DEF: VerifyMe, Inc. Announces Annual Stockholders Meeting to be Held Virtually on July 2, 2025

VerifyMe, Inc. will hold its annual stockholders meeting virtually on July 2, 2025, to elect directors, approve executive compensation, and ratify the appointment of its independent accounting firm.

Summary

• VerifyMe, Inc. will hold its annual meeting of stockholders on July 2, 2025, at 12:00 p.m. Eastern Time, as a virtual meeting.
• Stockholders can participate and vote online at www.virtualshareholdermeeting.com/VRME2025.
• The meeting will address the election of six directors, an advisory vote on executive compensation (say-on-pay), and the ratification of MaloneBailey, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The record date for determining stockholders entitled to vote is May 12, 2025.
• The board recommends voting FOR all director nominees, FOR the say-on-pay proposal, and FOR the ratification of MaloneBailey, LLP.
• As of the record date, there were 12,420,564 shares of common stock outstanding and entitled to vote.
• Stockholders can submit proposals for inclusion in the next year's proxy materials by January 21, 2026.
• Nominations for the 2026 annual meeting must be received by April 3, 2026.
• Advantage Proxy, Inc. has been retained to assist with proxy solicitation for a fee of approximately $7,500.

Sentiment

Score: 7

Explanation: The document is primarily factual and procedural, outlining the details of the upcoming annual meeting. The board's recommendations and the company's governance practices suggest a stable and well-managed organization. However, the reported net loss tempers the overall sentiment.

Positives

• The virtual meeting format is expected to enable greater stockholder participation.
• The company is utilizing e-proxy rules to reduce costs and environmental impact.
• The board is recommending votes in favor of all proposals, indicating confidence in the company's direction and governance.
• The company has a process for stockholders to communicate with the board and individual directors.

Negatives

• The meeting will be held virtually only, which may exclude some stockholders who prefer in-person attendance.
• Two directors missed three board meetings during fiscal year 2024.
• The company incurred a net loss of $3,824 thousand for the year ended December 31, 2024.

Risks

• Failure to ratify the appointment of MaloneBailey, LLP could require the Audit Committee to reconsider its selection of an independent accounting firm.
• The company's stock price must meet certain thresholds for performance-based restricted stock units (PSUs) to vest, which may not be achieved.
• The company's success depends on attracting and retaining talented and experienced executives.
• The company's performance is tied to total shareholder return, which can be volatile.

Future Outlook

The board intends to periodically review the company's leadership structure. The company will continue to align executive compensation with shareholder return through performance-based equity awards.

Management Comments

• Adam Stedham, Chief Executive Officer and President, signed the proxy statement on behalf of the Board of Directors.
• The Board believes that our executive compensation strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our Named Executive Officers to dedicate themselves fully to value creation for our stockholders.

Industry Context

The use of virtual meetings is becoming increasingly common for public companies to enhance stockholder participation and reduce costs. The say-on-pay vote is a standard practice to provide stockholders with an advisory voice on executive compensation.

Comparison to Industry Standards

• The director compensation policy of awarding RSUs or restricted stock is consistent with industry practices for compensating non-employee directors.
• The use of MaloneBailey, LLP as the independent registered public accounting firm is a common practice for smaller public companies.
• The company's executive compensation structure, including base salary, bonus potential, and equity awards, is generally aligned with industry standards for companies of similar size and stage of development.

Related Party Transactions

• On August 25, 2023, the Company entered into a Convertible Note Purchase Agreement with certain investors for the sale of convertible promissory notes for the aggregate principal amount of $1,100 thousand of which $475 thousand was purchased by related parties and entities related to related parties including Adam Stedham, the Companys President and CEO; Scott Greenberg, the Companys Chairman; Curt Kole, one of our named executive officers; the Geller Living Trust, dated July 26, 2022; and the 1065 Institute, Inc., a non-profit entity to which our director Dr. Arthur Laffer serves as a director and secretary.

Stakeholder Impact

• Stockholders have the opportunity to vote on key governance matters and provide input on executive compensation.
• The outcome of the votes will influence the composition of the board and the company's executive compensation practices.
• The company's financial performance and governance decisions will ultimately impact shareholder value.

Next Steps

• Stockholders should review the proxy materials and vote on the proposals.
• The company will hold the annual meeting on July 2, 2025.
• The company will file a Current Report on Form 8-K with the SEC to announce the final voting results within four business days after the Annual Meeting.

Key Dates

Keywords

proxy statement, annual meeting, directors, executive compensation, MaloneBailey, stockholders, governance, voting, VerifyMe