Committee meets the additional independence criteria applicable to compensation committee members under Nasdaq and SEC rules.

Our compensation committee has a written charter. Our compensation committee reviews and reassesses the adequacy of the written charter on an annual basis.

The primary purpose of our compensation committee is to discharge the responsibilities of our Board with respect to all forms of compensation for the Company’s executive officers and to administer the Company’s equity incentive plan for employees. Specific responsibilities of our compensation committee include:

The Compensation Committee held four meetings in fiscal year 2024.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Jeff Enslin, Alexander Ruckdaeschel and Ian Charles. Jeff Enslin serves as the Chairperson of the committee. Our nominating and corporate governance committee has a written charter. Our nominating and corporate governance committee reviews and reassesses the adequacy of the written charter on an annual basis. Our nominating and corporate governance committee’s responsibilities include:

The Nominating and Corporate Governance Committee held one meeting in fiscal year 2024.

Strategy Committee

The members of our Strategy Committee are Lemuel Amen, Alexander Ruckdaeschel, Jeff Enslin, Tamar Elkeles and Lyron Bentovim. Lemuel Amen serves as the Chairperson of the Strategy Committee. The Strategy Committee’s responsibilities include:

The Strategy Committee held two meetings in fiscal year 2024.

Board Diversity Matrix

Our Board Diversity Matrix as of October 21, 2024 is set forth below.

To see our Board Diversity Matrix as of October 13, 2023, please see the proxy statement filed with the SEC on October 16, 2023.

Board Diversity Matrix (As of October 21, 2024)

Total Number of Directors - 7

Board Role in Risk Oversight

Our Audit Committee is primarily responsible for overseeing our risk management processes on behalf of the Board, including with respect to cybersecurity risks. The Audit Committee receives reports from management on at least a quarterly basis regarding management’s assessment of risks to the Company.

In addition, the Audit Committee reports regularly to our Board, which also monitors our risk profile. The Audit Committee and the Board focus on the most significant risks we face and our general risk management strategies, while our management team coordinates responses to day-to-day risks.

Employee, officer and director hedging

None

Code of Conduct and Ethics

We have adopted a written code of ethics and business conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The code is updated periodically. While we make ministerial and technical amendments to the code from time to time, if we make any substantive amendments to, or grant any waivers from, the code for any officer or director, we will disclose the nature of such amendment or waiver in a current report on Form 8-K.

Family Relationships

No family relationships exist among any of our executive officers or directors.

Stockholder Communications with the Board

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board. However, Shareholders have access to the Company’s management via a direct email link that can be foundon the Company’s website, and, in addition, the LinkedIn address of each Board member appears on the Company’s website. We endeavor to ensure that the views of stockholders are heard by the Board, and that appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a more formal process.

Insider Trading Policy

We have adopted an insider trading policy that governs the purchase and sale or other dispositions of our securities by us, our directors, officers and employees, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our insider trading policy has been filed as Exhibit 19.1 to our Annual Report on Form 10-K for fiscal year ending June 30, 2024.

Director Compensation

Because we are still in the development stage, our directors do not receive any cash compensation other than reimbursement for expenses incurred during the performance of their duties or their separate duties as officers of the Company.

The following table sets forth information concerning equity-based compensation for the fiscal year ending June 30, 2024 of our directors serving at such time who are not also named executive officers.

* Common shares issued in lieu of the cancelation of previously issued and fully vested stock options, and Board compensation for the fiscal year

** Includes stock options issued in lieu of the cancelation of previously issued and fully vested stock options, and Board compensation for the fiscal year.

Executive Compensation

This section discusses the material components of our executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. For the fiscal year ended June 30, 2024, our “named executive officers” and their positions were as follows:

Summary Compensation Table

The following table represents information regarding the total compensation awarded to, earned by or paid to our named executive officers during the fiscal years ended June 30, 2024 and 2023:

* FY ‘24 stock option award is primarily in lieu of cancelation of previously issued and fully vested stock options

Employment Agreements

Lyron Bentovim

We have entered into an executive employment agreement with Lyron Bentovim, which employment agreement shall continue until terminated by either us or Mr. Bentovim. Pursuant to Mr. Bentovim’s employment agreement, he receives an annual base cash salary of $265,000. In addition, Mr. Bentovim is eligible to receive performance bonuses as determined by our Compensation Committee.

Maydan Rothblum

We have entered into an executive employment agreement with Maydan Rothblum, which employment agreement shall continue until terminated by either us or Mr. Rothblum. Pursuant to Mr. Rothblum’s employment agreement, he receives an annual cash base salary of $235,000. In addition, Mr. Rothblum is eligible to receive performance bonuses as determined by our Compensation Committee.

David J. Smith

We have entered into an executive employment agreement with David J. Smith, which employment agreement shall continue until terminated by either us or Mr. Smith. Pursuant to Mr. Smith’s employment agreement, he receives an annual cash base salary of $210,000. In addition, Mr. Smith is eligible to receive performance bonuses as determined by our Compensation Committee.

Equity Incentive Plan

In October 2016, our stockholders approved our Equity Incentive Plan, as amended (the “Plan”), which is administered by our Compensation Committee. Pursuant to the Plan, we are authorized to grant options and other equity awards to employees of the Company, non-employee directors or key consultants to the Company and any person who has been offered employment by the Company, provided that such prospective employee may not receive any payment or exercise any right relating to an award until such person has commenced employment with the Company (the “Eligible Persons”). The purchase price of each share of common stock purchasable under an award issued pursuant to the Plan, shall be determined by our Compensation Committee, in its sole discretion, at the time of grant, but shall not be less than 100% of the fair market of such share of common stock on the date the award is granted, subject to adjustment. Our Compensation Committee also has sole authority to set the terms of all awards at the time of grant.

Pursuant to the Plan, a maximum of 10,000,000 shares of our common stock shall be set aside and reserved for issuance. In addition, subject to adjustment as provided in the Plan, the share reserve will automatically increase on January 1 of each calendar year until (and including) January 1, 2030 (each, an “Evergreen Date”) in an amount equal to 5% of the total number of shares of our common stock outstanding on the December 31st immediately preceding the applicable Evergreen Date (the “Evergreen Increase”). Notwithstanding the foregoing, our Board may act prior to the Evergreen Date of a given year to provide that there will be no Evergreen Increase for such year, or that the Evergreen Increase for such year will be a lesser number of shares of our common stock than would otherwise occur pursuant to the preceding sentence. Any common stock delivered under the Plan shall consist of authorized and unissued shares or treasury shares. Pursuant to these provisions, effective January 1, 2024 the number of shares of our common stock set aside for the Plan automatically increased to a total of approximately 12.2 million.

Under the Plan, an Eligible Person may be granted options, stock appreciation rights, restricted stock, phantom stock, sale phantom stock, stock granted as a bonus, a performance award, other stock-based awards or an annual incentive award, together with any related right or interest.

The term of each award under the Plan shall be for such period as may be determined by our compensation committee, subject to the express limitations set forth in the Plan.

Unless earlier terminated by our Board, the Plan will remain in effect until such time as no shares of common stock remain available for delivery under the Plan and the Company has no further rights or obligations under the Plan with respect to outstanding awards under the Plan.

Outstanding Equity Awards at Fiscal Year-End

The following table discloses information regarding outstanding equity awards granted or accrued as of June 30, 2024, for our named executive officers.

Risk Management

The Company does not believe risks arising from its compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the Company.

SECTION 16(A) COMPLIANCE

Section 16(a) of the Exchange Act, requires our directors, officers, and persons who own more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. To our knowledge, based solely on review of the copies of such reports furnished to us, as of the date of this proxy, all Section 16(a) filings applicable to officers, directors, and greater than 10% stockholders were made.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as otherwise indicated below, the following table sets forth certain information regarding beneficial ownership of our common stock as of the Record Date by:

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the securities. Common stock issuable upon the exercise, conversion or settlement of options, warrants, restricted stock units or other rights to acquire common stock that are currently exercisable, convertible or subject to settlement, or exercisable, convertible or subject to settlement within 60 days of the Record Date are deemed to be outstanding and beneficially owned by the holder for the purpose of computing share and percentage ownership of that holder, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as indicated in the footnotes to the table below, and subject to community property laws where applicable, we believe the persons and entities named in the table below have sole voting and investment power with respect to all common stock shown as beneficially owned by them. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o The Glimpse Group, Inc., 15 West 38th St., 12th Floor, New York, NY 10018. The percentage of shares beneficially owned is computed on the basis of 18,166,217 shares of common stock outstanding as of the Record Date.

(1) Includes: 1,053,916 shares of common stock, of which 1,001,945 shares are owned by Darklight Partners LLC (an entity owned and managed by Mr. Bentovim) and fully vested options to purchase 30,250 shares of common stock.

(2) Includes: 486,450 shares of common stock, 35,552 fully vested options and 10,868 options that vest within 60 days. An additional 3,528 shares of common stock are held by Mr. Rothblum’s mother.

(3) Includes: 1,002,298 shares of common stock owned by VRTech Consulting LLC (an entity owned and managed by Mr. Smith) and fully vested options to purchase 5,500 shares of common stock.

(4) Includes: 332,405 shares of common stock owned by Perimetre Capital, LLC (an entity owned and managed by Mr. Enslin).

(5) Represents 148,405 shares of common stock

(6) Represents 48,889 shares of common stock

(7) Represents 32,475 fully vested options and 4,000 options that vest within 60 days

(8) Represents 5,000 fully vested options and 5,000 options that vest within 60 days.

(9) VRTech Consulting LLC is an entity owned and managed by Mr. Smith, our Chief Creative Officer.

(10) Darklight Partners LLC is an entity owned and managed by Mr. Bentovim, our President, Chief Executive Officer and Chairman.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

None.

PROPOSAL NO. 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION

The SEC has adopted final rules requiring most public companies to provide stockholders with periodic advisory (non-binding) votes on executive compensation, also referred to as “say-on-pay” proposals. The Company presents the following proposal, which gives you as a stockholder the opportunity to endorse or not endorse the Company’s compensation for the named executive officers listed under “Executive Compensation” in this proxy statement, by voting for or against the following resolution.

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion is hereby approved.”

Pursuant to Rule 14a-21 of the Exchange Act, this vote will not be binding on the Board or the Compensation Committee and may not be construed as overruling a decision by the Board, creating or implying any change to the fiduciary duties of the Board or any additional fiduciary duty by the Board or restricting or limiting the ability of stockholders to make proposals for inclusion in proxy materials related to executive compensation. The Compensation Committee, however, may take into account the outcome of the vote when considering future executive compensation arrangements.

Required Stockholder Vote and Recommendation of Our Board

In voting to approve the above resolution, stockholders may vote for the resolution, against the resolution or abstain from voting. This matter will be decided by the affirmative vote of a majority of the votes cast at the Meeting by the holders of shares of common stock entitled to vote.

Board Recommendation

OUR BOARD RECOMMENDS THAT YOU VOTE

“FOR” THE RESOLUTION IN THE SAY-ON-PAY PROPOSAL

PROPOSAL NO. 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

While stockholder ratification of the Company’s independent registered public accountants is not required by our Certificate of Incorporation, Bylaws, or otherwise, the Audit Committee and management believe that it is desirable and a matter of good corporate practice for stockholders to ratify the Company’s selection of the independent registered public accountants. The Audit Committee has selected Turner, Stone & Company, L.L.P to serve as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2025. Therefore, we are requesting that stockholders approve the proposal to ratify the appointment of Turner, Stone & Company, L.L.P as our independent registered public accounting firm.

The Audit Committee values the input of our stockholders. In the event that stockholders do not approve this proposal, the Audit Committee may reconsider this appointment.

We have been advised by Turner, Stone & Company, L.L.P that neither the firm nor any of its associates had any relationship during the last fiscal year with our Company other than the usual relationship that exists between independent registered public accountant firms and their clients. Representatives of Turner, Stone & Company, L.L.P are not expected to attend the Meeting in person and therefore are not expected to be available to respond to any questions. As a result, representatives of Turner, Stone & Company, L.L.P will not make a statement at the Meeting.

As reported in our Current Report on Form 8-K filed with the SEC on December 21, 2023, Hoberman & Lesser, CPAs LLP (“Hoberman”) resigned as independent registered public accounting firm of the Company effective as of December 20, 2023.

Hoberman’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2023 and 2022, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended June 30, 2023 and 2022, and the subsequent interim period through December 20, 2023, there were no (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Hoberman on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which would have caused it to make reference to the subject matter of such a disagreement in connection with its audit reports on the Company’s financial statements for such years, or (ii) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).

On December 20, 2023, the Company appointed Turner, Stone & Company, L.L.P. as the Company’s new independent registered public accounting firm effective as of December 20, 2023. The Audit Committee approved the appointment of Turner, Stone & Company, L.L.P.

During the fiscal years ended June 30, 2023 and 2022, and the subsequent interim period through December 20, 2023, neither the Company, nor anyone acting on its behalf, consulted with Turner, Stone & Company, L.L.P. regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and Turner, Stone & Company, L.L.P. did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K.

Board Recommendation

The Board recommends that you vote “for” ratifying the appointment of Turner, Stone & Company, L.L.P. to serve as the Company’s independent registered public accounting firm for the FISCAL year endING June 30, 2025.

Fees Paid to the Independent Registered Public Accounting Firm

The following is a summary of the fees billed or expected to be billed to us for professional services rendered with respect to the fiscal years ended June 30, 2024 and 2023:

“Audit Fees” represent fees for respective fiscal year audits, including the review of our quarterly financial statements.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Our Board has adopted a policy governing the pre-approval by the Audit Committee of all services, audit and non-audit, to be provided to our Company by our independent auditors. Under the policy, the Audit Committee has pre-approved the provision by our independent auditors of specific audit, audit related, tax and other non-audit services as being consistent with auditor independence. Requests or applications to provide services that require the specific pre-approval of the Audit Committee must be submitted to the Audit Committee by the independent auditors, and the independent auditors must advise the Board as to whether, in the independent auditor’s view, the request or application is consistent with the SEC’s rules on auditor independence.

The Audit Committee has considered the nature and amount of the fees billed by Turner, Stone & Company, L.L.P. and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining the independence of Turner, Stone & Company, L.L.P.

Audit Committee Report

The primary purpose of the Audit Committee is to assist the Board in fulfilling its responsibility to oversee our financial reporting activities. The Audit Committee is responsible for reviewing with both our independent registered public accounting firm and management, our accounting and reporting principles, policies and practices, and our accounting, financial, and operating controls and staff. The Audit Committee has reviewed and discussed our audited financial statements with management, and has discussed with our independent registered public accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. Additionally, the Audit Committee has received the written disclosures and the letter from our independent registered public accounting firm, as required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm’s independence. Based upon such review and discussion, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 for filing with the SEC. The Audit Committee has also approved, subject to stockholders’ ratification, the appointment of Turner, Stone & Company, L.L.P. to serve as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025.

Respectfully submitted by the Audit Committee,

Ian Charles (Chair)
Lemuel Amen
Jeff Enslin

OTHER MATTERS

Our Board knows of no other matter to be presented at the Meeting. If any additional matter should properly come before the Meeting, it is the intention of the persons named in the enclosed proxy to vote such proxy in accordance with their judgment on any such matters.

STOCKHOLDER PROPOSALS

Stockholder Director Nominations or Other Stockholder Proposals

Our bylaws provide that, for stockholder nominations of persons for election to our Board or other stockholder proposals to be considered at an annual meeting of our stockholders, (i) a stockholder must give timely notice thereof in proper written form to our Secretary at The Glimpse Group, Inc., 15 West 38th St., 12th Fl, New York, NY 10018, not later than the close of business 90 days, nor earlier than the close of business 120 days, prior to the first anniversary of the date of the preceding year’s annual meeting, and (ii) in the case of business other than nominations, such other business must otherwise be a proper matter for stockholder action. However, our bylaws also provide that in the event the date of the annual meeting is more than 30 days before or more than 90 days after such anniversary date, or if no annual meeting was held in the preceding year, notice by a stockholder must be delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting and the 10th day following the day on which public announcement of the date of such meeting is first made. Any nomination must include all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors in election contests or is otherwise required under Regulation 14A of the Exchange Act, the person’s written consent to be named in the proxy statement and to serve as a director if elected, such other information as is required under our bylaws, and such other information as we might reasonably require to determine the eligibility of the person to serve as a director. As to other business, the notice must include a brief description of the business desired to be brought before the meeting, the text of the proposal, the reasons for conducting such business at the meeting, any material interest of such stockholder (and the beneficial owner) in the proposal, and such other information as is required under our bylaws.

In addition, to make a nomination or proposal, (i) the stockholder must be entitled to vote at the meeting on the election of directors or such business, as applicable, (ii) the stockholder must have held such stockholder’s shares in the Company for no less than one year prior to the date of the proposal, (iii) such stockholder’s shares must represent no less than 1% of our securities entitled to be voted on the proposal or have an aggregate value no less than $2,000, and (iv) such stockholder must be a stockholder of record at the time such notice is delivered to our Secretary.

The foregoing requirements may preclude stockholders from bringing matters before our stockholders at an annual meeting.

Deadline for Submission of Stockholder Proposals for 2025 Annual Meeting of Stockholders

For any proposal to be considered for inclusion in our proxy statement and form of proxy for submission to the stockholders at our 2025 Annual Meeting of Stockholders, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act. Such proposals must be received by the Company at its offices at 15 West 38th St., 12th Fl, New York, NY 10018, no later than 6:00 p.m. on June 30, 2025.

If we are not notified of a stockholder proposal within a reasonable time prior to the time we send our proxy statement for our 2025 Annual Meeting of Stockholders, our Board will have discretionary authority to vote on the stockholder proposal, even though the stockholder proposal is not discussed in the proxy statement. In order to curtail any controversy as to the date on which a stockholder proposal was received by us, it is suggested that stockholder proposals be submitted by certified mail, return receipt requested, and be addressed to The Glimpse Group, Inc., 15 West 38th St., 12th Floor, New York, NY 10018. The foregoing shall not affect any rights of stockholders to request inclusion of proposals in our proxy statement pursuant to Rule 14a-8 under the Exchange Act nor grant any stockholder a right to have any nominee included in our proxy statement.

OTHER IMPORTANT INFORMATION

Proxy Solicitation

The solicitation of proxies is made on behalf of the Board and we will bear the cost of soliciting proxies. Clear Trust, LLC has been engaged to assist in the proxy solicitation. Proxies may be solicited through the mail and through telephonic or telegraphic communications to, or by meetings with, stockholders or their representatives by our directors, officers, and other employees who will receive no additional compensation therefor. We may also retain a proxy solicitation firm to assist us in obtaining proxies by mail from record and beneficial holders of shares for the Meeting. If we retain a proxy solicitation firm, we expect to pay such firm reasonable and customary compensation for its services, including out-of-pocket expenses.

We request persons such as brokers, nominees, and fiduciaries holding stock in their names for others, or holding stock for others who have the right to give voting instructions, to forward proxy material to their principals and to request authority for the execution of the proxy. We will reimburse such persons for their reasonable expenses.

Annual Report

The Annual Report is being sent with this proxy statement to each stockholder and is available at https://ir.theglimpsegroup.com/corpgov/ as well as on the SEC’s website at www.sec.gov.

Delivery of Proxy Materials to Households

Only one copy of this proxy statement is being delivered to multiple registered stockholders who share an address unless we have received contrary instructions from one or more of the stockholders. A separate form of proxy and a separate notice of the Meeting are being included for each account at the shared address. Registered stockholders who share an address and would like to receive a separate copy of this proxy statement, or have questions regarding the householding process, may contact ClearTrust, LLC, by calling +1-813-235-4490, or via email inbox@cleartrusttransfer.com or by forwarding a written request addressed to ClearTrust, LLC, 16540 Pointe Village Drive, Ste 210, Lutz, FL 33558.

Promptly upon request, a separate copy of this proxy statement will be sent. By contacting ClearTrust, LLC, registered stockholders sharing an address can also (i) notify the Company that the registered stockholders wish to receive separate annual reports to stockholders, proxy statements, and/or Notices of Internet Availability of Proxy Materials, as applicable, in the future or (ii) request delivery of a single copy of annual reports to stockholders and proxy statements in the future if registered stockholders at the shared address are receiving multiple copies.

Many brokers, brokerage firms, broker/dealers, banks, and other holders of record have also instituted “householding” (delivery of one copy of materials to multiple stockholders who share an address). If your family has one or more “street name” accounts under which you beneficially own shares of our common stock, you may have received householding information from your broker, brokerage firm, broker/dealer, bank, or other nominee in the past. Please contact the holder of record directly if you have questions, require additional copies of this proxy statement or our Annual Report or wish to revoke your decision to household and thereby receive multiple copies. You should also contact the holder of record if you wish to institute householding.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements, and other information with the SEC. Such reports, proxy statements, and other information are available on the SEC’s website at www.sec.gov. Stockholders who have questions in regard to any aspect of the matters discussed in this proxy statement should contact the Company’s Chief Financial Officer & Chief Operating Officer, Maydan Rothblum, at (917) 292-2685 or via email maydan@theglimpsegroup.com or by mail at 15 West 38th St., 12th Fl, New York, NY 10018 or by telephone on (917) 292-2685.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and the Annual Report are available at https://ir.theglimpsegroup.com/corpgov/ .