DEF: Pharma-Bio Serv Sets Date for 2025 Annual Stockholders Meeting, Outlines Key Proposals

Pharma-Bio Serv will hold its annual stockholders meeting on May 15, 2025, to vote on director election, auditor ratification, executive compensation, and other matters.

Summary

• Pharma-Bio Serv, Inc. will hold its Annual Meeting of Stockholders on May 15, 2025, at 10:00 a.m. local time in Ft. Lauderdale, Florida.
• Stockholders of record as of April 9, 2025, are entitled to vote.
• The meeting will address the election of one Class III director, ratification of Crowe PR PSC as the independent certified public accountants, a non-binding advisory vote on executive compensation (Say on Pay), and a non-binding advisory vote on the frequency of the Say on Pay vote.
• The Board of Directors recommends voting FOR the election of Howard Spindel as Class III director, FOR the ratification of Crowe PR PSC, FOR the Say on Pay proposal, and for a frequency of EVERY 3 YEARS for the Say on Pay vote.
• The company had 22,929,742 shares of common stock outstanding as of April 9, 2025.
• Directors receive a $12,500 quarterly retainer fee and an annual stock option grant of 20,000 shares.
• The company's executive officers are Victor Sanchez (CEO and President) and Pedro J. Lasanta (CFO, VP-Finance and Administration, and Secretary).

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily providing factual information about the upcoming annual meeting and proposals. There are no strong positive or negative statements, resulting in a moderate sentiment score.

Positives

• The Board of Directors is actively involved in the oversight and management of risks.
• All directors attended the 2024 Annual Meeting of Stockholders.
• The Board has determined that the directors are independent.
• The company has adopted a Code of Ethics and an Insider Trading Policy.
• The Audit Committee has reviewed the company's financial reporting process and internal controls.

Negatives

• The company's net income was a loss of $(777,619) in 2024.

Risks

• The proxy statement mentions risks related to liquidity, credit, operations, and regulatory compliance.
• The company's future performance is subject to various risks, including those related to the pharmaceutical and biotechnology industries.

Future Outlook

The company intends to comply with applicable laws and regulations relating to trading in its securities.

Management Comments

• The Board of Directors believes that our executive compensation programs are designed to secure and retain the services of high quality executives and to provide compensation to our executives that are commensurate and aligned with our performance and advances both short and long-term interest of ours and our shareholders.
• The Board of Directors believes that giving our stockholders the right to cast an advisory vote every three years on their approval of the compensation arrangements of our named executive officers provides the Board of Directors sufficient time to thoughtfully evaluate and respond to shareholder input and effectively implement changes, as needed, to our executive compensation program.

Industry Context

The document does not provide specific details on the broader industry trends or competitors, but it does mention that the company operates in the pharmaceutical and medical device industries.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards or benchmarks.
• Without specific financial data or performance metrics for comparable companies, a detailed assessment against industry standards is not possible.

Related Party Transactions

• The Company conducts its headquarters administrative operations in office facilities located in Dorado, Puerto Rico (the Office Facilities).
• The Office Facilities are leased from an affiliate of our past Chairman of the Board and greater than 5% stockholder, as set forth in footnote (8) of the beneficial ownership table above .
• On August 19, 2024, the Company entered into an agreement (the 'AI Agreement') with a company which Dov Perlysky, a member of our Board of Directors, and Mr. Perlysky's brother-in-law, Alan Stahler, indirectly hold a minority interest and are indirect managers of (the AI Company).

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will impact the company's governance and executive compensation.
• Executive compensation is designed to align the interests of executives with those of shareholders.
• The election of directors will shape the composition of the Board and its oversight of the company.

Next Steps

• Stockholders are urged to complete, sign, date, and return the enclosed proxy card or use the internet voting system.
• Stockholders who wish to attend the Annual Meeting in person must register in advance by emailing 2025annualmeeting@akerman.com no later than Friday, May 9, 2025 at 5:00 p.m. ET.
• The Board of Directors will consider the outcome of the advisory vote on executive compensation when considering future executive compensation arrangements.
• The Compensation Committee will take into account the outcome of the advisory vote when considering how frequently to seek an advisory vote on Say on Pay in future years.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Executive Compensation, Director Election, Auditor Ratification, Say on Pay, Corporate Governance, Pharma-Bio Serv