325 E. Warm Springs Road, Suite 102
Las Vegas, Nevada 89119
(702) 997-5968
OF STOCKHOLDERS
June 23,
2023
Your vote is extremely important regardless of the number of shares you own.
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![[MISSING IMAGE: sg_jonisaac-bw.jpg]](/files/DEF 14A/0001104659-23-074332/sg_jonisaac-bw.jpg){kind=small}
2023.
TABLE OF CONTENTS
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Live Ventures Incorporated
325 E. Warm Springs Road, Suite 102
Las Vegas, Nevada 89119
(702) 997-5961
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 26, 2022
27, 2023
2023.
Q:
1
Q:
You may (i) vote in person at the Annual MeetingMeeting; or (ii) authorize the persons named as proxies on the enclosed proxy card, Jon Isaac and David Verret, to vote your shares by returning the enclosed proxy card by mail or authorizing such persons through the Internet or by telephone.
If you hold your shares in “street name” and do not provide specific voting instructions to your Broker, a “broker non-vote” will result with respect to Proposal No. 1. Therefore, it is very important to respond to your Broker’s request for voting instructions on a timely basis if you want your shares held in “street name” to be represented and voted at the Annual Meeting. Please see below for additional information if you hold your shares in “street name” and desire to attend the Annual Meeting and vote your shares in person.
If you hold your shares in “street name,” refer to the voting instructinginstruction form provided by your Broker for more information about what to do if you submit voting instructions and then change your mind and need to revoke your vote in advance of the Annual Meeting.
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If you hold your shares in “street name,” please bring an account statement or letter from the applicable Broker, indicating that you are the beneficial owner of the shares as of the record date if you would like to gain admission to the Annual Meeting. In addition, if you hold your shares in “street name” and desire to vote your shares in person at the Annual Meeting, you must obtain a valid proxy from your Broker. For more information about obtaining such a proxy, contact your Broker.
Ratification of Auditors. The ratification of the Audit Committee’s appointment of Frazier & Deeter as our independent registered public accounting firm for the fiscal year ending September 30, 2022 will be approved if the proposal receives the affirmative vote of the majority of the shares entitled to vote at the Annual Meeting, present in person or by proxy, in favor of the proposal.
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Broker non-votes and abstentions by stockholders from voting (including Brokers holding their clients’ shares of record who cause abstentions to be recorded) will be counted towards determining whether or not a quorum is present. However, as the five director nominees receiving the highest numberaffirmative vote of affirmativethe holders of a plurality of the shares for which votes are cast will be elected, abstentions and broker non-votes will not affect the outcome of the election of directors. With regard to the affirmative vote of the majority of the shares entitled to vote, present at the meetingin person or by proxy, required for Proposal 3, itNo. 2, this is considered to be a routine matter so there will be no broker non-votes, but abstentions will have the effect of a vote against Proposal 3.
No. 2.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
| | | | | | | Audit Committee | | | | Compensation Committee | | | | Governance and Nominating Committee | | |
| | | Richard D. Butler, Jr. | | | | ![[MISSING IMAGE: ic_member-bw.jpg]](/files/DEF 14A/0001104659-23-074332/ic_member-bw.jpg){kind=small} | | | | ![[MISSING IMAGE: ic_chairman-bw.jpg]](/files/DEF 14A/0001104659-23-074332/ic_chairman-bw.jpg){kind=small} | | | | | | |
| | | Dennis (De) Gao | | | | ![[MISSING IMAGE: ic_financialexpert-bw.jpg]](/files/DEF 14A/0001104659-23-074332/ic_financialexpert-bw.jpg){kind=small} | | | | | | | | | | |
| | | Tyler Sickmeyer | | | | | | | | | | | | | | |
| | Member | | | Chairman | | | Financial Expert | |
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The business address of each beneficial owner listed in the table unless otherwise noted is c/o Live Ventures Incorporated, 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119.
We deem shares of the Company’s common stock that may be acquired by an individual or group within 60 days of June 10, 2022, pursuant to the exercise of options or warrants or conversion of convertible securities, to be outstanding for the purpose of computing the percentage ownership of such individual or group, but these shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person or group shown in the table. Percentage of ownership is based on 3,086,014shares. Mr. Isaac also personally owns 219,177 shares of common stock and outstanding on June 10, 2022. The information as to beneficial ownership was either (i) furnished to us by or on behalf of the persons named or (ii) determined based on a review of the beneficial owners’ Schedules 13D/G and Section 16 filings with respect to the Company’s common stock.
Name of Beneficial Owner |
| Amount and |
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| Percentage |
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Executive Officers and Directors: |
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Jon Isaac, President and Chief Executive Officer (1) |
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| 1,541,687 |
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| 49.6 | % |
Eric Althofer, Chief Operating Officer |
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| — |
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| * |
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David Verret, Chief Financial Officer (2) |
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| — |
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| * |
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Weston A. Godfrey, Jr., Chief Executive Officer of Marquis Industries, Inc. |
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| — |
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| * |
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Rodney Spriggs, President and Chief Executive Officer of Vintage Stock, Inc. |
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| 11,666 |
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| * |
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Tony Isaac, Director (3) |
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| 55,000 |
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| 1.8 | % |
Richard D. Butler, Jr., Director |
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| 15,487 |
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| * |
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Dennis (De) Gao, Director |
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| 7,493 |
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| * |
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Tyler Sickmeyer, Director |
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| — |
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| * |
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All Executive Officers and Directors as a group (9 persons) |
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| 1,631,333 |
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| 52.0 | % |
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Other 5% Stockholders: |
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Isaac Capital Group, LLC, 505 E Windmill Ln, Suite 1C-231, Las Vegas, Nevada 89123 (4) |
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| 1,299,510 |
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| 49.6 | % |
Kingston Diversified Holdings LLC, 505 E Windmill Ln, Suite 1C-231, Las Vegas, Nevada 89123 |
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| 279,440 |
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| 9.1 | % |
* Represents less than 1% of issued and outstanding common stock.
(1) Jon Isaac owns 217,177 shares of common stock. Isaac Capital Group, LLC of which Jon Isaac is the sole member, owns 1,299,440 shares of common stock. Mr. Isaac holds options to purchase up to 25,000 shares of common stock at an exercise price of $10.00 per share, all of which options are currently exercisable.
(2) David Verret was named Chief Financial Officer by the Board of Directors on March 1, 2022, after serving for five months as the Company’s Chief Accounting Officer.
(3) Includes Mr. Isaac’s options to purchase 25,000 shares of common stock were originally scheduled to expire on January 15, 2023, but, as amended on January 13, 2023, the expiration date was extended to January 15, 2025.
(4) Isaac Capital Group, LLC,annum and provides for the payment of which Jon Isaac isinterest monthly in arrears and was scheduled to mature in April 2023. On April 1, 2023, the sole member, owns 1,299,440 shares of common stock. Mr. Isaac owns an additional 217,177 shares of common stock in his name and holds options to purchase up to 25,000 sharesCompany entered into the First Amendment of the Company’s common stock at an exercise priceICG Revolver that extended the maturity to April 8, 2024 and increased the interest rate to 12% per annum. As of $10.00 per share, allMarch 31, 2023, the outstanding balance on this note was $1.0 million.
ELECTION OF DIRECTORS
(Proposal No. 1)
General
Live Ventures’ Bylaws provide that the Board shall consist of not less than three nor more than nine directors (with the precise number of directors to be established by resolutionFlooring Liquidators, Inc., Flooring Affiliated Holdings, LLC, a wholly owned subsidiary of the Board)Company, as borrower, entered into a promissory note for the benefit of ICG in the amount of $5.0 million (“ICG Flooring Liquidators Loan”). The ICG Flooring Liquidators Loan matures on January 18, 2028, and bears interest at 12%. Interest is payable in arrears on the last day of each calendar month. The note is fully guaranteed by the Company. As of March 31, 2023, the outstanding balance on this loan was $5.0 million.
The Board has no reason to believe that the nominees will not serve if elected, but if they should become unavailable to serve as a director, and if the Board designates a substitute nominee, the persons named as proxies will vote for the substitute nominee designated by the Board.
Recommendationmembers of our Board, of Directors
The Board recommends voting “FOR”is the electionChief Executive Officer, President, Secretary, and a member of each of the Director nominees as directors, each of whom shall hold office for a term of one year, expiring at the Annual Meeting in 2023, and until their successor is elected and qualified, or until their earlier death, resignation or removal.
Vote Required
If a quorum is present at the Annual Meeting, the five nominees receiving the highest number of votes will be elected to the Board.
Nominees for Election to the Board of Directors of JanOne and is also the father of Jon Isaac.
submitted purchase orders. The Board’s nominees are listed below.inventory is owned by the Company until ARCA installs it in a customer’s home, and payment by ARCA to the Company is due upon ARCA’s receipt of payment from the customer. All purchases made by the Company must be paid back by ARCA in full, plus an additional 5% surcharge. The Board recommends that you vote FORinitial term of the electionAgreement was for one year, and automatically renews for successive one-year terms if not terminated by either party.
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* Independent director.
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Certain Family Relationships
Jon Isaac, who is a director and serves as our President and Chief Executive Officer of Vintage Stock, Inc., a wholly owned subsidiary of the Company, which Spriggs Promissory Note I memorializes a loan by Spriggs Investments to the Company in the initial principal amount of $2.0 million (the “Spriggs Loan I”). The Spriggs Loan I originally matured on July 10, 2022; however, the maturity date was initially extended to July 10, 2023, pursuant to unanimous written consent of the Board of Directors. The Spriggs Promissory Note I bears simple interest at a rate of 10.0% per annum. On January 19, 2023, the Company entered into a modification agreement to the Spriggs Loan I. Consequently, the Spriggs Promissory Note I will bear interest at a rate of 12% per annum, and the maturity date was further extended to July 31, 2024. As of March 31, 2023, the amount owed was $2.0 million.
Involvement in Certain Legal Proceedings
ToSellers Note. The $2.3 million discount is being accreted to interest expense, using the best of our knowledge, there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders, or decrees material toeffective interest rate method, as required by GAAP, over the evaluationterm of the ability and integritySellers Note. As of any director duringMarch 31, 2023, the past ten years other than following: (i) filing bycarrying value of the Sellers Note was approximately $31.8 million.
On August 2, 2021, the SEC filedbenefit of the Company pursuant to a civil complaint (the “SEC Complaint”)secured promissory note. An aggregate amount of approximately $165,000 remains unpaid and outstanding under such note. The previously disclosed note constituting part of the purchase price of ApplianceSmart Contracting Inc. was paid in full on September 30, 2022.
The Company continues to assert that the SEC’s pursuit of this matter will not result in any benefit to investors and instead will only serve as a distraction from operating our core business. On October 1, 2021, the Company and the named defendants filed a motionStockholder Communications with the courtBoard.
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Eric Althofer, | | | Mr. Althofer joined the Company as Chief Operating Officer and Managing Director (Finance) on April 10, 2021. Prior to joining | |
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David Verret, | | | Mr. Verret became Chief Accounting Officer of the Company on September 29, | |
CORPORATE GOVERNANCE
How often did the Board meet during the fiscal year ended September 30, 2021?
The Board met eight times during the fiscal year ended September 30, 2021, either telephonically or in person, and took action by unanimous written consent three times. None of our directors attended fewer than 75% of the meetings of the Board held during the director’s service or of any committee on which the director served during that fiscal year.
Who are the Board’s “independent” directors?
Each year, the Board reviews the relationships that each director has with the Company and with other parties. Only those directors who do not have any of the categorical relationships that preclude them from being independent within the meaning of applicable Nasdaq Listing Rules and whom the Board affirmatively determines have no relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director are considered to be independent directors. The Board has reviewed a number of factors to evaluate the independence of each of its members. These factors include its members’ current and historic relationships with the Company and its competitors, suppliers, and customers; their relationships with management and other directors; the relationships their current and former employers have with the Company; and the relationships between the Company and other companies of which a member of the Company’s Board of Directors is a director or executive officer.
How can our stockholders communicate with the Board?
What isfollowing the leadership structure ofprocedures set forth in Rule 14a-8 under the Board?
Jon Isaac,Exchange Act. Rule 14a-8 addresses when we must include a stockholder proposal in our Presidentproxy materials, including eligibility and Chief Executive Officer, also serves as Chairman of the Board. Currently, the Board does not have a Lead Independent Director. Although the Board assesses the appropriate leadership structure from time to time in light of internal and external events or developments and reserves the right to make changes in the future, it believesprocedural requirements that the current structure, as described in this Proxy Statement, is appropriate at this time given the size and experience of the Board, as well as the background and experience of management.
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What is the Board’s role in risk oversight?
Our management is responsible for managing risk and bringing the most material risks facing the Companyapply to the Board’s attention. The Board has oversight responsibility for the processes established to report and monitor material risks applicable to the Company. The Board also oversees the appropriate allocation of responsibility for risk oversight among the committees of the Board. The Audit Committee plays a central role in overseeing the integrity of the Company’s financial statements and reviewing and approving the performance of the Company’s internal audit function and independent accountants. The Corporate Governance and Nominating Committee considers risks related to succession planning and considers risk related to the attraction and retention of talent and risks related to the design of compensation programs and arrangements. The Compensation Committee monitors the design and administration of the Company’s compensation programs to ensure that they incentivize strong individual and group performance and include appropriate safeguards to avoid unintended or excessive risk taking by Company employees. The Board does not believe that its process for risk oversight should affect its leadership structure (i.e., whether it may combine the Chairman and CEO roles in the future) because Board committees (comprised entirely of independent directors) play the central role in risk oversight.
What committees has the Board established?
The Board has an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee, each of which is a separately designated standing committee of the Board. Each committee has a charter.
Audit Committee. The purpose of our Audit Committee is to assist the Board in overseeing (i) the integrity of our Company’s accounting and financial reporting processes, the audits of our financial statements, as well as our systems of internal controls regarding finance, accounting, and legal compliance; (ii) our Company’s compliance with legal and regulatory requirements; (iii) the qualifications, independence and performance of our independent public accountants; and (iv) our Company’s financial risk. In carrying out this purpose, the Audit Committee maintains and facilitates free and open communication between the Board, the independent public accountants, and our management. During the fiscal year ended September 30, 2021, Messrs. Gao (Chairman), Butler, and Sickmeyer served on our Audit Committee. Each member of the committee satisfies the independence standards specified in Rule 5605(a)(2) of the Nasdaq Listing Rules and the related rules of the SEC and has been determined by the Board toproponent. To be “financially literate” with accounting or related financial management experience. The Board has also determined that Mr. Gao is an “audit committee financial expert” as defined under SEC rules and regulations and qualifies as a financially sophisticated audit committee member as required under Rule 5605(c)(2)(A) of the Nasdaq Listing Rules. The Board has adopted a charter for the Audit Committee, a copy of which is posted on our website at ir.liveventures.com/governance-docs. The Audit Committee met five times, either telephonically, in person, or via Zoom, during that fiscal year.
Compensation Committee. The purpose of the Compensation Committee is to (i) discharge the Board’s responsibilities relating to compensation of the Company’s directors and executives; (ii) produce an annual report on executive compensationeligible for inclusion in the Company’sour proxy statement, if necessary; and (iii) oversee and advise the Board on the adoption of policies that govern the Company’s compensation programs, including stock and benefit plans. During the fiscal year ended September 30, 2021, Messrs. Butler (Chairman), Gao, and Sickmeyer served on the Compensation Committee. Each member of the committee satisfies the independence standards specified in Rule 5605(a)(2) of the Nasdaq Listing Rules and the related rules of the SEC. In addition, each of the current members of the Compensation Committee is a “non-employee director” under Section 16 of the Exchange Act and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Board has adopted a charter for the Compensation Committee, a copy of which is posted on our website at ir.liveventures.com/governance-docs. The Compensation Committee acted one time by unanimous written consent during that fiscal year.
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Corporate Governance and Nominating Committee. The purpose of the Corporate Governance and Nominating Committee is to (i) identify individuals who are qualified to become members of the Board, consistent with criteria approved by the Board, and to select, or to recommend that the Board select, the director nominees for the next annual meeting of stockholders or to fill vacancies on the Board; (ii) develop and recommend to the Board a set of corporate governance principles applicable to our Company; and (iii) oversee the evaluation of the Board and our Company’s management. During the fiscal year ended September 30, 2021, Messrs. Butler (Chairman), Gao, and Sickmeyer served on the Corporate Governance and Nominating Committee. Each member of the committee satisfies the independence standards specified in Rule 5605(a)(2) of the Nasdaq Listing Rules and the related rules of the SEC. The Board has adopted a charter for the Corporate Governance and Nominating Committee, a copy of which is posted on our website at ir.liveventures.com/governance-docs. The Governance and Nominating Committee met once during that fiscal year, but took no actions by unanimous written consent.
What are the procedures of the Corporate Governance and Nominating Committee in making nominations?
The Corporate Governance and Nominating Committee establishes and periodically reviews the criteria and qualifications for board membership and the selection of candidates to serve as directors of our Company. In determining whether to nominate a candidate for director, the Corporate Governance and Nominating Committee considers the following criteria, among others:
The committee has the authority to retain a search firm to identify director candidates and to approve any fees and retention terms of the search firm’s engagement, although the committee has not recently engaged such a firm.
Although the committee has not specified any minimum criteria or qualifications that each director must meet, the committee conducts its nominating process in a manner designed to ensure that the Board continues to meet applicable requirements under SEC and Nasdaq rules (including, without limitation, as they relate to the composition of the Audit Committee).
The Board is of the view that the continuing service of qualified incumbents promotes stability and continuity in the boardroom, giving our Company the benefit of the familiarity and insight into our Company’s affairs that its directors have accumulated during their tenure, while contributing to the Board’s ability to work as a collective body. Accordingly, the process of the Corporate Governance and Nominating Committee for identifying nominees reflects the practice of re-nominating incumbent directors who continue to satisfy the committee’s criteria for membership on the Board, who the committee believes will continue to make important contributions to the Board, and who consent to continue their service on the Board.
What are our policies and procedures with respect to director candidates who are nominated by security holders?
The Corporate Governance and Nominating Committee will consider director candidates recommended by our stockholders under criteria similar to those used to evaluate candidates nominated by the committee (including those listed above). In considering the potential candidacy of persons recommended by stockholders, however, the committee may also consider the size, duration, and any special interest of the recommending stockholder (or group of stockholders) in Live Ventures’ common stock.
Stockholders who desire to recommend a nominee for election to the Board must follow the following procedures:
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The Board does not have a formal policy regardingMeeting and has nominated each of the five incumbent directors for re-election. Each director attendance atis to be elected to hold office until the Company’snext annual meeting of stockholders or until his successor is elected and qualified. If a director resigns or otherwise is unable to complete his term of office, the Board may elect another director for the remainder of the departing director’s term.
| Name | | | Age | | | Position with Company | | | Residence | | | Director Since | |
| Jon Isaac | | | 40 | | | Chairman, President, CEO, and Director | | | Las Vegas, Nevada | | | 2011 | |
| Tony Isaac | | | 68 | | | Financial Planning and Strategist/Economist | | | Las Vegas, Nevada | | | 2011 | |
| Richard D. Butler, Jr. | | | 72 | | | Independent Director | | | Stockton, California | | | 2006 | |
| Dennis (De) Gao | | | 43 | | | Independent Director | | | Las Vegas, Nevada | | | 2012 | |
| Tyler Sickmeyer | | | 37 | | | Independent Director | | | Santee, California | | | 2014 | |
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How are our directors compensated?
Does the Company have a Code of Ethics?
We have adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees of our Company, including the Chief Executive Officer and other principal financial and operating officers of the Company. The Code of Business Conduct and Ethics is posted on our website at ir.liveventures.com/governance-docs. If we make any amendment to, or grant any waivers of, a provision of the Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller where such amendment or waiver is required to be disclosed under applicable SEC rules, we intend to disclose such amendment or waiver and the reasons therefore on Form 8-K or on our website.
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Transactions with Isaac Capital Group LLC
On April 9, 2020, the Company entered into and delivered to Isaac Capital Group LLC (“ICG”) an unsecured revolving line of credit promissory note, whereby ICG agreed to provide the Company with a $1,000,000 revolving credit facility (the “Unsecured Revolving Credit Facility”). The Unsecured Revolving Credit Facility matures on April 8, 2023, bears interest at 10.0% per annum, and provides for the payment of interest monthly in arrears. As of the date of this proxy statement, the Company has not drawn on the Unsecured Revolving Credit Facility.
On July 10, 2020, Live Ventures borrowed $2.0 million (the “ICG Loan”) from ICG. The ICG Loan matures on May 1, 2025 and bears interest at a rate of 12.5% per annum. Interest is payable in arrears on the last day of each month, commencing July 31, 2020. Live Ventures used the proceeds from the ICG Loan to finance the acquisition of Precision Marshall. The ICG Loan documents contain events of default and other provisions customary for a loan of this type.
Jon Isaac, Live Ventures’ President and Chief Executive Officer, is the Presidentson of Tony Isaac, who is also a director and sole member of ICG. As of June 10, 2022, Mr.leads the Company’s efforts regarding financial planning and strategy. Tony Isaac isdoes not receive any compensation from the beneficial owner of approximately 48.6%Company other than compensation equivalent to that paid to the independent members of the outstanding capital stock (on an as-converted and as-exercised basis) of Live Ventures, which percentage includes ICG’s beneficial ownership of approximately 40.9%Board.
Loan from Spriggs Investments LLC
listed nominees.
REGISTERED PUBLIC ACCOUNTING FIRM
As of June 10, 2022, Mr. Spriggs is a record and beneficial owner of less than 1.0%recommendation of the outstanding capital stockAudit Committee, has ratified the appointment of Live Ventures.
Transaction with JanOne Inc.
On April 6, 2022, the Company and JanOne Inc, on behalf of JanOne’s subsidiary, ARCA Recycling Inc. (“ARCA”), entered into a purchasing agreement, wherein the Company will purchase appliances for ARCA, which will then be soldFrazier & Deeter to serve as part of ARCA’s recycling programs. All purchases made by the Company will be paid back by ARCA in full, with an additional 5% fee.
Acquisition of ApplianceSmart, Inc.
On December 30, 2017, ApplianceSmart Holdings Inc. (“ASH”) entered into a Stock Purchase Agreement (the “Agreement”) with Appliance Recycling Centers of America, Inc. (now JanOne Inc.) (the “Seller”) and ApplianceSmart, Inc. (“ApplianceSmart”), a subsidiary of the Seller. Pursuant to the Agreement, ASH purchased (the “Transaction”) from the Seller all of the issued and outstanding shares of capital stock of ApplianceSmart in exchange for $6,500,000 (the “Purchase Price”). ASH was required to deliver the Purchase Price, and a portion of the Purchase Price was delivered, to the Seller prior to March 31, 2018. Between March 31, 2018 and April 24, 2018, ASH and the Seller negotiated in good faith the method of payment of the remaining outstanding balance of the Purchase Price.
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On December 9, 2019, ApplianceSmart filed a voluntary petition (the “Chapter 11 Case”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). Court filings and other information related to the Chapter 11 Case are available at the PACER Case Locator website for thoseour independent registered to do so or at the Courthouse located at One Bowling Green, Manhattan, New York 10004.
On October 13, 2021, a hearing was held to consider approval of a disclosure statement filed by ApplianceSmart in conjunction with its bankruptcy proceedings. On December 14, 2021, a hearing was held to confirm ApplianceSmart’s plan for reorganization (the “Plan”). On February 28, 2022, ApplianceSmart emerged from Chapter 11 bankruptcy. Consequently, the Company wrote-off approximately $11.6 million in extinguished debt and other liabilities, which included any outstanding obligations to the Seller.
Sale of ApplianceSmart Contracting
On April 22, 2020, the Company sold ApplianceSmart Contracting Inc. (“ApplianceSmart Contracting”) to Michelle Cooper, a related party as a result of her relationship with Virland A. Johnson, the Company’s former Chief Financial Officer, for $60,000. In connection with the sale, and under the terms of a purchase and sale agreement and a secured promissory note (the “ASC Note”), the Company agreed to lend ApplianceSmart Contracting up to approximately $382,000 to satisfy then-outstanding sales tax obligations owed by ApplianceSmart Contracting. Advances under the loan are only made by the Company to ApplianceSmart Contracting upon the presentation of evidence by ApplianceSmart Contracting of the satisfaction of one or more outstanding state sales tax amounts. Advances bear interest at 8.0% per annum. The loan matures on September 30, 2022 or on such earlier date as provided in the Note. The loan is guaranteed by the related party and secured by the assets of ApplianceSmart Contracting. At the closing of the sale transaction, the Company advanced ApplianceSmart Contracting $60,000.
Customer Connexx
Customer Connexx LLC, a wholly-owned subsidiary of JanOne Inc. (formerly Appliance Recycling Centers of America, Inc.), sub-leases call center space from Live Ventures in Las Vegas, Nevada. The total amount of sub-lease rent and common area charges was approximately $190,000public accounting firm for the fiscal year endedending September 30, 2021.
Procedures for Approval of Related Party Transactions
In accordance with its charter, the Audit Committee reviews and recommends for approval all related party transactions (as such term is defined for purposes of Item 404 of Regulation S-K).2023. The Audit Committee participated inof our Board of Directors is solely responsible for selecting our independent public accountants. Although stockholder approval is not required to appoint Frazier & Deeter as our independent public accounting firm, we believe that submitting the approvalappointment of Frazier & Deeter to our stockholders for ratification is a matter of good corporate governance. If our stockholders do not ratify the transactions described above other thanappointment, then the ApplianceSmart Acquisition, which was approved by a special committee consisting solely of Mr. Sickmeyer.
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AUDIT COMMITTEE REPORT
The Audit Committee operates pursuant to a charter which is reviewed annuallyappointment may be reconsidered by the Audit Committee. Additionally,Even if the appointment is ratified, the Audit Committee may engage a brief descriptiondifferent independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of our Company and our stockholders.
| | | | 2022 | | | 2021 | | ||||||
| Audit Fees | | | | $ | 531,200 | | | | | $ | 551,665 | | |
| Audit-Related Fees | | | | | 250,000 | | | | | | — | | |
| Tax Fees | | | | | — | | | | | | 104,224 | | |
| All Other Fees | | | | | — | | | | | | 70,262 | | |
| Total | | | | $ | 781,200 | | | | | $ | 726,151 | | |
In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements andCompany’s internal control over financial reporting ofand to review the Company with management and with the independent registered public accounting firm.Company’s unaudited interim financial statements. The Audit Committee also discussed withCommittee’s responsibility is to monitor and review these processes. It is not the independent registered publicAudit Committee’s duty or responsibility to conduct auditing or accounting firm the matters required to be discussedreviews.
Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the SEC.
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| | | AUDIT COMMITTEE Dennis (De) Gao, Chairman |
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17
Overview
(1)Weston A. Godfrey, Jr. (age 44). Effective August 13, 2021,June 1, 2023, Mr. Godfrey serves as Co-Chief Executive Officer of Marquis Industries, Inc., a wholly owned subsidiary of the Company and Michael J. Stein,Company. He became Chief Executive Officer on July 1, 2018 after re-joining the Company’s Seniorcompany as Executive Vice President & General Counsel, agreedon January 22, 2018. Mr. Godfrey served as Sales Operations Manager and Senior Sales Manager for Samsung Electronics America, Inc. for three years prior to re-joining the company, where he was responsible for financial operations, forecasting and sales in the Home Appliance business. Prior to joining Samsung Electronics America, Inc., Mr. Godfrey spent five years serving as Vice President of Operations for Marquis Industries, Inc. reporting directly to the Chief Executive Officer and responsible for credit, claims, customer service, sales operations, supply chain, and purchasing. Early in his career, Mr. Godfrey worked for DuPont’s nylon fibers business, where he was certified as a mutual separationSix Sigma Black Belt. Mr. Godfrey’s experience includes process improvement, supply chain optimization, demand planning, forecasting, business operations, strategic selling, and strategic purchasing. Mr. Godfrey holds a Bachelor of Mr. Stein’s employmentBusiness Administration in Marketing from all positions he held at the Company and its subsidiaries. The last dayUniversity of Mr. Stein’s employment was September 6, 2021.Georgia.
The Compensation Committee
their compensation.
18
2022.
On an annual basis, the Compensation Committee evaluatesreviewed the Company’s compensation policies and practices for its employees, including the NEOs, to assess whetherand has determined that, such policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Based on its evaluation, the Compensation Committee has determined that the Company’s compensation policies and practices do not create such risks.
19
Name and principal |
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| Stock |
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| Option |
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| All Other |
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Position |
| Year |
| Salary |
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| Bonus |
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| Awards |
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| Awards (1) |
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| Compensation (2) |
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| Total |
| ||||||
Jon Isaac (3) |
| 2021 |
| $ | 350,000 |
|
| $ | 434,782 |
|
| $ | — |
|
| $ | 76,177 |
|
| $ | 64,226 |
|
| $ | 925,185 |
|
President and Chief Executive Officer |
| 2020 |
| $ | 326,923 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 64,226 |
|
| $ | 391,149 |
|
Weston A. Godfrey, Jr. |
| 2021 |
| $ | 307,344 |
|
| $ | 800,000 |
|
| $ | — |
|
| $ | — |
|
| $ | 15,368 |
|
| $ | 1,122,712 |
|
Chief Executive Officer of Marquis |
| 2020 |
| $ | 299,506 |
|
| $ | 400,000 |
|
| $ | — |
|
| $ | — |
|
| $ | 16,675 |
|
| $ | 716,181 |
|
Michael J. Stein (4) |
| 2021 |
| $ | 366,314 |
|
| $ | 77,500 |
|
| $ | — |
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| $ | 198,709 |
|
| $ | — |
|
| $ | 642,523 |
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Senior Vice President and General |
| 2020 |
| $ | 310,000 |
|
| $ | — |
|
| $ | — |
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| $ | — |
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| $ | — |
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| $ | 310,000 |
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Eric Althofer |
| 2021 |
| $ | 126,923 |
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| $ | — |
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| $ | — |
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| $ | 37,584 |
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| $ | — |
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| $ | 164,507 |
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Chief Operating Officer |
| 2020 |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
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| $ | — |
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| $ | — |
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David Verret |
| 2021 |
| $ | — |
|
| $ | — |
|
| $ | — |
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| $ | — |
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| $ | — |
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| $ | — |
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Chief Accounting Officer |
| 2020 |
| $ | — |
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| $ | — |
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| $ | — |
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| $ | — |
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| $ | — |
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| $ | — |
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| Name and principal Position | | | Year | | | Salary | | | Bonus | | | Stock Awards | | | Option Awards(1) | | | All Other Compensation(2) | | | Total | | |||||||||||||||||||||
Jon Isaac(3) President and Chief Executive Officer | | | | | 2022 | | | | | $ | 363,462 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 10,226 | | | | | $ | 373,688 | | |
| | | | 2021 | | | | | $ | 350,000 | | | | | $ | 434,782 | | | | | $ | — | | | | | $ | 76,177 | | | | | $ | 10,226 | | | | | $ | 871,185 | | | ||
Weston A. Godfrey, Jr. Chief Executive Officer of Marquis Industries | | | | | 2022 | | | | | $ | 304,928 | | | | | $ | 800,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 15,742 | | | | | $ | 1,120,670 | | |
| | | | 2021 | | | | | $ | 307,344 | | | | | $ | 800,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 15,368 | | | | | $ | 1,122,712 | | | ||
Michael J. Stein(4) Senior Vice President and General Counsel | | | | | 2022 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | | 2021 | | | | | $ | 310,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 310,000 | | | ||
Eric Althofer Chief Operating Officer | | | | | 2022 | | | | | $ | 326,077 | | | | | $ | 75,000 | | | | | $ | — | | | | | $ | 37,619 | | | | | $ | — | | | | | $ | 438,696 | | |
| | | | 2021 | | | | | $ | 126,923 | | | | | $ | — | | | | | $ | — | | | | | $ | 37,584 | | | | | $ | — | | | | | $ | 164,507 | | | ||
David Verret Chief Financial Officer | | | | | 2022 | | | | | $ | 268,149 | | | | | $ | 110,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 378,149 | | |
| | | | 2021 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | ||
(3) On or about November 11, 2019, the Compensation Committee of the Board of Directors of the Company approved an increase in Jon Isaac’s salary to $350,000 per yearphone allowance, health club membership, and awarded him a bonus of $275,000 as part of his 2019 compensation. The increase in salary was effective immediately. life insurance premiums.
| Year | | | PEO | | | Summary Compensation Table Total for PEO | | | Compensation Actually Paid to PEO | | | Average Summary Compensation Table Total for Non-PEO NEO’s | | | Average Compensation Actually Paid to Non-PEO NEO’s | | | Value of Initial $100 Investment Based on Total Stockholder Return | | | Net Income | | ||||||||||||||||||
| (1) | | | (2) | | | (3) | | | (4) | | | (5) | | | (6) | | | (7) | | | (8) | | ||||||||||||||||||
| 2022 | | | Jon Isaac | | | | $ | 373,688 | | | | | $ | 363,462(a) | | | | | $ | 645,838 | | | | | $ | 633,299 (c) | | | | | $ | 67.70(e) | | | | | $ | 24,741,000 | | |
| 2021 | | | Jon Isaac | | | | $ | 871,185 | | | | | $ | 784,782(b) | | | | | $ | 532,406 | | | | | $ | 519,878(d) | | | | | $ | 313.87(f) | | | | | $ | 31,197,000 | | |
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| Name | | | Number of Securities Underlying Unexercised Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | |||||||||
Jon Isaac President and Chief Executive Officer | | | | | 25,000(1) | | | | | | 10.00 | | | | | | 1/15/2025(2) | | |
Eric Althofer Chief Operating Officer | | | | | 5,000(1) | | | | | | 40.00 | | | | | | 4/10/2024 | | |
David Verret Chief Financial Officer | | | | | — | | | | | | — | | | | | | — | | |
Weston A. Godfrey, Jr. Chief Executive Officer of Marquis Industries | | | | | — | | | | | | — | | | | | | — | | |
21
The Company entered into an employment agreement with Michael J. Stein, its Senior Vice President, General Counsel, dated September 5, 2017. Mr. Stein’s employment commenced on October 2, 2017 and continues until his employment is terminated in accordance with the terms his employment agreement. Mr. Stein was entitled to a base annual salary of $310,000, payable in periodic installments in accordance with the Company’s regular payroll practices and subject to all applicable withholdings, including taxes. Mr. Stein was eligible to participate fully in all benefit programs or plans sponsored by the Company, as the same may be amended from time to time. Mr. Stein’s employment terminates upon the first to occur of the following dates: (i) date of Mr. Stein’s death; (ii) the date on which Mr. Stein has experienced a “Disability” (as defined in his employment agreement); (iii) the date on which Mr. Stein has engaged in conduct that constitutes “Cause” (as defined in Mr. Stein’s employment agreement); (iv) the date on which we terminate Mr. Stein’s employment for any reason other than Cause, provided that we give Mr. Stein 60 days’ written notice of such termination, (v) the date on which Mr. Stein voluntarily terminates his relationship with us, provided that Mr. Stein is required to give 30 days’ written notice; or (vi) the date on which we give Mr. Stein notice of termination for any reason other than the reasons set forth in clauses (i) through (iv), above. Upon termination of Mr. Stein’s employment, we will have no further obligation to Mr. Stein except that if we terminate Mr. Stein without “Cause” or as a result of a Disability, Mr. Stein will continue to receive his unpaid annual salary for a period of three months following such termination, and, until the earlier of six months following Mr. Stein’s date of termination and the date Mr. Stein is eligible to receive substantially similar coverage and benefits from a new employer, an amount equal to the difference between the COBRA continuation coverage premiums and the amount of premiums paid by similarly situated active employees of the Company under the Company’s health insurance plans in which Mr. Stein and, if applicable, his family, were participating immediately prior to the termination date. Upon Mr. Stein’s death, the Company will pay Mr. Stein’s estate unpaid annual salary as lawfully required, and, for a period of 12 months following his death, an amount equal to the difference between the COBRA continuation coverage premiums and the amount of premiums paid by similarly situated active employees of the Company under the Company’s health insurance plans in which Mr. Stein and, if applicable, his family, were participating immediately prior to the termination date. On January 11, 2021, the Company entered into an amendment to Mr. Stein’s employment agreement to (i) increase Mr. Stein’s annual base salary from $310,000 to $345,000 per annum, retroactive to January 1, 2021, (ii) grant Mr. Stein a one-time cash bonus of $77,500, (iii) provide that Mr. Stein shall be eligible for an annual performance bonus at the sole discretion of the Board of Directors or of the Compensation Committee, and (iv) increase the amount of time from 30 to 90 days’ written notice that Mr. Stein is required to give the Company upon his voluntary separation from the Company. In addition, Mr. Stein’s incentive stock option agreement was amended to modify the exercise price (x) of the 12,000 options that have vested to date to $11.80 per share, which was the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of approval, (y) of the 4,000 options that vest on September 5, 2021 to $12.98 per share, and (z) of the 4,000 options that vest on September 5, 2022 to $14.27 per share. On January 11, 2021, Mr. Stein was granted a non-qualified six-year stock option to purchase up to an aggregate of 5,000 shares of the Company’s common stock, with 1,250 shares being deemed granted on each of March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021. The exercise price of each such option grant will be the closing price of the Company’s common stock on the Nasdaq Capital
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Market on March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021, respectively. Each option grant will vest on the one-year anniversary from the date of grant (i.e., March 31, 2022, June 30, 2022, September 30, 2022, and December 31, 2022). As disclosed above, effective August 13, 2021, the Company and Mr. Stein agreed to a mutual separation of Mr. Stein’s employment from all positions he held at the Company and its subsidiaries. The last day of Mr. Stein’s employment was September 6, 2021.
The Company extended an offer letter to Eric Althofer to become its Chief Operating Officer with an effective date of April 10, 2021.
23
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The following table summarizes all stock options held by the NEOs as of the fiscal year ended September 30, 2021.
Name |
| Number of |
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| Option |
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| Option |
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| |||
Jon Isaac |
| 25,000 |
| (1) |
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| 10.00 |
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| 1/15/2023 |
| (2) | ||
President and Chief Executive Officer |
|
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Eric Althofer |
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| 5,000 |
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| 40.00 |
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| 4/10/2024 |
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Chief Operating Officer |
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David Verret |
|
| — |
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| — |
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| — |
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Chief Accounting Officer |
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Weston A. Godfrey, Jr. |
|
| — |
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| — |
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| — |
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Chief Executive Officer of Marquis Industries |
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(1) All options are fully vested.
(2) On January 11, 2021, the Compensation Committee approved an extension of the expiration date from January 15, 2021 to January 15, 2023.
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2022. In addition to the fees set forth in the following table, we reimburse directors for reasonable expenses related to their Board service.
Name |
| Fees |
|
| All Other |
|
| Total |
| |||
Jon Isaac (1) |
|
| — |
|
|
| — |
|
|
| — |
|
Richard D. Butler, Jr. (2) |
|
| 30,000 |
|
|
| — |
|
|
| 30,000 |
|
Dennis Gao (2) |
|
| 30,000 |
|
|
| — |
|
|
| 30,000 |
|
Tony Isaac (2) |
|
| 30,000 |
|
|
| — |
|
|
| 30,000 |
|
Tyler Sickmeyer (2) |
|
| 30,000 |
|
|
| — |
|
|
| 30,000 |
|
| Name | | | Fees Earned or Paid in Cash ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||
Jon Isaac(1) | | | | | — | | | | | | — | | | | | | — | | |
Richard D. Butler, Jr.(2) | | | | | 30,000 | | | | | | — | | | | | | 30,000 | | |
Dennis Gao(2) | | | | | 30,000 | | | | | | — | | | | | | 30,000 | | |
Tony Isaac(2) | | | | | 30,000 | | | | | | — | | | | | | 30,000 | | |
Tyler Sickmeyer(2) | | | | | 30,000 | | | | | | — | | | | | | 30,000 | | |
Board.
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| Name of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percentage of Class | | ||||||
| Executive Officers and Directors: | | | | | | | | | | | | | |
Jon Isaac, President and Chief Executive Office of Live Ventures Incorporated(1) | | | | | 1,543,687 | | | | | | 48.4% | | |
Eric Althofer, Chief Operating Officer(2) | | | | | 5,000 | | | | | | * | | |
David Verret, Chief Financial Officer(3) | | | | | — | | | | | | * | | |
Weston A. Godfrey, Jr., Chief Executive Officer of Marquis Industries, Inc. | | | | | — | | | | | | — | | |
Tony Isaac, Director(4) | | | | | 55,000 | | | | | | 1.7% | | |
Richard D. Butler, Jr., Director | | | | | 15,487 | | | | | | * | | |
Dennis Gao, Director | | | | | 7,493 | | | | | | * | | |
Tyler Sickmeyer, Director | | | | | — | | | | | | — | | |
| All Executive Officers and Directors as a group (8 persons) | | | | | 1,626,667 | | | | | | 51.0% | | |
| Other 5% Stockholders: | | | | | | | | | | | | | |
Isaac Capital Group, LLC(5) 3525 Del Mar Heights Rd. Suite 765 San Diego, California 92130 | | | | | 1,299,510 | | | | | | 40.7% | | |
Kingston Diversified Holdings, LLC(6), 505 E. Windmill Ln, Suite 1C-231, Las Vegas, NV 89119 | | | | | 279,440 | | | | | | 8.8% | | |
Plan Category |
| Number of |
|
| Weighted- |
|
| Number of |
| |||
Equity compensation plans approved by security holders |
|
| 87,500 |
|
| $ | 18.81 |
|
|
| 212,500 |
|
Equity compensation plans not approved by security holders |
|
| — |
|
|
| — |
|
|
| — |
|
Total |
|
| 87,500 |
|
| $ | 18.81 |
|
|
| 212,500 |
|
2022:
| Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted- average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |||||||||
| Equity compensation plans approved by security holders | | | | | 87,500 | | | | | $ | 18.81 | | | | | | 212,500 | | |
| Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | | 87,500 | | | | | $ | 18.81 | | | | | | 212,500 | | |
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NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)
(Proposal No. 2)
The Dodd-Frank Wall Street Reform and Consumer Protection Act, (the “Dodd-Frank Act”), requires that our stockholders have the opportunity to cast an advisory (non-binding) vote on executive compensation, commonly referred to as a “Say-on-Pay” vote.
The advisory vote on executive compensation is a non-binding vote on the compensation of our named executive officers as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in this Proxy Statement. The Compensation Discussion and Analysis section starts on page 18 of this Proxy Statement. Please read the Compensation Discussion and Analysis section, which provides a detailed discussion of our executive compensation program and compensation philosophy, including information about the compensation of our Named Executive Officers for the fiscal year ended September 30 ,2021. This advisory vote on executive compensation is not a vote on our general compensation policies, the compensation of our Board of Directors, or our compensation policies as they relate to risk management.
The vote solicited by this Proposal 2 is advisory, and therefore, is not binding on Live Ventures, our Board of Directors, or our Compensation Committee. The outcome of the vote will not require Live Ventures, our Board of Directors, or our Compensation Committee to take any action and will not be construed as overruling any decision by Live Ventures, our Board of Directors or our Compensation Committee. Furthermore, because this non-binding, advisory resolution primarily relates to the compensation of our Named Executive Officers that has already been paid or contractually committed, there is generally no opportunity for us to revisit these decisions. However, our Board of Directors, including our Compensation Committee, values the opinions of our stockholders and, to the extent there is any significant vote against the executive officer compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns. Stockholders will be asked at the Annual Meeting to approve the following resolution pursuant to this Proposal 2:
“RESOLVED, that the compensation paid to the Named Executive Officers of Live Ventures Incorporated, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis compensation tables and narrative discussion included in this proxy statement, is hereby APPROVED.”
Assuming that a quorum is present, the affirmative vote of the holders of a majority in voting power of the shares of our common stock that are present in person or by proxy and entitled or required to vote on Proposal 2 will be necessary to approve the advisory vote on the executive compensation as disclosed in this Proxy Statement. Abstentions and broker non-votes will have the effect of a vote against Proposal 2.
Recommendation
Our Board of Directors recommends that you vote “FOR” the approval of the executive compensation as disclosed in this Proxy Statement and as described in this “Proposal 2: Non-Binding Advisory Vote on Executive Compensation (“Say-On-Pay”).”
If no vote indication is made on the accompanying proxy card or vote instruction form prior to the start of the Annual Meeting, each such proxy will be deemed to grant authority to vote “FOR” the approval of the executive compensation as disclosed in this Proxy Statement and as described in this “Proposal 2: Non-Binding Advisory Vote on Executive Compensation (“Say-On-Pay”).”
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RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM(Proposal No. 3)
Our Board, upon the recommendation of the Audit Committee, has ratified the appointment of Frazier & Deeter to serve as our independent registered public accounting firm for the fiscal year ending September 30, 2022. The Audit Committee of our Board of Directors is solely responsible for selecting our independent public accountants. Although stockholder approval is not required to appoint Frazier & Deeter as our independent public accountant firm, we believe that submitting the appointment of Frazier & Deeter to our stockholders for ratification is a matter of good corporate governance. If our stockholders do not ratify the appointment, then the appointment may be reconsidered by the Audit Committee. Even if the appointment is ratified, the Audit Committee may engage a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of our Company and our stockholders.
We expect that one or more representatives of Frazier & Deeter will be present at the Annual Meeting and be available to answer stockholders’ questions.
The shares represented by your proxy will be voted for the ratification of the selection of Frazier & Deeter unless you specify otherwise.
Recommendation of our Board
The Board recommends that you vote “FOR” ratification of the Audit Committee’s appointment of Frazier & Deeter as our independent registered public accounting firm for the fiscal ending September 30, 2022.
Audit and Other Fees
Each year, the Audit Committee approves the annual audit engagement in advance. The Audit Committee also has established procedures to pre-approve all non-audit services provided by the Company’s independent registered public accounting firm. All 2021 and 2020 fiscal year services listed below were pre-approved.
Audit Fees: Audit fees include fees for the audit of the Company’s consolidated financial statements and interim reviews of the Company’s quarterly financial statements, comfort letters, consents and other services related to Securities and Exchange Commission matters.
Audit-Related Fees: Audit-related fees primarily include fees for certain audits of subsidiaries not required for purposes of Frazier & Deeter’s audit of the Company’s consolidated financial statements or for any other statutory or regulatory requirements, and consultations on various other accounting and reporting matters.
Tax Fees: This category consists of professional services rendered by our independent auditors for tax compliance.
All Other Fees consist of fees for services other than the services described above
The following fees were billed to us for the fiscal years ended September 30, 2021 and 2020, respectively. All audit fees were incurred from Frazier & Deeter and WSRP.
|
| 2021 |
|
| 2020 |
| ||
Audit Fees |
| $ | 995,765 |
|
| $ | 527,832 |
|
Audit-Related Fees |
|
| — |
|
|
| 131,830 |
|
Tax Fees |
|
| 104,224 |
|
|
| 46,120 |
|
All Other Fees |
|
| 64,262 |
|
|
| — |
|
Total |
| $ | 1,164,251 |
|
| $ | 705,782 |
|
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Vote Required
The ratification of the Audit Committee’s appointment of Frazier & Deeter as our independent registered public accounting firm for the fiscal year ending September 30, 2022 will be approved if the proposal receives the affirmative vote of the majority of the shares entitled to vote at the Annual Meeting, present in person or by proxy, in favor of the proposal. Since Proposal 3 is a routine matter, there will be no broker non-votes, but abstentions will have the effect of a vote against Proposal 3.
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ANNUAL MEETING
To be considered for inclusion in our proxy materials relating to our 2023 Annual Meeting, stockholder nominations or other proposals must be received at our principal executive offices by February 21, 2023, which is 120 calendar days prior to the anniversary of the mailing date of the Company’s 2023 Proxy Statement. All stockholder proposals must be in compliance with applicable laws and regulations, including the provisions of Rule 14a-8 of the Exchange Act, in order to be considered for possible inclusion in the proxy statement and form of proxy for the 2023 Annual Meeting.
Pursuant to Section 2.7 of the Company’s Bylaws, any notice of a stockholder nomination or other proposal submitted outside of the process prescribed by Rule 14a-8 of the Exchange Act (i.e., proposals that are not to be included in the Company’s proxy statement and form of proxy) received after February 21, 2023 will be considered untimely. To be in proper written form, a stockholder’s notice must set forth, as to each matter such stockholder proposes to bring before the annual meeting, (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the Company that are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business, and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.
OTHER MATTERS
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President and Chief Executive Officer
June 23, 2023
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Live Ventures Incorporated Annual Meeting or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. LIVE VENTURES INCORPORATED 325 E WARM SPRINGS RD #102 LAS VEGAS, NV 89119 V18858-P92604 LIVE VENTURES INCORPORATED The Board of Stockholders THE BOARD OF DIRECTORS RECOMMENDS A VOTE:Directors recommends you vote FOR ON PROPOSALS 1, 2 AND 3 PROPOSAL YOUR VOTE BOARD OF DIRECTORS RECOMMENDSthe following proposals: 1. Election of Directors FOR WITHHOLD 1.01For Withhold Nominees: ! ! 1a. Jon Isaac #P2# #P2# FOR 1.02!! 1b. Tony Isaac #P3# #P3# FOR 1.03!! 1c. Richard D. Butler, Jr. #P4# #P4# FOR 1.04!! 1d. Dennis (De) Gao #P5# #P5# FOR 1.05! ! 1e. Tyler Sickmeyer #P6# #P6# FOR FOR AGAINST ABSTAINFor Against Abstain ! ! ! 2. To hold an advisory vote to approve named executive officer compensation. #P7# #P7# #P7# FOR 3. To ratify the appointment of Frazier & Deeter, LLC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2022. #P8# #P8# #P8# FOR 4.2023. 3. To transact such other business as may properly come before the meeting and any adjournments thereof. Check here if you would like to attend the meeting in person. Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account.appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If helda corporation or partnership, please sign in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full corporate or partnership name of corporation and title ofby authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Proposal_Page - VIFL Date Signature (if held jointly) Date Please make your marks like this: Xofficer.
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