UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          [    ]))

SUMMER INFANT, INC.

1275 Park East Drive

Woonsocket, Rhode Island 02895

To Our Stockholders:

NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given thatYou are cordially invited to attend the 2019 AnnualSpecial Meeting of Stockholders of Summer Infant, Inc. (the "Company") at 8:00 A.M., local time, on March 5, 2020, at the Company's offices located at 1275 Park East Drive, Woonsocket, Rhode Island 02895.

        The Notice of Meeting and proxy statement on the following pages describe the matters to be presented at the meeting and other information you may find useful in determining how to vote. The proxy card is the means by which you authorize another person to vote your shares in accordance with your instructions.

        It is important that your shares be represented at the meeting to assure the presence of a quorum. Whether or not you plan to attend the meeting, we hope that you will have your stock represented by voting as soon as possible, by signing, dating and returning your proxy card in the enclosed envelope, which requires no postage if mailed in the United States, or if your shares are held in "street name," meaning your shares are held of record by a broker, bank or other nominee, you may vote by instructing your broker, bank or nominee how to vote your shares using the voting instruction form furnished by your broker, bank or nominee. Submitting a proxy by mailing a proxy card or by instructing your broker, bank or nominee how to vote your shares will ensure your shares are represented at the meeting. You may also vote electronically via the Internet.

        Thank you for your continued support.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be Held March 5, 2020

        Notice is hereby given that a Special Meeting of Stockholders of Summer Infant, Inc., a Delaware corporation (the "Company"), will be held at 9:8:00 a.m. (local time) on Friday, May 10, 2019,Thursday, March 5, 2020, at the Courtyard Marriott,Company's offices located at 636 George Washington Highway, Lincoln,1275 Park East Drive, Woonsocket, Rhode Island 02865,02895, to consider and act upon the following matters:

1.

To elect seven director nomineesapprove the adoption of an amendment to serve on the Company's Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company's outstanding common stock, at a ratio of not less than 1-for-3 and not more than 1-for-20, such ratio, and the implementation and timing of such reverse stock split, to be determined in the sole discretion of the Company's Board of Directors for a one-year term expiring(the "Reverse Stock Split Proposal");



2.

To approve one or more adjournments of the meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the 2020 annualtime of the meeting cast in favor of stockholders,Proposal No. 1; and until their respective successors are duly elected and qualified;

2.                                      To approve, on an advisory basis, the 2018 compensation of our named executive officers;





3.                                      To ratify the selection of RSM US LLP as independent registered public accounting firm for the Company for the fiscal year ending December 28, 2019; and

4.

To transact such other business as may properly come before the meeting or any adjournments or postponements of thereof.

Only stockholders of record at the close of business on March 22, 2019January 16, 2020 are entitled to notice of and to vote at the meeting.Meeting.

        Our Board of Directors recommends that you vote FOR the Reverse Stock Split Proposal, as provided in Proposal 1, and FOR the authorization to adjourn the meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal, as provided in Proposal 2.

All stockholders are cordially invited to attend the meeting and vote in person. To assure your representation at the meeting, however, you are urged to vote by proxy as soon as possible by mail by following the instructions on the proxy card or, if applicable, via the Internet. You may vote in person at the meeting even if you have previously returned a proxy.

Woonsocket, Rhode Island
January [23], 2020

SUMMER INFANT, INC.

1275 Park East Drive

Woonsocket, Rhode Island 02895

PROXY STATEMENT

2019 ANNUAL FOR THE
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 5, 2020

This proxy statement is being furnished to you in connection with the solicitation by the Board of Directors of Summer Infant, Inc., a Delaware corporation (“we”("we" or the “Company”"Company"), of proxies in the accompanying form to be used at the 2019 AnnualSpecial Meeting of Stockholders to be held at 9:8:00 a.m. (local time) on Friday, May 10, 2019,Thursday, March 5, 2020, and at any adjournments or postponements thereof (the “Annual Meeting”"Special Meeting") at the Courtyard Marriott,Company's offices located at 636 George Washington Highway, Lincoln,1275 Park East Drive, Woonsocket, Rhode Island 02865.  Our02895.

        The Company's Board of Directors (the "Board") has fixed March 22, 2019January 16, 2020 as the record date for determining those stockholders entitled to receive notice of, and to vote at, the AnnualSpecial Meeting. Only stockholders of record at the close of business on March 22, 2019January 16, 2020 will be entitled to vote at the AnnualSpecial Meeting. We intend to first mail or give this proxy statement and the accompanying proxy card to all stockholders entitled to vote on or about April 3, 2019.January [23], 2020.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING, VOTING AND RELATED MATTERS

Questions and Answers about the VotingWho can vote at the Annual MeetingSpecial Meeting?

        Only stockholders of record at the close of business on January 16, 2020 may vote at the Special Meeting. As of the close of business on January 16, 2020, there were [18,941,459] shares of common stock issued and Related Mattersoutstanding, all of which are entitled to vote at the Special Meeting. Each share of common stock entitles the holder of that share to one vote on each matter properly brought before the Special Meeting.

What am I voting on?

At the AnnualSpecial Meeting, you will be asked to vote on the following four proposals. Our Board recommendation for each proposal is set forth below. For each proposal, you may vote "FOR" such proposal, "AGAINST" such proposal, or "ABSTAIN" from voting on such proposal.

·Proposal No. 2 — Approval, on advisory basis, of executive compensation: This proposal asks for a non-binding, advisory vote of our stockholders on"AGAINST" the 2018 compensation of our named executive officers (“Say-on-Pay”).  We value the opinions expressed by our stockholders in this advisory vote, and our Compensation Committee, which is responsible for overseeing and administering our executive compensation programs, will consider the outcome of the vote when designing our compensation programs and making future compensation decisions for our named executive officers.  If a majority of votes are cast “FOR” the Say on Pay proposal, we will consider the proposal to be approved.  Abstentions are not counted as votes “FOR” or “AGAINST” this proposal.

·Proposal No. 3 — Ratification of the selection of independent registered public accounting firm: A majority of the votes cast “FOR” is required for approval.  Abstentions are not counted as votes “FOR” or “AGAINST” this proposal.

Who can vote?

Only stockholders of record at the close of business on March 22, 2019 may vote at the Annual Meeting.  As of the close of business on March 22, 2019, there were 18,816,710 shares of common stock issued and outstanding, all of which are entitled to vote at the Annual Meeting.  Each share of common stock entitles the holder of that share to one vote on each matter properly brought before the Annual Meeting.

What constitutes a quorum?

The representation in person or by proxy of at least a majority of the shares of common stock entitled to vote at the AnnualSpecial Meeting is necessary to establish a quorum for the transaction of business at the AnnualSpecial Meeting. Abstentions and “broker non-votes”broker non-votes will be counted for purposes of determining whether a quorum is present for the transaction of business at the AnnualSpecial Meeting. If we do not have a quorum, we will be forced to reconveneadjourn the AnnualSpecial Meeting at a laterto another date.

What is the difference between a stockholder of record and a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered the “stockholder"stockholder of record”record" with respect to those shares.

If your shares are held by a brokerage firm, bank, trustee or other nominee, you are considered the “beneficial owner”"beneficial owner" of shares held in street name. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 29, 2018 (our “Annual Report”) havehas been forwarded to you by your nominee who is considered the “stockholder"stockholder of record”record" with respect to those shares. As the beneficial owner, you have the right to direct your nominee how to vote your shares by using the voting instruction form included in the mailing.

How do I vote my shares?

Stockholder of Record

If your shares are registered directly in your name, you may vote:

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·By Mail.Complete and mail the enclosed proxy card in the enclosed postage prepaid envelope. Your proxy will be voted in accordance with your instructions. If you sign the proxy card but do not specify how you want your shares voted, they will be voted as recommended by our Board. Your proxy card must be mailed by the date shown on the proxy card to be counted.

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Attending the Annual Meeting

Only stockholders and our invited guestsSpecial Meeting. If final voting results are permitted to attend the Annual Meeting.  To gain admittance, you must bring a form of personal identification to the meeting, where your name will be verified against our stockholder list.  If a nominee holds your shares and you plan to attend the Annual Meeting, you should bring a brokerage statement showing your ownership of the shares as of the record date or a letter from the nominee confirming such ownership, and a form of personal identification.  If you wish to vote your shares that are held by a nominee at the meeting, you must obtain a legal proxy from your nominee and bring it to the meeting.

Householding of Materials

Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports.  This means that only one copy of these proxy materials may have been sent to multiple stockholders in each household.  We will promptly deliver a separate copy of these proxy materials to any stockholder upon written or verbal requestnot available to us at our principal office at 1275 Park East Drive, Woonsocket, Rhode Island 02895, telephone: (401) 671-6550.  Anyin time to file the Form 8-K on or before the fourth business day following the Special Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

When are stockholder who wants to receive separate copies of proxy materials inproposals due for the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact that stockholder’s bank, broker, or other nominee record holder, or that stockholder may contact us at the address and phone number set forth above.next annual meeting?

Stockholder Proposals for 2020 Annual Meeting

Stockholder proposals for inclusion in ourthe 2020 annual meeting proxy statementstatement::    If a stockholder wishes to present a proposal to be included in our proxy statement and form of proxy for our 2020 annual meeting of stockholders, the proponent and the proposal must comply with the proxy proposal submission rules of the SEC and namely, Rule 14a-8 promulgated under the Exchange Act. One of the requirements is that the proposal must behave been received by our Secretary at our corporate offices in Woonsocket, Rhode Island, no later than the close of business on December 5, 2019. Such proposal must also comply with the applicable requirements as to form and substance established by the SECHowever, if those proposals are to be included in the proxy statement and form of proxy.  If the date of next year’sthe 2020 annual meeting is changed by more than 30 days from the anniversary date of the Annual Meeting,2019 annual meeting of stockholders, then the deadline is a reasonable time before we begin to print and mail proxy materials.

Other stockholder proposalsproposals::    Our Bylaws establish an advance notice procedure with regard to other stockholder proposals, including nominations for the election of directors and business proposals to be brought before an annual meeting of stockholders by any stockholder, other than matters included in our proxy materials in accordance with Rule 14a-8 under the Exchange Act. For any nominations or any other business to be properly brought before an annual meeting of stockholders, the stockholder must give timely notice. Such notice will be considered timely if we receive notice of such proposed director nomination or the proposal of other business at our corporate offices in Woonsocket, Rhode Island, not earlier than the close of business on the 90th day and not later than the close of business on the 60th day prior to the date of the 2020 annual meeting of stockholders; provided, however, that in the event that less than 70 days’days' notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, notice by the stockholder, to be timely, must

PROPOSAL NO. 1Whom should I contact with other questions?

ELECTION OF DIRECTORS

Our Board currently has seven members.  Based on the recommendation of its Nominating/Governance Committee, the Board nominated the following persons for election at the Annual Meeting, all of whom are currently directors, each for a one-year term that expires at the 2020 annual meeting and until their successors are duly elected and qualified: (i) Evelyn D’An, (ii) Martin Fogelman, (iii) Robin Marino, (iv) Mark Messner, (v) Alan Mustacchi, (vi) Andrew Train and (vii) Stephen Zelkowicz.

Each nominee has consented to be named inIf you have additional questions about this proxy statement and to serve if elected.  If, prior toor the meeting, any nominee should become unavailable to serve, the shares of our common stock represented by a properly executed and returned proxy will be voted for such other person as shall be designated by our Board, unless the Board determines to reduce the number of directors in accordance with our Bylaws.

Below are biographies for each of the director nominees and certain information regarding the individual and the experiences, qualifications, attributes, skills and qualifications that caused our Board to determine that such individual should be serving as a director of our Company.

Evelyn D’An, 57, a director since November 2016, is President of D’An Financial Services, a strategic consulting firm she established in 2004.  She also worked in various positions of increasing responsibility at Brightstar Corporation from 2010-2014, prior to which she provided the company with consulting/advisory services.  Her last position at Brightstar was CFO of the joint venture Brightstar ERV, managing all financial aspects of the organization, which handles the recycling of mobile devices.  Ms. D’An was employed by Ernst & Young from 1986 until 2004 and became the first Hispanic female partner in the Southeast region.  Since March 2018, Ms. D’An has served as a director of Enochian Biosciences, Inc., a publicly traded, pre-clinical stage biotechnology company.  She graduated with a Masters of Accounting from Florida International University and a Bachelor of Science from the State University of Albany.  Ms. D’An brings to our Board significant financial and accounting expertise.

Martin Fogelman, 75, a director since March 2007, is an independent consultant and private investor in the juvenile products industry.  He was instrumental in the conception and development of the Babies R Us retail chain and served as senior vice president of both Toys R Us and Babies R Us, where he was employed from 1986 to May 2003.  From May 2003 until March 2007, Mr. Fogelman was President of Baby Trend, Inc., a manufacturer of infant products.  He also served as an advisory board member of Babyganics Products, pbc, a baby healthcare products Company.  Mr. Fogelman brings to our Board his extensive experience in our industry, including his experience in creating strategic growth at Toys R Us and Babies R Us, and his knowledge of our Company and business operations.

Robin Marino, 64, a director since August 2015, is currently an independent brand consultant.  From June 2011 to November 2014, Ms. Marino served as Group President, Accessories and Home, of LFUSA/Global Brands Group (GBG), a branded apparel, footwear, fashion accessories and related lifestyle product company, where she oversaw five divisions.  Prior to joining GBG, Ms. Marino was President and CEO of Merchandising at Martha Stewart Living Omnimedia, which she originally joined in 2005.  Ms. Marino was also President and COO of Kate Spade from 1999 to 2005.  Prior to that, she served in a variety of management positions for fashion and retail companies such as Burberry Limited, Wathne LTD and Federated Department Stores, Inc.  Ms. Marino served as a director of Hampshire Group, Limited from February 2016 until September 2016.  Ms. Marino holds a B.B.A. from Stetson University.  Ms. Marino brings to our Board over 35 years of strategic business leadership, encompassing corporate vision, global brand strategy, licensing, product architecture and international sales development.

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Mark Messner, 53, was appointed President and Chief Executive Officer of the Company in July 2016.  Prior to joining our Company, Mr. Messner was Chief Executive Officer of Artsana USA, Inc. (Chicco), a manufacturer of baby care products under the Chicco brand and subsidiary of Artsana S.p.A. In this role he oversaw all operations for the United States and Canada.  Mr. Messner originally joined Artsana USA in 2003 as Vice President of Marketing & Product Development and served as Chief Operating Officer for three years before taking over as Chief Executive Officer in 2012. Mr. Messner began his career in 1991 at Graco Children’s Products, Inc. (now part of Newell Brands), where he held positions of increasing responsibility across marketing, product development and product design, including as Global Product Manager from 2001 until 2003.  Our Board has nominated Mr. Messner to serve as a director because of his extensive knowledge of the industry and also because, as our Chief Executive Officer, he is knowledgeable about all aspects of the Company’s operations.

Alan Mustacchi, 58, director since May 2015, is currently Executive Vice President, Capital Markets of GreenSky, Inc., a technology-focused consumer finance platform, which he joined in November 2014. Prior to joining GreenSky, Mr. Mustacchi was Managing Director and Head of Consumer Products & Specialty Retail Investment Banking of Dresner Partners, a middle market investment bank specializing in merger & acquisition advisory, institutional private placements of debt and equity, financial restructuring and corporate turnaround, valuation and strategic consulting, from 2013 until 2014.  From 2005 until 2013, Mr. Mustacchi was at Navigant Capital Advisors, LLC, where he was Managing Director, Investment Banking.  He was also Managing Director, Merchant Banking Group, at BNP Paribas, where he spent 11 years, and Vice President of The Bank of New York in its commercial finance group.  Early in his career, Mr. Mustacchi spent six years as a Certified Public Accountant.  He holds a B.S. in Accounting and Economics from New York University’s College of Business and Public Administration and a M.B.A. in Finance and International Business from New York University’s Graduate School of Business Administration.  Mr. Mustacchi brings to our Board significant capital markets experience and financial acumen.

Andrew Train, 37, has been a director since August 2017.  Since May 2014, Mr. Train has been President of OBERLAND, a purpose driven branding agency based in New York City which he co-founded.  Prior to founding OBERLAND, Mr. Train was the Advertising Business Director at J. Walter Thompson New York, a branding, marketing and advertising agency, from May 2009 until May 2014.  Earlier in his career, he worked on well-known global brands such as HSBC, Verizon, UPS, Puma, and Lufthansa in North America and China while at J. Walter Thompson and other advertising agencies.  Mr. Train has been recognized by several national and global organizations for cause marketing and driving social change through traditional, digital, social and mobile campaigns.  Mr. Train holds a B.A. in Economics from the University of Richmond.  Mr. Train brings to our Board nearly 15 years of advertising, marketing and branding experience working with corporate, non-profit, and public sector organizations.

Stephen J. Zelkowicz, 46, has been a director since August 2014.  Since 1999, he has served as an equity research analyst at Wynnefield Capital, Inc., an investment firm specializing in small, publicly-traded companies.  Mr. Zelkowicz holds a B.A. from the University of Pennsylvania.  Mr. Zelkowicz brings to our Board his knowledge of our Company and industry and his experience in the capital markets.

Recommendation

Our Board recommends that stockholders vote “FOR” the election of Mmes. D’An and Marino and Messrs. Fogelman, Messner, Mustacchi, Train and Zelkowicz to the Board.

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CORPORATE GOVERNANCE

Board Leadership Structure

As a general policy, as an aid to the Board’s oversight of management, the Board believes the positions of Chairperson of the Board and Chief Executive Officer should be held by separate persons and that the Chairperson of the Board should be independent.  The Board may, however, determine at any time that, in light of new or special circumstances, it is in the best interests of our Company for the roles of the Chairperson of the Board and Chief Executive Officer to be combined.  If the individual elected to serve as Chairperson of the Board is our Chief Executive Officer,Special Meeting, or if the Chairperson of the Board is not independent as determined by the Board, then the independent directors will elect a Lead Independent Director.  The Lead Independent Director’s responsibilities include presiding over meetings of the independent directors held in executive session, consulting with the executive Chairperson and the Chief Executive Officer on Board and committee meeting agendas and acting as a liaison between management, the executive Chairperson and the independent directors.

Board’s Role in Oversight of Risk

Our Board is responsible for risk oversight.  The Board regularly reviews information regarding our Company’s credit, liquidity and operations, as well as the risks associated with each.  The Audit and Finance Committee discusses with our independent auditor the major financial risk exposures and the steps management has taken to monitor and mitigate such exposures.

Board of Directors Meetings, Committees of the Board and Director Independence

Attendance of Directors

In 2018, our Board met eight times, and the incumbent directors attended 100% of the meetings.  All incumbent directors attended 100% of the meetings of the committees of our Board on which they served.  Our directors are encouraged, but not required, to attend annual meetings.  All of our directors attended our 2018 annual meeting of stockholders.  All of our current directors are expected to attend the 2019 Annual Meeting.

Committees of the Boards of Directors

Our Board has designated the following standing committees: an Audit and Finance Committee, a Compensation Committee and a Nominating/Governance Committee.  From time to time as needed, our Board may designate ad hoc or special committees to address specifically delegated matters and in 2018, the Board formed an ad hoc Marketing Committee.

The current membership of our Board committees is as follows:

 = Chairperson

 =  Member

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Audit and Finance Committee

The Audit and Finance Committee met four times in 2018.  As described in the committee’s charter, a copy of which is available under the Investor Relations section of our website at www.summerinfant.com, the primary function of the committee is to oversee (1) our accounting and financial reporting process and (2) the independent audit of our Company’s financial statements, by appointing, retaining, setting compensation of, and supervising our independent auditors, reviewing the results and scope of the audit and other accounting-related services, and reviewing our accounting practices and systems of internal accounting and disclosure controls.

The committee, established in accordance with section 3(a)(58)(A) of the Exchange Act, currently consists of three members: Alan Mustacchi (Chairperson), Evelyn D’An and Robin Marino.  Each member of the committee is an “independent” director under applicable SEC and Nasdaq Stock Market rules.  The members of the committee have extensive business and financial experience, and are required to have a good understanding of financial statements, including our balance sheet, income statement, cash flow statement and our quarterly reports on Form 10-Q and our annual report on Form 10-K and related financial statements and disclosures.  Our Board has determined that each of Mr. Mustacchi and Ms. D’An qualifies as an “audit committee financial expert” within the meaning of SEC rules.

The committee meets with our external auditors and principal financial personnel to review quarterly financial results and the results of the annual audit (in both regular and executive sessions).  The committee reviews and approves annual external auditor engagement plans, scopes and fees, and verifies the rotation of the lead or coordinating audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit.  The committee approves all fees and terms related to the annual independent audit as well as all permissible non-audit engagements of the external auditors.  The committee pre-approves all audit and permissible non-audit services to be performed by the external auditors.

Compensation Committee

The Compensation Committee met four times in 2018.  The committee currently consists of three members:  Evelyn D’An (Chairperson), Alan Mustacchi and Stephen J. Zelkowicz.  Each member of the committee is an “independent” director under the rules of the Nasdaq Stock Market.

As described in the committee’s charter, which is available under the Investor Relations section of our website at www.summerinfant.com, the committee has the overall responsibility, on behalf of our Board, for approving and evaluating all compensation plans, programs and policies as they affect our Chief Executive Officer and our other executive officers, and for matters involving the compensation of our directors.  The committee will meet as often as necessary to carry out its responsibilities, and may invite to its meetings any director, management, or such other persons as it deems necessary to carry out such responsibilities.  The committee will review and approve, at least annually, the annual base salaries and annual incentive opportunities of our Chief Executive Officer and our other executive officers.  The committee also acts as administrator of our compensation programs as they affect all of our employees.

Use of Outside Advisors.  All compensation decisions are made with consideration of the committee’s guiding principles to provide competitive compensation for the purpose of attracting and retaining talented executives and employees and of motivating our employees to achieve improved Company performance, which ultimately benefits our stockholders.  The committee has the sole authority to retain and terminate any advisors, including independent counsel, compensation consultants and other advisors to assist as needed, and has sole authority to approve the advisors’ fees, which will be paid by the Company, and the other terms and conditions of their engagement.  The committee considers input

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and recommendations from management, including our Chief Executive Officer (who is not present during any committee deliberations with respect to his compensation), and outside compensation consultants in connection with its review of our Company’s compensation programs and its annual review of the performance of the other executive officers.  The committee has engaged the services of an independent compensation consultant, Pearl Meyer.  As further described below under Executive Compensation “- Role of Compensation Committee and Management” and “- Role of Compensation Consultant,” Pearl Meyer has assisted the committee with executive compensation matters.

The committee takes into consideration the recommendations of its compensation consultant and our Chief Executive Officer, but retains absolute discretion as to whether to adopt such recommendations in whole or in part, as it deems appropriate.  Foryou would like additional information on the processes followed by the committee and the objectives, methodologies and components of compensation considered by the committee in connection with executive compensation and overall compensation for employees, see the “Executive Compensation” section of this proxy statement.

Nominating/Governance Committee

The Nominating/Governance Committee met four times in 2018.  As described in the committee’s charter, which is available under the Investor Relations section of our website at www.summerinfant.com, the committee is responsible for (1) overseeing and reviewing the size, functioning, composition and needs of the Board and its committees, including recruitment of qualified board members and recommending nominees to the Board for election as directors, (2) developing and recommending corporate governance guidelines and monitoring those guidelines and (3) overseeing the CEO and management succession planning process.

The committee currently consists of three members:  Stephen Zelkowicz (Chairperson), Marty Fogelman and Robin Marino.  Each member of the committee is an “independent” director under the rules of the Nasdaq Stock Market.

Process for Identifying and Evaluating Potential Director Nominees.  The committee will consider persons identified by its members, management, stockholders, investment bankers and others for nomination to the Board.  The committee follows the process described in this proxy statement and its charter when determining nominees to our Board.

The committee will identify, evaluate and recommend candidates to become members of our Board with the goal of creating a Board that, as a whole, consists of individuals with various and relevant career experience, industry knowledge and experience, financial expertise (including whether a candidate satisfies the criteria for being an “audit committee financial expert,” as defined by the SEC), and community ties.  The committee will also consider minimum individual qualifications of candidates, including strength of character, mature judgment, familiarity with our Company’s business and industry, independence of thought, an ability to work collegially and whether the candidate is “independent” within the meaning of SEC and Nasdaq Stock Market rules.  While our Board has not adopted a mandatory retirement age or term limits for its members, in re-nominating incumbent members to the Board, the committee takes into account the tenure of the member and the appropriateness of the director’s continued service.  Candidates, whether identified by the committee or proposed by stockholders, will be reviewed in the context of the current composition of our Board, our operating requirements and the long-term interests of our stockholders.  Although the committee does not have a formal diversity policy concerning membership of the Board, the committee does consider diversity in its broadest sense when evaluating candidates, including persons diverse in gender, ethnicity, experience, and background.

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Process for Stockholder Nominations.  Nominations to our Board may be submitted to the committee by our stockholders in accordance with the process described in our Bylaws.  Stockholders who wish to recommend a candidate for election to our Board should send their letters to us at 1275 Park East Drive, Woonsocket, Rhode Island 02895, Attention: Secretary.  These letters will be promptly forwarded to the members of the Nominating/Governance Committee.

All stockholder recommendations for director candidates must be submitted to us not less than 60 calendar days or more than 90 calendar days prior to the annual meeting at which the nominee is requested to be proposed, provided, however, that in the event that less than 70 days’ notice or prior disclosure of the date of the annual meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs.  Stockholders must follow certain procedures to recommend or propose candidates for election as directors described in our Bylaws and summarized below.

The notice must contain certain information about the stockholder making the recommendation or proposal of a candidate for election to the Board, as described in our Bylaws, including (1) the name and address of the stockholder and its affiliates making the recommendation, (2) the number of shares of our common stock directly or indirectly beneficially owned by the stockholder, including any rights to acquire shares of our common stock and (3) the information relating to such stockholder that would be required to be disclosed in a proxy statement in connection with the solicitation of proxies for election of directors in a contested election under Section 14 of the Exchange Act.  The recommendation must contain the following information about the candidate being proposed for election to the Board as described in our Bylaws, including (i) the name and address of the candidate, (ii) the number of shares of our common stock directly or indirectly beneficially owned by the candidate, including any rights to acquire shares of our common stock, (iii) the information that would be required to be disclosed in a proxy statement in connection with the solicitation of proxies for election of directors in a contested election under Section 14 of the Exchange Act and (iv) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder, on the one hand, and each such proposed nominee, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the stockholder making the nomination were the “registrant” for purpose of such rule and the nominee were a director or executive officer of such registrant.  The candidate must also submit a written representation and agreement to us that he or she is not party to any agreement with another person (other than our Company) that, if elected, would obligate the candidate to act or vote on a certain issue or that provides for compensation or other reimbursement for service on the Board, and that if elected, the candidate would be in compliance with all of our applicable Company guidelines and policies.

Marketing Committee

In 2018, the Board formed the Marketing Committee as a new, ad hoc committee to assist the Board in overseeing the Company’s overall strategic direction, risks, investments and progress in the areas of marketing, branding and e-commerce.  The committee currently consists of three members:  Andrew Train (Chairperson), Marty Fogelman and Robin Marino.

Independence of Directors

In determining the independence of directors, our Board analyzes each director’s relationship with our Company and our subsidiaries to determine whether our directors are independent under the applicable rules of the Nasdaq Stock Market and the SEC.  Our Board has determined that each of its current directors, other than Mr. Messner, is “independent” within the meaning of the independence rules of the Nasdaq Stock Market and the SEC.

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Other Governance Matters

Majority Voting

Our Bylaws provide for a majority voting standard in uncontested elections of directors, such that a nominee for director shall be elected to the board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of directors to be elected.

In connection with this majority voting standard, the Board adopted a director resignation policy that is set forth in our Corporate Governance Guidelines.  The director resignation policy provides that director nominees must tender irrevocable resignations that will be effective only upon (1) the failure to receive the required vote in an uncontested election at the next stockholder meeting at which they face re-election and (2) acceptance of such resignation by the Board.  If an incumbent director fails to receive the required vote for re-election, the Nominating/Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken.  The Board will act on the resignation, taking into account the Nominating/Governance Committee’s recommendation, within 90 days from the date of the certification of the director election results.  Thereafter, the Board will promptly publicly disclose its decision and rationale for the decision.

Executive Sessions

Our independent directors meet in executive session from time to time, and met at least four times in 2018.

Code of Ethics

We have adopted a Code of Ethics that applies to all our directors, officers and employees, which can be found under the Investor Relations section of our website at www.summerinfant.com.  Amendments to our Code of Ethics and any grant of a waiver from a provision of our Code of Ethics requiring disclosure under applicable SEC or Nasdaq Stock Market rules will be disclosed on our website.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines, which can be found under the Investor Relations section of our website at www.summerinfant.com.  These guidelines include, without limitation, guidelines relating to director qualifications and responsibilities, director resignations, board committees, director access to officers and employees, director and officer compensation, management succession and stockholder communication with the Board.

Insider Trading Policy

Under our Code of Ethics, directors, officers, and employees who have access to confidential information relating to our Company are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Company’s business.  To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical and against Company policy but is also illegal.  We also maintain an insider trading policy, applicable to all directors, officers and employees and other designated service providers.  The policy provides that these persons may not (1) buy, sell or engage in other transactions in our securities while aware of material non-public information about our Company; (2) buy

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or sell securities of other companies while aware of material non-public information about those companies that they become aware of as a result of business dealings with our Company, or (3) disclose material non-public information to any unauthorized persons outside of our Company.  In addition, officers and directors are prohibited from purchasing or selling options on our common stock or engaging in short sales of our common stock.  Officers and directors are discouraged from engaging in hedging or monetizing transactions (such as prepaid variable forwards, collars, equity swaps or similar derivative securities that are linked to our common stock), and must obtain prior approval to engage in such transactions.  The policy also requires officers, directors and certain other identified employees to obtain pre-clearance for any trading, and subjects these persons to a defined trading blackout period.

Stock Ownership Guidelines for Non-Employee Directors and Chief Executive Officer

Our Board has adopted ownership guidelines to align the interests of its directors and our Chief Executive Officer with the interests of our stockholders.  These guidelines encourage our directors and our Chief Executive Officer to maintain a significant ownership stake over their tenure.  It is expected that each director and the Chief Executive Officer shall attain the applicable share ownership level within five years of his or her initial election or appointment, or for non-employee directors that were members of the Board at the time the policy was adopted, within five years of adoption of the policy.  As of the datecopies of this proxy statement, our Chief Executive Officer and our directors have made progress towards meeting the ownership guidelines.

As a guideline, a non-employee director is expected to own shares of our common stock equal in value to at least three times the amount of his or her applicable annual retainer fee, and our Chief Executive Officer is expected to own shares of our common stock equal in value to at least six times the amount of his or her annual base salary.

In calculating compliance with the guidelines, each director and our Chief Executive Officer shall be credited for each share of common stock beneficially owned by him or her, including shares held in benefit plans, each share of vested and non-vested restricted stock, and each restricted stock unit.  The Compensation Committee will review from time to time the ownership guidelines and recommend any changes for approval by our Board as appropriate.

Communications with Directors

Stockholders may send communications to our Board, the Chairperson, any individual director or group of directors, or any Board committee by using the contact information provided on our website.  Stockholders also may send communications by letter addressed to our Secretary, Attn: Board of Directors,please contact: Summer Infant, Inc., 1275 Park East Drive, Woonsocket, Rhode Island 02895.  Communications02895, Attn: Secretary, or by telephone: (401) 671-6550.

Related Matters

Attending the Special Meeting

        Only stockholders and our invited guests are permitted to attend the Special Meeting. To gain admittance, you must bring a form of personal identification to the meeting, where your name will be verified against our stockholder list. If a nominee holds your shares and you plan to attend the Special Meeting, you should bring a brokerage statement showing your ownership of the shares as of the record date or a letter from the nominee confirming such ownership, and a form of personal identification. If you wish to vote your shares that are held by a nominee at the meeting, you must obtain a legal proxy from your nominee and bring it to the meeting.

Householding of Materials

        Some banks, brokers, and other nominee record holders may be participating in the practice of "householding" proxy statements. This means that only one copy of these proxy materials may have been sent to multiple stockholders in each household. We will promptly deliver a separate copy of these proxy materials to any stockholder upon written or verbal request to us at our principal office at 1275 Park East Drive, Woonsocket, Rhode Island 02895, telephone: (401) 671-6550. Any stockholder who wants to receive separate copies of proxy materials in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact that stockholder's bank, broker, or other nominee record holder, or that stockholder may contact us at the address and phone number set forth above.

PROPOSAL NO. 1

THE REVERSE STOCK SPLIT PROPOSAL

Introduction

        Our Board has adopted and is recommending that our stockholders approve proposed amendments to our Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to effect a reverse stock split (the "Reverse Split") of the Company's outstanding common stock at a ratio of not less than 1-for-3 and not more than 1-for-20, with such ratio to be determined at the sole discretion of the Board, and with such Reverse Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion. The form of proposed amendments to our Certificate of Incorporation to effect the Reverse Split is attached asAppendix A to this Proxy Statement. However, the text of the proposed amendments is subject to revision to include such changes as may be required by the Secretary of State of the State of Delaware and as the Board deems necessary or advisable to effect the proposed amendment of our Certificate of Incorporation.

        By approving this proposal, stockholders will approve a series of amendments to our Certificate of Incorporation pursuant to which any whole number of outstanding shares of common stock between and including three and twenty would be combined into one share of our common stock, and authorize the Board to file only one such amendment, as determined by the Board in the manner described herein, and to abandon each amendment not selected by the Board. Our Board believes that stockholder approval of amendments granting the Board this discretion, rather than approval of a specified exchange ratio, provides the Board with maximum flexibility to react to then-current market conditions and, therefore, is in the best interests of the Company and its stockholders. The Board may effect only one Reverse Split as a result of this authorization. The Board may also elect not to do any Reverse Split. The Board's decision as to whether and when to effect the Reverse Split will be based on a number of factors, including market conditions, existing and expected trading prices for our common stock, and the continued listing requirements of the Nasdaq Capital Market.

        Although our stockholders may approve the Reverse Split, we will not effect the Reverse Split if the Board does not deem it to be in the best interests of the Company and its stockholders. The Reverse Split will take effect, if at all, after it is approved by stockholders holding a majority of the shares of our common stock outstanding on the record date, is deemed by the Board to be in the best interests of the Company and its stockholders, and after filing the amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware.

Background

        Our common stock is currently listed on the Nasdaq Capital Market. In order for our common stock to continue to be listed on the Nasdaq Capital Market, we must satisfy various listing maintenance standards established by The Nasdaq Stock Market ("Nasdaq"). If we are unable to meet the Nasdaq Capital Market requirements, our common stock will be subject to delisting.

        Under Nasdaq's continued listing requirements for the Nasdaq Capital Market, if the closing bid price of our common stock is under $1.00 per share for 30 consecutive business days and does not thereafter reach $1.00 per share or higher for a minimum of ten consecutive business days during the 180 calendar days following notification by Nasdaq, our common stock would be subject to delisting by Nasdaq.

        On April 4, 2019, Nasdaq notified us that the bid price of our common stock had closed below the required $1.00 per share for 30 consecutive trading days, and, accordingly, that we did not comply with the applicable Nasdaq minimum bid price requirement. We were provided an initial period of 180 calendar days in which to regain compliance with the minimum bid price requirement. On October 2, 2019, we received notice from Nasdaq indicating that, while we had not regained

Director Compensation

For fiscal 2018, the following director compensation program was in place for our non-employee directors:

·                  an annual retainer fee of $90,000 for the Chairperson and $45,000 for other non-employee directors;

·                  for any meetings beyond four regularly scheduled board meetings per year, a fee of $1,000 for each board meeting attended in person;

·                  the chairpersons of the Audit, Compensation, Nominating/Governance and Marketing Committees received an additional annual fee of $15,000, $10,000, $8,000 and $8,000, respectively;

·                  each director serving as a member of the Audit, Compensation and Nominating/Governance Committees (other than the chairperson of each such committee) received an annual fee of $5,000; and

·                  on the date of our annual meeting of stockholders, each director other than our Chairperson received an annual equity award,reduction in the formnumber of shares of our common stock equaloutstanding resulting from the Reverse Split due to, the lesser of (1) 7,500 shares or (2)among other reasons, our performance and other factors which may be unrelated to the number of shares outstanding. The common stock could also be delisted from the Nasdaq Capital Market due to our failure to comply with one or more other Nasdaq listing rules.

        With the exception of the Company's routine practice of granting stock options, restricted stock units, and other stock-based awards to employees and other service providers, the Company has no current specific plan, commitment, arrangement, understanding, or agreement regarding the issuance of additional shares of common stock resulting from the increase in the number of unissued shares available for issuance under our Certificate of Incorporation after giving effect to the proposed Reverse Split. Unless required by applicable law or stock exchange rules, no further vote of the stockholders will be calculatedrequired to issue such shares.

Director Compensation in 2018

The following table shows non-employee director compensation in 2018.  Mr. Messner served as our Chief Executive Officer during 2018stated capital. Further, net loss per share, book value per share and did not receive any additional compensation for his serviceother per share amounts will be increased as a director.  For information on compensation received by Mr. Messner for his services as Chief Executive Officer, please see “Executive Compensation - Summary Compensation Table” below.result of the Reverse Split because there will be fewer shares of common stock outstanding.

Possible Disadvantages of Reverse Split

PROPOSAL NO. 2

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (known as the Dodd-Frank Act), provides that a public company’s proxy statement in connection with the Company’s annual meeting of stockholders must allow stockholders to cast an advisory, nonbinding vote regarding the compensationsignificant devaluation of our named executive officers as disclosed in accordance withmarket capitalization and the SEC’s rules.

As discussed under “Executive Compensation” below, our compensation programs are designed to attract, motivate and retain highly qualified executives and seek to foster a performance-oriented culture, where individual performance is aligned with organizational objectives.  For example, our annual short-term incentive plan is designed to reward individuals for performance based primarily on our financial results and their achievement of personal and corporate goals that contribute to our long-term goal of building stockholder value.  Grants of equity-based awards are intended to provide additional incentive to work to enhance long-term total return to stockholders and to align the intereststrading price of our executivescommon stock, on an actual or an as-adjusted basis, based on the experience of other companies that have effected reverse stock splits.

PROPOSAL NO. 3

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit and Finance Committee has appointed RSM US LLP as the independent registered public accounting firm to audit the consolidated financial statements of our Company for the fiscal year ending December 28, 2019 and recommends that stockholders vote in favor of the ratification of such appointment.  In the event of a negative vote on such ratification, the Audit and Finance Committee will reconsider its selection.  We anticipate that representatives of RSM will be present at the Annual Meeting, will have the opportunity to make a statement if they desire, and will be available to respond to appropriate questions.

Fees

The following table shows the aggregate fees paid or accrued for audit and other services provided for fiscal years 2018 and 2017:

AUDIT COMMITTEE REPORT

This Audit Committee Report shall not be deemed to be “soliciting material” or to be filed with the Securities and Exchange Commission or subject to Regulation 14A or 14C under the Exchange Act, or to the liabilities of Section 18 of the Exchange Act.  Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933 or the Exchange Act that might incorporate future filings, including this proxy statement,offset, in whole or in part, this report shall not be incorporated by reference into any such filings.

The Audit and Finance Committee (the “Audit Committee”) reviews our financial reporting process on behalf of our Board.  Management has the primary responsibility for the financial statements and the reporting process.  Our independent auditors are responsible for expressing an opinion on the conformity of our audited financial statements to accounting principles generally accepted in the United States of America.

In this context, the Audit Committee has reviewed and discussed our audited financial statements with management and the independent auditors.  The Audit Committee has discussed with the independent auditors the mattersincreased brokerage commissions required to be discussedpaid by stockholders selling odd lots created by the Auditing Standard No. 1301, “CommunicationsReverse Split.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of March 22, 2019January 16, 2020 by:

•

·each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

·



•

each of our directors and named executive officers listed in the Summary Compensation Table under the section entitled “Executive Compensation”;officers; and

·



•

all of our current executive officers and directors as a group.

Name and Address of Beneficial Owner (1)		Amount and Nature of Beneficial Ownership (2)		Percent of Common Stock (3)
5% Stockholders
Wynnefield Capital Management LLC and related parties (4)		6,829,086		36.3	%
Jason Macari (5)		2,999,542		15.9	%
Directors and Named Executive Officers
Evelyn D’An		23,649		*
Marty Fogelman (6)		123,752		*
Paul Francese		7,500		*
Robin Marino		198,648		1.1	%
Mark Messner (7)		239,360		1.3	%
William E. Mote, Jr (8)		96,360		*
Alan Mustacchi		77,043		*
Andrew Train		25,644		*
Stephen J. Zelkowicz		65,564		*
All current directors and executive officers as a group (8 persons)(9)		761,160		4.0	%

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC reports of ownership and changes in ownership of our common stock and other equity securities.  Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of such reports furnished to us during the fiscal year ended December 29, 2018 and on written representations from our officers, directors and 10% stockholders known to us, we believe that each person who, at any time during the fiscal year, was a director, officer or beneficial owner of more than 10% of our common stock, complied with all Section 16(a) requirements during the fiscal year, except for the following: Mr. Mote filed a Form 4 relating to the late reporting of the withholding of shares to satisfy tax liability upon vesting of restricted share awards in February 2018.

EXECUTIVE OFFICERS

Information concerning our current executive officers is set forth below.  All executive officers hold their positions for an indefinite term and serve at the pleasure of our Board.

Current Executive Officers

Mark Messner, 53, was appointed President and Chief Executive Officer of the Company in July 2016.  Additional biographical information about Mr. Messner is included above under “Proposal No. 1 — Election of Directors.”

Paul Francese, 63, was appointed our Senior Vice President and Chief Financial Officer in November 2018.  Mr. Francese previously served as our Chief Financial Officer from September 2012 until November 2014.  Most recently, Mr. Francese was Chief Financial Officer of Rain Carbon Inc., a global chemical company, which he joined in 2015.  Mr. Francese was Chief Financial Officer of OCI Enterprises Inc., a soda ash, hydrogen peroxide and sodium percarbonate producer and solar energy developer, from December 2004 until September 2012.  Prior to joining OCI Enterprises, Mr. Francese served as Chief Financial Officer of Cannondale Bicycle Corp, a designer and manufacturer of high-end bicycles and consumer sporting goods accessories.  Mr. Francese holds a B.A. from Rutgers University and a M.B.A. from the University of New Haven.

EXECUTIVE COMPENSATION

Executive Summary

We are an infant and juvenile products company originally founded in 1985 and have publicly traded on the Nasdaq Stock Market since 2007 under the symbol “SUMR.” We are a recognized authority in the juvenile industry, providing parents and caregivers a full range of innovative, high-quality, and high-value products to care for babies and toddlers.  We seek to improve the quality of life of parents, caregivers, and babies through our product offerings, while at the same time maximizing shareholder value over the long term.

Our industry is highly competitive and has many participants, and our ability to compete effectively in our industry is dependent in part on our ability to attract, motivate and retain key management personnel and qualified employees.  The Compensation Committee has approved a pay-for-performance compensation philosophy, which is intended over time to bring base salaries and total executive compensation in line with approximately the median (50th percentile) of the companies represented in our peer group.  However, we have not been able to compensate our executives anywhere

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near this level in past years due to our Company’s financial performance, stock price and the limited pool of shares available for issuance under our equity plan.  Short-term incentive compensation, based on the achievement of specified goals and objectives, may be awarded in the form of an annual cash performance bonus.  We also provide equity awards to reward our executives for long-term Company performance and to align their interests with the interests of our stockholders.  Total compensation may vary significantly from year-to-year based on a combination of total Company and individual performance.

2018 Company Performance

In fiscal 2018, our overall results were mixed, as we saw the continued impact of the bankruptcy of Toys R Us (TRU), the parent company of Babies R Us, one of our largest customers, on our results and the industry in general as well as the implementation of additional trade tariffs with China and the enactment of the Tax Cuts and Jobs Act, yet successfully expanded our distribution through other channels, implemented cost reduction actions to right size our business and refinanced our credit facilities to materially increase our liquidity.  Sales for the full year 2018 declined 8.6%, and the year-over-year decrease reflected a reduction in sales due to the liquidation of TRU’s U.S. assets, and a decline in monitor sales as a result of increased competition.  We did see increased business with other customers as former TRU business began migrating to other channels, and also achieved sales growth in our potty, entertainers, and gate categories.

OTHER MATTERS

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2018 Short-Term Incentive Plan Payout and Equity Awards

Based on the Company’s performance in fiscal 2018, there were no payouts earned by our named executive officers under our annual incentive bonus program.  Our equity awards granted in fiscal 2018 were generally below the market 25th percentile for similar companies due to our stock price.

The following chart shows the mix of total direct compensation actually earned by our Chief Executive Officer for fiscal 2018.

CEO 2018 Total Direct Compensation

Named Executive Officer Compensation in 2018

Our named executive officers for 2018 were Mark Messner, President and Chief Executive Officer, Paul Francese, Senior Vice President and Chief Financial Officer, and William E. Mote, Jr., former Chief Financial Officer.  Mr. Francese joined our Company in November 2018, replacing Mr. Mote as Chief Financial Officer.

Base Salaries.  As is our practice, we review base salaries for our existing named executive officers each fiscal year.  There were no base salary increases for Messrs. Messner or Mote in 2018.

Annual Incentive Bonus.  In 2018, the Compensation Committee approved an annual incentive bonus program under which potential payouts would be earned based on the achievement of a specified, pre-bonus adjusted EBITDA target and, for members of the Company’s senior management team, including our named executive officers, 20% of their total target bonus potential would be earned based on the achievement of an individual strategic goal.  In order to earn the portion of the target bonus based on the achievement of an individual strategic goal, the Company was required to achieve the required pre-bonus adjusted EBITDA threshold to fund the 2018 bonus pool and the executive must have met his or her individual strategic goal.

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Under the 2018 program, the threshold, target and maximum amounts for the pre-bonus adjusted EBITDA, and the actual 2018 pre-bonus adjusted EBITDA, were as follows:

executive’s position, responsibilities, tenure, individual experience and achievement of goals.  As a result of our performance-based philosophy, compensation levels may vary from year to year and among our various executive officers with fixed and variable pay components.

Compensation Components

Each year the Compensation Committee reviews the various components of executive compensation to determine an appropriate mix for each named executive officer, as described below.  In determining each component of an executive’s compensation, numerous factors are considered, including:

·                  the individual’s particular background and circumstances, including prior relevant work experience;

·                  the demand for individuals with the individual’s specific expertise and experience;

·                  the individual’s role with us and the compensation paid to similar positions determined through benchmark studies;

·                  the individual’s performance and contribution to the achievement of Company goals and objectives;

·                  comparison to other executives within our Company; and

·                  the overall financial performance of our Company.

Base Salary.  The Compensation Committee strives to provide salaries to executives that are competitive with those paid by comparable companies for similar work, based on each executive’s experience and performance.  We target cash compensation at market median levels to help attract and retain executive talent.  When setting executive pay, the Compensation Committee considers a combination of factors as outlined in the bulleted list above.  In addition, in the case of new hires, the Compensation Committee will also consider the current recruitment market and negotiations with the specific individual.

Following the end of each fiscal year, the Compensation Committee reviews executives’ base salaries, and takes into consideration each executive’s performance, achievement of specific short-term goals and our Company’s performance in the prior year.  The Compensation Committee also meets with the Chief Executive Officer to review base salary recommendations for other named executive officers, including his performance evaluation of all such persons and the basis of the recommendations, the scope of each person’s duties, oversight responsibilities and individual objectives and goals against results achieved for the applicable fiscal year.

Annual Incentive Bonus.  Our Company generally uses short-term, cash-based incentive compensation programs to recognize and reward executives and other employees who contribute meaningfully to an increase in Company value and profitability.  In general, the funding of the annual incentive bonus pool is dependent upon our Company achieving certain financial targets.  Each named executive officer typically has the ability to receive up to 200% of his or her target bonus award opportunity based on our Company and the individual achieving stretch (or superior) performance levels.  The percentage of the bonus actually paid to each named executive officer depends on the attainment of corporate financial targets and individual performance goals.  In 2018, the Compensation Committee undertook a review of the Company’s annual incentive bonus program and is currently considering changes to the design of the program.

Equity Incentive Awards.  The Compensation Committee believes that stock-based compensation ensures that our executives have a continuing stake in the long-term success of our Company.  In general,

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long-term equity incentive awards are targeted between the 25th and 50th percentiles of the compensation peer group with appropriate adjustments for individual and Company performance, though historically awards have generally been below the 25th percentile market level due to share constraints and stock price.  In general, long-term equity incentive awards have been in the form of stock options, restricted stock awards, or a combination of both types of awards.  Vesting for these awards typically extends over a four-year period, with 25% of the total number of shares subject to an award vesting each year beginning on the first anniversary of the date of grant.  If a named executive officer leaves our Company prior to the completion of the applicable vesting schedule, the unvested portion of the option or stock grant is forfeited unless otherwise provided in his or her employment agreement or termination agreement.  The Compensation Committee also grants equity awards outside of the regular annual grant program for new hires, promotions or other reasons deemed appropriate by the committee.

Our Compensation Committee regularly reviews the use of performance metrics in our long-term equity incentive award program.  Because we are a small company, have a new CEO and are in the process of a turnaround for our business, the Compensation Committee felt that it is not yet appropriate to include any financial performance metrics with respect to its long-term equity incentive awards.  The Compensation Committee will continue to evaluate our long-term equity incentive program to ensure appropriate alignment with our overall compensation program and business strategy.

Discretionary Bonuses; Perquisites and Fringe Benefits.  The Compensation Committee and the Board may, from time to time, desire to recognize individual contributions to the Company and to encourage continued outstanding performance by granting discretionary bonuses, in the form of cash or equity awards.  We provide only certain executive fringe benefits.  Our executives receive health and welfare benefits, such as group medical, dental, life and long-term disability coverage, under plans generally available to all other employees.  We believe that our executives should be able to provide for their retirement needs from the total annual compensation they earn based on our performance.  Accordingly, other than an employer matching contribution under our 401(k) plan, which is the same that we provide all of our employees, we do not offer our executives any nonqualified pension plans, supplemental executive retirement plans, deferred compensation plans or other forms of compensation for retirement.  We may provide for fringe benefits, such as auto allowances, commuting benefits, housing or relocation benefits in individually negotiated executive employment agreements in order to attract and retain key executives who are essential to the long-term success of our Company.

Role of the Compensation Committee and Management

The Compensation Committee currently determines or recommends to the Board the compensation of our Chief Executive Officer and our other executive officers.  Annually, our Compensation Committee, together with our Board, evaluates the performance of and determines the compensation of our Chief Executive Officer in light of the goals and objectives of our compensation program for that year.  Our Compensation Committee annually assesses the performance of our other executive officers and considers recommendations from our Chief Executive Officer when determining the compensation of our other executive officers.  As discussed below, the Compensation Committee also considers input from other independent directors, our compensation consultant and benchmarking studies and surveys, but retains absolute discretion as to whether to adopt any recommendations as it deems appropriate.

At the request of our Compensation Committee, our Chief Executive Officer, Chief Financial Officer and SVP of Human Resources may attend our Compensation Committee meetings, including meetings at which our compensation consultant is present.  This enables our Compensation Committee to review with senior management the strategic and individual goals that are important to achieve our overall success.  Our Compensation Committee ultimately makes all determinations regarding financial

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and individual goals and targets.  Our Chief Executive Officer does not attend any portion of meetings at which his compensation is discussed.

Additionally, as part of ongoing efforts to drive outstanding operational and financial performance, the Compensation Committee will, in consultation with its independent compensation consultant, consider changes to our compensation programs as appropriate in response to input from stockholders through our annual Say on Pay vote and evolving factors such as the business environment and competition for talent.  As part of its 2018 compensation setting process, the Compensation Committee reviewed the results of the Say on Pay vote regarding executive compensation paid in 2017, in which approximately 99% of the votes cast were voted in favor of our executive compensation program.

The Compensation Committee has authority to retain (at our Company’s expense) outside counsel, compensation consultants and other advisors to assist as needed.  The Compensation Committee considers input and recommendations from our outside compensation consultants in connection with its review of our Company’s compensation programs and its annual review of the performance of the other executive officers.  The Compensation Committee has engaged the services of an independent compensation consultant, Pearl Meyer.  As further described below, Pearl Meyer has assisted the Compensation Committee with executive compensation matters.  The Compensation Committee retains Pearl Meyer directly, although in carrying out assignments Pearl Meyer also interacts with management when necessary and appropriate to obtain compensation and performance data.  In addition, Pearl Meyer may, in its discretion, seek input and feedback from management regarding its consulting work product prior to presentation to the committee in order to confirm alignment with our business strategy, identify data questions and other similar issues, if any.  As required under SEC rules, the Compensation Committee reviews the services of its compensation consultants to evaluate whether any conflicts of interest are raised, taking into consideration certain factors, including whether the consultant provides any other services to our Company, the amount of fees our Company pays to the consultant, whether there are any business or personal relationships with an executive officer of our Company or with any committee member, and whether the consultant owns any stock of our Company.  The Compensation Committee determined, based on its evaluation, that the work of Pearl Meyer has not created any conflict of interest.  On an annual basis, the Compensation Committee will continue to monitor the independence of its compensation consultants.

Role of the Compensation Consultant

The Compensation Committee retains Pearl Meyer to provide advice on various compensation matters and recommends compensation program designs, including market trends, peer group composition and compensation for our executive officers.  Pearl Meyer reports directly to the Compensation Committee, meets the independence requirements of applicable SEC rules and does not provide any other services to our Company beyond those requested or approved by the Compensation Committee.  When requested by the Compensation Committee, Pearl Meyer attends meetings of the Compensation Committee, either in person or by telephone.  In 2018, Pearl Meyer assisted the Compensation Committee with the following:

·                  attended Compensation Committee meetings as requested;

·                  provided advice and analysis of the design of the Company’s short-term and long-term incentive programs; and

·                  reviewed and provided comments on named executive officers’ compensation and the disclosure regarding executive compensation in the proxy statement for the 2018 annual meeting of stockholders.

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Compensation Benchmarking

In determining compensation levels, the Compensation Committee believes that it is important when making compensation-related decisions to be informed as to the practices of publicly-held companies of similar size, revenue and market focus.  As a result, the Compensation Committee relies on its independent compensation consultant to help define the appropriate competitive market using a combination of peer group companies and industry-specific compensation surveys.  The Compensation Committee last reviewed its peer group during 2017 and made changes to the companies included in the peer group.

The Company’s peer group currently consists of the companies noted below.

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SUMMARY COMPENSATION TABLE

The following table sets forth, for fiscal years 2017 and 2018, information regarding compensation of our named executive officers:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table provides information about outstanding equity awards held by the named executive officers at the end of 2018:

Equity Compensation Plan Information

The following table summarizes information, as of December 29, 2018, regarding our equity compensation plans.

as provided to other senior management employees.  Mr. Messner is entitled to be reimbursed up to $60,000 per year for the cost of commuting from his Pennsylvania home to our Rhode Island headquarters.  Additionally, if Mr. Messner relocates to within 60 miles of Woonsocket, Rhode Island, within three years of the date of his employment agreement, then Mr. Messner will be entitled to the reimbursement of up to $20,000 in relocation expenses.

The Company or Mr. Messner may terminate the Employment Agreement upon 60 days’ prior notice for any reason.  If we terminate the Employment Agreement without cause, or Mr. Messner terminates his employment for good reason, Mr. Messner is entitled to a severance payment in an amount equal to his base salary, paid over 12 months, provided he returns all Company property and executes a written release.  The Employment Agreement also contains non-competition and similar covenants which are in effect during Mr. Messner’s employment with the Company and for a period of 12 months following the termination of his employment under the Employment Agreement.  Mr. Messner is a participant in the Company’s Change in Control Plan, described below, pursuant to which he is entitled to compensation in the event he is terminated for certain reasons following a change in control of the Company.

Paul Francese.  Pursuant to the terms of his offer letter with the Company, Mr. Francese received an initial annual base salary of $330,000, and is eligible to participate in the Company’s short-term incentive bonus program beginning in fiscal year 2019, with a target equal to 40% of his base salary.  He is also eligible to participate in our long-term incentive plan and any other bonus plans, as determined by the Compensation Committee, and is eligible to receive all medical, dental and other benefits to the same extent as provided to other senior management employees.  Further, the Company agreed to reimburse Mr. Francese for certain living expenses incurred during his first month of employment in an amount not to exceed $8,000.  If Mr. Francese’s employment is terminated by us without cause, or Mr. Francese terminates his employment for good reason, then he is entitled to receive a cash severance payment equal to six months of his then current base salary, payable in accordance with the Company’s customary payroll practices and subject to the Company’s receipt of a general release and termination agreement from Mr. Francese.  Mr. Francese is a participant in the Company’s Change in Control Plan, described below, pursuant to which he is entitled to compensation in the event he is terminated for certain reasons following a change in control of the Company.  As an inducement to Mr. Francese accepting employment with the Company, the Compensation Committee granted Mr. Francese a stock option to purchase 30,000 shares of Company common stock, vesting 25% each year beginning on the first anniversary of the date of grant, and an award of 20,000 shares of restricted stock, vesting 25% each year beginning on the first anniversary of the date of grant.

Separation Agreement and General Release with Former Chief Financial Officer

Pursuant to the Separation Agreement and General Release entered into by the Company and Mr. Mote following his resignation from the Company, in consideration for a general release and covenants from Mr. Mote and his non-revocation of the agreement, Mr. Mote will receive (i) cash severance equal to twenty six weeks of his base salary, payable in accordance with the Company’s customary payroll practices, (ii) accelerated vesting of 5,250 shares under his restricted share award originally granted on February 22, 2017, (iii) accelerated vesting of 10,250 stock options under his stock option award originally granted on February 22, 2017, and (iv) the extension of the option exercise period for all vested and unexercised stock option awards held by Mr. Mote as of the date of his separation for an additional six months following the applicable expiration date of such awards under their terms.  In addition, the Company will provide, at its expense, outplacement services to Mr. Mote for a period of up to 12 months, and will reimburse him for the first month of any COBRA coverage expense, if so elected by Mr. Mote.

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Change in Control Plan

In February 2018, the Board of Directors approved a Change in Control Plan to replace the individual change in control agreements between the Company and certain executive officers and members of senior management that expired in October 2017.  Under the “double trigger” provisions of the Change in Control Plan, a participant will be entitled to certain payments if (1) there is a change in control and (2) within the 12-month period following the change in control, the participant’s employment is terminated without cause by the Company or for good reason by the participant.  If these events occur, a participant will be entitled to receive payments based on their tier under the Plan for a period of time following the termination.  Our CEO, Mr. Messner, is a Tier 1 participant and our CFO, Mr. Francese is a Tier 2 participant in the Change in Control Plan, and would receive the following benefits:

·                  a cash payment equal to his annual base salary times the applicable tier multiplier (2.0x for our CEO; 1.0x for our CFO), payable over a period of time following termination (24 months for our CEO, 12 months for our CFO);

·                  a cash payment equal to the pro-rated portion of the participant’s annual cash bonus actually achieved for the fiscal year in which the termination occurs, payable when such payment would otherwise be paid after the end of the relevant performance period; and

·                  a cash payment equal to one times the monthly premiums for the participant’s group medical, dental and vision coverage for a period of time (24 months for our CEO, 12 months for our CFO), payable monthly provided that such payments will end if the participant becomes eligible to participate in similar plans with a subsequent employer.

In addition, any unvested equity awards held by our CEO and CFO that were granted prior to the change in control will accelerate and vest in full as of the participant’s termination date, and any unvested performance-based equity awards will be deemed vested and earned assuming achievement at the target performance level.  As a condition to receiving payments under the Plan, participants must execute a severance agreement and release, which includes non-competition and similar covenants that remain in effect for 24 months for our CEO and 12 months for our CFO.

Retirement Plans

We have a Section 401(k) plan and provide an employer matching contribution, which is the same that we provide all of our employees.  We do not offer our executives any nonqualified pension plans, supplemental executive retirement plans, deferred compensation plans or other forms of compensation for retirement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In March 2009, our wholly owned subsidiary, Summer Infant (USA), Inc. (“Summer USA”), entered into a definitive agreement with Faith Realty II, LLC, a company whose members are Jason P. Macari, our former Chief Executive Officer and a former director.  Under this agreement, Faith Realty purchased our corporate headquarters located at 1275 Park East Drive, Woonsocket, Rhode Island for $4,052,500 and subsequently leased the headquarters back to Summer USA for an annual rent of $390,000 for an initial seven-year term.  The lease was last amended in January 2018 and extended the term of the lease until March 31, 2021 with annual rent of $468,000.

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OTHER MATTERS

We know of no other matters other than that described in this Proxy Statement that may come before the AnnualSpecial Meeting. If any other matters should properly come before the AnnualSpecial Meeting, it is the intention of the persons named in the accompanying proxy to vote in accordance with their judgment on those matters. This discretionary authority is conferred by the proxy.

* * *

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APPENDIX A

CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SUMMER INFANT, INC.

Pursuant to Section 242 of the General Corporation Law of the State of Delaware

        Summer Infant, Inc. (hereinafter, the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies that:

        1.     The name of the Corporation is Summer Infant, Inc.

        2.     The Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware on December 9, 2004, and was amended and restated by the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on March 6, 2007, further amended by the filing of a Certificate of Amendment of the Amended and Restated Certificate of Incorporation on June 3, 2010 and further amended by the filing of a Certificate of Amendment of the Amended and Restated Certificate of Incorporation on June 24, 2014 (as amended, the "Restated Certificate").

        3.     This Certificate of Amendment to the Restated Certificate shall become effective as of [            ] a.m., on [            ], 2020.

        4.     The Restated Certificate is hereby amended by deleting Article FOURTH in its entirety and substituting in lieu thereof the following:

"FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 50,000,000 of which 49,000,000 shares shall be Common Stock, having a par value of $0.0001 per share, and 1,000,000 shares shall be Preferred Stock, having a par value of $0.0001 per share.

        A.    Preferred Stock.    The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a "Preferred Stock Designation") and as may be permitted by the GCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.

        B.    Common Stock.    Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.

        Effective as of [            ], 2020 (the "Effective Time"), each [number to be determined from three to twenty] shares of Common Stock issued and outstanding or held in treasury immediately prior to the Effective Time shall be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or any holder thereof, subject to the treatment of fractional share interests as described below (the "Reverse Stock Split"). The Reverse Stock Split shall occur without any further action on the part