Zedge Seeks Shareholder Approval for Director Slate, Equity Plan Boost

TL;DR

**ZDGE is asking for more shares for execs, which could dilute you, but it's a necessary evil for talent retention in this market.**

AI Summary

Zedge, Inc. (ZDGE) is holding its Annual Meeting of Stockholders on January 14, 2026, to elect six directors, ratify UHY LLP as its independent auditor for Fiscal Year 2026, and approve an amendment to the 2016 Stock Option and Incentive Plan to increase available Class B Common Stock by 150,000 shares. As of the November 17, 2025 record date, Zedge had 13,003,911 shares outstanding, comprising 524,775 Class A Common Stock and 12,479,136 Class B Common Stock. The company operates as a 'controlled company' due to Michael Jonas controlling over 50% of the voting power, yet its Compensation and Corporate Governance and Nominating Committees are fully independent. A referral agreement with Activist Artists, 32.05% owned by director Gregory Suess, resulted in payments of $60,000 in fiscal 2025, which the Corporate Governance and Nominating Committee deemed not to impair Mr. Suess's independence. The proposed increase of 150,000 shares for the incentive plan aims to bolster executive and employee compensation incentives.

Why It Matters

This DEF 14A filing outlines Zedge's governance and compensation strategy, directly impacting investor confidence and future share dilution. The proposed 150,000 share increase for the 2016 Stock Option and Incentive Plan could dilute existing shareholder value, but also serves as a critical tool for attracting and retaining talent in a competitive digital content market. For employees, this plan offers significant incentive compensation, aligning their interests with long-term company performance. Customers are indirectly affected by the quality of leadership and employee motivation, which can drive product innovation and service improvements, crucial for Zedge's position against competitors like Shutterstock and Getty Images.

Risk Assessment

Risk Level: medium — The proposal to increase shares available for the 2016 Stock Option and Incentive Plan by 150,000 shares introduces potential dilution for existing shareholders. While Zedge is a 'controlled company' with Michael Jonas holding over 50% of voting power, the independence of its key committees mitigates some governance risk, but the dual-class share structure (Class A with 3 votes, Class B with 0.1 votes) concentrates power.

Analyst Insight

Investors should carefully evaluate the potential dilution from the proposed 150,000 share increase for the incentive plan against the benefits of executive and employee retention. Vote 'for' the plan if you believe the long-term talent incentives outweigh short-term dilution, or 'against' if you prioritize immediate shareholder value protection.

Key Numbers

• 150,000 — Shares of Class B Common Stock (Proposed increase for the 2016 Stock Option and Incentive Plan)
• 13,003,911 — Total shares outstanding (As of the November 17, 2025 Record Date, entitled to vote)
• 524,775 — Shares of Class A Common Stock outstanding (As of the November 17, 2025 Record Date, each with three votes)
• 12,479,136 — Shares of Class B Common Stock outstanding (As of the November 17, 2025 Record Date, each with one-tenth of one vote)
• $60,000 — Payment to Activist Artists (Total paid by Zedge in fiscal 2025 under a referral agreement)
• 32.05% — Ownership of Activist Artists (Percentage owned by director Gregory Suess)
• January 14, 2026 — Annual Meeting Date (Date of Zedge's 2026 Annual Meeting of Stockholders)
• November 17, 2025 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)

Key Players & Entities

• Zedge, Inc. (company) — Registrant and subject of the filing
• Michael Jonas (person) — Executive Chairman, Chairman of the Board, and controlling shareholder with over 50% voting power
• UHY LLP (company) — Independent registered public accounting firm proposed for ratification for Fiscal Year 2026
• Joyce J. Mason (person) — Corporate Secretary of Zedge, Inc.
• Activist Artists (company) — Company with a referral agreement with Zedge, 32.05% owned by director Gregory Suess
• Gregory Suess (person) — Independent director of Zedge, Inc. and 32.05% owner of Activist Artists
• Mark Ghermezian (person) — Lead Independent Director of Zedge, Inc.
• Elliot Gibber (person) — Independent director of Zedge, Inc.
• Paul Packer (person) — Independent director of Zedge, Inc.
• Howard S. Jonas (person) — Director, not considered a non-employee director

FAQ

Industry Context

Zedge operates in the digital content and mobile personalization market, competing with various platforms offering ringtones, wallpapers, and other mobile media. The industry is characterized by rapid technological changes, evolving user preferences, and the constant need for engaging content to retain users.

Regulatory Implications

As a publicly traded company, Zedge is subject to SEC regulations, including proxy solicitation rules and disclosure requirements. The proposed amendment to the stock option plan requires shareholder approval, highlighting the importance of compliance with corporate governance standards.

What Investors Should Do

1. Review the proposals for the Annual Meeting.
2. Verify your voting rights and method.
3. Consider the independence of committees despite 'controlled company' status.
4. Evaluate the referral agreement with Activist Artists.

Key Dates

• 2026-01-14: Zedge, Inc. 2026 Annual Meeting of Stockholders — Key decisions regarding director elections, auditor ratification, and stock incentive plan amendments will be made.
• 2025-11-17: Record Date for Annual Meeting — Determines which stockholders are entitled to vote at the January 14, 2026 Annual Meeting.
• 2025-12-01: Mailing of Proxy Statement — Informs stockholders about the meeting agenda and provides materials for voting.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting of stockholders, including proposals to be voted on and information about directors and executive compensation. (This document is the primary source of information for Zedge's 2026 Annual Meeting.)

Class A Common Stock

A class of common stock issued by Zedge, with each share carrying three votes. (Represents a significant portion of voting power relative to its outstanding share count.)

Class B Common Stock

A class of common stock issued by Zedge, with each share carrying one-tenth of one vote. (The most numerous class of shares, but with significantly less voting power per share than Class A.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Establishes the cutoff for determining who can vote at the Annual Meeting.)

Proxy Statement

A document provided by a company to its shareholders before a shareholder meeting, containing information about the matters to be voted on. (This document outlines the proposals and provides the necessary information for stockholders to cast their votes.)

Controlled Company

A company where more than 50% of the voting power is held by an individual, a group of connected persons, or a company. (Zedge operates as a controlled company due to Michael Jonas's voting power, which can impact corporate governance dynamics.)

Broker Non-Vote

A vote that a brokerage firm is not permitted to cast on behalf of a beneficial owner because the owner has not provided voting instructions for a non-routine matter. (Can impact the total votes cast and the majority required for certain proposals.)

Year-Over-Year Comparison

This filing pertains to the January 14, 2026 Annual Meeting. Specific comparative financial metrics from a previous DEF 14A filing are not detailed within this document. However, the context indicates a focus on director elections, auditor ratification, and an amendment to the stock option plan to increase available Class B shares by 150,000, suggesting ongoing efforts in executive compensation and equity management.

Key Financial Figures

• $0.01 — mpany's Class A common stock, par value $0.01 per share ("Class A Common Stock"), and
• $120,000 — within the last three years, more than $120,000 in direct compensation from the Company
• $1,000,000 — iscal years, exceeds the greater of (a) $1,000,000 or (b) two percent of the consolidated
• $5,000 — which the Company pays Activist Artists $5,000 per month, plus possible commissions. T
• $60,000 — ompany paid Activist Artists a total of $60,000 in fiscal 2025. The Corporate Governanc

Filing Documents

• ea0266921-01.htm (DEF 14A) — 975KB
• tjoyce_sig.jpg (GRAPHIC) — 25KB
• 0001213900-25-115506.txt ( ) — 1702KB
• zdge-20251126.xsd (EX-101.SCH) — 10KB
• zdge-20251126_def.xml (EX-101.DEF) — 3KB
• zdge-20251126_lab.xml (EX-101.LAB) — 34KB
• zdge-20251126_pre.xml (EX-101.PRE) — 5KB
• ea0266921-01_htm.xml (XML) — 123KB

From the Filing

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 Zedge, Inc. (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 the appropriate box): 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 ZEDGE, INC. 1178 Broadway, 3 rd Floor #1450 New York, New York 10001 (330) 577-3424 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TIME AND DATE: 12:00 p.m., Eastern Standard Time, on Wednesday, January 14, 2026 PLACE: Insperity Conference Room, 1177 6 th Avenue, 35 th floor, New York, New York 10036 ITEMS OF BUSINESS : 1. To elect six directors, each for a term of one year. 2. To ratify the appointment of UHY LLP as the Company's independent registered public accounting firm for the Fiscal Year ending July 31, 2026. 3. To approve an amendment to the Zedge, Inc. 2016 Stock Option and Incentive Plan that will increase the number of shares of the Company's Class B Common Stock available for the grant of awards thereunder by 150,000. 4. To transact other business as may properly come before the Annual Meeting of Stockholders and any adjournment or postponement thereof. RECORD DATE: You can vote if you were a stockholder of record as of the close of business in New York, New York on November 17, 2025. PROXY VOTING: You can vote either in person at the Annual Stockholders Meeting or by proxy without attending the meeting. See details under the heading "How do I Vote?" ANNUAL STOCKHOLDERS MEETING IN -PERSON ADMISSION: If you were a stockholder of record as of the close of business in New York, New York on November 17, 2025, a form of personal photo identification must be presented in order to be admitted to the Annual Stockholders Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must bring a brokerage statement or other written proof of ownership as of November 17, 2025 with you to the Annual Stockholders Meeting, as well as a form of personal photo identification. The Company requests that any stockholder seeking to attend the Annual Stockholders Meeting in person first email the Company's investor relations department at ir@zedge.net to RSVP. ANNUAL STOCKHOLDERS MEETING DIRECTIONS: You may request directions to the Annual Stockholders Meeting via email at ir@zedge.net or by calling Zedge Investor Relations at (330) 577 -3424 . IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ZEDGE, INC. ANNUAL STOCKHOLDERS MEETING TO BE HELD ON JANUARY 14, 2026: The Notice of Annual Meeting of Stockholders and Proxy Statement and the Fiscal 2025 Annual Report are available at: http://investor.zedge.net BY ORDER OF THE BOARD OF DIRECTORS Joyce J. Mason Corporate Secretary New York, New York November 26, 2025 ZEDGE, INC. 1178 Broadway, 3 rd Floor #1450 New York, New York 10001 (330) 577-3424 _________________________ PROXY STATEMENT _________________________ GENERAL INFORMATION Introduction This Proxy Statement is furnished to the stockholders of record of Zedge, Inc., a Delaware corporation (the "Company" or "Zedge"), as of the close of business in New York, New York on November 17, 2025, in connection with the solicitation, by the Company's Board of Directors (the "Board of Directors"), of proxies for use in voting at the Company's 2026 Annual Meeting of Stockholders (the "Annual Stockholders Meeting"). The Annual Stockholders Meeting will be held on Wednesday, January 14, 2026 at 12:00 p.m., Eastern Standard Time, in the Insperity Conference Room, 1177 6 th Avenue, 35 th floor, New York, New York 10036. The shares of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock"), and Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), present at the Annual Stockholders Meeting or represented by the proxies received by Internet or mail (properly marked, dated and executed) and not revoked, will be voted at the Annual Stockholders Meeting. This Proxy Statement is being mailed to the Company's stockholders starting on or about December 1, 2025. Solicitation and Voting Procedures This solicitation of proxies is being made by the Company. The solicitation is being conducted by mail and by e -mail , and the Company will bear all attendant costs. T

View Full Filing

View this DEF 14A filing on SEC EDGAR