UNITED STATES
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Siebert Financial Corp. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report is/are available at www.proxyvote.com. |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report is/are available at www.proxyvote.com.
SIEBERT FINANCIAL CORP.
120 Wall Street
New York, New York 10005
(212) 644-2400
JULY 30, 2019
1. | Elect five directors. |
2. |
3. | Consider any other matters that are properly presented at the Annual Meeting and any adjournment thereof. |
Friday, June 7, 2019.
Andrew H. Reich | |
Secretary |
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE This Notice and Proxy Statement, our Proxy Card and our Annual Report also are available at www.proxyvote.com by entering the 16 digit control number found on the enclosed Proxy Card. |
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SIEBERT FINANCIAL CORP.
120 Wall Street
New York, New York 10005
(212) 644-2400
JULY 30, 2019
Annual Meeting: | 10:00 a.m., local time | Gusrae Kaplan Nusbaum PLLC 120 Wall Street New York, NY 10005 | |
Record Date: | Close of business on June 19, 2019. | |
Quorum: | The holders of a majority of the outstanding shares of our common stock, present in person or by proxy and entitled to vote, will constitute a quorum at the meeting. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum. | |
Agenda: | 1. Elect five directors. | |
2. Advisory vote to approve named executive compensation. | ||
Attending the Annual Meeting: | You may attend the Annual Meeting in person or through a webcast. You may attend the webcast of the meeting via the Internet at www.virtualshareholdermeeting.com/ | |
Vote Required: | In the case of Proposal 1, the five nominees for director who receive the most votes will be elected. If you withhold authority to vote for any nominee on your proxy card, your vote will not count either for or against the nominee. | |
In the case of Proposal 2, the advisory vote in respect of executive compensation will neither be binding on the Company or the Board of Directors nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board of Directors. However, the Board of Directors values the opinions expressed by shareholders in advisory votes and will consider the outcome of this vote in determining its compensation policies. |
Broker Non-votes: | ||
“Broker non-votes” are shares held by brokers or nominees which are present in person or represented by proxy, but which are not voted on a particular matter because instructions have not been received from the beneficial owner. Under the rules of the Financial Industry Regulatory Authority (or “FINRA”), member brokers generally may not vote shares held by them in street name for customers unless they are permitted to do so under the rules of any national securities exchange of which they are a member. Under the rules of the New York Stock Exchange, New York Stock Exchange-member brokers who hold shares of our common stock in street name for their customers and have transmitted our proxy solicitation materials to their customers, but do not receive voting instructions from such customers, are not permitted to vote on non-routine matters. |
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Broker non-votes count for quorum purposes, but we do not count broker non-votes as votes for or against any non-routine proposal. Under the New York Stock Exchange rules, the proposal relating to the election of directors |
Proxies: | Please vote; your vote is important. Prompt return of your proxy will help avoid the costs of re-solicitation. Unless you tell us on the proxy card to vote differently, we will vote signed returned proxies “FOR” each of the Board of Directors’ nominees for director. | ||
If any nominee cannot or will not serve as a director, your proxy will vote in accordance with his or her best judgment. At the time we began printing this proxy statement, we did not know of any matters that needed to be acted upon at the meeting other than those discussed in this proxy statement. However, if any additional matters are presented to the shareholders for action at the meeting, your proxy will vote in accordance with his or her best judgment. | |||
Proxies Solicited By: | The Board of Directors. | ||
Revoking Your Proxy: | |||
You may revoke your proxy before it is voted at the meeting. Proxies may be revoked if you: | |||
1. deliver a signed, written revocation letter, dated later than the proxy, to Andrew H. Reich, Secretary, Siebert Financial Corp., 120 Wall Street, New York, New York 10005; | |||
2. deliver a signed proxy, dated later than the first proxy, to Mr. Reich at the address above; or | |||
3. attend the Annual Meeting and vote in person or by proxy. Attending the meeting without doing more will not revoke your proxy. | |||
Cost of Solicitation: | We will pay all costs of soliciting these proxies, estimated at approximately | ||
Your Comments: | Your comments about any aspects of our business are welcome. Although we may not respond on an individual basis, your comments help us to measure your satisfaction, and we may benefit from your suggestions. |
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PROPOSAL NO. 1
Generally: | Our Board of Directors nominated the five directors identified for election at the | |||
Nominees: | Gloria E. Gebbia Age | Gloria E. Gebbia has served as a member of our Board of Directors since December 16, 2016. Ms. Gebbia is the managing member and owner of 49% of the member interests of Kennedy Cabot Acquisition, LLC, a Nevada limited liability company that owns | ||
Specific experience, qualifications, attributes or skills: | ||||
Ms. Gebbia’s business experience includes 17 years in banking and 5 years as executive producer of a syndicated television program called “Talk of the Town.” Ms. Gebbia is also an owner of StockCross Financial Services, Inc. (“StockCross”), a global financial services company. Additionally, Ms. Gebbia also serves as the President of Associates for Breast and Prostate Cancer Research, a non-profit organization that raises funds for the John Wayne Cancer Institute, which has under Ms. Gebbia’s leadership raised over $16 million for breast and prostate cancer research. | ||||
Charles A. Zabatta Age Director | Charles A. Zabatta has served as a member of our Board of Directors since December 16, 2016. From 2011 to 2016 he provided consulting services to StockCross acting as its head of Corporate Development. | |||
Specific experience, qualifications, attributes or skills: | ||||
Mr. Zabatta has and continues to have a distinguished and successful career, predominately in the financial service industry, including holding various positions with the New York Stock Exchange, Paine Webber, Securities Settlement Corp., Josephthal Lyon & Ross, Kennedy Cabot & Co. and TD Waterhouse. Mr. Zabatta’s creative business skills have been instrumental in several acquisitions of small to midsize companies, in various industries. Mr. Zabatta currently advises on capital raising, general business structure and management. Previously, Mr. Zabatta has served as a member of the board of Knight Capital and Kennedy Cabot & Co. Currently, Mr. Zabatta serves on the board of Paraco Gas Corporation, a large privately held independent energy company in the northeast. Mr. Zabatta holds a BA in industrial psychology from Iona College. | ||||
Francis V. Cuttita Age Director | Francis V. Cuttita has served as a member of our Board of Directors since December 16, 2016. Mr. Cuttita is a Senior Partner of Cuttita, LLP, a New York based law firm. | |||
Specific experience, qualifications, attributes or skills: | ||||
Mr. Cuttita has over 24 years of practicing law, and in the areas of real estate and business transactions, media, sports and entertainment. Mr. Cuttita’s list of |
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clients include Fortune 100 corporations, CEOs, hedge fund managers, legendary professional athletes, entertainment icons and Grammy award winning musicians. Mr. Cuttita also serves as an advisor to several national financial, insurance and sports businesses and is an active supporter and member of various nonprofit organizations. Mr. Cuttita graduated from Swarthmore College and received his law degree from Fordham University School of Law. |
Andrew H. Reich Age 63 Director | ||||
Andrew H. Reich has served on our Board of Directors since December 16, 2016. Since 2002, Mr. Reich has held various executive positions in StockCross and from 2015 until December 16, 2016, he served as StockCross’ Chairman. | ||||
Specific experience, qualifications, attributes or skills: | ||||
Mr. Reich is the owner of Aarianna Realty Inc., a real estate company, has previously served as the CFO of Gebbia Holding Co., a holding company for Ms. Gebbia’s family through 2014 and as CFO of Park Wilshire Insurance Company (“Park Wilshire”), a privately held insurance company from 2010 to 2016. | ||||
Jerry M. Schneider Age 74 Director | ||||
Jerry M. Schneider has served as a member of our Board of Directors and Chairman of the Audit Committee since December 29, 2016. From January 2011 to November 30, 2017, Mr. Schneider was a Partner Emeritus and Senior Consultant at Marks Paneth LLP. | ||||
Specific experience, qualifications, attributes or skills: | ||||
Mr. Schneider is a certified public accountant and has over 40 years of relevant accounting experience. Mr. Schneider is licensed to practice public accounting in New York and Florida and is a member of the American Institute of Certified Public Accountants, the New York State Society of Certified Public Accountants and the Florida |
“FOR”“FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.5
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Board Meetings: | The Board of Directors held 5 regular meetings and 2 special | ||
Controlled Company: | |||
We are a “Controlled Company” as defined in Rule 5615(c)(1) of The Nasdaq Stock Market because Gloria E. Gebbia, Kennedy Cabot Acquisition, LLC, a Nevada limited liability company of which Gloria E. Gebbia is the managing member, Richard Gebbia, John M. Gebbia and David Gebbia, control as a group more than 50% of our voting power for the election of directors. As a “Controlled Company” we are not required to have a majority of our Board of Directors comprised of independent directors, a compensation committee comprised solely of independent directors or a nominating committee comprised solely of independent directors. | |||
Audit | |||
the Board of Directors: | The Audit Committee of our Board of Directors consists of Mr. Schneider, Chairman, Mr. Zabatta and Mr. Cuttita. The Board of Directors has determined that Mr. Schneider, Mr. Zabatta and Mr. Cuttita is each an “independent director” within the meaning of Rule 5605(a)(2) of The Nasdaq Stock Market and within the meaning of the applicable rules and regulations of the Securities and Exchange Commission. The Audit Committee held | ||
The Audit Committee was established to (i) assist the Board of Directors in its oversight responsibilities regarding the integrity of our financial statements, our compliance with legal and regulatory requirements and our auditor’s qualifications and independence, (ii) prepare the report of the Audit Committee contained herein, (iii) retain, consider the continued retention and terminate our independent auditors, (iv) approve audit and non-audit services performed by our independent auditors and (v) perform any other functions from time to time delegated by the Board of Directors. The Board of Directors has adopted a written charter for the Audit Committee, which is available on the website of Muriel Siebert & Co., Inc. at: | |||
https://www.siebertnet.com/company/governance/siebert-financial-corp/audit-committee-charter | |||
Compensation Committee of the Board of Directors: | The Compensation Committee of our Board of Directors consists of Mr. Zabatta and Mr. Cuttita. The Compensation Committee reviews and determines all forms of compensation provided to our executive officers and directors. The Compensation Committee will administer a stock option and other employee benefit plans if and when adopted. The Compensation Committee does not function pursuant to a formal written charter and as a “Controlled Company” we are not required to comply with The NASDAQ Stock Market’s independence requirements. The Compensation Committee held no meetings during | ||
The Compensation Committee will evaluate the performance of our executive officers in terms of our operating results and financial performance and will determine their compensation in connection therewith. | |||
In accordance with general practice in the securities industry, our executive compensation includes base salaries, an annual discretionary cash bonus, and stock options and other equity incentives that are intended to align the financial interests of our executives with the returns to our shareholders. There were no material increases in compensation to our sole executive officer in | |||
As part of its oversight of the Company’s executive compensation, the Compensation Committee will consider the impact of the Company’s executive compensation, and the incentives created by the compensation awards that it administers, on the Company’s risk profile. In addition, the Compensation Committee will review the Company’s compensation policies and procedures, including the incentives that they create and factors that may reduce the |
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likelihood of excessive risk taking, to determine whether they present a significant risk to the Company. |
Nominating | |||
of the Board of Directors: | The Nominating Committee of the Board of Directors consists of Mr. Zabatta and Mr. Cuttita. The Nominating Committee does not function pursuant to a formal written charter and as a “Controlled Company” we are not required to comply with The NASDAQ Stock Market’s independence requirements. The Nominating Committee did not meet in | ||
The purpose of the Nominating Committee is to identify individuals qualified to become members of our Board of Directors and to recommend to the Board of Directors or the shareholders that such individuals be selected for directorship. In identifying and evaluating nominees for director, the Nominating Committee considers each candidate’s experience, integrity, background and skills as well as other qualities that the candidate may possess and factors that the candidate may be able to bring to the Board of Directors. We do not have a formal policy with regard to the consideration of diversity in identifying director nominees. However, the Board of Directors believes that it is essential that its members represent diverse viewpoints, with a broad array of experiences, professions, skills, geographic representation and backgrounds that, when considered as a group, provide a sufficient mix of perspectives to allow the Board of Directors to best fulfill its responsibilities to the long-term interests of our shareholders. | |||
The Nominating Committee will consider shareholder nominees for election to our Board of Directors. In evaluating such nominees, the Nominating Committee will use the same selection criteria the Nominating Committee uses to evaluate other potential nominees. | |||
Indemnification of Officers and Directors: | We indemnify our executive officers and directors to the extent permitted by applicable law against liabilities incurred as a result of their service to us and against liabilities incurred as a result of their service as directors of other corporations when serving at our request. We have a director’s and officer’s liability insurance policy, underwritten by Illinois National Insurance Company, a member of the American International Group, Inc., in the annual aggregate amount of $5 million dollars. As to reimbursements by the insurer of our indemnification expenses, the policy has a $250,000 deductible; there is no deductible for covered liabilities of individual directors and officers. | ||
Pursuant to the terms of the Acquisition Agreement, we obtained a director’s and officer’s liability policy for the Prior Board of Directors in the aggregate amount of $15 million. | |||
Annual Shareholders Meeting Attendance Policy: | It is the policy of our Board of Directors that all of our directors are strongly encouraged to attend each annual shareholders meeting. All of our directors attended the | ||
Code of Ethics: | We have adopted a Code of Ethics for Senior Financial Officers applicable to our chief executive officer, chief financial officer, treasurer, controller, principal accounting officer, and any of our other employees performing similar functions. A copy of the Code of Ethics for Senior Financial Officers is available on our website: https://www.siebertnet.com/company/governance/siebert-financial-corp/siebert-financial-officers |
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Board Leadership Structure and Board of Directors: | Our Board of Directors does not have a chairman nor a lead independent director. The Company believes this structure allows all of the directors to participate in the full range of the Board’s responsibilities with respect to its oversight of the Company’s management. The Board of Directors has determined that this leadership structure is appropriate given the size of the Company, the number of directors overseeing the Company and the Board of Directors’ oversight responsibilities. | ||
The Board of Directors intends to hold at least four regular meetings each year to consider and address matters involving the Company. The Board of Directors also may hold special meetings to address matters arising between regular meetings. These meetings may take place in person or by telephone. The independent directors also regularly meet in executive sessions outside the presence of management. The Board of Directors has access to legal counsel for consultation concerning any issues that may occur during or between regularly scheduled Board meetings. As discussed above, the Board has established an Audit Committee, a Compensation Committee and a Nominating Committee to assist the Board in performing its oversight responsibilities. |
The Board of Directors’ Role in Risk Oversight: | Consistent with its responsibility for oversight of the Company, the Board of Directors, among other things, oversees risk management of the Company’s business affairs directly and through the committee structure that it has established. The principal risks associated with the Company are risks related to securities market volatility and the securities industry, lower price levels in the securities markets, intense competition in the brokerage industry, extensive government regulation, net capital requirements, customers’ failure to pay, investment banking activities, an increase in volume on our systems or other events which could cause them to malfunction, reliance on information processing and communications systems, continuing changes in technology, dependence on the ability to attract and retain key personnel, the ability of our principal shareholder to control many key decisions and there may be no public market for our common stock. | |
The Board of Directors’ role in the Company’s risk oversight process includes regular reports from senior management on areas of material risk to the Company, including operational, financial, legal, regulatory, strategic and reputational risks. The full Board of Directors (or the appropriate committee) receives these reports from management to identify and discuss such risks. | ||
The Board of Directors periodically reviews with management its strategies, techniques, policies and procedures designed to manage these risks. Under the overall supervision of the Board of Directors, management has implemented a variety of processes, procedures and controls to address these risks. | ||
The Board of Directors requires management to report to the full Board of Directors on a variety of matters at regular meetings of the Board of Directors and on an as-needed basis, including the performance and operations of the Company and other matters relating to risk management. The Audit Committee also receives reports from the Company’s independent registered public accounting firm on internal control and financial reporting matters. These reviews are conducted in conjunction with the Board of Directors’ risk oversight function and enable the Board of Directors to review and assess any material risks facing the Company. |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name and Address of Beneficial Owner(1) | Shares of Common Stock | Percent of Class | ||||
Named Executive Officers and Directors | ||||||
Gloria E. Gebbia | 17,414,577 | (2) | 64.1 | % | ||
Andrew H. Reich | 589,232 | 2.2 | % | |||
Francis V. Cuttita | 160,000 | * | ||||
Charles A. Zabatta | 266,449 | 1.0 | % | |||
Jerry M. Schneider | 1,500 | * | ||||
Directors and named executive officers as a group (5 persons) | 18,431,758 | (2) | 67.9 | % | ||
Other 5% Shareholders | ||||||
Richard S. Gebbia c/o StockCross Financial Services, Inc. 9464 Wilshire Blvd. Beverly Hills, CA 90212 | 2,608,319 | 9.6 | % | |||
John M. Gebbia c/o StockCross Financial Services, Inc. 9464 Wilshire Blvd. Beverly Hills, CA 90212 | 1,804,519 | 6.6 | % | |||
Kennedy Cabot Acquisition, LLC 24005 Ventura Blvd Suite 200 Calabasas CA 91302 | 3,827,283 | 14.1 | % | |||
t0.com, Inc.(3) 29 Broadway, 30th Floor New York, NY 10006 | 1,377,295 | 5.1 | % |
Name and Address of Beneficial Owner (1) | Shares of Common Stock | Percent of Class | ||||||
Named Executive Officers and Directors | ||||||||
Gloria E. Gebbia (2) | 17,186,977 | 63.29 | % | |||||
Andrew H. Reich | 589,232 | 2.17 | % | |||||
Francis V. Cuttita | 156,000 | 0.57 | % | |||||
Charles Zabatta | 265,449 | 0.98 | % | |||||
Jerry M. Schneider | 3,000 | 0.01 | % | |||||
Directors and named executive officers as a group (5 persons) | 18,200,658 | 67.02 | % | |||||
Other 5% Shareholders | ||||||||
Richard S. Gebbia | 2,937,319 | 10.82 | % | |||||
9464 Wilshire Blvd. | ||||||||
Beverly Hills, CA 90212 | ||||||||
John M. Gebbia | 1,812,919 | 6.68 | % | |||||
9464 Wilshire Blvd. | ||||||||
Beverly Hills, CA 90212 | ||||||||
Kennedy Cabot Acquisition, LLC | 3,627,283 | 13.36 | % | |||||
24005 Ventura Blvd Suite 200 | ||||||||
Calabasas CA 91302 | ||||||||
tZERO Group, Inc.(3) | 1,377,295 | 5.07 | % | |||||
29 Broadway, 30th Floor | ||||||||
New York, NY 10006 |
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EXECUTIVE OFFICERS
Age | Position | ||||
Andrew H. Reich | 63 | Executive Vice President, Chief Operating Officer, Chief Financial Officer and Secretary | |||
Mr. Reich has served as Executive Vice President, Chief Financial Officer and Assistant Secretary of the Company and Chief Executive Officer of MSCO since December 16, 2016. Prior thereto, Andrew H. Reich served in a variety of executive positions with StockCross Financial Services, Inc. (“StockCross”), a global financial services company, since 2002 and from 2015 until his resignation effective as of the Closing Date, he served as the Chairman of StockCross. Additionally, Mr. Reich is the owner of Aarianna Realty Inc., a real estate company, has previously served as the CFO of Gebbia Holding Co., a holding company for Gloria E. Gebbia’s family since 2013 and as CFO of Park Wilshire Insurance Company (“Park Wilshire”), a privately held insurance company from 2010 to 2016. |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Totals ($) | ||||||||||||||||||||||||
Andrew H. Reich(1) | 2018 | 200,000 | 30,000 | — | — | — | — | — | 230,000 | ||||||||||||||||||||||||
Executive Vice | — | — | — | — | — | ||||||||||||||||||||||||||||
President, Chief Operating Officer | |||||||||||||||||||||||||||||||||
and Chief Financial Officer | 2017 | 208,462 | 25,000 | — | — | — | — | — | 233,462 |
Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||
Andrew H. Reich(2) Executive Vice President, Chief Operating Officer and Chief Financial Officer | 2017 | $ | 208,462 | $ | 25,000 | — | — | — | — | — | $ | 233,462 | |||||||||||||||
2016 | — | — | — | — | — | — | — | — | |||||||||||||||||||
Joseph M. Ramos, Jr.(3) | 2017 | — | — | — | — | — | — | — | — | ||||||||||||||||||
2016 | $ | 378,000 | $ | 100,000 | — | — | — | — | — | $ | 478,000 |
Grants of Plan-Based Awards
2018
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Termination of Employment and Change-in-Control Arrangements
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||
Gloria E. Gebbia | $ | 25,000 | — | — | — | — | — | $ | 25,000 | ||||||||||||
Andrew H. Reich | $ | 25,000 | — | — | — | — | — | $ | 25,000 | ||||||||||||
Francis V. Cuttita | $ | 25,000 | — | — | — | — | $ | 100,000 | $ | 125,000 | |||||||||||
Charles A. Zabatta | $ | 25,000 | — | — | — | — | $ | 80,000 | $ | 105,000 | |||||||||||
Jerry M. Schneider | $ | 40,000 | — | — | — | — | — | $ | 40,000 |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||
Gloria E. Gebbia | — | — | — | — | — | — | — | ||||||||||||||||||||
Andrew H. Reich | — | — | — | — | — | — | — | ||||||||||||||||||||
Francis V. Cuttita | $ | 125,000 | — | — | — | — | — | $ | 125,000 | ||||||||||||||||||
Charles A. Zabatta | $ | 125,000 | — | — | — | — | — | $ | 125,000 | ||||||||||||||||||
Jerry M. Schneider | $ | 125,000 | — | — | — | — | — | $ | 125,000 |
Audit Committee Report to Shareholders: | ||
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The Audit Committee has reviewed and discussed with management the audited financial statements for the fiscal year ended December 31, | |
Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements for the fiscal year ended December 31, | |
Audit Committee, Jerry M. Schneider, Chairman Francis V. Cuttita Charles A. Zabatta |
Section 16(a) Beneficial Ownership Reporting Compliance: | ||
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. These executive officers, directors and shareholders are required by the Securities and Exchange Commission to furnish us with copies of all forms they file pursuant to Section 16(a). | ||
Based | ||
Householding: | If you share an address with another shareholder, only one copy of our Annual Report and proxy statement is being delivered unless we have received contrary instructions from you. We will promptly deliver a separate copy of either document to any shareholder upon written or oral request to our Secretary, Andrew H. Reich, at Siebert Financial Corp., 120 Wall Street, New York, New York 10005, telephone (212) 644-2345. If you share an address with another shareholder and (i) would like to receive multiple copies of the proxy statement or Annual Report to Shareholders in the future, or (ii) if you are receiving multiple copies and would like to receive only one copy per household in the future, please contact your bank, broker, or other nominee record holder, or you may contact us at the above address and phone number. |
On April 25, 2017,
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EisnerAmper served as our independent registered public accounting firm. A representative of Baker Tilly is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so, and is expected to respond to appropriate questions from shareholders. The Company does not expect a representative of EisnerAmper to attend the Annual Meeting.
Change in Independent Registered Public Accounting Firm
As reported in the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2017 (the “Form 8-K”), on April 25, 2017, the Company dismissed EisnerAmper as its independent registered public accounting firm. The decision to change independent registered public accounting firms was approved by the Audit Committee of the Company’s Board of Directors. The audit reports of EisnerAmper on the consolidated financial statements of the Company as of and for the years ended December 31, 2016 and 2015, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the two fiscal years ended December 31, 2016, and the subsequent interim period through April 25, 2017, there were no: (1) disagreements with EisnerAmper on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). The Company provided EisnerAmper with a copy of the Form 8-K before it was filed, and requested that EisnerAmper furnish it with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in the Form 8-K. EisnerAmper’s letter addressed to the SEC was attached as Exhibit No. 16.1 to the Form 8-K.
As noted above and also as reported in the Form 8-K, on April 25, 2017, the Audit Committee of the Board of Directors of the Company engaged Baker Tilly as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2017. During the two fiscal years ended December 31, 2016, and the subsequent interim period through April 25, 2017, neither the Company nor anyone acting on its behalf consulted with Baker Tilley regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report or oral advice was provided to the Company that Baker Tilly concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
2017, respectively.
EisnerAmper
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Audit Committee to approve such audit services and permissible non-audit services, provided the Chairman informs the Audit Committee of such approval at the next regularly scheduled meeting. All “Audit Fees”, “Tax Fees” and “All Other Fees” set forth above were pre-approved by the Audit Committee in accordance with its pre-approval policy.
By Order of the Board of Directors | |
Andrew H. Reich | |
Secretary |
Dated: April 30, 2018
June 19, 2019
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