GP INVESTMENTS ACQUISITION CORP.
A Cayman Islands Exempted Company
(Company Number 295988)
150 E. 52nd Street, Suite 5003
New York, NY 10022PLEASE CAREFULLY READ THE PROXY
STATEMENT2016STATEMENT. EVEN IF YOU EXPECT TO ATTEND THE VIRTUAL-ONLY ANNUAL MEETING, OF SHAREHOLDERS
To be held on Thursday, December 29, 2016, at 10:00 a.m., Eastern Standard Time,
at the offices of Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
QUESTIONSPLEASE PROMPTLY COMPLETE, EXECUTE, DATE AND ANSWERS ABOUT THESERETURN THE ENCLOSED PROXY MATERIALS
Why did you send me this proxy statement?
This proxy statement and the enclosed proxy card are being sentCARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES. YOU MAY ALSO VOTE ELECTRONICALLY VIA THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU VOTE BY INTERNET, THEN YOU NEED NOT RETURN A WRITTEN PROXY CARD BY MAIL. STOCKHOLDERS WHO ATTEND THE VIRTUAL-ONLY ANNUAL MEETING MAY REVOKE THEIR PROXIES AND VOTE ON-LINE DURING THE ANNUAL MEETING IF THEY SO DESIRE.
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RIMINI STREET, INC. PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS To be Held Wednesday, June 2, 2021
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PROXY STATEMENT
The following information is provided to youeach eligible stockholder in connection with the solicitationAnnual Meeting of proxies by the board of directors (our “Board”Stockholders (the “Annual Meeting”) of GP Investments Acquisition Corp.Rimini Street, Inc. (the “Company”) to be held via live virtual-only online webcast on Wednesday, June 2, 2021, at 12:00 p.m., a Cayman Islands exempted company, company number 295988 (the “Company,” “we,” “us,” and “our”),Pacific Time.
The enclosed proxy is for use at the 2016 annual meeting of shareholders (the “Annual Meeting”) to be held on Thursday, December 29, 2016 at 10:00 a.m., Eastern Standard Time, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, located at Four Times Square, New York, NY 10036,Annual Meeting and any postponement or at any adjournmentsadjournment thereof. This proxy statement summarizes the information that you need(this “Proxy Statement”) and form of proxy are being mailed to make an informed decision on the proposals to be considered at the Annual Meeting. This proxy statement and the enclosed proxy card were first sent to the Company’s shareholdersstockholders beginning on or about December 5, 2016.WhatApril 30, 2021.
The Company’s principal executive offices are located at 3993 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada, 89169, and the Company’s website is
included in these materials?These materials include:
| · | this proxy statementwww.riministreet.com.Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting; and |
| · | the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2016, which includes the Company’s financial results for the period from January 28, 2015 (inception) through December 31, 2015. |
What proposals will be addressed at the Annual Meeting?
Shareholders will be asked to consider the following proposals at the Annual Meeting:
| 1. | to elect one director to serve as the Class A director on our Board until the 2019 annual meeting of shareholders or until his successor is elected and qualified; |
| 2. | to ratify the selection by our audit committee of Marcum LLP to serve as our independent registered public accounting firm for the year ending December 31, 2016; and |
| 3. | such other matters as may properly come before the Annual Meeting or any adjournment(s) thereof. |
How does the Board recommend that I vote?
Our Board unanimously recommends that shareholders vote “FOR” the nominee for Director, and “FOR” the ratification of the selection of Marcum LLP as our independent registered public accounting firm.
Who may vote at the Annual Meeting to be Held on June 2, 2021. This Notice of shareholders?
Shareholders who owned ordinary sharesAnnual Meeting of Stockholders and Proxy Statement and our 2020 Annual Report are available at https://www.cstproxy.com/riministreet/2021 and through our website at the Company (“Ordinary Shares”), par value $0.0001 per share, asaddress specified above.
REGISTRATION AND ACCESS TO THE 2021 VIRTUAL-ONLY ANNUAL MEETING
There will be no in-person component to the Annual Meeting, which will be held virtually via live audio webcast. Only stockholders of record of our common stock and our Series A 13% Redeemable Convertible Preferred Stock at the close of business on December 2, 2016 areApril 19, 2021 (the “Record Date”), will be entitled to vote atattend the Annual Meeting. As of the Record Date, there were 21,562,500 Ordinary Shares issued and outstanding.How many votes must be presentAny stockholder wishing to hold the Annual Meeting?
Your shares are counted as present at the Annual Meeting if you attend the Annual Meeting and votemust register in person, if you properly submitadvance. To register for the virtual-only Annual Meeting, please follow these instructions as applicable to the nature of your proxy ownership of our common stock and/or ifour Series A 13% Redeemable Convertible Preferred Stock:
Registered Stockholders
If your shares are registered in the name of a bank or brokerage firm and you do not provide voting instructions and such bank or broker casts a vote on the ratification of accountants. On December 2, 2016, there were 21,562,500 outstanding Ordinary Shares entitled to vote at the Annual Meeting. In order for us to conduct the Annual Meeting, a majority of outstanding Ordinary Shares as of December 2, 2016 must be present in person (including by telephone) or by proxy at the Annual Meeting. This is referred to as a quorum. Consequently, 10,781,251 Ordinary Shares must be present in person (including by telephone) or by proxy at the Annual Meeting to constitute a quorum.How many votes do I have?
Each Ordinary Share is entitled to one vote on each matter that comes before the Annual Meeting. Information about the share holdings of our directors and executive officers is contained in the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management.”
What is the difference between a shareholder of record and a beneficial owner of shares held in street name?
Shareholder of Record. If your shares are registered directly in your name with the Company’sour transfer agent, Continental Stock Transfer & Trust Company (
“Continental Stock Transfer”), and you are consideredwish to attend the shareholdervirtual-only Annual Meeting, go to www.cstproxy.com/riministreet/2021, enter the control number printed on your proxy card and click on the link titled “Click here to preregister for the online meeting” at the top of record with respectthe page. Just prior to thosethe start of the Annual Meeting, you will need to log back into the meeting site using your control number. You must register before the meeting starts. Beneficial Stockholders (those holding shares andthrough a stock brokerage account or by a bank or other holder of record)
If on the
proxy materials were sent directly to you by the Company.Beneficial Owner of Shares Held in Street Name. IfRecord Date your shares arewere held, not in your name, but rather in an account at a brokerage firm, bank, broker-dealer,dealer or other similar organization, then you are the beneficial owner of shares held in “street name,”name” and the proxy materials wereNotice is being forwarded to you by that organization. The organization holding your account is considered to be the shareholderstockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization ondirect your broker or other agent regarding how to vote the shares held in your account. ThoseYou are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares online during the meeting unless you request and obtain a valid proxy from your broker or other agent.
Beneficial stockholders who wish to attend the virtual-only Annual Meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the virtual-only Annual Meeting. You will receive an e-mail prior to the meeting with a link and instructions are contained in a “vote instruction form.”What is the proxy card?
The proxy card enables you to appoint each of Andrew Fleiss and the Chairman offor logging into the Annual Meeting website. Beneficial stockholders should contact Continental Stock Transfer no later than 3:00 p.m., Eastern Time, on June 1, 2021.
Conduct of the Meeting
Stockholders participating in the virtual-only Annual Meeting will be in a listen-only mode and will not be able to speak during the webcast. However, to maintain the interactive nature of the virtual meeting, virtual attendees will be able to:
•Vote using the online meeting website; and
•Submit questions or comments in writing to the Company’s directors and officers during the meeting via the virtual-only Annual Meeting webcast.
Stockholders may submit questions or comments during the meeting via the virtual-only Annual Meeting webcast by typing in the “Submit a question” box. You will not be able to vote or submit questions unless you register for and log into the virtual meeting website, as described above.
EXPLANATORY NOTE
Unless otherwise noted in this Proxy Statement, the term “shares” refers to both shares of our common stock, par value $0.0001 per share, and shares of our 13.00% Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), and the term “stockholders” refers to both holders of shares of our common stock and holders of shares of our Preferred Stock.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
Q: What is this document?
A: This document is the Proxy Statement of Rimini Street, Inc., which is being sent to stockholders in connection with our Annual Meeting. A proxy card is also being provided with this document.
We have tried to make this document simple and easy to understand in accordance with Securities and Exchange Commission (“SEC”) rules. We refer to Rimini Street, Inc. as “we,” “us,” “our,” the “Company” or “Rimini Street.”
Q: Why am I receiving these materials?
A: You are receiving these materials because you were one of whom will actour stockholders as your representative,of the close of business on the Record Date for determining who is entitled to receive notice of and to vote at the Annual Meeting. By completing and returning theWe are soliciting your proxy card, you are authorizing Mr. Fleiss or the Chairman of the Annual Meeting(i.e., your permission) to vote your shares of Rimini Street common stock and/or Preferred Stock upon matters to be considered at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is strongly recommended that you complete and return your proxy card before the Annual Meeting date in case your plans change. If a proposal comes up for
Q: Who may vote at the Annual Meeting that is notMeeting? What are my voting rights?
A: Our stockholders as of the close of business on the
proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.If I am a shareholder of record of the Company’s shares, how do I vote?
ThereRecord Date are two ways to vote:
| · | In person. If you are a shareholder of record, you may vote in person at the Annual Meeting. The Company will give you a ballot when you arrive. |
| · | By Mail. You may vote by proxy by filling out the proxy card and sending it back in the envelope provided. |
If I am a beneficial owner of shares held in street name, how do I vote?
There are three ways to vote:
| · | In person. If you are a beneficial owner of shares held in street name and you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy. |
| · | By mail. You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares. |
| · | By telephone, fax, or over the Internet. You may vote by proxy by submitting your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card. This is allowed if you hold shares in street name and your bank, broker or other nominee offers those alternatives. Although most banks, brokers and other nominees offer these voting alternatives, availability and specific procedures vary. |
Will my shares be voted if I do not provide my proxy?
If you hold your shares directly in your own name, they will not be voted if you do not provide a proxy.
Your shares may be voted under certain circumstances if they are held in the name of a brokerage firm. Brokerage firms generally have the authority to vote customers’ unvoted shares on certain “routine” matters, including the ratification of accountants. At the Annual Meeting, your shares may only be voted by your brokerage firm for Proposal Two.
Brokers are prohibited from exercising discretionary authority on non-routine matters. Proposal One is considered a non-routine matter, and therefore brokers cannot exercise discretionary authority regarding this proposal for beneficial owners who have not returned proxies to the brokers (so-called “broker non-votes”). In the case of broker non-votes, and in cases where you abstain from voting on a matter when present at the Annual Meeting and entitled to vote, those shares will still be counted for purposesnotice of determining if a quorum is present.
What vote is required to elect directors?
The approval of the nomination of each director requires an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association which means the affirmative vote for the proposal by the holders of a majority of the then outstanding Ordinary Shares who, being present and entitled to vote at the Annual Meeting (in personor any postponement or adjournment thereof. Stockholders do not have cumulative voting rights.
Holders of shares of our common stock may cast one vote for each share of common stock held as of the Record Date on each director nominee and on each of the other matters presented at the Annual Meeting. As of the Record Date, there were 85,144,910 shares of our common stock outstanding and entitled to be voted at the Annual Meeting. Holders of shares of our Preferred Stock, which are entitled to vote as a single class with the common stock on each matter upon which common stock holders are entitled to vote, are entitled to a number of votes equal to the number of shares of common stock that such Preferred Stock was convertible into as of the Record Date. As of the Record Date, there were 87,155 shares of Preferred Stock outstanding and entitled to be voted at the Annual Meeting, each entitled to approximately 100 votes per share.
Q: What proposals will be voted on at the Annual Meeting?
A: There are four proposals to be considered and voted on at the Annual Meeting:
1.To elect two Class I director nominees identified in this Proxy Statement to the Board of Directors (the “Board”), each to serve until the 2024 annual meeting of stockholders and until his or her successor is elected and qualified (the “Election of Directors”).
2.To conduct an advisory vote to approve the Company’s executive compensation (“Say on Pay Proposal”).
3.To conduct an advisory vote on the frequency of future advisory votes on executive compensation (“Say on Frequency Proposal”).
4.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (the “Auditor Ratification Proposal”).
The Company will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
Q: How many shares must be represented to have a quorum and hold the Annual Meeting?
A: The presence by virtual attendance or by
proxy), voteproxy of holders of outstanding shares representing a majority of the voting power as of the Record Date is needed for a quorum at the Annual Meeting. Abstentions and broker non-votes
while considered present forwill be counted towards the
purposes of establishing a quorum
will not count as a vote cast at the Annual Meeting.What vote is required to ratify the selection by our audit committee of Marcum LLP as our independent registered public accounting firm?
Approval of the proposal to ratify the selection of Marcum LLP as our independent registered public accounting firm requires the affirmative vote for the proposal by the holders of a majority of the then outstanding Ordinary Shares who, being presentrequirement.
Q: How can I attend and entitled to vote at the Annual Meeting?
A: There will be no in-person component to the Annual Meeting, (in personwhich will be held virtually over the Internet via live audio webcast on Wednesday, June 2, 2021, at 12:00 p.m., Pacific Time, unless postponed or adjourned to a later date. Only stockholders of record as of the Record Date will be entitled to attend the virtual-only Annual Meeting. Any stockholder wishing to attend the virtual-only Annual Meeting must register in advance. To register for the virtual-only Annual
Meeting, please follow the instructions as applicable to the nature of your ownership of our common stock or our Preferred Stock contained earlier in this Proxy Statement in the section titled “Registration and Access to the 2021 Virtual-Only Annual Meeting.”
Stockholders participating in the Annual Meeting will be in a listen-only mode and will not be able to speak during the webcast. However, to maintain the interactive nature of the virtual meeting, virtual attendees will be able to:
•Vote using the online meeting website; and
•Submit written questions or comments to the Company’s directors and officers during the meeting via the virtual-only Annual Meeting webcast.
Stockholders may submit questions or comments during the meeting via the virtual-only Annual Meeting webcast by proxy),typing in the “Submit a question” box. You will not be able to vote or submit questions unless you register for and log into the virtual meeting website as described above.
Q: What if during the check-in time or during the virtual-only Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?
A: The host of our virtual-only Annual Meeting platform, Continental Stock Transfer, will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the Continental Stock Transfer technical support at (917) 262-2373.
Q: How do I cast my vote?
A: If you are a stockholder of record on the Record Date, you may vote online during the virtual-only Annual Meeting or in advance of the Annual Meeting. AbstentionsYou can vote in advance of the Annual Meeting by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed, postage-paid envelope, or, if you prefer, by following the instructions on your proxy card for internet voting. Please have your proxy card with you if you are going to vote through the internet in advance of the Annual Meeting. During the virtual-only Annual Meeting, you may vote using the online meeting website. However, you will not be able to vote during the Annual Meeting unless you register for and log into the virtual meeting website, as described above in the section titled “Registration and Access to the 2021 Virtual-Only Annual Meeting.”
If you hold your shares in street name through a broker, non-votes, whilebank or other nominee rather than directly in your own name, you are considered presentthe beneficial owner of those shares, and this Proxy Statement is being forwarded to you by your broker, bank or other nominee, together with a voting instruction card. To vote during the virtual-only Annual Meeting, beneficial owners will need to contact the broker, bank or other nominee that holds their shares to obtain a “legal proxy” and register for the purposesvirtual-only Annual Meeting using the procedures described above in the section titled “Registration and Access to the 2021 Virtual-Only Annual Meeting.”
If you hold shares in the name of establishing a quorum,broker, bank or other nominee you may be able to vote those shares by internet or telephone depending on the voting procedures used by your broker, bank or other nominee, as explained below under the question “How do I vote if my shares are held in “street name” by a broker, bank or other nominee?”
Q: How do I vote if my shares are held in “street name” by a broker, bank or other nominee?
A: If your shares are held by a broker, bank or other nominee (this is called “street name”), your broker, bank or other nominee (your “Financial Institution”) will send you instructions for voting those shares. Many (but not count asall) Financial Institutions participate in a vote cast at the Annual Meeting.Canprogram provided through Broadridge Investor Communication Solutions that offers internet and telephone voting options.
Q: How do I change my
vote after I have voted?vote?
A: You may revoke your proxy and change your vote at any time before the final voteit is exercised at the Annual Meeting. You may vote againcan revoke a proxy by signing(i) giving written notice to the Company’s secretary at the address listed on the first page of this Proxy Statement, (ii) delivering an executed, later-dated proxy or (iii) voting during the virtual-only Annual Meeting through the meeting website. However, registering for and returning a new proxy card or vote instruction form with a later date or by attending the virtual-only Annual Meeting and voting in person if you are a shareholder of record. However, your attendance atvia the Annual Meetingmeeting website will not automatically revoke your proxy unless you also vote again atduring the Annual Meetingmeeting using the meeting website or specifically request
in writing that your
prior proxy be
revoked by delivering to Antonio Bonchristiano, the Company’s Chief Executive Officer and Chief Financial Officer, at GP Investments Acquisition Corp., 150 E. 52nd Street, Suite 5003, New York, NY 10022, a written notice of revocation prior to the Annual Meeting.Please note, however, that if your shares are held of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee that you wish to change your vote by following the procedures on the voting form provided to you by the broker, bank or other nominee.revoked. If your shares of common stock are held in street name and you wish to attendchange or revoke your voting instructions, you should contact your Financial Institution for information on how to do so.
Q: What is the voting standard for the Election of Directors?
A: In regard to the Election of Directors, you may vote “FOR” all or some of the nominees or you may “WITHHOLD” your vote for any nominee you specify.
Directors are elected by a plurality of votes present (by virtual attendance) or represented by proxy at the Annual Meeting and entitled to vote. As a result, the two directors receiving the highest number of “FOR” votes will be elected as directors.
Q: What is the voting standard for the Say on Pay Proposal?
A: You may vote“FOR,” “AGAINST” or “ABSTAIN” on the Say on Pay Proposal.
The approval of the Say on Pay Proposal requires the affirmative vote of a majority of the voting power of the shares present (by virtual attendance) or represented by proxy at the Annual Meeting you must bringand entitled to vote.
This vote is advisory only, which means that the vote on executive compensation is not binding on the Company, the Board, or the Compensation Committee of the Board (the “Compensation Committee”). However, our Board values our stockholders’ opinions, and our Board and the Compensation Committee will consider and evaluate the results of the vote, together with feedback from stockholders. To the extent there is any significant vote against the Say on Pay Proposal, the Board and the Compensation Committee will evaluate whether any actions are necessary to address the concerns of stockholders.
Abstentions will have the same effect as a vote cast “AGAINST” the Say on Pay Proposal.
Q: What is the voting standard for the Say on Frequency Proposal?
A: You may vote “EACH YEAR,” “ONCE EVERY TWO YEARS,”“ONCE EVERY THREE YEARS” or “ABSTAIN” on the Say on Frequency Proposal.
Stockholders are voting to indicate their recommendation among these frequency options. The option that receives the highest number of votes of the shares present (by virtual attendance) or represented by proxy at the Annual Meeting and entitled to vote will be deemed to be the frequency preferred by our stockholders.
Since this proposal is an advisory vote, the result will not be binding on our Board. However, our Board values our stockholders’ opinions, and our Board and the Compensation Committee will take into account the outcome of the advisory vote when determining how often we should submit to stockholders future “say-on-pay” votes.
Abstentions will not be counted towards the vote totals on the Say on Frequency Proposal.
Q: What is the voting standard for the Auditor Ratification Proposal?
A: You may vote “FOR,” “AGAINST” or “ABSTAIN” on the Auditor Ratification Proposal.
The approval of the Auditor Ratification Proposal requires the affirmative vote of a legal proxy frommajority of the broker, bank or other nominee holding your shares, confirming your beneficial ownershipvoting power of the shares present (by virtual attendance) or represented by proxy at the Annual Meeting and givingentitled to vote.
Abstentions will have the same effect as a vote cast “AGAINST” the Auditor Ratification Proposal.
Q: How does the Company’s Board of Directors recommend that I vote?
A: The Board unanimously recommends that you vote:
•“FOR”the rightelection of each of the Class I director nominees to the Board identified in this Proxy Statement;
•“FOR” the Say on Pay Proposal;
•“EACH YEAR”onthe Say on Frequency Proposal; and
•“FOR” the Auditor Ratification Proposal.
Q: What are “broker votes” and “broker non-votes?”
A: On certain “routine” matters, Financial Institutions have discretionary authority under applicable stock exchange rules to vote your shares.What happenstheir customers’ shares if Itheir customers do not indicate howprovide voting instructions. When a Financial Institution votes its customers’ shares on a routine matter without receiving voting instructions (referred to as a “broker vote”), these shares are counted both for establishing a quorum to conduct business at the Annual Meeting and in determining the number of shares voted
“FOR” or “AGAINST” the routine matter. For purposes of the Annual Meeting, the Auditor Ratification Proposal is considered a “routine” matter. Under New York Stock Exchange (“NYSE”) requirements generally applicable to Financial Institutions, each of the Election of Directors, the Say on Pay Proposal and the Say on Frequency Proposal is considered a “non-routine” matter for which Financial Institutions do not have discretionary authority to vote my proxy?Iftheir customers’ shares if their customers did not provide voting instructions. Therefore, for purposes of the Annual Meeting, if you signhold your proxy cardstock through an account at a Financial Institution, your Financial Institution may not vote your shares on your behalf on these proposals without providing furtherreceiving instructions from you. When a Financial Institution does not have the authority to vote its customers’ shares or does not exercise its authority, these situations are referred to as “broker non-votes.” Broker non-votes are only counted for establishing a quorum and will have no effect on the outcome of the vote.
We encourage you to provide voting instructions to your Financial Institution so that your shares will be voted at the Annual Meeting on all matters up for consideration.
Q: What information is available on the internet?
A: A copy of this Proxy Statement and our 2020 Annual Report to Stockholders is available for download free of charge at https://www.cstproxy.com/riministreet/2021.
Our website address is www.riministreet.com. We use our website as a channel of distribution for important information about us. Important information, including press releases, investor presentations and financial information regarding Rimini Street, is routinely posted on and accessible on the “Investor Relations” subpage of our website.
In addition, we make available on the “Investor Relations” subpage of our website free of charge the reports we file with the SEC (e.g., our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedule 14A, and beneficial ownership reports on Forms 3, 4 and 5). Further, copies of our Amended and Restated Certificate of Incorporation (the “FORCertificate of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”), our Code of Business Conduct and Ethics, our Amended and Restated Corporate Governance Guidelines (the “Corporate Governance Guidelines”) and the charters for the director nomineeAudit, Compensation and Nominating & Corporate Governance Committees of the proposalsBoard are also available on the “Investor Relations” subpage of our website.
Information from our website is not incorporated by reference into this Proxy Statement.
Q: What if I return my proxy card (or complete the internet voting procedures) but do not provide voting instructions?
A: The Board has named Seth A. Ravin, our Chief Executive Officer and Chairman of the Board, and Daniel B. Winslow, our Executive Vice President, Chief Legal Officer and Secretary, as official proxy holders. They will vote all proxies, or record an abstention or withholding as applicable, in accordance with the instructions you provide.
IF YOU ARE A REGISTERED HOLDER AND SIGN AND RETURN YOUR PROXY CARD BUT GIVE NO DIRECTION OR COMPLETE THE INTERNET VOTING PROCEDURES BUT DO NOT SPECIFY HOW YOU WANT TO VOTE YOUR SHARES, YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH THE BOARD’S RECOMMENDATIONS ON EACH PROPOSAL.
Q: Who is soliciting my vote?
A: Our Board is soliciting your vote for matters being
placed before our shareholderssubmitted for stockholder approval at the Annual Meeting.
Is my vote kept confidential?
Proxies, ballots
Q: Who will bear the cost for soliciting votes for the Annual Meeting?
A: We will bear the cost of soliciting proxies. In addition to the use of mail, our directors, officers and voting tabulations identifying shareholders are kept confidential andnon-officer employees may solicit proxies in person or by telephone or other means. These persons will not be disclosed except ascompensated for the solicitation but may be necessaryreimbursed for out-of-pocket expenses. Morrow Sodali LLC has been retained by the Company to meet legalprovide broker search and materials distribution services, as well as serve as the Company’s Administration Agent for the Annual Meeting, for a fee of $7,500 plus distribution costs and other expenses. We have also made arrangements with certain
Financial Institutions and other custodians to forward this material to the beneficial owners of our common stock, and we will reimburse them for their reasonable out-of-pocket expenses.
Q: Who will count the votes?
A: We have hired our Transfer Agent, Continental Stock Transfer, to tabulate the votes cast at the Annual Meeting and be responsible for determining whether or
regulatory requirements.not a quorum is present.
Q: Where
docan I find
the voting results of the Annual Meeting?
A: We will announce preliminary voting results at the Annual
Meeting. TheMeeting and publish final
voting results
will be tallied by the inspector of election and published in the Company’son a Current Report on Form 8-K
which the Company is requiredthat we expect to file with the SEC within four business days
followingafter the Annual
Meeting.Who bearsMeeting (a copy of which will be available on the cost“Investors Relations” subpage of soliciting proxies?
The Company will bearour website).
Q: May I propose actions for consideration at the costnext Annual Meeting of soliciting proxies inStockholders or nominate individuals to serve as directors?
A: You may submit proposals for consideration at future stockholder meetings, including director nominations, if you satisfy the accompanying formapplicable requirements. Please see “Other Matters and will reimburse brokerage firms and othersAdditional Information” for expenses involved in forwarding proxy materials to beneficial ownersmore details.
Q: Whom should I contact with questions about the Annual Meeting?
A: If you have any questions about this Proxy Statement or soliciting their execution. In addition to solicitationsthe Annual Meeting, please contact the Rimini Street Investor Relations Department by mail, the Company, through its directors and officers, may solicit proxies in person, by telephoneemail at IR@riministreet.com or by electronic means. Such directors and officers will not receive any special remunerationcalling (925) 523-7636.
Q: What if I have more than one account?
A: Please vote proxies for
these efforts.Who is the sponsor of the Company?
References throughout this proxy statementall accounts so that all your shares are voted. You may be able to consolidate multiple accounts through our “Sponsor” is to GPIC Ltd, a Bermuda company, an affiliate of GP Investments, Ltd (“GP Investments”).
Who can help answer my questions?
You can contact our transfer agent,Transfer Agent, Continental Stock Transfer, & Trust, with any questions aboutonline at www.continentalstock.com or by calling (212) 509-4000.
Q: Will a list of stockholders entitled to vote at the
proposals described in this proxy statement or how to execute your vote at:Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
E-mail: proxy@continentalstock.com
Telephone: (917) 262-2373
THE ANNUAL MEETING
We are furnishing this proxy statement to you as a shareholder of GP Investments Acquisition Corp. as part of the solicitation of proxies by our Board for use at our Annual Meeting be available?
A: In accordance with Delaware law, a list of stockholders entitled to
be held on Thursday, December 29, 2016, or any adjournment thereof.Date, Time, Place and Purpose ofvote at the Annual Meeting
The Annual Meeting will be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, located at Four Times Square, New York, NY 10036, on Thursday, December 29, 2016, at 10:00 a.m., Eastern Standard Time. You are cordially invitedavailable for inspection by any stockholder for any purpose germane to attend the Annual Meeting for a period of 10 days prior to the Annual Meeting. If you want to inspect the stockholder list, call our Investor Relations Department at which shareholders(925) 523-7636. In addition, the list of stockholders entitled to vote at the Annual Meeting will be askedavailable for examination during the Annual Meeting via the online meeting website.
Q: What are the implications of being a “Smaller Reporting Company”?
A: We are a “smaller reporting company,” as defined under Item 10 of Regulation S-K promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) because our public float was less than $250 million as of the last business day of our most recently completed second fiscal quarter. For so long as we remain a smaller reporting company, we are permitted and plan to considerrely on exemptions from certain disclosure requirements that are applicable to other public companies that are not smaller reporting companies. These exemptions include reduced disclosure obligations regarding our executive compensation arrangements and vote upon the following proposals, which are more fully describedexemption from being required to include a Compensation Discussion and Analysis section in this proxy statement: | · | to elect one director to serve as the Class A director on our Board until the 2019 annual meeting of shareholders or until his successor is elected and qualified; |
| · | to ratify the selection by our audit committee of Marcum LLP to serve as our independent registered public accounting firm for the year ending December 31, 2016; and |
| · | to vote uponProxy Statement. We may take advantage of some or all of these exemptions until such time as we are no longer a smaller reporting company. As such, other matters as may properly come before the Annual Meeting or any adjournment(s) thereof. |
Record Date, Voting and Quorum
Our Board fixed the closeinformation contained herein may be different than the information you receive from other public companies in which you hold stock. We previously took advantage of businessthe exemption from the requirement to seek non-binding advisory votes on executive compensation by virtue of our previous “emerging growth company” status. We ceased to be an “emerging growth company” on December 2, 2016, as31, 2020. Accordingly, this year is the Record Datefirst year we are seeking non-binding advisory votes on “Say on Pay” and “Say on Frequency.”
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Nominees
The Board has nominated each of the Class I directors named below for the determination of holders of outstanding Ordinary Shares entitled to notice of and to vote on all matters presentedelection at the Annual Meeting. AsAll of the recordnominees currently serve as directors. Each person elected will serve until the 2024 annual meeting of stockholders and until his or her successor has been elected and qualified. Although the Board does not contemplate that any of the nominees will be unable to serve, if such a situation arises, the Board may designate a substitute nominee or reduce the size of the Board. If the Board designates a substitute nominee, proxies will be voted for such substitute nominee.
The Nominating & Corporate Governance Committee of the Board (the “Nominating Committee”) is responsible for director recruitment and recommending to the Board all director nominees. Stockholders who wish to recommend a person for consideration as a director nominee should follow the procedures described below under the heading “Stockholder Recommendation of Nominees.” The Board selected the nominees for election at the Annual Meeting upon the recommendation of the members of the Nominating Committee.
Board Composition
The following table sets forth the names, ages and positions of the members of the Board as of April 30, 2021:
| | | | | | | | | | | | | | |
| Name | | Age | | Position(s) with the Company |
| | | | |
| Class I Director Nominees (for term through 2024) | | | | |
Margaret (Peggy) Taylor(1)(2) | | 70 | | Lead Independent Director; Chair of Compensation Committee |
Jack L. Acosta(2) | | 73 | | Director; Chair of Audit Committee |
| | | | |
| Class I Director (term continues to 2021 Annual Meeting) | | | | |
Thomas Ashburn(1)(3) | | 77 | | Director; Chair of Nominating Committee |
| | | | |
| Class II Directors (term continues through 2022) | | | | |
Robin Murray(3) | | 55 | | Director |
Antonio Bonchristiano(4) | | 54 | | Director |
| | | | |
| Class III Directors (term continues through 2023) | | | | |
| Seth A. Ravin | | 54 | | Chairman of the Board and Chief Executive Officer |
Steve Capelli(1)(2)(3)(5) | | 64 | | Director |
Jay Snyder(6) | | 50 | | Director |
_____________________________
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
(3) Member of the Nominating Committee
(4) On April 15, 2021, Mr. Bonchristiano delivered written notice of his intent to resign from the Board effective as of May 5, 2021 in order to focus on other business opportunities and commitments.
(5) The Board, upon the recommendation of the Nominating Committee, has appointed Mr. Capelli Chair of the Nominating Committee effective as of the date there were 21,562,500 Ordinary Shares issuedof the Annual Meeting.
(6) The Board, upon the recommendation of the Nominating Committee, has appointed Mr. Snyder as a member of the Nominating Committee and outstandingthe Compensation Committee effective as of the date of the Annual Meeting.
Continuing Directors – Biographical Information
Class I Director Nominees
Margaret (Peggy) Taylor
Ms. Taylor has served as a member of the Board since October 2017, and entitledpreviously served on the board of directors of Rimini Street, Inc., a Nevada corporation, which was a predecessor entity to vote. Each Ordinary Share entitles the holder thereofCompany (“RSI”), from January 2014 until October 2017. Ms. Taylor served as President of PeopleSoft Investments, Inc., an investment management and advisory services company and subsidiary of PeopleSoft, Inc., an enterprise software company (acquired by Oracle Corporation), from January 2000 until her retirement in January 2005, and as Senior Vice President of Corporate Operations of PeopleSoft, Inc. from January 1989 to one vote.December 1999. Since January 2005, she has served as a private investor/advisor. From January 2000 to December 2003, Ms. Taylor served as President of Nevada Pacific Development Corp., a consulting services firm. From December 1999 to December 2000, Ms. Taylor served as Chief Executive Officer of Venture Builders, LLC, a consulting company for start-up businesses. From May 1986 to October 1988, Ms. Taylor served as a Vice President of Trust and Investment Management at Hibernia Bank, a financial institution. From January 1983 to October 1985, Ms. Taylor served as Vice President of Organization, Planning, and Development at Bank of California, a financial institution. In addition, Ms. Taylor has served on the Board of Directors of Q2 Holdings, Inc., a publicly-traded provider of digital transformation solutions for banking and lending, from June 2020 until present, and served on the Board of Fair Isaac Corporation, a publicly-traded decision analytics company, from December 1999 to February 2012. She has also served and continues to serve as a member of the Board of Directors of various private companies. Ms. Taylor holds a Bachelor of Arts degree in Communications and Psychology from Lone Mountain College of California. Ms. Taylor has also completed the Corporate Governance Program at Stanford Business School and the Compensation Committees Program at Harvard Business School.
Director Qualifications. We believe Ms. Taylor is qualified to serve as a member of our Board because of her extensive experience in the enterprise software industry and serving on boards of directors of various technology companies.
Jack L. Acosta
Mr. Acosta has served as a member of the Board since October 2017, and previously served on the board of directors of RSI from October 2013 until October 2017. Mr. Acosta served as Chief Financial Officer and Vice President, Finance of Portal Software, a software company acquired by Oracle Corporation, from February 1999 until his retirement in September 2001. Since September 2001, he has served as a private investor/advisor. In addition, Mr. Acosta served as Secretary of Portal Software from February 1999 to April 1999. From July 1996 to January 1999, Mr. Acosta served as Executive Vice President and Chief Financial Officer of Sybase, Inc., a database company acquired by SAP AG. Mr. Acosta serves on the Board of Directors of Five9, Inc. (Nasdaq: FIVN), a provider of cloud software for contact centers. From March 2004 to July 2009, Mr. Acosta served on the Board of Directors of SumTotal Systems, Inc., a provider of learning, performance and compensation management software and services. Mr. Acosta has served and continues to serve as a member of various private company boards of directors. Mr. Acosta holds a Bachelor of Science degree in Industrial Relations from California State University, East Bay, a Masters of Science degree in Management Sciences from California State University, East Bay and an Honorary Doctor of Humane Letters degree from California State University, East Bay.
Director Qualifications. We believe Mr. Acosta is qualified to serve as a member of our Board because of his extensive experience in the enterprise software industry, his expertise in finance matters and serving on the boards of directors of various technology companies.
Class II Continuing Director
Robin Murray
Mr. Murray has served as a member of the Board since October 2017, and previously served on the board of directors of RSI from June 2009 until October 2017. Mr. Murray is a partner at Adams Street Partners, LLC (“ASP”), a private market investments firm and affiliate of the Company, which he joined in 2008. From 2001 to 2008, Mr. Murray served as a partner at 3i Ventures Corporation, a private equity and venture capital firm, where he led the Menlo Park, California office. From 1997 to 2001, Mr. Murray served as Chief Financial Officer of both iPIN Corporation, an electronic payment technology company ultimately acquired by Intel Corporation, and Ubicoms Ltd, a company acquired by The holdersHackett Group. From 1988 to 1995, Mr. Murray served in various roles in the London offices of 10,781,251 Ordinary Shares entitledJ Sainsbury plc and Ernst & Young. Mr. Murray qualified as a Chartered Accountant with the Institute of Chartered Accountants of England & Wales.
He holds a Bachelor of Science degree in Chemistry from Bristol University, England and a Masters of Business Administration from Stanford University Graduate School of Business.
Director Qualifications. We believe Mr. Murray is qualified to vote,serve as a member of our Board because of his substantial corporate finance, business strategy and corporate development expertise gained from his significant experience in the venture capital industry analyzing, investing in and serving on the boards of directors of various technology companies. We also value his perspective as a representative of our largest stockholder.
Class III Continuing Directors
Seth A. Ravin
Mr. Ravin founded Rimini Street and has served as our (and prior to October 2017, RSI’s) Chief Executive Officer, Chairman of the Board and a director since September 2005 and also served as President from September 2005 to January 2011. Prior to joining us, Mr. Ravin served in various executive roles at TomorrowNow, Inc. from May 2002 to April 2005, most recently as President and a board director. TomorrowNow, Inc. was a supplier of software maintenance and support services for Oracle’s PeopleSoft and J.D. Edwards applications, and was acquired in January 2005 as a wholly-owned subsidiary of SAP America, Inc. From April 2000 to March 2001, Mr. Ravin served as Vice President of Inside Sales for Saba Software, Inc., a provider of e-Learning and human resource management software. From April 1996 to April 2000, Mr. Ravin served in various management roles at PeopleSoft, Inc., an enterprise software company acquired by Oracle, most recently as a Vice President of the Customer Sales Division. Mr. Ravin holds a Bachelor of Science degree in Business Administration from the University of Southern California.
Director Qualifications. We believe Mr. Ravin is qualified to serve as a member of our Board because of the perspective and experience he brings as Rimini Street’s Chief Executive Officer. We also value his deep understanding of Rimini Street’s business as it has evolved over time and his extensive senior management expertise in the software maintenance and support services industry.
Steve Capelli
Mr. Capelli has served as a member of the Board since October 2017, and previously served on the board of directors of RSI from January 2014 until October 2017. Since October 2020, he has served as a private investor/advisor. Prior to his retirement in October 2020, Mr. Capelli was the Chief Revenue Officer of Blackberry Limited, an enterprise software and services company, a position he held from October 2019. From October 2016 until October 2019, Mr. Capelli served as Blackberry Limited’s Chief Financial Officer. He also served as Blackberry Limited’s Chief Operating Officer from March 2018 until February 2019. Previously, Mr. Capelli served in various management positions at Sybase, Inc., an enterprise software and services company acquired by SAP, from December 1997 to April 2012, most recently as President, Worldwide Field Operations, from August 2006 to April 2012. Mr. Capelli served as a private investor/advisor from April 2012 until joining Blackberry Limited in October 2016. From August 1992 to December 1997, Mr. Capelli served in various management positions at Siemens-Pyramid, a subsidiary of Siemens Nixdorf, a computer and electronics company, including as Chief Financial Officer, Vice President of InterContinental Sales, and Director of Field Operations. From January 2005 to November 2005, Mr. Capelli served on the Board of Directors of Apropos Technology, Inc., a publicly traded business communication software firm. In addition, Mr. Capelli has served and continues to serve as a member of the Board of Directors of various private companies and in October 2020 was appointed the Chairman of the Board of Directors of MLOGICA, LLC, a technology and product consulting company. Mr. Capelli holds a Bachelor of Science degree in Accounting from The College of New Jersey and a Masters of Business Administration from Rutgers University.
Director Qualifications. We believe Mr. Capelli is qualified to serve as a member of our Board because of his extensive experience in the enterprise software industry and serving on boards of directors of various technology companies.
Jay Snyder
Mr. Snyder has served as a member of the Board since June 2020. He is the Senior Vice President, Customer Strategy and Solutions at UiPath, an enterprise automation software company, where he leads business consulting, industries and value engineering. He joined UiPath in January 2021 after serving as Executive Vice President and Chief Customer Officer of New Relic, Inc., a software analysis platform provider. Prior to joining New Relic, Inc. in May 2020, he was Senior Vice President, Global Alliances, Service Providers and Industries of Dell Technologies, a digital technology solutions, products and services company, a position he held from May 2015. Previously, he served in various management positions at Dell Technologies, including Senior Vice President, Americas Global Services (January 2014 to June 2015), Chief Operating Officer, Americas Sales and Customer Operations (January 2013 to December 2014) and Area Vice President Sales,
Northern California (February 2008 to December 2012). He also served in various management positions at Dell Technologies’ predecessor entity, Dell EMC, including GM/Americas Sales Lead, EMC Consulting (2002-2008) and Director West Division; Channels, Alliances and Business Development (1999-2002), as well as at PeopleSoft, Inc., an enterprise software company (acquired by Oracle Corporation), including Director, Technology Alliances and Business Development (January 1999 to December 1999) and Manager, Strategic Services (February 1998 to December 1998). Mr. Snyder holds a Bachelor of Science, Economics and Finance from Bentley University.
Director Qualifications. We believe Mr. Snyder is qualified to serve as a member of our Board because of his extensive software operational experience as well as industry experience in customer service-oriented technology companies.
Director Nomination Process
Criteria and Diversity
Per our Corporate Governance Guidelines and the Charter for the Nominating Committee, the Nominating Committee determines, as appropriate, the desired qualifications, qualities, skills and other expertise required to be a director and recommends to the full Board criteria to be considered in selecting director nominees, including character, judgment, diversity, age, expertise, corporate experience, length of service and other commitments.
The Nominating Committee reviews on an annual basis, in the context of recommending a slate of directors for stockholder approval, the composition of the Board. In determining whether to recommend a director for re-election, the Nominating Committee considers the director’s character and integrity, past attendance at meetings, participation in and contributions to the activities of the Board and the Company, and ability to contribute to the diversity of experience and perspectives on the Board. The Nominating Committee assesses its effectiveness in this regard as part of its annual review of Board composition.
Stockholder Recommendations of Nominees
Per our Corporate Governance Guidelines, it is the policy of the Board that the Nominating Committee consider recommendations for candidates to the Board from stockholders. Stockholders may recommend director nominees for consideration by the Nominating Committee by writing to the Secretary of the Company at the address listed on the first page of this Proxy Statement and providing the information required in our Bylaws in the timeframes contemplated therein. Following verification of the stockholder status of the person submitting the recommendation, all properly submitted recommendations will be promptly brought to the attention of the Nominating Committee. The Nominating Committee does not formally distinguish between candidates recommended by stockholders and candidates recommended by other directors, management and others (including third-party search firms, which the Nominating Committee may retain from time to time). Stockholders who desire to nominate persons directly for election to the Board at the Company’s annual meeting of stockholders must meet the deadlines and other requirements set forth in our Bylaws.
Board of Directors Recommendation
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE CLASS I DIRECTOR NOMINEES IDENTIFIED ABOVE.
Vote Required
Directors are elected by a plurality of the votes present
in person(by virtual attendance) or represented by proxy at the Annual Meeting
constitute a quorum.Required Vote
The approval of the proposal to elect one director to serve as the Class A director on our Board requires the affirmative vote for the proposal by the holders of a majority of the then outstanding Ordinary Shares who, being present and entitled to votevote.
CORPORATE GOVERNANCE MATTERS
Board Structure
Our business affairs are managed under the direction of the Board. Our Board consists of eight members, six of whom qualify as independent within the meaning of the independent director guidelines of the Nasdaq Global Market (the “Nasdaq Global Market” or “Nasdaq”). Messrs. Ravin and Bonchristiano are not. For additional information, please see the disclosure under the heading “Board Determination of Independence,” below.
Per our Certificate of Incorporation, the Board is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring, as follows:
•The Class I directors are Margaret (Peggy) Taylor, Thomas Ashburn and Jack L. Acosta. The terms for Ms. Taylor and Mr. Acosta, who are nominated for re-election at the Annual Meeting, (in person or by proxy), vote at the Annual Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Annual Meeting.The approval of the proposal to ratify the selection of Marcum LLP as our independent registered public accounting firm requires the affirmative vote for the proposal by the holders of a majority of the then outstanding Ordinary Shares who, being present and entitled to voteexpire at the Annual Meeting, (in person or by proxy), vote at the Annual Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Annual Meeting.
Voting
You can vote your sharessubject to their re-election at the Annual Meeting by proxy or in person.
You can vote by proxy by having one or more individuals whofor a new term. Mr. Ashburn’s term will beexpire at the Annual Meeting, vote your sharesand he is not standing as a candidate for you. These individualsre-election.
•The Class II directors are called “proxies”Robin Murray and using them to cast your ballotAntonio Bonchristiano. Mr. Murray’s term will expire at the Annual Meeting is called voting “by proxy.”If you wish2022 annual meeting of stockholders. On April 15, 2021, Mr. Bonchristiano delivered written notice of his intent to vote by proxy, you must (i) completeresign from the enclosed form, called a “proxy card,”Board effective as of May 5, 2021.
•The Class III directors are Seth A. Ravin, Steve Capelli and mail it in the envelope provided or (ii) submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.If you complete the proxy cardJay Snyder, and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described above, youtheir terms will designate Andrew Fleiss and the Chairman of the Annual Meeting to act as your proxyexpire at the Annual Meeting. One2023 annual meeting of them will then vote your sharesstockholders.
Our Certificate of Incorporation and Bylaws provide that the number of directors, which is fixed at
the Annual Meeting in accordance with the instructions you have given them in the proxy card or voting instructions, as applicable, with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s) of the Annual Meeting.Alternatively, you can vote your shares in person by attending the Annual Meeting. You will be given a ballot at the Annual Meeting.
A special note for those who plan to attend the Annual Meeting and vote in person: if your shares are held in the name of a broker, bank or other nominee, you must bring a statement from your brokerage account or a letter from the person or entity in whose name the shares are registered indicating that you are the beneficial owner of those shareseight members as of the record date. In addition, youdate of this Proxy Statement, may be increased or decreased from time to time by a resolution of the Board. Per resolutions of the Board adopted on April 15, 2021, the size of the Board will not be able to vote atdecreased by one person as of the Annual Meeting unless you obtain a legal proxyeffective date and time of Mr. Bonchristiano’s previously-announced May 5, 2021 resignation from the record holder of your shares.
Our Board is asking for your proxy. Giving our Board your proxy means you authorize it to vote your shares at the Annual Meeting in the manner you direct. You may vote for or withhold your vote for the nominee or proposal or you may abstain from voting. All valid proxies receivedand again immediately prior to the commencement of the 2021 Annual Meeting of Stockholders, fixing the size of the Board at six members.
Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. Any increase or decrease in the number of directors generally will be voted. All shares represented by a proxydistributed among the three classes so that, as nearly as practicable, each class will be voted, and where a shareholder specifies by meansconsist of approximately one-third of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” the electiontotal number of directors. This classification of the nominee for Director, “FOR”Board may have the ratificationeffect of delaying or preventing changes in control of the selectionCompany.
There are no family relationships among any of Marcum LLP as our independent registered public accounting firm,directors, director nominees or executive officers.
Corporate Governance Guidelines
Our Board has adopted Corporate Governance Guidelines outlining the corporate governance policies pursuant to which the Board oversees the business and
strategy of the Company, addressing items such as the
proxy holders may determine in their discretion with respect to any other matters that may properly come before the Annual Meeting.Shareholders who have questions or need assistance in completing or submitting their proxy cards should contact our transfer agent, Continental Stock Transfer & Trust, at (917) 262-2373 or by sending a letter to 17 Battery Place, 8th Floor, New York, NY 10004.
Shareholders who hold their shares in “street name,” meaning the namequalifications and responsibilities of a broker or other nominee who is the record holder, must either direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at the Annual Meeting.
Revocability of Proxies
Any proxy may be revoked by the person giving it at any time before the polls close at the Annual Meeting. A proxy may be revoked by filing with Andrew Fleiss at GP Investments Acquisition Corp., 150 E. 52nd Street, Suite 5003, New York, NY 10022 either a written notice of revocation bearing a date later than the date of such proxy or a subsequent proxy relating to the same shares by attending the Annual Meeting and voting in person.
Simply attending the Annual Meeting will not constitute a revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.
Attendance at the Annual Meeting
Only holders of Ordinary Shares, their proxy holders and guests we may invite may attend the Annual Meeting. If you wish to attend the Annual Meeting in person but you hold your shares through someone else, such as a broker, you must bring proof of your ownership and identification with a photo at the Annual Meeting. For example, you may bring an account statement showing that you beneficially owned shares of GP Investments Acquisition Corp. as of the record date as acceptable proof of ownership. In addition, you must bring a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.
Solicitation of Proxies
The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the Annual Meeting, will be borne by our Sponsor. To the extent a business combination is consummated, our Sponsor may require that the Company reimburse it for such costs. There can be no assurances that we will complete a business combination.
Some banks and brokers have customers who beneficially own Ordinary Shares listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding Ordinary Shares is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly. The solicitation of proxies by mail may be supplemented by telephone, telegramdirector candidates and personal solicitation by officers, directors and other employeesthe specific oversight responsibilities of the Company, but no additional compensation will be paid to such individuals.
No Right of Appraisal
Neither Cayman Islands law nor our amended and restated memorandum and articles of association provide for appraisal or other similar rights for dissenting shareholders in connection with anyBoard. In November 2020, the Board, upon the recommendation of the proposalsNominating Committee, amended the Corporate Governance Guidelines to be voted upon atharmonize certain provisions with the Annual Meeting. Accordingly, our shareholders have no rightCompany’s Policies and Procedures to dissent and obtain payment for their shares.
Other Business
We are not currently aware of any businessCommunications to be acted upon atNon-Employee Directors, which was also amended in 2020 by the Annual Meeting other than the matters discussed in this proxy statement. The form of proxy accompanying this proxy statement confers discretionary authorityBoard upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Annual Meeting and with respect to any other matters which may properly come before the Annual Meeting. If other matters do properly come before the Annual Meeting, or at any adjournment(s)recommendation of the Annual Meeting, we expect that Ordinary Shares, represented by properly submitted proxies will be voted byNominating Committee (and is described further under the proxy holders in accordance with the recommendationsheading “Stockholder Communications” below). You can find a copy of our Board.
Principal Offices
Corporate Governance Guidelines on the “Investor Relations” subpage of our website.
Code of Business Conduct and Ethics
Our
principal executive offices are located at GP Investments Acquisition Corp., 150 E. 52nd Street, Suite 5003, New York, NY 10022. Our telephone number at such address is (212) 430-4340.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DirectorsBoard has adopted a Code of Business Conduct and Officers
TheEthics that applies to all of our employees, officers and directors, and executive officers of the Company are as follows:
Name | | Age | | Position |
Antonio Bonchristiano(1) | | 49 | | Chief Executive Officer; Chief Financial Officer (Principal Financial and Accounting Officer); Director |
Fersen Lamas Lambranho(1) | | 55 | | Chairman, Director |
Christopher Brotchie(2)(4) | | 71 | | Director |
Alexandre Hohagen(2)(4) | | 48 | | Director |
Fernando d’Ornellas Silva(3)(4) | | 59 | | Director |
| (1) | Class C director (to serve until the 2018 annual meeting of shareholders). |
| (2) | Class B director (to serve until the 2017 annual meeting of shareholders). |
| (3) | Class A director (to serve until the 2016 annual meeting of shareholders). |
| (4) | Member of the audit committee and member of the compensation committee. |
Antonio Bonchristiano
Mr. Bonchristiano has beenincluding our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and director since March 2015. Mr. Bonchristiano is also a memberother executive and senior financial officers. The purpose of the boardCode of Business Conduct and Ethics is to promote ethical conduct and deter wrongdoing. The policies outlined in the Code of Business Conduct and Ethics are designed to ensure that our employees, including our executive officers and members of the Board, act in accordance with not only the letter but also the spirit of the laws and regulations that apply to our business.
In late 2020, the Company’s Ethics & Compliance function was merged into a practice group of the Company’s in-house Legal Department, under the direct supervision of the Company’s Executive Vice President, Chief Legal Officer and Secretary. The Ethics & Compliance Practice Group is accountable for promoting, monitoring and enforcing the Company’s Code of Business Conduct and Ethics under the oversight of the Board.
You can find a copy of our Code of Business Conduct and Ethics, as well as other Company corporate governance and compliance policies, on the “Investor Relations” subpage of our website.
We will post amendments to or waivers from our Code of Business Conduct and Ethics with respect to directors and executive officers on our website within four business days of such amendment or waiver.
Board Leadership Structure
Our Corporate Governance Guidelines provide that at any time when the Chairman of the Board is not an independent director, the Board shall elect a “Lead Independent Director” in order to facilitate communications between Company management and non-employee directors. Because the Chairman of the Board, Mr. Ravin, also serves as our Chief Executive Officer,
of GP Investments. He joined GP Investments in 1993 andthe Board has
been a Managing Director since 1995. Prior to joining GP Investments, Mr. Bonchristiano was a Partner at Johnston Associates Inc., a finance consultancy based in London, and worked for Salomon Brothers Inc. in London and New York. Currently, he serves as a member of the board of directors of AMBEV, GP Advisors, and SPICE. Mr. Bonchristiano is also on the board of several non-profit organizations, including: Fundação Bienal and Fundação Estudar in São Paulo, Brazil and John Carter Brown Library in Providence, RI, USA. Previously, he served as a member of the boards of directors of several companies including BHG, Estácio, BR Properties, ALL, CEMAR, Gafisa, Submarino, Equatorial, BR Malls, Tempo and Magnesita Refratários. He was also previously the Chief Financial Officer of SuperMar Supermercados and Founder and Chief Executive Officer of Submarino. Mr. Bonchristiano holds a bachelor’s degree in Politics, Philosophy, and Economics from the University of Oxford. Mr. Bonchristiano is well qualifiedappointed Ms. Taylor to serve as
a director due to his extensive experience in private equity, numerous directorship roles and financial expertise.
Fersen Lamas Lambranho
Mr. Lambranho has been the Chairman ofits Lead Independent Director. As Lead Independent Director, Ms. Taylor communicates with our Board since March 2015. He is also a member of the board and Chairman of GP Investments. He joined the firm in 1998 and became a Managing Director in 1999. Prior to joining GP, Mr. Lambranho was CEO of Lojas Americanas, where he worked for 12 years and was a board member from 1998 to 2003. Currently, he is Vice-Chairman of the Board of Magnesita. He has served as chairman of the boards of LBR, Oi, Contax, Gafisa and ABC Supermercados. Mr. Lambranho serves on the boards of Centauro, BRZ Investimentos and GP Advisors. He previously served on the board of several companies, including BRMalls, San Antonio, Estácio, Tele Norte Leste Participações, São Carlos Empreendimentos e Participações, Farmasa, BR Properties and Americanas.com. He is a board member of several non-profit entities, such as Fundação Bienal de São Paulo and COPPEAD-UFRJ. Mr. Lambranho holds a bachelor’s degree in civil engineering from the Universidade Federal do Rio de Janeiro and a Msc degree in business administration from COPPEAD-UFRJ. He also completed the Owner President Management Program at the Harvard Business School. Mr. Lambranho’s education, investment experience and experience serving on boards make him an ideal candidate to be the Chairman of our board of directors.
Christopher Brotchie
Mr. Brotchie has been a member of our Board since May 2015. He serves as a Director on the Boards of Baring Private Equity International Ltd, Baring Private Equity Group Ltd, SWICORP Ltd (Riyadh), Firmdale Hotel Holdings Ltd (London) and Bolero International Ltd (London). He is a member of the Investment Committees of Baring Vostok Capital Partners (Moscow), ICentis Capital (Warsaw) and Intaj II (MENA) private equity funds. He is a member of the Advisory Council’s of Baring Private Equity Partners Asia (Hong Kong), GP Investments, Ltd., ICentis Capital (Warsaw), Triton Capital Partners (Frankfurt & Stockholm) and the Pacific Pensions Institute (San Francisco). Mr. Brotchie’s private equity career started in 1986 when he joined Baring Private Equity Partners in Germany. As a Senior Partner, he was responsible for starting Baring Private Equity’s businesses first in Germany (1986 to 1995) and Asia (1995 to 2000) based in Singapore. After 18 years with the firm, he retired in March 2004 as Chief Executive Officer of the Baring Private Equity Partners Group and Member of the Management Council of the ING Group. He holds a Bachelor of Technology degree, with honours from Brunel University and is a Chartered Engineer. He is a winner of the Society of British Aerospace Companies John de Havilland Award and Fellow of the Royal Society of Arts. Mr. Brotchie is well qualified to serve as a director due to his expansive career in private equity, business contacts and financial acumen.
Alexandre Hohagen
Mr. Hohagen has been a member of our Board since December 2015. Mr. Hohagen is an investor and board advisor with more than 20 years of experience in technology and media in Latin America and United States Hispanics. Until June 2015, Mr. Hohagen was the Vice President for Facebook in Latin America & United States Hispanics, a position he held since February 2011. Before Facebook, Mr. Hohagen was responsible for initiating Google’s operations in the Latin America. Between 2005 and 2011, Mr. Hohagen led Google’s operations in more than 20 countries in Latin America. Mr. Hohagen also previously held the position of Head of Global Sales in the U.S. and vice president of advertising and e-commerce for UOL (Universo Online). He was also previously General Manager for HBO in Brazil, where he led the commercial area of the premium channels (HBO, Warner). Mr. Hohagen previously worked for Dow Chemical Company, Boehringer Ingelheim and ABN Amro Bank. Mr. Hohagen serves on the board of directors of Estácio Participações S.A. Mr. Hohagen has a degree in journalism and advertising from FIAM, a master’s degree in Human Resources from University of Sao Paulo and has attended people management courses at IMD (Switzerland), FGV (Brazil) and IIHR (Netherlands). Mr. Hohagen is well qualified to serve as a director due to his leadership experience and business acumen.
Fernando d’Ornellas Silva
Mr. d’Ornellas Silva has been a member of our Board since May 2015. He currently serves as a Director on the Boards of Meliá Hotels International SA and Dinamia Capital Privado SCR SA, and on the Supervisory Board of Willis Iberia. Mr. d’Ornellas is an advisor for Spain and Latam of Mitsubishi Corporation and a senior advisor of Spain and Latam for Lazard. Mr. d’Ornellas Silva was previously employed as Chairman by Berge Automoción, he was also the Managing Director of Bergé Group until 2012. He has also held the positions of Deputy Financial Manager of Johnson & Johnson Spain, Financial Director of Toyota Spain and Managing Director of Chrysler Spain. Mr. d’Ornellas was also Vice Chairman for Skberge Latinoamérica and of Mitsubishi Motors Chile, and Chairman of Mitsubishi Motors Peru, KIA Argentina, Peru and Portugal, Chrysler Colombia and Chry Portugal. He has also served on the boards of Endesa S.A. and Endesa Chile. Mr. d’Ornellas was a Vice Chairman of the Spanish Import Automobile Association, and a member of the Business Councils Spain-China, Spain-Japan. He is also a member of the International Advisory Board of the Hispanic Society of America. Mr. d’Ornellas graduated in Law and Economics from Madrid’s Universidad Pontificia Comillas (ICADE E-3) and holds an MBA from IESE (International Section). Mr. d’Ornellas is well qualified to serve as a director due to his leadership experience, financial expertise and his extensive business acumen.
Corporate Governance
Number and Terms of Office of Officers and Directors
We have five directors. Our Board is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. The term of office of the first class of directors, consisting of Mr. d’Ornellas Silva, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Mr. Brotchie and Mr. Hohagen, will expire at the second annual meeting of shareholders. The term of office of the third class of directors, consisting of Mr. Bonchristiano and Mr. Lambranho, will expire at the third annual meeting of shareholders.
Our officers are appointed by our Board and serve at the discretion of our Board, rather than for specific terms of office. Our Board is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers shall consist of a Chief Executive Officer and a Secretary, and may consist of a Chairman of the Board Viceregarding feedback from executive sessions of the non-employee and/or independent directors, for which she is responsible for scheduling, preparing the agendas and chairing. She also serves as a liaison between members of our executive management and our non-employee and/or independent directors, disseminating information to the rest of the Board in a timely manner and raising issues with management on behalf of the non-employee and/or independent directors when appropriate.
As Chairman of the Board, one Mr. Ravin is directly responsible for Board management, in particular by chairing Board meetings, providing input on the agendas for Board and Board committee meetings, evaluating the membership and chairs for Board committees and the effectiveness of the committees, and encouraging the Company’s non-employee and/or more Presidents,independent directors to meet regularly without management present.
The Board believes that this structure is currently appropriate for the Company as it permits our Chief Executive Officer to speak for and lead the Company and Board while also providing for effective oversight and independent leadership by an independent director.
Board Determination of Independence
Our Board has reviewed and analyzed the independence of each director, including each of the two Class I director nominees. The purpose of the review was to consider whether any particular relationships or transactions involving directors or their affiliates or immediate family members (i) were inconsistent with a
Chief Financial Officer,determination that a
Treasurer, Vice Presidents, oneparticular director is independent for purposes of serving on the Board and its committees or
more Assistant Vice Presidents, one(ii) could compromise his or
more Assistant Treasurers, oneher ability to exercise independent judgment in carrying out his or
more Assistant Secretariesher responsibilities. During this review, the Board examined whether there were any transactions and/or relationships between directors or their affiliates or immediate family members and
the Company and the substance of any such
other officers as may be determined by our Board.Director Independence
NASDAQtransactions or relationships. They also specifically considered each of the transactions identified under the heading “Related Person Transactions” below.
The Company’s common stock is listed on the Nasdaq Global Market. Under Nasdaq listing standards, require thatindependent directors must comprise a majority of our Boarda listed company’s board of directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s Audit, Compensation and Nominating Committees be independent. AnUnder Nasdaq rules, a director will only qualify as an “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship whichif, in the opinion of the company’s board of directors,Board, that person does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Compensation Committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act
In order to be considered independent for purposes of Rule 10A-3 and Rule 10C-1, a member of an Audit Committee or a Compensation Committee of a listed company generally may not, other than in his or her capacity as a member of the committee, the Board, or any other Board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.
Following its most recent independence review, which was conducted in connection with the preparation of this Proxy Statement, the Board determined that Ms. Taylor and Messrs. Acosta, Ashburn, Capelli, Murray and Snyder, representing six of the Company’s current eight directors and all of the members of the Audit, Compensation and Nominating Committees, are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Global Market. Mr. Andrew Fleiss, who served on the Board prior to the end of his term as a director in June 2020, was determined in 2020 to have been independent during his term of service as a director.
Board of Director Meetings and Attendance; Annual Meeting Attendance
The Board holds regularly scheduled board meetings quarterly, and typically each Board committee meets separately in connection with these meetings. Prior to the temporary closure of the Company’s offices worldwide as a result of the COVID-19 pandemic, these regularly scheduled quarterly Board and committee meetings were held in-person; the Company expects to resume this practice once permitted by local authorities and the Company’s criteria and conditions to ensure the health and safety of attendees are satisfied. The Board and each committee hold videoconference meetings in between quarterly meetings as needed. In 2020, the Board held 10 meetings (one jointly held with each of the Board committees and one jointly held with the Audit Committee); the Audit Committee held six meetings (one jointly held with the full Board and each of the Board committees and one jointly held with the full Board); the Compensation Committee held five meetings (one jointly held with the full Board and each of the Board committees); and the Nominating Committee held five meetings (one jointly held with the full Board and each of the Board committees). Each director attended at least 75% of the total number of Board meetings and meetings of the committees on which he or she served during 2020.
Information about director attendance at annual stockholders’ meetings can be found on the “Investor Relations” subpage of our website.
Stockholder Communications
While the Board believes that management speaks for the Company, the Board acknowledges that individual Board members may, from time to time, communicate with various constituencies that are involved with the Company, but it is expected that Board members would do this with the knowledge of management and, in most cases, only at the request of management. The Board believes that matters pertaining to the Company’s general business operations, current and future financial results, strategic direction and similar matters are most appropriately addressed by management. The Board expects that management will provide regular updates to investors regarding the Company’s business strategy and performance. The Board also believes that the ability of the Company’s stockholders to send communications to the Board is an important part of the Company’s corporate governance process. In cases where stockholders wish to send a communication to our non-employee directors, messages can be sent to our Vice President, Investor Relations at: IR@riministreet.com in accordance with the procedures outlined in our “Policies and Procedures for Stockholder Communications to Independent Directors (our “Stockholder Communications Policy”), a copy of which appears on the “Investor Relations” subpage of our website.
In accordance with our Stockholder Communications Policy, our Vice President, Investor Relations reviews all incoming stockholder communications and, if appropriate (i.e., the communication is not part of a mass mailing, a product complaint or inquiry, job inquiry or business solicitation and is not patently offensive or otherwise inappropriate material), after coordinating with the Company’s Executive Vice President, Chief Legal Officer and Corporate Secretary and the Lead Independent Director, routes such communications to the appropriate member(s) of the Board or, if none is specified, to the Chairman of the Board. As applicable, the Vice President, Investor Relations will refer good faith allegations of questionable accounting, internal controls, or auditing matters, fraudulent financial information of violations of law within the scope of the Company’s Policy Regarding Reporting of Accounting, Auditing and Other Matters (available on the “Investor Relations” subpage of our website) for handling in accordance with such policy. The Vice President, Investor Relations reports to the Nominating Committee on a periodic basis regarding all stockholder requests to communicate directly with our non-employee directors and the Company’s response.
Our Stockholder Communications Policy is administered by the Nominating Committee. This procedure does not apply to (a) communications to non-management directors from officers or directors of the Company who are also stockholders, or (b) stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.
Committees of the Board of Directors
Under our Bylaws, the Board has the authority to appoint committees, and, accordingly, has appointed the Audit Committee, the Compensation Committee, and the Nominating Committee, each of which has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by the Board.
Audit Committee
The Audit Committee is comprised of Messrs. Acosta (Chair) and Capelli and Ms. Taylor. Our Board has determined that
Fersen Lamas Lambranho, Christopher Brotchie, Fernando d’Ornellas Silva and Alexandre Hohagen are “independent directors” as defined ineach of the
NASDAQ listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.Executive Officer and Director Compensation
Other than as described below, none of GPIA’s executive officers or directors has received any cash compensation for services rendered on behalf of GPIA to date. GPIA is not party to any agreements with its executive officers and directors that provide for benefits upon termination of employment or service.
After the completion of our business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, toAudit Committee satisfies the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of a proposed business combination, because the directors of the post-combination business will be responsiblerequirements for determining executiveindependence and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
Committees of our Board
Our Board has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception,financial literacy under the rules of NASDAQthe Nasdaq Global Market and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) require that the audit committeeSEC and compensation committee of a listed company be comprised solely of independent directors. Although, we do not believe a compensation committee is necessary prior to our business combination as there will be no salary, fees, or other compensation being paid to our officers or directors prior to our business combination other than as disclosed in the prospectus, dated May 19, 2015, associated with our initial public offering (“Initial Public Offering”) on a registration statement filed with the Securities and Exchange Commission on Form S-1 (File No. 333-203500) that became effective on May 19, 2015, we have established one in order to comply with NASDAQ listing standards.
Audit Committee
We established an audit committee of our Board in connection with our Initial Public Offering. Mr. Brotchie, Mr. d’Ornellas and Mr. Hohagen serve as members of our audit committee. Under the NASDAQ listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Mr. Brotchie, Mr. d’Ornellas and Mr. Hohagen are independent.
Each member of the audit committee is financially literate and our Board has further determined that Mr. BrotchieAcosta qualifies as an “audit committee financial
expert” as defined
inby applicable SEC
rules.Responsibilitiesrulemaking and satisfies the financial sophistication requirements of the audit committee include:
| · | the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |
| · | pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
| · | reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; |
| · | setting clear hiring policies for employees or former employees of the independent auditors; |
| · | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
| · | obtaining a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
| · | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
| · | reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
A copy of our audit committee charterNasdaq Global Market. The Audit Committee is available, free of charge, from the Company by writing to the Company’s Chairman, Fersen Lamas Lambranho, c/o GP Investments Acquisition Corp.., 150 E. 52nd Street, Suite 5003, New York, NY 10022. We have attached a copy of our audit committee charter as Exhibit A to this proxy statement.
Compensation Committee
We established a compensation committee of our Board in connection with our Initial Public Offering. The members of our compensation committee are Mr. Brotchie, Mr. d’Ornellas, and Mr. Hohagen, who serves as chairman of the compensation committee. We adopted a compensation committee charter, which details the principal functions of the compensation committee, including:
| · | reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation; |
| · | reviewing and approving the compensation of all of our other executive officers; |
| · | reviewing our executive compensation policies and plans; |
| · | implementing and administering our incentive compensation equity-based remuneration plans; |
| · | assisting management in complying with our proxy statement and annual report disclosure requirements; |
| · | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
| · | producing a report on executive compensation to be included in our annual proxy statement; and |
| · | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for, the appointment, compensationamong other things:
•selecting and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee is required to consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.A copy of our compensation committee charter is available, free of charge, from the Company by writing to the Company’s Chairman, Fersen Lamas Lambranho, c/o GP Investments Acquisition Corp.., 150 E. 52nd Street, Suite 5003, New York, NY 10022. We have attached a copy of our compensation committee charter as Exhibit B to this proxy statement.
Committee Membership, Meetings and Attendance
We currently have the following standing committees: an audit committee and a compensation committee. Each of the standing committees of our Board is comprised entirely of independent directors.
During the period from January 28, 2015 (inception) through December 31, 2015:
| · | our Board held five meetings; |
| · | our audit committee held four meetings; and |
| · | our compensation committee did not hold a meeting. |
Each of our incumbent directors attended or participated in at least 75% of the meetings of our Board and the respective committees of which he is a member held during the period such incumbent director was a director during the period from January 28, 2015 (inception) through December 31, 2015.
We encourage all of our directors to attend our annual meetings of shareholders. This Annual Meeting will be our first annual meeting of shareholders.
Director Nominations
We do not have a standing nominating committee. In accordance with Rule 5605(e)(2) of the NASDAQ Rules, a majority of the independent directors may recommend a director nominee for selection by our Board. Our Board believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who shall participate in the consideration and recommendation of director nominees are Mr. Brotchie, Mr. d’Ornellas and Mr. Hohagen. In accordance with Rule 5605(e)(1)(A) of the NASDAQ Rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.
The Board will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Our shareholders that wish to nominate a director for election to our Board should follow the procedures set forth in Article 19 of our amended and restated memorandum and articles of association.
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom and the ability to represent the best interests of our shareholders.
Code of Ethics and Audit and Compensation Committee Charters
We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics and our audit and compensation committee charters as exhibits to the registration statement associated with our Initial Public Offering. You can review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
Audit Committee Report
Our audit committee has reviewed and discussed our audited financial statements with management, and has discussed withhiring our independent registered public accounting firmfirm;
•supervising and evaluating the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No. 16, “Communications with Audit Committees,” referred to as PCAOB Audit Standard No. 16. Additionally, our audit committee has received the written disclosuresperformance and the letter fromindependence of our independent registered public accounting firm, as requiredfirm;
•approving the audit and audit fees and pre-approving any non-audit services to be performed by the applicable requirements of the PCAOB,our independent registered public accounting firm;
•reviewing our financial statements and has discussedrelated disclosures and reviewing our critical accounting policies and practices;
•reviewing and discussing with management and the independent registered public accounting firm the independent registered public accounting firm’s independence. Based upon such reviewresults of our annual audit, the quarterly reviews of our financial statements, and discussion, our audit committee recommended to our Boardpublicly filed reports;
•preparing the Audit Committee Report that the audited financial statements for the years ended December 31, 2014 and December 31, 2015 be includedSEC requires in our annual report on Form 10-K forproxy statement;
•reviewing the last fiscal year for filing with the SEC.Submitted by:
Audit Committee of the Board of Directors
Christopher Brotchie
Fernando d’Ornellas Silva
Alexandre Hohagen
Involvement in Certain Legal Proceedings
To the knowledge of the Company, during the last ten years, none of the Company’s directors, executive officersadequacy and nominees has:
| · | had a petition filed under the bankruptcy or insolvency laws, or had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in respect of a company in which the director, executive officer or nominee of the Company was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; |
| · | been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses; |
| · | been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; |
| · | been found by a court of competent jurisdiction in a civil action, the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated; or |
| · | been the subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity(as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Material Proceedings
There are no material proceedings to which any director or executive officer of the Company or any of their respective associates is a party adverse to the Company or its subsidiaries or has a material interest adverse to the Company or its subsidiaries.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our officers, directors and persons who own more than ten percent of a registered classeffectiveness of our equity securities to file reports of ownershipinternal control policies and changes in ownership with the SEC. Officers, directorsprocedures and ten percent shareholders are require by regulation to furnish us with copies of all Section 16(a) forms that they file. Based solely on a review of the copies of such forms furnished to us, or written representations that no Forms 5 were required, we believe that, during the period from January 28, 2015 (inception) through December 31, 2015, all Section 16(a) filing requirements applicable to our executive officersdisclosure controls and directors were complied with.
Procedures for Contacting Directors
Our Board has established a process for shareholders to send communications to our Board. Shareholders may communicate with our Board generally or a specific director at any time by writing to the Company’s Chairman, Fersen Lamas Lambranho, c/o GP Investments Acquisition Corp.., 150 E. 52nd Street, Suite 5003, New York, NY 10022. We review all messages received, and forward any message that reasonably appears to be a communication from a shareholder about a matter of shareholder interest that is intended for communication to our Board. Communications are sent as soon as practicable to the director to whom they are addressed, or if addressed to our Board generally, to the chairman of our Board. Because other appropriate avenues of communication exist for matters that are not of shareholder interest, such as general business complaints or employee grievances, communications that do not relate to matters of shareholder interest are not forwarded to our Board.
Conflicts of Interest
Under Cayman Islands law, directors and officers owe the following fiduciary duties:
| · | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
| · | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
| · | directors should not improperly fetter the exercise of future discretion; |
| · | duty to exercise powers fairly as between different sections of shareholders; |
| · | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
| · | duty to exercise independent judgment. |
In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has.
As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.
Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. Furthermore, each of our officers and directors has pre-existing fiduciary obligations to other businesses of which they are officers or directors. To the extent they identify business opportunities which may be suitable for the entities to which they owe pre-existing fiduciary obligations, our officers and directors will honor those fiduciary obligations, subject to their fiduciary duties under Cayman Islands law.
After our business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
You should also be aware of the following other potential conflicts of interest:
| · | Each of our officers and directors has agreed not to participate in the formation of, or become an officer or director of, any other blank check company unless we have failed to complete our business combination within the required timeframe. Such restriction does not preclude our Sponsor from pursuing limited partnership interests in asset management companies. |
| · | None of our officers or directors is required to commit any specific minimum amount of time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. |
| · | In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
| · | Our Sponsor purchased Ordinary Shares in a private placement prior to our Initial Public Offering (the “Founder Shares”). Our Sponsor also purchased warrants in a private placement (the “Private Placement Warrants”) that closed simultaneously with the closing of our Initial Public Offering. Our Sponsor has agreed to waive its redemption rights with respect to its Founder Shares and Public Shares in connection with the consummation of our business combination. Additionally, our Sponsor has agreed to waive its redemption rights with respect to its Founder Shares if we fail to consummate our business combination within 24 months after the closing of our Initial Public Offering. If we do not complete our business combination within such applicable time period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of our Public Shares, and the Private Placement Warrants will expire worthless. On May 19, 2015, the Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, these shares will not be transferred, assigned or sold until released from escrow on the date that is one year after the date of the consummation of our business combination or earlier if, subsequent to our business combination, (i) the last sale price of our Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our business combination or (ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. With certain limited exceptions, the Warrants and the Ordinary Shares underlying such Warrants will not be transferable, assignable or saleable until 30 days after the completion of our business combination. Accordingly, our officers and directors who directly or indirectly own Founder Shares or Private Placement Warrants may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our business combination. |
| · | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our business combination. |
The conflicts described above may not be resolved in our favor.
Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:
Individual | | Entity | | Entity’s Business | | Affiliation |
Antonio Bonchristiano
| | GP Investments, including certain affiliates | | Investment Firm | | CEO, Director |
| | GP Advisors | | Investment Manager | | Director |
| | AMBEV | | Brewing Company | | Director |
| | | | | | |
Fersen Lamas Lambranho | | GP Investments, including certain affiliates | | Investment Firm | | CEO, Chairman |
| | Centauro | | Sporting Goods Retailer | | Director |
| | BRZ Investimentos | | Asset Management | | Director |
| | GP Advisors | | Investment Manager | | Director |
| | Magnesita | | Mining and Production of Refractory Materials | | Director, Chairman |
| | SPICE Private Equity Ltd. | | Private Equity and Venture Capital Firm | | Director |
| | | | | | |
Christopher Brotchie | | BPEP International Ltd., UK | | Private Equity and Venture Capital Firm | | Director |
| | Baring Private Equity Group Ltd., UK | | Private Equity and Venture Capital Firm | | Director |
| | SWICORP Company, Saudi Arabia | | Private Equity and Asset Management | | Director |
| | Firmdale Holdings Ltd., UK | | Hotel Group | | Director |
| | Bolero International Ltd., UK | | Cloud-based Financial Software | | Director |
| | Bolero Net Ltd, UK | | Financial Software | | Director |
| | Laurel House Advisors Ltd, UK | | Strategic Advisory Services | | Director |
| | Hollybau GmbH, Germany | | Strategic Advisory Services | | Co-Managing Director |
| | GP Investments Ltd., Bermuda | | Private Equity | | Advisory Board Chairman |
| | SPICE Private Equity Ltd. | | Private Equity and Venture Capital Firm | | Chairman |
| | Baring Vostok Funds Guernsey | | Private Equity Funds | | Director and Member of Investment Committee |
| | Intaj II, Tunisia | | Private Equity Funds | | Independent Member of Investment Committee |
| | | | | | |
Fernando d’Ornellas Silva | | Melia Hotels International | | Hotel Group | | Director |
| | Dinamia | | Private Equity Investment Firm | | Director |
| | Lazard | | Asset Management | | Senior Advisor, Spain and Latam |
| | Mitsubishi Corporation | | Automobile Manufacturer | | Advisor for Spain and Latam |
| | Willis Iberia | | Risk Advisors and Insurance Consultants | | Member of Supervisory Board. |
| | | | | | |
Alexandre Hohagen | | Nobox | | Digital Marketing | | Chief Executive Officer |
An affiliate of GP Investments may include a portfolio company in which GP Investments is invested, directly or indirectly, through its investment company or by a fund managed by GP Investments. The portfolio companies noted above include SPICE, Magnesita and Centauro. SPICE Private Equity Ltd. is a private equity and venture capital firm specializing in fund of funds and direct investments. Magnesita is a Brazilian company devoted to mining, production and marketing of a broad range of refractory materials. Centauro is the largest chain of sporting goods retailers in Latin America. The other entities are affiliates of GP Investments. GP Advisors is an investment manager which searches for private equity opportunities mostly in Asia, Africa and Latin America. BRZ Investimentos is one of the largest independent asset management firms for institutional investors in Brazil and is focused primarily on investments in Brazil.
We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to complete our business combination because we are focused on identifying and completing a business combination with one or more businesses in the United States or Europe that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the business combination, whereas the other entities controlled by GP Investments which our executive officers and directors currently have fiduciary duties or contractual obligations to either (i) are not seeking transactions with businesses outside of emerging markets, or (ii) do not have the financial capacity or mandate to engage in a business combination transaction having the fair market value required for our business combination. To further minimize conflicts of interest, we have agreed with GP Investments that, directly or indirectly through its affiliates, it will only pursue transactions in the United States or Europe that (i) focus on liquid minority stakes not representing more than five percent of the total outstanding shares of the any target company, therefore being treated as financial investments instead of a relevant equity investment or (ii) involve asset management firms, listed investment companies and insurance and reinsurance underwriters and brokers.
Limitation on Liability and Indemnification of Officers and Directors
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
We have no compensation plans under which equity securities are authorized for issuance.
The following table sets forth information regarding the beneficial ownership of Ordinary Shares as of December 2, 2016 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:
| · | each person known by us to be the beneficial owner of more than 5% of the 21,562,500 outstanding Ordinary Shares; |
| · | each of our executive officers and directors that beneficially owns Ordinary Shares; and |
| · | all our executive officers and directors as a group. |
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these warrants are not exercisable within 60 days of the date of December 2, 2016.
| | | Beneficial Ownership of Ordinary Shares | |
Name and Address of Beneficial Owner(1) | | Number | | | Percent of Class | |
| GPIAC, LLC(2) | | | 4,252,500 | | | | 19.7 | % |
| Polar Asset Management Partners Inc.(3) | | | 2,247,334 | | | | 10.4 | % |
| Davidson Kempner Capital Management LP(4) | | | 1,400,000 | | | | 6.5 | % |
| TD Asset Management Inc.(5) | | | 1,380,800 | | | | 6.4 | % |
| Arrowgrass Capital Partners (US) LP(6) | | | 1,312,500 | | | | 6.1 | % |
| Silver Rock Financial GP LLC(7) | | | 1,250,000 | | | | 5.8 | % |
| | | | | | | | | |
| Current Directors and Executive Officers: | | | | | | | | |
| Christopher Brotchie(8) | | | 20,000 | | | | * | |
| Fernando d’Ornellas Silva(8) | | | 20,000 | | | | * | |
| Alexandre Hohagen(9) | | | 20,000 | | | | * | |
| Antonio Bonchristiano | | | — | | | | — | |
| Fersen Lamas Lambranho | | | — | | | | — | |
| All directors and executive officers as a group (5 individuals) | | | 60,000 | | | | 0.3 | % |
| (1) | This table is based on 21,562,500 Ordinary Shares outstanding as of December 2, 2016. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed above has sole voting and investment power with respect to such shares. Unless otherwise indicated, the business address of each of the directors and executive officers in this table is 150 E. 52nd Street, Suite 5003, New York, New York 10022. |
| (2) | Our Sponsor is GPIA, Ltd. The sole member of GPIAC, LLC is GPIC, Ltd. Mr. Alvario Lopes da Silva Neto is an officer of our Sponsor and has sole voting and investment power over the shares held by our Sponsor. GPIAC, LLC is controlled by GP Investments. Accordingly each of the foregoing entities and persons may be deemed to share beneficial ownership of such Ordinary Shares. The business address of GPIAC, LLC is 4001 Kennett Pike, Suite 302, Wilmington, Delaware 19807. The business address of GP Investments and our Sponsor is 129 Front Street HM12, Suite 4, Penthouse, Hamilton, Bermuda. The business address of Mr. Alvaro Lopes da Silva Neto is 150 E 52nd Street, Suite 5003, New York, NY 10022. Information regarding this beneficial owner is furnished in reliance upon its Schedule 13G filed with the SEC on February 5, 2016. |
| (3) | The business address of Polar Asset Management Partners Inc. is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4. Information regarding this beneficial owner is furnished in reliance upon its Schedule 13G filed with the SEC on June 10, 2016. |
| (4) | Each of Davidson Kempner Partners, Davidson Kempner Institutional Partners, L.P., Davidson Kempner International, Ltd., Davidson Kempner Capital Management LP, Thomas L. Kempner and Jr., Robert J. Brivio, Jr. may be deemed to share beneficial ownership of some or all of such Ordinary Shares. Thomas L. Kempner, Jr. and Robert J. Brivio, Jr., through Davidson Kempner Capital Management L.P., are responsible for the voting and investment decisions relating to the securities held by Davidson Kempner Partners, Davidson Kempner Institutional Partners, L.P. and DKIP and Davidson Kempner International, Ltd. The business address of the foregoing entities and individuals is 520 Madison Avenue, 30th Floor, New York, NY 10022. Information regarding this beneficial owner is furnished in reliance upon its Schedule 13G filed with the SEC on June 1, 2015. |
| (5) | TD Asset Management Inc. beneficially owns 1,378,900 Ordinary Shares and TDAM USA Inc. beneficially owns 1,900 Ordinary Shares, collectively they may be deemed to beneficially own 1,380,800 Ordinary Shares. The business address of TD Asset Management Inc. and TDAM USA Inc. is 161 Bay Street, 35th Floor, Toronto, Ontario M5J 2T2. Information regarding this beneficial owner is furnished in reliance upon its Schedule 13G filed with the SEC on February 8, 2016. |
| (6) | The business address of Arrowgrass Capital Partners (US) LP. is 1330 Avenue of the Americas, 32nd Floor, New York, NY 10019. Arrowgrass Capital Services (US) Inc. serves as the general partner of Arrowgrass Capital Partners (US) LP. Information regarding this beneficial owner is furnished in reliance upon its Schedule 13G filed with the SEC on February 16, 2016. |
| (7) | Silver Rock Financial LP (“SRF-LP”) has the exclusive power to vote and dispose of the 1,250,000 Ordinary Shares of GPIA referred to above. Mr. Carl Meyer is the sole member of Silver Rock Financial GP LLC (“SRF-GP”) and, as a result, controls the investment activities of SRF-GP and SRF-LP. The business address of the foregoing entities and individuals is 1250 Fourth Street, Suite 550, Santa Monica, CA 90401. Information regarding this beneficial owner is furnished in reliance upon its Schedule 13G filed with the SEC on June 21, 2016. |
| (8) | Based on information contained in a Form 3 filed on May 19, 2015. |
| (9) | Based on information contained in a Form 3 filed on December 28, 2015. |
Transfers of Founder Shares and Private Placement Warrants
Following the Initial Public Offering, the Founder Shares and Private Placement Warrants were placed into a segregated escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow agent pursuant to an escrow agreement between the Company, our Sponsor and the holders of the Founder Shares and Private Placement Warrants, and the escrow agent. While in escrow, such securities may not be sold, transferred or disposed of during the escrow period applicable to such securities. The applicable escrow period for the Founder Shares is the earlier of (x) one year after the completion of our business combination or earlier if, subsequent to our business combination, the last sale price of our Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our business combination that results in all of our shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.
The applicable escrow period for the private placement warrants is 30 days following the completion of our business combination.
Additionally, in the event of (i) our liquidation prior to the completion of our business combination or (ii) the completion of a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to our completion of our business combination, the escrow period shall terminate. However, such securities may be transferred within the escrow to certain permitted transferees. Permitted transfers include: (a) transfers to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our Sponsor or their affiliates, or any affiliates of our Sponsor, (b) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the securities were originally purchased; (f) transfers by virtue of the laws of Bermuda or our Sponsor’s limited liability company agreement upon dissolution of our Sponsor; (g) transfers in the event of our liquidation prior to our completion of an business combination; and (h) in the event of our completion of a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to our completion of our business combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.
Private Placement Warrants
Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 6,062,500 Private Placement Warrants at a purchase price of $1.00 per warrant in a private placement. Each Private Placement Warrant is exercisable to purchase one Ordinary Share at $11.50 per share. The proceeds from the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in a trust account with Continental Stock Transfer & Company acting as trustee (the “Trust Account”). If the Company does not complete a business combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions with respect to the Private Placement Warrants.
Registration Rights
The holders of the Founder Shares, private placement warrants and warrants that may be issued upon conversion of Working Capital Loans (as defined below) (and any Ordinary Shares issuable upon the exercise of the private placement warrant and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement entered into as of May 19, 2015, among the Company, the Sponsor and GPIAC, LLC, a company whose sole member is the Sponsor and the other parties thereto, which we will refer to as the “registration rights agreement”. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (a) in the case of the Founder Shares, one year after the date of the consummation of our business combination or earlier if, subsequent to our business combination, (i) the last sale price of our Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our business combination or (ii) we consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; and (b) in the case of the private placement warrants and the respective Ordinary Shares underlying such warrants, 30 days after the completion of our business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
In connection with our Sponsor’s equity commitment, the Company, our Sponsor and GPIAC, LLC agreed that the securities issued to our Sponsor upon the funding of its equity commitment will be deemed “Registrable Securities” under the registration rights agreement and the Company, our Sponsor and GPIAC, LLC agree to take all such actions as may be necessary to amend the registration rights as of the funding of the commitment to memorialize such treatment.
Promissory Note
The Company entered into a promissory note with the Sponsor, pursuant to which the Sponsor loaned the Company $100,000 (“Promissory Note”) to be used for the payment of costs associated with the Initial Public Offering. The Promissory Note was non-interest bearing, unsecured and due on the earlier of December 31, 2015 or the closing of the Initial Public Offering. The Promissory Note was repaid upon the consummation of the Initial Public Offering.
In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $1,000,000 of Working Capital Loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. The terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
On March 2, 2015, the Company issued 4,312,500 Ordinary Shares to GPIAC, LLC, a company whose sole member is the Sponsor, for an aggregate purchase price of $25,000. The 4,312,500 Founder Shares included an aggregate of up to 562,500 shares subject to forfeiture by the initial shareholders (or their permitted transferees) on a pro rata basis depending on the extent to which the underwriter’s over-allotment was exercised. As a result of the underwriter’s election to exercise its full over-allotment option to purchase 2,250,000 Units on May 26, 2015, 562,500 Founder Shares were no longer subject to forfeiture. The Founder Shares are identical to the Public Shares included in the Units sold in the Initial Public Offering, except that (1) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, and (2) the initial shareholders have agreed (i) to waive their redemption rights with respect to the Founder Shares and Public Shares purchased during or after the Initial Public Offering in connection with the completion of a business combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a business combination within the Combination Period.
Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 6,062,500 Private Placement Warrants at a purchase price of $1.00 per warrant in a private placement. Each Private Placement Warrant is exercisable to purchase one Ordinary Share at $11.50 per share. The proceeds from the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a business combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions with respect to the Private Placement Warrants.
Commencing on May 19, 2015, the Company agreed to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities, secretarial support and general and administrative services. For the period ended December 31, 2015, the Company incurred $80,000 of administrative service fees, of which $10,000 is payable and included in accounts payable and accrued expenses in the accompanying balance sheet as of December 31, 2015. For the nine months ended September 30, 2016 and for the period from January 28, 2015 (inception) through September 30, 2015, the Company incurred $90,000 and $50,000, respectively, of administrative service fees, of which $30,000 is payable and included in accounts payable and accrued expenses in the Company’s condensed balance sheet as of September 30, 2016. Upon completion of our business combination or our liquidation, we will cease paying these monthly fees.
If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our executive officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.
Our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews, on a quarterly basis, all payments that were made to our Sponsor, officers, directors or our or their affiliates and determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
In May 2016, the Sponsor committed to provide loans to the Company up to an aggregate of $500,000 in order to finance transaction costs in connection with a business combination. In November 2016, the Company amended the previous commitment such that the Sponsor has committed to provide loans to the Company up to a total aggregate amount of $1,900,000. The loans are evidenced by a promissory note, are non-interest bearing, unsecured and will only be repaid upon the completion of a business combination. As of September 30, 2016, $1,192,636 was outstanding under the loans.
Other than as described above, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, make Working Capital Loans to the Company as may be required. If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company.
In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $1,000,000 of Working Capital Loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. The terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans.
Related Party Policy
Prior to the consummation of our Initial Public Offering, we adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board of directors) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company. A form of the code of ethics that adopted prior to the consummation of our Initial Public Offering was filed as an exhibit to the registration statement relating to our Initial Public Offering.
In addition, our audit committee, pursuant to a written charter is responsible for •reviewing and approving related party transactions todiscussing with management and the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. A form of the audit committee charter that we plan to adopt prior to the consummation of our Initial Public Offering is filed as an exhibit to the registration statement relating to our Initial Public Offering. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.
These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.
To further minimize conflicts of interest, we have agreed not to consummate a business combination with an entity that is affiliated with any of our Sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA that a business combination is fair to our company from a financial point of view. Furthermore, no finder’s fees, reimbursements or cash payments will be made to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of a business combination, other than the following payments, none of which will be made from the proceeds of our offering held in the Trust Account prior to the completion of a business combination:
| · | repayment of a loan and advances of an aggregate of $100,000 made to the Company by the Sponsor; |
| · | repayment of an advance of $86,321 to our Sponsor; payment to an affiliate of the Sponsor for office space, utilities and secretarial support for a total of $10,000 per month; and |
| · | reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating a business combination, and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or certain of the Company’s officers and directors to finance transaction costs in connection with an intended business combination, provided, that, if the Company does not consummate a business combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. |
Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees for professional services provided by our independent registered public accounting firm, since inception include:
| | | For the Period January 28, 2015 (Inception) through December 31, 2015 | |
| Audit Fees(1) | | $ | 93,078 | |
| Audit-Related Fees(2) | | $ | — | |
| Tax Fees(3) | | $ | — | |
| All Other Fees(4) | | $ | — | |
| Total fees: | | $ | 93,078 | |
| (1) | Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum LLP, our independent registered public accounting firm, in connection with regulatory filings. |
| (2) | Audit-Related Fees. Audit-related fees may consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services may include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. We did not receive audit-related services that are not reported as audit fees during the period from January 28, 2015 (inception) through December 31, 2015. |
| (3) | Tax Fees. Tax fees may consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. During the period from January 28, 2015 (inception) through December 31, 2015, Marcum LLP, our independent registered public accounting firm, did not render any fees for tax services to us. |
| (4) | All Other Fees. All other fees consist of fees billed for all other services. During the period from January 28, 2015 (inception) through December 31, 2015, there were no fees billed for services provided by our independent registered public accounting firm other than those set forth above. |
Audit Committee Pre-Approval Policiesthe overall adequacy and Procedures
Oureffectiveness of our legal, regulatory and ethical compliance programs and on matters related to the conduct of the audit;
•overseeing the internal audit committee, on at least an annual basis, reviews auditfunction;
•reviewing and non-audit services performed by Marcum LLPdiscussing with management reports regarding compliance with applicable laws, regulations and internal compliance programs, as well as risk assessment and risk management pertaining to the fees charged by Marcum LLP for such services. Our policy is that all auditfinancial, accounting and non-audit services must be pre-approved bytax matters of the audit committee. All of such services and fees were pre-approved during the period from January 28, 2015 (inception) through December 31, 2015.PROPOSALS TO BE CONSIDERED BY SHAREHOLDERS
PROPOSAL ONE — ELECTION OF ONE CLASS A DIRECTOR
Our amended and restated memorandum and articles of association provides for a Board classified into three classes as nearly equal in number as possible, whose terms of office expire in successive years. Our Board now consists of five directors as set forth above in the section entitled “Directors, Executive Officers and Corporate Governance — Directors and Officers.”
Mr. d’Ornellas Silva is nominated for election at this Annual Meeting of shareholders, as the director in Class A, to hold office until the annual meeting of shareholders in 2019, or until his successor is chosen and qualified.
Unless you indicate otherwise, shares represented by executed proxies in the form enclosed will be voted•overseeing procedures for the election as directortreatment of complaints on accounting, internal accounting controls or audit matters, including the confidential, anonymous submission (and the appropriate treatment) of concerns submitted by Company employees (e.g., via the Company’s Whistleblower Hotlines) regarding accounting or auditing matters that they believe to be questionable or to be violations of the nominee unlessCompany’s Code of Business Conduct and Ethics, the nominee shall be unavailable, in which case such shares will be voted forU.S. federal securities laws (or similar state and federal laws) or the Company’s Anti-Corruption Policy (including the Foreign Corrupt Practices Act and similar laws); and
•reviewing and overseeing any related person transactions.
The Audit Committee also oversees the Company’s implementation of new accounting standards. You can find a
substitute nominee designated by our Board. We have no reason to believe the nominee will be unavailable or, if elected, will decline to serve.Nominee Biography
For a biographycopy of the nominee to serveAudit Committee’s Charter on the “Investor Relations” subpage of our website.
Compensation Committee
The Compensation Committee is currently comprised of Ms. Taylor (Chair) and Messrs. Ashburn and Capelli. Effective as
the Class A director, please see the section entitled “Directors, Executive Officers and Corporate Governance — Directors and Officers.”Required Vote
The approval of the nominationdate of the director requires the affirmative vote for the proposal by the holders of a majority of the then outstanding Ordinary Shares who, being present and entitled to vote at the Annual Meeting, (in person or by proxy), vote at the Annual Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not countMr. Snyder has been appointed as a vote cast atmember of the Annual Meeting.
Recommendation
Compensation Committee. Our Board recommends a vote “FOR” the election to our Boardhas determined that each current and future member of the abovementioned nominee.
PROPOSAL TWO — RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We are askingCompensation Committee meets the shareholders to ratify our audit committee’s selectionrequirements for independence under the rules of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015. Our audit committeeNasdaq Global Market and applicable SEC rules and regulations. The Compensation Committee is directly responsible for, appointingamong other things:
•reviewing and approving our Chief Executive Officer’s and, in consultation with our Chief Executive Officer, other executive officers’ annual base salaries, incentive compensation plans, including the Company’s independent registered public accounting firm. Our audit committee is not boundspecific goals and amounts, equity compensation, employment agreements, severance arrangements, change in control agreements, and any other benefits, compensation or arrangements;
•administering our equity compensation plans;
•overseeing our overall compensation philosophy, compensation plans and benefits programs;
•preparing the report of the Compensation Committee required by the outcomerules and regulations of this vote.Marcum LLP has audited our financial statements for the period from January 28, 2015 (inception) through December 31, 2015. A representative of Marcum LLP is expected to be present atSEC;
•reviewing and evaluating director compensation; and
•overseeing the Annual Meeting. The representative will have an opportunity to make a statement if he desires to do so and will be available to answer appropriate questions from shareholders. The following is a summary of fees paid or to be paid to Marcum LLP for services rendered in fiscal year 2015.Audit Fees. During the period from January 28, 2015 (inception) through December 31, 2015, audit fees for our independent registered public accounting firm were $93,078. Audit fees consist of fees billed for professional services rendered for the auditsuccession planning of our year-end financial statementsexecutive officers and services that are normallymanagement team.
Subject to compliance with applicable laws and regulations, the Compensation Committee may delegate its authority to one or more subcommittees.
The Compensation Committee has the authority to engage advisors, such as compensation consultants, to assist it in carrying out its responsibilities. In connection with any such engagement, the Compensation Committee assesses the advisor’s independence in accordance with SEC and Nasdaq rules. In 2020, the Compensation Committee engaged Willis Towers Watson to provide advice on the design and amount of executive compensation and director compensation. After reviewing information provided by
Marcum LLPWillis Towers Watson regarding its independence and considering the relevant independence factors pursuant to applicable SEC rules, the Compensation Committee determined that no conflicts of interest existed in connection with
regulatory filings.Audit-Related Fees. We did not receive audit-relatedthe services that are not reported as audit fees during the period from January 28, 2015 (inception) through December 31, 2015.
Tax Fees. During the period from January 28, 2015 (inception) through December 31, 2015, Marcum LLP did not render any fees for tax services to us.
All Other Fees. We did not pay Marcum LLP for any other servicesWillis Towers Watson performed for the period from January 28, 2015 (inception) through December 31, 2015.
Compensation Committee in 2020. You can find a copy of the Compensation Committee’s Charter on the “Investor Relations” subpage of our website.
Nominating & Corporate Governance Committee
The Nominating Committee is currently comprised of Messrs. Ashburn (Chair), Capelli and Murray. Effective as of the date of the Annual Meeting, Mr. Capelli has been appointed Chair of the Nominating Committee, and Mr. Snyder has been appointed as a member of the Nominating Committee. Our
audit committeeBoard has determined that
the services provided by Marcum LLP are compatible with maintaining the independence of Marcum LLP as our independent registered public accounting firm.Pre-Approval Policy
Our audit committee has approved alleach current and future member of the foregoing services. Our audit committee will pre-approve all future auditing servicesNominating Committee meets the requirements for independence under the rules of the Nasdaq Global Market. The Nominating Committee is responsible for, among other things:
•determining qualifications, characteristics, qualities, skills and permitted non-audit servicesother expertise required to be performed for us by our auditors, including the feesa director and terms thereof (subjectdeveloping, and recommending to the de minimis exceptionsBoard for non-audit services described in the Exchange Act which are approved by our audit committee prior to the completion of the audit).Vote Required
Approval of the proposal to ratify the selection of Marcum LLP as our independent registered public accounting firm requires the affirmative vote for the proposal by the holders of a majority of the then outstanding Ordinary Shares who, being present and entitled to vote at the Annual Meeting (in person or by proxy), vote at the Annual Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Annual Meeting.
Recommendation
Our Board recommends a vote “FOR” the ratification of the selection by our audit committee of Marcum LLP as our independent registered public accounting firm.
OTHER MATTERS
Submission of Shareholder Proposals for the 2017 Annual Meeting
We anticipate that the 2017 annual meeting of shareholders will be held no later than December 31, 2017. For any proposalapproval, criteria to be considered in selecting nominees for inclusion in our proxy statementdirector (the “
Director Criteria”); •seeking, identifying, evaluating and form of proxyselecting, or recommending for submissionselection by the Board, candidates to fill new positions or vacancies on the shareholders at our 2017 Annual Meeting of Shareholders, it must be submitted in writing and complyBoard consistent with the requirements of Rule 14a-8 of the Exchange ActDirector Criteria, and our amended and restated memorandum and articles of association. Assuming the meeting is held on December 30, 2017, such proposals must be receivedreviewing candidates recommended by the Company at its offices at 150 E. 52nd Street, Suite 5003, New York, NY 10022 no later than November 13, 2017 and no earlier than October 14, 2017.In addition, Article 19.8 of our amended and restated memorandum and articles of association provides notice procedures for shareholders to nominate candidates for election as directors at an annual general meeting or to propose business to be considered by shareholders at an annual general meeting. To be timely, a shareholder’s notice must be delivered to us at the principal executive offices of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting. The Chairman of our Board may refuse to acknowledge the introduction of any shareholder proposal notstockholders made in compliance with requirements for such recommendations;
•evaluating and making recommendations regarding the foregoing procedures. Assumingcomposition, organization, and governance of the meeting is held on December 30, 2017, such proposals must be receivedBoard and its committees;
•evaluating and making recommendations regarding the creation of additional committees, a change in mandate of our committees and dissolution of our committees;
•reviewing and making recommendations with regard to our Corporate Governance Guidelines;
•overseeing the evaluation of the Board;
•working with the Audit Committee as necessary and appropriate to review and approve conflicts of interest of our directors and corporate officers, other than related person transactions reviewed by the Company at its offices at 150 E. 52nd Street, Suite 5003, New York, NY 10022 no later than October 1, 2017Audit Committee; and no earlier than September 1, 2017.Householding Information
Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more shareholders reside if we believe the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce
•engaging in succession planning for our expenses. However, if shareholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of our disclosure documents, the shareholders should follow these instructions: | · | if the shares are registered in the name of the shareholder, the shareholder should contact us at our offices at 150 E. 52nd Street, Suite 5003, New York, NY 10022, to inform us of his or her request; or |
| · | if a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly. |
Where Board.
You
Can Find More InformationWe file annual and quarterly reports and other reports and information with the Securities and Exchange Commission. These reports and other information can be inspected and copied at, and copies of these materials can be obtained at prescribed rates from, the Public Reference Section of the Securities and Exchange Commission, 100 F Street, NE, Washington, D.C. 20549. We distribute to our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and, upon request, quarterly reports for the first three quarters of each fiscal year containing unaudited financial information. In addition, the reports and other information are filed through Electronic Data Gathering, Analysis and Retrieval (known as “EDGAR”) system and are publicly available on the Securities and Exchange Commission’s website, located athttp://www.sec.gov. We will provide without charge to you, upon written or oral request,find a copy of the reportsNominating Committee’s Charter on the “Investor Relations” subpage of our website.
The Board’s Role in Risk Oversight
Risk management is primarily the responsibility of our Company’s senior management team, while the Board is responsible for the overall supervision and other information filedoversight of our Company’s risk management activities.
The Board’s oversight of the material risks faced by the Company occurs at both the full Board level and at the committee level. For example, the Audit Committee has oversight responsibility not only for financial reporting with
the Securities and Exchange Commission.Any requests for copies of information, reports or other filings with the Securities and Exchange Commission should be directedrespect to Antonio Bonchristiano, the Company’s Chief Executive Officermajor financial exposures and Chief Financial Officer, at GP Investments Acquisition Corp., 150 E. 52nd Street, Suite 5003, New York, NY 10022.
EXHIBIT A
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF
GP INVESTMENTS ACQUISITION CORP.
ADOPTED AS OF MAY 7, 2015
| I. | PURPOSE OF THE COMMITTEE |
The purposethe steps management has taken to monitor and control such exposures, but also for the effectiveness of management’s enterprise risk management process that monitors key business risks (including cybersecurity) facing the Company. Specifically, as stated in the Audit Committee’s Charter, one of the responsibilities of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of GP Investments Acquisition Corp. (the “Company”) is to oversee the accounting“review and financial reporting processes of the Company and its subsidiaries and the audits of the financial statements of the Company.
| II. | COMPOSITION OF THE COMMITTEE |
The Committee shall consist of three or more independent directors of the Company, as determined from time to time by the Board; provided, that, until the 90th day following the Company’s initial public offering, two members of the Committee may not be “independent directors,” and until the one year anniversary of the Company’s initial public offering, one member of the Committee may not be an “independent director.” Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of The NASDAQ Stock Market, Inc. (“NASDAQ”), and any additional requirements that the Board deems appropriate.
The chairperson of the Committee shall be designated by the Board,provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson.
Any vacancy on the Committee shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board.
Each member of the Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement. In addition, at least one member of the Committee must be designated by the Board to be the “audit committee financial expert,” as defined by the Securities and Exchange Commission (“SEC”) pursuant to the Sarbanes-Oxley Act of 2002 (the “Act”).
| III. | MEETINGS OF THE COMMITTEE |
The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less frequently than once every fiscal quarter. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary. A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.
The Committee shall maintain minutes of its meetings and records relating to those meetings.
| IV. | DUTIES AND RESPONSIBILITIES OF THE COMMITTEE |
In carrying out its duties and responsibilities, the Committee’s policies and procedures should remain flexible, so that it may be in a position to best address, react or respond to changing circumstances or conditions. The following duties and responsibilities are within the authority of the Committee and the Committee shall, consistent with and subject to applicable law and rules and regulations promulgated by the SEC, NASDAQ, or any other applicable regulatory authority:
Selection, Evaluation, and Oversight of the Auditors
(a) Be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and each such registered public accounting firm must report directly to the Committee (the registered public accounting firm engaged for the purpose of preparing or issuing an audit report for inclusion in the Company’s Annual Report on Form 10-K is referred to herein as the “independent auditors”);
(b) Review and, in its sole discretion, approve in advance the Company’s independent auditors’ annual engagement letter, including the proposed fees contained therein, as well as all audit and, as provided in the Act and the SEC rules and regulations promulgated thereunder, all permitted non-audit engagements and relationships between the Company and such independent auditors (which approval should be made after receiving input from the Company’s management, if desired). Approval of audit and permitted non-audit services will be made by the Committee or by one or more members of the Committee as shall be designated by the Committee/the chairperson of the Committee and the persons granting such approval shall report such approval to the Committee at the next scheduled meeting;
(c) Review the performance of the Company’s independent auditors, including the lead partner of the independent auditors, and, in its sole discretion (subject, if applicable, to shareholder ratification), make decisions regarding the replacement or termination of the independent auditors when circumstances warrant;
(d) Evaluate the independence of the Company’s independent auditors by, among other things:
| (i) | obtaining and reviewing from the Company’s independent auditors a formal written statement delineating all relationships between the independent auditors and the Company, consistent with Independence Standards Board Standard 1; |
| (ii) | actively engaging in a dialogue with the Company’s independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditors; |
| (iii) | setting clear hiring policies for employees or former employees of the Company’s independent auditors; |
| (iv) | taking, or recommending that the Board take, appropriate action to oversee the independence of the Company’s independent auditors; |
| (v) | monitoring compliance by the Company’s independent auditors with the audit partner rotation requirements contained in the Act and the rules and regulations promulgated by the SEC thereunder; |
| (vi) | monitoring compliance by the Company of the employee conflict of interest requirements contained in the Act and the rules and regulations promulgated by the SEC thereunder; and |
| (vii) | engaging in a dialogue with the independent auditors to confirm that audit partner compensation is consistent with applicable SEC rules; |
Oversight of Annual Audit and Quarterly Reviews
(e) Review and discuss with the independent auditors their annual audit plan, including the timing and scope of audit activities, and monitor such plan’s progress and results during the year;
(f) Review with management and the Company’s independent auditors the following information which is required to be reported by the independent auditor:
| (i) | all critical accounting policies and practices to be used; |
| (ii) | all alternative treatments of financial information that have been discussed by the independent auditors and management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors; |
| (iii) | all other material written communications between the independent auditors and management, such as any management letter and any schedule of unadjusted differences; and |
| (iv) | any material financial arrangements of the Company which do not appear on the financial statements of the Company; |
(g) Resolve all disagreements between the Company’s independent auditors and management regarding financial reporting;
Oversight of Financial Reporting Process and Internal Controls
(h) Review:
| (i) | the adequacy and effectiveness of the Company’s accounting and internal control policies and procedures on a regular basis, including the responsibilities, budget, compensation and staffing of the Company’s internal audit function, through inquiry and discussions with the Company’s independent auditors and management; and |
| (ii) | the Committee’s level of involvement and interaction with the Company’s internal audit function, including the Committee’s line of authority and role in appointing and compensating employees in the internal audit function; |
(i) Review with the chief executive officer, chief financial officer and independent auditors, periodically, the following:
| (i) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (ii) | any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; |
(j) Discuss guidelines and policies governing the process by which senior management of the Company assess and manage the Company’s exposure to risk, as well asauditor the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures;
(k) Reviewthose exposures, including the Company’s guidelines and policies with respect to risk assessment and risk management pertaining to financial, accounting, investment and tax matters.” In connection with its risk oversight role, at each of its quarterly, in-person meetings, the progress and results of all internal audit projects, and, when deemed necessary or appropriate by theAudit Committee assign additional internal audit projects to appropriate personnel;
(l) Receive periodic reportsalso meets privately
in separate executive sessions with representatives from the Company’s independent
auditors,registered public accounting firm (without any members of Company management
and director of the Company’s internal auditing department to assess the impact on the Company of significant accounting or financial reporting developments that may have a bearing on the Company;(m) Review and discuss with the independent auditors the results of the year-end audit of the Company, including any comments or recommendations of the Company’s independent auditors and, based on such review and discussions and on such other considerations as it determines appropriate, recommend to the Board whether the Company’s financial statements should be included in the Annual Report on Form 10-K;
(n) Establish and maintain free and open means of communication between and among the Committee, the Company’s independent auditors and management, including providing such parties with appropriate opportunities to meet separately and privately with the Committee on a periodic basis;
(o) Review the type and presentation of information to be included in the Company’s earnings press releases (especially the use of “pro forma” or “adjusted” information not prepared in compliance with generally accepted accounting principles)present), as well as financial information and earnings guidance provided bywith the Company’s Senior Director of Internal Audit (without other members of Company management present). Per its charter, the mission of the Internal Audit Department is to assist the Company in accomplishing its objectives by bringing a “systematic and disciplined approach to analystsevaluate and rating agencies (which review may be done generally (i.e., discussionimprove the effectiveness of the typesorganization’s risk management, control, and governance processes.” Finally, the Audit Committee also receives quarterly reports regarding the Company’s testing and controls implemented in compliance with the requirements of information to be disclosedthe Sarbanes-Oxley Act of 2002 and type of presentations to be made),quarterly updates from the Company’s Executive Vice President, Chief Legal Officer and Secretary and the Committee need not discuss in advance each earnings release or each instance in which the Company may provide earnings guidance);
Miscellaneous
(p) EstablishCompany’s Group Vice President and implement policies and procedures for the Committee’s review and approval or disapproval of proposed transactions or courses of dealings with respect to which executive officers or directors or members of their immediate families have an interest (including all transactions required to be disclosed by Item 404(a) of Regulation S-K);
(q) Meet periodically with outside counsel when appropriate, to reviewAssociate General Counsel, Compliance & Ethics on legal and regulatory matters, including (i) any matters that may have a material impact on the financial statements of the Company and (ii) any matters involving potential or ongoing material violations of law or breaches of fiduciary duty by the Company or any of its directors, officers, employees, or agents or breaches of fiduciary duty to the Company;
(r) Prepare the report required by the rules of the SEC to be included in the Company’s annual proxy statement;
(s) Review the Company’s policies relating to the ethical handling of conflicts of interest and review past or proposed transactions between the Company and members of management as well as policies and procedures with respect to officers’ expense accounts and perquisites, including the use of corporate assets. The Committee shall consider the results of any review of these policies and procedures by the Company’s independent auditors;
(t) Review and approve in advance any services provided by the Company’s independent auditors to the Company’s executive officers or members of their immediate family;
(u) Review the Company’s program to monitor compliance with the Company’s Code of Conduct, and meet periodically with the Company’s Compliance Committee to discuss compliance with the Code of Conduct;
(v) Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;
(w) Establish procedures for the receipt, retention and treatment of reports of evidence of a material violation made by attorneys appearing and practicing before the SEC in the representation of the Company or any of its subsidiaries, or reports made by the Company’s chief executive officer or general counsel in relation thereto;
(x) Approve reimbursement of expenses incurred by management in connection with certain activities on the Company’s behalf, such as identifying potential target businesses;
(y) Secure independent expert advice to the extent the Committee determines it to be appropriate, including retaining, with or without Board approval, independent counsel, accountants, consultants or others, to assist the Committee in fulfilling its duties and responsibilities, the cost of such independent expert advisors to be borne by the Company;
(z) Review and assess the adequacy of this Charter on an annual basis; and
(aa) Perform such additional activities, and consider such other matters, within the scope of its responsibilities, as the Committee or the Board deems necessary or appropriate.
| V. | INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS |
The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may retain, at the Company’s expense, such independent counsel or other consultants or advisers as it deems necessary.
* * *
While the Committee has the duties and responsibilities set forth in this charter, the Committee is not responsible for preparing or certifying the financial statements, for planning or conducting the audit, or for determining whether the Company’s financial statements are complete and accurate and are in accordance with generally acceptedor compliance procedures that pertain to financial, accounting principles.
In fulfilling their responsibilities hereunder, it is recognized that membersor tax matters of the Committee are not full-time employeesCompany.
In addition, as stated in its charter, one of the
Company, it is not the duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards, and each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company from which it receives information and (ii) the accuracy of the financial and other information provided to the Committee absent actual knowledge to the contrary.Nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of the members of the Committee, except to the extent otherwise provided under applicable federal or state law.
* * *
EXHIBIT B
CHARTER OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF GP INVESTMENTS ACQUISITION CORP.
ADOPTED AS OF MAY 7, 2015
| I. | PURPOSE OF THE COMMITTEE |
The purposesresponsibilities of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of GP Investments Acquisition Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive compensation plans, and its incentive-compensation and equity-based plans;is to review and discuss with management the risks arising from the Company’s compensation discussionpolicies and analysis (“CD&A”)practices for all employees that are reasonably likely to be includedmaterial to the Company.
Further, the Company’s Executive Vice President, Chief Legal Officer and Secretary reports in person to the full Board on at least a quarterly basis to keep the directors informed concerning legal risks, ongoing litigation and other legal matters involving the Company and the Company’s legal risk mitigation efforts. Finally, our Chief Executive Officer periodically meets with the other directors in executive session to address operational and strategic matters, including areas of risk and opportunity that require Board attention. Further, on no less than an annual basis, the full Board reviews in detail the Company’s short- and long-term strategies, including consideration of risks facing the Company and risk mitigation strategies.
By its nature, risk oversight is an evolving process requiring the Company to continually look for opportunities to further embed systematic enterprise risk management into ongoing business processes across the organization. The Board actively encourages management to continue to review and improve its methods of assessing and mitigating risk.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee is or has been an officer or employee of the Company. None of our executive officers currently serves, or in the past year has served, as a member of the Compensation Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire Board) or as a director of any entity that has one or more executive officers serving on the Board or the Compensation Committee.
Policies and Procedures for Related Person Transactions
The Company has adopted a formal written policy providing that our executive officers, directors, nominees for election as directors, beneficial owners of more than 5% of any class of our capital stock, any member of the immediate family of any of the foregoing persons, and any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest, are not permitted to enter into a related party transaction with us without the approval of the Audit Committee, subject to the exceptions described below. In approving or rejecting any such proposal, the Audit Committee will consider the relevant facts and circumstances available and deemed relevant to the Audit Committee, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. The Audit Committee has determined that certain transactions will not require Audit Committee approval, including certain employment arrangements of executive officers, director compensation, transactions with another company at which a related party’s only relationship is as a director, non-executive employee or beneficial owner of less than 10% of that company’s outstanding capital stock, transactions where a related party’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis, and transactions available to all employees generally.
Related Person Transactions
•As previously disclosed, in October 2017, RSI and GP Investments Acquisition Corp. (“GPIA”), a publicly-held special purpose acquisition company incorporated in the Cayman Islands, completed a business combination in accordance with the terms of an Agreement and Plan of Merger, dated as of May 16, 2017, (the “Merger Agreement”), pursuant to which (i) a wholly-owned subsidiary of GPIA merged with and into RSI, with RSI as the surviving corporation, after which (ii) RSI merged with and into GPIA, with GPIA as the surviving corporation (collectively, the “Mergers”). Prior to the consummation of the Mergers, GPIA domesticated as a Delaware Corporation. Immediately following the Mergers, GPIA was renamed “Rimini Street, Inc.” (as distinguished from RSI with the same legal
name). Prior to the consummation of the Mergers, the ultimate parent entity of GPIA was GP Investments, Ltd. (“GP Investments”), a global private equity firm and an affiliate of the Company.
Prior to June 28, 2019, we had an outstanding loan payable to GPIC, Ltd. (the “GP Sponsor”), a Bermuda company and an affiliate of GP Investments, in the amount of approximately $3.0 million, which we assumed upon consummation of the Mergers, payable in installments through June 28, 2019. An affiliate (Mr. Bonchristiano) of the GP Sponsor is currently a member of our Board, although he will resign effective May 5, 2021. A former affiliate of the GP Sponsor (Mr. Andrew Fleiss) was a member of our Board until the expiration of his Board term in June 2020. Previously, the largest outstanding principal balance on the loan was $3.0 million. The Company made principal and interest payments on the loan totaling $2.7 million during the year ended December 31, 2019. The note was paid off on June 28, 2019. GP Investments is the ultimate parent entity of the GP Sponsor.
•As of December 31, 2020, ASP and its affiliates beneficially owned approximately 31.0% of our issued and outstanding shares of common stock (excluding shares of Preferred Stock convertible into common stock). Mr. Murray is a partner with ASP and a member of our Board. As of December 31, 2020, ASP had voting control of approximately 28.0% of our issued and outstanding capital stock, including voting rights associated with 20,498 shares of our issued and outstanding Preferred Stock.
Employee, Officer and Director Hedging
The Company maintains an Insider Trading Policy applicable to all employees (including its executive officers), directors and agents (such as consultants and independent contractors). Among its other provisions, the Insider Trading Policy categorically prohibits directors, any employee who is an executive officer (defined by reference to Section 16 of the Exchange Act) and any employee required to receive pre-clearance from designated Company Legal Department personnel prior to engaging in transactions in the Company’s annualsecurities (generally, employees identified by title and/or job function who have regular or special access to material nonpublic information about the Company) from engaging in transactions in publicly traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding Company securities. Derivative securities issued pursuant to Company benefit plans or other compensatory arrangements with the Company (such as stock options and stock appreciation rights), including exercises thereof and purchases of the underlying shares, are not subject to this prohibition. For directors, executive officers and employees subject to pre-clearance requirements, the Insider Trading Policy also prohibits pledging of Company securities or the ownership of Company securities in or through a margin account. You can find a copy of our Insider Trading Policy on the “Investor Relations” subpage of our website.
CORPORATE SOCIAL RESPONSIBILITY
Our Mission and Core Values
At Rimini Street, our mission is to help our clients extract the greatest value from their enterprise software, invest in innovation, create competitive advantage and enable growth. To achieve this mission, we must do business the right way — the Rimini Street Way. We believe that the best and only path to success means that we must be committed to conducting our business and ourselves in a way that demonstrates the highest integrity as well as respect for others and for the laws and regulations by which we operate. This commitment starts with our Core Values:
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| People | | Integrity | | Accountability | |
| We treat everyone with respect and communicate clearly, openly and honestly. | | We act with integrity in all that we do. | | We uphold our commitments. | |
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| Client-Centric | | Innovation | | Trustworthy | |
| We consider client interests in every decision. | | We drive continuous improvement, evolution and disruption of status quo in everything we do. | | We earn trust through consistent, reliable and high-quality execution. | |
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| Profitability | | Community | | Fun | |
| We strive for long-term, sustained profitability that benefits all stakeholders. | | We give back to the communities in which we work, live and serve clients. | | We take time to celebrate our successes together as a team. | |
Below are examples of how we used our Core Values in 2020 and in 2021 to date to make a positive difference among our stakeholders, including our clients, business associates, stockholders, communities and each other.
People
•We have built our culture centered on our dedication to provide our clients with an exceptional service experience. Our employees focus on providing exceptional service to our clients, and we strive to foster an environment that enables and encourages them in this pursuit.
•In furtherance of this goal, in 2020 we conducted our first Global Employee Engagement Survey, achieving a very high participation rate, for employees to provide feedback and suggestions to improve their work experience. Also during fiscal year 2020, we paid COVID-19 special bonuses to certain of our employees to help with pandemic-related special costs and for the few of our employees who tested positive for COVID-19.
•We offer programs and resources designed to support the mental, physical, social and financial well-being of our employees. In addition to resources available through our health care plan providers, we provide voluntary web-based training, using a videoconference platform, on health and wellness topics (such as first aid/CPR, fire safety, and how to prepare for inclement weather conditions), as well as professional development seminars on topics such as time management. We also engage in a number of team building exercises, some of which are described below.
•In May 2018, we implemented a sabbatical benefit plan that provides full time employees who achieve ten years of service with a one-month paid sabbatical leave and the grant of restricted stock units (“RSUs”) with a fair market value
of $10,000 on the date of grant that vest 100% on the first anniversary of the date of grant, provided that the employee remains employed by us through the vesting date.
Integrity
•Our Code of Business Conduct and Ethics promotes our unwavering commitment to the Rimini Street Way — recognizing that the best and only path to success means that we must do the right things; that we must conduct ourselves in a way that demonstrates the highest integrity as well as respect for others and for the laws, regulations and court orders by which we operate.
Accountability
•Since our inception over 15 years ago, we have invested significant resources developing our proprietary knowledge, software tools and processes to meet the growing needs of our clients. During the year ended December 31, 2020, we delivered approximately 89,000 tax, legal and regulatory updates to our global client base. We believe that we offer the most comprehensive scope of tax, legal and regulatory research from a single vendor. We utilize a certified triple-scope verification process that involves multiple third-parties such as premier subject matter experts including industry associations as well as accounting, consulting and law firms. Our capabilities are enabled by our proprietary data capture, management and analysis tool and ISO 9001:2015 based management system processes that we believe provide us with a significant competitive advantage.
Client-Centric
•Account managers in our Client Engagement organization serve as a single point of contact for all non-product support related client issues. The Client Engagement organization works closely with our Support, Product Delivery and Sales organizations to provide an exceptional client experience with superior client satisfaction and success, with the ultimate goal of retention, renewal and expansion of our client contracts.
•In 2020, we achieved a record average client satisfaction rating on the Company’s support delivery of 4.9 out of 5.0 (where 5.0 is “excellent”), an increase from an average of 4.8/5.0 in 2019.
Innovation
•The nature of our services, as well as our growth culture, compel us to innovate consistently to expand our offering and refine our delivery to maintain our performances. On December 17, 2019, the United States Patent and Trademark Office granted Rimini Street its first patent, U.S. Patent No. 10,509,639 for the invention “Automatic Software-Update Framework”. On August 18, 2020, the United States Patent and Trademark Office granted Rimini Street its second patent, U.S. Patent No. 10,749,926 for the invention “Proxy for Modifying HTTP Messages to Comply with Browser”. We currently have four patent applications pending in the United States.
Trustworthy
•We maintain a formal and comprehensive security program designed to ensure the security and integrity of client data, protect against security threats or data breaches, and prevent unauthorized access to the data of our customers. We have achieved worldwide ISO 27001:2013 information security certification for our security processes. ISO 27001 is the most rigorous and recognized international standard for implementing and managing security controls that protect information assets. We strictly regulate and limit all access to our offices, have deployed advanced security software and hardware, and utilize advanced security measures.
•Our commitment to data privacy and security is reflected in our Privacy Notice, a copy of which is available on our website at https://www.riministreet.com/privacy-notice.
Investors
•As we move through the 2021 fiscal year and begin to look beyond the COVID-19 pandemic, we believe we are well positioned to service our growing global client base and offer new and existing clients a wider range of innovative, premium service solutions that meet their strategic, financial, and operational needs.
•In order to communicate our vision, goals and execution strategy for our five-year financial plan, on February 1, 2021, we hosted our first Investor Day webcast. During the webcast, members of the Company’s senior leadership team
presented the Company’s vision, products, market, business model, execution strategy, litigation and financial plan. Attendees also had the ability to participate in a live Q&A session with Company senior leadership.
Community
•Through the Rimini Street Foundation, which is a program privately funded by the Company, we encourage our employees to “Support Humankind” and share our Company’s success by investing back into the communities we serve through in-kind donations, employee time and Company financial support. This program, which is funded solely by the Company and its global subsidiaries, executes the mission to Support Humankind through financial contributions, in-kind donations, and company-wide employee volunteerism. Its Global Steering Committee identifies organizations that were helping struggling communities respond to increased domestic violence and historic lines at food banks resulting from the pandemic, as well as made monetary and in-kind donations to over 120 global charitable organizations.
•In 2020, in response to the COVID-19 pandemic, the Rimini Street Foundation continued its commitment to support the communities in which we operate around the world, including purchasing masks and cleaning supplies for donation and deploying 3D printers to employees who printed and distributed face shields to hospitals and senior care centers. Its Global Steering Committee identifies organizations that were helping struggling communities respond to increased domestic violence and historic lines at food banks resulting from the pandemic, as well as made monetary and in-kind donations to over 120 global charitable organizations.
•We believe that environmental sustainability is part of our corporate social responsibility, and it is our goal to reduce our impact on the environment by conducting environmentally-friendly, professional and safe operations. This includes conserving resources, reducing waste, and periodically assessing our operations to identify additional opportunities to further improve environmental sustainability, as further described in our Environmental Sustainability Principles, a copy of which is available on the “Investor Relations” subpage of our website.
Fun
•In September 2020, in honor of our 15 year anniversary, we planned a program of multiple activities designed to highlight and share the passion for our Company as viewed through the eyes of our employees, clients, partners and the charitable organizations we support. These included online “fireside chats” with some of our longer-tenured employees who shared their memories of our Company’s early years, congratulatory videos from the executive leadership of some of our earliest clients and charitable contributions in support of the community where our Company was founded and maintains its corporate headquarters – Las Vegas, Nevada – including canned goods and infant care supplies distributed to Las Vegas residents experiencing economic hardship.
•On October 2, 2020, as part of a global team building exercise, we hosted our first virtual “Follow the Sun Block Party Marathon,” closing out a month of celebration of our 15 year anniversary. Using a videoconferencing platform, over 20 team members from 12 countries led 15 themed online celebrations spanning 18 hours, providing an opportunity for our global workforce to meet their colleagues from around the world by logging on whenever they wanted to join in the fun. The theme parties featured live cooking demonstrations of regional culinary favorites, musical performances, trivia, an exercise class, dance lessons and multiple moments of merriment.
•In January 2021, using a videoconferencing platform, members of our India Team celebrated the 8th Anniversary of Rimini Labs, providing an opportunity for our workforce to recognize the contributions of our India Team to our Company’s Global Service Delivery function.
•In February 2021, using a videoconferencing platform, members of our Southeast Asia/Greater China Team hosted a virtual Lunar New Year Celebration highlighting regional Lo Hei traditions in celebration of this holiday and spreading wishes of prosperity and health for the upcoming year.
EXECUTIVE COMPENSATION
Our named executive officers (our “Named Executive Officers”) for 2020, which consist of the person who served as our principal executive officer during 2020 and the next two most highly compensated executive officers who were serving as executive officers as of December 31, 2020, are as follows:
•Seth A. Ravin, our Chief Executive Officer and Chairman of the Board;
•Gerard Brossard, our Chief Operating Officer; and
•David Rowe, our Executive Vice President and Chief Marketing Officer.
Overview — Executive Compensation
As noted above, the Company is a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Exchange Act and has elected to comply with certain of the requirements applicable to smaller reporting companies in connection with this Proxy Statement. Although the rules allow the Company to provide less detail about its executive compensation program, the Compensation Committee is committed to providing the information necessary to help stockholders understand its executive compensation-related decisions. The information below summarizes certain aspects of our executive compensation program, in general, and certain of the decisions taken with respect to the compensation of our Named Executive Officers during the fiscal year ended December 31, 2020. The specific amounts paid or payable to the Named Executive Officers are disclosed in the tables and narrative in the section of this proxy statement entitled “Named Executive Officer Compensation.” The following discussion cross-references those specific tabular and narrative disclosures where appropriate.
Executive Compensation Philosophy and Practices
We seek to maintain high standards with respect to executive compensation. Key features of our executive compensation practices that aim to drive high performance and align executive compensation with stockholder interests are highlighted below:
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| What We Do | | What We Do Not Do | |
| At-Risk Compensation: Incentive-based compensation represents a significant portion of our executives’ compensation. | | No Guaranteed Salary Increases: We do not guarantee salary increases for our executives. | |
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| Annual Executive Compensation Review: We conduct an annual review of our executive compensation program to ensure it rewards executives for strong performance, aligns with stockholder interests, retains top talent, and discourages unnecessary risk taking by our executives. | | No Hedging or Pledging of Company Securities: Under our Insider Trading Policy, our executives (and Board members) are prohibited from engaging in hedging or pledging transactions involving Company securities. | |
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| Independent Consultant: The Compensation Committee retains an independent compensation consultant and annually reviews the consultant’s independence. | | No Excess Retirement Benefits: We do not provide defined benefit pension plans, supplemental executive retirement plans, or retiree health benefits. | |
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| Limited Change-in-Control Benefits: Only our Chief Executive Officer and Chairman of the Board has contractually-provided change-in-control benefits, which are subject to double-trigger vesting and do not feature excise tax gross-ups. | | No Excise Tax Gross-Ups: Our executives are not entitled to excise tax gross-ups in connection with any portion of their compensation. | |
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| Compensation Committee Executive Sessions: Executive sessions of the Compensation Committee (without Company management present) generally follow each Compensation Committee meeting. | | No Discount Grants: We do not provide for compensatory grants of equity below fair market value. | |
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| Stockholder Alignment: We align compensation with stockholder interests by linking incentive compensation to the Company’s overall performance | | | |
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| Annual Compensation Peer Group Review: The Compensation Committee reviews the composition of our compensation peer group annually and makes adjustments to the composition of that peer group, if deemed appropriate. | |
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Elements of Executive Compensation
Our compensation programs have been comprised of the following compensation elements:
•Base Salary. The base salaries of our executive officers are intended to provide a competitive level of fixed compensation in order to attract, retain and motivate talented executive officers. Base salaries are generally set based on each executive officer’s responsibilities, performance, skills, and experience as compared with relevant market and peer group data.
•Cash Incentive Plan Compensation. In furtherance of our compensation philosophy to award cash incentive bonuses based on performance, we design our cash incentive plan compensation programs to motivate and reward executive officers for achieving pre-established company and individual performance objectives. Additional information regarding our cash incentive plan compensation programs can be found under the heading “Non-Equity Incentive Plan Compensation” below.
•Equity-Based (Long-Term) Incentive Compensation. The Compensation Committee believes that a significant portion of each executive officer’s compensation should be in the form of long-term equity-based incentive compensation. Historically, we have granted stock options and RSUs with time-based vesting that vest over a multi-year period. While our non-equity incentive plan compensation programs are generally designed to reward executive officers for actions that impact short- and mid-term performance, our equity-based incentive awards are designed to align the long-term interests of our executive officers with those of our stockholders by:
◦giving these key employees the opportunity to participate in the long-term appreciation of our common stock;
◦encouraging executive officers to create and sustain stockholder value over longer periods because the value of awards is directly attributable to changes in the price of our common stock over time; and
◦promoting executive officer retention because the full value of awards cannot be realized until vesting occurs, which generally requires continued employment for multiple years.
Compensation Benchmarking — Published Surveys and Peer Group Data
Market pay practices are one of many factors we consider in setting executive pay levels and designing compensation programs. The Compensation Committee uses a combination of (i) published survey data covering technology companies with $200 to $500 million annual revenues and (ii) a software industry peer group of companies as data points when evaluating and establishing executive compensation, as well as other considerations. While the Compensation Committee generally targets the 50th percentile of the market when evaluating compensation, actual compensation decisions are based on the full consideration of many factors, including, but not limited to, individual and Company performance, equity holdings, market data, internal equity, experience, strategic needs and job responsibilities.
The Company’s peer group for 2020 was recommended by its independent compensation consultant, Willis Towers Watson, and approved by the Compensation Committee. The peer group was selected primarily based on software industry focus and annual revenues (median peer group revenue of approximately $318 million), as well as other financial and non-financial considerations. For fiscal year 2020, the following 18 companies were selected as our peer group:
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| Aspen Technology, Inc. | | Benefitfocus, Inc. | | BlackLine, Inc. | |
| ChannelAdvisor Corporation | | Cornerstone OnDemand, Inc. | | Coupa Software Incorporated | |
| Everbridge, Inc. | | Five9, Inc. | | Kinaxis Inc. | |
| Model N, Inc. | | New Relic, Inc. | | Paylocity Holding Corporation | |
| Perficient, Inc. | | Progress Software Corporation | | Synchronoss Technologies, Inc. | |
| Veeva Systems Inc.* | | Workday, Inc.* | | Workiva Inc. | |
* In August 2020, the Compensation Committee removed Workday, Inc. and Veeva Systems, Inc. from the peer group due to company scope.
2020 Pay for Performance and 2020 Fiscal Year Named Executive Officer Compensation Determinations
Full Year 2020 Financial Highlights
•For the fiscal year ending December 31, 2020, we generated revenue of $326.8 million, a year over year increase of 16.3%, achieved a gross margin of 61.4%, with cash flow from operations of $42.1 million, a 107% year over year increase, and generated net income of $13 million.
•We ended fiscal 2020 with 2,487 active clients, a year over year increase of 20.6%, including 165 Fortune 500 and Fortune Global 100 companies.
•The COVID-19 pandemic had no significant net impact on our revenue or results of operations during the year ended December 31, 2020, and we continued to deliver uninterrupted and critical support services to our clients during this period. During the 2020 fiscal year, we improved our guaranteed response time for critical issues to an industry leading 10 minutes (we average five minutes), while increasing our client satisfaction ratings from 4.8 to 4.9 where 5.0 is considered excellent.
Chief Executive Officer Compensation Determinations: As described below in the Summary Compensation Table and the narrative disclosures accompanying the Summary Compensation Table, effective June 1, 2020, after the receipt and consideration of market data from its Compensation Consultant, the Compensation Committee approved market-based compensation adjustments to the compensation of our Chief Executive Officer, Mr. Seth Ravin, as documented by an amendment to his amended and restated employment agreement, including an increase in base salary from $300,000 to $400,000 per year. Prior to this increase, Mr. Ravin had not received a salary increase since 2015, which time period included the Company’s going public reverse merger transaction, the paying off of its former credit facility, private placement transactions of its Series A Preferred Stock and continued revenue growth and geographic expansion. Following this increase, Mr. Ravin’s base salary remains below the 50th percentile of the market. His target annual reportnon-equity incentive compensation opportunity remains at 100% of base salary, as adjusted in June 2020. Mr. Ravin earned a total of $326,018 cash incentive compensation for 2020. Additional information regarding the non-equity incentive compensation program terms specifically applicable to Mr. Ravin can be found under the heading “Non-Equity Incentive Plan Compensation” below.
Effective June 3, 2020, after the receipt and consideration of market data from its Compensation Consultant, the Compensation Committee granted Mr. Ravin a stock option award for 149,327 shares of common stock with an exercise price of $4.46 per share and RSUs in respect of 232,062 shares of common stock, in each case vesting in three equal annual installments, provided that Mr. Ravin remains employed by us through the applicable vesting date.
Chief Operating Officer Compensation Determinations: Effective June 1, 2020, we appointed Mr. Gerard Brossard (as of March 1, 2021, our current Chief Operating Officer) as our Executive Vice President and Chief Operating Officer. As previously disclosed, his Offer Letter dated May 22, 2020 provided for an annual base salary of $350,000 and a target annual non-equity incentive compensation opportunity of $350,000 (100% of base salary), each of which was prorated for 2020. Effective April 1, 2021, his base salary was increased to $400,000 per year. His target annual non-equity incentive compensation opportunity remains at 100% of base salary. He is also eligible to participate in our non-equity incentive compensation, retirement and other benefit plans and programs offered to our other senior executives. Mr. Brossard earned a total of $318,635 cash incentive compensation for 2020. Additional information regarding the non-equity incentive compensation program terms specifically applicable to Mr. Brossard can be found under the heading “Non-Equity Incentive Plan Compensation” below.
Upon joining the Company, Mr. Brossard was granted a stock option award for 100,000 shares of common stock, with an exercise price of $4.46 per share and an award of RSUs in respect of 200,000 shares of our common stock, in each case vesting in three equal annual installments, provided that Mr. Brossard remains employed by us through the applicable vesting date. On November 20, 2020, in recognition of his performance since joining the Company in June 2020, upon the recommendation of Company executive management, the Compensation Committee granted Mr. Brossard an additional award of RSUs in respect of 200,000 shares of our common stock, vesting in three equal annual installments, provided that Mr. Brossard remains employed by us through the applicable vesting date.
Executive Vice President and Chief Marketing Officer Compensation Determinations: Effective October 1, 2020, after the receipt and consideration of market data from its Compensation Consultant and upon the recommendation of Company executive management, the Compensation Committee approved an adjustment to the target annual non-equity incentive compensation opportunity for Mr. David Rowe, our Executive Vice President and Chief Marketing Officer, from $180,000 (60% of his $300,000 annual base salary) to $200,000 (66.7% of his annual base salary). There were no adjustments to Mr. Rowe’s annual base salary during the 2020 fiscal year. Mr. Rowe earned a total of $179,760 cash incentive compensation for
2020. Additional information regarding the non-equity incentive compensation program terms specifically applicable to Mr. Rowe can be found under the heading “Non-Equity Incentive Plan Compensation” below.
On August 7, 2020, upon the recommendation of Company executive management, the Compensation Committee granted Mr. Rowe RSUs in respect of 100,000 shares of our common stock, vesting in three equal annual installments, provided that Mr. Rowe remains employed by us through the applicable vesting date.
Non-Equity Incentive Plan Compensation
Our Named Executive Officers are eligible to participate in incentive programs that allow for quarterly cash incentive compensation payments based on performance.
Non-Equity Incentive Plan Compensation — Messrs. Ravin and Rowe
Messrs. Ravin’s and Rowe’s non-equity incentive plan compensation payments are determined under our performance-based executive bonus program generally applicable to our executive officers (with the exception of Mr. Gerard, whose non-equity incentive plan compensation program is described below) and are based upon both (x) the Company’s achievement (expressed as a percentage) of predetermined financial or operational goals for the quarter, subject to adjustment (upward or downward) based upon the achievement (also expressed as a percentage) of predetermined Company-wide client satisfaction goals for that quarter (the “quarterly Company performance factors”) and (y) the individual employee’s achievement of predetermined individual goals and objectives for the quarter as well as their overall contributions to the Company’s success (expressed as a percentage), generally determined at the discretion of the Chief Executive Officer (except with respect to his own performance) and the Compensation Committee (the “quarterly individual performance factor”).
The quarterly performance bonus is calculated following the end of each fiscal quarter by multiplying the individual’s target incentive amount for the current quarter by (i) the percentage achievement of the quarterly Company performance factors and (ii) the percentage achievement of the quarterly individual performance factor. Seventy-five percent (75%) of this amount is paid by the end of the following fiscal quarter and, for retention purposes, the remaining 25% is deferred and paid out following the end of the fiscal year, generally subject to the employee’s continuous employment with the Company through year-end.
The target incentive amount for a particular fiscal quarter is determined by multiplying the individual’s annual non-equity incentive plan compensation, as in effect on the last day of the quarter, by 25%. In the case of Mr. Ravin, his target incentive amount for the first quarter of 2020 was $75,000, or 25% of his then-current target annual non-equity incentive plan compensation ($300,000), and his target incentive amount for each of the second, third and fourth quarters of 2020 was $100,000, or 25% of his then-current target annual non-equity incentive plan compensation ($400,000). In the case of Mr. Rowe, his target incentive amount for each of the first, second and third quarters of 2020 was $45,000, or 25% of his then-current target annual non-equity incentive plan compensation ($180,000), and his target incentive amount for the fourth quarter of 2020 was $50,000, or 25% of his then-current target annual non-equity incentive plan compensation ($200,000).
In 2020, the quarterly Company performance factors and relative weighting were: (i) aggregate client invoicing (80%), (ii) aggregate expenses (20%), and (iii) client satisfaction compared to plan (acted as an approximate +/- 1% modifier).
As noted above, the quarterly individual performance factor is generally tied to an employee’s achievement of individual goals and objectives for the quarter and the individual’s overall contribution to our corporate success. In 2020, because their individual performance is so integrally tied to Company-level performance, the quarterly individual performance factors for each of Messrs. Ravin and Rowe were tied to the Company’s overall performance, subject to additional adjustment in the discretion of the Compensation Committee (taking into account the recommendation of the Chief Executive Officer with respect to Mr. Rowe).
The amounts appearing in the Summary Compensation Table, below, for Messrs. Rowe and Ravin under the column heading “Non-Equity Incentive Plan Compensation” represent the total quarterly bonus payments earned by Messrs. Ravin and Rowe in 2020 and represent approximately 86.9% and 97.2% of their respective total targeted annual non-equity incentive plan compensation for fiscal year 2020.
Non-Equity Incentive Plan Compensation — Mr. Brossard
Mr. Brossard’s non-equity incentive plan compensation payments are determined under a commissions-based bonus plan (his “Sales Compensation Plan”) designed to reward Mr. Brossard for Company performance directly related to sales activities, aligning his compensation with the attainment of sales results by the Company’s sales team. Mr. Brossard joined the Company in June 2020 in the newly-created role of Executive Vice President and Chief Operating Officer. In this role, he became responsible for the Company’s global field operations and the global sales and success of the Company’s Support and Application Management Services for Oracle and SAP products.
Mr. Brossard earns variable cash compensation for achieving eligible sales transactions meeting the criteria for “New Client Invoicing” (“NCI”) under the Sales Compensation Plan. Eligible NCI transactions include completing sales to qualified new prospects and selling additional products or services to existing clients and/or retaining such clients, in each case in transactions meeting the Sales Compensation Plan criteria.
Mr. Brossard is subject to an individualized sales compensation model that details each component of variable compensation by reference to an annual target, which, as noted above, was $350,000 for Mr. Brossard in 2020, or $204,167 on a pro-rata basis taking into account his June 2020 start date. In 2020, under his sales compensation arrangement, (i) 47.5% of Mr. Brossard’s targeted total non-equity incentive plan compensation was linked to obtaining specified quarterly NCI thresholds, (ii) 37.5% of Mr. Brossard’s targeted total non-equity incentive plan compensation was linked to minimizing the non-renewal of service contracts by existing clients, expressed in terms of not exceeding identified ceilings linked to the associated loss of revenue from non-renewals, (iii) 5% of Mr. Brossard’s targeted non-equity incentive plan compensation was linked to a “key sales objective” (“KSO”) defined in terms of attainment of specified sales thresholds by the end of each fiscal quarter, and (iv) 10% of Mr. Brossard’s targeted non-equity incentive plan compensation was linked to a KSO defined in terms of business management, or the attainment of outlined goals for lead generation, management and conversion, as well as performing expected job duties.
Within his Sales Compensation Plan, the percentage of realizable variable compensation linked to NCI increases as attainment passes certain identified NCI levels in excess of 100% of target on an annualized basis. Mr. Brossard is also eligible to earn additional incentive-based cash compensation outside of annual targets for obtaining defined client invoicing objectives.
The Compensation Committee approved the sales compensation arrangement specific to Mr. Brossard based on the recommendations of Company executive management and the estimated amount of targeted payable annual non-equity incentive plan compensation (on a pro rata basis) during fiscal year 2020 based on historical sales information.
The amount appearing in the Summary Compensation Table, below, for Mr. Brossard under the column heading “Non-Equity Incentive Plan Compensation” represent the total payments earned by Mr. Rowe under his individualized Sales Compensation Plan in 2020 and represent approximately 156% of his total targeted annual non-equity incentive plan compensation, on a pro rata basis based on dates of service in fiscal year 2020.
401(k) Retirement Plan
We maintain a tax-qualified 401(k) retirement plan that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. All participants’ interests in their deferrals are 100% vested when contributed. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Our 401(k) plan is a “safe harbor” plan under the tax rules, which means that we make a matching contribution to all employees equal to 100% of all elective deferrals that do not exceed 4% of an employee’s compensation. The safe-harbor matching contribution is 100% vested. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan, and all matching contributions are deductible by us when made.
NAMED EXECUTIVE OFFICER COMPENSATION
Summary Compensation Table
The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to, earned by, and paid to our Named Executive Officers.
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| Name and Principal Position | Year | | Salary | | Stock Awards(1) | | Option Awards(2) | | Non-Equity Incentive Plan Compensation(3) | | All Other Compensation | | Total |
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| Seth A. Ravin, Chief Executive Officer and Chairman of the Board | 2020 | | $ | 358,333 | | | $ | 1,034,997 | | (5) | $ | 256,394 | | (8) | $ | 326,018 | | | $ | 69,813 | | (10) | $ | 2,045,555 | |
| 2019 | | 300,000 | | | 129,250 | | | — | | | 245,100 | | | 152,595 | | | 826,945 | |
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| Gerard Brossard, Chief Operating Officer(4) | 2020 | | $ | 204,167 | | | $ | 1,746,000 | | (6) | $ | 171,700 | | (9) | $ | 318,635 | | | $ | 410 | | (11) | $ | 2,440,912 | |
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| David Rowe, Executive Vice President and Chief Marketing Officer | 2020 | | $ | 300,000 | | | $ | 578,000 | | (7) | $ | — | | | $ | 179,760 | | | $ | 13,734 | | (12) | $ | 1,071,494 | |
| 2019 | | 275,000 | | | 364,750 | | | — | | | 144,488 | | | 24,707 | | | 808,945 | |
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(1)The aggregate grant date fair value for awards of RSUs was computed in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation, of the Financial Accounting Standards Board (“FASB”). A discussion of all assumptions made in the valuation of the awards is in Note 8, Stock-Based Compensation and Warrants, to our consolidated financial statements for the year ended December 31, 2020, included in our Annual Report on Form 10-K filed with the SecuritiesSEC on March 3, 2021. For purposes of this table, the entire fair value of awards are reflected in the year of grant, without regards to estimated forfeitures, whereas under FASB ASC 718, the fair value of awards is recognized in our consolidated financial statements over the vesting period.
(2)The aggregate grant date fair value for stock option awards was computed in accordance with FASB ASC 718. A discussion of all assumptions made in the valuation of the awards is in Note 8, Stock-Based Compensation and Exchange Commission (“SEC”);Warrants, to prepareour consolidated financial statements for the year ended December 31, 2020, included in our Annual Report on Form 10-K filed with the SEC on March 3, 2021. For purposes of this table, the entire fair value of awards are reflected in the year of grant, without regards to estimated forfeitures, whereas under FASB ASC 718, the fair value of awards is recognized in our consolidated financial statements over the vesting period.
(3)Represents amounts earned as discussed above under “Non-Equity Incentive Plan Compensation.”
(4)Mr. Brossard commenced employment with the Company in June 2020.
(5)In June 2020, we granted to Mr. Ravin 232,062 RSUs vesting in one-third increments on each of June 3, 2021, 2022 and 2023, provided that Mr. Ravin remains employed by us through the applicable vesting date. The aggregate grant date fair value ($1,034,997) of the RSUs awarded to Mr. Ravin was determined using the closing price of our common stock on the June 3, 2020 grant date of $4.46 per share.
(6)In June 2020, we granted to Mr. Brossard 200,000 RSUs vesting in one-third increments on each of June 3, 2021, 2022 and 2023, provided that Mr. Brossard remains employed by us through the applicable vesting date. The aggregate grant date fair value ($892,000) of the RSUs awarded to Mr. Brossard in June 2020 was determined using the closing price of our common stock on the June 3, 2020 grant date of $4.46 per share. In November 2020, we granted to Mr. Brossard 200,000 RSUs vesting in one-third increments on each of November 20, 2021, 2022 and 2023, provided that Mr. Brossard remains employed by us through the applicable vesting date. The aggregate grant date fair value ($854,000) of the RSUs awarded to Mr. Brossard in November 2020 was determined using the closing price of our common stock on the November 20, 2020 grant date of $4.27 per share.
(7)In August 2020, we granted to Mr. Rowe 100,000 RSUs vesting in one-third increments on each of August 4, 2021, 2022 and 2023, provided that Mr. Rowe remains employed by us through the applicable vesting date. The aggregate grant date fair value ($578,000) of the RSUs awarded to Mr. Rowe in August 2020 was determined using the closing price of our common stock on the August 4, 2020 grant date of $5.78 per share.
(8)In June 2020, we granted to Mr. Ravin a stock option award for 149,327 shares of common stock vesting in one-third increments on each of June 3, 2021, 2022 and 2023, provided that Mr. Ravin remains employed by the Company
through the applicable vesting date. As determined in accordance with FASB ASC 718, the grant date fair value of the award is approximately $1.72 per share.
(9)In June 2020, we granted to Mr. Brossard a stock option award for 100,000 shares of common stock vesting in one-third increments on each of June 3, 2021, 2022 and 2023, provided that Mr. Brossard remains employed by the Company through the applicable vesting date. As determined in accordance with FASB ASC 718, the grant date fair value of the award is approximately $1.72 per share.
(10)For 2020, All Other Compensation for Mr. Ravin is primarily comprised of certain health expenses incurred on business trips of $4,647 and related transport expenses of $13,691, as well as rental payments of $41,832 for an apartment near our California Operations Center in Pleasanton, California, as Mr. Ravin maintains his primary residence near our corporate headquarters in Las Vegas, Nevada. For 2019, All Other Compensation for Mr. Ravin was primarily comprised of certain health expenses incurred on business trips of $56,308 and related transport expenses of $39,397, as well as rental payments of $41,480 for an apartment near our California Operations Center in Pleasanton, California.
(11)For 2020, All Other Compensation for Mr. Brossard is primarily comprised of life and disability insurance premiums.
(12)For 2020, All Other Compensation for Mr. Rowe is primarily comprised of a 401(k) plan contribution.
Employment Agreements and Potential Payments upon Termination or Change in Control
Executive Employment Agreements
Seth A. Ravin
We entered into an amended and restated employment agreement with Mr. Ravin, our Chief Executive Officer, on January 6, 2017. The employment agreement has no specific term and provides for at-will employment. As originally drafted, under the employment agreement, Mr. Ravin was entitled to receive an annual base salary of $300,000, subject to adjustment, and was eligible for annual target bonus equal to the greater of $300,000 or his then-current annual base salary, with 75% of such target bonus, if any, earned and paid on a quarterly basis and 25% of such target bonus earned and paid on an annual basis, in each case, subject to achievement of performance metrics. On June 3, 2020, the Compensation Committee Report as required byapproved the rules of the SEC; andfollowing market-based adjustments, in a further amendment to perform such further functions as may be consistent with this Charter or assigned by applicable law, the Company’sMr. Ravin’s amended and restated memorandumemployment agreement, as determined with the input of the Compensation Committee’s independent compensation consultant, to Mr. Ravin’s base salary and articlestarget annual non-equity incentive compensation, as follows:
•a $100,000 increase in base salary from $300,000 to $400,000 per year, effective as of associationJune 1, 2020 and
•a corresponding increase to his target annual non-equity incentive compensation from $300,000 to $400,000, effective as of June 1, 2020.
The amendment to Mr. Ravin’s employment agreement also clarifies the equity vesting and severance benefits intended to be provided upon Mr. Ravin’s termination of employment due to death or disability, as described further below.
If Mr. Ravin’s employment is terminated either by us other than for “cause” (as defined below), or due to death, or disability or by him for “good reason” (as defined below), then, in each case, he receives: (i) 100% acceleration of all outstanding unvested equity awards issued under any equity incentive plan approved by the Board; (ii) continued payments of his then-current annual base salary and target bonus for 24 months; and (iii) COBRA reimbursements for him and his covered dependents for up to 24 months.
If Mr. Ravin’s employment is terminated within 24 months following a “change of control” (as defined below) either by us other than for “cause” or by him for “good reason,” then, in each case, he receives: (i) 100% acceleration of all outstanding unvested equity awards issued under any equity incentive plan approved by the Board; (ii) a lump sum payment of two times his then-current annual base salary and annual target bonus; and (iii) COBRA premiums for him and his covered dependents for up to 24 months.
Severance benefits in all cases are subject to Mr. Ravin executing and not revoking a release of claims and to his resignation from all of his employment with us. Mr. Ravin is also subject to restrictive covenants during a two year period following termination of employment.
For purposes of the employment agreement with Mr. Ravin, “cause” means generally:
•his failure to perform the duties and responsibilities of his position after he has been provided a written demand for performance from the Board and a cure period of 30 days;
•any act of gross negligence or willful misconduct taken by him in connection with his employment, and in the case of gross negligence such act had a material adverse effect on our business or reputation;
•any act of dishonesty or moral turpitude constituting fraud or embezzlement or otherwise adversely affecting our business or reputation;
•his conviction of, or plea of nolo contendere to, a felony (other than minor traffic-related offenses);
•his indictment or conviction for a criminal violation of state or federal securities law; or
•any breach by him of any covenants set forth in the employment agreement which is not cured within 15 days of receipt of a written notice of breach.
For purposes of the employment agreement with Mr. Ravin, “good reason” means generally a resignation within 90 days following the expiration of the cure period (described below) following the occurrence of any of the following without his express written consent:
•a material reduction of his duties, authority or responsibilities;
•a material reduction in his base compensation other than pursuant to a reduction that also is applied to substantially all of our other executives;
•a material change in geographic location at which he must perform services (in other words, a change in geographic location of more than 50 miles); or
•any material breach by us of the employment agreement.
Mr. Ravin must provide us with notice of the facts constituting the grounds for good reason within 90 days of the event he believes constitutes “good reason” and allow for a reasonable cure period of not less than 30 days.
For purposes of the employment agreement with Mr. Ravin, “change of control” means generally:
•a change in our ownership, which is deemed to occur on the date that any one person, or more than one person acting as a group, acquires ownership of our stock that, together with the stock held by such person, constitutes more than 50% of our total voting power, except for a financing transaction approved by our Board;
•a change in our effective control, which is deemed to occur on the date that a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election was not endorsed by a majority of the members of the Board prior to the date of appointment or election; or
•a change in the ownership of a substantial portion of our assets, which is deemed to occur on the date that any person, or more than one person acting as a group, acquires assets from us that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of our assets immediately prior to such acquisition or acquisitions.
Gerard Brossard
We entered into an offer letter agreement with Mr. Brossard, our Chief Operating Officer (and, prior to March 1, 2021, our Executive Vice President and Chief Operating Officer), on May 22, 2020. The offer letter agreement has no specific term and provides for at-will employment. In accordance with the terms of the offer letter agreement, Mr. Brossard’s initial annual base salary was $350,000 and he is eligible for annual target incentive compensation opportunities of $350,000, each of which was prorated for 2020. His annual incentive compensation payments are payable as described under the heading “Non-Equity Incentive Plan Compensation,” above. He is eligible to participate in the Company’s retirement and other benefit plans and programs offered to the Company’s other senior executives.
Also pursuant to the terms of his offer letter agreement and the Company’s 2013 Equity Incentive Plan (the “2013 Plan”), Mr. Brossard received (i) an onboarding stock option award for 100,000 shares of common stock vesting in equal annual
installments over a three-year vesting period following the grant date, provided that Mr. Brossard remains employed by the Company through the applicable vesting date, and (ii) an onboarding award of RSUs in respect of 200,000 shares of the Company’s common stock vesting in equal annual installments over a three-year vesting period following the grant date, provided that Mr. Brossard remains employed by the Company through the applicable vesting date. The per share exercise price of the stock options is $4.46, which was the closing sales price of a share of the Company’s common stock on the grant date. Each of the equity awards was granted effective as of the date of approval by the Compensation Committee on June 3, 2020 and is subject to the terms and conditions of the Company’s 2013 Plan and form restricted stock unit and stock option award agreements.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2020
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Option Awards(1) | | | |
| | | | Number of Securities Underlying
Unexercised Options | | Option
Exercise
Price | | Option
Expiration
Date | | | |
| | Name | | Exercisable | | Unexercisable | | | | | |
| | Seth A. Ravin | | 287,295 | | | — | | | $ | 4.68 | | | 1/21/2025 | | | |
| | | | 23,254 | | | 11,627 | | (2) | 9.46 | | | 2/6/2023 | | | |
| | | | 43,412 | | | 21,707 | | (3) | 8.60 | | | 2/6/2028 | | | |
| | | | — | | | 149,327 | | (4) | 4.46 | | | 6/20/2030 | | | |
| | | | | | | | | | | | | |
| | Gerard Brossard | | — | | | 100,000 | | (5) | $ | 4.46 | | | 6/3/2030 | | | |
| | | | | | | | | | | | | |
| | David Rowe | | 129,559 | | | — | | | $ | 1.19 | | | 5/7/2022 | | | |
| | | | 47,881 | | | — | | | 4.85 | | | 10/14/2024 | | | |
| | | | 239,412 | | | — | | | 7.52 | | | 6/29/2027 | | | |
| | | | 250,000 | | | — | | | 8.60 | | | 2/6/2028 | | | |
_____________________________
(1)All stock option awards have been granted under equity incentive plans approved by our stockholders.
(2)The remaining unexercisable portion of Mr. Ravin’s stock option award totaling 34,881 shares of common stock vested on February 6, 2021.
(3)The remaining unexercisable portion of Mr. Ravin’s stock option award totaling 65,119 shares of common stock vested on February 6, 2021.
(4)One-third of the unexercisable portion of Mr. Ravin’s stock option award for 149,327 shares of common stock will vest on June 3, 2021. The remaining two-thirds will vest ratably on June 3, 2022 and 2023, respectively, subject to his continued service as an employee of the Company.
(5)One-third of the unexercisable portion of Mr. Brossard’s stock option award for 100,000 shares of common stock will vest on June 3, 2021. The remaining two-thirds will vest ratably on June 3, 2022 and 2023, respectively, subject to his continued service as an employee of the Company.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Restricted Stock Unit (“RSU”) Awards(1) | | |
| | Name | | Number of RSUs that Have Not Vested | | Market Value of RSUs that Have Not Vested(2) | | |
| | Seth A. Ravin | | 16,667 | | (3) | $ | 74,000 | | | |
| | | | 232,062 | | (4) | 1,028,000 | | | |
| | | | | | | | |
| | Gerard Brossard | | 200,000 | | (5) | $ | 886,000 | | | |
| | | | 200,000 | | (6) | 886,000 | | | |
| | | | | | | | |
| | David Rowe | | 16,667 | | (7) | $ | 74,000 | | | |
| | | | 33,334 | | (8) | 148,000 | | | |
| | | | 100,000 | | (9) | 443,000 | | | |
_____________________________
(1)All RSU awards have been granted under equity incentive plans approved by our stockholders.
(2)Based on the closing price of the Company’s common stock on the Nasdaq Global Market on December 31, 2020 ($4.43).
(3)Mr. Ravin was awarded 25,000 RSUs in May 2019 of which 8,333 RSUs vested on May 7, 2020. The remaining 16,667 RSUs will vest ratably on May 7, 2021 and 2022, respectively, subject to his continued service as an employee of the Company.
(4)The 232,062 RSUs awarded to Mr. Ravin in June 2020 vest ratably on June 3, 2021, 2022 and 2023, respectively, subject to his continued service as an employee of the Company.
(5)The 200,000 RSUs awarded to Mr. Brossard in June 2020 vest ratably on June 3, 2021, 2022 and 2023, respectively, subject to his continued service as an employee of the Company.
(6)The 200,000 RSUs awarded to Mr. Brossard in November 2020 vest ratably on November 20, 2021, 2022 and 2023, respectively, subject to his continued service as an employee of the Company.
(7)Mr. Rowe was awarded 25,000 RSUs in May 2019, of which 8,333 vested on May 7, 2020. The remaining 16,667 RSUs will vest ratably on May 7, 2021 and 2022, respectively, subject to his continued service as an employee of the Company.
(8)Mr. Rowe was awarded 25,000 RSUs in in August 2019, of which 16,666 vested on May 7, 2020. The remaining 33,334 RSUs will vest ratably on August 6, 2021 and 2022, respectively, subject to his continued service as an employee of the Company.
(9)The 100,000 RSUs awarded to Mr. Rowe in August 2020 vest ratably on August 4, 2021, 2022 and 2023, respectively, subject to his continued service as an employee of the Company.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
Presented below is information about each of our Equity Incentive Plans as of December 31, 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,Warrants
and Rights | | Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights | | Number of Securities
Remaining Available for
Issuance under Equity
Compensation Plans
(Excluding Securities
Reflected in Column (a)) | | |
| | (a) | | (b) | | (c) | | |
| Equity Compensation Plans Approved by Stockholders | | | | | | | |
| 2007 Stock Plan | 1,557,075 | | (1) | $ | 2.19 | | | — | | | |
| 2013 Equity Incentive Plan | 8,773,015 | | (2) | 6.11 | | | 4,036,770 | | (3) | |
| 2018 Employee Stock Purchase Plan | — | | | — | | | 5,000,000 | | (4) | |
| Equity Compensation Plans Not Approved by Stockholders | — | | | — | | | — | | | |
| Total | 10,330,090 | | | $ | 5.24 | | | 9,036,770 | | | |
_____________________________
(1)The 2007 Stock Plan (the “2007 Plan”) reserved up to approximately 14,254,000 shares of common stock for the grant of stock options and stock purchase rights to our employees and directors. The 2007 Plan was terminated in November 2013, however, the terms of the 2007 Plan continue to govern any outstanding awards thereunder. Grants under the 2007 Plan consist solely of stock options. As of December 31, 2020, the Company had 1.6 million stock options outstanding under the 2007 Plan.
(2)In October 2013, we established the 2013 Plan, which provides for grants of stock options, stock appreciation rights, restricted stock, RSUs, performance units and performance shares. The authorized shares of common stock under the 2013 Plan are increased for outstanding options under the 2007 Plan that are subsequently forfeited or expire unexercised. Accordingly, options that expire or are forfeited under the 2007 Plan become available for re-grant under the 2013 Plan. Through December 31, 2020, grants under the 2013 Plan consist solely of stock options and RSUs. The 2013 Plan will expire in July 2027. As of December 31, 2020, the Company had 5.4 million stock options outstanding and 3.3 million RSUs outstanding under the 2013 Plan.
(3)On the first day of each fiscal year beginning in 2018, the 2013 Plan provides that the number of authorized shares available for issuance will increase in an amount equal to the lesser of (i) approximately 4.8 million shares, (ii) 4% of the outstanding shares of all classes of our common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as the Board may determine. On February 23, 2021, the Board approved an increase in the authorized shares for 3,056,235 shares, which is excluded from this amount.
(4)In June 2018, our stockholders approved the Rimini Street, Inc. 2018 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides for the purchase by employees of up to an aggregate of 5,000,000 shares of common stock. The purchase price per share at which shares are sold in an offering period under the ESPP will be equal to the lesser of 85% of the fair market value of the shares (i) on the first trading day of the offering period, or (ii) on the purchase date (i.e., the last trading day of the offering period). Offering periods will consist of two six-month periods generally commencing twice each calendar year. The purpose of the ESPP is to provide an opportunity for eligible employees to purchase shares of our common stock at a discount through voluntary contributions from such employees’ eligible pay, thereby attracting, retaining and rewarding such persons and strengthening the mutuality of interest between such employees and our stockholders. Through December 31, 2020, no offering period under the ESPP had commenced and no shares of common stock have been issued under the ESPP.
PROPOSAL NO. 2
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
Background
Section 14A of the Exchange Act requires the Company to seek a non-binding, advisory vote (“Say on Pay” vote) from its stockholders to approve the compensation of its Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and the related narrative disclosure in this Proxy Statement.
This vote is advisory only, which means that the vote on executive compensation is not binding on the Company, the Board, or the
Board. | II. | COMPOSITION OF THE COMMITTEE |
TheCompensation Committee. However, both the Board and the Compensation Committee shall consist of three or more directorswill consider and evaluate the results of the vote, together with feedback from stockholders. To the extent there is any significant vote against our named executive officer compensation as disclosed in this proxy statement, the Board and the Compensation Committee will evaluate whether any actions are necessary to address the concerns of stockholders.
The vote on this Proposal 2 is not intended to address any specific element of compensation, but rather relates to the overall compensation of our Named Executive Officers, as described in this Proxy Statement. As discussed in those disclosures, our Board believes that its compensation philosophy and decisions support our key business objectives of creating value for, and promoting the interests of, our stockholders.
Proposal
The Company is presenting this Proposal 2, which gives you, as determined from timea stockholder, the opportunity to timeexpress your view on the compensation of our Named Executive Officers by voting FOR or AGAINST the Board. Each memberfollowing resolution:
“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and other narrative executive compensation disclosures contained in the Company’s 2021 Proxy Statement, is hereby APPROVED.”
Board of Directors Recommendation
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
Vote Required
Approval of this Proposal 2 requires the affirmative vote of a majority of the voting power of the shares represented at the Annual Meeting and entitled to vote.
Even though the results of the Say on Pay vote will not be binding on the Company, the Board or the Compensation Committee shalland will not create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company, the Board or the Compensation Committee, the Board and the Compensation Committee will take into account the outcome of the Say on Pay vote when considering future executive compensation decisions.
PROPOSAL NO. 3
ADVISORY VOTE ON THE FREQUENCY OF
FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
Background
In addition to the advisory “Say on Pay” vote set forth in Proposal 2, pursuant to Section 14A of the Exchange Act, stockholders are also entitled, at least once every six years, to indicate on an advisory basis their preference regarding how frequently we should solicit the “Say on Pay” advisory vote. This non-binding advisory vote is commonly referred to as a “Say on Frequency” vote. By voting on this Proposal 3, stockholders may indicate whether the advisory “Say on Pay” vote should occur each year, once every two years or once every three years, or they may abstain from voting. Although the vote is advisory and is not binding on the Board, the Board will take into account the outcome of the vote when considering the frequency of future “Say on Pay” proposals.
After careful consideration, the Board has determined that an annual advisory vote on executive compensation is the most appropriate alternative for our Company because it will provide stockholders the opportunity to react promptly to emerging trends in compensation and will provide the Board and the Compensation Committee the opportunity to evaluate compensation decisions in light of annual feedback from stockholders.
Please note that this Proposal 3 does not provide stockholders with the opportunity to vote for or against any particular resolution; rather, it permits stockholders to choose how often they would like us to include a stockholder advisory vote on the compensation of our executives on the agenda for the annual meeting of stockholders.
Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide that it is in the best interest of our stockholders and the Company to conduct “Say on Frequency” votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.
When voting on this Proposal 3, you should mark your proxy for “Each Year,” “Once Every Two Years” or “Once Every Three Years” based on your preference as to the frequency with which an advisory vote on executive compensation should be held. If you have no preference, you may abstain.
Board of Directors Recommendation
THE BOARD RECOMMENDS A FREQUENCY OF “EACH YEAR” FOR HOLDING FUTURE “SAY ON PAY” ADVISORY VOTES ON EXECUTIVE COMPENSATION.
Vote Required
Approval of this Proposal 3 requires the affirmative vote of a majority of the voting power of the shares represented at the Annual Meeting and entitled to vote.
DIRECTOR COMPENSATION
We generally use a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on the Board. Additionally, our directors are reimbursed for reasonable travel expenses incurred in attending meetings. In setting director compensation, we consider the significant amount of time that directors expend fulfilling their duties to us as well as the skill level required of such directors. For the year ended December 31, 2020, non-employee director compensation was paid through cash compensation and the issuance of RSUs as discussed below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Director Fees Paid in Cash | | Stock Awards(12) | | Option Awards(14) | | Total
Compensation |
Director Name(1) | | Director | | Committee(s) | | Total | | | |
| | | | | | | | | | | | |
| Jack L. Acosta | | $ | 40,000 | | (2) | $ | 20,000 | | (6) | $ | 60,000 | | | $ | 170,225 | | (13) | — | | | $ | 230,225 | |
| Thomas Ashburn | | 40,000 | | (2) | 17,500 | | (7) | 57,500 | | | 170,225 | | (13) | — | | | 227,725 | |
| Antonio Bonchristiano | | 40,000 | | (2) | — | | | 40,000 | | | 170,225 | | (13) | — | | | 210,225 | |
| Steve Capelli | | 40,000 | | (2) | 22,500 | | (8) | 62,500 | | | 170,225 | | (13) | — | | | 232,725 | |
| Robin Murray | | 40,000 | | (2) | 5,000 | | (9) | 45,000 | | | 170,225 | | (13) | — | | | 215,225 | |
| Jay Snyder | | 23,333 | | (3) | — | | | 23,333 | | | 299,997 | | (13) | — | | | 323,330 | |
| Margaret (Peggy) Taylor | | 52,500 | | (2)(4) | 25,000 | | (10) | 77,500 | | | 170,225 | | (13) | — | | | 247,725 | |
| Andrew Fleiss | | 16,667 | | (5) | 9,775 | | (11) | 26,442 | | | 70,927 | | (13) | — | | | 97,369 | |
_____________________________
(1)During 2020, Seth A. Ravin was an executive officer who also served as a member of the Board. Mr. Ravin has been omitted from this table since he received compensation for his service as an executive officer but did not receive additional compensation for serving as a director of the Company. Mr. Ravin’s compensation is described above in the “Summary Compensation Table.”
(2)Each of our non-employee directors who served for the entire 2020 calendar year received an annual retainer of $40,000 for service in 2020. Board members who serve on committees/as committee chairpersons receive additional compensation shown in the “Committee” column. All Board and Committee retainers are payable in cash on a quarterly basis.
(3)Mr. Snyder was elected to the Board at the 2020 annual meeting of stockholders held on June 3, 2020, resulting in a pro-rated annual director retainer of $23,333 paid for service in 2020.
(4)Ms. Taylor serves as Lead Independent Director for which an annual retainer of $12,500 was paid for service in 2020 in addition to the $40,000 retainer that all non-employee Board members receive.
(5)During 2020, Mr. Fleiss served as a member of the Board until the expiration of his term at the 2020 annual meeting of stockholders, resulting in a pro-rated annual director retainer of $16,667 paid for service in 2020.
(6)Mr. Acosta serves as Chair of the Audit Committee for which an additional annual retainer of $20,000 was paid for service in 2020.
(7)Mr. Ashburn serves as Chair of the Nominating Committee for which an additional annual retainer of $10,000 was paid for service in 2020. Mr. Ashburn also serves as a member of the Compensation Committee for which an additional annual retainer of $7,500 was paid for service in 2020.
(8)Mr. Capelli serves as a member of the Audit Committee, the Compensation Committee and the Nominating Committee for which additional annual retainers were paid for service in 2020 in the amounts of $10,000, $7,500 and $5,000, respectively.
(9)Mr. Murray serves as a member of the Nominating Committee for which an additional annual retainer of $5,000 was paid for service in 2020.
(10)Ms. Taylor serves as Chair of the Compensation Committee for which an additional annual retainer of $15,000 was paid for service in 2020. Ms. Taylor is also a member of the Audit Committee for which an additional annual retainer of $10,000 was paid for service in 2020.
(11)Prior to the expiration of his term at the 2020 annual meeting of stockholders, Mr. Fleiss served as a member of the Audit Committee, the Compensation Committee and the Nominating Committee. The total committee fees for Mr. Fleiss represent the pro rata portion of the additional annual retainers earned by Mr. Fleiss for his service on these committees in 2020 prior to the expiration of his term.
(12)The aggregate number of Stock Awards held by each of the non-employee Board members as of December 31, 2020, was as follows: Mr. Acosta: 38,167, Mr. Ashburn: 38,167, Mr. Bonchristiano: 38,167, Mr. Capelli: 38,167, Mr. Murray: 38,167, Mr. Snyder: 67,264 and Ms. Taylor: 38,167.
(13)On June 3, 2020, (i) with the exception of Mr. Snyder and Mr. Fleiss, each of the non-employee Board members were granted 38,167 RSUs that vested 100% on January 2, 2021, (ii) Mr. Snyder was granted 67,264 RSUs vesting in one-half increments on each of June 3, 2021 and June 3, 2022, provided that Mr. Snyder remains a member of the Board through the applicable vesting date, and (iii) Mr. Fleiss was granted 15,903 RSUs, 100% of which vested upon the expiration of his term of service as a director of the Company at the 2020 annual meeting of stockholders. The aggregate grant date fair value for the RSU awards was computed in accordance with FASB ASC 718. A discussion of all assumptions made in the valuation of the awards is in Note 8, Stock-Based Compensation and Warrants, to our consolidated financial statements for the year ended December 31, 2020, included in our Annual Report on Form 10-K filed with the SEC on March 3, 2021. For purposes of this table, the entire fair value of awards is reflected in the year of grant, without regards to estimated forfeitures, whereas under FASB ASC 718, the fair value of awards is recognized in our consolidated financial statements over the vesting period.
(14)No Option Awards were granted during 2020 to the non-employee Board members. The aggregate number of Option Awards held by each of the non-employee Board members as of December 31, 2020, was as follows: Mr. Acosta: 256,067, Mr. Ashburn: 177,263, Mr. Bonchristiano: 4,209, Mr. Capelli: 137,361, Mr. Murray: 137,361, Mr. Snyder: no Option Awards, and Ms. Taylor: 257,067.
Effective January 1, 2021, the Company’s cash and equity compensation program for its non-employee directors includes cash compensation for Board service, committee service, service as Lead Independent Director, and service as a Board committee Chair, and provides for automatic annual grants of RSUs as set forth in the Company’s Non-Employee Director Compensation Policy, a copy of which is filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
PROPOSAL NO. 4
PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021
Background
The Audit Committee of the Board has appointed KPMG LLP (“KPMG”) as the independent registered public accounting firm to audit our Company’s consolidated financial statements for the fiscal year ending December 31, 2021. The submission of this matter for ratification by stockholders is not legally required; however, the Board believes that such submission is consistent with best practices in corporate governance and is an opportunity for stockholders to provide direct feedback to the Audit Committee and the Board on an important issue of corporate governance. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm as our Company’s external auditor. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm to be our Company’s external auditor at any time during the year if it determines that such a change would be in the best interests of our Company and our stockholders.
Board of Directors Recommendation
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.
Vote Required
Approval of this proposal requires the affirmative vote of a majority of the voting power of the shares represented at the Annual Meeting and entitled to vote.
KPMG Representative — Attendance at the Annual Meeting
A representative of KPMG is expected to be present at the Annual Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions by stockholders.
FEES PAID TO AUDITORS
KPMG charged the following fees related to our 2020 and 2019 financial statements, all of which were approved by the Audit Committee:
| | | | | | | | | | | | | | | | | | | | | | | |
| | 2020 | | 2019 |
| Amount | | Percent | | Amount | | Percent |
| Audit fees | $ | 2,481,025 | | (1) | | | $ | 1,760,741 | | (2) | 98 | % |
| Audit-related fees | — | | | | | 32,000 | | (3) | 2 | % |
| Tax fees | — | | | | | — | | | — | % |
| All other fees | 2,730 | | (4) | | | 5,000 | | (4) | — | % |
| Total | $ | 2,483,755 | | | | | $ | 1,797,741 | | | 100 | % |
_____________________________
(1)Consists of fees for the quarterly reviews of our financial statements filed with the SEC during 2020 and the audit of our annual financial statements and related expenses for the year ended December 31, 2020, for a total of $2,420,025, as well as fees related to the issuance of consents related to registration statements filed with the SEC in 2020 on Form S-3 and Form S-8 of $61,000.
(2)Consists of fees for the quarterly reviews of our financial statements filed with the SEC during 2019 and the audit of our annual financial statements and related expenses for the year ended December 31, 2019, for a total of $1,494,741, as well as (i) fees related to the issuance of consents related to registration statements filed with the SEC in 2019 on Form S-3 and Form S-8 of $46,000, (ii) fees relating to the implementation of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASC 606”) of $175,000 and (iii) fees relating to an impact assessment of ASU No. 2016-02, Leases, (“ASC 842”) of $45,000.
(3)Consists of audit services incurred in 2019 for the annual audit of our 401(k) plan for the year ended December 31, 2018.
(4)Consists of fees relating to an annual subscription to KPMG’s Accounting Research Online tool.
Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors; Delegation of Pre-Approval Authority in Specified Instances
All audit and permissible non-audit services provided by the independent auditors are pre-approved by the Audit Committee (or the Chair of the Audit Committee, pursuant to a delegation of authority). These services may include audit services, audit-related services, tax services and other services. To facilitate the pre-approval process, the Audit Committee of the Board has adopted an “Audit and Non-Audit Services Pre-Approval Policy” (the “Pre-Approval Policy”). Under the Pre-Approval Policy, proposed audit and permissible non-audit services may either (i) be pre-approved without consideration of specific case-by-case services by the Audit Committee (“general pre-approval”) or (ii) require the specific pre-approval of the Audit Committee (“specific pre-approval”). The Audit Committee believes that the combination of these two approaches results in an effective and efficient procedure to pre-approve services performed by the independent auditors. As set forth in the Pre-Approval Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee (or the Audit Committee chairperson, to the extent such authority has been delegated by the Audit Committee) if it is to be provided by the independent auditors. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee. The Audit Committee has delegated authority to Mr. Acosta, as Chairman of the Audit Committee, to address certain types of requests for specific pre-approval, provided that any such pre-approvals are presented to the full Audit Committee at its next meeting.
The Pre-Approval Policy also identifies a list of non-audit services that the independent auditors are prohibited from providing in accordance with SEC rulemaking governing outside auditor independence. You can find a copy of the Pre-Approval Policy on the “Investor Relations” subpage of our website.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS(1)
Our Audit Committee has reviewed our audited consolidated financial statements for the fiscal year ended December 31, 2020 and discussed them with management and our independent registered public accounting firm, KPMG.
Our Audit Committee has also received from, and discussed with, KPMG various communications that KPMG is required to provide to our Audit Committee, including the matters required by the applicable standards of the Public Company Accounting Oversight Board and the SEC.
In addition, KPMG provided our Audit Committee with the written disclosures and the letter required by applicable requirements of the NASDAQ Stock Market (the “NASDAQ”),Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and any additional requirementsthe Audit Committee has discussed with KPMG that firm’s independence.
Based on the review and discussions referred to above, our Audit Committee recommended to the Board that the Board deems appropriate. Membersaudited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2020.
| | | | | | | | |
| | By the Audit Committee of the Board of Directors of Rimini Street, Inc. |
| | |
| | Jack L. Acosta (Chair) |
| | Steve Capelli |
| | Margaret (Peggy) Taylor |
_____________________________
(1)The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing we make under either the Securities Act of the Committee shall also qualify1933, as “non-employee directors” within the meaning of Rule 16b-3 promulgated underamended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and “outside directors” within the meaningirrespective of Section 162(m) of the Internal Revenue Code of 1986, as amended. All members of the Committee shall qualify as “independent directors” under NASDAQ Rule 5605(d)(2) for purposes of the NASDAQ listing standards, asany general incorporation language in any such standards may be changed from time to time; provided, however, that membership on the Committee may be phased-in in accordance with NASDAQ Rule 5615(b)(1).filing.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
chairperson of the Committee shall be designated by the Board,provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson.Any vacancy on the Committee shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board.
| III. | MEETINGS AND PROCEDURES OF THE COMMITTEE |
The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less than twice annually. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinentfollowing table sets forth information as necessary, provided, that the Chief Executive Officer of the Company may not be present during any portion of a Committee meeting in which deliberation or any vote regarding his or her compensation occurs.
A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.
The Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate.
| IV. | DUTIES AND RESPONSIBILITIES OF THE COMMITTEE |
A. Executive Compensation
The Committee shall have the following duties and responsibilities with respect to the Company’sbeneficial ownership of shares of our common stock by (i) each director, (ii) each Named Executive Officer, (iii) all directors and executive compensation plans:
(a) To review at least annually the goalsofficers as a group, and objectives(iv) each person who we know beneficially owns more than 5% of our common stock, in each case as of the Company’s executive compensation plans, and amend, or recommend that the Board amend, these goals and objectives if the Committee deems it appropriate.
(b) To review at least annually the Company’s executive compensation plans in light of the Company’s goals and objectives with respect to such plans, and, if the Committee deems it appropriate, adopt, or recommend to the Board the adoption of, new, or the amendment of existing, executive compensation plans.
(c) To evaluate annually the performance of the Chief Executive Officer in light of the goals and objectives of the Company’s executive compensation plans, and, either as a Committee or together with the other independent directors (as directed by the Board), determine and approve the Chief Executive Officer’s compensation level based on this evaluation. In determining the long-term incentive component of the Chief Executive Officer’s compensation, the Committee shall consider factors as it determines relevant, which may include, for example, the Company’s performance and relative shareholder return, the value of similar awards to chief executive officers of comparable companies, and the awards given to the Chief Executive Officer of the Company in past years. The Committee may discuss the Chief Executive Officer’s compensation with the Board if it chooses to do so.
(d) To evaluate annually the performance of the other executive officers of the Company in light of the goals and objectives of the Company’s executive compensation plans, and either as a Committee or together with the other independent directors (as directed by the Board), determine and approve the compensation of such other executive officers. To the extent that long-term incentive compensationRecord Date, unless otherwise indicated below. Beneficial ownership is a component of such executive officer’s compensation, the Committee shall consider all relevant factors in determining the appropriate level of such compensation, including the factors applicable with respect to the Chief Executive Officer.
(e) To evaluate annually the appropriate level of compensation for Board and Committee service by non-employee directors of the Company.
(f) To review and approve any severance or termination arrangements to be made with any executive officer of the Company.
(g) To perform such duties and responsibilities as may be assigned to the Board or the Committee under the terms of any executive compensation plan.
(h) To review perquisites or other personal benefits to the Company’s executive officers and directors and recommend any changes to the Board.
(i) To consider the results of the most recent shareholder advisory vote on executive compensation as required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, to the extent the Committee determines it appropriate to do so, take such results into consideration in connection with the review and approval of executive officer compensation.
(j) To review and discuss with management the Company’s CD&A, and based on that review and discussion, to recommend to the Board that the CD&A be included in the Company’s annual proxy statement or annual report on Form 10-K.
(k) To review compensation arrangements for the Company’s employees to evaluate whether incentive and other forms of pay encourage unnecessary or excessive risk taking, and review and discuss, at least annually, the relationship between risk management policies and practices, corporate strategy and the Company’s compensation arrangements.
(l) To the extent it deems necessary, review and approve the terms of any compensation “clawback” or similar policy or agreement between the Company and the Company’s executive officers or other employees subject to Section 16 of the Exchange Act.
(m) To prepare the Compensation Committee Reportdetermined in accordance with the rules and regulations of the SEC for inclusion in the Company’s annual proxy statementSEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or annual report on Form 10-K.
(n) To perform such other functions as assigned by law, the Company’s amended and restated memorandum and articles of associationshared voting power or the Board.
Notwithstanding anything to the contrary in the foregoing, the Committee shall have sole discretion and authorityinvestment power with respect to any action regarding compensation payable tothose securities and include shares of common stock issuable upon the Chief Executive Officerexercise of stock options or other executive officerswarrants that are immediately exercisable or exercisable within 60 days after the Record Date, shares of common stock issuable upon the vesting of RSUs that vest within 60 days after the Record Date and shares of common stock issuable upon the conversion of shares of our Preferred Stock within 60 days of the Company that the Committee intends to constitute “qualified performance-based compensation” for purposes of section 162(m)Record Date. Except as otherwise indicated, all of the Internal Revenue Codeshares reflected in the table are shares of 1986, as amendedcommon stock and the Treasury Regulations promulgated thereunder.
B. General Compensationall persons listed below have sole voting and Employee Benefit Plans
The Committee shall have the following duties and responsibilitiesinvestment power with respect to the Company’s general compensation and employee benefit plans, including incentive-compensation and equity-based plans:
(a) To review at least annually the goals and objectivesshares beneficially owned by them, subject to applicable community property laws. The information is not necessarily indicative of beneficial ownership for any other purpose.
Percentage ownership calculations are based on shares of common stock outstanding as of the Company’s general compensation plansRecord Date. In computing the number of shares of common stock beneficially owned by each person, entity or group and the related percentage ownership, we included in both the numerator and the denominator shares of common stock subject to options or warrants held by that person, entity or group that are currently exercisable or exercisable within 60 days of the Record Date, shares of common stock issuable upon the vesting of RSUs held by that person, entity or group that vest within 60 days after the Record Date and shares of common stock currently issuable upon the conversion of shares of Preferred Stock held by that person, entity or group. We did not include these shares, however, for the purpose of computing the percentage ownership of any other employee benefit plans, including incentive-compensationperson or entity. Except as otherwise indicated in the table below, addresses of named beneficial owners are in care of Rimini Street, Inc., 3993 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169.
| | | | | | | | | | | | | | | | | |
| Name of Beneficial Owner | | Number of Shares
Beneficially
Owned | | Percent of Class |
| Named Executive Officers and Directors: | | | | |
Seth A. Ravin(1) | | 13,557,027 | | | | 15.82 | % |
Jack L. Acosta(2) | | 351,065 | | | | * |
Thomas Ashburn(3) | | 271,761 | | | | * |
Antonio Bonchristiano(4) | | 113,835 | | | | * |
Steve Capelli(5) | | 231,459 | | | | * |
Robin Murray(6) | | 25,028,692 | | | | 29.34 | % |
Jay Snyder(7) | | 36,361 | | | | * |
Margaret (Peggy) Taylor(8) | | 352,065 | | | | * |
Gerard Brossard(9) | | 99,999 | | | | * |
David Rowe(10) | | 819,998 | | | | * |
| | | | |
All Current Executive Officers and Directors as a Group (18 Persons)(11) | | 42,978,664 | | | | 48.4 | % |
| | | | | |
| Other 5% Stockholders: | | | | |
Entities Affiliated with Adams Street Partners, LLC(12) | | 25,028,692 | | | | 29.34 | % |
GPIAC, LLC(13) | | 12,937,132 | | | | 14.18 | % |
*Represents beneficial ownership of less than 1% of the shares of common stock.
(1)Consists of (i) 13,027,316 shares of our common stock beneficially owned by Seth A. Ravin, Trustee of The SAR Trust U/A/D August 30, 2005, (ii) 6,955 shares of our common stock owned by Mr. Ravin, individually, (iii) 437,070 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Record Date and equity-based plans,(iv) 85,686 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of the Record Date.
(2)Consists of (i) 78,623 shares of our common stock, (ii) 256,067 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Record Date and amend, or recommend(iii) 16,375 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of the Record Date.
(3)Consists of (i) 78,123 shares of our common stock, (ii) 177,263 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Record Date and (iii) 16,375 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of the Record Date.
(4)Consists of (i) 89,751 shares of our common stock, (ii) 4,209 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Record Date, (iii) 16,375 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of the Record Date and (iv) 3,500 shares our common stock that may be acquired by GP Cash Management Ltd. pursuant to our public warrants beneficially held by GP Cash Management Ltd. Mr. Bonchristiano is a member of the Board amend, these goals and objectives ifof Directors of GP Cash Management Ltd. Accordingly, he may be deemed to hold dispositive power over the Committee deems it appropriate.(b) To review at least annually the Company’s general compensation plans and other employee benefit plans, including incentive-compensation and equity-based plans, in lightpublic warrants beneficially held by GP Cash Management Ltd. Mr. Bonchristiano disclaims beneficial ownership of the goalspublic warrants beneficially held by GP Cash Management Ltd. except to the extent of his pecuniary interest therein.
(5)Consists of (i) 100 shares of our common stock beneficially owned by Steve Capelli, Trustee of the Steven Capelli Living Trust, (ii) 77,623 shares of our common stock owned by Mr. Capelli, individually, (iii) 137,361 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Record Date and objectives(iv) 16,375 shares of these plans,common stock issuable upon the vesting of RSUs that will vest within 60 days of the Record Date.
(6)As discussed under footnote (12), below, consists of (i) an aggregate of 23,565,433 shares of our common stock held by and recommend that1,231,900 shares of our common stock acquirable upon the Board amend these plans if the Committee deems it appropriate.(c) To review all equity-compensation plansconversion of an aggregate of 12,319 shares of our Preferred Stock held by affiliates of Adams Street Partners, LLC of which Mr. Murray may be deemed to be submitteda beneficial owner, (ii) 137,361 shares of our common stock issuable upon exercise of options held by Mr. Murray and exercisable within 60 days of the Record Date, (iii) 16,375 shares of common stock issuable upon the vesting of RSUs held by Mr. Murray that will vest within 60 days of the Record Date and (iv) 77,623 shares of common stock held by Mr. Murray, individually (by agreement with the ASP Growth Equity Funds, Mr. Murray is deemed to hold these shares for shareholder approval under the NASDAQ listing standards,benefit of the ASP Growth Equity Funds and, as a result, these shares may be deemed to reviewbe beneficially owned by Adams Street Partners, LLC). Mr. Murray, a member of our Board of Directors, is a partner with Adams Street Partners, LLC. Mr. Murray disclaims beneficial ownership of the shares held by affiliates of Adams Street Partners, LLC and himself except to the extent of his pecuniary interest therein.
(7)Consists of 36,361 shares of our common stock issuable upon the vesting of RSUs that will vest within 60 days of the Record Date.
(8)Consists of (i) 1,000 shares of our common stock beneficially owned by Margaret (Peggy) Taylor, trustee of the Margaret Taylor Trust, (ii) 77,623 shares of our common stock owned by Ms. Taylor, individually, (iii) 257,067 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Record Date and (iv) 16,375 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of the Record Date.
(9)Consists of (i) 33,333 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Record Date and (ii) 66,666 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of the Record Date.
(10)Consists of (i) 174,813 shares of our common stock, (ii) 636,852 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Record Date and (iii) 8,333 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of the Record Date.
(11)Consists of (i) 832,889 shares of our common stock, (ii) 1,166,849 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Record Date and (iii) 116,664 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of the Record Date owned by all other executive officers not named in the Committee’s sole discretion, approve all equity-compensation plans that are exempt from such shareholder approval requirement.(d) To perform such duties and responsibilitiestable as may be assigned to the Board or the Committee under the terms of any compensation or other employee benefit plan, including any incentive-compensation or equity-based plan.
| V. | ROLE OF CHIEF EXECUTIVE OFFICER |
The Chief Executive Officer may make, and the Committee may consider, recommendations to the Committee regarding the Company’s compensation and employee benefit plans and practices, including its executive compensation plans, its incentive-compensation and equity-based plans with respect to executive officers other than the Chief Executive Officer and the Company’s director compensation arrangements.
| VI. | DELEGATION OF AUTHORITY |
The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authoritywell as the Committee deems appropriate;amounts listed in the Number of Shares Beneficially Owned column above.
(12)Based partially on information provided however, that no subcommittee shall consist of fewer than two members; and provided further that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole. | VII. | EVALUATION OF THE COMMITTEE |
The Committee shall, no less frequently than annually, evaluate its performance. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.
The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Company’s or the Board’s policies or procedures.
| VIII. | INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS |
The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other adviser retained by the Committee, the expense of which shall be borne by the Company. The Committee shall be responsible for determining the amount of reasonable compensation to be paid to compensation consultants, legal counsel or other advisers pursuant to NASDAQ Rule 5605(d)(3)(C). The Committee may select a compensation consultant, legal counsel or other adviser to the Committee only after taking into consideration the following:
(a) The provision of other services to the Company by the personstockholder and disclosed on a Form 4 filed on behalf of Adams Street Partners, LLC on March 11, 2021. Consists of (i) an aggregate of 23,565,433 shares of our common stock held by entities that employsare affiliates of Adams Street Partners, LLC, (ii) 137,361 shares of our common stock issuable upon the compensation consultant, legal counselexercise of options held by Robin Murray, who is a member of our Board of Directors, and exercisable within 60 days of the Record Date, as discussed under footnote (6), (iii) 16,375 shares of common stock issuable upon the vesting of RSUs held by Mr. Murray that will vest within 60 days of the Record Date, as discussed under footnote (6), (iv) 77,623 shares of our common stock owned by Mr. Murray, individually, and (v) 1,231,900 shares of our common stock acquirable upon the conversion of an aggregate 12,319 shares of our Preferred Stock held of record by entities that are affiliates of Adams Street Partners, LLC. Includes (a) 4,320,786 shares of our common
stock held by and 108,100 shares of our common stock acquirable upon the conversion of 1,081 shares of our Preferred Stock held of record by Adams Street 2007 Direct Fund, L.P., (b) 4,870,262 shares of our common stock held by and 121,900 shares of our common stock acquirable upon the conversion of 1,219 shares of our Preferred Stock held of record by Adams Street 2008 Direct Fund, L.P., (c) 4,267,067 shares of our common stock held by and 106,700 shares of our common stock acquirable upon the conversion of 1,067 shares of our Preferred Stock held of record by Adams Street 2009 Direct Fund, L.P., (d) 1,313,301 shares held by Adams Street 2013 Direct Fund, LP, (e) 1,786,318 shares held by Adams Street 2014 Direct Fund LP, (f) 1,371,200 shares held by Adams Street 2015 Direct Venture/Growth Fund LP, (g) 1,353,906 shares held by Adams Street 2016 Direct Venture/Growth Fund LP, (h) 3,982,079 shares held by Adams Street Venture/Growth Fund VI LP, (i) 300,514 shares of our common stock held by and 895,200 shares of our common stock acquirable upon the conversion of 8,952 shares of our Preferred Stock held of record by Adams Street Rimini Aggregator LLC (“ASRA”) and (j) 77,623 shares of common stock held by Mr. Murray, who is a partner of Adams Street Partners, LLC, individually. By agreement with the aforementioned funds, Mr. Murray is deemed to hold these shares of common stock for the benefit of the funds. The shares owned by the aforementioned funds and by Mr. Murray are aggregated for purposes of reporting ownership information and, together, the aforementioned funds and Mr. Murray beneficially hold more than 5% of our capital stock. Adams Street Partners, LLC is the managing member of the general partner or other adviser;(b)the managing member of the general partner of the general partner of Adams Street 2007 Direct Fund, L.P., Adams Street 2008 Direct Fund, L.P., Adams Street 2009 Direct Fund, L.P., Adams Street 2013 Direct Fund LP, Adams Street 2014 Direct Fund LP, Adams Street 2015 Direct Venture/Growth Fund LP, Adams Street 2016 Direct Venture/Growth Fund LP, and Adams Street Venture/Growth Fund VI LP (collectively, the
“ASP Growth Equity Funds”) and may be deemed to beneficially own the shares held by them and by Mr. Murray. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Fred Wang, and Mr. Murray, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by the ASP Growth Equity Funds and Mr. Murray. Adams Street Partners, LLC and Messrs. Bremner, Diehl, Gould, Wang and Murray disclaim beneficial ownership of the shares held by the ASP Growth Equity Funds and Mr. Murray except to the extent of their pecuniary interest therein. Adams Street Partners, LLC is the manager of ASRA and may be deemed to beneficially own the shares held by ASRA. David Brett, Elisha P. Gould, Alex Kessel, Michael Taylor, Benjamin Wallwork and Craig D. Waslin, each of whom is a partner or principal of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by ASRA. Adams Street Partners, LLC and Messrs. Brett, Gould, Kessel, Taylor, Wallwork and Waslin disclaim beneficial ownership of the shares held by ASRA except to the extent of their pecuniary interest therein. The amountbusiness address of fees received fromthe foregoing entities and individuals is One North Wacker Drive, Suite 2700, Chicago, Illinois 60606. (13)Based solely on information provided to the Company by the personstockholder and disclosed in a Schedule 13D/A filed with the SEC on March 10, 2021 (as amended, the “GP Schedule 13D”) by GPIAC, LLC. GPIC, Ltd., an exempted company incorporated in Bermuda directly controlled by GP Investments, Ltd., is the managing member of GPIAC, LLC, a Delaware limited liability company, and RMNI InvestCo, LLC, a Delaware limited liability company. GP Investments, Ltd. is the sole shareholder of GP Cash Management, Ltd., a Bahamas limited liability company. GPIC, Ltd. is entitled to voting and investment power over the 12,937,132 shares of our common stock beneficially owned by GPIAC, LLC, RMNI InvestCo, LLC, GPIC, Ltd. and GP Cash Management, Ltd., including 6,118,100 shares of our common stock that employsmay be acquired by GPIC, Ltd. and GP Cash Management, Ltd. within 60 days of the compensation consultant, legal counselRecord Date pursuant to warrants issued by us. The GP Schedule 13D was filed by GPIAC, LLC on behalf of itself and on behalf of RMNI InvestCo, LLC, GP Cash Management, Ltd., GP Investments, Ltd. and GPIC, Ltd. as reporting persons pursuant to a joint filing agreement.The business address of GPIAC, LLC and RMNI InvestCo, LLC is 4001 Kennett Pike, Suite 302, Wilmington, DE 19807. The business address of GP Investments, Ltd and GPIC, Ltd. is 129 Front Street HM12, Suite 4, Penthouse, Hamilton, Bermuda. The business address of GP Cash Management, Ltd. is Lyford Manor, Western Road, Lyford Cay, Nassau, N.P., The Bahamas, PO BOX CB-13007.
OTHER MATTERS AND ADDITIONAL INFORMATION
Householding of Proxy Materials
We have adopted a procedure approved by the SEC known as “householding.” This procedure allows multiple stockholders residing at the same address the convenience of receiving a single copy of this Proxy Statement and our 2020 Annual Report. This allows us to save money by reducing the number of documents we must print and mail, and helps protect the environment as well.
At this time, householding is only available to street name holders (i.e., those stockholders who hold their shares through a brokerage or other adviser,financial institution); householding is not available for registered stockholders (i.e., those stockholders with certificates registered in their name or shares registered in their name in book entry format).
Stockholders who hold their shares through a brokerage or other financial institution may elect to participate in householding or revoke their consent to participate in householding by contacting their respective brokers/financial institutions.
Regardless of how you hold your shares, if you received a household mailing this year, and you would like to receive additional copies of our proxy materials for the Annual Meeting, please submit your request to our Rimini Street Investor Relations Department by email at IR@riministreet.com, by calling (925) 523-7636 or by directing a written request to Dean Pohl, Vice President of Investor Relations, c/o Rimini Street, Inc., at the address of our principal executive offices (see the first page of this Proxy Statement for address information), and we will promptly deliver the requested copy.
Stockholder Proposals to be Presented at the Next Annual Meeting
Stockholder proposals intended to be included in the proxy statement for the 2022 annual meeting of stockholders pursuant to SEC Rule 14a-8 must be received by our Secretary no later than December 31, 2021. In order to be considered for inclusion in our proxy statement, these proposals must satisfy the requirements of SEC Rule 14a-8.
Our Bylaws also provide for separate advance notice procedures to recommend a person for nomination as a percentagedirector or to propose business to be considered by stockholders at a meeting. To be considered timely under these provisions, the stockholder’s notice must be received by our Secretary between 75 and 45 days prior to the one-year anniversary of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;(c) The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest:
(d) Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;
(e) Any shares of the Company owned by the compensation consultant, legal counsel or other adviser; and
(f) Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.
The Committee shall conduct the independence assessment with respect to any compensation consultant, legal counsel or other adviser that provides advice to the Committee, other than: (i) in-house legal counsel; and (ii) any compensation consultant, legal counsel or other adviser whose role is limited to the following activities fordate on which no disclosure would be required under Item 407(e)(3)(iii) of Regulation S-K: consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Company, and that is available generally to all salaried employees; or providing information that either is not customizedwe first mailed our proxy materials for the CompanyAnnual Meeting (that is, between February 14, 2022 and March 16, 2022);
provided, however, that if the 2022 annual meeting date is advanced by more than 30 days before or that is customized based on parameters that are not developeddelayed by more than 60 days after the compensation consultant, and about which the compensation consultant does not provide advice.Nothing herein requires a compensation consultant, legal counsel or other compensation adviser to be independent, only that the Committee consider the enumerated independence factors before selecting or receiving advice from a compensation consultant, legal counsel or other compensation adviser. The Committee may select or receive advice from any compensation consultant, legal counsel or other compensation adviser it prefers, including ones that are not independent, after considering the six independence factors outlined above.
Nothing herein shall be construed: (1) to require the Committee to implement or act consistently with the advice or recommendations of the compensation consultant, legal counsel or other adviser to the Committee; or (2) to affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties.
* * *
While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable federal or state law.
GP INVESTMENTS ACQUISITION CORP.
A Cayman Islands Exempted Company
(Company Number 295988)
Vote Your Proxy by mail: Mark, sign and date your proxy card and return it in the postage-paid envelope provided.
Please mark your votes like thisþ
PROXY
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF
THE NOMINEE, AND “FOR” PROPOSAL TWO.
| 1. | To elect one Class A Director to serve on the Company’s Board until the 2019 annual meeting of shareholders or until his successor is elected and qualified. |
Election of Class A Director: Fernando d’Ornellas Silva
| 2. | Ratification of the selection by our audit committee of Marcum LLP to serve as our independent registered public accounting firm for the year ending December 31, 2016. |
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:
Signature _____________________ Signature _____________________ Date _______________ , 2016
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign in full corporate name by duly authorized officer, giving full title as such. If a partnership, please sign in partnership name by authorized person.
GP INVESTMENTS ACQUISITION CORP.
A Cayman Islands Exempted Company
(Company Number 295988)
150 E. 52nd Street, Suite 5003
New York, NY 10022
December 5, 2016
THIS PROXY IS SOLICITED ON BEHALF OF OUR BOARD OF
GP INVESTMENTS ACQUISITION CORP.
The undersigned hereby appoints Andrew Fleiss and the Chairmananniversary of the Annual Meeting, and each of them, proxies and attorneys-in-fact, each with the power of substitution and revocation, and hereby authorizes each to represent and vote, as designated below, all the Ordinary Shares of GP Investments Acquisition Corp. (the “Company”) held of recordthen, for notice by the undersigned atstockholder to be timely, it must be so received by the Secretary no earlier than the close of business 120 days prior to the 2022 annual meeting, and no later than the close of business on the later of (i) 90 days prior to the 2022 annual meeting, or (ii) on or before 10 days after the day on which the date of the 2022 annual meeting is first disclosed in a public announcement. Notice of any such stockholder proposals and director nominations must satisfy the requirements set forth in our bylaws. The Board, a designated committee thereof or the chairman of the meeting may refuse to acknowledge the introduction of any stockholder proposal if it is not made in compliance with the applicable notice provisions.
All notices of proposals or nominations, as applicable, must be addressed to our Secretary at our principal executive offices (see the first page of this Proxy Statement for address information).
Availability of Annual Report to Stockholders and Report on Form 10-K
Copies of our Annual Report on Form 10-K for the fiscal year ended December 2, 201631, 2020, as filed with the SEC on March 3, 2021 (exclusive of exhibits and documents incorporated by reference), may be obtained for free by directing written requests to: Daniel B. Winslow, Secretary, c/o Rimini Street, Inc., at the address of our principal executive offices (see the first page of this Proxy Statement for address information). Copies of exhibits and basic documents filed with the Annual Report on Form 10-K or referenced therein will be furnished to stockholders upon written request and payment of a nominal fee in connection with the furnishing of such documents. You may also obtain the Annual Report on Form 10-K over the internet at the SEC’s website, www.sec.gov, or at https://investors.riministreet.com/financials-and-filings/sec-filings.
Other Matters to be Presented for Action at the Annual Meeting
Management is not aware of
Shareholdersany other matters to be
heldpresented for action at the
offices of Skadden, Arps, Slate, Meagher & Flom LLP, locatedAnnual Meeting. However, if any other matter is properly presented at
Four Times Square, New York, NY 10036 on Thursday, December 29, 2016, at 10:00 a.m., Eastern Standard Time,the Annual Meeting or any adjournment thereof,
(the “Meeting”) and authorizes and instructs said proxiesit is the intention of the persons named in the enclosed proxy to vote in
the manner directed below.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEE, AND FOR PROPOSAL TWO. IN HIS DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OF THE MEETING.
(Continued, and to be marked, dated and signed,accordance with their best judgment on the other side)such matter.
GP INVESTMENTS ACQUISITION CORP.This proxy statement and the 2015 annual report on Form 10-K (which includes the Company’s financial results for the period from January 28, 2015 (inception) through December 31, 2015) are available at:
http://www.cstproxy.com/gpinvestmentsacquisitioncorp/2016
