Emerson Radio Corp. Announces Annual Meeting of Stockholders on March 21, 2024

TL;DR

<b>Emerson Radio Corp. will hold its Annual Meeting of Stockholders on March 21, 2024, to elect directors and approve executive compensation.</b>

AI Summary

EMERSON RADIO CORP (MSN) filed a Proxy Statement (DEF 14A) with the SEC on February 21, 2024. The Annual Meeting of Stockholders for Emerson Radio Corp. will be held on March 21, 2024, at 9:30 a.m. local time in New York, NY. Stockholders will vote on the election of four director nominees, advisory approval of executive compensation for FY2023, and other business. The Board of Directors unanimously recommends a FOR vote on all proposals. Record holders of common stock as of February 15, 2024, are entitled to vote. The meeting will be held at Cooley LLP, 55 Hudson Yards, New York, New York 10001.

Why It Matters

For investors and stakeholders tracking EMERSON RADIO CORP, this filing contains several important signals. This meeting is a key governance event where shareholders exercise their voting rights on critical company matters, including board composition and executive pay. The outcome of the director elections and the advisory vote on compensation can signal shareholder confidence and influence future corporate strategy and management decisions.

Risk Assessment

Risk Level: low — EMERSON RADIO CORP shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting with no immediate financial or operational disclosures that would indicate high risk.

Analyst Insight

Stockholders should review the proxy materials carefully and vote on the proposed director nominees and executive compensation to exercise their governance rights.

Key Numbers

• 4 — Director Nominees (Number of director nominees to be elected)
• 2023 — Fiscal Year End (Fiscal year for which executive compensation is being approved)

Key Players & Entities

• EMERSON RADIO CORP. (company) — Registrant
• March 21, 2024 (date) — Annual Meeting date
• February 15, 2024 (date) — Record date for voting eligibility
• Cooley LLP (company) — Location of Annual Meeting
• Michael Binney (person) — Secretary

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.

Industry Context

Emerson Radio Corp. operates in the household audio & video equipment industry, a sector subject to consumer electronics trends and competition.

Regulatory Implications

The company is subject to the reporting and disclosure requirements of the Securities Exchange Act of 1934, including the filing of proxy statements.

What Investors Should Do

1. Review the proxy statement for detailed information on director nominees and executive compensation.
2. Vote your shares by proxy or in person at the Annual Meeting on March 21, 2024.
3. Ensure your voting instructions are submitted promptly to be counted.

Key Dates

• 2024-03-21: Annual Meeting of Stockholders — Key date for voting on directors and executive compensation.
• 2024-02-15: Record Date — Determines eligibility to vote at the annual meeting.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine proxy statement for an upcoming annual meeting and does not contain comparative financial data from a previous filing.

Filing Documents

• msn20240202_def14a.htm (DEF 14A) — 219KB
• msn20240202_def14aimg001.jpg (GRAPHIC) — 23KB
• msn20240202_def14aimg002.jpg (GRAPHIC) — 26KB
• pxy01.jpg (GRAPHIC) — 183KB
• pxy02.jpg (GRAPHIC) — 224KB
• 0001437749-24-005057.txt (&nbsp;) — 848KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 8 BOARD OF DIRECTORS AND COMMITTEES 9 EXECUTIVE OFFICERS 13

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 18 PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION 19 STOCKHOLDER COMMUNICATIONS AND PROPOSALS 20 PERSONS MAKING THE SOLICITATION 20 OTHER MATTERS 20

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 21 EMERSON RADIO CORP. 959 ROUTE 46 EAST, SUITE 210 PARSIPPANY, NEW JERSEY 07054 PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 21, 2024 (EASTERN TIME) To Our Stockholders: This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors ("Board of Directors" or "Board") of Emerson Radio Corp., a Delaware corporation ("Emerson" or the "Company"), to be used at our Annual Meeting of Stockholders to be held at Cooley LLP, 55 Hudson Yards, New York, New York 10001, on Thursday, March 21, 2024, at 9:30 a.m., local time, or at any adjournment or adjournments thereof. Our stockholders of record as of the close of business on February 15, 2024, which is the record date, are entitled to vote at our annual meeting. We expect to begin mailing this proxy statement and the enclosed proxy card to our stockholders on or about February 21, 2024. The Annual Meeting of Stockholders is being held to consider and act upon the following proposals: 1. To elect the four nominees named in this proxy statement as directors to serve until the next annual meeting of stockholders and until their respective successors shall have been duly elected and qualified. 2. To approve, on an advisory basis, the compensation of our named executive officers for the fiscal year ended March 31, 2023, as set forth in this proxy statement. 3. To consider such other business as may properly come before the Annual Meeting and any adjournment(s) thereof. Important Notice of Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on March 21, 2024 (Eastern Time). Our proxy materials, including our Proxy Statement for the Annual Meeting, 2023 Annual Report to Stockholders (which contains our Annual Report on Form 10-K for the fiscal year ended March 31, 2023) and proxy card, are available on the Internet at http://www.astproxyportal.com/ast/02008. 3 VOTING PROCEDURES AN

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of February 15, 2024, the beneficial ownership of (i) each current director and director nominee; (ii) each of the Company's named executive officers; (iii) the Company's current directors and executive officers as a group; and (iv) each stockholder known by the Company to own beneficially more than 5% of the Company's outstanding shares of common stock. Common stock beneficially owned and percentage ownership as of February 15, 2024, was based on 21,042,652 shares outstanding. Except as otherwise indicated and based upon the Company's review of information as filed with the SEC, the Company believes that the beneficial owners of the securities listed have sole or shared investment and voting power with respect to such shares, subject to community property laws where applicable. Except as otherwise noted, the address of each of the following beneficial owners is c/o Emerson Radio Corp., 959 Route 46 East, Suite 210, Parsippany, New Jersey 07054. Name and Address of Beneficial Owners Amount and Nature of Beneficial Ownership Percent of Class Christopher Ho 0 0 % Michael Binney 0 0 % Kareem E. Sethi 0 0 % Kin Yuen 0 0 % Richard Li 0 0 % All Directors and Executive Officers as a Group (5 persons) 0 0 % S&T International Distribution Ltd. 15,243,283 (1) 72.4 % (1) Based, in part, upon disclosures filed on a Schedule 13D/A on February 15, 2019, by S&T and on a Schedule 13D/A on February 15, 2019, by Wealth Warrior Global Ltd. ("Wealth Warrior"), these shares are owned directly by S&T, which is a wholly owned subsidiary of N.A.K.S., which is a wholly owned subsidiary of Nimble. As the owners of approximately 73.9% in the aggregate of Nimble, Wealth Warrior, Merchant Link Holdings Limited ("ML"), and Rise Vision Global Limited ("RV") share the indirect power to vote and dispose of the shares of the Company's common stock