UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
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☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 |
SILVERSUN TECHNOLOGIES, INC.SilverSun Technologies, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4) | Proposed maximum aggregate value of transaction: | |
(5) | Total fee paid: | |
☐ Fee paid previously with preliminary materials.
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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November 9, 2021
Dear Fellow SilverSun Stockholders:
We invite you to attend the 2021 Annual Meeting of Stockholders of SilverSun Technologies, Inc. to be held at the SilverSun corporate offices located at 120 Eagle Rock Avenue, East Hanover, New Jersey 07936 on December 16, 2021 at 10:00 A.M. EST.
The Notice of the Annual Meeting and Proxy Statement accompanying this letter provide information concerning matters to be considered and acted upon at the meeting. Immediately following the meeting, a report on our operations will be presented, including a question-and-answer and discussion period. Our 2020 results are presented in detail in our Annual Report.
Your vote is very important. We encourage you to read the Proxy Statement and vote your shares as soon as possible. Whether or not you plan to attend, you can be sure your shares are represented at the Annual Meeting by promptly submitting your vote by the Internet, by telephone or, if you request a paper copy of the proxy materials and receive a proxy card, by mail.
On behalf of the Board of Directors, thank you for your continued confidence and investment in SilverSun.
Sincerely, | ||
/s/ Mark Meller | ||
Mark Meller | ||
Chairman of the Board |
SILVERSUN TECHNOLOGIES, INC.SilverSun Technologies, Inc.
120 Eagle Rock Avenue
East Hanover, NJ07936
(973) 396-1720
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 19, 2019STOCKHOLDERS
TO OUR SHAREHOLDERS:to be held on Thursday, December 16, 2021
You are cordially invited to attendTo the Stockholders of SilverSun Technologies, Inc.
The 2021 Annual Meeting of ShareholdersStockholders (the “Annual Meeting”Meeting���) of SilverSun Technologies, Inc., a Delaware corporation (together with its subsidiaries,(the “Company”, “SilverSun”, “we”, “us” or “our”), which will be held on Thursday, December 19, 2019,16, 2021, beginning at 10:00 A.M. EST at 120 Eagle Rock Avenue, East Hanover, NJ 07936, fora.m. Eastern time. The purpose of the meeting is to consider and act upon the following purposes:matters:
1. | To elect four (4) directors to | |
2. | To ratify the | |
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| To transact such other business as may properly come before the Annual Meeting or any |
The foregoing items of business are more fully described in the Proxy Statement that is attached and made a part of this Notice. Only stockholders of record of our common stock, par value $0.00001 per share (“Common Stock”) at the close of business on November 26, 2019 (the “Record Date”),1, 2021, will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.
All shareholdersstockholders are cordially invited to attend the Annual Meeting in person. Your vote is important regardless ofMeeting. We are providing proxy material access to our stockholders via the number of shares you own. Only record or beneficial owners of SilverSun Common Stock as ofInternet at www.proxyvote.com.Please give the Record Date may attend the Annual Meeting in person. When you arrive at the Annual Meeting, you must present photo identification, such as a driver’s license. Beneficial owners also must provide evidence of stockholdings as of the Record Date, such as a recent brokerage account or bank statement.
Whether or not you expect to attend the Annual Meeting, please submit a proxy to vote your shares either via Internet or by mail. If you choose to submit your proxy by mail, please complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope in order to ensure representation of your shares. It will help in our preparations for the meeting if you would check the box on the form of proxy if you plan on attending the Annual Meeting. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.
In addition to mailing a printed copy of our proxy materials to each stockholder of record, we expect to make certain proxy materials available over the Internet.
Accordingly, on or about November 26, 2019 we will begin mailing the Proxy Materials to all stockholders of record as of the Record Date.
your careful attention.
By Order of the Board of Directors, | ||
/s/ Mark Meller | ||
Mark Meller | ||
Chairman | ||
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| of the Board of Directors |
New York, NY
November 9. 2021
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING IN PERSON,OF SHAREHOLDERS TO ASSURE THAT YOUR SHARES WILL BE REPRESENTED, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY.HELD ON DECEMBER 16, 2021
The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.
Your vote is important. We encourage you to review all of the important information contained in the proxy materials before voting.
SILVERSUN TECHNOLOGIES INC.
120 Eagle Rock Avenue
East Hanover, NJ07936
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS
TO BE HELD ON THURSDAY, DECEMBER 19, 201916, 2021
GENERAL INFORMATION ABOUT THE PROXY
STATEMENT AND ANNUAL MEETING
This Proxy Statementproxy statement is being furnished toin connection with the shareholderssolicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of SilverSun Technologies, Inc. (together with its subsidiaries, the “Company”, “SilverSun”, “we”, “us” or “our”) in connection with the solicitation of proxies by our Board of Directors (the “Board of Directors” or the “Board”) for use at the 2021 Annual Meeting of ShareholdersStockholders (the “Annual Meeting”) to be held on Thursday, December 19, 201916, 2021, beginning at 10:00 A.M. EST at 120 Eagle Rock Avenue, East Hanover, New Jersey 07936,a.m. Eastern time, and at any and all adjournmentsadjournment or postponementspostponement thereof (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. Accompanying this Proxy Statement is a proxy/voting instruction form (the “Proxy”) for the Annual Meeting, which you may use to indicate your vote as to the proposals described in this Proxy Statement. It is contemplated that this Proxy Statement and the accompanying form of Proxy will be first mailed to the Company’s shareholders on or about November 26, 2019.9, 2021.
The Company will solicit shareholders by mail through its regular employees and will request banks and brokers and other custodians, nominees and fiduciaries, to solicit their customers who have stock of the Company registered in the names of such persons and will reimburse them for reasonable, out-of-pocket costs. In addition, the Company may use the service of its officers and directors to solicit proxies, personally or by telephone, without additional compensation.
Only shareholders of record as of the close of business on November 1, 2021 (the “Record Date”) will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof. As of the Record Date, there were approximately 5,136,177 shares of Common Stock of the Company issued and outstanding and entitled to vote representing approximately 851 holders of record. Shareholders may vote in person or by proxy. Each holder of shares of Common Stock is entitled to one vote for each share of stock held on the proposals presented in this Proxy Statement. The Company’s Bylaws, as amended, provide that at least a majority of the outstanding shares of stock entitled to vote, whether present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting. The enclosed Proxy reflects the number of shares that you are entitled to vote. Shares of Common Stock may not be voted cumulatively.
Why am I being provided with these proxy materials?
We have delivered printed versions of these proxy materials to you by mail in connection with the solicitation by our Board of proxies for the matters to be voted on at our Annual Meeting and at any adjournment or postponement thereof.
What do I do if my shares are held in “street name”“street name”?
If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.
What if other matters come up at the Annual Meeting?
At the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the meeting or any adjournment or postponement thereof for consideration, and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.
Voting Securities
Only shareholders of record as of the close of business on November 26, 2019 (the “Record Date”) will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof. As of the Record Date, there were approximately 4,501,271 shares of Common Stock of the Company issued and outstanding and entitled to vote representing approximately 857 holders of record. Shareholders may vote in person or by proxy. Each holder of shares of Common Stock is entitled to one vote for each share of stock held on the proposals presented in this Proxy Statement. The Company’s Bylaws, as amended, provide that at least a majority of the outstanding shares of stock entitled to vote, whether present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting. The enclosed Proxy reflects the number of shares that you are entitled to vote. Shares of Common Stock may not be voted cumulatively.
All valid proxies received prior to the Annual Meeting will be voted. The Board of Directors recommends that you vote by proxy even if you plan to attend the Annual Meeting. You can vote your shares by proxy via Internet mail or phone.mail. To vote via Internet, go to www.proxyvote.com and follow the instructions. To vote by mail, fill out the enclosed Proxy, sign and date it, and return it in the enclosed postage-paid envelope to Vote Processing, c/o Broadridge 51 Mercedes Way, Edgewood, NY 11717. To vote by phone, dial 1-800-690-6903 and follow the instructions.Financial Solutions, Inc. Voting by proxy will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting and vote in person. However, if your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy executed in your favor, from the holder of record to be able to vote at the Annual Meeting.
All Proxies which are properly completed, signed and returned prior to the Annual Meeting, and which have not been revoked, will be voted in favor of the proposals described in this Proxy Statement unless otherwise directed. A shareholder may revoke his or her Proxy at any time before it is voted either by filing with the Secretary of the Company, at its principal executive offices located at 120 Eagle Rock Avenue, East Hanover, New Jersey 07936, a written notice of revocation or a duly-executed Proxy bearing a later date or by attending the Annual Meeting and voting in person.
Voting Procedures and Vote Required
The presence,Your vote is important no matter how many shares you own. Please take the time to vote. Take a moment to read the instructions below. Choose the way to vote that is easiest and most convenient for you, and cast your vote as soon as possible.
If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank, broker or other nominee, you may vote in one of three ways :
● | You may vote over the Internet. You may vote your shares by following the “Vote by Internet” instructions on the accompanying proxy card. If you vote over the Internet, you do not need to vote by telephone or complete and mail your proxy card. |
● | You may vote in Person. You may vote your shares in person if you attend the Annual Meeting. |
● | You may vote by mail. If you requested a proxy card by mail, you may vote by completing, dating and signing the proxy card delivered and promptly mailing it in the postage-paid envelope provided. If you vote by mail, you do not need to vote over the Internet or by telephone. |
All proxies that are executed or are otherwise submitted over the Internet or by telephone will be voted on the matters set forth in the accompanying Notice of Annual Meeting of Stockholders in accordance with the instructions set forth herein. However, if no choice is specified on a proxy as to one or more of the proposals, the proxy will be voted in accordance with the Board of Directors’ recommendations on such proposals as set forth in this proxy statement.
After you have submitted a proxy, you may still change your vote and revoke your proxy at any time prior to the Annual Meeting by doing any one of the following things:
● | Over the Internet. You may vote by proxy by visiting www.proxyvote.com and entering the control number found in your Notice of Internet Availability. |
● | By mail. If you requested a proxy card by mail, you will receive a proxy card or voting instruction form and you may vote by signing such proxy card and either arranging for delivery of that proxy card in the envelope provided or returning it by mail in the envelope provided prior to the start of the Annual Meeting. |
Your attendance at the Annual Meeting alone will not revoke your proxy.
Votes Required to Approve a Proposal
The holders of a majority in interest of theall stock issued, outstanding shares of stock of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting is necessary to establisha meeting, present in person or represented by proxy will constitute a quorum for the transaction of business.business at the Annual Meeting. Shares of common stock represented in person or by proxiesproxy (including shares which contain an abstention, as well as “broker non-vote” shares (described below) areabstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted as present for purposes of determining the presence or absence ofwhether a quorum for the Annual Meeting.
All properly executed proxies delivered pursuant to this solicitation and not revoked will be votedis present at the Annual Meeting as specified in such proxies.Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.
The following votes are required for approval of the proposals being presented at the Annual Meeting:
Vote Required forProposal 1: Election of Directors (Proposal No. 1).Directors. Our Certificate Votes may be cast: “FOR ALL” nominees, “WITHHOLD ALL” nominees or “FOR ALL EXCEPT” those nominees noted by you on the appropriate portion of Incorporation,your proxy or voting instruction card. At the Meeting, four directors are to be elected, which number shall constitute our entire Board, to hold office until the next annual meeting of stockholders and until their successors shall have been duly elected and qualified. Pursuant to our bylaws, as amended, does not authorize cumulative voting. Delaware law provides that directors are to be elected by a pluralitymajority of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the four (4) candidates receiving the highest number of affirmative votes at the Annual Meeting will be elected as directors. Only shares that are voted in favor of a particular nominee willProxies cannot be counted toward that nominee’s achievement of a plurality. Shares present at the Annual Meeting that are not voted for a particular nomineegreater number of persons than the number of nominees named or shares present by proxy wherefor persons other than the shareholder properly withheld authority tonamed nominees. Withholding a vote for suchfrom a director nominee will not be counted toward that nominee’s achievement of a plurality.
Vote Required for Ratification of Auditors (Proposal No. 2). Delaware lawvoted with respect to the director nominee indicated and our Bylaws, as amended, provide that,will have no impact on all matters (other than the election of directors and except toalthough it will be counted for the extent otherwise required by our Certificatepurposes of Incorporation,determining whether there is a quorum. Broker non-votes will have no effect on the outcome of this proposal.
Proposal 2: To Ratify the Selection of Friedman LLP as amended,SilverSun’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021. Votes may be cast: “FOR,” “AGAINST” or applicable Delaware law), the“ABSTAIN.” The affirmative vote of the holders of shares of common stock representing a majority of the shares present,of Common Stock cast at the meeting in person or by proxy and voting on the matter, will beis required for approval. Accordingly, the affirmative vote of a majorityratification of the shares present at the Annual Meeting, in person or by proxy, and voting on the matter, will be required to ratify the Board’s selection of Friedman LLP as our independent auditorsregistered public accounting firm for the current fiscal year ending December 31, 2019.year. Abstentions will have no effect on the outcome of this proposal. There will be no broker non-votes with respect to this proposal.
Vote Required to Approve the AdoptionTabulation and Reporting of the SilverSun Technologies, Inc. 2019 Equity and Incentive Plan (Proposal No. 3). Delaware Law and our Bylaws provide that, on all matters (other than the election of directors and except to the extent otherwise required by our Certificate of Incorporation, as amended, or applicable Delaware law), the affirmative vote of a majority of the shares present, in person or by proxy, andVoting Results
Preliminary voting on the matter,results will be required for approval. Accordingly, the affirmative vote of a majority of the shares presentannounced at the Annual Meeting, in person or by proxy, andMeeting. Final voting on the matter,results will be required to approvetallied by the SilverSun Technologies, Inc. Equity and Incentive Plan.
If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. Brokers that have not received voting instructions from their clients cannot vote on their clients’ behalf on “non-routine” proposals. Broker non-votes are counted for the purposes of obtaining a quorum for the Annual Meeting, and in tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote. The vote on Proposal No. 1 is considered “non-routine,” the vote on Proposal No. 2 is considered “routine”. Abstentions are counted as “shares present” at the Annual Meeting for purposes of determining the presence of a quorum but are not counted in the calculation of the vote.
Votes at the Annual Meeting will be tabulated by one or more inspectorsinspector of election appointed byafter the Chairmantaking of the Board.
Shareholders will not be entitled to dissenter’s rights with respect to any matter to be considered at the Annual Meeting.
Shareholders List
For a period of at least ten days prior to the Annual Meeting, a complete list of shareholders entitled to vote at the Annual MeetingMeeting. SilverSun will be available atpublish the principal executive offices offinal voting results in a Current Report on Form 8-K filed with the Company located at 120 Eagle Rock Avenue, East Hanover, NJ 07936 so that shareholders of record may inspect the list only for proper purposes.
Expenses of Solicitation
The Company will pay the cost of preparing, assembling and mailing this proxy-soliciting material, and all costs of solicitation, including certain expenses of brokers and nominees who mail proxy material to their customers or principals.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date, information regarding beneficial ownership of our capital stock by:
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Beneficial ownership is determined according to the rules of theU.S. Securities and Exchange Commission (the “SEC”) and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including options that are currently exercisable or exercisable within sixty (60)four business days offollowing the Record Date. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of Common Stock shown that they beneficially own, subject to community property laws where applicable.Annual Meeting.
Common Stock subjectThis proxy statement, the accompanying proxy card and our 2020 annual report to stock options currently exercisablestockholders were first made available to stockholders on or exercisable within sixty (60) days of the Record Date are deemed to be outstanding for computing the percentage ownership of the person holding these options and the percentage ownership of any group of which the holder is a member but are not deemed outstanding for computing the percentage of any other person.about November 9, 2021.
Unless otherwise indicated,our Annual Report on Form 10-K for the address of each beneficial owner listed inyear ended December 31, 2020 as filed with the table below is c/oSecurities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to SilverSun Technologies, Inc., 120 Eagle Rock Avenue, East Hanover, NJ 07936.07936
Number of Shares of Common Stock Beneficially Owned | Percentage of Ownership of Common Stock (1) | |||||||
Officers and Directors | ||||||||
Mark Meller Chief Executive Officer, President and Chairman | 2,006,534 | 44.58 | % | |||||
Christine Dye Chief Financial Officer | 0 | 0 | % | |||||
Joseph Macaluso Director | 3,333 | * | ||||||
Stanley Wunderlich Director | 5,700 | * | ||||||
John Schachtel Director | 11,031 | * | ||||||
Officers and Directors as a Group (4 persons) | 2,026,598 | 45.02 | % | |||||
5% Beneficial Shareholders | ||||||||
Jeffrey Roth (2) | 581,384 | 12.91 | % | |||||
Poplar Point Capital Management L.L.C. | 283,633 | 6.30 | % |
Proxy Materials Are Available on the Internet
SilverSun uses the Internet as the primary means of furnishing proxy materials to stockholders. We send a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability” to our stockholders with instructions on how to access the proxy materials online at proxyvote.com or request a printed copy of materials.
Stockholders may follow the instructions in the Notice of Internet Availability to elect to receive future proxy materials in print by mail or electronically by email . We encourage stockholders to take advantage of the availability of the proxy materials online to reduce environmental impact and mailing costs.
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why am I receiving these materials?
We have sent you these proxy materials because the Board of SilverSun Technologies, Inc. (sometimes referred to as the “Company,” “SilverSun,” “we” or “us”) is soliciting your proxy to vote at the Annual Meeting of stockholders. According to our records, you were a shareholder of the Company as of the end of business on November 1, 2021.
You are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card.
The Company intends to mail these proxy materials on or about November 9, 2021 to all shareholders of record on the Record Date entitled to vote at the Annual Meeting.
What is included in these materials?
These materials include this proxy statement for the Annual Meeting and the proxy card.
What is the proxy card?
The proxy card enables you to appoint Mark Meller, our Chief Executive Officer, as your representative at the Annual Meeting. By completing and returning a proxy card, you are authorizing Mr. Meller to vote your shares at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting.
When and where is the Annual Meeting being held?
The Annual Meeting will be held on December 16, 2021 commencing at 10:00 a.m.., Eastern time, at 120 Eagle Rock Avenue, East Hanover, NJ 07936
Can I view these proxy materials over the Internet?
Yes. The Notice of Meeting, this Proxy Statement and accompanying proxy card are available at www.proxyvote.com.
Who can vote at the Annual Meeting?
Only shareholders of record at the close of business on November 1, 2021, will be entitled to vote at the Annual Meeting. On this Record Date, there were 5,136,177 shares of Common Stock outstanding and entitled to vote.
The Annual Meeting will begin promptly at 10:00 a.m.., Eastern time. Check-in will begin one-half hour prior to the meeting. Please allow ample time for the check-in procedures.
Shareholder of Record: Shares Registered in Your Name
If on November 1, 2021 your shares were registered directly in your name with SilverSun’s transfer agent, Pacific Stock Transfer, Inc., then you are a shareholder of record. As a shareholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on November 1, 2021, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, rather than in your name, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.
What am I voting on?
The following matters are scheduled for a vote:
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ELECTION OF DIRECTORS
The Company’s Board of Directors is currently comprised of four authorized directors. A total of four directors will be elected at the Annual Meeting to serve until the next annual meeting of shareholders to be held in 2020, or until their successors are duly elected and qualified. Of the Board members whose term expires at the Annual Meeting, Mark Meller, Joseph P. Macaluso, John Schachtel and Stanley Wunderlich are all standing for reelection. The persons named as “Proxies” in the enclosed Proxy will vote the shares represented by all valid returned proxies in accordance with the specifications of the shareholders returning such proxies. If no choice has been specified by a shareholder, the shares will be voted FOR the nominees. If at the time of the Annual Meeting any of the nominees named below should be unable or unwilling to serve, which event is not expected to occur, the discretionary authority provided in the Proxy will be exercised to vote for such substitute nominee or nominees, if any, as shall be designated by the Board of Directors. If a quorum is present and voting, the nominees for directors receiving the highest number of votes will be elected. Abstentions and broker non-votes will have no effect on the vote.
3. | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
NOMINEES FOR ELECTION AS DIRECTORThe Board is not currently aware of any other business that will be brought before the Annual Meeting.
NomineesHow do I vote?
You may vote “For” or “Against” or abstain from voting. The procedures for voting are fairly simple:
Shareholder of Record: Shares Registered in Your Name
If you are a shareholder of record as of the Record Date, you may vote in person at the Annual Meeting or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.
● | To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive. You should be prepared to present photo identification for admittance. A list of shareholders eligible to vote at the Annual Meeting will be available for inspection at the Annual Meeting and for a period of ten days prior to the Annual Meeting during regular business hours at our principal executive offices, which are located at 120 Eagle Rock Avenue, East Hanover, NJ 07936 |
● | To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your completed and signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. |
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail your voting instructions as directed by your broker or bank to ensure that your vote is counted. Alternatively, you may be able to vote by telephone or over the Internet by following instructions provided by your broker or bank. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of Common Stock you own as of the Record Date.
What is a quorum for purposes of conducting the Annual Meeting?
The presence, in person or by proxy, of the holders of a majority of the total voting power of the issued and outstanding Common Stock, or 2,568,090 shares, entitled to vote at the meeting is necessary to constitute a quorum to transact business. If a quorum is not present or represented at the Annual Meeting, the shareholders entitled to vote thereat, present in person or by proxy, may adjourn the Annual Meeting from time to time without notice or other announcement until a quorum is present or represented.
What if I return a proxy card but do not make specific choices?
If you return a signed and dated proxy card without marking any voting selections, your shares will be voted “FOR” the election of the directors (Proposal No. 1), “FOR” ratification of the appointment of Friedman LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal 2), and “FOR” approval of any adjournment of the Annual Meeting, if necessary or appropriate, to transact such other business as may properly come before the meeting and all adjournments and postponements thereof; and if any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his best judgment.
How does the Board recommend that I vote?
Our Board recommends that you vote your shares “FOR” the election of the directors (Proposal No. 1), “FOR” ratification of the appointment of Friedman LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal 2), and “FOR” approval of any adjournment of the Annual Meeting, if necessary or appropriate, to transact such other business as may properly come before the meeting and all adjournments and postponements thereof. Unless you provide other instructions on your proxy card, the persons nominatednamed as proxy holders on the proxy card will vote in accordance with the recommendations of the Board as set forth in this Proxy Statement.
Who is paying for this proxy solicitation?
We will bear the cost of mailing and solicitation of proxies. Proxies may be solicited by mail or personally by our directors, officers or employees, none of whom will receive additional compensation for such solicitation. Those holding shares as of record for the benefit of others, or nominee holders, are being asked to distribute proxy soliciting materials to, and request voting instructions from, the beneficial owners of such shares. We will reimburse nominee holders for their reasonable out-of-pocket expenses.
What does it mean if I receive more than one set of proxy materials?
If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.
I share the same address with another SilverSun Technologies, Inc. shareholder. Why has our household only received one set of proxy materials?
The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our shareholders. This practice, known as “householding,” is intended to reduce the Company’s printing and postage costs. We have delivered only one set of proxy materials to shareholders who hold their shares through a bank, broker or other holder of record and share a single address, unless we received contrary instructions from any shareholder at that address. However, any such street name holder residing at the same address who wishes to receive a separate copy of the proxy materials may make such a request by contacting the bank, broker or other holder of record, or Broadridge Financial Solutions, Inc. at 866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Street name holders residing at the same address who would like to request householding of Company materials may do so by contacting the bank, broker or other holder of record or Broadridge at the phone number or address listed above.
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:
● | You may submit another properly completed proxy card with a later date; | |
● | You may send a timely written notice that you are revoking your proxy to the Company at 120 Eagle Rock Avenue, East Hanover, NJ 07936, Attn: Joseph Macaluso; or | |
● | You may attend the Annual Meeting and vote in person. Simply attending the meeting will not, by itself, revoke your proxy. |
If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
How are votes counted?
Votes will be counted by the inspector of elections appointed for the meeting, who will separately count “For,” “Abstain” and “Against” votes, and broker non-votes. Abstentions will not be counted as votes for any matter.
Is my vote kept confidential?
Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:
● | as necessary to meet applicable legal requirements; | |
● | to allow for the tabulation and certification of votes; and | |
● | to facilitate a successful proxy solicitation. |
Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. Final voting results will be disclosed in a Current Report on Form 8-K filed after the Annual Meeting.
Members of Our Board of Directors
Set forth below are the names of and certain biographical information about each member of our Board of Directors. The information presented includes each director’s principal occupation and business experience for the past five years and the names of other public companies of which he or she has served as a director during the past five years.
The Board of Directors, upon the recommendation of our Nominating and Corporate Governance Committee, has nominated: Mark Meller, Stanley Wunderlich, Kenneth Edwards, and John Schachtel for election as directors, each to hold office until their successors are as follows:elected and qualified or until their earlier resignation or removal.
Name | Age | Position with the | New Board Term Expires | Age | Position with the | New Board Term Expires | |||||||
Mark Meller | 60 | Chief Executive Officer, President and Chairman | 2020 | 62 | Chief Executive Officer, President and Chairman | 2022 | |||||||
Joseph P. Macaluso | 68 | Independent/Chairman of Audit Committee | 2020 | ||||||||||
Kenneth Edwards | 62 | Independent/Chairman of Audit Committee | 2022 | ||||||||||
Stanley Wunderlich | 68 | Independent/ Chairman of Nominating and Governance Committee | 2020 | 73 | Independent/ Chairman of Nominating and Governance Committee | 2022 | |||||||
John Schachtel | 58 | Independent/Chairman of Compensation Committee | 2020 | 60 | Independent/Chairman of Compensation Committee | 2022 |
The following sets forth certain information about each of the director nominees:
Mark Meller, Chief Executive Officer, President, Director
Mr. Mark Meller has been the President and Director of the Company since September 15, 2003, and was further appointed Chief Executive Officer on September 1, 2004. He became Chairman of the Board on May 10, 2009. From September 2003 through January 2015, he was Chief Financial Officer of the Company. From October 2004 until February 2007, Mr. Meller was the President, Chief Executive Officer, Chief Financial Officer and Director of Deep Field Technologies, Inc. From December 15, 2004 until September 2009, Mr. Meller was the President, Chief Executive Officer, Chief Financial Officer and Director of MM2 Group, Inc. From August 29, 2005 until August 2006, Mr. Meller was the President, Chief Executive Officer and Chief Financial Officer of iVoice Technology, Inc. From 1988 until 2003, Mr. Meller was Chief Executive Officer of Bristol Townsend and Co., Inc., a New Jersey based consulting firm providing merger and acquisition advisory services to middle market companies. From 1986 to 1988, Mr. Meller was Vice President of Corporate Finance and General Counsel of Crown Capital Group, Inc, a New Jersey based consulting firm providing advisory services for middle market leveraged buy-outs (LBO’s). Prior to 1986, Mr. Meller was a financial consultant and practiced law in New York City. He is a member of the New York State Bar.
Mr. Meller has a B.A. from the State University of New York at Binghamton and a J.D. from the Boston University School of Law.
In evaluating Mr. Meller’s specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his experience in the industry and his knowledge of running and managing the Company.
Joseph Macaluso,Kenneth Edwards, Director
Mr. Joseph MacalusoEdwards combines over 40 years of experience in the accounting and finance industry. Previously, he has been involved with a few certified public accounting firms as well as companies in various other industries holding positions including Partner, Managing Director, Chief Financial Officer and Senior Vice-President of Finance. Ken currently serves as Chief Financial Officer of Edison Learning, Inc., an Education Management Company. Ken joined Edison Learning, Inc. in September 2017. From July 2016 to September 2017, he was Managing Director for CFO Strategies, LLC, a company involved in outsourced CFO and Controller services. From July 1981 to July 1993 and from October 2000 to June 2016, he was with several public accounting firms (Coopers & Lybrand, BDO Seidman, Edwards & Company and Cohn Reznick) in various roles until his retirement from Cohn Reznick as an Audit Partner in June 2016. During the period from July 1993 to July 1997, he served as Senior Vice President of Finance for Home State Holdings, Inc., an insurance holding company that focused on property and casualty insurance, and from July 1997 to September 2000 as Chief Financial Officer for Menu Direct, Inc. a specialty food manufacturer. Ken is currently a member of the Advisory Board since January 2015.of Robert Wood Johnson University Hospital, located at Somerset New Jersey. He previously served as a Director and Treasurer for the Urban League of Morris Country and as a Director and Chairperson for the Hope Chest Scholarship Foundation. He has an undergraduate accounting degree from Goshen College.
The Board believes that Mr. MacalusoEdwards’ extensive experience as a CPA makes him well-qualified to help guide the Audit Committee of the Board. The Board has over 30 years ofdetermined that Mr. Edwards meets the current independence and experience in financial management. Mr. Macaluso has been the Principal Accounting Officer of Tel-Instrument Electronics Corp., a developer and manufacturer of avionics test equipment for both the commercial and military markets since 2002. Previously, he had been involved in companiesrequirements contained in the medical devicelisting standards of The Nasdaq Capital Markets and technology industries holding positions including Chief Financial Officer, Treasureris an audit committee financial expert as defined in Securities and Controller. He has a B.S. in Accounting from Fairfield University.
In evaluating Mr. Macaluso’s specific experience, qualifications, attributes and skills in connection with his appointment to Board, we took into account his expertise in general management, finance, corporate governance and strategic planning, as well as his experience in operations and mergers and acquisitions.Exchange Commission regulations.
Stanley Wunderlich, Director
Mr. Stanley Wunderlich has been a member of the Board since July 2011. Mr. Wunderlich has over 40 years of experience on Wall Street as a business owner and consultant. Mr. Wunderlich is a founding partner and has been Chairman and Chief Executive Officer of Consulting for Strategic Growth 1, Ltd., specializing in investor and media relations and the formation of capital for early-growth stage companies both domestic and international, from 2000 through the present.
Mr. Wunderlich has a Bachelor’s degree from Brooklyn College.
In evaluating Mr. Wunderlich’s experience, qualifications, attributes and skills in connection with his appointment to our Board, we took into account his experience in finance and investor relations.
John Schachtel, Director
On March 27, 2017, Mr. Schachtel was appointed to the Board. Before joining the Board, Mr. Schachtel wassince May, 2017 I has been the EVP and Chief Operating Officer of OneMain FinanacialRegional Management Corporation (NYSE: RM). Prior to that he was Chief Operating Officer of One Main Financial Holdings, Inc. As Chief Operating Officer of OneMain FinanacialOne Main Financial Holdings, Inc., Mr. Schachtel’s responsibilities included oversight of sales and field operations, marketing, and centralized collections. Prior to assuming the Chief Operating Officer role, Mr. Schachtel served 11 years as the Executive Vice President, Northeast & Midwest Division for OneMain FinanacialOne Main Financial Holdings, Inc. He holds a Bachelor of Science degree from Northwestern University and an MBA in Finance from New York University.
Required VoteBoard Determination of Independence
Our CertificateRule 5605 of Incorporation,the Nasdaq Listing Rules requires a majority of a listed company’s board of directors to be composed of independent directors within one year of listing. In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended does not authorize cumulative voting. Delaware law provides that directors are to be elected by a plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the four (4) candidates receiving the highest number of affirmative votes at the Annual Meeting will be elected as directors. Only shares that are voted in favor of a particular nominee will be counted toward that nominee’s achievement of a plurality. Shares present at the Annual Meeting that are not voted for a particular nominee or shares present by proxy where the shareholder properly withheld authority to vote for such nominee will not be counted toward that nominee’s achievement of a plurality.(the “Exchange Act”).
At the Annual Meeting a vote will be taken on a proposal to approve the election of the four (4) director nominees.
RECOMMENDATION OF THE BOARD OF DIRECTORS:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF (I) MARK MELLER, (II) JOSEPH P. MACALUSO, (III) STANLEY WUNDERLICH AND (IV) JOHN SCHACHTEL AS DIRECTORS.
The Board oversees our business affairs and monitors the performance of our management. In accordance with our corporate governance principles, the Board does not involve itself in day-to-day operations. The directors keep themselves informed through discussions with the Chief Executive Officer, other key executives, and by reading the reports and other materials sent to them and by participating in Board and committee meetings. Our directors hold office until the next annual meeting of shareholders and until their successors are elected and qualified or until their earlier resignation or removal, or if for some other reason they are unable to serve in the capacity of director.
The Board currently consists of four (4) members: Mark Meller, Joseph P. Macaluso, Stanley Wunderlich and John Schachtel. All of our directors will serve until our Annual Meeting and until their successors are duly elected and qualified.
As we are listed on the NASDAQ Capital Market, our determination of independence of directors is made using the definition of “independent director” contained inUnder Rule 5605(a)(2) of the MarketplaceNasdaq Listing Rules, a director will only qualify as an “independent director” if, in the opinion of our Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the NASDAQ Stock Market. Theaudit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries. In addition, in affirmatively determining the independence of any director who will serve on a company’s compensation committee, Rule 10C-1 under the Exchange Act requires that a company’s board of directors consider all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates.
Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that Joseph P. Macaluso,each of our current directors, with the exception of Mark Meller, is an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Listing Rules. Our Board of Directors also determined that Kenneth Edwards, Stanley Wunderlich, and John Schachtel are “independent” directors,who currently constitute our Audit Committee, and Compensation Committee, and Nominating Committee satisfy the independence and other qualification standards for such committees established by the SEC and the Nasdaq Listing Rules, as applicable. In making such determinations, our Board of Directors considered the relationships that term is definedeach such non-employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining independence, including the NASDAQ Stock Market Rules.
The Board held 4 in person meetings in 2019. All Board actions were taken at such meetings or via a unanimous written consent as permittedbeneficial ownership of our capital stock by Delaware General Corporate Law.each non-employee director.
Stockholder Communications with the BoardFamily Relationships
Shareholders wishing to communicate with the Board, the non-managementThere are no family relationships among any of our directors or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten (10) years:
● | Been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | |
● | Had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; | |
● | Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan or insurance activities, or to be associated with persons engaged in any such activity; | |
● | Been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated; | |
● | Been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | |
● | Been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with an individual Board member may do so by writingus or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the Board, torules and regulations of the non-management directors, or to the particular Board member, and mailing the correspondence to: c/o Mark Meller, Chief Executive Officer, President and Chairman SilverSun Technologies, Inc. 120 Eagle Rock Avenue, Suite 330, East Hanover, New Jersey 07936. The envelope should indicate that it contains a shareholder communication. All such shareholder communications will be forwarded to the director or directors to whom the communications are addressed.Commission.
Our Board of Directors has three (3) standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee has a charter, which is available on our website at www.silversuntech.com. Information contained on our website is not incorporated herein by reference. Each of the board committees has the composition and responsibilities described below. The members of these committees are:
Current Committee Composition
Audit Committee | Compensation Committee | Nominating and Corporate | |||
| Kenneth Edwards |
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Stanley Wunderlich | Stanley Wunderlich | Stanley Wunderlich* | |||
John Schachtel | John Schachtel* | John Schachtel |
* Denotes Chairman of committee.
Committee Composition after the Annual Meeting†
Audit Committee | Compensation Committee | Nominating and Corporate | |||
| Kenneth Edwards |
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Stanley Wunderlich | Stanley Wunderlich | Stanley Wunderlich | |||
John Schachtel | John Schachtel* | John Schachtel* |
†Assumes the election of Joseph P. Macaluso,Kenneth Edwards, Stanley Wunderlich and John Schachtel, who have each been serving their respective capacities since joining the Board.
* Denotes Chairman of committee subject to election to the Board at the Annual Meeting.
Audit Committee
We have an Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of our Audit Committee are currently Joseph P. Macaluso,Kenneth Edwards, Stanley Wunderlich and John Schachtel. The Board has selected Joseph P. Macaluso,Kenneth Edwards, Stanley Wunderlich and John Schachtel to serve on the Audit Committee, subject to their election to the Board. Mr. MacalusoKenneth Edwards will serve as Chairman of the Audit Committee. Each of the current and newly appointed Audit Committee members is “independent” within the meaning of Rule 10A-3 under the Exchange Act and the NASDAQ Stock Market Rules. Our Board of Directors has determined that Mr. MacalusoKenneth Edwards qualifies as an “audit committee financial expert,” as defined by applicable rules of the SEC.
The Audit Committee oversees our accounting and financial reporting processes and oversees the audit of our financial statements and the effectiveness of our internal control over financial reporting. The specific functions of the Audit Committee include, but are not limited to:
● | selecting and recommending to the Board the appointment of an independent registered public accounting firm and overseeing the engagement of such firm; | |
● | approving the fees to be paid to the independent registered public accounting firm; | |
● | helping to ensure the independence of the independent registered public accounting firm; | |
● | overseeing the integrity of our financial statements; | |
● | preparing an audit committee report as required by the SEC to be included in our annual proxy statement; | |
● | resolving any disagreements between management and the auditors regarding financial reporting; | |
● | reviewing with management and the independent auditors any correspondence with regulators and any published reports that raise material issues regarding the Company’s accounting policies; | |
● | reviewing and approving all related party transactions; and | |
● | overseeing compliance with legal and regulatory requirements. |
The Audit Committee was formed in 2017 in connection with the Company’s uplist to the NASDAQ Capital Market. In 2019, Mr. Macaluso, the current Chairman of the Company’s Audit Committee, held approximately 5 telephonic meetings with the Company’s Auditors. The Company’s Board were involved in reviewing the Company’s financial statements and auditor’s comments as well.
Compensation Committee
The Compensation Committee was formed on March 27, 2017. The members of our Compensation Committee are currently Joseph P. Macaluso,Kenneth Edwards, Stanley Wunderlich and John Schachtel. The Board has selected Joseph P. Macaluso,Kenneth Edwards, Stanley Wunderlich and John Schachtel to serve on the Compensation Committee. Mr. Schachtel will serveserves as Chairman of the Compensation Committee. Each of the current members appointed to the Compensation Committee is “independent” within the meaning of the NASDAQ Stock Market Rules. In addition, each current member of our Compensation Committee qualifies as a “non-employee director” under Rule 16b-3 of the Exchange Act. Our Compensation Committee assists the Board in the discharge of its responsibilities relating to the compensation of the Board and our executive officers.
The Compensation Committee’s compensation-related responsibilities include, but are not limited to:
● | reviewing and approving on an annual basis the corporate goals and objectives with respect to compensation for our Chief Executive Officer; | |
● | reviewing, approving and recommending to our board of directors on an annual basis the evaluation process and compensation structure for our other executive officers; | |
● | determining the need for an the appropriateness of employment agreements and change in control agreements for each of our executive officers and any other officers recommended by the Chief Executive Officer or board of directors; | |
● | providing oversight of management’s decisions concerning the performance and compensation of other company officers, employees, consultants and advisors; | |
● | reviewing our incentive compensation and other equity-based plans and recommending changes in such plans to our board of directors as needed, and exercising all the authority of our board of directors with respect to the administration of such plans; | |
● | reviewing and recommending to our board of directors the compensation of independent directors, including incentive and equity-based compensation; and | |
● | selecting, retaining and terminating such compensation consultants, outside counsel or other advisors as it deems necessary or appropriate. |
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee was formed on March 27, 2017. The members of our Nominating and Corporate Governance Committee are currently Joseph P. Macaluso,Kenneth Edwards, Stanley Wunderlich and John Schachtel. Mr. Schachtel would continue to serve as Chairman of the Nominating and Corporate Governance Committee. Each of the current and newly appointed Nominating and Corporate Governance Committee members is “independent” within the meaning of the NASDAQ Stock Market Rules. The purpose of the Nominating and Corporate Governance Committee is to recommend to the Board nominees for election as directors and persons to be elected to fill any vacancies on the Board, develop and recommend a set of corporate governance principles and oversee the performance of the board.
The Nominating and Corporate Governance Committee’s responsibilities include:
● | recommending to the Board nominees for election as directors at any meeting of shareholders and nominees to fill vacancies on the Board; | |
● | considering candidates proposed by shareholders in accordance with the requirements in the Committee charter; | |
● | overseeing the administration of the Company’s Code of Ethics; | |
● | reviewing with the entire Board, on an annual basis, the requisite skills and criteria for Board candidates and the composition of the Board as a whole; | |
● | the authority to retain search firms to assist in identifying board candidates, approve the terms of the search firm’s engagement and cause the Company to pay the engaged search firm’s engagement fee; | |
● | recommending to the Board on an annual basis the directors to be appointed to each committee of the Board; | |
● | overseeing an annual self-evaluation of the Board and its committees to determine whether it and its committees are functioning effectively; and | |
● | developing and recommending to the Board a set of corporate governance guidelines applicable to the Company. |
The Nominating and Corporate Governance Committee may delegate any of its responsibilities to subcommittees as it deems appropriate. The Nominating and Corporate Governance Committee is authorized to retain independent legal and other advisors, and conduct or authorize investigations into any matter within the scope of its duties.
There are no family relationships among any of our directors, director candidates or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten (10) years:
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Except as set forth in our discussion below in “Certain RelationshipsDuring the year ended December 31, 2020, the Board held four meetings, the Audit Committee held four meetings, the Compensation Committee held no meetings, and Related Transactions,” none of ourthe Nominating Committee held one meeting.
There were no directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to(who were incumbent at the rules and regulationstime), who attended fewer than 75 percent of the Commission.aggregate total number of Board meetings and meetings of the Board committees of which the director was a member during the applicable period.
With respect to our audit committee, compensation committee and a nominating and corporate governance committees, each has its own charter, which is available on our website at www.silversuntech.com. Each of the Board committees has the composition and responsibilities described below.
Members will serve on these committees until their resignation or until otherwise determined by our Board of Directors.
Compliance with Section 16(a) of the Exchange ActBoard Diversity
Section 16(a)While we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of business experience of our Board members as well as a particular nominee’s contributions to that mix. Our Board believes that diversity promotes a variety of ideas, judgments and considerations to the benefit of our Company and stockholders. Although there are many other factors, the Board primarily focuses on public company board experience, knowledge of the Exchange Act requires the Company’s directors, executive officershealthcare and persons who beneficially own 10%telehealth industry, or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownershipbackground in finance or technology, and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).
Based solely on the Company’s review of the copies of such Forms and written representations from certain reporting persons, the Company believes that all filings required to be made by the Company’s Section 16(a) reporting persons during the Company’s fiscal year ended December 31, 2018 were made on a timely basis.experience operating growing businesses.
The Board has adopted a Code of Business Ethics and Conduct (the “Code of Conduct”) which constitutes a “code of ethics” as defined by applicable SEC rules and a “code of conduct” as defined by applicable NASDAQ rules. We require all employees, directors and officers, including our principal executive officer and principal financial officer, to adhere to the Code of Conduct in addressing legal and ethical issues encountered in conducting their work. The Code of Conduct requires that these individuals avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity. The Code of Conduct is available on our website at www.silversuntech.com.The Company will post any amendments to the Code of Conduct, as well as any waivers that are required to be disclosed by the rules of the SEC on such website. Information contained on our website is not a part of, and is not incorporated into, this proxy statement, and the inclusion of our website address in this proxy statement is an inactive textual reference only.
Director CompensationDelinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Company during the fiscal year ended December 31, 2020, including those reports that we have filed on behalf of our directors and Section 16 officers, no director, Section 16 officer, beneficial owner of more than 10% of the outstanding common stock, or any other person subject to Section 16 of the Exchange Act, failed to file with the SEC on a timely basis during the fiscal year ended December 31, 2020.
Communication with our Board
Although the Company does not have a formal policy regarding communications with the Board, stockholders may communicate with the Board by writing to us at SilverSun Technologies, Inc., 120 Eagle Rock Avenue, East Hanover, New Jersey 07936, Attention: Joseph Macaluso. Shareholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.
The following table sets forth the compensation awarded to, earned by or paid to the named director by us during the years ended December 31, 2018 and 2017.
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||
Stanley Wunderlich | 2018 | 12,000 | - | - | - | - | - | 12,000 | |||||||||||||||||||||
2017 | 12,000 | - | - | - | - | - | 12,000 | ||||||||||||||||||||||
Joseph Macaluso | 2018 | 18,000 | - | - | - | - | - | 18,000 | |||||||||||||||||||||
2017 | 18,000 | - | - | - | - | - | 18,000 | ||||||||||||||||||||||
John Schachtel | 2018 | 18,000 | - | - | - | - | - | 18,000 | |||||||||||||||||||||
2017 | 13,500 | 19,923 | 33,423 |
The compensation provided to our “named executive officers” for 2018 and 2017 is set forth in detail in the Summary Compensation Table and other tables and the accompanying footnotes and narrative that follow this section. This section explainsinformation regarding our executive compensation philosophy, objectives and design, our compensation-setting process, our executive compensation program components and the decisions made for compensation in respect of 2018 for each of our named executive officers.
Compensation-Setting Process/Role of Our Compensation Committee
The Compensation Committee has responsibility for the Company’s compensation practices with appropriate approval and general oversight from the Board. This responsibility includes the determination of compensation levels and awards provided to the named executive officers. The Compensation Committee provides a recommendation for the performance review and any compensation adjustments to the Board for approval. Grants of equity-based compensation are approved by the Compensation Committee in accordance with the Company’s stock incentive and award plan established by the Compensation Committee.
Base Salary
We provide base salary as a fixed source of compensation for our executive officers, allowing them a degree of certainty when having a meaningful portion of their compensation “at risk” in the form of equity awards covering the shares of a Company for whose shares there has been limited liquidity to date. The Board recognizes the importance of base salaries as an element of compensation that helps to attract highly qualified executive talent.
Base salaries for our executive officers were established primarily based on individual negotiations with the executive officers when they joined us and reflect the scope of their anticipated responsibilities, the individual experience they bring, the Board members’ experiences and knowledge in compensating similarly situated individuals at other companies, our then-current cash constraints and a general sense of internal pay equity among our executive officers and key personnel.
The Compensation Committee does not apply specific formulas in determining base salary increases. Actual base salaries may differ from the competitive market rates target as a result of various other factors including relative depth of experience, prior individual performance and expected future contributions, internal pay equity considerations within our Company and the degree of difficulty in replacing the individual.
Summary Compensation Table
The compensation provided to our “named executive officers” for 2018 and 2017 is set forth in detail in the Summary Compensation Table and other tables and the accompanying footnotes and narrative that follow this section. This section explains our executive compensation philosophy, objectives and design, our compensation-setting process, our executive compensation program components and the decisions made for compensation in respect of 2018 for each of our named executive officers.
Our named executive officers who appear in the 2018 Summary Compensation Table are:officers:
Name | Age | Position | ||
Mark Meller | 62 | President, Chief Executive Officer and | ||
Joseph Macaluso | 70 | |||
| Chief Financial Officer |
Directors-Members of Our Board of Directors,” set forth below is certain biographical information about our other executive officer. Our executive officers are elected by, and serve at the discretion of, our Board of Directors.
Joseph Macaluso - Chief Financial Officer
Joseph Macaluso has over 30 years of experience in financial management. Mr. Macaluso has served as Chairman of the Audit Committee and a Director of the Company since 2015 before becoming its Chief Financial Officer on January 4, 2021. Mr. Macaluso has been the Principal Accounting Officer of Tel-Instrument Electronics Corp., a developer and manufacturer of avionics test equipment for both the commercial and military markets since 2002. Previously, he had been involved in companies in the medical device and technology industries holding positions including Chief Financial Officer, Treasurer and Controller.
Mr. Macaluso has a Bachelor of Science degree in Accounting from Fairfield University.
Item 11. Executive Compensation Table
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended December 31, 20182020 and 2017.
Name and Position(s) | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total Compensation ($) | |||||||||||||||||||||||||
Mark Meller | 2018 | $ | 704,685 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 704,685 | |||||||||||||||||
President, Chief Executive Officer, and Director | 2017 | $ | 640,862 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 640,862 | |||||||||||||||||
Crandall Melvin III (1) | 2018 | $ | 200,000 | $ | 6,500 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 206,500 | |||||||||||||||||
Chief Financial Officer | 2017 | $ | 199,423 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 199,423 |
1Mr. Melvin retired as Chief Financial Officer effective February 11, 2019.
Name and Position(s) | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total Compensation ($) | |||||||||||||||||||||||||
Mark Meller | 2020 | $ | 885,758 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 885,758 | |||||||||||||||||
President, Chief Executive Officer, and Director | 2019 | $ | 777,986 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 777,986 | |||||||||||||||||
Christine Dye, | 2020 | $ | 218,500 | $ | 80,400 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 298,900 | |||||||||||||||||
Chief Financial Officer (1) (2) | 2019 | $ | 213,692 | $ | 53,000 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 262,692 |
(1) | Effective November 13, 2020, Ms. Dye resigned from her position as Chief Financial Officer of the Company. To facilitate a transition of her duties, the Company and Ms. Dye entered into a Separation Agreement, effective as of October 13, 2020 (the “Separation Agreement”). Pursuant to the Separation Agreement, Ms. Dye’s employment with the Company ended on November 13, 2020. Ms. Dye received separation payments in an aggregate gross amount of $47,400. |
(2) | On January 4, 2021, the Board of Directors of SilverSun Technologies, Inc. appointed Mr. Joseph Macaluso as Chief Financial Officer of the Company (the “CFO Appointment”). Concurrently, Mr. Joseph Macaluso submitted his resignation from his positions as a member of the Board and Chairman of the Audit Committee of the Company. |
Named Executive Officer Employment Agreements
Mark Meller, Chief Executive Officer
The Company’s Chief Executive Officer and President has had an Employment Agreement with the Company since September 15, 2003. On February 4, 2016 (the “Effective Date”), the Company entered into an amended and restated employment agreement (the “Meller Employment Agreement”) with Mark Meller, pursuant to which Mr. Meller will continue to serve as the Company’s President and Chief Executive Officer.
The Meller Employment Agreement was entered into by the Company and Mr. Meller primarily to extend the term of Mr. Meller’s employment. The term of the Meller Employment Agreement is for an additional 7 yearsruns through September of 2023 (the “Term”) and shall automatically renew for additional periods of one year unless otherwise terminated in accordance with the terms therein.employment agreement. The Company will pay Mr. Meller an annual salary of $565,000 per annum, with a ten percent (10%) increase on September 1 and every anniversary of such date for the duration of the Term. In November 2021, the Board of Directors approved a five-year extension of Mr. Meller’s agreement until 2028 under the same terms and conditions.
Potential Payments upon Termination or Change in Control
The Meller Employment Agreement provides for a severance payment to Mr. Meller of three hundred percent (300%), less $100,000 of his gross income for services rendered to the Company in each of the five prior calendar years should his employment be terminated following a change in control (as defined in the Meller Employment Agreement).
Joseph Macaluso, Chief Financial Officer
In connection with the CFO Appointment, Mr. Macaluso entered into an offer letter (the “Offer Letter”) with the Company. Pursuant to the Offer Letter, Mr. Macaluso is to receive a base salary at the annual rate of Two Hundred Fifteen Thousand Dollars ($215,000) and a one-time cash sign on bonus in the amount of Thirty Thousand Dollars ($30,000). Mr. Macaluso is eligible for a discretionary bonus of up to Twenty percent (20%) of the Annual Rate. Pursuant to the Offer Letter, Mr. Macaluso’s employment with the Company is at-will and it may be terminated with or without cause.
Outstanding Equity Awards at Fiscal Year-End 20120208
There wereThe Company had no outstanding equity awards to the executives named above at Fiscal Year-End 2018.the end of the most recent completed fiscal year.
The following Director Compensation Table sets forth the compensation of our directors for the fiscal year ending on December 31, 2020.
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Stanley Wunderlich | 12,000 | - | - | - | - | - | 12,000 | |||||||||||||||||||||
Joseph Macaluso (1) (2) | 18,000 | - | - | - | - | - | 18,000 | |||||||||||||||||||||
John Schachtel | 18,000 | - | - | - | - | - | 18,000 |
(1) | On January 4, 2021, the Board of Directors (the “Board”) of SilverSun Technologies, Inc. (the “Company”) appointed Mr. Joseph Macaluso as Chief Financial Officer of the Company (the “CFO Appointment”). Concurrently, Mr. Joseph Macaluso submitted his resignation from his positions as a member of the Board and Chairman of the Audit Committee of the Company, Mr. Macaluso did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. |
(2) | On January 4, 2021, in connection with the Resignation of Mr. Macaluso, the Board appointed Mr. Kenneth E. Edwards Sr. as a member of the Board and Chairman of the Audit Committee. Mr. Edwards will be paid $1,667 per month, payable quarterly for his service as a member of the board and as Chairman of the Audit Committee. |
We pay only our independent directors for their service on our board of directors. Mr. Wunderlich is paid $1,000 per month, payable quarterly for his service as a member of the board and as Chairman of the Nominating and Governance Committee. Mr. Macaluso was paid $1,500 per month, payable quarterly for his service as a member of the board and as Chairman of the Audit Committee. Mr. Schachtel is paid $1,500 per month, payable quarterly for his service as a member of the board and as Chairman of the Compensation Committee. Mr. Edwards will be paid $1,667 per month, payable quarterly for his service as a member of the board and as Chairman of the Audit Committee.
Director Agreements
On July 26, 2011, we entered into a director agreement with Stanley Wunderlich, pursuant to which Mr. Wunderlich was appointed to the Board effective July 26, 2011. On August 3, 2011 the Company entered into an amended and restated director agreement (the “Amended Agreement”). The term of the Amended Agreement is one year from August 3, 2011. The Amended Agreement may, at the option of the Board, be automatically renewed on such date that Mr. Wunderlich is re-elected to the Board. In connection with a recapitalization of the Company in 2012, Mr. Wunderlich and the Company agreed to amend the Amended Director Agreement to (i) change the Stipend to $1,000 per month, payable quarterly; (ii) to forego the issuance of any warrants due to Wunderlich under the Amended Agreement; and (iii) to cancel the future issuance of any warrants due to Mr. Wunderlich under the Amended Agreement. To date no warrants have been issued pursuant to this agreement.
On January 29, 2015,March 27, 2017, we entered into a director agreement (“MacalusoSchachtel Director Agreement”) with Joseph Macaluso,John Schachtel, pursuant to which Mr. MacalusoSchachtel was appointed to the Board effective January 29, 2015March 27, 2017 (the “Effective Date”). The MacalusoSchachtel Director Agreement may, at the option of the Board, be automatically renewed on such date that Mr. MacalusoSchachtel is re-elected to the Board. Under the MacalusoSchachtel Director Agreement, Mr. MacalusoSchachtel is to be paid a stipend of one thousand five hundred dollars ($1,500) (the “Stipend”) per month, payable at the end of each fiscal quarter.quarterly. Additionally, Mr. MacalusoSchachtel shall receive warrants (the “Warrants”) to purchase such number of shares of the Company’s Common Stock, as shall equal (the “Formula”) (A) $20,000 divided by (B) the closing price of the Common Stock on the OTC Markets on the date of grant of the Warrant. The exercise price of the Warrant shall be the closing price on the date of the grant of such Warrant (the “Grant Date”) plus $0.01. The Warrant shall be fully vested upon receipt thereof (the “Vesting Date”).
On March 27, 2017, the Company and John SchachtelJanuary 4, 2021, we entered into a director agreement (the “Schachtel(“Edwards Director Agreement”) in connection with Kenneth Edwards, pursuant to which Mr. Schachtel’s appointmentEdwards was appointed to the Board.Board effective January 4, 2021 (the “Effective Date”). The termEdwards Director Agreement may, at the option of the Schachtel Director Agreement commenced on March 27, 2017, and continues through the Company’s next annual stockholders’ meeting (the “Term”). The Director AgreementBoard, be automatically renewsrenewed on such date that Mr. SchachtelEdwards is re-elected to the Board. Under the Edwards Director Agreement, Mr. Edwards is to be paid a stipend of $5,000 (the “Stipend”) payable quarterly.
PursuantThe following table sets forth certain information regarding the beneficial ownership of our Common Stock as of November 1, 2021 by (a) each stockholder who is known to us to own beneficially 5% or more of our outstanding Common Stock; (b) all directors; (c) our executive officers, and (d) all executive officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of Common Stock, except to the Schachtel Director Agreement,extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of Common Stock.
For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of Common Stock that such person has the right to acquire within 60 days of November 1, 2021. For purposes of computing the percentage of outstanding shares of our Common Stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of November 1, 2021 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise identified, the address of our directors and officers is c/o SilverSun Technologies, Inc. at 120 Eagle Rock Ave, Suite 330, East Hanover, NJ 07936.
Number of Shares of Common Stock Beneficially Owned | Percentage of Ownership of Common Stock (1) | |||||||
Officers and Directors | ||||||||
Mark Meller Chief Executive Officer, President and Chairman | 2,006,534 | 39.07 | % | |||||
Joseph Macaluso | ||||||||
Chief Financial Officer | 11,630 | * | ||||||
Kenneth Edwards Director | 20,000 | * | ||||||
Stanley Wunderlich Director | 20,500 | * | ||||||
John Schachtel | ||||||||
Director | 31,101 | * | ||||||
Officers and Directors as a Group | 2,089,695 | 40.13 | % | |||||
5% Beneficial Shareholders | ||||||||
Jeffrey Roth (2) | 440,082 | 8.57 | % | |||||
Ault Global Holdings, Inc. (3) | 760,000 | 14.80 | % | |||||
Bard Associates (4) | 228,463 | 4.44 | % |
* denotes less than 1%
(1) | Based on 5,136,177 shares of Common Stock outstanding as of November 1, 2021. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person. |
(2) | All information about Mr. Roth is based on a Form 4 filed with the SEC on February 16, 2021. Mr. Roth is a former employee of SWK Technologies, Inc, a wholly-owned subsidiary of SilverSun Technologies, Inc. |
(3) | All information about Ault Global Holdings, Inc., and related parties, is based on a Schedule 13-D filed with the SEC on October 25, 2021. |
(4) | All information about Bard Associates, Inc. is based on a Schedule 13F filed with the SEC on August 12, 2021. |
Securities Authorized for Issuance Under Equity Compensation Plans
There are no outstanding options to purchase our securities as of December 31, 2020.
The following table sets forth information as of December 31, 2020 with respect to compensation plans (including individual compensation arrangements) under which our common shares are authorized for issuance, aggregated as follows:
All compensation plans previously approved by security holders; and All compensation plans not previously approved by security holders | |||||||||||
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance | ||||||||
(a) | (b) | (c) | |||||||||
Equity compensation plans approved by security holders | - | $ | - | 855,030 | |||||||
Equity compensation plans not approved by security holders. | - | $ | - | - | |||||||
Total | - | $ | - | - |
2004 Stock Incentive Plan
The Company adopted the 2004 Stock Incentive as the amended Plan (the “2004 Plan”) in order to attract and retain qualified employees, directors, independent contractors or agents of the Company. The 2004 Plan terminated on September 29, 2014; options granted before that date were not affected by plan termination. At December 31, 2020 and 2019, -0- and 26,280 options remained outstanding under the 2004 Plan, respectively.
2019 Equity and Incentive Plan
The Company adopted the 2019 Equity and Incentive Plan (the “2019 Plan”) to order provide long-term incentives for employees and non-employees to contribute to the growth of the Company will provide Mr. Schachtel compensation of $1,000 for each month ofand attain specific performance goals. The 675,000 shares available under the Term. In addition, the Company will issue Mr. Schachtel a warrant to purchase up to 5,000 shares2019 Plan represent approximately 13% of the Company’s Common Stock5,136,177 currently outstanding shares (the “Warrant”“Share Reserve”). The Warrant vests immediatelyShare Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to 180,030 shares (which is exercisable for 5 years with an exercise pricethe equivalent of $4.01.4.0% of the 4,500,755 shares of common stock outstanding as of September 30, 2019).
Certain Relationships and Related Transactions and Director Independence.
The Company leases its North Syracuse office space from its former CFO, Crandall Melvin III which May 31, 2021. The monthly rent for this office space is $2,300. Total rent paid for 2018 and 2017 was $27,600 and $25,200 respectively under this lease.
The Company leased its Seattle, WA office space from Mary Abdian, an employee of SWK,SWK. The lease which expiredexpires on September 30, 2018, however, this lease was terminated by mutual consent on May 31, 2018 by mutual consent. The2019, and the lease continued on a month-to-month basis with a monthly rent for this office space was $3,090 and increased 3% each year.of approximately $2,066. The Company ended the lease on May 31, 2020. Total rent paid for 20182020 and 20172019 was $15,915$10,195 and $37,357$24,117 respectively under this lease.
COMPENSATION COMMITTEE REPORTAUDIT-RELATED MATTERS
Recommendations of the Compensation Committee. Audit Committee Report
The CompensationAudit Committee of the Board of Directors is currently comprised of John Schachtel, Stanley Wunderlich,independent directors and Joseph Macaluso, each of whomoperates under a written charter adopted by the Board has determined to be independent. This report shall not be deemed incorporated by reference into any filing underof Directors. The Audit Committee Charter is reviewed and updated as needed per applicable rules of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by virtue of any general statement in such filing incorporating the Annual Report by reference, except to the extent that the Company specifically incorporates the information contained in this section by referenceSEC and shall not otherwise be deemed filed under either the Securities Act or the Exchange Act.The Nasdaq Stock Market.
The CompensationAudit Committee hasserves in an oversight capacity. Management is responsible for the Company’s internal controls over financial reporting. The independent auditors are responsible for performing an independent audit of the Company’s financial statements per the standards of the Public Company Accounting Oversight Board (“PCAOB”) and issuing a report thereon. The Audit Committee’s primary responsibility is to monitor and oversee these processes and to select and retain the Company’s independent auditors. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the Company’s audited financial statements and discussed not only the acceptability but also the quality of the accounting principles, the reasonableness of the significant judgments and estimates, critical accounting policies, and the clarity of disclosures in the audited financial statements prior to issuance.
The Audit Committee reviewed and discussed with management the disclosure regarding Executive Compensation contained in this proxy statementaudited financial statements as of and for the Annual Meeting. year ended December 31, 2020, with the Company’s independent auditors, Friedman LLP (“Friedman”), and discussed not only the acceptability but also the quality of the accounting principles, the reasonableness of the significant judgments and estimates, critical accounting policies and the clarity of disclosures in the audited financial statements prior to issuance. The Audit Committee discussed with Friedman the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee has received the written disclosures and the letter from Friedman required by the applicable requirements of the PCAOB regarding independent auditor communications with the Audit Committee concerning independence and has discussed with Friedman.
Based on the review and discussions with our independent registered public accounting firm, Friedman LLP, the CompensationAudit Committee has recommended to the Board of Directors, and the Board has approved, that such disclosurethe audited financial statements be included in this proxy statement.
This Compensation Report has been furnished by the Compensation Committee of the Board.
John Schachtel, Chairman
Joseph Macaluso
Stanley Wunderlich
The following Report of the Audit Committee (the “Audit Report”) does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Audit Report by reference therein.
Role of the Audit Committee
The Audit Committee’s primary responsibilities fall into three broad categories:
First, the Audit Committee is charged with monitoring the preparation of quarterly and annual financial reports by the Company’s management, including discussions with management and the Company’s outside auditors about draft annual financial statements and key accounting and reporting matters.
Second, the Audit Committee is responsible for matters concerning the relationship between the Company and its outside auditors, including recommending their appointment or removal; reviewing the scope of their audit services and related fees, as well as any other services being provided to the Company; and determining whether the outside auditors are independent (based in part on the annual letter provided to the Company pursuant to Independence Standards Board Standard No. 1).
Third, the Audit Committee reviews financial reporting, policies, procedures and internal controls of the Company. The Audit Committee has implemented procedures to ensure that during the course of each fiscal year it devotes the attention that it deems necessary or appropriate to each of the matters assigned to it under the Audit Committee’s charter. In overseeing the preparation of the Company’s financial statements, the Audit Committee met with management and the Company’s outside auditors, including meetings with the Company’s outside auditors without management present, to review and discuss all financial statements prior to their issuance and to discuss significant accounting issues. Management advised the Audit Committee that all financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee discussed the statements with both management and the outside auditors. The Audit Committee’s review included discussion with the outside auditors of matters required to be discussed pursuant to Statement on Auditing Standards No. 61 (Communication with Audit Committees).
With respect to the Company’s outside auditors, the Audit Committee, among other things, discussed with Friedman LLP matters relating to its independence, including the disclosures made to the Audit Committee as required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees).
Recommendations of the Audit Committee. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Board approve the inclusion of the Company’s audited financial statements in the Company’sour Annual Report on Form 10-K for the fiscal year ended December 31, 2018,2020, for filing with the SEC.
This reportMEMBERS OF THE AUDIT COMMITTEE:
Kenneth Edwards – Chairman of the Committee
Stanley Wundrlich
John Schachtel
Services | 2020 | 2019 | ||||||
Audit Fees | $ | 106,281 | $ | 95,000 | ||||
Audit - Related Fees | 53,694 | - | ||||||
Tax fees | $ | 56,823 | 30,000 | |||||
All Other Fees | - | - | ||||||
Total | $ | 216,798 | $ | 125,000 |
Prior to engaging our accountants to perform a particular service, our Audit Committee obtains an estimate for the service to be performed. All the services described above were approved by the Audit Committee in accordance with its procedures.
The Company’s Board of Directors is currently comprised of four authorized directors. A total of four directors will be elected at the Annual Meeting to serve until the next annual meeting of shareholders to be held in 2022, or until their successors are duly elected and qualified. Of the Board members whose term expires at the Annual Meeting, Mark Meller, Joseph P. Macaluso, John Schachtel and Stanley Wunderlich are all standing for reelection. The persons named as “Proxies” in the enclosed Proxy will vote the shares represented by all valid returned proxies in accordance with the specifications of the shareholders returning such proxies. If no choice has been furnishedspecified by a shareholder, the shares will be voted FOR the nominees. If at the time of the Annual Meeting any of the nominees named below should be unable or unwilling to serve, which event is not expected to occur, the discretionary authority provided in the Proxy will be exercised to vote for such substitute nominee or nominees, if any, as shall be designated by the Board of Directors. If a quorum is present and voting, the nominees for directors receiving the highest number of votes will be elected. Abstentions and broker non-votes will have no effect on the vote.
PROPOSAL 1: ELECTION OF FOUR (4) DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS SHALL HAVE BEEN DULY ELECTED AND QUALIFIED
NOMINEES FOR ELECTION AS DIRECTOR
Nominees
The persons nominated as directors are as follows:
Name | Age | Position with the | New Board Term Expires | |||
Mark Meller | 62 | Chief Executive Officer, President and Chairman | 2022 | |||
Kenneth Edwards | 62 | Independent/Chairman of Audit Committee | 2022 | |||
Stanley Wunderlich | 73 | Independent/ Chairman of Nominating and Governance Committee | 2022 | |||
John Schachtel | 60 | Independent/Chairman of Compensation Committee | 2022 |
The following sets forth certain information about each of the director nominees:
Mark Meller, Chief Executive Officer, President, Director
Mr. Mark Meller has been the President and Director of the Company since September 15, 2003, and was further appointed Chief Executive Officer on September 1, 2004. He became Chairman of the Board on May 10, 2009. From September 2003 through January 2015, he was Chief Financial Officer of the Company. From October 2004 until February 2007, Mr. Meller was the President, Chief Executive Officer, Chief Financial Officer and Director of Deep Field Technologies, Inc. From December 15, 2004 until September 2009, Mr. Meller was the President, Chief Executive Officer, Chief Financial Officer and Director of MM2 Group, Inc. From August 29, 2005 until August 2006, Mr. Meller was the President, Chief Executive Officer and Chief Financial Officer of iVoice Technology, Inc. From 1988 until 2003, Mr. Meller was Chief Executive Officer of Bristol Townsend and Co., Inc., a New Jersey based consulting firm providing merger and acquisition advisory services to middle market companies. From 1986 to 1988, Mr. Meller was Vice President of Corporate Finance and General Counsel of Crown Capital Group, Inc, a New Jersey based consulting firm providing advisory services for middle market leveraged buy-outs (LBO’s). Prior to 1986, Mr. Meller was a financial consultant and practiced law in New York City. He is a member of the New York State Bar.
Mr. Meller has a B.A. from the State University of New York at Binghamton and a J.D. from the Boston University School of Law.
In evaluating Mr. Meller’s specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his experience in the industry and his knowledge of running and managing the Company.
Kenneth Edwards, Director
Mr. Edwards combines over 40 years of experience in the accounting and finance industry. Previously, he has been involved with a few certified public accounting firms as well as companies in various other industries holding positions including Partner, Managing Director, Chief Financial Officer and Senior Vice-President of Finance. Ken currently serves as Chief Financial Officer of Edison Learning, Inc., an Education Management Company. Ken joined Edison Learning, Inc. in September 2017. From July 2016 to September 2017, he was Managing Director for CFO Strategies, LLC, a company involved in outsourced CFO and Controller services. From July 1981 to July 1993 and from October 2000 to June 2016, he was with several public accounting firms (Coopers & Lybrand, BDO Seidman, Edwards & Company and Cohn Reznick) in various roles until his retirement from Cohn Reznick as an Audit Partner in June 2016. During the period from July 1993 to July 1997, he served as Senior Vice President of Finance for Home State Holdings, Inc., an insurance holding company that focused on property and casualty insurance, and from July 1997 to September 2000 as Chief Financial Officer for Menu Direct, Inc. a specialty food manufacturer. Ken is currently a member of the Advisory Board of Robert Wood Johnson University Hospital, located at Somerset New Jersey. He previously served as a Director and Treasurer for the Urban League of Morris Country and as a Director and Chairperson for the Hope Chest Scholarship Foundation. He has an undergraduate accounting degree from Goshen College.
The Board believes that Mr. Edwards’ extensive experience as a CPA makes him well-qualified to help guide the Audit Committee of the Board. The Board has determined that Mr. Edwards meets the current independence and experience requirements contained in the listing standards of The Nasdaq Capital Markets and is an audit committee financial expert as defined in Securities and Exchange Commission regulations.
Joseph Macaluso, Chairman
Stanley Wunderlich, Director
Mr. Stanley Wunderlich has been a member of the Board since July 2011. Mr. Wunderlich has over 40 years of experience on Wall Street as a business owner and consultant. Mr. Wunderlich is a founding partner and has been Chairman and Chief Executive Officer of Consulting for Strategic Growth 1, Ltd., specializing in investor and media relations and the formation of capital for early-growth stage companies both domestic and international, from 2000 through the present.
Mr. Wunderlich has a Bachelor’s degree from Brooklyn College.
In evaluating Mr. Wunderlich’s experience, qualifications, attributes and skills in connection with his appointment to our Board, we took into account his experience in finance and investor relations.
John Schachtel, Director
On March 27, 2017, Mr. Schachtel was appointed to the Board. Before joining the Board, Mr. Schachtel was the Chief Operating Officer of OneMain Finanacial Holdings, Inc. As Chief Operating Officer of OneMain Finanacial Holdings, Inc., Mr. Schachtel’s responsibilities included oversight of sales and field operations, marketing, and centralized collections. Prior to assuming the Chief Operating Officer role, Mr. Schachtel served 11 years as the Executive Vice President, Northeast & Midwest Division for OneMain Finanacial Holdings, Inc. He holds a Bachelor of Science degree from Northwestern University and an MBA in Finance from New York University.
Required Vote
Our Certificate of Incorporation, as amended, does not authorize cumulative voting. Delaware law provides that directors are to be elected by a plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the four (4) candidates receiving the highest number of affirmative votes at the Annual Meeting will be elected as directors. Only shares that are voted in favor of a particular nominee will be counted toward that nominee’s achievement of a plurality. Shares present at the Annual Meeting that are not voted for a particular nominee or shares present by proxy where the shareholder properly withheld authority to vote for such nominee will not be counted toward that nominee’s achievement of a plurality.
At the Annual Meeting a vote will be taken on a proposal to approve the election of the four (4) director nominees.
RECOMMENDATION OF THE BOARD OF DIRECTORS:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF (I) MARK MELLER, (II) KENNETH EDWARDS, (III) STANLEY WUNDERLICH AND (IV) JOHN SCHACHTEL AS DIRECTORS.
2: RATIFICATION OF APPOINTMENT
THE SELECTION OF FRIEDMAN LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021
After soliciting bids and interviewing several leading accounting firms, the Board has appointed Friedman LLP (“Friedman”), as our independent registered public accounting firm to examine the consolidated financial statements of the Company for fiscal year ending December 31, 2019.2021. The Board seeks an indication from shareholders of their approval or disapproval of the appointment.
Friedman will audit our consolidated financial statements for the fiscal year ended December 31, 2019.2021. We anticipate that a representative of Friedman will be present by telephone at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.
Our consolidated financial statements for the fiscal years ended December 31, 20182020 were audited by Friedman.
In the event shareholders fail to ratify the appointment of Friedman, the Board of Directors will reconsider this appointment. Even if the appointment is ratified, the Board of Directors, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Board of Directors determines that such a change would be in the interests of the Company and its shareholders.
The following table sets forth the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
The following table sets forth fees billed to the Company by the Company’s independent auditors for (i) services rendered for the audit of the Company’s annual financial statements and the review of the Company’s quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of the Company’s financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.
Services | 2018 | 2017 | 2020 | 2019 | ||||||||||||
Audit Fees | $ | 90,000 | $ | 90,000 | $ | 106,281 | $ | 95,000 | ||||||||
Audit - Related Fees | - | - | 53,694 | - | ||||||||||||
Tax fees | 30,000 | 15,000 | 56,823 | 30,000 | ||||||||||||
All Other Fees (a) | - | - | - | - | ||||||||||||
Total | $ | 120,000 | $ | 105,000 | $ | 216,798 | $ | 125,000 |
(a) All other fees include fees primarily for services primarily related to assistance with document reviews and assistance with revenue agent examination.
Prior to engaging our accountants to perform a particular service, our Audit Committee obtains an estimate for the service to be performed. All of the services described above were approved by the Audit Committee in accordance with its procedures.
Audit Committee Pre-Approval Policies and Procedures
The Company’s Audit Committee has adopted policies and procedures that shall require the pre-approval by the Audit Committee of all fees paid to, and all services performed by, the Company’s independent accounting firms. At the beginning of each year, the Audit Committee shall approve the proposed services, including the nature, type and scope of services contemplated and the related fees, to be rendered by these firms during the year. In addition, Audit Committee pre-approval is also required for those engagements that may arise during the course of the year that are outside the scope of the initial services and fees pre-approved by the Audit Committee.
The affirmative vote of the holders of a majority of the Company’s Common Stock represented and voting at the Annual Meeting either in person or by proxy will be required for approval of this proposal. Neither abstentions nor broker non-votes shall have any effect on the outcome of this vote.
RECOMMENDATION OF THE BOARD OF DIRECTORS:
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”“FOR” THE RATIFICATION OF FRIEDMAN AS THE COMPANY’SCOMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
APPROVAL OF THE ADOPTION OF THE SILVERSUN TECHNOLOGIES, INC.
2019 EQUITY AND INCENTIVE PLAN
Shareholders are being asked to approve the SilverSun Technologies, Inc. 2019 Equity and Incentive Plan (the “2019 Plan”) which was adopted by the Board on November 26, 2019, subject to shareholder approval. If approved by shareholders, the 2019 Plan will provide stock-based incentive compensation to select officers, employees, non-employee directors, consultants and service providers.
The 2019 Plan was designed by the Compensation Committee with the assistance of management as part of a comprehensive compensation strategy to provide long-term incentives for employees and non-employees to contribute to the growth of the Company and attain specific performance goals.
Approval of the 2019 Plan will allow the Company to award stock options in the form of non-qualified and incentive options, stock appreciation rights, restricted stock, and restricted stock units to employees and to non-employee directors, consultants and service providers. In determining the number of shares available under the 2019 Plan, we considered the historical burn-rate of the Company’s previous incentive plans, and the potential dilution to shareholders. The 675,000 shares available under the 2019 Plan represent approximately 15% of the Company’s 4,501,201 currently outstanding shares (the “Share Reserve”). The Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to 180,030 shares (which is the equivalent of 4.0% of the 4,500,755 shares of common stock outstanding as of September 30, 2019). Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Stock than would otherwise occur pursuant to the preceding sentence. The NASDAQ Capital Market closing price of a share of Common Stock on November 25, 2019 was $3.33.
Based on historical burn rates and our current stock price, the Compensation Committee believes the 675,000 shares that may be awarded under the 2019 Plan together with the annual increase in the Share Reserve should be sufficient to cover grants in the coming years.
Plan Highlights
The essential features of our 2019 Plan are outlined below. The following description is not complete and is qualified by reference to the full text of our 2019 Plan, which is appended to this Information Statement as Annex A.
Options are subject to the following conditions:
(i) The Committee (as defined below) determines the exercise price of Incentive Options at the time the Incentive Options are granted. The assigned exercise price must be no less than 100% of the Fair Market Value (as defined in the 2019 Plan) of the Company’s Common Stock on the Grant Day (as defined in the 2019 Plan). In the event that the recipient is a Ten Percent Owner (as defined in the 2019 Plan), the exercise price must be no less than 110% of the Fair Market Value of the Company on the Grant Day.
(ii) The exercise price of each Non-qualified Option will be at least 100% of the Fair Market Value of such share of the Company’s Common Stock on the date the Non-qualified Option is granted.
(iii) The Committee fixes the term of Options, provided that Options may not be exercisable more than ten years from the date the Option is granted, and provided further that Incentive Options granted to a Ten Percent Owner may not be exercisable more than five years from the date the Incentive Option is granted.
(iv) Stock Options shall become exercisable and/or vested at such time or times, whether or not in installments, as shall be determined by the Committee at or after the Grant Date. The Award Agreement may permit a grantee to exercise all or a portion of a Stock Option immediately at grant; provided that the Shares issued upon such exercise shall be subject to restrictions and a vesting schedule identical to the vesting schedule of the related Stock Option, such Shares shall be deemed to be Restricted Stock for purposes of the Plan, and the optionee may be required to enter into an additional or new Award Agreement as a condition to exercise of such Stock Option. An optionee shall have the rights of a stockholder only as to Shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. An optionee shall not be deemed to have acquired any Shares unless and until a Stock Option shall have been exercised pursuant to the terms of the Award Agreement and this Plan and the optionee’s name has been entered on the books of the Company as a stockholder.
(v) Options are not transferable except to a recipient’s family members or partnerships in which such family members are the only partners and Options are exercisable only by the Options’ recipient, except upon the recipient’s death.
(vi) Incentive Options may not be issued in an amount or manner where the amount of Incentive Options exercisable in one year entitles the holder to Common Stock of the Company with an aggregate Fair Market value of greater than $100,000.
Awards of Restricted Stock are subject to the following conditions:
(i) The Committee grants Restricted Stock Options and determines the restrictions on each Restricted Stock Award (as defined in the 2019 Plan). Upon the grant of a Restricted Stock Award and the payment of any applicable purchase price, grantee is considered the record owner of the Restricted Stock and entitled to vote the Restricted Stock if such Restricted Stock is entitled to voting rights.
(ii) Restricted Stock may not be delivered to the grantee until the Restricted Stock has vested.
(iii) Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as provided in the 2019 Plan or in the Award Agreement (as defined in the 2019 Plan).
Upon a Termination Event (as defined in the 2019 Plan), the Company or its assigns shall have the right and option to repurchase from a Holder of Shares (as defined in the 2019 Plan) received pursuant to a Restricted Stock Award any Shares that are still subject to a risk of forfeiture as of the Termination Event (as defined in the 2019 Plan).
Purpose
The objective of the 2019 Plan is to encourage and enable the officers, employees, directors, consultants and other key persons of the Company and its subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company.
Grants
The 2019 Plan permits the granting of incentive stock options, nonqualified stock options, stock awards, restricted stock units, stock appreciation rights (“SARs”) and other equity-based awards (collectively, “grants”). Although all employees and all of the employees of our subsidiaries are eligible to receive grants under our 2019 Plan, the grant to any particular employee is subject to the discretion of the Compensation Committee of the Board, comprised of not less than two directors (such body that administers the 2019 Plan, the “Committee”).
The maximum number of Shares reserved and available for issuance under the Plan shall be 675,000 Shares (the “Share Reserve”), subject to adjustment and the following sentence regarding the annual increase. The Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to 180,030 shares (which is the equivalent of 4.0% of the 4,500,755 shares of Stock outstanding as of September 30 , 2019). Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Stock than would otherwise occur pursuant to the preceding sentence. If a grant expires or terminates for any reason before it is fully vested or exercised, or if any grant is forfeited, we may again make the number of shares subject to that grant that the participant has not purchased or that has not vested subject to another grant under the 2019 Plan.
We have made and will make appropriate adjustments to outstanding grants and to the number or kind of shares subject to the 2019 Plan in the event of a stock split, reverse stock split, stock dividend, share combination or reclassification and certain other types of corporate transactions, including a merger or a sale of all or substantially all of our assets.
All grants will be determined by the Compensation Committee or a committee of the Board (the “Committee”) and at this time, no grants have been determined or awarded.
Administration
The 2019 Plan shall be administered by the Compensation Committee of the Board. The Compensation Committee shall have the authority and power:
(i) to select the individuals to whom Awards may from time to time be granted;
(ii) to determine the time or times of grant, and the amount, if any, of Incentive Stock Options, Non-Qualified Stock Options, SARs, Restricted Stock Awards, Unrestricted Stock Awards, Restricted Stock Units, or any combination of the foregoing, granted to any one or more grantees;
(iii) to determine the number and types of Shares to be covered by any Award and, subject to the provisions of the 2019 Plan, the price, exercise price, conversion ratio or other price relating thereto;
(iv) to determine and, subject to the 2019 Plan, to modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the 2019 Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the form of Award Agreements;
(v) to accelerate at any time the exercisability or vesting of all or any portion of any Award;
(vi) to impose any limitations on Awards, including limitations on transfers, repurchase provisions and the like, and to exercise repurchase rights or obligations;
(vii) subject to any restrictions imposed under the 2019 Plan or by Section 409A, to extend at any time the period in which Stock Options may be exercised; and
(viii) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the 2019 Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the 2019 Plan and any Award (including Award Agreements); to make all determinations it deems advisable for the administration of the 2019 Plan; to decide all disputes arising in connection with the 2019 Plan; and to otherwise supervise the administration of the 2019 Plan.
All decisions and interpretations of the Compensation Committee shall be binding on all persons, including the Company and all Holders.
Grant Instruments
All grants will be subject to the terms and conditions set forth in our 2019 Plan and to such other terms and conditions consistent with our 2019 Plan as the Compensation Committee deems appropriate and as are specified in writing by the Committee to the individual in a grant instrument or an amendment to the grant instrument. All grants will be made conditional upon the acknowledgement of the grantee in writing or by acceptance of the grant, that all decisions and determinations of the Compensation Committee will be final and binding on the grantee, his or her beneficiaries and any other person having or claiming an interest under such grant.
Terms and Conditions of Grants
The grant instrument will state the number of shares subject to the grant and the other terms and conditions of the grant, consistent with the requirements of our 2019 Plan. The purchase price per share subject to an option (or the exercise price per share in the case of a SAR) must equal at least the fair market value of a share of the Company’s common stock on the date of grant. The exercise price per share for the Shares covered by a Stock Option shall be determined by the Committee at the time of grant but shall not be less than 100% of the Fair Market Value on the Grant Date. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price per share for the Shares covered by such Incentive Stock Option shall not be less than 110% of the Fair Market Value on the Grant Date.
Under the 2019 Plan, the term “Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Committee based on the reasonable application of a reasonable valuation method that is consistent with Section 409A of the Code. If the Stock is admitted to trade on a national securities exchange, the determination shall be made by reference to the closing price reported on such exchange. If there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price. If the date for which Fair Market Value is determined is the first day when trading prices for the Stock are reported on a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or equivalent).
“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent of the Company or any Subsidiary.
Transferability
Restricted Stock, Stock Options, SARs and, prior to exercise, the Shares issuable upon exercise of such Stock Option, shall not be transferable by the optionee otherwise than by will, or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee, or by the optionee’s legal representative or guardian in the event of the optionee’s incapacity. Notwithstanding the foregoing, the Committee, in its sole discretion, may provide in the Award Agreement regarding a given Stock Option or Restricted Stock award that the optionee may transfer by gift, without consideration for the transfer, his or her Non-Qualified Stock Options to his or her family members (as defined in Rule 701 of the Securities Act), to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners (to the extent such trusts or partnerships are considered “family members” for purposes of Rule 701 of the Securities Act), provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this 2019 Plan and the applicable Award Agreement, including the execution of a stock power upon the issuance of Shares.
Amendment and Termination
The Board may, at any time, amend or discontinue the 2019 Plan and the Committee may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the consent of the holder of the Award. The Committee may exercise its discretion to reduce the exercise price of outstanding Stock Options or effect repricing through cancellation of outstanding Stock Options and by granting such holders new Awards in replacement of the cancelled Stock Options. To the extent determined by the Committee to be required either by the Code to ensure that Incentive Stock Options granted under the 2019 Plan are qualified under Section 422 of the Code or otherwise, 2019 Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section 12 shall limit the Board’s or Committee’s authority to take any action permitted pursuant to Section 3(c). The Board reserves the right to amend the 2019 Plan and/or the terms of any outstanding Stock Options to the extent reasonably necessary to comply with the requirements of the exemption pursuant to Rule 12h-1 of the Exchange Act.
Federal Income Tax Consequences
The following summary is intended only as a general guide as to the United States federal income tax consequences under current law of participation in our 2019 Plan and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on particular circumstances.
Stock option grants under the 2019 Plan may be intended to qualify as incentive stock options under Internal Revenue Code of 1986, as amended (“IRC”) §422 or may be non-qualified stock options governed by IRC §83. Generally, no federal income tax is payable by a participant upon the grant of a stock option and no deduction is taken by the Company. Under current tax laws, if a participant exercises a non-qualified stock option, he or she will have taxable income equal to the difference between the market price of the stock on the exercise date and the stock option grant price. The Company will be entitled to a corresponding deduction on its income tax return. A participant will have no taxable income upon exercising an incentive stock option if the shares received are held for the applicable holding periods (except that alternative minimum tax may apply), and the Company will receive no deduction when an incentive stock option is exercised. The Company may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option that occurs before the applicable holding periods have been satisfied.
Restricted stock and restricted stock units are also governed by IRC §83. Generally, no taxes are due when the award is made. Restricted stock generally becomes taxable when it is no longer subject to a “substantial risk of forfeiture” (i.e., becomes vested or transferable). Restricted stock units become taxable when settled. When taxable to the participant, income tax is paid on the value of the stock or units at ordinary rates. The Company will generally be entitled to a corresponding deduction on its income tax return. Any additional gain on shares received are then taxed at capital gains rates when the shares are sold.
The grant of a stock appreciation right will not result in income for the participant or in a tax deduction for the Company. Upon the settlement of such a right, the participant will recognize ordinary income equal to the aggregate value of the payment received, and the Company generally will be entitled to a tax deduction in the same amount.
The foregoing is only a summary of the effect of federal income taxation on the participant and the Company under the 2019 Plan. It does not purport to be complete and does not discuss the tax consequences arising in the context of a participant’s death or the income tax laws of any municipality, state or foreign country in which the participant’s income may be taxable.
Tax Withholding
Each grantee shall, no later than the date as of which the value of an Award or of any Shares or other amounts received thereunder first becomes includable in the gross income of the grantee for income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and any Subsidiary shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver stock certificates (or evidence of book entry) to any grantee is subject to and conditioned on any such tax withholding obligations being satisfied by the grantee.
The Company’s minimum required tax withholding obligation may be satisfied, in whole or in part, by the Company withholding from Shares to be issued pursuant to an Award a number of Shares having an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the minimum withholding amount due.
No Dissenters’ Rights
Under the DGCL, the Stockholders are not entitled to dissenters’ rights with respect to the 2019 Plan, and the Company will not independently provide Stockholders with any such right.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADOPTION OF THE SILVERSUN TECHNOLOGIES, INC. 2019 EQUITY AND INCENTIVE PLAN.
Our Board of Directors does not know of any other matters that may come before the Annual Meeting. However, if any other matters are properly presented to the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote, or otherwise act, in accordance with their judgment on such matters.
FUTURE SHAREHOLDER PROPOSALS
The Board has not yet determined the date on which the next Annual Meeting of shareholders will be held. Shareholders may submit proposals on matters appropriate for shareholder action at annual meetings in accordance with the rules and regulations adopted by the Securities and Exchange Commission. Any proposal which an eligible shareholder desires to have included in our proxy statement and presented at the next Annual Meeting of Shareholders will be included in our proxy statement and related proxy card if it is received by us a reasonable time before we begin to print and send our proxy materials and if it complies with Securities and Exchange Commission rules regarding inclusion of proposals in proxy statements. In order to avoid controversy as to the date on which we receive a proposal, it is suggested that any shareholder who wishes to submit a proposal submit such proposal by certified mail, return receipt requested. Notices should be directed to: SilverSun Technologies, Inc., 120 Eagle Rock Ave., Suite 330, East Hanover, NJ 07936, Attention: Secretary.Chief Financial Officer.
Other deadlines apply to the submission of shareholder proposals for the next Annual Meeting that are not required to be included in our proxy statement under Securities and Exchange Commission rules. With respect to these shareholder proposals for the next Annual Meeting, a shareholder’s notice must be received by us a reasonable time before we begin to print and send our proxy materials. The form of proxy distributed by the Board of Directors for such meeting will confer discretionary authority to vote on any such proposal not received by such date. If any such proposal is received by such date, the proxy statement for the meeting will provide advice on the nature of the matter and how we intend to exercise our discretion to vote on each such matter if it is presented at that meeting.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K AND HOUSEHOLDINGHouseholding of Annual Meeting Materials
ASome brokers and other nominee record holders may be “householding” our proxy materials. This means a single notice and, if applicable, the proxy materials, will be delivered to multiple stockholders sharing an address unless contrary instructions have been received. We will promptly deliver a separate copy of the Company’snotice and, if applicable, the proxy materials and our 2020 annual report to stockholders, which consists of our Annual Report on Form 10-K as filed withfor the SEC is available upon written request and without chargefiscal year ended December 31, 2020, to shareholders by writing to the Companyyou if you write or call us at 120 Eagle Rock Avenue, East Hanover, New JerseyNJ 07936, Attention: Chief Financial Officer, or by calling telephone number (973) 396-1720.
In certain cases, only one Proxy Statement may be delivered If you would like to multiple shareholders sharing an address unless the Company has received contrary instructions from one or morereceive separate copies of the shareholders at that address. The Company will undertake to deliver promptly upon written or oral request a separate copy of the Proxy Statement, as applicable, to a shareholder at a shared address to which a single copy of such documents was delivered. Such request should also be directed to Chief Executive Officer, SilverSun Technologies, Inc., at the address or telephone number indicatedour proxy materials and annual reports in the previous paragraph. In addition, shareholders sharing an address can request delivery of a single copy of Proxy Statementsfuture, or if theyyou are receiving multiple copies of Proxy Statements by directing such requestand would like to the same mailing address.
We have not received notice of and do not expect any matters to be presentedreceive only one copy for voteyour household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the Annual Meeting, other than the proposals described in this Proxy Statement. If you grant a proxy, the person named as proxy holder, Mark Meller, or their nominees or substitutes, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If for any unforeseen reason, any of our nominees are not available as a candidate for director, the proxy holder will vote your proxy for such other candidate or candidates nominated by our Board.above address and telephone number.
We are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, we file periodic reports, documents and other information with the SEC relating to our business, financial statements and other matters. Such reports and other information may be inspected and are available for copying at the offices of the SEC, 100 F Street, N.E., Washington, D.C. 20549 or may be accessed at www.sec.gov. Information regarding the operation of the public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330. You are encouraged to review our Annual Report on Form 10-K, together with any subsequent information we filed or will file with the SEC and other publicly available information.
We have not received notice of and do not expect any matters to be presented for vote at the Annual Meeting, other than the proposals described in this Proxy Statement. If you grant a proxy, the person named as proxy holder, Mark Meller, or their nominees or substitutes, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If for any unforeseen reason, any of our nominees are not available as a candidate for director, the proxy holder will vote your proxy for such other candidate or candidates nominated by our Board.
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It is important that the proxies be returned promptly and that your shares be represented. Stockholders are urged to mark, date, execute and promptly return the accompanying proxy card.
November | By Order of the Board of Directors, | |
/s/ Mark Meller | ||
Mark Meller | ||
Chairman |
SILVERSUN TECHNOLOGIES, INC. 120 EAGLE ROCK AVENUE, SUITE EAST HANOVER, NEW JERSEY 07936 UNITED STATES | VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 12/
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 12/
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ☒ | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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1.To elect four (4) directors to hold office for a one year term and until each of their successors are elected and qualified; | |||||||
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1b. Kenneth Edwards | ☐ | ☐ | ☐ | ||||
1c. Stanley Wunderlich | ☐ | ☐ | ☐ | ||||
1d. John Schachtel | ☐ | ☐ | ☐ | ||||
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Please indicate if you plan to attend this meeting | ☐ | ☐ | |||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement and Form 10-K are available at www.proxyvote.com |
SILVERSUN TECHNOLOGIES, INC.
Annual Meeting of Shareholders
December 19, 2019
SILVERSUN TECHNOLOGIES, INC. Annual Meeting of Shareholders Thursday, December 16, 2021 10:00 AM This proxy is solicited by the Board of Directors The undersigned hereby appoints Mark Meller, Chief Executive Officer of SilverSun Technologies, Inc., as Proxy with full power of substitution to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders to be held on December 16, 2021, at 10:00
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.
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