VerifyMe, Inc. Announces Annual Meeting of Stockholders on June 4, 2024

TL;DR

<b>VerifyMe, Inc. will hold its virtual Annual Meeting of Stockholders on June 4, 2024, to elect directors, vote on executive compensation, and approve equity plan amendments.</b>

AI Summary

VerifyMe, Inc. (VRME) filed a Proxy Statement (DEF 14A) with the SEC on April 25, 2024. Annual meeting to be held virtually on June 4, 2024, at 12:00 p.m. ET. Stockholders will elect six directors. Advisory vote on compensation of named executive officers ('say-on-pay'). Proposal to increase shares available under the 2020 Equity Incentive Plan by 1,000,000. Ratification of Malone Bailey, LLP as independent auditor for FY2024.

Why It Matters

For investors and stakeholders tracking VerifyMe, Inc., this filing contains several important signals. The virtual format aims to increase stockholder participation from any location. Key proposals include electing directors, advisory votes on executive compensation and its frequency, and increasing the equity incentive plan's share pool.

Risk Assessment

Risk Level: low — VerifyMe, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain significant new financial or operational information that would indicate a change in risk.

Analyst Insight

Stockholders should review the proposals regarding director elections, executive compensation, and equity incentives before voting at the June 4th meeting.

Key Numbers

• 6 — Directors to be elected (Proposal to elect six directors at the Annual Meeting.)
• 1,000,000 — Share increase (Proposed increase in authorized shares under the 2020 Equity Incentive Plan.)
• 2020 — Equity Plan Year (The VerifyMe, Inc. 2020 Equity Incentive Plan is subject to amendment.)
• 2024 — Fiscal Year (Fiscal year for which Malone Bailey, LLP is proposed as auditor.)

Key Players & Entities

• VerifyMe, Inc. (company) — Registrant and filer of the proxy statement.
• June 4, 2024 (date) — Date of the Annual Meeting of Stockholders.
• Malone Bailey, LLP (company) — Proposed independent registered public accounting firm.
• 1,000,000 (dollar_amount) — Number of additional shares to be authorized under the equity incentive plan.
• April 17, 2024 (date) — Record date for determining stockholders entitled to vote.

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with SEC rules and regulations regarding proxy solicitations and annual meetings.
• Equity Incentive Plan Dilution [medium — financial]: Increasing the number of shares available under the equity incentive plan could dilute existing shareholders' ownership.
• Virtual Meeting Logistics [low — operational]: Ensuring a smooth and accessible virtual meeting experience for all stockholders is crucial.

Key Dates

• 2024-06-04: Annual Meeting of Stockholders — Key date for voting on proposals and electing directors.
• 2024-04-17: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting.

Glossary

DEF 14A

Definitive Proxy Statement filed with the SEC. (This filing is a DEF 14A, indicating it's the final proxy statement for shareholder voting.)

Say-on-Pay

An advisory shareholder vote on executive compensation. (Stockholders will have an advisory vote on the compensation of named executive officers.)

Equity Incentive Plan

A plan that allows a company to grant stock options or other equity-based awards to employees. (A proposal to increase the share pool for this plan is a key item for shareholder consideration.)

Filing Documents

• s419241def14a.htm (DEF 14A) — 541KB
• chart1.jpg (GRAPHIC) — 26KB
• chart2.jpg (GRAPHIC) — 26KB
• exproxy-001.jpg (GRAPHIC) — 67KB
• exproxy-002.jpg (GRAPHIC) — 77KB
• 0001214659-24-007529.txt (&nbsp;) — 813KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 16 DIRECTOR COMPENSATION 20 PAY VERSUS PERFORMANCE 21

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS 26 DELINQUENT SECTION 16(a) REPORTS 28 PROPOSAL TWO: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (&ldquo;SAY-ON-PAY&rdquo;) 29 PROPOSAL THREE: APPROVAL, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 30 PROPOSAL FOUR: APPROVAL OF THE THIRD AMENDMENT TO THE VERIFYME, INC. 2020 EQUITY INCENTIVE PLAN 31 PROPOSAL FIVE: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 38 REPORT OF THE AUDIT COMMITTEE 39 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 40 OTHER MATTERS 41 APPENDIX A: THE VERIFYME, INC. 2020 EQUITY INCENTIVE PLAN, AS AMENDED 42 APPENDIX B: THIRD AMENDMENT TO THE VERIFYME, INC. 2020 EQUITY INCENTIVE PLAN 60 i VERIFYME, INC. PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING Why am I receiving these materials? The board of directors (&ldquo;Board&rdquo;) of VerifyMe, Inc. (&ldquo;VerifyMe,&rdquo; the &ldquo;Company,&rdquo; &ldquo;we,&rdquo; &ldquo;our,&rdquo; or &ldquo;us&rdquo;), a Nevada corporation, is providing these proxy materials to you on the internet, or has delivered printed versions to you by mail, and is soliciting your proxy to vote at the 2024 annual meeting of stockholders (the &ldquo;Annual Meeting&rdquo;) to be held on Tuesday, June 4, 2024, at 12:00 p.m., Eastern Time, or at any adjournment or postponement of the meeting, for the purposes set forth in this proxy statement and in the accompanying notice of annual meeting of stockholders. The Annual Meeting will be conducted as a virtual meeting of stockholders by means of a live webcast. You will be able to attend the Annual Meeting online, vote your shares, and submit your questions during the meeting via the internet by visiting www.virtualshareholdermeeting.

View Full Filing

View this DEF 14A filing on SEC EDGAR