Lendway, Inc. Files Definitive Proxy Statement

TL;DR

Lendway (ISIG) filed its proxy statement for the 2023 fiscal year. Shareholders vote on company matters.

AI Summary

Lendway, Inc. (formerly Insignia Systems Inc/MN) filed its definitive proxy statement on June 3, 2024, for the fiscal year ending December 31, 2023. The filing, designated as DEF 14A, concerns the company's annual meeting and related matters. The company is incorporated in Delaware and headquartered in Minneapolis, MN.

Why It Matters

This filing provides shareholders with crucial information regarding the company's governance, executive compensation, and voting matters, enabling informed participation in the annual meeting.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing, which is standard for public companies to provide information to shareholders.

Key Numbers

• 2023 — Fiscal Year End (The proxy statement covers the fiscal year ending December 31, 2023.)
• 19930328 — Name Change Date (The company formerly known as Insignia Systems Inc/MN changed its name on March 28, 1993.)

Key Players & Entities

• LENDWAY, INC. (company) — Registrant
• INSIGNIA SYSTEMS INC/MN (company) — Former Company Name
• 0000875355 (company) — Central Index Key
• MINNEAPOLIS, MN (company) — Business Address City and State

FAQ

Filing Documents

• isig_def14a.htm (DEF 14A) — 308KB
• isig_def14aimg7.jpg (GRAPHIC) — 4KB
• isig_def14aimg1.jpg (GRAPHIC) — 5KB
• isig_def14aimg10.jpg (GRAPHIC) — 27KB
• isig_def14aimg11.jpg (GRAPHIC) — 28KB
• isig_def14aimg2.jpg (GRAPHIC) — 2KB
• isig_def14aimg3.jpg (GRAPHIC) — 5KB
• isig_def14aimg4.jpg (GRAPHIC) — 5KB
• isig_def14aimg9.jpg (GRAPHIC) — 108KB
• isig_def14aimg8.jpg (GRAPHIC) — 115KB
• 0001654954-24-007269.txt ( ) — 1331KB
• ldwy-20231231.xsd (EX-101.SCH) — 6KB
• ldwy-20231231_lab.xml (EX-101.LAB) — 14KB
• ldwy-20231231_cal.xml (EX-101.CAL) — 1KB
• ldwy-20231231_pre.xml (EX-101.PRE) — 9KB
• ldwy-20231231_def.xml (EX-101.DEF) — 2KB
• isig_def14a_htm.xml (XML) — 61KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 11 PAY VERSUS PERFORMANCE 14 PROPOSAL TWO – NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION ("SAY ON PAY" PROPOSAL) 16 PROPOSAL THREE – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 17 AUDIT COMMITTEE REPORT 18 EQUITY COMPENSATION PLAN INFORMATION 19

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 20 CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 21 OTHER MATTERS 22 SUBMISSION OF STOCKHOLDER PROPOSALS AND NOMINATIONS 22 HOUSEHOLDING 22 ADDITIONAL INFORMATION 23 Table of Contents Annual Meeting of Stockholders July 16, 2024 ___________________________________________________ PROXY STATEMENT ___________________________________________________ GENERAL INFORMATION This proxy statement is furnished to the Stockholders of Lendway, Inc. (the "Company") in connection with the solicitation of proxies by the Board of Directors (the "Board") to be voted at the Annual Meeting of Stockholders (the "Annual Meeting") to be held on July 16, 2024 at 9:00 a.m., Central Time, at 5000 West 36 th Street, Minneapolis, Minnesota, and at any adjournment of the meeting. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"), we are furnishing our proxy materials on the Internet. "Proxy materials" means this proxy statement, our Annual Report for the fiscal year ended December 31, 2023 and any amendments or updates to these documents. A Notice Regarding the Availability of Proxy Materials ("Notice of Internet Availability") will be mailed to stockholders on or about June 3, 2024. The Notice of Internet Availability contains instructions on how to access our Proxy Statement and Annual Report and how to vote via the Internet, by telephone or by mail. What is the purpose of the Annual Meeting and what are the Board's recommendations? At our Annual Meeting, Stockholders will vote on the following items of business: Item of Business Board Recommendation Additional Detail 1. Election of six directors FOR each nominee Page 9 2. Approval, on an advisory basis, of the Say on Pay Proposal FOR Page 16 3. Ratification of Independent Registered Public Accounting Firm FOR Page 17 If any other matters properly come before

: Gender Identity

Part I: Gender Identity Directors 1 5

: Demographic Background

Part II: Demographic Background White 1 5 Leadership Structure of the Board of Directors The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board. The Board believes it is in the best interests of the Company to make such a determination periodically, based on available information. The positions of Chief Executive Officer and Chairman of the Board are not currently held by the same person. Mr. Uglem serves as our President and Chief Executive Officer and Mr. Jundt serves as Chairman of the Board. Under this structure, our President and Chief Executive Officer and other senior management under his supervision are primarily responsible for setting the strategic direction of the Company and managing the day-to-day leadership and performance of the Company, while the Chairman provides guidance to the President and Chief Executive Officer and senior management, sets the agenda for meetings of the Board and presides over meetings of the full Board. The Board believes the current leadership structure strengthens the role of the Board in fulfilling its oversight responsibility and fiduciary duties to the Company's Stockholders while recognizing the day-to-day management direction of the Company by Mr. Uglem and other senior management. Board Role in Risk Oversight The Company faces a number of risks, including financial, technological, operational, strategic and competitive risks. Management is responsible for the day-to-day management of risks we face, while the Board has responsibility for the oversight of risk management. In its risk oversight role, the Board ensures that the processes for identification, management and mitigation of risk by our management are adequate and functioning as designed. The Board is actively involved in overseeing risk management, and it exercises its oversight both through the full Board and through its Audit and GCN Committees. Those committees exercise oversight

View Full Filing

View this DEF 14A filing on SEC EDGAR