DEF: Zivo Bioscience Sets Date for 2025 Annual Shareholder Meeting, Outlines Key Proposals

Zivo Bioscience will hold its 2025 Annual Meeting of Shareholders on June 9, 2025, to vote on director elections, auditor ratification, and executive compensation.

Summary

• Zivo Bioscience, Inc. will hold its 2025 Annual Meeting of Shareholders on June 9, 2025, at 10:00 a.m. Eastern Time in Troy, MI.
• Shareholders of record as of April 10, 2025, are entitled to vote on the election of two Class III directors, ratification of the independent auditor, and an advisory vote on executive compensation.
• The Board of Directors recommends voting FOR all director nominees and FOR Proposals 2 and 3.
• The company intends to hold the meeting in person but may switch to a virtual-only format if necessary, with updates available on their website.
• As of April 10, 2025, there were 3,792,373 shares of common stock outstanding, each entitled to one vote.
• A quorum requires the presence of a majority of the outstanding shares.
• Directors will be elected by a plurality of votes cast, while Proposals 2 and 3 require the affirmative vote of a majority of votes cast.
• Shareholders can nominate directors by providing written notice to the Company Secretary between 14 and 60 days prior to the meeting.
• The Board has nominated John B. Payne and Alison A. Cornell for election as Class III directors to serve until the 2028 annual meeting.
• The Audit Committee has appointed BDO USA, P.C. as the independent registered public accounting firm for the year ending December 31, 2025, subject to shareholder ratification.
• The Board is seeking an advisory vote on the compensation of the named executive officers.
• The company's executive compensation program includes base salary, benefits, cash bonus, and equity grants.
• The company's insider trading policy prohibits hedging transactions with respect to the company's securities.
• The company has established a process for shareholders to communicate with the Board by email or mail.
• The company's code of ethics is available on its website.

Sentiment

Score: 7

Explanation: The document is primarily factual and procedural, outlining the details of the upcoming annual meeting. While there are some mentions of financial constraints, the overall tone is neutral and focused on corporate governance.

Positives

• The Board is actively engaged, holding 7 meetings during the fiscal year ended December 31, 2024.
• The company has a code of ethics and an insider trading policy in place.
• The Audit Committee is comprised of independent and financially literate members.
• The company provides a process for shareholders to communicate with the Board.
• The company is providing shareholders with the opportunity to vote on executive compensation.

Negatives

• Bonus amounts previously indicated in the 2024 Proxy Statement for fiscal year 2023 were not paid to the Executive officers due to financial constraints as determined by the Board of Directors.
• The amounts reported were earned by each non-employee board member in 2024 but remain unpaid as of December 31, 2024 due to the Company's financial constraints.

Risks

• The company may switch to a virtual-only annual meeting if holding an in-person meeting is not possible or advisable.
• The say-on-pay vote is non-binding, so the Board is not obligated to act on the results.
• The company's financial constraints may impact its ability to pay bonuses and director fees.

Future Outlook

The company intends to hold the Annual Meeting in person but may switch to a virtual-only format if necessary. The Board will evaluate whether any actions are necessary to address shareholder concerns regarding executive compensation.

Management Comments

• The Board of Directors recommends a vote FOR all the nominees listed in the Proxy Statement and FOR Proposal 2 and Proposal 3.
• The Board believes that the combined role of Chairman and CEO promotes the best interests of the Company and makes the best use of the expertise of the Chairman/CEO and his unique insights into the challenges facing the Company, the opportunities available to the Company, and the operations of the Company.

Industry Context

This announcement is a standard corporate governance procedure for publicly traded companies, ensuring shareholders have a voice in key decisions.

Comparison to Industry Standards

• The director independence standards used by Zivo Bioscience align with Nasdaq standards, even though the company is not listed on Nasdaq.
• The company's executive compensation program is designed to attract and retain talent, which is a common practice in the nutraceutical industry.
• The company's risk oversight practices are consistent with industry standards for publicly traded companies.

Management Changes

Corporate Governance

Related Party Transactions

• Between October 2020 and May 2021, HEP Investments, LLC and MKY FTS Sales LLC collectively invested $185,000 into License Co-Development Participation Agreements.
• On January 22, 2025, HEP and MKY entered into Exchange Agreements with the Company forfeiting their rights to earn those certain cash payments from the revenue share and buy-out option in exchange for an aggregate 13,320 shares of Common Stock.
• On October 8, 2020, Mark Strome invested, through a controlled entity Strome Mezzanine Fund LP, $500,000 into Participation Agreements.
• On January 17, 2025, Strome entered into Exchange Agreements with the Company forfeiting their rights to earn those certain cash payments from the revenue share and buy-out option in exchange for an aggregate 34,000 shares of Common Stock.
• On April 3, 2023, the Company entered into a Subscription Agreement with John B. Payne, the Company's Chief Executive Officer, pursuant to which the Company, in a private placement, agreed to issue and sell to the Subscriber a 10% promissory note with a principal amount of $1 million.
• During the year ended December 31, 2024, the Company sold and issued 520,435 shares of Common Stock for total proceeds of $3,786,475 including $3,708,374 in cash and $78,101 in accounts payable to directors Christopher D. Maggiore, John B. Payne, Alison A. Cornell, and HEP Investments, LLC.

Stakeholder Impact

• Shareholders have the opportunity to vote on key decisions affecting the company's governance and executive compensation.
• Employees may be affected by changes in executive compensation and equity incentive plans.
• The company's financial performance and strategic direction can impact its relationships with customers, suppliers, and creditors.

Next Steps

• Shareholders should review the proxy materials and vote their shares by following the instructions provided.
• The company will announce alternative arrangements for the Annual Meeting if it is not possible or advisable to hold it in person.
• The Board will consider shareholder feedback on executive compensation.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Shareholders, Directors, Executive Compensation, Auditor, Zivo Bioscience