We currently have fiveseven members on our Board.  One director, Paul A. Yeoham, has chosen not to stand for re-election. Shareholders will vote for the fivesix nominees listed below to serve until our 20122014 Annual Meeting of Shareholders and until such director’s successor has been elected and qualified, or until such director’s death, resignation or removal.

Each of the nominees listed below is currently a director of Vystar and has previously been elected by our shareholders.shareholders other than Mr. Marsh who was unanimously appointed by the other five members of the Board in 2012. There are no family relationships among our directors or executive officers. If any nominee is unable or declines to serve as a director, the Board may designate another nominee to fill the vacancy and the proxy will be voted for that nominee.

Our Bylaws require that each director be elected by the majority of votes cast with respect to such director. Any nominee for director who receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election shall promptly tender his or her resignation to the Board.  Abstentions and broker non-votes will not have any effect on the outcome of this proposal. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted.

The following tables set forth the name and age of each nominee and director of Vystar whose term of office will continue after the meeting, the principal occupation of each during the past five years, and the year each began serving as a director of Vystar:

Our Board currently consists of fiveseven members. There are no family relationships among any of our directors or executive officers. Our Board is composed of one class.class and we have one Board member not seeking re-election. As a result, our entirecurrent six member Board will be elected each year at our annual meeting of shareholders.

Our bylaws provide that the authorized number of directors may be changed only by resolution of our Board. Any vacancy on our Board, including a vacancy resulting from an enlargement of our Board, may be filled by vote of a majority of our directors then in office.

Under Rule 43505605(b)(1) of the Nasdaq Marketplace Rules, independent directors must comprise a majority of a listed company’s board of directors within one year of listing. In addition, Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. While Vystar does not currently qualify for listing on Nasdaq and will likely not qualify for some time after the date of this proxy statement, it does intend to seek such listing as soon as possible and will complycomplies with its Marketplace Rules immediately.Rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Under Nasdaq Marketplace Rule 4200(a)(15)5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered to be independent for purposes of Rule 10A-3, a member of an audit committee of a public company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the public company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

In September 2008,March of 2013 in preparation for Mr. Waters assuming the role of Chief Financial Officer, our Board undertook a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that none of Messrs. Craft or Waters,Marsh or Yeoham, Dr. Allegra or Ms. Mangum, representing fourfive of our fiveseven directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under Nasdaq Marketplace Rule 4200(a)(15)5605(a)(2). Needs work.

In connection with his appointment as Chief Financial Officer, Mr. Waters resigned his position as Chairman and member of the Company’s Audit Committee. Paul A. Yeoham, a director of the Company and a member of the Company’s Audit Committee, was appointed Chairman of the Audit Committee and D. Thomas Marsh, a director of the Company, was appointed a member of the Audit Committee. Our Board also determined that Messrs. Craft, WatersYeoham, Marsh and Ms. Mangum, who comprise our Audit Committee, satisfy the independence standards for those committees established by applicable SEC rules and the Nasdaq Marketplace Rules. In making this determination, our Board considered the relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

The members of our Audit Committee are Messrs. Craftimmediately following the Annual Meeting of Shareholders will be Mr. Marsh, Ms. Mangum and Waters, andDr Allegra. Ms. Mangum. Mr. Waters chairsMangum will chair the Audit Committee. Our Board has determined that each Audit Committee member satisfies the requirements for financial literacy under the current requirements of the Nasdaq Marketplace Rules. Mr. WatersMs. Mangum is an “audit committee financial expert,” as defined by SEC rules and satisfies the financial sophistication requirements of The NASDAQ Global Market. Our Audit Committee assists our Board in its oversight of our accounting and financial reporting process and the audits of our financial statements. The Audit Committee’s responsibilities include:

All audit and non-audit services, other than de minimus non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our Audit Committee.

During fiscal year 2009,2012, our Board held four meetings and acted by written consent three times, and its two standing committees—Audit Committee and Compensation Committee—collectively held no meetings, since the Company did not become a publicly reporting company until August 2009.  The two committees have collectively held three meetings to date in 2010.five meetings.  Each director attended at least 75% of the meetings (held during the period that such director served) of the Board in fiscal year 2009.2012.  Members of our Board are encouraged to attend our annual meetings of shareholders. All of our current Board members currently plan to attend our first Annual Meeting of Shareholders on May 10, 2010.

The following table sets forth the beneficial ownership of our common stock as of April 2, 2010March 31, 2013 by each entity or person who is known to beneficially own 5% or more of our common stock, each of our directors, each Executive Officer identified in “Executive Compensation—Summary Compensation Table” contained in this proxy statement and all of our directors and current executive officers as a group.  This table is based upon information supplied by executive officers, directors and principal shareholders. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. None of the shares beneficially owned by our executive officers and directors are pledged as security. Applicable percentages are based on 13,916,52423,240,518 shares outstanding on April 2, 2010,March 31, 2013, adjusted as required by rules promulgated by the SEC.

Section 16(a) of the Exchange Act requires our executive officers and directors, and any person or entity who owns more than ten percent of a registered class of our common stock or other equity securities, to file with the SEC certain reports of ownership and changes in ownership of our securities. Executive officers, directors and shareholders who hold more than ten percent of our outstanding common stock are required by the SEC to furnish us with copies of all required forms filed under Section 16(a). We prepare Section 16(a) forms on behalf of our executive officers and directors based on the information provided by them.

Based solely on review of this information and written representations by our executive officers and directors that no other reports were required, we believe that, during fiscal year 2009,2012 no reporting person failed to file the forms required by Section 16(a) of the Exchange Act on a timely basis, except that (1) Linda S. Hammock, our Acting CFO, filed one late Form 4 covering two transactions, (2) Matthew P. Clark, our Vice President of Technical Sales, filed one late Form 4 covering two transactions, (3) Travis W. Honeycutt, a greater than ten percent shareholder, filed one late Form 4 covering one transaction, (4) Joseph Allegra, M.D., a director, filed one late Form 4 covering one transaction, and (5) Universal Capital Management, Inc., a greater than ten percent shareholder, filed one late Form 4 covering several transactions.

The following table shows information related to our common stock which may be issued under our 2004 Long-Term Incentive Compensation Plan, as amended, as of March 31, 2010:

Our 2004 Long-Term Incentive Compensation Plan, as amended, which we refer to as the 2004 Plan, was adopted by our Board in 2004, and amended and approved by our shareholders in 2009. A maximum of 10,000,000 shares of common stock were authorized for issuance under the 2004 Plan.

The 2004 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock and other stock-based awards. Our officers, employees, consultants and directors are eligible to receive awards under the 2004 Plan; however, incentive stock options may only be granted to our employees. In accordance with the terms of the 2004 Plan, our Board administers the 2004 Plan and, subject to any limitations in the 2004 Plan, selects the recipients of awards and determines:

Pursuant to the terms of the 2004 Plan, in the event of a change in control of our company, each outstanding option under the 2004 Plan will vest, but the holders shall have the right, assuming the holder still maintains a continuous service relationship with us, immediately prior to such dissolution or liquidation, to exercise the option to the extent exercisable on the date of such dissolution or liquidation.

In the event of a merger or other reorganization event, our Board shall have the discretion to provide for any or all of the following: (a) the acceleration of vesting or the termination of our repurchase rights of any or all of the outstanding awards, (b) the assumption or substitution of all options by the acquitting or succeeding entity or (c) the termination of all options that remain outstanding at the time of the merger or other reorganization event.

Please see Part II, Item 8 “Financial Statements and Supplementary Data” of our 20092012 Annual Report on Form 10-K in the notesNotes to Consolidated Financial Statements at Note 9, “Stock-Based“Share-Based Compensation” for further information regarding our equity compensation plan and awards.

Our Compensation Committee which was recently elected by our Board, overseeshas previously overseen our executive compensation program. Beginning for the 2013 fiscal year, the Board will carry out that function. In this role, the Compensation Committee reviewsreviewed and approvesapproved annually all compensation decisions relating to our executive officers. Our historical executive compensation programs were developed and implemented by our Board consistent with practices of other venture-backed, privately-held companies. Prior to becoming a publicly reporting company in August 2009, our compensation programs, and the process by which they were developed, were less formal than those typically employed by a public company. During that time, our Board generally benchmarked our executive compensation on an informal basis by comparing our executives’ compensation to our estimates of executive compensation paid by companies in our industry and region that are also comparable to us in size, revenue, financial condition and capital investment. We have referred to this group as our company peer group. The Board and the Compensation Committee is continuingcontinues to formalize their approach to the development and implementation of our executive compensation programs.

Our Compensation Committee’s primary objectives with respect to executive compensation are to:

To achieve these objectives, the Compensation Committee evaluatesevaluated our executive compensation program with the goal of setting compensation at levels the committee believes are competitive with those of our company peer group. In addition, our executive compensation program will tie a substantial portion of each executive’s overall compensation to key strategic, financial and operational goals such as our financial and operational performance, the growth of our customer base, new development initiatives and the establishment and maintenance of key strategic relationships. We will also provide a portion of our executive compensation in the form of stock options that vest over time, which we believe helps to retain our executives and aligns their interests with those of our shareholders by allowing them to participate in the longer term success of our company as reflected in stock price appreciation.

At our early stage of development, we believe that equity-based compensation (which to date, has been in the form of non-qualified stock options) is the most appropriate form of compensation to align the interests of our executive officers with those of our shareholders.  As a result, the base salaries of our executive officers are modest.  Cash bonus plans are based on the attainment of specific financial milestones or the passage of time as executive officers of the Company

We compete with many other companies for executive personnel. Accordingly, the Compensation CommitteeBoard will generally target overall compensation for executives to be competitive with that of our company peer group. Variations to this targeted compensation may occur depending on the experience level of the individual and market factors, such as the demand for executives with similar skills and experience.

The primary elements of our executive compensation program will be:

We do not have any formal or informal policy or target for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation or among the different forms of non-cash compensation. Instead, our Compensation CommitteeBoard will establish these allocations for each executive officer on an annual basis. Our Compensation CommitteeBoard will establish cash compensation targets based primarily upon informal benchmarking data, such as comparing the compensation of our executives to companies in our company peer group, as well as the performance of our company as a whole and of the individual executive and executive team as a whole. Our Compensation CommitteeBoard will establish non-cash compensation based upon this informal benchmarking data, the performance of our company as a whole and of the individual executive and executive team as a whole, the executives’ equity ownership percentage and the amount of their equity ownership that is vested equity. Particularly at our stage of development, we believe that the long-term performance of our business is improved through the grant of stock-based awards so that the interests of our executives are aligned with the creation of value for our shareholders.

The Compensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” contained in this proxy statement. Based on this review and discussion, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement.

The following table sets forth information regarding compensation earned by our Chairman, Chief Executive Officer and President, our former ChairmanChief Financial Officers and Chief Executive Officer and threeone other executive officersofficer during 2007, 2008 and 2009.   Until April 2008, none of our executive officers had formal employment agreements.  As such, our compensation programs, and the process by which they were developed, were less formal than that typically employed by a public company.  Rather, our Board generally determined the compensation of our executive officers on an informal basis by comparing such compensation to their estimates of executive compensation paid by comparable companies.

On November 11, 2008, Vystar entered into an employment agreement with William R. Doyle to continue to serve as Vystar’s President, Chief Executive Officer and Chairman of the Board. The term of the agreement is effective until terminated by either party in accordance with the terms of the agreement. Under the agreement, Mr. Doyle receives a base salary of $185,000 per year, as such base salary may be adjusted by the Board, and an annual bonus equal to a maximum of 125% of Mr. Doyle’s base salary based on the success of the Company in meeting its objectives, as determined by the Board; provided, that no cash bonus is payable to Mr. Doyle on any date unless he is employed by the Company on that date. The amount of the annual bonus is determined by the Board based on the percentage of achievement of the stated company objectives.  The effective date of the annual bonus calculation is the Company’s fiscal year-end and is payable in one or more installments as determined by the Board beginning in the first quarter of the following fiscal year. Mr. Doyle’s employment agreement is terminable at will by the Company for cause or without cause as defined in the agreement. However, if Mr. Doyle’s employment is terminated by Vystar without cause, Vystar is obligated to pay Mr. Doyle compensation earned through the date of termination plus a severance payment equal to six (6) months base salary from the date of termination payable as if he had remained an employee of the Company, plus, assuming Mr. Doyle complies with non-compete and non-solicitation covenants contained in the employment agreement, an amount equal to 75% of Mr. Doyle’s base salary amount for the one (1) year period after the date of termination. If Mr. Doyle is terminated for cause or he terminates the employment agreement without cause, he is only entitled to compensation accrued through the date of termination.

On January 4, 2010, Vystar entered into an employment agreement with Matthew Clark to continue to serve as Vystar’s Vice President of Technical Sales. The term of the agreement is effective until terminated by either party in accordance with the terms of the agreement. Under the agreement, Mr. Clark receives a base salary of $85,000 per year, as such base salary may be adjusted by the Board, and an annual bonus as determined by sales targets and objectives to be determined by the Compensation Committee; provided, that no cash bonus is payable to Mr. Clark on any date unless he is employed by the Company on that date.  Additionally, Mr. Clark is entitled to receive commission payments of five percent (5%) of the gross profit earned by the Company, less any refunds or credits the Company extends, for all sales of Company products made in the applicable months and/or for all licensing sales and/or royalty payments received by the Company for the use of the Company’s technology by another manufacturer. Mr. Clark’s employment agreement is terminable at will by the Company for cause or without cause as defined in the agreement. However, if Mr. Clark’s employment is terminated by Vystar without cause, Vystar is obligated to pay Mr. Clark compensation earned through the date of termination plus a severance payment equal to three (3) months base salary plus any earned commissions or bonuses, plus employee benefits from the date of termination payable as if he had remained an employee of the Company. If Mr. Clark is terminated for cause or he terminates the employment agreement without cause, he is only entitled to compensation through the date of termination.

On April 1, 2013, W. Dean Waters was appointed Chief Financial Officer and Mr. ClarkWaters and certain payments due themthe Company entered into an Executive Employment Agreement. The term of the Agreement is effective until terminated by either party in accordance with the terms of the agreement. Under the Agreement Mr. Waters receives a base salary of $120,000 as such base salary may be adjusted by the Board and an annual bonus equal to 10% of the Company’s earnings before taxes up to a maximum of $30,000. Mr. Waters also received a grant of 250,000 options to purchase Company common stock with an exercise price of $0.15 per share of common stock, which options vest 100,000 at date of grant and 50,000 each on the first, second and third anniversaries of the date of the initial grant. Mr. Waters also received a grant of 500,000 options to purchase Company common stock with an exercise price of $0.15 per share of common stock, which options vest (a) 125,000 upon the attainment of EBITDA (earnings before interest, taxes, depreciation and amortization) of breakeven or better for the period from April 1, 2013, to March 31, 2014, (b) an additional 125,000 upon the attainment of annual EBITDA of $250,000 or better for the period from April 1, 2013, to March 31, 2014, and (c) the balance upon attainment of annual EBITDA of $500,000 or better for the period from April 1, 2013, to March 31, 2014. Such options have a term of ten years. However, in the event of their terminationMr. Waters is terminated by the Company without cause, including estimatesthe Company shall (i) pay Mr. Waters his then current salary and provide Employee with group health insurance, for three (3) months (“Severance Period”) beginning with the date of amountstermination; (ii) pay Mr. Waters any Company Bonus and Annual Bonus due and payable in specified circumstances, are disclosed in “Executive Compensation—Potential Payments upon Termination Without Cause”(collectively “Severance Payment”); (iii) the 250,000 Stock Option Grant shall automatically vest; and contained in this proxy statement.

There were no awards granted to the executive officers during fiscal year 2009. The equity awards granted in fiscal year 2009 identified in the table below are also reported in “Outstanding Equity Awards at 2009 Fiscal Year End.” For additional information regarding the non-equity incentive plan awards and the equity incentive plan awards, please refer to the cash incentives and equity incentives sections of our “Compensation Discussion and Analysis.”

The following table sets forth certain information with respect to the value of all unexercised options previously awarded to our executive officers as of December 31, 2009:

The Compensation Committee believes that our executive compensation programs do not encourage or result in excessive risk taking.  Such programs consist of base salaries, cash bonuses (none of which have been paid to date), and stock option grants.  Cash bonuses and the vesting of stock option grants for Mr. Doyle, our Chief Executive Officer, Chairman and President, and Mr. Waters, our Chief Financial Officer, are based on milestones to be set by our Compensation Committee. We anticipate that such bonuses and stock options will be based on attaining specified percentages of the company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”).  As a result, such bonuses will likely be focused on increasing revenuesrevenue and managing expenses, all of which is consistent with the interests of our shareholders.  Further, the cash bonuses will likely be capped at a percentage of his base salary.  We believe this cap will limit the incentive for excessive risk-taking.

No other officers of the Company have employment agreements that specify compensation programs.

We do not provide our employees, including the executive officers, with a defined benefit pension plan, any supplemental executive retirement plans, or retiree health benefits. The executive officers may participate on the same basis as other employees in Vystar’s Section 401(k) Retirement Savings Plan (the “401(k) Plan”). The 401(k) planPlan allows for matching contributions to be made by us. We currently match dollar for dollar on the first three percent (3%) of compensation and $.50 on each dollar of the next two percent (2%) of compensation. As a tax-qualified retirement plan, contributions to the 401(k) planPlan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) planPlan and all contributions are deductible by us when made. Vystar makes a matching contribution to help attract and retain employees and to provide an additional incentive for our employees to save for their retirement in a tax-advantaged manner.

We provide limited perquisites to our executive officers. In considering potential perquisites, the Compensation CommitteeBoard considers the cost to Vystar as compared to the perceived value to Vystar.

We also provide the following benefits to the executive officers, on the same terms and conditions as provided to all other eligible employees:

We believe these benefits to be consistent with benefits provided by companies with which we compete for executive-level talent.

The following table sets forth the estimated potential payments and benefits payable to three (3)two (2) executive officers in the event of a termination of employment without cause.

The following table sets forth certain information with respect to compensation awarded to, paid to or earned by each of Vystar’s non-employee directors during fiscal year 2009.

The current policy of our Board is that compensation for non-employee directors should be equity-based compensation to reward directors for quarterly periods of service in fulfilling their oversight responsibilities. Vystar does not compensate its management director (Chief Executive Officer)Mr. Doyle for Board service in addition to his regular employee compensation.

We reimburse our directors for their travel and related expenses in connection with attending Board and committee meetings, as well as costs and expenses incurred in attending director education programs and other Vystar-related seminars and conferences.

PROPOSAL 2
INCREASE IN AUTHORIZED SHARES OF COMMON STOCK

The Board of Directors has approved a proposal to amend the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of the Company’s Common Stock from 50 million to 150 million. The proposed amendment would replace Article Two of the Articles of Incorporation with the following language:

The Corporation shall have the authority to issue two classes of shares to be designated respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is One Hundred Sixty-Five Million (165,000,000) shares of which One Hundred Fifty Million (150,000,000) shall be shares of Common Stock and Fifteen Million (15,000,000) shall be Preferred Stock. Each share of Common Stock and Preferred Stock shall have a par value $.0001.

The Board of Directors believes it is in the best interest of the Company to increase the number of authorized shares of Common Stock in order to give the Company greater flexibility in considering and planning for future corporate needs, including, but not limited to, stock dividends, grants under equity compensation plans, stock splits, financings, potential strategic transactions, including mergers, acquisitions, and business combinations, as well as other general corporate transactions. The Board of Directors believes that additional authorized shares of Common Stock will enable the Company to take timely advantage of market conditions and favorable financing and acquisition opportunities that become available to the Company without the delay and expense associated with convening a special meeting of the Company’s shareholders.

The Company has no memberscurrent plan, commitment, arrangement, understanding or agreement regarding the issuance of our Compensation Committee who were officers or employeesthe additional shares of Vystar during fiscal year 2009.  No members were formerly officersCommon Stock that will result from the Company’s adoption of Vystar or hadthe proposed amendment. Except as otherwise required by law, the newly authorized shares of Common Stock will be available for issuance at the discretion of the Board of Directors (without further action by the shareholders) for various future corporate needs, including but not limited to those outlined above. While adoption of the proposed amendment would not have any relationship otherwise requiring disclosure hereunder. During fiscal year 2009, no interlocking relationships existed between any of our executive officers or members of our Board or Compensation Committee,immediate dilutive effect on the one hand,proportionate voting power or other rights of the Company’s existing shareholders, any future issuance of additional authorized shares of the Company’s Common Stock may, among other things, dilute the earnings per share of the Common Stock and the executive officersequity and voting rights of those holding Common Stock at the time the additional shares are issued.

In addition to the corporate purposes mentioned above, an increase in the number of authorized shares of the Company’s Common Stock may make it more difficult to, or membersdiscourage an attempt to, obtain control of the Company by means of a takeover bid that the Board of Directors determines is not in the best interest of the Company and its shareholders. However, the Board of Directors does not intend or view the proposed increase in the number of authorized shares of the Company’s Common Stock as an anti-takeover measure and is not aware of any attempt or plan to obtain control of the Company.

Any newly authorized shares of the Company’s Common Stock will be identical to the shares of Common Stock now authorized and outstanding. The proposed amendment will not affect the rights of current holders of the Company’s Common Stock, none of whom have preemptive or similar rights to acquire the newly authorized shares.

Required Vote

Proposal 2 requires the affirmative vote of the holders of a majority of the shares of Common Stock represented at the annual meeting of shareholders.

Recommendation

Our board of directors unanimously recommends a vote FOR the proposed amendment to increase the number of authorized shares of the Company’s Common Stock from 50 million to 150 million.

PROPOSAL 3
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

The Compensation Committee of the board of directors orhas established an executive compensation committeeprogram that it believes appropriately supports the Company’s business goals in attracting, motivating and retaining talented and entrepreneurial executives.

Section 14A of anythe Exchange Act, which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that, not less frequently than once every three years, we provide shareholders with an advisory vote to approve the Company’s executive compensation as disclosed herein. Accordingly, shareholders are being asked to approve the following advisory resolution:

RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure in the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholders.

We urge shareholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation table and other entity,related compensation tables and narratives, which provide detailed information on the compensation of our listed officers. The Board and the Compensation Committee believe that the policies and procedures articulated in “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our listed officers reported in this proxy statement will support and contribute to the company’s long-term success.

Required Vote

There is no required vote to this proposal. Although the voting results are not binding, the Compensation Committee will review and consider them when evaluating our executive compensation program.

Recommendation

Our board of directors recommends a vote FOR the approval of our executive compensation on an advisory basis.

PROPOSAL 4
ADVISORY VOTE ON THE FREQUENCY
OF ADVISORY VOTES ON EXECUTIVE COMPENSATION

In addition to providing you with the opportunity to cast an advisory vote on executive compensation, we are also offering you the opportunity to cast an advisory vote on the frequency of that “say-on-pay” vote. You are being asked to indicate whether the advisory “say-on-pay” vote should be held every one, two or three years.

The Board recommends that such advisory vote occurs on a triennial basis.

If the Board’s recommendation is adopted by the shareholders, the shareholders would vote at every third annual meeting of shareholders on the compensation policies and procedures as described in the “Compensation Discussion and Analysis” section of the proxy statement for that meeting. The triennial advisory vote would be non-binding, but the Board and the Compensation Committee would take into account the outcome of the vote when making future decisions about the Company’s executive compensation policies and procedures.

Required Vote

The proxy card gives you four choices for voting on this proposal. You can choose whether the “say-on-pay” vote should be held every year, every two years or every three years. You may also abstain from voting. You are not voting to approve or disapprove the Board’s recommendation on this proposal.

Recommendation

The Board appreciates and values shareholders’ views and recommends a vote for “EVERY THREE YEARS” on the proposal for a triennial advisory vote on executive compensation.

PROPOSAL 5
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee appointed Porter Keadle Moore, LLC (“PKM”) as our independent registered public accounting firm for the fiscal year ending on December 31, 2013, and urges you to vote for ratification of PKM’s appointment. Although we are not required to seek your approval of this appointment, we believe it is good corporate governance to do so. No determination has been made as to what action our Audit Committee would take if you fail to ratify the appointment. Even if the appointment is ratified, the Audit Committee retains discretion to appoint a new independent registered public accounting firm if the Audit Committee concludes such a change would be in the best interests of Vystar and its shareholders.

We expect representatives of PKM to be present at the meeting and available to respond to appropriate questions by shareholders. Additionally, the representatives of PKM will have the opportunity to make a statement if they so desire.

Vote Required and Board Recommendation

Shareholder ratification of PKM as our independent registered public accounting firm requires the affirmative vote of holders of a majority of the shares present or represented by proxy and entitled to vote at the annual meeting. Abstentions will have the same effect as a negative vote.

PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal years 2012 and 2012, we retained Habif, Arogeti & Wynne, LLP (“HAW”) to provide services in the following categories and amounts:

Audit fees include the audit of Vystar’s annual financial statements, review of financial statements included in each of our Quarterly Reports on Form 10-Q, and services that are normally provided by HAW in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. This category includes fees related to accounting-related consulting services.

Tax fees consist of fees for professional services for tax compliance, tax advice and tax planning. This category includes fees primarily related to the preparation and review of federal, state and international tax returns and assistance with tax audits.

All other hand.

Vystar’s Code of Business Conduct requires that all employees and directors avoid conflicts of interests that interfere with the performance of their duties or are not in the best interests of Vystar.

In addition, pursuant to its written charter, the Audit Committee considers and approves or disapproves any related person transaction as defined under Item 404 of Regulation S-K promulgated by the SEC, after examining each such transaction for potential conflicts of interest and other improprieties. The Audit Committee has not adopted any specific written procedures for conducting such reviews and considers each transaction in light of the specific facts and circumstances presented.

On April 29, 2011, the Company advanced cash and made payments on behalfexecuted with CMA Investments, LLC, a Georgia limited liability company (“CMA”) a line of Climax Global Energy, Inc. (“Climax”),credit with a development stageprincipal amount of up to $800,000 (the “CMA Note”).  CMA is a limited liability company controlled by the Company’s former CEO, resulting in a note.  Management reserved at December 31, 2008 approximately $120,000of which three of the balance remaining at December 31, 2008 due to the uncertaintydirectors of collection involved.

CMA is a limited liability company of which Joseph C. Allegra, M.D., J. Douglas Craft and Michelle Y. Mangum, each a director of the Company, are the members.

On September 14, 2011, the Company’s Board of Directors approved increasing the line of credit to $1,000,000 and William R. Doyle, the Company’s Chairman and Chief Executive Officer became a member of CMA. As compensation for increasing the line and for Mr. Doyle joining CMA, the directors approved issuing warrants are exercisable in whole or in part at or before March 31, 2019 and vested immediately.

On November 2, 2012, the Board of each complete calendar quarter servedDirectors approved an increase in the CMA line of credit from $1,000,000 to $1,500,000. On January 10, 2013, as an independent board member ofcompensation to the CMA members for providing the increased CMA Note, the Company at a rate of 20,000 shares each.  The options are exercisable in whole or in part before June 30, 2019.

Director Independence

Under Rule 5605(b)(1) of the Nasdaq Marketplace Rules, independent directors must comprise a majority of a listed company’s board of directors within one year of listing. In addition, Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. While Vystar does not currently qualify for listing on Nasdaq and will likely not qualify for some time after the date of this proxy statement, it does intend to seek such listing as soon as possible and complies with its Marketplace Rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Under Nasdaq Marketplace Rule 5605(a)(2), a director will only qualify as an exercise price of $1.63.  The terms are as discussed“independent director” if, in the above paragraphopinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered to be independent for purposes of Rule 10A-3, a member of an audit committee of a public company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the public company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

In March of 2013 in preparation for Mr. Waters assuming the role of Chief Financial Officer, our Board undertook a review of its composition, the composition of its committees and the options are exercisableindependence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that none of Messrs. Craft or Marsh or Yeoham, Dr. Allegra or Ms. Mangum, representing five of our seven directors, has a relationship that would interfere with the exercise of independent judgment in whole or in part before September 30, 2019.

In connection with his appointment as Chief Financial Officer, Mr. Waters resigned his position as Chairman and member of the Company’s Audit Committee. Paul A. Yeoham, a director of the Company had accrued back-pay toand a member of the Company’s former CEO, Travis Honeycutt, inAudit Committee, was appointed Chairman of the amountAudit Committee and D. Thomas Marsh, a director of $54,946.  In July 2008, Mr. Honeycutt entered into an agreement with the Company, foregoing any claims to this back-pay if the Climax receivable was not collected in full by December 31, 2008.  The Company removed the accrued back-pay from its liabilities at December 31, 2008 and recorded an increase in additional paid-in-capital as the forgiveness of debt.  This was consideredappointed a capital transaction due to the related party naturemember of the parties.  ForAudit Committee. Our Board also determined that Messrs. Yeoham, Marsh and Ms. Mangum, who comprise our Audit Committee, satisfy the year ended December 31, 2009, Mr. Honeycutt provided to the Company prospect advisory services in the thread industry and received $30,000independence standards for his services.

Shareholder proposals may be included in our proxy statement for an annual meeting so long as they are provided to us on a timely basis and satisfy the other conditions set forth in SEC regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company-sponsored proxy materials. For a shareholder proposal to be considered for inclusion in our proxy statement for the annual meeting to be held in 2011,2013, we must receive the proposal at our principal executive offices, addressed to the Secretary, no later than December 20, 2010.