董事会已确定2024年10月21日为2024年度股东大会的“记录日期”。截至记录日期业务收市，只有我们普通股、A-1系列可转换优先股和/或S小单可转换优先股的记录持有人有权收到2024年度股东大会及任何递延会议的通知并投票。本通知中亦附上 (i) 我们截至2023年12月30日财政年度的10-K表年报及 (ii) 一份代理委托书。
A:虽然我们在年度股东大会上并不知道除了这份代理委托书陈述的提议外的任何业务，但如果在年度股东大会上提出其他业务，您的代理委托书授权总裁Tony Isaac和财务长Virland A. Johnson自行就这些事项投票。
Q:2025年股东大会的股东提案应该何时交?
A:要审慎考虑纳入公司2025年年度股东大会的代理声明中，股东提议必须在2025年6月2日或在公司将2025年年度股东大会的日期比今年大于30天时，于公司开始列印和发送代理资料前合理的时间内送达公司办公室。提议必须符合1934年证券交易法修订案下的第14a-8条规定（“","""），并必须以书面形式提交，并交付或邮寄至ALT5 Sigma Corporation的公司秘书，地址为325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119。证券交易所法案并且必须以书面形式提交并交付或邮寄至公司秘书，位于ALT5 Sigma Corporation, 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119。
John Bitar has been one of our directors since January 2020. Since 2012, Mr. Bitar has been providing consulting services to companies and clients on business and legal strategies, management, operations, and cost controls. From 2007 to 2012, Mr. Bitar co-founded and was Managing Partner of a worker’s compensation law firm. Mr. Bitar has been an attorney admitted to the California State Bar since 1999. Mr. Bitar graduated from the University of Southern California in 1996 and earned his Juris Doctorate Degree in 1999 from University of the Pacific, McGeorge School of Law. We believe that Mr. Bitar brings to our Board significant business experience and brings operational expertise.
Ron Pitters has been one of our directors since [*] 2024. For more than the past five years, Ron has held executive positions with Axos Financial, Inc., and various of its operating units.He currently serves as Axos Bank’s Chief Information Officer, having previously served as President and Chief Operating Officer of Axos Digital Assets, LLC, Business Unit Leader and Chief Operating Officer of Axos Securities, LLC, and President and Chief Operating Officer of Axos Business Center, Inc. (Philippines).Prior to his service with Axos Bank, Mr. Pitters founded and was managing director of MindAlign, LLC.He also has served as the Head of Technology & Transformation (Global Markets & Risk) for OCBC Singapore; Group CIO at the Commercial Bank of Qatar; Business Unit CIO for ABN AMRO Global Markets in Chicago, London, Amsterdam; and Head of Trading (FX/Futures Arbitrage) for ABN AMRO Global Markets.He also currently is an independent director of Cozera, Inc. Ron is an accomplished C-level executive, with over 20 years of experience generating and delivering revenue opportunities, and working in business and corporate development, regulatory compliance, credit and risk management, strategy and architecture and delivery management and has held varying leadership roles, including technology, management consulting, business turnarounds, corporate transformations, and start-ups. His most recent accomplishments include successful start-ups in the captive offshore space, self-direct trading, and digital assets business. Mr. Pitters has completed business turnarounds of a securities clearing firm and a digital robo-advisory business. We believe that Mr. Pitters brings to our Board a broad range of experience that will prove invaluable as we continue to expand our fintech operations.
Nael Hajjar has been one of our directors since August 2018. Mr. Hajjar is currently the Unit Head for the Annual Wholesale Trade Survey in Statistics Canada’s Manufacturing and Wholesale Trade Division. From March 2011 through May 2016, Mr. Hajjar was a Senior Analyst — Economist of Statistics Canada’s Producer Prices Division, where he developed Canada’s first ever Investment Banking Services Price Index while leading the development of a variety of Financial Services Price Index development projects. We believe that Mr. Hajjar brings to our Board extensive experience in research and analysis of financial statistics, economics, and business practices in a variety of industries, including manufacturing, logging, Wholesale Trade, and financial services. We believe that Mr. Hajjar also has extensive experience
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in project management, and he holds a Bachelor of Social Science, Honors in Economics (which he earned in 2006), and Bachelor of Commerce, Option in Finance (which he earned in 2008), both from the University of Ottawa.
Director Independence
There are no family relationships among any of the directors or executive officers of the Company. Of the current directors, each of Messrs. Butler, Bitar, Hajjar, and Pitters is an “independent” director, as defined under the rules of The Nasdaq Stock Market (“Nasdaq”) and each has been an independent director since each joined our Board.
Board Leadership Structure and Role in Risk Oversight
Tony Isaac, our President and Secretary, also serves as Chairman of our Board. Currently, our Board does not have a Lead Independent Director. Although our Board reserves the right to make changes in the future, it believes that the current structure, as described in this Proxy Statement, is appropriate at this time given the size and experience of our Board, as well as the background and experience of management.
It is management’s responsibility to manage risk and bring to the attention of our Board the most material risks affecting the Company. Our Board, including through committees of our Board comprised solely of independent directors, regularly reviews various areas of significant risk to the Company, and advises and directs management on the scope and implementation of policies, strategic initiatives, and other actions designed to mitigate various types of risks. Specific examples of risks primarily overseen by our full Board include competition risks, industry risks, economic risks, liquidity risks, and business operations risks. Our Audit Committee reviews with management and the independent auditors significant financial risk exposures and the processes management has implemented to monitor, control, and report such exposures. Our Audit Committee also reviews and approves transactions with related persons. Our Compensation Committee (the “Compensation Committee”) reviews and evaluates potential risks related to the attraction and retention of talent, and risks related to the design of compensation programs established by our Compensation Committee for our executive officers.
Actions and Committees of our Board
In fiscal 2024, our Board met [*] times and took action by unanimous written consent [*] times. In fiscal 2024, our Board had three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The Audit Committee met [*] times during fiscal 2024. Our Compensation Committee met [*] during fiscal 2024 and took action by unanimous written consent one time. Our Nominating and Corporate Governance Committee did not hold a formal meeting during fiscal 2024 but did take [*] action by unanimous written consent. Our Board currently has no other standing committees and has no current plans to establish additional committees. Each person who served as a director during fiscal 2024 attended at least 75% of the meetings of our Board and of the committees on which the director served. It is our policy that all directors should attend the Annual Meeting of Stockholders. Four out of four members of our Board who were in place at the time of last year’s Annual Meeting of Stockholders attended last year’s Annual Meeting.
The Audit Committee (the “Audit Committee”) of our Board is comprised entirely of non-employee directors. In fiscal 2023, the members of our Audit Committee were Mr. Bitar, Mr. Butler (Chair), and Mr. Hajjar. Each of Messrs. Bitar, Butler, and Hajjar was an “independent” director as defined under Nasdaq rules. Our Audit Committee is responsible for selecting and approving our independent auditors, for relations with the independent auditors, for review of internal auditing functions (whether formal or informal) and internal controls, and for review of financial reporting policies to assure full disclosure of financial condition. Our Audit Committee operates under a written charter adopted by our Board, which is posted on our website at www.janone.com under the caption “Investors — Governance — Governance Documents.” The Board has determined that Mr. Butler is an “audit committee financial expert” as defined in SEC rules. Our Audit Committee operates under a written charter adopted by our Board, which is posted on our website at www.janone.com under the caption “Investors — Governance — Governance Documents.”
Compensation Committee
The Compensation Committee (the “Compensation Committee”) of our Board is comprised entirely of non-employee directors. In fiscal 2023, the members of our Compensation Committee were Mr. Hajjar and Mr. Butler (Chair), each of whom was also an “independent” director as defined under Nasdaq rules. Our Compensation Committee is responsible for review and approval of officer salaries and other compensation and benefits programs and determination of officer bonuses. Annual compensation for our executive officers, other than our Chief Executive Officer, is recommended by our Chief Executive Officer and approved by our Compensation Committee. The annual compensation for our Chief Executive Officer is recommended by our Compensation Committee and formally approved by our full Board. Our Compensation Committee may approve grants of equity awards under our stock compensation plans. Our Compensation Committee operates under a written charter adopted by our Board in March 2011, which is posted on our website at www.janone.com under the caption “Investors — Governance — Governance Documents.”
In the performance of its duties, our Compensation Committee may select independent compensation consultants to advise the committee when appropriate. No compensation consultant played a role in the executive officer and director compensation for fiscal 2023. In addition, our Compensation Committee may delegate authority to subcommittees where appropriate. Our Compensation Committee may separately meet with management if deemed necessary and appropriate.
Governance Committee
The Nominating and Corporate Governance Committee (our “Governance Committee”) is comprised entirely of non-employee directors. In fiscal 2023, the members of our Governance Committee were Mr. Butler and Mr. Bitar, each of whom was also an “independent” director as defined under Nasdaq rules. The primary purpose of our Governance Committee is to ensure an appropriate and effective role for our Board in our governance. The principal recurring duties and responsibilities of our Governance Committee include (i) making recommendations to our Board regarding the size and composition of our Board, (ii) identifying and recommending to our Board candidates for election as directors, (iii) reviewing our Board’s committee structure, composition and membership and recommending to our Board candidates for
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appointment as members of our Board’s standing committees, (iv) reviewing and recommending to our Board corporate governance policies and procedures, (v) reviewing our Code of Business Ethics and Conduct and compliance therewith, and (vi) ensuring that emergency succession planning occurs for the positions of Chief Executive Officer, other key management positions, our Board chairperson and Board members. Our Governance Committee operates under a written charter adopted by our Board, which is posted on our website at www.janone.com under the caption “Investors — Governance — Governance Documents.”
Our Governance Committee will consider director candidates recommended by stockholders. The criteria applied by our Governance Committee in the selection of director candidates is the same whether the candidate was recommended by a Board member, an executive officer, a stockholder, or a third party, and accordingly, our Governance Committee has not deemed it necessary to adopt a formal policy regarding consideration of candidates recommended by stockholders. Stockholders wishing to recommend candidates for Board membership should submit the recommendations in writing to our Secretary.
Our Governance Committee identifies director candidates primarily by considering recommendations made by directors, management, and stockholders. Our Governance Committee also has the authority to retain third parties to identify and evaluate director candidates and to approve any associated fees or expenses. Board candidates are evaluated on the basis of a number of factors, including the candidate’s background, skills, judgment, diversity, experience with companies of comparable complexity and size, the interplay of the candidate’s experience with the experience of other Board members, the candidate’s independence or lack of independence, and the candidate’s qualifications for committee membership. Our Governance Committee does not assign any particular weighting or priority to any of these factors and considers each director candidate in the context of the current needs of our Board as a whole. Director candidates recommended by stockholders are evaluated in the same manner as candidates recommended by other persons.
Review, Approval, or Ratification of Transactions with Related Persons
Our Audit Committee is responsible for the review and approval of all transactions in which we were or are to be a participant and in which any of our executive officers, directors, or director nominees, or any immediate family member of any such person (“related persons”) have or will have a material interest. In addition, all, if any, transactions with related persons that come within the disclosures required by Item 404 of the SEC’s Regulation S-K must also be approved by our Audit Committee. The policies and procedures regarding the approval of all such transactions with related persons have been approved at a meeting of our Audit Committee and are evidenced in our corporate records. Each member of our Audit Committee is an “independent” director as defined under Nasdaq rules.
Code of Ethics
Our Audit Committee has adopted a code of ethics applicable to our directors and officers (including our Chief Executive Officer, President, and Chief Financial Officer) and other of our senior executives and employees in accordance with applicable rules and regulations of the SEC and Nasdaq. A copy of the code of ethics may be obtained upon request, without charge, by addressing a request to Corporate Secretary, ALT5 Sigma Corporation, 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119. The code of ethics is also posted on our website at www.janone.com under “Investors — Governance — Governance Documents.”
We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding the amendment to, or waiver from, a provision of the code of ethics by posting such information on our website at the address and location specified above and, to the extent required by the listing standards of the Nasdaq Capital Market, by filing a Current Report on Form 8-K with the SEC disclosing such information.
Board Contact Information
If you would like to contact our Board or any committee of our Board, you can send an email to board@janone.com, or write to ALT5 Sigma Corporation, c/o Corporate Secretary, 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119. All communications will be compiled by the Secretary of the Company and submitted to our Board or the applicable committee or director on a periodic basis.
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OFFICERS
Set forth below is certain information regarding our current executive officers as of October 21, 2024, other thanTony Isaac, whose biographical information is presented under “Nominees for Election to the Board of Directors.”
Peter Tassiopoulos, 55
Mr. Tassiopoulos has been our Chief Executive Officer since August 2024. Mr. Tassiopoulos has over 30 years of leadership experience across healthcare, finance, and technology sectors. From April 4, 2022, until his appointment as our Chief Executive Officer, Mr. Tassiopoulos had served as an independent mergers and acquisitions (M&A) consultant, consulting for various companies. During that time, he restructured in excess of $150 million in debt and facilitated a $35 million asset purchase for a Canadian public company. Prior to that, from March 2013 through December 1, 1014, Peter served as the Chief Executive Officer of Sphere 3D Corp. (Nasdaq: ANY), and then, from December 1, 2014 until November 14, 2018, as its President, and, from November 14, 2018 to April 2022, as its Chief Executive Officer again. He also served as a director from March 2014 through April 4, 2022. Mr. Tassiopoulos has successfully completed over $1 billion in M&A, divestitures, and financing transactions throughout his career. He has led teams in executing complex transactions with a focus on mergers and acquisitions, capital market strategies, and strategic relationships. His industry experience spans cryptocurrency, technology, IT, healthcare, and gaming. We believe that Mr. Tassiopoulos brings a wealth of experience in finance, mergers and acquisitions and strategic planning to our Board.
Virland A. Johnson, 63
Mr. Johnson was appointed our Chief Financial Officer on August 21, 2017. Mr. Johnson had previously served us as a consultant beginning in February 2017. Mr. Johnson served as Chief Financial Officer for Live Ventures (Nasdaq: LIVE) between January 3, 2017 and September 21, 2021. Prior to joining Live Ventures, Mr. Johnson was Sr. Director of Revenue for JDA Software from February 2010 to April 2016, where he was responsible for revenue recognition determination, sales and contract support while acting as a subject matter expert. Prior to joining JDA, Mr. Johnson provided leadership and strategic direction while serving in C-Level executive roles in public and privately held companies such as Cultural Experiences Abroad, Inc., Fender Musical Instruments Corp., Triumph Group, Inc., Unitech Industries, Inc. and Younger Brothers Group, Inc. Mr. Johnson’s more than 30 years of experience is primarily in the areas of process improvement, complex debt financings, SEC and financial reporting, turn-arounds, corporate restructuring, global finance, merger and acquisitions and returning companies to profitability and enhancing stockholder value. Mr. Johnson holds a Bachelor’s degree in Accountancy from Arizona State University which he earned in 1982, and holds a CPA license in "Retired" status in the State of Arizona.
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APPROVAL OF THE 2024 EQUITY INCENTIVE PLAN
(Proposal No. 2)
What Am I Voting On?
Stockholders are being asked to approve the Company’s 2024 Equity Incentive Plan (the “2024 Plan”), which was approved by our Board on [*]. The 2024 Plan will become effective on the date it is approved by our stockholders, and will replace the 2023 Plan, which is the only plan under which equity awards are currently being granted.
Voting Recommendation
FOR the approval of the 2024 Plan because it includes a number of features that we believe are consistent with the interests of our stockholders and sound corporate governance practices.
General
The purpose of the 2024 Plan is to enhance stockholder value by linking the compensation of our officers, directors, key employees, and consultants to increases in the price of our Common Stock and the achievement of other performance objections and to encourage ownership in the Company by key personnel whose long-term employment is considered essential to our continued progress and success. The 2024 Plan is also intended to assist us in recruiting new employees and to motivate, retain, and encourage such employees and directors to act in our stockholders’ interest and share in our success.
Term
The 2024 Plan will become effective upon approval by our stockholders and will continue in effect from that date until it is terminated in accordance with its terms.
Administration
The 2024 Plan may be administered by our Board, a committee designated by it, and/or their respective delegates. Our Board currently contemplates that our Compensation Committee will administer the 2024 Plan. The administrator has the power to determine the directors, employees, and consultants who may participate in the 2024 Plan and the amounts and other terms and conditions of awards to be granted under the Incentive Plan. All questions of interpretation and administration with respect to the 2024 Plan will be determined by the administrator. The administrator also will have the complete authority to adopt, amend, rescind, and enforce rules and regulations pertaining to the administration of the 2024 Plan; to correct administrative errors; to make all other determinations deemed necessary or advisable for administering the 2024 Plan and any award granted under the 2024 Plan; and to authorize any person to execute, on behalf of the Company, all agreements and documents previously approved by the administrator, among other items.
Eligibility
Any of our directors, employees, or consultants, or any directors, employees, or consultants of any of our affiliates (except that with respect to incentive stock options, only employees of the Company or any of our subsidiaries are eligible), are eligible to participate in the 2024 Plan.
Available Shares
Subject to the adjustment provisions included in the 2024 Plan, a total of three million shares of our Common Stock would be authorized for awards granted under the 2024 Plan. Shares subject to awards that have been canceled, expired, settled in cash, or not issued or forfeited for any reason (in whole or in part), will not reduce the aggregate number of shares that may be subject to or delivered under awards granted under the 2024 Plan and will be available for future awards granted under the 2024 Plan.
Types of Awards
We may grant the following types of awards under the 2024 Plan: stock awards; options; stock appreciation rights; stock units; or other stock-based awards.
Stock Awards. The 2024 Plan authorizes the grant of stock awards to eligible participants. The administrator determines (i) the number of shares subject to the stock award or a formula for determining such number, (ii) the purchase price of the shares, if any, (iii) the means of payment for the shares, (iv) the performance criteria, if any, and the level of
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achievement versus these criteria, (v) the grant, issuance, vesting, and/or forfeiture of the shares, (vi) restrictions on transferability, and (vii) such other terms and conditions determined by the administrator.
Options. The 2024 Plan authorizes the grant of non-qualified and/or incentive options to eligible participants, which options give the participant the right, after satisfaction of any vesting conditions and prior to the expiration or termination of the option, to purchase shares of our Common Stock at a fixed price. The administrator determines the exercise price for each share subject to an option granted under the 2024 Plan, which exercise price cannot be less than the fair market value (as defined in the 2024 Plan) of our Common Stock on the grant date. The administrator also determines the number of shares subject to each option, the time or times when each option becomes exercisable, and the term of each option (which cannot exceed ten (10) years from the grant date).
Stock Appreciation Rights. The 2024 Plan authorizes the grant of stock appreciation rights to eligible participants, which stock appreciation rights give the participant the right, after satisfaction of any vesting conditions and prior to the expiration or termination of the stock appreciation right, to receive in cash or shares of our Common Stock the excess of the fair market value (as defined in the 2024 Plan) of our Common Stock on the date of exercise over the exercise price of the stock appreciation right. All stock appreciation rights under the 2024 Plan shall be granted subject to the same terms and conditions applicable to options granted under the 2024 Plan. Stock appreciation rights may be granted to awardees either alone or in addition to or in tandem with other awards granted under the 2024 Plan and may, but need not, relate to a specific option granted under the 2024 Plan.
Stock Unit Awards and Other Stock-Based Awards. In addition to the award types described above, the administrator may grant any other type of award payable by delivery of our Common Stock in such amounts and subject to such terms and conditions as the administrator determines in its sole discretion, subject to the terms of the 2024 Plan. Such awards may be made in addition to or in conjunction with other awards under the 2024 Plan. Such awards may include unrestricted shares of our Common Stock, which may be awarded, without limitation (except as provided in the 2024 Plan), as a bonus, in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, or upon the attainment of performance goals or otherwise, or rights to acquire shares of our Common Stock from us.
Award Limits
Subject to the terms of the 2024 Plan, the aggregate number of shares that may be subject to all incentive stock options granted under the 2024 Plan cannot exceed the total aggregate number of shares that may be subject to or delivered under awards under the 2024 Plan. Notwithstanding any other provisions of the 2023 Plan to the contrary, the aggregate grant date fair value (computed as specified in the 2024 Plan) of all awards granted to any non-employee director during any single calendar year shall not exceed 100,000 shares.
New Plan Benefits
The amount of future grants under the 2024 Plan is not determinable, as awards under the 2024 Plan will be granted at the sole discretion of the administrator. We cannot determinate at this time either the persons who will receive awards under the 2024 Plan or the amount or types of such any such awards.
Transferability
Unless determined otherwise by the administrator, an award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by beneficiary designation, will, or by the laws of descent or distribution, including but not limited to any attempted assignment or transfer in connection with the settlement of marital property or other rights incident to a divorce or dissolution, and any such attempted sale, assignment, or transfer shall be of no effect prior to the date an award is vested and settled.
Termination of Employment or Board Membership
At the grant date, the administrator is authorized to determine the effect a termination from membership on our Board by a non-employee director for any reason or a termination of employment (as defined in the 2024 Plan) due to disability (as defined in the 2024 Plan), retirement (as defined in the 2024 Plan), death, or otherwise (including termination for cause (as defined in the 2024 Plan)) will have on any award. Unless otherwise provided in the award agreement:
•Upon termination from membership on our Board by a non-employee director for any reason other than disability or death, any option or stock appreciation right held by such director that (i) has not vested and is not exercisable as of the termination effective date will be subject to immediate cancellation and forfeiture or (ii) is vested and exercisable as of the
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termination effective date shall remain exercisable for one year thereafter, or the remaining term of the option or stock appreciation right, if less. Any unvested stock award, stock unit award, or other stock-based award held by a non-employee director at the time of termination from membership on our Board for a reason other than disability or death will immediately be cancelled and forfeited.
•Upon termination from membership on our Board by a non-employee director due to disability or death will result in full vesting of any outstanding option or stock appreciation rights and vesting of a prorated portion of any stock award, stock unit award, or other stock based award based upon the full months of the applicable performance period, vesting period, or other period of restriction elapsed as of the end of the month in which the termination from membership on our Board by a non-employee director due to disability or death occurs over the total number of months in such period. Any option or stock appreciation right that vests upon disability or death will remain exercisable for one year thereafter, or the remaining term of the option or stock appreciation right, if less. In the case of any stock award, stock unit award, or other stock-based award that vests on the basis of attainment of performance criteria (as defined in the 2024 Plan), the pro rata vested amount will be based upon the target award.
•Upon termination of employment due to disability or death, any option or stock appreciation right held by an employee will, if not already fully vested, become fully vested and exercisable as of the effective date of such termination of employment due to disability or death, or, in either case, the remaining term of the option or stock appreciation right, if less. Termination of employment due to disability or death shall result in vesting of a prorated portion of any stock award, stock unit award, or other stock based award based upon the full months of the applicable performance period, vesting period, or other period of restriction elapsed as of the end of the month in which the termination of employment due to disability or death occurs over the total number of months in such period. In the case of any stock award, stock unit award, or other stock-based award that vests on the basis of attainment of performance criteria, the pro-rata vested amount will be based upon the target award.
•Any option or stock appreciation right held by an awardee at retirement that occurs at least one year after the grant date of the option or stock appreciation right will remain outstanding for the remaining term of the option or stock appreciation right and continue to vest; any stock award, stock unit award, or other stock based award held by an awardee at retirement that occurs at least one year after the grant date of the award shall also continue to vest and remain outstanding for the remainder of the term of the award.
FOR the ratification and approval of the issuance of 150,000 shares of the Company’s common stock to its President.
General
The purpose of this Proposal No. 3 is to ratify and approve our Compensation Committee’s grant of 150,000 shares of Common Stock to our President.Our Compensation Committee determined in its reasonable judgment that those shares should be granted based upon our President’s performance during our transition from a biotechnology-based company at the end of our 2023fiscal year into our current status as a fintech that provides next generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and safe-keeping of digital assets.Further, we recently announced our strategic plan to separate into two distinct companies – fintech and biotechnology.Following consummation of this plan, we will separate our Fintech and Biotech businesses, with ALT5 continuing as a leading fintech organization post-separation.The Biotech segment will emerge as Alyea Therapeutics Corporation, an independent firm that will be dedicated to developing non-addictive pain management therapies.
Required Vote
Assuming that a quorum is present, the affirmative vote of the holders of a majority in voting power of the shares of our Common Stock and shares of Series A-1 Preferred Stock and Series S Preferred Stock that are present in person or by proxy and entitled or required to vote on Proposal No. 3 will be necessary to approve the ratification of the award as disclosed in this Proxy Statement.Abstentions and broker non-votes will have the effect of a vote against Proposal No. 3.
Our Board recommends that you vote “FOR” the ratification and approval of the issuance of 150,000 shares of our Common Stock to our President.
2022年8月，SEC修改其规则，要求公司披露反映公司执行长实际支付的薪酬与公司财务表现之间关系的信息。根据新的SEC规则，下表指明支付给公司首席执行长托尼·艾萨克以及公司其他两名最近两个财政年度的执行长（简称NEO）的执行长薪酬，以及公司最近两个财政年度的财务表现指标。计算“实际支付给PEO的薪酬”[第4列]和“实际支付给非PEO NEOs的平均薪酬”[第6列]的方法，包括有关从“总补偿表”总额中扣除和增加的金额的细节，以确定所呈现的实际支付薪酬的数值，均在表的注脚中提供。就绩效指标而言，该表包含公司的累计总股东回报率（TSR）和净利润，如公司审计的基本报表所述。此外，在Pay vs Performance表中提到的期间内，以下是执行长实际支付的薪酬与公司累计TSR和净利润之间的关系描述。PEO在上述公司最近两个完成的财政年度中，《SEC》采纳了对其规则的修订，要求公司披露实际支付的执行董事薪酬与公司财务表现之间关系的信息。根据新的《SEC》规则，下表指明了支付给Tony Isaac，公司的首席执行官（PEO），“其他NEO”两名在公司最近两个完成的财政年度中所支付的执行董事薪酬，以及公司的财务表现指标。计算“实际支付给PEO的薪酬”[第4列]以及“实际支付给非PEO NEOs的平均薪酬”[第6列]的方法，包括有关从Summary Compensation Table总额中扣除和增加的金额以确定用于实际支付的值的细节，都在表格的注脚中提供。关于绩效指标，这份表格包括了公司的累积总股东回报率（TSR）和净利润，这些数值都是根据公司审计的基本报表所得出。此外，以下是在Pay vs Performance表中所指出的期间内执行董事实际支付的薪酬与公司累计TSR和净利润之间关系的描述。
•选项。期权可以是激励股票期权（」ISO」) 特别指定为遵守《税务守则》第 422 条或非合格的股票期权（」非营运机构」)。期权将按管理员决定，但有关 ISO 的最长期限和一年内可能获得的 ISO 最高价值的某些法定限制。根据 ISO 规定的每股股份的行使价将等于或大于 ISO 授出当日股份的公平市值，除非 ISO 授予拥有超过 10％ 的持有本公平股份的股东的情况下，执行价格将等于或大于授予当日股份公平市值的 110%。每股持有 NSO 的行使价由本公司董事会在授出时决定，但将等于或大于授予当日股份的公平市值。期权的收款人在行使该奖励并发行或制作证明该等股份之证明该等股份之股份之股份之后，作为股东的股东并不具有权利。
(II) 160亿3规则为了使本协议的交易合乎《证券交易法》下制定的第160亿3条规定的豁免情况，将由整个董事会或履行160亿3条款下“非雇员董事”一词所指的二名或更多董事组成的委员会进行任命。160亿3规则为了使本协议的交易合乎《证券交易法》下制定的第160亿3条规定的豁免情况，将由整个董事会或履行160亿3条款下“非雇员董事”一词所指的二名或更多董事组成的委员会进行任命。
10. 股票升值权。 A “股权升值权”或“港币‘股票升值权’是指授予受奖人在行使时有权利收取现金或股份（由管理员确定），其价值等于或基于（a）行使时指定股份的公平市值减去（b）权利的总行使价，该行使价由管理员在授予日期确定。根据计划，所有股票升值权应按照与期权相同的条款和条件予以授予，如计划第8条所述。股票升值权可单独授予受奖人（“独立授予”）或与计划下授予的其他奖励附加或并行授予，并且可以但不必与在计划第8条下授予的特定期权有关。然而，与期权并行授予的任何股票升值权可于与该期权同时授予，或在该期权行使或到期之前的任何时候授予，并且应基于授予日期一股份的公平市值，或者如适用，基于提供股票升值权的授予日期或在期权的授予日期之后但在期权行使或到期之前授予的股票升值权（符合《税务法》第409A条的要求）。除计划第8条的规定外，管理员可对任何股票升值权施加其他条件或限制，以便视情况决定。
