SECURITIES AND EXCHANGE COMMISSION
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Message to our Shareholders from our Chief Executive Officer:
Dear Shareholder,
I am pleased to report that Amerityre Shareholders:
Fiscal year 2017 marked an important milestone in the 22 year history of Amerityre. For the first time, Amerityre achieved full-year profitability (positiveagain attained record sales and net income before preferred dividends). Our turnaround program, launched in 2015, continues to positively impact our financial results.results for fiscal year 2022. This shift in strategy, combined withachievement reflects the hard work of Amerityre’s employees, made these results possible. I am very proudand excellent execution of our teambusiness plan, and our results over the past two years
Despite the steady improvement in our results, we recognize that there is much work still to be done. Our sales revenue this past year was slightly below fiscal year 2016 levels, due to continuing challenging market conditions overall as well as specific issues in certain target markets. The agriculture market remains under pressure due to persistently low commodity crop prices. Based on my discussions with agricultural industry participants, I expect this to continue over the next year. However, we do see growth opportunities in our large tire (golf cart and baggage cart) and bicycle tire markets. We will continue to pursue relationships with large distributors and OEMs in our target markets, as well as improve our online sales efforts using our recently upgraded website. We believe that our success in improving our market share lies in our ability to educate the marketplace about the superior value our tires provide relative to our competition. We believe we have the best performing flat free tire in all of our market segments.
We continue to carefully manage the cost and productivity factors that drive our business. The recent damage in Texas due to Hurricane Irma has introduced challenges to ourovercome supply chain and
has affectedeconomic headwinds during the fiscal year. Sales for fiscal year 2022 totaled $6.495 million, an increase of 33.6% over the previous year’s level. Net profit for Fiscal Year 2022 was $ 431,887, an increase of 67.2% compared to the previous year’s period. The results of this fiscal year have greatly improved the overall financial position of Amerityre.Supply chain issues, raw material availability, and pricing. Recent news from Washington indicates thatoverall increasing operating costs were the current environment for international trade may also be changing inmajor challenges we faced during the near future,year. Fortunately, COVID-19 did not seriously affect our workforce and manufacturing operations during the past year. In response to higher input costs, we were forced to raise our tire product prices three times during the year. We have seen a leveling of raw material prices during the past 4 months which could impact our competitive position in all markets relative to our competition. In any case, the uncertainty caused by these external factors will have an effect on our results. That said, I am also optimisticgives me optimism that we are positionedcan keep pricing at current levels for the immediate future. We continue to navigate these issues and continuelook for ways we can reduce our cost structure while improving performance trend in fiscalthe overall value proposition of our products. We have qualified new raw material suppliers during the year 2018.
Despite the challenges ahead, we willto diversify our supplier base while improving raw material availability.We continue to invest in researchour business. During the recent fiscal year, we completed an upgrade to our manufacturing pouring system, financing this expenditure from internally generated cash flow. We plan on continuing our capital investment this fiscal year by upgrading and refurbishing our manufacturing carousel equipment. This project will improve the performance and reliability of this equipment. New product development initiatives to improvebrings continued interest in new tires for a variety of applications. We are finding that interest in our tire“best in class” formulations and develop new products to address the needs of our target markets. Innovationis shared by current customers and new products are important factors that differentiate us fromcustomers alike.
Our efforts to increase our competitionsales and will act asdistribution capabilities have not followed our intended business plan. Our organic growth in sales has been a result of signing up new, smaller volume customers, and growth engine for revenue.in sales to existing customers. We have been pursuing relationships with larger distributors or large OEMS, with the ability to provide custom formulation and tire design servicesbelief that their larger established usage and/or distribution channels would accelerate our foreign-based competition cannot provide, giving us another important point of differentiation and competitive advantage.
Many of our shareholdersbusiness growth. We have
not yet been
affiliated with Amerityre for many years, and I appreciate your patience and support during my tenure. Those of you who have visited our facility and attended our annual meetings have seen the improvements we have made to our operations. I invite all of our shareholders to attend our next annual meeting on November 30, 2017 to meet our team and tour the facility. It is exciting to seesuccessful in securing these
initiatives bear fruit in improved financial performance and our first annual profit in fiscal year 2017. Rest assured thatpartnerships, but we will continue to work to
improvedevelop these opportunities in the upcoming fiscal year. The disappointment in our inability to find these key partners is offset by our ability to grow our business
performancewith existing customers, as evidenced by our impressive growth rate in sales the past fiscal year. I believe these improved results will continue to give us credibility in the marketplace with the larger significant players in our market segments and
eventually enable us to find the
overall successright partners to further accelerate our growth and profitability.That said, I believe the current economic conditions will prove to be a formidable headwind in the upcoming fiscal year and possibly beyond. The Federal Reserve has adopted an aggressive interest rate policy to slow the economy and fight inflation. The impact on Amerityre may be lower demand for our products from our existing customer base. I believe our current business strategy will be effective in facing these possible headwinds, as we look to continue to broaden our customer base from its current composition. I remain very confident that Amerityre has only begun to scratch the surface of our potential in the company.
Michael Sullivan
Chief Executive Officerlight industrial vehicle and
Chairmanagricultural tire segments, and our future growth prospects are very strong.As mentioned earlier, we will continue to look for possible ways to lower our overhead costs to become more efficient in producing tires. In the past, this emphasis has enabled us to weather the business challenges we encountered in previous years. While our financial position and current book of business has Amerityre on firm financial footing, we cannot as a company lose the financial discipline that is required to be successful in difficult economic conditions. We recently completed a comprehensive cost review and have decided to file to suspend our reporting to the SEC, which will provide the Company with substantial savings in lower audit, filing, and compliance costs. Like many small companies have decided over the past few years, our Board of Directors
AMERITYRE CORPORATION
concluded that the costs associated with full SEC compliance outweighed the benefits to the company. We will continue to report pertinent information about the company via the reporting systems defined by the OTC Pink Sheets.Our annual meeting will be held in the Company’s manufacturing plant at 1501 Industrial Road,
Boulder City, Nevada 89005
on Wednesday, December 7, 2022 at 10:00 am, Pacific Time.As always, I appreciate your continued support of Amerityre and our plans to continue building additional value in the company. Thank you in advance for reviewing and voting your proxy ballot. I look forward to speaking with you at the upcoming annual meeting.
Sincerely Yours.
Michael Sullivan
CEO, Amerityre Corporation
AMERITYRE CORPORATION
1501 Industrial Road
Boulder City, Nevada 89005
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, NOVEMBER 30, 2017
WEDNESDAY, DECEMBER 7, 2022TO THE STOCKHOLDERS OF AMERITYRE CORPORATION:
The Annual Meeting of the Stockholders (the “Annual Meeting”) of Amerityre Corporation (the “Company” or “Amerityre”) will be held in the Company’s manufacturing plant at 1501 Industrial Road, Boulder City, Nevada 89005 on Thursday, November 30, 2017Wednesday, December 7, 2022 at 10:00 am, Pacific Time, to:
1. Elect members of a Board of Directors to serve until the 2018 Annual Meeting of Stockholders;
2. Ratify the selection of Haynie & Company PC as the Company’s independent auditor for the Company’s fiscal year ending June 30, 2018;
3. Approve an amendment to the Articles of Incorporation to increase the number of common shares authorized;
4. Advisory vote to approve the compensation of the Named Executive Officers;
5. Advisory vote on the frequency of voting on the compensation of the Named Executive Officers; and,
6. Transact such other business as may properly come beforeTime.At the Annual Meeting, or any adjournment thereof.
the items to be voted on are:Proposals | | Vote Required | | Broker Discretionary Vote Allowed | | Effect of Abstentions and Broker Non-Votes on the Proposal |
| | | | | | |
(1) | Elect members of the Board of Directors to serve for a one-year term expiring at the next annual meeting of the stockholders; and | | Plurality | | No | | None |
The foregoing matters are described in more detail in the accompanying Proxy Statement.
ONLY STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON OCTOBER 3, 2017 (THE “RECORD DATE”Only stockholders of record at the close of business on October 11, 2022 (the “record date”), ARE ENTITLED TO NOTICE OF AND TO VOTE AT THE ANNUAL MEETING.
FOR THE ANNUAL MEETING, INSTEAD OF MAILING A PRINTED COPY OF OUR PROXY MATERIALS (INCLUDING OUR ANNUAL REPORT) TO EACH STOCKHOLDER OF RECORD, WE ARE PROVIDING ACCESS TO THESE MATERIALS VIA THE INTERNET. ACCORDINGLY, ON OCTOBER 17, 2017, WE BEGAN MAILING A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS (THE “NOTICE”are entitled to notice of and to vote at the annual meeting.For the annual meeting, instead of mailing a printed copy of our proxy materials (including our annual report) to each stockholder of record, we are providing access to these materials via the Internet. Accordingly, on October 24, 2022, we began mailing a notice of Internet availability of proxy materials (the “notice”) TO ALL STOCKHOLDERS OF RECORD AS OF OCTOBER 3, 2017, AND POSTED OUR PROXY MATERIALS ON THE WEBSITE AS DESCRIBED IN THE NOTICE. AS EXPLAINED IN GREATER DETAIL IN THE NOTICE, ALL STOCKHOLDERS MAY ACCESS OUR PROXY MATERIALS ON OUR WEBSITE OR MAY REQUEST A PRINTED SET OF OUR PROXY MATERIALS. IN ADDITION, THE NOTICE AND WEBSITE PROVIDE INFORMATION ON HOW TO REQUEST ALL FUTURE PROXY MATERIALS IN PRINTED FORM OR ELECTRONICALLY.
YOUR VOTE IS IMPORTANT. IF YOU ARE UNABLE TO ATTEND IN PERSON AND WISH TO HAVE YOUR SHARES VOTED, PLEASE VOTE AS SOON AS POSSIBLE, WHETHER ONLINE OR BY RETURNING A PROXY CARD SENT TO YOU IN RESPONSE TO YOUR REQUEST FOR PRINTED PROXY MATERIALS.
HOLDERS OF MORE THANto all stockholders of record as of October 11, 2022 and posted our proxy materials on the website as described in the notice. As explained in greater detail in the notice, all stockholders may access our proxy materials on our website or may request a printed set of our proxy materials. In addition, the notice and website provide information on how to request all future proxy materials in printed form or electronically.Your vote is important. If you wish to have your shares voted, please vote as soon as possible, whether online or by returning a proxy card sent to you in response to your request for printed proxy materials.
Holders of more than 50 PERCENT OF THE COMPANY’S 43,312,107 ISSUED AND OUTSTANDING SHARES OF COMMON STOCK MUST BE REPRESENTED AT THE ANNUAL MEETING TO CONSTITUTE A QUORUM FOR CONDUCTING BUSINESS. THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTING POWER REPRESENTED BY SHARES AT THE ANNUAL MEETING IN PERSON OR BY PROXY AND ENTITLED TO VOTE ON THE PROPOSAL WILL BE REQUIRED FOR THE ELECTION OF DIRECTORS (PROPOSALpercent of the Company’s 75,787,868 issued and outstanding shares of common stock must be represented at the annual meeting to constitute a quorum for conducting business. The affirmative vote of a plurality of the voting power represented by shares at the annual meeting in person or by proxy and entitled to vote on the proposal will be required for the election of directors (proposal 1) ASSUMING THAT A QUORUM IS PRESENT OR REPRESENTED AT THE ANNUAL MEETING. THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTING POWER REPRESENTED BY SHARES AT THE ANNUAL MEETING IN PERSON OR BY PROXY AND ENTITLED TO VOTE ON THE PROPOSAL WILL BE REQUIRED FOR APPROVAL OF PROPOSALassuming that a quorum is present or represented at the annual meeting. The affirmative vote of a majority of the voting power represented by shares at the annual meeting in person or by proxy and entitled to vote on the proposal will be required for approval of proposal 2, AND PROPOSAL 3, ASSUMING THAT A QUORUM IS PRESENT OR REPRESENTED AT THE ANNUAL MEETING. THE ADVISORY VOTE (PROPOSAL 4) TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS WILL BE APPROVED IF THE VOTES CAST IN FAVOR OF THE PROPOSAL EXCEEDS THE VOTES CAST AGAINST THE PROPOSAL. ABSTENTIONS AND BROKER NON-VOTES WILL NOT BE COUNTED AS EITHER VOTES CAST FOR OR AGAINST THIS PROPOSAL. FOR PROPOSAL 5, THE ADVISORY VOTE ON THE FREQUENCY OF VOTING ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS (ONE YEAR, TWO YEARS OR THREE YEARS) THAT RECEIVES THE HIGHEST NUMBER OF VOTES CAST BY THE STOCKHOLDERS WILL BE DEEMED THE FREQUENCY FOR THE ADVISORY SAY-ON-PAY VOTE PREFERRED BY THE STOCKHOLDERS. THE PROXY CARD PROVIDES STOCKHOLDERS WITH THE OPPORTUNITY TO CHOOSE AMONG FOUR OPTIONS (HOLDING THE VOTE EVERY ONE, TWO OR THREE YEARS, OR ABSTAINING) AND, THEREFORE, STOCKHOLDERS WILL NOT BE VOTING TO APPROVE OR DISAPPROVE THE RECOMMENDATION OF THE BOARD. ABSTENTIONS AND BROKER NON-VOTES WILL HAVE NO EFFECT ON THE RESULTS OF THIS VOTE.
THE ATTENDANCE AT AND/OR VOTE OF EACH STOCKHOLDER AT THE ANNUAL MEETING IS IMPORTANT AND EACH STOCKHOLDER IS ENCOURAGED TO ATTEND.
AMERITYRE CORPORATION
BY ORDER OF THE BOARD OF DIRECTORS
assuming that a quorum is present or represented at the annual meeting. The attendance at and/or vote of each stockholder at the annual meeting is important and each stockholder is encouraged to attend.
Amerityre Corporation
By order of the Board of Directors
/s/ Michael F. Sullivan
Michael F. Sullivan, Chief Executive Officer
DATED:Dated: October 16, 2017
AMERITYRE CORPORATION
1501 Industrial Road
Boulder City, Nevada 89005
PROXY STATEMENT
IMPORTANT
If your shares are held in the name of a brokerage firm, nominee, or other institution, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you have the right to direct your broker, nominee or other institution how to vote your shares. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you bring with you a legal proxy from the stockholder of record. Please promptly contact the person responsible for your account and give instructions for your shares to be voted.
The Company’s offices and plant are located 1501 Industrial Road, Boulder City, Nevada, 89005.
AMERITYRE CORPORATION
1501 Industrial Road
Boulder City, Nevada 89005
PROXY STATEMENT
What is “householding” and how does it affect me?
Record holders who have the same address and last name will receive only one copy of their proxy materials, unless we are notified that one or more of these record holders wishes to continue receiving individual copies. This Proxy Statement is furnishedprocedure will reduce the Company’s printing costs and postage fees. Stockholders who participate in householding will continue to stockholdersreceive separate proxy cards.
If you are eligible for householding, but you and other record holders with whom you share an address, receive multiple copies of these proxy materials, or if you hold the Company’s common stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact the Company’s Corporate Secretary at: Amerityre Corporation, (the “Company”) in connection with the solicitation of proxies on behalf of the management of the Company, to be voted at the Annual Meeting of the Stockholders (the “Annual Meeting”) to be held in the Company’s manufacturing plant at 1501 Industrial Road, Boulder City, Nevada 89005, on Thursday, November 30, 2017 at 10:00 am, Pacific Time. TheAttention: Corporate Secretary.
If you participate in householding and wish to receive a separate copy of these proxy when properly executedmaterials, or if you do not wish to continue to participate in householding and returnedprefer to receive separate copies of these documents in a timely manner, will be voted atthe future, please contact the Company’s Corporate Secretary as indicated above. Beneficial owners can request information about householding from their brokers, banks or other holders of record.
Is my proxy revocable?
You may revoke your proxy and reclaim your right to vote up to and including the day of the Annual Meeting in accordance with the directions set forth thereon. If no instructions are indicated on the proxy, at the Annual Meeting the proxy will be voted affirmatively to:
1. Elect members of a Board of Directors to serve until the 2018 Annual Meeting of Stockholders;
2. Ratify the selection of Haynie & Company PC as the Company’s independent auditor for the Company’s fiscal year ending June 30, 2018;
3. Approve an amendmentby giving written notice to the Articles of Incorporation to increase the number of common shares authorized;
4. Advisory vote to approve the compensationSecretary of the Named Executive Officers;
5. Advisory vote onCompany, by delivering a proxy card dated after the frequency of voting on the compensationdate of the Named Executive Officers; and,
6. Transact such other business as may properly come before the Annual Meeting or any adjournment thereof.
The proxy
even though executed and returned to the Company, may be revoked by the stockholder at any time before it is voted, either by giving a written notice mailed or delivered to the secretary of the Company, or by voting in person at the Annual Meeting.
If the proxy is returnedAll written notices of revocation and other communications with respect to revocations of proxies should be addressed to: Amerityre Corporation, 1501 Industrial Road, Boulder City, Nevada 89005, Attention: Corporate Secretary.Do I have dissenters’ (appraisal) rights?
Dissenters’ or appraisal rights are not available to the Company without specific direction,Company’s stockholders with any of the proxy will be votedproposals brought before the Annual Meeting.
Interest of Officers and Directors in accordance withMatters to Be Acted Upon
Except in the election to our Board of Directors’ recommendations asDirectors of the nominees set forth herein.
The entire expensein proposal 1, none of this proxy solicitation, estimated at $15,000, willthe officers or directors of the Company have any interest in any of the matters to be borne by the Company. In addition to this solicitation, in order to ensure that a quorum is representedacted upon at the Annual Meeting, officers, directors, and regular employees of the Company, who will receive no extra compensation for such services, may solicit proxies by mail, telephone, or in person.
Meeting.
ONLY HOLDERS OF RECORD OF THE COMPANY’S 43,312,107 ISSUED AND OUTSTANDING SHARES OF COMMON STOCK AT OCTOBER 3, 2017 (THE “RECORD DATE”), ARE ENTITLED TO NOTICE OF AND TO VOTE AT THE ANNUAL MEETING. EACH STOCKHOLDER HAS THE RIGHT TO ONE VOTE FOR EACH SHARE OF THE COMPANY’S COMMON STOCK OWNED. CUMULATIVE VOTING IS NOT PROVIDED FOR.
HOLDERS OF MORE THAN 50 PERCENT OF THE COMPANY’S 43,312,107 ISSUED AND OUTSTANDING SHARES OF COMMON STOCK MUST BE REPRESENTED AT THE ANNUAL MEETING TO CONSTITUTE A QUORUM FOR CONDUCTING BUSINESS. THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTING POWER REPRESENTED BY SHARES AT THE ANNUAL MEETING IN PERSON OR BY PROXY AND ENTITLED TO VOTE ON THE PROPOSAL WILL BE REQUIRED FOR THE ELECTION OF DIRECTORS (PROPOSAL 1) ASSUMING THAT A QUORUM IS PRESENT OR REPRESENTED AT THE ANNUAL MEETING. THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTING POWER REPRESENTED BY SHARES AT THE ANNUAL MEETING IN PERSON OR BY PROXY AND ENTITLED TO VOTE ON THE PROPOSAL WILL BE REQUIRED FOR APPROVAL OF PROPOSAL 2 AND PROPOSAL 3, ASSUMING THAT A QUORUM IS PRESENT OR REPRESENTED AT THE ANNUAL MEETING. THE ADVISORY VOTE (PROPOSAL 4) TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS WILL BE APPROVED IF THE VOTES CAST IN FAVOR OF THE PROPOSAL EXCEEDS THE VOTES CAST AGAINST THE PROPOSAL. ABSTENTIONS AND BROKER NON-VOTES WILL NOT BE COUNTED AS EITHER VOTES CAST FOR OR AGAINST THIS PROPOSAL. FOR PROPOSAL 5, THE ADVISORY VOTE ON THE FREQUENCY OF VOTING ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS (ONE YEAR, TWO YEARS OR THREE YEARS) THAT RECEIVES THE HIGHEST NUMBER OF VOTES CAST BY THE STOCKHOLDERS WILL BE DEEMED THE FREQUENCY FOR THE ADVISORY SAY-ON-PAY VOTE PREFERRED BY THE STOCKHOLDERS. THE PROXY CARD PROVIDES STOCKHOLDERS WITH THE OPPORTUNITY TO CHOOSE AMONG FOUR OPTIONS (HOLDING THE VOTE EVERY ONE, TWO OR THREE YEARS, OR ABSTAINING) AND, THEREFORE, STOCKHOLDERS WILL NOT BE VOTING TO APPROVE OR DISAPPROVE THE RECOMMENDATION OF THE BOARD. ABSTENTIONS AND BROKER NON-VOTES WILL HAVE NO EFFECT ON THE RESULTS OF THIS VOTE.
FOR THE ANNUAL MEETING, INSTEAD OF MAILING A PRINTED COPY OF OUR PROXY MATERIALS (INCLUDING OUR ANNUAL REPORT) TO EACH STOCKHOLDER OF RECORD, WE ARE PROVIDING ACCESS TO THESE MATERIALS VIA THE INTERNET. ACCORDINGLY, ON OCTOBER 17, 2017, WE BEGAN MAILING A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS (THE “NOTICE”) TO ALL STOCKHOLDERS OF RECORD AS OF OCTOBER 3, 2017, AND POSTED OUR PROXY MATERIALS ON THE WEBSITE AS DESCRIBED IN THE NOTICE. AS EXPLAINED IN GREATER DETAIL IN THE NOTICE, ALL STOCKHOLDERS MAY ACCESS OUR PROXY MATERIALS ON OUR WEBSITE OR MAY REQUEST A PRINTED SET OF OUR PROXY MATERIALS. IN ADDITION, THE NOTICE AND WEBSITE PROVIDE INFORMATION ON HOW TO REQUEST ALL FUTURE PROXY MATERIALS IN PRINTED FORM OR ELECTRONICALLY.
YOUR VOTE IS IMPORTANT. IF YOU ARE UNABLE TO ATTEND IN PERSON AND WISH TO HAVE YOUR SHARES VOTED, PLEASE VOTE AS SOON AS POSSIBLE, WHETHER ONLINE, BY TELEPHONE OR BY RETURNING A PROXY CARD SENT TO YOU IN RESPONSE TO YOUR REQUEST FOR PRINTED PROXY MATERIALS.
THE ATTENDANCE AT AND/OR VOTE OF EACH STOCKHOLDER AT THE ANNUAL MEETING IS IMPORTANT AND EACH STOCKHOLDER IS ENCOURAGED TO ATTEND.
ELECTION OF BOARD OF DIRECTORS
The following table sets forth the name, age and year first elected of each director of the Company:
Name of Current Director | | Age | | Director Since |
Michael F. Sullivan (1) | | 5257 | | December 2014 |
Terry GillandGeorge Stoddard | | 7081 | | January 2015December 2016 |
George StoddardDavid Clark | | 7662 | | December 2016 |
David ClarkHollister | | 5756 | | December 2016 |
David Hollister | | 51 | | December 2016 |
| | | | | |
(1) Michael F. Sullivan was appointed Chairman of the Board of Directors on December 3, 2015. |
The following persons have been nominated for re-election as directors of the Company:
Michael F. Sullivan | Terry GillandDavid Clark |
| | |
George Stoddard | David Hollister |
| |
David Clark | |
Certain biographical information with respect to the nominees for director is set forth below. Each director, if elected by the stockholders, will serve until our 20172023 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. Vacancies on the Board of Directors during the year may be filled by the majority vote of the directors in office at the time of the vacancy without action by the stockholders.
Biographical Information on Nominees
Michael F. Sullivan
was appointed CEO of Amerityre in April 2015. He joined Amerityre in May 2014 as a consultant and was appointed COO in December 2014. He has over
3035 years of
international and domestic experience in
Engineering and Operations
management and Engineering managementmanagement. He has served in
a variety of manufacturing industries. His career started at Johnson Mattheysenior operating roles for companies in
1987, where during his 10 year tenure he completed a 5 year expatriate assignment in Belgium designing, constructing and managing Europe’s largest autocatalyst facility. Between 1996 and 2007, he served as Director of Manufacturing for General Chemical’s Electronic Materials facility, as Director of Operations for Life Measurement Inc., athe medical device,
manufacturer, as Director of Operations for Pinole Point Steel, a division of Material Sciences Corporation,chemical, catalyst, metal coating, and
as Chief Operating Officer at Professional Finishing, Inc., a privately held coating company. He served as an engineering consultant with Versa Engineering and Technology, a privately held engineering consultant firm from January 2008 to December 2014. Mr. Sullivan has extensive quality management experience and is an IRCA certified auditor.
consulting industries. Mr. Sullivan holds a BSE in Chemical Engineering from the University of Pennsylvania and an MBA in Finance and Marketing from the Haas School of Business at UC Berkeley. He has been a director of Amerityre since December 2014.
We believe that Mr. Sullivan’s qualifications to serve on the Board of Directors include his current leadership of the Company in addition to his engineering and operations management background.
Terry Gilland is a Certified Public Accountant with over 40 years of experience in finance, accounting and auditing. Mr. Gilland was appointed to the Board of Directors and assumed the Audit Committee Chair position in January 2015. Mr. Gilland has a Bachelor of Science and Master’s in Accounting from the University of Missouri and is a Nevada CPA. From 2008 – 2013 and 1972 - 2000 Mr. Gilland was a partner in the McGladrey LLP Las Vegas, NV and the Des Moines, IA office with clients in a variety of industries including construction, manufacturing, retail, legal, and advertisement. From 2000 – 2008 Mr. Gilland was President of Taylor Construction Group, a large general contractor ($300 million in revenues) with offices in De Moines and Cedar Rapids, IA, Kansas City, Denver and San Diego. During Mr. Gilland’s time with Taylor Construction, he dealt with Bankers and Surety companies and was responsible for all of the businesses owned by Taylor. He has been a director since January 2015.
We believe that Mr. Gilland’s qualifications to serve on the Board of Directors include his extensive SEC and GAAP reporting skillset as well as his financing connections in Southern Nevada.
George Stoddard
has over 45 years’ experience buying, growing and
fine tuningfine-tuning business and investments for maximum profit and efficiency. From 1968 - 2011 Mr. Stoddard was a business owner, including L.A. Time Distribution and Mobile Pipe Wrappers and Coaters, Inc., the last of which Mr. Stoddard grew from $218,000 in annual sales to over $6,000,000 in annual sales. Mr. Stoddard retired in 2011. Mr. Stoddard has an Associate of Arts degree from East Los Angeles College and attended Cal Poly Pomona majoring in Aerospace Engineering and Math. Mr. Stoddard has been a director of Amerityre since December 2015.
We believe that Mr. Stoddard’s qualifications to serve on the Board of Directors include his general business and sales knowledge.
David Clark
has
20over 25 years of experience in start-up organizations spanning multiple industries. Since 2010, Mr. Clark has been the principal at Clark Consulting Services, which provides various independent executive level services on a project basis. From 2003 to 2010, Mr. Clark was the founder and Chief Executive Officer
(“CEO”) of CommPartners, a voice over IP network and service provider.
In 2010, CommPartners filed for voluntary protection under Federal Bankruptcy law. This bankruptcy was the result of litigation filed pertaining to industry rate structures, not financial capabilities. CommPartners was profitable and cash flow positive at the time of the filing. The bankruptcy was resolved via asset sales in 2011. Prior to CommPartners, Mr. Clark held various executive level positions in both start-up and advertising companies. Mr. Clark has a BA in Mass Communications from Texas Tech University. Mr. Clark has been a director of Amerityre since December
2015.
2016.We believe that Mr. Clark’s qualification to serve on the Board of Directors include his marketing and advertising experience which will assist the Company with marketing strategy initiatives
initiatives.David Hollister
has
over 25 years of experience working with companies in a variety of marketing and product development roles. Since 2011 he has been the principal at Hollister Interactive Group, LLC, which provides digital consulting services to companies across a range of industries such as Consumer Goods, Finance, Education, Fitness, Commercial Real Estate, and Hospitality.
DavidMr. Hollister works closely with clients to offer business strategy, ecommerce strategy, website design, and marketing strategy services. From 2008 to 2011
DavidMr. Hollister was Vice President, Global Ecommerce for Perfect Fitness, a manufacturer of home exercise equipment, where he developed and implemented the company’s product strategy and ecommerce organization. Prior to Perfect Fitness,
DavidMr. Hollister held a variety of executive positions with companies such as Gap, Inc.’s Old Navy division, and Intuit. David has a B.S. in Aerospace Engineering from San Diego State University, and an M.B.A. from American University in Washington D.C. Mr. Hollister has been a director of Amerityre since December 2015.
We believe that Mr. Hollister’s qualification to serve on the Board of Directors include his marketing and ecommerce experience. He will provide valuable insights as we continue to implement our e-commerce initiatives through our website.
Board Leadership Structure
We have chosen to combine the Chief Executive Officer and Board Chairman positions. We believe that this Board leadership structure is the most efficient for the Company to have one individual managing the overall strategy development process and the implementation of our marketing and growth initiatives. Mr. Michael Sullivan currently serves as both Chief Executive Officer of the Company and Chairman of the Board.
As discussed below, David Clark is an independent director. The Board’sCompany considers him its lead independent director due to his various roles which include Board Secretary, Compensation Committee Chair and member of the Nominating Committee.
Director Independence
As of this filing, Mr. Sullivan is not deemed independent under the Nasdaq Listing Rules, because of his involvement as an officer or employee of the Company.
Directors George Stoddard, David Clark and David Hollister, are deemed to be independent under the definition of independence per Nasdaq Rule 5605(a)(2), which standard for independence has been adopted by the Company. In addition, these directors meet the additional requirements for Audit Committee members under Nasdaq Rule 5605(c), not having participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years, and being able to read and understand fundamental financial statements, including the Company's balance sheet, income statement, and cash flow statement. See compensation tables below.
The Board’s Role in Risk Oversight
The Board oversees the Company’s risk profile and management’s processes for assessing and managing risk. At least annually, the full Board reviews strategic risks and opportunities facing the Company. Certain other important categories of risk are assigned to the committees below (which are comprised mostly of independent directors) that report back to the full Board. In general, the committees oversee the following risks:
- The Audit Committee oversees risks related to financial controls, capital structure of the enterprise (including borrowing, liquidity, allocation of capital, major capital transactions and expenditures), legal, regulatory and compliance risks, and the overall risk management governance structure and risk management function.
-
The Compensation Committee oversees the Company’s compensation programs to ensure they do not incentivize excessive risk-taking.
During fiscal year ended June 30, 20172022 the full Board received reports from management on the most important strategic issues and risks facing the Company, as well as reports regarding enterprise risk assessments and risk management practices.
The Board believes that its leadership structure supports the risk oversight function. Additionally, as indicated above, certain important categories of risk are assigned to committees, consisting of mostly independent directors that receive, review and evaluate management reports on risk, thereby preserving the benefit of independent risk oversight along with full Board responsibility and review.
Communications with the Board of Directors
Stockholders can communicate directly with any of the Company’s directors, including its non-management directors, by sending a written communication to a director c/o Amerityre Corporation, 1501 Industrial Road, Boulder City, Nevada 89005. In addition, any party who has concerns about the accounting, internal controls or auditing matters, or potential violations of our Code of Conduct may send communications per the instructions on the Company’s web site.website. Such communications may be confidential or anonymous.
Board committees and charters
The Board and its committees meet throughout the year and act by written consent from time to time as appropriate. The Board delegates various responsibilities and authority to its Board committees.
The following table identifies the current committee members:
Name | | Audit | | Compensation | | Nominating |
Michael F. Sullivan | | X | | | | [Chair] |
George Stoddard | | | | X | | |
David Clark | | | | [Chair] | | X |
David Hollister | | | | X | | |
Audit Committee
OurThe Audit Committee includes Terry Gilland, Chairman, George Stoddard, and David Hollister. All areconsists of Michael Sullivan. Our prior audit committee chair has retired. Mr. Sullivan is not deemed to be independent as that termunder the Nasdaq Listing Rules, because he is defined by the Securities and Exchange Commission (SEC). CEO of the Company.
Our Board of Directors has determined that Mr. Gilland is an "audit committee financial expert" as defined under SEC regulations. Theregulations consists of tasks and responsibilities of the Audit Committee that include (i) the review and discussion of the audited financial statements with management, (ii) discussing with the independent auditors the matters required to be discussed by the Statement of Auditing Standards No. 114, as may be modified or supplemented, (iii) receiving from auditors disclosure regarding the auditors' Independence Standards Board Standard No. 1, as may be modified or supplemented, and (iv) approving the engagement of the auditors. The Audit Committee charter, which has been approved by the Board, is posted on our web sitewebsite at www.amerityre.com. Due to the retirement of the prior audit committee chairperson this position is currently vacant.
The Audit Committee met four times during the fiscal year ended June 30, 2017.
2022.Compensation Committee
Our Compensation Committee includes Terry Gilland,consists of George Stoddard, David Clark (chair) and David Hollister. All are deemed to be independent as that term is defined byin accordance with the Securities and Exchange Commission (SEC).independence standards under the Nasdaq Listing Rules. The Compensation Committee is convened as necessary but at least once annually to review executive compensation and make recommendations regarding compensation to the full Board of Directors. The Compensation Committee was convened one timetwice during the fiscal year ended June 30, 2017.2022. The Compensation Committee charter, which has been approved by the Board, is posted on our web sitewebsite at www.amerityre.com.
In determining the compensation of our Chief Executive Officer and our other executive officers, the Compensation Committee considers the financial condition and operational performance of the Company during the prior year. In determining the compensation for executive officers other than the Chief Executive Officer, the Compensation Committee considers the recommendations of the Chief Executive Officer and comparable market rates. Due to financial constraints and indication from senior management of a desire to invest in the Company, the Compensation Committee has developed compensation packages that are less cash-based and more equity-based.
The Compensation Committee reviews the compensation practices of other companies, based in part on market survey data and other statistical data relating to executive compensation obtained through industry publications and other sources. The Compensation Committee does not seek to benchmark the Company’s compensation program directly with other publicly traded companies or other companies with which we may compete for potential executives, since some of these competitors are privately held companies for which executive compensation information is not available.
Nominating Committee
Our Nominating Committee includedconsists of Michael F. Sullivan (chair) and David Clark. Mr. Sullivan is not deemed independent as that term is defined byunder the SEC,Nasdaq Listing Rules, because he is the CEO of the Company. The Nominating Committee is convened as necessary to consider and recommend potential nominees for directorships to the full Board of Directors. The Nominating Committee was convened one timedid not meet during the fiscal year ended June 30, 2017.2022. The Nominating Committee charter, which has been approved by the Board is posted on our web sitewebsite at www.amerityre.com. Pursuant to the charter, the Nominating Committee will consider candidates for directorships proposed by any stockholder although there is no formal procedure for making such proposals.
During the past 5 years there has been no stockholder -led proposals for nominees for director.Director Diversity
While the Company does not have a formal policy on Board diversity, the Nominating Committee Charter specifically lists diversity among the criteria to be considered in selecting and recommending candidates for Board membership. We believe a diverse Board provides a valuable variety of backgrounds, professional experiences and perspectives which enhances the oversight and leadership of the Company. While we recognize that the Nasdaq Stock Market has passed a diversity rule which we do not comply with, our Common Stock is not listed on Nasdaq.
Meetings of our Board of Directors
Our Board of Directors held twelve (12)ten (10) meetings during the fiscal year ended June 30, 2017,2022, all of which were conducted in person or by telephone conferencing. No directorMr. Gilland and Mr. Stoddard attended less than 75 percent of all board and applicable committee meetings during the year.year; but all Board meetings maintained a quorum to conduct business. Directors and director nominees for director are expected to attend the Company’s Annual Meeting of Stockholders.
Directors’ Compensation
On July 6, 2011,See below for a change in Board Member compensation that the Board of Directors cancelledapproved effective February 28, 2022.
Directors’ Compensation
On January 24, 2020, 460,000 shares of common stock were granted to the “2004 Non-Employee Directors’ Stock Incentive Plan”Company’s Board members as compensation for the term ending November 2020. Each non-executive Board member receives 93,750 shares, with the Audit Committee Chair receiving 156,250 shares and approved the "Directors’ 2011 Stock OptionCompensation Committee Chair receiving 116,250 shares. The shares vest ratably on a monthly basis over the January 2020 – November 2020 period. The shares are valued at $0.02, the closing price per share of our common stock on January 24, 2020. As of June 30, 2020, 230,000 shares of stock vested and Award Plan”. were issued, and as of June 30, 2021, the remaining 230,000 shares of stock vested and were issued.
On August 10, 2015,July 22, 2020, the Board of Directors cancelled the “Directors’ 2011 Stock Option and Award Plan” as all options under this plan had been granted and adopted the “2015 Omnibus Stock Option and Award2020 Equity Incentive Plan (the “2020 Plan”) which contains provisions for up to 3,000,000 stock options5,000,000 stock-based instruments to be granted to employees, consultants and directors. The 2015 Omnibus Stock Option and Award Plan did not obtain
In the necessary shareholder approval inJanuary 2021 Board Meeting, the Company’s annual proxy process, resulting in certain U.S. Internal Revenue Service provisionsChairman of the Board proposed compensation to be ineffective.
On April 25, 2017,the independent members of the Board of Directors cancelled the “2015 Omnibus Stock Option and Award Plan” as all options and stock awards under this plan had beensuch that each such director’s compensation would be in company shares that are both granted and adoptedvested as of each Board meeting each independent Director attends, at the “2017 Omnibus Stock Optionfollowing share amounts: Audit Committee Chair 15,000 per meeting, Board Secretary 15,000 per meeting, all other independent Directors 10,000 per meeting. As the shares are both granted and Award Plan” which contains provisions for up to 3,000,000vested per Board meeting attended, the value of the related shares is the closing stock options to be granted to employees, consultantsprice on each meeting date. The Board approved this plan. The value of these shares ranged between $0.02 and directors.
On January 31, 2017, 225,000$0.10 per share during the six-month period ended June 30, 2021. As of June 30, 2021, 245,000 shares
of stock vested and were
granted toissued. Effective February 28, 2022, the Company’s Board of Director’s as Boardapproved director equity compensation awards totaling 500,000 shares for the term ending November 2017.2022. Each non-executive Board member receives 50,000100,000 shares, with the Audit Committee Chair receiving 75,000150,000 shares and the Board Secretary receiving 150,000 shares. The shares vest ratably Januarymonthly (in equal installments) February 2022 – December 2017,November 2022, valued at a fixed rate of $0.0155,$0.049, the closingaverage price per share of the Company’s common stock price on Januaryfor the period December 27, 2021 to December 31, 2017.
2021.There was no cash granted to any Board member for their service as a Board member for the fiscal year ending June 30, 2017.
2022.It is anticipated that Board member compensation will be provided for fiscal year 20182023 Board members. The actual amount of compensation will be determined at the January 2018December 2022 Board meeting.
The affirmative vote of a plurality of the votes cast, in person or by proxy, at the Annual Meeting will be required for the election of Directors. The Board of Directors recommends a vote “FOR” all the nominees. It is intended that in the absence of contrary specifications, proxies will be voted for the election of the nominees named above. However, under SEC regulations, broker non-votes will not be counted in the election of Directors. In the event any nominee is unable to serve, the proxies will be voted for a substitute nominee, if any, to be designated by the Board of Directors. The Board of Directors has no reason to believe that any nominee will be unavailable.
PROPOSAL NO. 2
RATIFY THE SELECTION OF HAYNIE & COMPANY PC AS
THE COMPANY’S INDEPENDENT AUDITOR
PART III
The Boardinformation called for by Part III of Form 10-K (Item 10—Directors, has selectedExecutive Officers and Corporate Governance of the Registrant, Item 11—Executive Compensation, Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Item 13—Certain Relationships and Related Transactions, and Director Independence, and Item 14—Principal Accounting Fees and Services) is disclosed below.
Principal Accounting Fees and Services
All of the services provided, and fees charged by Haynie & Company PC aswere approved by our Audit Committee. The following table shows the Company’s independent auditor for the fiscal year ending June 30, 2018. To the knowledge of the Company, at no time has Haynie & Company PC had any direct or indirect financial interest in or any connection with the Company other than as independent public accountants. It is anticipated that a representative of Haynie & Company PC will be available by telephone during the Annual Meeting to respond to appropriate questions if any arise.
(1) Audit Fees. The aggregate fees
billed us for each of the last two fiscal years for professional services rendered by
our auditors, Haynie & Company
for (i) services related to the audit of our financial statementsPC for the
yearyears ended June 30,
2017 included in this annual report2020 and
(ii) quarterly reviews performedJune 30, 2022.| | | Year Ended June 30, 2022 ($) | | | Year Ended June 30, 2021 ($) | |
Audit Fees (1) | | | 67,500 | | | | 65,000 | |
Audit Related Fees | | | – | | | | – | |
Tax Fees | | | 3,500 | | | | 4,500 | |
All Other Fees | | | – | | | | – | |
Total | | | 71,000 | | | | 69,500 | |
(1) Audit Fees – these fees relate to services rendered for the audits of our annual financial statements, review of our quarterly financial statements, and for other services that are normally provided by the auditor in connection with statutory or regulatory filings or engagements.
(2) Audit related fees – these fees relate to audit related consulting.
(3) The tax fees for fiscal year ended June 30, 2017 totaled approximately $57,140.
(2) Audit-Related Fees. None.
(3) Tax Fees. $2,788 and $5,100 ($1,100 to Haynie & Co; $4,000 to HJ & Associates).
(4) All Other Fees. None.
2022 have yet been determined, as such services are still in progress.The Audit Committee approved all of the above services prior to the commencement of work.
Vote Required
RatificationREPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee of the Company’s independent auditor requires the approval of a majority of the voting power represented by shares at the Annual Meeting in person or by proxy and entitled to vote, assuming that a quorum is present or represented at the Annual Meeting. The Board of Directors recommends a vote “FOR”(the “Committee”) assists the ratificationBoard of Directors in fulfilling its oversight responsibilities with respect to the external reporting process and the adequacy of our internal controls. Specific responsibilities of the selectionCommittee are set forth in the Audit Committee Charter, which is available on our website: http://www.amerityre.com.
For the period ending June 30, 2022 the members of the Committee are Terry Gilland and Michael Sullivan, with only Mr. Gilland meeting the independence standards of Nasdaq’s Listing Rules. Both Mr. Gilland and Mr. Sullivan attended all Audit Committee meetings.
The members of the Audit Committee reviewed and discussed with our management and Haynie & Company PC as the Company’s independent auditor for the fiscal year ending June 30, 2018. It is intended that in the absence of contrary specifications, proxies will be voted for the selection of Haynie & Company PC.
PROPOSAL NO. 3
APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF COMMON SHARES AUTHORIZED
FROM 75,000,000 SHARES TO 100,000,000 SHARES
At our 2014 Annual Stockholder’s Meeting, and as reiterated at each Annual Stockholder’s meeting thereafter, we presented a plan focusing on “Profitability as a Mindset”. The result of our emphasis on proper product pricing and new marketing campaigns resultedaudited financial statements contained in our first ever, full year, reporting of Net Income for the Company. However, due to limited available resources the Company has not made major investments to strengthen its market presence or to upgrade production equipment or facilities to support the production of its evolving product portfolio.
The Company currently is authorized to issue up to 75,000,000 shares of its $0.001 par value common stock. As of the September 30, 2017, there are 43,312,107 shares of common stock issued and outstanding and approximately 71,119,000 common stock equivalents consisting of outstanding common stock, stock option plans, conversion features of the Company’s Preferred Stock and vesting stock awards.
The Board of Directors believes that it might be necessary to raise additional funds through equity capital to take advantage of potential market opportunities and grow revenues to a level at which the Company is consistently profitable and further self-sustaining. As shares of Amerityre are currently trading at approximately $0.03 per share, an issuance of 20,000,000 to 30,000,000 common shares would result in an equity raise between $600,000 and $900,000. However, currently there are only approximately 3,881,000 shares available for issuance.
Our common shareholders approved an identical measure last year but our Preferred Shareholder did not, so the proposal was not implemented. We are asking our common shareholders to re-approve the proposal. Concurrent with this year’s shareholder proposal, the Company is working again with its Preferred Shareholder to obtain the necessary written approval also required per the Preferred Share Agreement for the share increase. Should the shareholders approve the increase but the Preferred Shareholder not approve the increase, the Company will not increase the authorized shares of the Company until such time as the Preferred Shareholder approval can be attained.
Immediate funding would enable the Company to increase working capital and enhance manufacturing capabilities. Specifically, we expect that additional capital would be used for the following:
| · | Upgrade manufacturing equipment to support new manufacturing technologies |
| · | Hire additional sales representatives; |
| · | Continue improvements in the Company’s e-commerce and marketing platforms; and, |
It is the Board’s determination that there is insufficient authorized common stock remaining to raise the necessary capital for the above initiatives. The Board of Directors unanimously recommends increasing the authorized shares of common stock from 75,000,000 shares to 100,000,000 shares. This action is being recommended to provide the Company with additional equity to invest in initiatives to support revenue growth to make Amerityre consistently profitable and self-sustaining.
Reasons to Approve the Increase in Authorized Shares
At the end of 2016, we were able to obtain term bank debt financing to finance critical manufacturing equipment and operating enhancements which will be placed in service in early fiscal year 2017. Management continues to evaluate financing options but is choosing to delay financing at terms that will subject the Company to high costs of debt. Management is also reluctant to raise money through stock sales at what we believe are highly dilutive share prices. Additionally, management has notified our preferred shareholder that we have suspended future payments of their preferred cash dividend payments to allow the Company to increase its working capital levels. A discussion of these efforts can be found in the Management’s Discussion and Analysis of the Company’s June 30, 2017annual report on Form 10-K filed with the Securities and Exchange Commission on September 18, 2017. Even with these efforts, the Company has not had the ability to invest to support revenue growth at a level that would make the Company consistently profitable and self-sustaining. Therefore, the Board believes it is not only prudent, but crucial, to have additional equity capital available for use by the Company.
At September 13, 2017, our total cash balance was $229,300, none of which is restricted; accounts receivables was $274,831; and inventory, net of reserves for slow moving or obsolete inventory, and other current assets was $600,267. Our total indebtedness was $394,638 and includes $150,632 in accounts payable, $97,214 in accrued expenses, $16,619 in current portion of long-term debt, $7,222 in capital lease liability and $122,951 in long-term debt.
We have been working to improve our liquidity and access to capital resources. In order to fully execute the strategic business plan, we required more capital resources. However, management decided that an equity financing at the current market conditions would be too dilutive and not in the best interests of shareholders. We will continue to investigate potential opportunities to secure short-term loans, long-term bank financing, revolving lines of credit with banking institutions and equity based transactions with interested financial firms and strategic industry partners in our effort to improve the Company’s financial position and enhance shareholder value.
The Company currently does not have an existing revolving credit facility but we were able to obtain term bank debt financing at the end of 2016 to finance critical manufacturing equipment and operating enhancements, the majority of which was placed in service in fiscal year 2017. We continue to work with our vendors to obtain extended credit terms and increase credit lines where needed. Additionally, we continue to focus on adherence to established collection policies and proactive communication with repeat customers, including adjusting credit limits to allow for increased sales volume where warranted.
We are intent on focusing on the sale and distribution of profitable product lines. Management continues to look for further financing facilities at affordable terms that will allow the Company to maintain sufficient raw material and finished goods inventory to capitalize on sales growth opportunities. We are limiting our capital expenditures to that required to maintain current manufacturing capability or support key business initiatives identified in our strategic sales plan. We continue to work to reduce our overall costs wherever possible.
The issuance of the additional shares will cause some dilution to current shareholders, but we anticipate that the opportunity to increase Company revenue and profitability would generate additional shareholder value that would more than offset the effects of any dilution.
Effects of the Increase in Authorized Shares
The Company currently is authorized to issue up to 75,000,000 shares of its $0.001 par value common stock. As of the September 30, 2017, there are 43,312,107 shares of common stock issued and outstanding and approximately 71,119,000 common stock equivalents consisting of outstanding comment stock, stock option plans, conversion features of the Company’s Preferred Stock and vesting stock awards. Following approval of the requested increase in common shares, we will have approximately 28,881,000 shares authorized and available for issuance.
Currently we do not have any arrangements or understandings for the remaining portion of the authorized but unissued shares, although management has had preliminary discussions with financial institutions about obtaining additional capital via equity financing to grow revenues to a level at which the Company is solidly profitable and self-sustaining. It is the opinion of Amerityre management that the approximately 3,881,000 currently authorized but unissued shares are insufficient, given the current price of AMTY common shares.
If approved, the additional authorized but unissued and unreserved shares of our common stock could be issued by the board without further shareholder approval. It is our present intention to issue additional shares (1) fund revenue growth initiatives and (2) enhance our manufacturing capabilities as identified above.
Exchange Act Matters
Our common stock is registered under the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. Any increase in authorized capital, if implemented, will not affect the registration of our common stock under the Exchange Act or our reporting or other requirements. Our common stock is currently quoted, and following any increase will continue to be quoted, on the OTCQB Marketplace. We do not expect that our common stock will be traded under a new symbol, nor do we expect that the CUSIP number for our common stock will change. Any increase in authorized common stock will be reflected on new certificates issued by the Company and in electronic entry systems but will not otherwise affect outstanding shares.
Accounting Matters
The increase in authorized shares will not affect total shareholders’ equity on our balance sheet.
Tax Consequences
To our best knowledge, any increase in our authorized shares will have no tax consequences for our shareholders.
Effect of Not Obtaining the Required Vote for Approval
If the increase in authorized shares is not approved, our ability to continue operations and pursue business opportunities might be severely limited. We might be unable to meet our obligations, or raise additional funds to meet future obligations. Our ability to raise additional funds will be severely constrained, and, without funding, we may not have sufficient remaining equity to retain officers, directors and employees, or engage necessary consultants.
Procedure for Effecting the Increase in Authorized Shares
The increase will become effective as of the date of filing the amendment to the Articles of Incorporation with the State of Nevada, with such date being referred to as the “effective time.” The form of the Certificate of Amendment to our Articles of Incorporation is included below:
FORM OF PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)
1. Name of corporation:
Amerityre Corporation
2. The articles have been amended as follows: (provide article numbers, if available)
Article III: The Corporation shall have the authority to issue a total of 105,000,000 shares, consisting of 5,000,000 shares of preferred stock having a par value of $0.001 per share (hereinafter referred to a “Preferred Stock”) and 100,000,000 shares of common stock, par value $0.001 per share (hereinafter referred to as “Common Stock”).
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: _______________ (_____%)
4. Effective date of filing: (optional)
5. Signature: (required)
/s/_________________
Signature of Officer
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
NO NEW CERTIFICATES WILL BE ISSUED TO ANY SHAREHOLDER AS A RESULT OF THE INCREASE AND SHAREHOLDERS SHOULD NOT SUBMIT EXISTING CERTIFICATES FOR RE-ISSUANCE.
Vote Required
Approval of the increase in authorized shares of the Company’s common stock requires the approval of a majority of the voting power represented by shares at the Annual Meeting in person or by proxy and entitled to vote, assuming that a quorum is present or represented at the Annual Meeting. The Board of Directors recommends a vote “FOR” the increase from 75,000,000 authorized shares of common stock to 100,000,000 authorized shares of common stock. It is intended that in the absence of contrary specifications, proxies will be voted for the increase. Broker non-votes and abstentions will not be counted in the vote for the increase.
PROPOSAL NO. 4
ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
In accordance with the SEC’s proxy rules, we are seeking an advisory, non-binding stockholder vote with respect to the compensation of the named executive officers listed in the Summary Compensation Table in the “Executive Compensation” section of this proxy statement for fiscal year 2017 and as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers and the philosophy, policies and practices described in this proxy statement. This vote is commonly known as a “Say-on-Pay” advisory vote.
We believe that our compensation programs and policies for the fiscal year ended June 30,
2017 were effective2022, and also discussed with Haynie & Company PC the matters required to be discussed by Statement on Auditing Standards No. 114 (Communications with Audit Committees), as amended. The members of the Committee received from Haynie & Company PC the written disclosures required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence.Based on their review of our audited financial statements, and on their discussion with our management and with Haynie & Company PC, the members of the Audit Committee recommended to the Board of Directors that the audited financial statements be included in aligningour annual report on Form 10-K for the fiscal year ended June 30, 2022.
The Audit Committee, along with the Company’s developmental goalsChief Financial Officer, Ms. Keeton-Cardno, also critically reviewed the ongoing relationship with shareholder interests, and remain worthyHaynie & Company PC. The result of continued stockholder support. Accordingly, we ask for our stockholdersthis internal review concluded that this firm continues to indicate their support forpossess the compensation paidneeded skillset in order to render the appropriate services to the named executive officers by voting FOR the following non-binding resolution at the Annual Meeting of Stockholders:
“RESOLVED, that the Company’s stockholders approve the compensation of the named executive officers for fiscal year 2017 listed in the Summary Compensation Table in the ‘Executive Compensation’ section of the proxy statement and as disclosed pursuant to Item 402 of Regulation S-K.”
AUDIT COMMITTEE
/s/ Terry Gilland | | /s/ Michael Sullivan |
Terry Gilland | | Michael Sullivan |
| | |
Vote Required
Approval of this proposal requires that votes cast in favor of the proposal exceed the votes cast against the proposal. Your vote is advisory and the result is not binding upon the Company. Although not binding, our Board values the opinions of our stockholders and will consider the outcome of the vote, along with other relevant factors, in deciding whether any actions are necessary to address any concerns raised by the vote and when making future compensation decisions for the named executive officers. The Board recommends that the stockholders vote for the approval of the compensation of the named executive officers, as stated in the above non-binding resolutions. It is intended that in the absence of contrary specifications, proxies will be voted for the approval of the compensation of the named executive officers. Broker non-votes and abstentions will not be counted in the advisory vote for the approval of the compensation of the named executive officers.
PROPOSAL NO. 5
ADVISORY VOTE ON THE FREQUENCY OF VOTING ON THE
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
In addition to the Say-on-Pay advisory vote, we are seeking an advisory, non-binding vote regarding the frequency of future advisory Say-on-Pay votes in accordance with the SEC’s proxy rules, known as a “Say-on-Pay Frequency” advisory vote.
Stockholders will be able to vote that we hold this Say-on-Pay advisory vote every year, two years, or three years, or stockholders may abstain from voting on this proposal.
After due consideration, the Board has decided to recommend that this Say-on-Pay advisory vote on executive compensation occur every three years. While there are valid arguments for annual and biennial votes, we believe that a vote once every three years is the best approach for the Company and its stockholders for a number of reasons, including that a triennial vote will allow our stockholders to better evaluate our executive compensation program in relation to our short- and long-term company performance. Additionally, a triennial vote will provide us with time to respond to stockholder concerns and implement appropriate revisions.
The Board’s decision was based further on the premise that this recommendation could be modified in future years if it becomes apparent that a vote once every three years is not meaningful or a more frequent vote is recommended by best corporate governance practices.
Vote Required
The frequency (one year, two years or three years) that receives the highest number of votes cast by the stockholders will be deemed the frequency for the advisory Say-on-Pay vote preferred by the stockholders. Your vote is advisory and the results are not binding upon the Company. Although not binding, the Board values the opinions of our stockholders and will review and consider the outcome of the vote, along with other relevant factors, in evaluating the frequency of future advisory votes on executive compensation. The Board recommends that stockholders vote for the option of “THREE YEARS” as the preference for the frequency of holding future advisory votes on the compensation of our named executive officers. It is intended that in the absence of contrary specifications, proxies will be voted for the approval of three years for the frequency of advisory votes on the compensation of the Company’s named executive officers. Broker non-votes and abstentions will not be counted in the advisory vote on the frequency of approval of the compensation of the named executive officers.
EXECUTIVE OFFICERS
The following sets forth certain information regarding our officers as of September 30, 20172021 and for the fiscal year ended June 30, 2017:
2022:Name of Officer | | Age | | Position | | Officer Since |
Michael F. Sullivan (1) | | 5257 | | Chief Executive Officer | | April 2015 |
Lynda R. Keeton-Cardno | | 4550 | | Chief Finance Officer | | January 2015 |
(1) Michael F. Sullivan was first appointed Chief Operating Officer December 1, 2014; then appointed Chief Executive Officer April 1, 2015; and appointed Chairman of the Board December 3, 2015. |
Michael F. Sullivan was appointed CEO of Amerityre in April 2015. He joined Amerityre in May 2014 as a consultant and was appointed COO in December 2014. He has over 30 years of experience in Operations management and Engineering management in a variety of manufacturing industries. His career started at Johnson Matthey in 1987, where during his 10 year tenure he completed a 5 year expatriate assignment in Belgium designing, constructing and managing Europe’s largest autocatalyst facility. Between 1996 and 2007, he served as Director of ManufacturingSee above for General Chemical’s Electronic Materials facility, as Director of Operations for Life Measurement Inc., a medical device manufacturer, as Director of Operations for Pinole Point Steel, a division of Material Sciences Corporation, and as Chief Operating Officer at Professional Finishing, Inc., a privately held coating company. He served as a consultant with Versa Engineering and Technology, a privately held engineering consultant firm from January 2008 to December 2014 Mr. Sullivan has extensive quality management experience and is an IRCA certified auditor.
Mr. Michael Sullivan holds a BSE in Chemical Engineering from the University of Pennsylvania and an MBA in Finance and Marketing from the Haas School of Business at UC Berkeley.
Sullivan’s biography.Lynda R. Keeton-Cardno
was appointed as the Company’s Principal Financial and Accounting Officer, and Secretary/
Treasurer.Treasurer on January 21, 2015. Since, 2004 Ms. Keeton-Cardno has been the CEO/Managing Member of Lynda R. Keeton CPA, LLC, dba Keeton CPA, an accounting firm based in Henderson, Nevada which provides accounting, audit and consulting services to public and private companies. Between January 1996 and April 2002 Ms. Keeton-Cardno worked for Arthur Andersen, LLP in Phoenix, Arizona and Las Vegas, Nevada in the audit and advisory and technology risk consulting divisions. Ms. Keeton-Cardno is a
Nevada licensed certified public accountant and received her accounting degree from Arizona State University’s School of Business and Honor’s College. In her various roles she has extensive background and experience in managing high performing accounting departments, filings with the
Securities and Exchange CommissionSEC and work needed for review
and audit by standard promulgated by the Public Companies Accounting Oversite Board.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The following Compensation Discussion and Analysis describes the duties, responsibilities and role of our Compensation Committee as well as the material elements of compensation for the our executive officers identified in the Summary Compensation Table set forth below (the “Named Executive Officers”). Over the past year, the Compensation Committee has reviewed our compensation practices and the components of executive compensation. The information below provides the description of compensation policies applicable to executive officers and other highly compensated individuals under employment and/or consulting arrangements.
Objectives of Our Compensation Program
The primary objective of our compensation program, including our executive compensation program, is to: maintain a compensation program that will fairly compensate our executives and employees; attract and retain qualified executives and employees, who are able to contribute to our long-term success; encourage performance consistent with clearly defined corporate goals; and align our executives’ long-term interests with those of our stockholders. To that end, our compensation practices are intended to:
1. | Tie total compensation to the Company’s performance and individual performance in achieving financial and non-financial objectives; |
2. | Align senior management’s interests with stockholders’ interests through long-term equity incentive compensation. |
Role of the Compensation Committee
The Compensation Committee determines the compensation of our Chief Executive Officer and, in consultation with the Chief Executive Officer, our other executive officers. In addition, the Compensation Committee is responsible for adopting, reviewing and administering our compensation policies and programs, including the cash bonus incentive plan and equity incentive plans, which are discussed in more detail below. Our Compensation Committee adheres to a compensation philosophy that (i) seeks to attract and retain qualified executives who will add to the long-term success of the Company, (ii) promotes the achievement of operational and strategic objectives, and (iii) compensates executives commensurate with each executive’s level of performance, level of responsibility and overall contribution to the success of the Company.
In determining the compensation of our Chief Executive Officer and our other executive officers, the Compensation Committee considers the financial condition and operational performance of the Company during the prior year. In determining the compensation for executive officers other than the Chief Executive Officer, the Compensation Committee considers the recommendations of the Chief Executive Officer and comparable market rates.
The Compensation Committee reviews the compensation practices of other companies, based in part on market survey data and other statistical data relating to executive compensation obtained through industry publications and other sources. The Compensation Committee does not seek to benchmark the Company’s compensation program directly with other publicly traded companies or other companies with which we may compete for potential executives, since some of these competitors are privately held companies for which executive compensation information is not available.
Components of Executive Compensation for Fiscal 2017 and Fiscal 2016
The elements of the Company’s current compensation program are base salary and long-term equity incentives. Our compensation program is designed to provide our executives with incentives to achieve our short-term and long-term performance goals and to pay competitive base salaries. Each Named Executive Officer’s current and prior compensation is considered in setting future compensation.
Each of the elements of our executive compensation program is discussed in the following paragraphs.
Base Salaries
Base salaries are based on a number of factors, including the executive’s experience level and scope of responsibility, performance level, estimate of future potential and overall contribution. The value of base salary also reflects the employee’s long-term performance, skill set and the market value of that skill set. Base salaries for our Named Executive Officers and other highly compensated individuals are reviewed on an annual basis and adjustments made to reflect performance-based factors, as well as competitive conditions. The Company does not apply specific formulas in setting base salaries.
Long Term Equity Incentives
Long term incentive awards are a key element of the Company’s total compensation package for individuals in significant positions of responsibility.responsibility, including the members of our Board of Directors who are compensated entirely in Amerityre stock. Such awards may bewere made under the 2017 Omnibus Stock Option2020 and Award Plan (the “2017 Plan”2022 Plans (collectively “the Plans”) to senior management and select employees who are key to the Company’s achievement of its long-term goals. The purpose of the 2017 PlanPlans is to promote the long termlong-term growth and profitability of Amerityre by (i) providing certain officers and employees with incentives to maximize stockholder value, and (ii) enabling Amerityre to attract, retain and reward the best available persons for positions of responsibility. The 2015 Plan providesPlans provide for a variety of long-term awards including incentive or non-qualified stock options, restricted stock, and performance awards.
The Plan isPlans are administered by the Board unless and until the Board delegates administration to the Committee as defined by the 2017 Plan.each plan documents. Awards granted under the 2017 PlanPlans may be incentive stock options, or ISOs, as defined in the Internal Revenue Code of 1986, as amended, or the Code, or stock bonus awards which are awarded to our employees, including officers, who, in the opinion of the Board of Directors or the Compensation Committee, have contributed, or are expected to contribute, materially to our success.
All of our employees and officers are eligible to participate under the 2017 Plan.Plans. A maximum of 3,000,0005,000,000 shares are available for grant under the 20172020 Plan and a maximum of 10,000,000 shares are available for grant under the 2022 Plan. Under the 2017 Plan,Plans, the Board and the Compensation Committee have broad authority to award equity-based compensation arrangements to any eligible employee, director, consultant,employees, officers, or advisordirectors of Amerityre.
Perquisites and Other Benefits
The Company does not provide significant perquisites or personal benefits to executive officers different from those of non-executive employees.
Employment Agreements
On March 23, 2017, Michael F. Sullivan, the Company’s Chief Executive Officer finalized the negotiation of the replacement and extension of his employment contract.
While all material compensation terms were finalized February 23, 2017 other items within the agreement, attached as Exhibit 10.1, were finalized as of March 23, 2017. The Agreement replaces the current employment agreement and extends his term of employment to December 31, 2018.
· | Mr. Sullivan’s compensation package is a summarized below. See the full agreement as filed as Exhibit 10.1 for Form 8-k, which was filed on March 27, 2017. |
(a)Annual salary of $150,000 per year
(b) Stock award of 2.4 million shares of the Company’s common stock vesting ratably over twenty-three months (February 2017 – December 2018);
(c) Bonus compensation up to five (5)% of annual salary under Section 5(a) based on certain financial performance objectives:
Health and medical insurance as available for full-time employees, and participation in any retirement, pension, profit-sharing, stock option, or other plan as in effect from time to time on the same basis as other employees.
(e) Stock options as previously awarded and detailed on Mr. Sullivan’s Form 4 filed on March 22, 2017 were not amended or adjust. Options for 480,000 shares of the Company’s common stock at an exercise price of $.10 per share to be awarded on January 1, 2018. These Options will expire on December 31, 2021 and will vest on a monthly basis throughout calendar year 2018 (40,000 shares per month).
Lynda R. Keeton-Cardno, who devotes approximately 25% of her time to the Company, receives an annual salary of $28,986.10, renegotiable yearly. In January 2016 and January 2017, Ms. Keeton-Cardno’s employment agreement was extended for 1 year at the same annual salary. With the January 2016 extension, another 50,000 stock options were granted, with a strike price of $0.10 that vest ratably from January 2016 through December 2016. With the January 2017 extension, 60,000 stock aware was granted, valued at $0.04 per share, vesting ratably January 2017 through December 2017. In addition to the option renewal $575 a month in health insurance reimbursement was included in the renewal. All other terms remain the same.
In July 2015 the Board of Directors granted the following non-reoccurring stock bonus awards to Mr. Sullivan and Ms. Keeton-Cardno:
To the officers of Amerityre, 600,000 shares were granted on July 20, 2015 (valued at $0.03) with 75% of the grant allocated to the CEO and 25% of the grant allocated to the CFO. The shares of stock vest ratably each quarter end during fiscal year 2016 and are payable immediately after the vesting date.
Employee Benefits
The Company offers employee health insurance benefits coverage to provide our workforce with a reasonable level of financial support in the event of illness or injury. Health insurance benefits are available to all full time employees, including executive officers of the Company. The executive officers of the Company, including the Named Executive Officers, are eligible on the same basis as all other employees. Due to the changes in health and dental costs in association with federal laws, the cost of employee benefits is contributory where the Company contributes a maximum of $575 toward each eligible employee’s benefits and any remaining amount is borne by the employee.
Accounting Matters
The Company has adopted the provisions of Accounting Standards Codification 718, Compensation – Stock Compensation (ASC 718), formerly SFAS 123(R), which requires the fair value of options to be recorded as compensation cost in the financial statements. The adoption of ASC 718 has resulted in $27,807 and $68,805 in stock based compensation costs recognized in fiscal 2017 and 2016, respectively.
Stock Option and Stock Bonus Awards
General Option Information
On August 10, 2015, the Board of Directors cancelled the “Directors’ 2011 Stock Option and Award Plan” as all options under this plan had been granted and adopted the “2015 Omnibus Stock Option and Award Plan” which contains provisions for up to 3,000,000 stock options to be granted to employees, consultants and directors. The 2015 Omnibus Stock Option and Award Plan did not obtain the necessary shareholder approval in the Company’s annual proxy process, resulting in certain U.S. Internal Revenue Service provisions to be ineffective.
On April 25, 2017, the Board of Directors cancelled the “2015 Omnibus Stock Option and Award Plan” as all options and stock awards under this plan had been granted and adopted the “2017 Omnibus Stock Option and Award Plan” which contains provisions for up to 3,000,000 stock options to be granted to employees, consultants and directors.
Prior Issuances of options
In the October 2015 Board meeting, the Board granted all non-executive Board members 100,000 options, with the audit committee chair receiving an additional 50,000 options, for Board services rendered for the fiscal year ended June 30, 2015. The options have a strike price of $0.10, vest at the end of the Board term on December 3, 2015 and expire December 3, 2017.
On December 1, 2015, 480,000 options were granted to the Company’s Chief Executive Officer (then our Chief Operating Officer) as part of his employment offer. The options have a strike price of $0.10, vest December 1, 2016 and expire December 1, 2020.
On January 19, 2016, the Board granted all non-executive Board members 100,000 options, with the audit committee chair receiving an additional 50,000 options, for Board services rendered for the Board term ending December 2016. The options have a strike price of $0.10, vest at the end of the Board term in December 2016 and expire December 2019.
On January 19, 2016, 50,000 options were granted to the Company’s Chief Financial Officer as part of renewal of her employment agreement. The options have a strike price of $0.10, vest ratably January 21, 2016 to December 1, 2016 and expire December 1, 2019. In addition to the option renewal $550 a month in health insurance reimbursement was included in the renewal. All other terms remain the same.
Expense related to the above options was $47,731 as of June 30, 2016.
Option issuances and vesting during the period ending June 30, 2017
On December 1, 2016, 480,000 options were granted to the Company’s Chief Executive Officer as part of his employment offer. The options have a strike price of $0.10, vest December 1, 2017 and expire December 1, 2020. Year to date expense related to these options is $1,021 as of June 30, 2017.
Expense related to the above options is $16,097 as of June 30, 2017.
As of June 30, 2017, there was $729 of unrecognized stock-based compensation expense related to stock options that will be recognized over the vest period (December 2017) of the underlying option.
Stock Ownership Requirements
The Board of Directors has historically encouraged its members and members of senior management to acquire and maintain stock in the Company to link the interests of such persons to the stockholders. However, neither the Board of Directors nor the Compensation Committee has established stock ownership guidelines for members of the Board of Directors or the executive officers of the Company.
Compensation Committee Report On Executive Compensation
The Compensation Committee, comprised of independent and non-independent directors, reviewed and discussed the above Compensation Discussion and Analysis (“CD&A”) with the Company’s management. Based on such review and discussions, the Compensation Committee recommended to the Company’s Board of Directors that the CD&A be included in this Proxy Statement on Schedule 14A relating to the upcoming annual meeting and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended June 30, 2017.
/s/Terry Gilland | | /s/George Stoddard |
Terry Gilland | | George Stoddard |
/s/David Clark | | /s/David Hollister |
David Clark | | David Hollister |
The following Summary Compensation Table sets forth the aggregate compensation paid or accrued by the Company to the named executive officers, as defined in Regulation S-K Item 402(m)(2) (the “Named Executive Officers”) as of June 30, 20172022 and 2016.
2021.Summary Compensation Table
| Officers Name & Principal Position | | Year | | Salary (In $) (1) | | | Bonus (In $) | | | Stock (In $) | | | Option Awards (In $) (2) | | | Non-Equity Incentive Plan Compensation (In $) | | | Nonqualified Deferred Compensation Earnings (In $) | | | All Other Compensation (In $) | | | Total (In $) | |
| M. Sullivan | | 2017 | | | 150,000 | | | | 41,718 | | | | 20,515 | | | | 6,318 | | | | - | | | | - | | | | - | | | | 218,551 | |
| CEO (3) | | 2016 | | | 161,538 | | | | 45,000 | | | | 13,500 | | | | 12,714 | | | | - | | | | - | | | | - | | | | 232,752 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| L. Keeton-Cardno | | 2017 | | | 28,454 | | | | 10,000 | | | | 3,450 | | | | 978 | | | | - | | | | - | | | | - | | | | 42,882 | |
| CFO | | 2016 | | | 31,216 | | | | 5,000 | | | | 4,500 | | | | 1,956 | | | | - | | | | - | | | | - | | | | 42,672 | |
Officer’s Name & Principal Position | | Year | | Salary (In $) (1) | | | Bonus (In $) | | | Stock (In $)(2)(3) | | | Total (In $) | |
Michael Sullivan | | 2022 | | | 227,852 | | | | 66,500 | | | | 61,790 | | | | 356,143 | |
CEO (4) | | 2021 | | | 171,923 | | | | 45,000 | | | | 67,959 | | | | 284,882 | |
| | | | | | | | | | | | | | | | | | | |
Lynda Keeton-Cardno | | 2022 | | | 42,208 | | | | 7,500 | | | | 2,207 | | | | 51,915 | |
CFO (4) | | 2021 | | | 37,846 | | | | 7,500 | | | | 1,510 | | | | 46,856 | |
(1) Actual cash amount paid based on bi-weekly payroll for the period July 1, 2016 through June 30, 2017 and July 1, 2015 through June 30, 2016, respectively.
Annual gross wages.(2) Based on the aggregate grant date fair value computed in accordance with ASC 718.
(3) See Note 4 “Stock Transactions” of the Company’s financial statements as filed on its annual report on Form 10-K on September 19, 2022 for all assumptions made in the valuation of stock awards.
(4) Michael F. Sullivan was first appointed Chief Operating Officer December 1, 2014; then appointed Chief Executive Officer April 1, 2015.
GrantsEmployment Agreements
Mr. Sullivan renewed his employment contract effective January 10, 2022. Under his new Agreement, Mr. Sullivan receives an annual salary of $190,000 per year and was granted a stock award of 1.68 million restricted shares which is described more fully under “Grants of Plan Based Awards
On DecemberAwards.” See the full agreement as filed as Exhibit 10.1 for Form 8-K, which was filed on January 13, 2022.Ms. Keeton-Cardno renewed her employment contract effective January 1, 2015, 480,000 options were granted2022. Pertinent details are as follows:
| ● | Annual base compensation $41,600; |
| ● | 60,000 shares of common stock ), valued at a fixed rate of $0.049, the average price per share of the Company’s common stock for the period December 27, 2021 to December 31, 2021; and, |
| ● | Annual bonus eligibility. |
Under her Employment Agreement with the Company, as amended, Lynda R. Keeton-Cardno devotes 20% of her time to the Company’s Chief Executive Officer (“CEO”) (then our Chief Operating Officer) as partCompany. If Ms. Keeton-Cardno is terminated by the Company without cause, if there is a change in majority ownership of his employment offer. the Company resulting in the Company ceasing to be publicly traded, or if her position or duties are changed without prior written agreement, all stock due to Ms. Keeton-Cardno under her Employment Agreement will vest and be issued immediately upon any such event.
The options have a strike price of $0.10, vest December 1, 2016 and expire December 1, 2020.
ToCompensation Committee, at its discretion, may award bonuses to the
executive officers of
Amerityre, 600,000 shares were granted on July 20, 2015 (valued at $0.03) with 75%the Company in addition to the terms of the
grant allocated to the CEO and 25% of the grant allocated to the Chief Financial Officer (“CFO”). The shares of stock vest ratably each quarter end during fiscal year 2016 and are payable immediately after the vesting date.above employment contracts. For the year ended June 30,
20162022 the following bonuses were awarded, both payable in cash: | ● | Michael F. Sullivan: $66,500. |
| ● | Lynda R. Keeton-Cardno: $7,500. |
Grants of Plan Based Awards
The Named Executive Officers received grants of restricted stock described below. In this Proxy Statement, we also describe past grants of restricted stock to our independent directors. When we refer to the phrase “vesting ratably” we mean that the grants vest over time subject to the executive or the director continuing to provide services to us as of each applicable vesting date.
Effective January 1, 2021, the Company recognized $18,000 of compensation expense for these grants; $4,500 of which was a stock payable.renewed the Chief Executive Officer’s Employment Agreement. The final 150,000 shares under this stock award were issued in July 2016.
On January 19, 2016, 50,000 options were granted to the Company’s CFO as part of renewal of her employment agreement. The options have a strike price of $0.10, vest ratably January 21, 2016 to December 1, 2016 and expire December 1, 2019. In addition to the option renewal $550 a month in health insurance reimbursement was included in the renewal. All other terms remain the same.
On January 21, 2017, 60,000 shares were granted to the Company’s CFO as part of her employment renewal. The shares are valued as of January 20, 2017 ($0.04) and vest ratably through December 2017. As of June 30, 2017, 30,000 of these shares have been earned and issued.
On March 23, 2017, the Company’s CEO, finalized the negotiation of the replacement and extension of his employment contract. While all material compensation terms were finalized February 23, 2017 other items within the agreement, filed via Form 8-k on March 27, 2017, were finalized as of March 23, 2017. Thenew Agreement replaces the current employment agreement and extends his term of employment to December 31, 2018.2021. Inclusive in this new agreementAgreement is a stock award of 2.42.7 million shares of the Company’s common stock vesting ratably over twenty-three12 months (February 2017(January 2021 – December 2018)2021), valued at a fixed rate of $0.0168,$0.031, the closingaverage price per share of the Company’s common stock price on February 22, 2017.for the period December 24, 2020 to December 31, 2020. As of June 30, 2017, 521,739 of these shares have been earned and issued.
On February 23, 2017 the Board of Director’s approved a partial payment of Mr. Sullivan’s 2016 bonus in stock. This partial payment of $5,000 resulted in the issuance of 322,5812021, 1,350,000 shares of stock.
stock vested and were issued.
On January 1, 2021, 60,000 shares of common stock were granted to the Company’s Chief Financial Officer as part of her employment renewal. The Company’s common stock vesting ratably over 12 months (January 2021 – December 2021), valued at a fixed rate of $0.031, the average price per share of the Company’s common stock for the period December 24, 2020 to December 31, 2020. As of June 30, 2021, 30,000 shares of stock vested and were issued.
Effective January 1, 2022, the Company renewed the Chief Executive Officer’s Employment Agreement. The new Agreement extends his term of employment to December 31, 2022. Inclusive in this new Agreement is a stock award of 1.68 million shares of the Company’s common stock vesting ratably over 12 months (January 2022 – December 2022), valued at a fixed rate of $0.049 per share, the average price per share of the Company’s common stock for the period December 27, 2021 to December 31, 2021.
On January 1, 2022, 60,000 shares of common stock were granted to the Company’s Chief Financial Officer as part of her employment renewal. These shares of the Company’s common stock vest ratably over 12 months (January 2022 – December 2022) and are valued at a fixed rate of $0.049 per share, the average price per share of the Company’s common stock for the period December 27, 2021 to December 31, 2021.
Outstanding Equity Awards at Fiscal Year End
The following table sets forth the outstanding equity awards of the Named Executive Officers as of June 30, 2017.2022.
| | | Option Awards | | | Stock Awards | |
Name | | No. of Securities Underlying Unexercised Options (#) Exercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | No. of Shares or Units of Stock That Have Not Vested (#) | | | | Market Value of Shares or Units of Stock That Have Not Vested($) | |
| | | | | | | | | | | | | | | | | | | | | | |
M. Sullivan(1) | | | - | | | | - | | | | | | | 840,000 | | (1) | | | 41,194 | |
| | | | | | | | | | | | | | | | | | | | | | |
L. Keeton-Cardno(2) | | | - | | | | - | | | | - | | | | 30,000 | | (2) | | | 1,471 | |
(1) | Vests monthly through December 2022. |
(2) | Vests quarterly through December 2022. |
| | | Option Awards | | | Stock Awards | |
| Name | | No. of Securities Underlying Unexercised Options (#) Exercisable | | | No. of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: No. of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | No. of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | Equity Incentive Plan Awards: No. of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |
| M. Sullivan | | | - | | | | 480,000 | | | | - | | | | 0.10 | | | 12/1/20 | | | | 1,878,260 | | | | 56,348 | | | | - | | | | - | |
| | | | 480,000 | | | | - | | | | - | | | | 0.10 | | | 12/1/20 | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| L. Keeton-Cardno | | | - | | | | - | | | | - | | | | - | | | | - | | | | 25,000 | | | | 750 | | | | - | | | | - | |
| | | | 50,000 | | | | - | | | | - | | | | 0.10 | | | 12/1/19 | | | | - | | | | - | | | | - | | | | - | |
Option Exercises and Stock Vested
Pension Benefits and Nonqualified Deferred Compensation
The Company does not provide pension benefits or provide any other qualified retirement plans or non-nonqualified deferred compensation plans for its employees or directors.
The following table sets forth the aggregate compensation paid or accrued by the Company to the Directors for the fiscal year ended June 30, 2017.
| Name | | Fees Earned or Paid in Cash (In $) | | | Stock Awards (In $) | | | Option Awards (In $) | | | Non-Equity Incentive Plan Compensation (In $) | | | Non- Qualified Deferred Compensation Earnings (In $) | | | All Other Compensation (In $) | | | Total (In $) | |
| T. Gilland | | | - | | | | 581 | | | | - | | | | - | | | | - | | | | - | | | | 581 | |
| G. Stoddard | | | - | | | | 388 | | | | - | | | | - | | | | - | | | | - | | | | 388 | |
| D. Clark | | | - | | | | 388 | | | | - | | | | - | | | | - | | | | - | | | | 388 | |
| D. Hollister | | | - | | | | 388 | | | | - | | | | - | | | | - | | | | - | | | | 388 | |
| M. Sullivan | | | - | | | | 388 | | | | - | | | | - | | | | - | | | | - | | | | 388 | |
Non-Employee Directors' Stock Incentive Plan
On August 10, 2015,2022. Name | | Stock Awards (In $)(1) | | | Total (In $) | |
Terry Gilland | | | 8,715 | | | | 8,715 | |
George Stoddard | | | 5,010 | | | | 5,010 | |
David Clark | | | 8,715 | | | | 8,715 | |
David Hollister | | | 5,810 | | | | 5,810 | |
(1)Represents shares granted January 2021 that vested July 2021 – December 2021, vesting at each meeting a Director attended as described below. And shares of common stock granted in February 2022 vesting ratably on a monthly basis over the February 2022 – June 2022 period
Grants to Independent Directors
The grants to our independent directors described below were all under our 2020 or 2022 Plans.
In the January 2021 Board Meeting, the Chairman of the Board proposed compensation to the independent members of the Board of Directors cancelled the “Directors’ 2011 Stock Option and Award Plan” as all options under this plan had beensuch that each such director’s compensation would be in company shares that are both granted and adopted the “2015 Omnibus Stock Option and Award Plan” which contains provisions for up to 3,000,000 stock options to be granted to employees, consultants and directors. The 2015 Omnibus Stock Option and Award Plan did not obtain the necessary shareholder approval in the Company’s annual proxy process, resulting in certain U.S. Internal Revenue Service provisions to be ineffective.
In the October 2015vested as of each Board meeting
each independent Director attends, at the
following share amounts: Audit Committee Chair 15,000 per meeting, Board
Secretary 15,000 per meeting, all other independent Directors 10,000 per meeting. As the shares are both granted
all non-executiveand vested per Board
members 100,000 options, withmeeting attended, the
audit committee chair receiving an additional 50,000 options, forvalue of the related shares is the closing stock price on each meeting date. The Board
services rendered forapproved this plan. The value of these shares ranged between $0.02 and $0.10 per share during the
fiscal yearsix-month period ended June 30,
2015. The options have a strike price2021. As of
$0.10, vest at the endJune 30, 2021, 245,000 shares of
stock vested and were issued. Effective February 28, 2022, the Board term on December 3, 2015 and expire December 3, 2017.
On January 19, 2016, the Board granted all non-executive Board members 100,000 options, with the audit committee chair receiving an additional 50,000 options, for Board services rendered for the Board term ending December 2016. The options have a strike price of $0.10, vest at the end of the Board term in December 2016 and expire December 2019.
As of January 31, 2017, 225,000approved director equity compensation awards totaling 500,000 shares were granted to the Company’s Board of Director’s as Board compensation for the term ending November 2017.2022. Each non-executive Board member receives 50,000100,000 shares, with the Audit Committee Chair receiving 75,000150,000 shares and the Board Secretary receiving 150,000 shares. The shares vest ratably Januarymonthly (in equal installments) February 2022 – December 2017,November 2022, valued at a fixed rate of $0.0155,$0.049, the closingaverage price per share of the Company’s common stock price on Januaryfor the period December 27, 2021 to December 31, 2017. As of June 30, 2017, 112,500 of these shares have been earned and issued.
On April 25, 2017, the Board of Directors cancelled the “2015 Omnibus Stock Option and Award Plan” as all options and stock awards under this plan had been granted and adopted the “2017 Omnibus Stock Option and Award Plan” which contains provisions for up to 3,000,000 stock options to be granted to employees, consultants and directors.
2021.In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation or any other change in our corporate structure affecting common stock, or a sale by us of all or a substantial part of its assets, or any distribution to stockholders other than a cash dividend, our Board of Directors will make appropriate adjustment in the number and kind of shares authorized by the 20172020 Plan, and any adjustments to outstanding awards as it deems appropriate. However, no fractional shares of common stock will be issued pursuant to any such adjustment, and the fair market value of any fractional shares resulting from adjustments will be paid in cash to the awardee.
All options and restricted stock granted to an awardee shall automatically terminate and be null and void as of the date an eligible Director's service on the Board of Directors terminates if the directorship is terminated as a result of any act of (a) fraud or intentional misrepresentation, or (b) embezzlement, misappropriation, or conversion of assets or opportunities of our company.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
AND DIRECTOR INDEPENDENCE
During fiscal years 2017Except for the compensation arrangements and 2016, Michael F. Sullivan acted as both CEOrelated transactions disclosed under “Executive Officers” and Chairman of the Board of Directors. No“Director Compensation,” and other Board member received compensation outside of the Board of Director optionscompensatory arrangements disclosed previously in the compensation tables above.
As of this filing, Mr. Sullivan is not deemed independent as that term is defined byCompany’s filings with the Securities and Exchange Commission, becausethe Company has not participated in any transactions in the period from July 1, 2020 to the date of his involvement as officersthis Proxy Statement where the amount involved exceeded the lesser of $120,000 or employees1% of the Company.
Director’s Terry Gilland, George Stoddard, David Clarkaverage of our total assets at the fiscal years ended June 30, 2022 and David Hollister, are deemed to be independent under2021 and in which the definitionCompany’s executive officers, directors, director nominees, 5% securityholders, or the immediate family members of independence per NASDAQ Rule 5605(a)(2), which standard for independence has been adopted by the Company. In addition, these directors meets the additional requirements for audit committee members under NASDAQ Rule 5605(c), including meeting the criteria for independence set forth in Rule 10A-3(b)(1) under the Act (subject to the exemptions provided in Rule 10A-3(c) under the Act), not having participated in the preparation of the financial statements of the Companyany such persons have any direct or any current subsidiary of the Company at any time during the past three years, and being able to read and understand fundamental financial statements, including the Company's balance sheet, income statement, and cash flow statement. See compensation tables above.
indirect material interest.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following tablestable set forth as of September 30, 2017,2022, the name and address and the number of shares of our Common Stockcommon stock held of record or beneficially by each person or entity who held of record, or was known by us to own beneficially, more than 5five percent of our issued and outstanding common stock, and the name and shareholdings of each director and Named Executive Officer as defined by Item 402 of Regulation S-K, and of all officers and directors as a group. The information on share numbers and percentage ownership listed assumes: a) the exercise of options by the beneficial owner (all included options are currently exercisable); and b) a corresponding increase in the number of shares issued and outstanding. Beneficial ownership is determined in accordance with the rules of the SEC. In determining the number of shares beneficially owned by a person, options or warrants to purchase common stock held by that person that are currently exercisable, or become exercisable within 60 days following, are deemed outstanding; however, such shares are not deemed outstanding for purposes of computing the percentage ownership of any other person. We believe that all of the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and except as indicated in the other footnotes to this table.
| Security Ownership of Certain Beneficial Owners | |
| Name and Address of Beneficial Owner | | Amount and Nature of Beneficial Ownership(1) | | | Percentage of Class(2) | |
| None | | | | | | |
| | | | | | | |
| Security Ownership of Management of the Company | |
| Name and Position of Director/Officer | | Amount and Nature of Beneficial Ownership(1) | | | Percentage of Class(2) | |
| Michael F. Sullivan, CEO and Chairman of the Board (4) | | | 3,262,364 | | | | 7.5 | % |
| Terry Gilland, Director (5) | | | 375,000 | | | | 0.9 | % |
| George Stoddard, Director (6) | | | 150,000 | | | | 0.3 | % |
| David Clark, Director (7) | | | 150,000 | | | | 0.3 | % |
| David Hollister, Director (8) | | | 150,000 | | | | 0.3 | % |
| Lynda R. Keeton-Cardno, CFO (9) | | | 430,000 | | | | 1.0 | % |
| Total beneficial ownership of all officers and directors as a group ( persons) | | | 4,517,364 | | | | 10.4 | % |
Security Ownership of Certain Beneficial Owners | |
Name | | Amount of Common Stock Beneficially Owned(1) | | | Percentage of Class(2) | |
| | | | | | | | | |
Michael F. Sullivan, CEO and Chairman of the Board (3) | | | 12,182,581 | | | | 15.9 | % |
Terry Gilland, Director (4) | | | 701,250 | | | | 0.9 | % |
George Stoddard, Director (5) | | | 452,083 | | | | 0.6 | % |
David Clark, Director (6) | | | 576,250 | | | | 0.8 | % |
David Hollister, Director (7) | | | 472,083 | | | | 0.6 | % |
Lynda R. Keeton-Cardno, CFO | | | 657,500 | | | | 0.9 | % |
Total beneficial ownership of all officers and directors as a group (6 persons) (8) | | | 15,041,748 | | | | 19.7 | % |
| | | | | | | | | |
Shelton Core Value Fund (9) | | | 20,000,000 | | | | 26.0 | % |
(1) All shares owned directly are owned beneficially and of record and such stockholder has sole voting, investment, and dispositive power, unless otherwise noted. Also includes director shares earned but not issued as of this filing.
This table does not include any unvested stock options or stock awards except for those vesting within 60 days. All addresses are c/o Amerityre Corporation, 1501 Industrial Road, Boulder City, Nevada 89005.(2) Assumes exercise of options and/or warrants and corresponding increase in the number of shares issued and outstanding.
(3) As of September 30, 2017 there were 43,312,107Applicable percentages are based on 75,787,868 shares of common stock issued and outstanding.
(4)outstanding as of September 30, 2022. Includes shares of common stock as of that date. Also as of that date the Company has no option awards outstanding, vested or unvested.(3) Mr. Sullivan’s beneficial ownership consists of 1,682,364shares of common stockstock. Excluded are 280,000 unvested shares. Mr. Sullivan is a director, Named Executive Officer, and 1,580,000 common stock options.
(5)beneficial owner of more than five percent of the Company’s securities, but is listed only once in the above table in accordance with SEC Rules and guidance.(4) Mr. Gilland’s beneficial ownership consists of 75,000shares of common stock and 300,000 common stock options.
(6)stock. Excluded are 25,000 unvested shares.(5) Mr. Stoddard’s beneficial ownership consists of 50,000shares of common stock and 100,000 common stock options.
(7)stock. Excluded are 16,667 unvested shares.(6) Mr. Clark’s beneficial ownership consists of 50,000consists shares of common stock and 100,000 common stock options.
(8)stock. Excluded are 25,000 unvested shares.(7) Mr. Hollister’s beneficial ownership consists of 50,000consists shares of common stock 100,000 common stock options.
(9)stock. Excluded are 16,667 unvested shares.(8) Ms. Keeton-Cardno’s beneficial ownership consists of 330,000shares of common stock and 100,000stock. Excluded are 10,000 unvested shares.
(9) Shelton Core Value Fund converted 2,000 Preferred Shares into 20,000,000 common stock options.
Equity Compensation Plan Information
The following table sets forth information as of June 30, 20172022 with respect to compensation plans under which our equity securities are authorized for issuance.
Plan Category | | Number of Securities to be Issued upon Exercise of Outstanding Options, Restricted Stock Units and Performance Units A | | | Weighted-Average Exercise Price of Outstanding Options, Restricted Stock Units and Performance Units B | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans C | |
| Equity compensation plans approved by security holders (1) | | | 2,186,000 | | | $ | 0.14 | | | | - | |
| Equity compensation plans not approved by security holders | | | 2,094,000 | | | $ | 0.10 | | | | 1,506,000 | |
| Total | | | 4,280,000 | | | | | | | | 1,506000 | |
Plan Category | | Number of Securities to be Issued upon Exercise of Outstanding Options, Restricted Stock Units and Performance Units A | | | Weighted-Average Exercise Price of Outstanding Options, Restricted Stock Units and Performance Units B | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans C | |
| | | | | | | | | | | | | |
Equity compensation plans not approved by security holders | | | | | | | | | | | | |
Amerityre Corporation 2020 Equity Incentive Plan (1) | | | 5,000,000 | | | | $0.04 | | | | 15,000 | |
Amerityre Corporation 2022 Equity Incentive Plan (2) | | | 10,000,000 | | | | $0.04 | | | | 9,500,000 | |
(1) | The Company maintained(1) | Represents shares underlying the 2005 Stock Option and Award Plan, which was previously approved by shareholders. This plan had a 10 year life and expired July 2015.Company’s 2020 Plan. |
| (2) | Represents shares underlying the Company’s 2022 Plan. |
FINANCIAL AND OTHER INFORMATION
The Company’s most recent audited financial statements and other information are contained in the Company’s annual report on Form 10-K for the period ending June 30, 2017.2022. Such reports, once filed, are available to stockholders onthrough the Company’s web sitewebsite at http://www.amerityre.com, which directs readers to SEC’s EDGAR website at http://www.sec.gov, and upon written request addressed to the Company at the Company’s executive offices or on the Securities and Exchange Commission’s EDGAR website at http://www.sec.gov.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee of the Board of Directors (the "Committee") assists the Board of Directors in fulfilling its oversight responsibilities with respect to the external reporting process and the adequacy of our internal controls. Specific responsibilities of the Committee are set forth in the Audit Committee Charter, which is available on our website.
The members of the Committee are Terry Gilland, George Stoddard, and David Hollister. All meet the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The members of the Committee reviewed and discussed with our management and Haynie & Company PC the audited financial statements contained in our annual report on Form 10-K for the fiscal year ended June 30, 2017 and also discussed with Haynie & Company PC the matters required to be discussed by Statement on Auditing Standards No. 114 (Communications with Audit Committees), as amended. The members of the Committee received from Haynie & Company PC the written disclosures required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence.
Based on their review of our audited financial statements, and on their discussion with our management and with Haynie & Company PC, the members of the Committee recommended to the Board of Directors that the audited financial statements be included in our annual report on Form 10-K for the fiscal year ended June 30, 2017.
AUDIT COMMITTEE
/s/ Terry Gilland | | /s/ George Stoddard |
Terry Gilland | | George Stoddard |
October 6, 2017 | | October 6, 2017 |
/s/ David Hollister | | |
David Hollister | | |
October 6, 2017 | | |
offices.STOCKHOLDER PROPOSALS
No proposals have been submitted by stockholders of the Company for consideration at the Annual Meeting. It is anticipated that the next annual meeting of stockholders will be held during November 2018.December 2023. Stockholders who, in accordance with Rule 14a-8 of the Exchange Act wish to present proposals for inclusion in the proxy materials to be distributed in connection with next year’s Annual Meeting Proxy Statement must submit their proposals so that they are received at our principal executive offices no later than the close of business on June 30, 2018,2023, and are otherwise in compliance with applicable laws and regulations and the governing provisions of the articles of incorporation and bylaws of the Company. As the rules of the SEC make clear, simply submitting a proposal does not guarantee that it will be included.
Stockholder proposals and director nominations for our 20182023 Annual Meeting not intended for inclusion in the proxy materials for the meeting must be delivered to our principal executive offices no earlier than July 15, 20182023 and no later than August 19, 20182023 to be considered timely.
SECTION 16(A)16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act requires our Directors, executive officers and 10 percent stockholders, which we refer to as reporting persons,“reporting persons”, to file with the SEC initial reports of ownership and changes in ownership of our common stock. Reporting persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. To our knowledge, based solely on our review of the copies of such reports received or written representations from certain reporting persons that no other reports were required, we believe that during our fiscal year ended June 30, 20162022 all reporting persons filed all such reports and that one report was notall reports were filed timely.
We have adopted a Code of Business Conduct (the “Code”) that applies to all our directors, officers and employees. A copy of the code of ethicsCode will be provided free of charge upon written request to our Secretary at the address shown on the cover page of this proxy statementProxy Statement and is accessible, free of charge at our website, www.amerityre.com. If we grant waivers from or make amendments to this code of ethicsthe Code that are required to be disclosed pursuant to the Exchange Act or applicable listing requirements, we will make those disclosures on our website within four business days following the date of such waiver or amendment.
STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS
In accordance with notices that we sent to certain stockholders, we are sending only one copy of our annual report and proxy statement to stockholders who share the same last name and address, unless they have notified us that they want to continue receiving multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources.
If you received a household mailing this year and you would like to have additional copies of our annual report and/or proxy statement mailed to you, or you would like to opt out of this practice for future mailings, please submit your request by mail to Amerityre Corporation, 1501 Industrial Road, Boulder City, Nevada 89005. We will promptly send additional copies of the annual report and/or proxy statement upon receipt of such request. You may also contact us if you received multiple copies of the annual meeting materials and would prefer to receive a single copy in the future.
Unfortunately, householding for bank and brokerage accounts is limited to accounts within the same bank or brokerage firm. For example, if you and your spouse share the same last name and address, and you and your spouse each have two accounts containing Amerityre stock at two different brokerage firms, your household will receive two copies of our annual meeting materials—one from each brokerage firm.
Management does not know of any business other than referred to in the Notice which may be considered at the meeting. If any other matters should properly come before the Annual Meeting, such matters will be properly addressed and resolved and those in attendance will vote on such matters in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
Michael F. Sullivan, Chief Executive Officer
24, 2022YOUR VOTE IS IMPORTANT.
PLEASE MAKE SURE TO VOTE YOUR SHARES BY PROMPTLY VOTING AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.
Annual Meeting of Stockholders
November 30, 2017
(December 7, 2022
At 10 AM local time
This Proxy is Being Solicited by the Board of Directors)
DirectorsThe undersigned hereby appoints Michael F. Sullivan, proxy, with full power of substitution, to vote the voting shares of Amerityre Corporation (the “Company”), which the undersigned is entitled to vote at the annual meeting of stockholders of the Company (the “Annual Meeting”) to be held in the Company’s manufacturing plant at 1501 Industrial Road, Boulder City Nevada 89005, on Thursday, November 30, 2017,Wednesday, December 7, 2022, or any adjournment(s) thereof, such proxies being directed to vote as specified below. If no instructions are specified, such proxy will be voted “FOR” each proposal. If any other business is presented at the Annual Meeting, this proxy will be voted in accordance with the determination of a majority of the Board of Directors.
To vote in accordance with the Board of Directors’ recommendations, sign below. The “FOR” boxes may, but need not, be checked. To vote against any of the recommendations, check the appropriate box(es) marked “AGAINST” below. To withhold authority for the proxies to vote for any of the recommendations, check the appropriate box(es) marked “WITHHOLD AUTHORITY” below.
The Board of Directors recommends votes “FOR” the following proposals, each of which has been proposed by the Board of Directors:
1. Elect each of the following nominees as directors to serve until the 20182022 Annual Meeting of Stockholders. To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the name(s) of the nominee(s) on the linelines below.
Michael F. Sullivan | Terry Gilland | George Stoddard | David Clark | David Hollister |
2. RatifyPlease print your name and sign exactly as your name appears in the appointment of Haynie & Company PC as independent public accountants.
FOR ☐
| AGAINST ☐
| WITHHOLD AUTHORITY ☐
|
3. Approvalrecords of the amendment tocompany. When shares are held by joint tenants, both should sign. When signing as an executor, administrator, attorney, trustee or guardian, please give your full title as such. If the articles of incorporationsigner is a company, please provide the full name of the Amerityre Corporation to increasecompany and a signature from a duly authorized officer, giving the officer’s full title as such. If your shares are held at a brokerage house, please indicate in the space provided the name of the brokerage house and the number of common shares authorized from 75,000,000 to 100,000,000 shares.
held.FOR ☐
| AGAINST ☐
| WITHHOLD AUTHORITY ☐
|
4. Advisory vote to approve the compensation of the named executive officers.
5. Advisory vote on the frequency of voting on the compensation of the named executive officers.
ONE YEAR ☐
| TWO YEARS ☐
| THREE YEARS ☐
| ABSTAIN ☐
|
PLEASE PRINT YOUR NAME AND SIGN EXACTLY AS YOUR NAME APPEARS IN THE RECORDS OF THE COMPANY. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS AN EXECUTOR, ADMINISTRATOR, ATTORNEY, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS SUCH. IF THE SIGNER IS A COMPANY, PLEASE PROVIDE THE FULL NAME OF THE COMPANY AND A SIGNATURE FROM A DULY AUTHORIZED OFFICER, GIVING THE OFFICER’S FULL TITLE AS SUCH. IF YOUR SHARES ARE HELD AT A BROKERAGE HOUSE, PLEASE INDICATE IN THE SPACE PROVIDED THE NAME OF THE BROKERAGE HOUSE AND THE NUMBER OF SHARES HELD.
Name of Brokerage | Number of Shares |
House [If Applicable] | Beneficially Held |
|
|
| | |
Date: | |
__________________________________
| _______________________________
|
Signature | Signature (if held jointly) |
