JOINT Corp Files Proxy Statement Supplement

TL;DR

JOINT Corp dropped extra proxy docs for the May 22nd shareholder meeting. No fee.

AI Summary

JOINT Corp filed definitive additional materials on May 13, 2024, supplementing its proxy statement for the 2024 Annual Meeting of Stockholders scheduled for May 22, 2024. The filing, made under Schedule 14A, concerns matters related to the meeting and does not require a filing fee.

Why It Matters

This filing provides additional information to shareholders before the annual meeting, ensuring they have all necessary details to make informed voting decisions.

Risk Assessment

Risk Level: low — This is a routine filing of additional proxy materials and does not indicate any unusual risks or events.

Key Players & Entities

• JOINT Corp (company) — Registrant
• 0001171843-24-002804 (filing_id) — Accession Number
• May 13, 2024 (date) — Filing Date
• May 22, 2024 (date) — Annual Meeting Date

FAQ

Key Financial Figures

• $12 m — “SVT”) calculations by over $12 million, resulting in SVT levels well bel
• $12,549,093 million — quo; those shares and the corresponding $12,549,093 million of SVT. As shown in the tables below, t
• $24,740,000 — New shares requested (A) 2,000,000 $24,740,000 13.39% New shares requested (A) 2,0
• $12,549,093 — ilable shares remaining (B) 1,014,478 $12,549,093 6.79% Available shares remaining (B)
• $6,355,630 — nexercised granted shares (C) 718,235 $6,355,630 3.44% Unvested/unexercised granted s
• $37,289,093 — 44% New + Available (A+B) 3,014,478 $37,289,093 20.18% New + Available (A+B) 2,000,
• $43,644,723 — lable + Outstanding (A+B+C) 3,732,713 $43,644,723 23.62% New + Available + Outstanding
• $31,095,630 — lable + Outstanding (A+B+C) 2,718,235 $31,095,630 16.83% The ISS Report Contains Other

Filing Documents

• defa14a_051324.htm (DEFA14A) — 83KB
• logo.jpg (GRAPHIC) — 6KB
• 0001171843-24-002804.txt ( ) — 93KB

From the Filing

ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under Rule 14a-12 THE JOINT CORP. (Name of registrant as specified in its charter) (Name of person(s) filing proxy statement, if other than the registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. 16767 N. Perimeter Drive, Suite 110 Scottsdale, AZ 85260 SUPPLEMENT TO PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 22, 2024 The date of this Supplement is May 13, 2024 On May 13, 2024 we made available to stockholders the following communication in connection with our 2024 Annual Meeting of Stockholders to be held on May 22, 2024 (the “2024 Annual Meeting”). We filed a proxy statement with the U.S. Securities and Exchange Commission on April 19, 2024 describing the matters to be voted on at the 2024 Annual Meeting. This communication should be read in conjunction with the proxy statement. Dear Stockholder: This letter provides additional information with respect to two proposals to be voted on by stockholders at our 2024 Annual Meeting: Proposal 1 (Election of Directors) and Proposal 4 (Approval of The Joint Corp. 2024 Incentive Stock Plan). Proposal 1 (Election of Directors) We previously disclosed in our proxy statement that “All of our directors participated by teleconference or in person in all of the meetings of the Board of Directors during 2023, with the exception of one director missing two meetings . All of the members of the Audit, Compensation, and Nominating and Governance Committees participated by teleconference or in person in all of the meetings of those committees during the year, with the exception of one director missing two meetings and one director missing one meeting.” While our proxy statement disclosure may not have been explicit, for the avoidance of doubt, we hereby expressly confirm that each director attended 75% or more of the aggregate of all meetings of the Board of Directors and the committees on which he or she served. For the reason detailed above, our Board of Directors unanimously recommends that stockholders vote “FOR” each of the seven nominees to the Board of Directors. In the event that you have already voted against any of the director nominees and wish to change your vote, we strongly encourage you to do so. Proposal 4 (Approval of The Joint Corp. 2024 Incentive Stock Plan) On May 2, 2024, Institutional Shareholder Services (“ISS”) issued an advisory report (the “ISS Report”) addressing, among other things, Proposal 4 (Approval of The Joint Corp. 2024 Incentive Stock Plan) to be voted upon at our 2024 Annual Meeting. We disagree with ISS’ recommendation for the reasons outlined below and have brought these errors to the attention of ISS in a letter dated May 13, 2024. The ISS Report recommends a vote AGAINST the proposal to approve The Joint Corp. 2024 Incentive Stock Plan (the “2024 Plan”). A key factor for this recommendation is ISS’ concern that the plan cost is excessive. The ISS Conclusion that the Plan Costs Are Excessive Fails to Consider the Imminent Expiration of the 2014 Plan Prior to the Approval of the New 2024 Plan. The Two Plans Will Not Operate in Tandem, and Shares Will Not be Transferred from the 2014 Plan to the 2024 Plan. 2 The ISS calculations of plan costs are overstated because they fail to take into account the fully disclosed expiration of the 2014 Incentive Stock Plan (the “2014 Plan”) prior to the adoption of the proposed 2024 Plan. This expiration reduces the shareholder value transfer (“SVT”) calculations by over $12 million, resulting in SVT levels well below ISS benchmarks. The ISS erroneous SVT calculations include shares (i) available under the new 2024 Plan, if approved, (ii) shares remaining available under the 2014 Plan, which is expiring and under which no further grants can thereafter be made, and (iii) shares underlying unvested/unexercised granted shares. However, ISS’ calculations do not take into account the fact that the 2014 Plan expires on May 15, 2024 prior to the date of the 2024 Annual Meeting, at which the proposal to approve the 2024 Plan will be voted upon by stockholders. Under the terms of the 2014 Plan, grants cannot be made following its expiration on May 15, 2024. As of tha

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