(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
(Amendment No. )
Check the appropriate box:
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325 E. Warm Springs Road, Suite 102
Las Vegas, Nevada 89119
(702) 997-5968
23, 2023
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Your vote is extremely important regardless of the number of shares you own.
By Order of the Board of Directors, | |
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23, 2023.
TABLE OF CONTENTS
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325 E. Warm Springs Road, Suite 102
Las Vegas, Nevada 89119
(702) 997-5961
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 24, 2020
27, 2023
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What is the purpose of the Annual Meeting? A: At the Annual Meeting, holders of shares of the Company’s common stock |
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FOR election of five directors to the nominated slate of directors;Board; and
FOR (ii) the ratification of the Audit Committee’s appointment of WSRPFrazier & Deeter, LLC (“Frazier & Deeter”) as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2020.2023.
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By Internet: Go to www.proxypush.com/LIVE. Have
By telephone: Call (866) 390-5229 toll-free (in the United States, U.S. territories, and Canada) onusing a touch-tone telephone. Have yourtelephone and follow the recorded instructions.
By mail: Complete,, complete, sign, and date the enclosed proxy card and return it promptly in the postage paid envelope providedprovided.
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questions about how to provide or revoke your instructions. If you hold your shares in “street name” and do not provide specific voting instructions to your Broker, a “broker non-vote” will result with respect to Proposal No. 1. Therefore, it is very important to respond to your Broker’s request for voting instructions on a timely basis if you want your shares held in “street name” to be represented and voted at the Annual Meeting. Please see below for additional information if you hold your shares in “street name” and desire to attend the Annual Meeting and vote your shares in person.
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Are abstentions and broker non-votes counted in the vote totals? A: A broker non-vote occurs when shares held by a Broker are not voted with respect to a particular proposal because the Broker does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your Broker holds your shares in its name and you do not instruct your Broker how to vote, your Broker will only have discretion to vote your shares on “routine” matters. Where a proposal is not “routine,” a Broker who has not received any instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. At our |
Broker non-votes and abstentions by stockholders from voting (including Brokers holding their clients’ shares of record who cause abstentions to be recorded) will be counted towards determining whether or not a quorum is present. However, as the five director nominees receiving the highest numberaffirmative vote of affirmativethe holders of a plurality of the shares for which votes are cast will be elected, abstentions and broker non-votes will not affect the outcome of the election of directors. With regard to the affirmative vote of the majority of the shares entitled to vote, present at the meetingin person or by proxy, required for Proposal No. 2, itthis is considered to be a routine matter so there will be no broker non-votes, but abstentions will have the effect of a vote against Proposal No. 2.
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Q: Can I dissent or exercise rights of appraisal? A: Under Nevada law, holders of the Company’s common stock |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our common stock and Series B Stock as of June 17, 2020, the record date, for:
each of our named executive officers;
each of our current directors;
all of our current executive officers and directors as a group; and
each person known to us to be the beneficial owner of more than 5% of either our common stock or Series B Stock.
The business address of each beneficial owner listed in the table unless otherwise noted is c/o Live Ventures Incorporated, 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119.
We deem shares of our common stock and Series B Stock that may be acquired by an individual or group within 60 days of June 17, 2020, pursuant to the exercise of options or warrants or conversion of convertible securities, to be outstanding for the purpose of computing the percentage ownership of such individual or group, but these shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person or group shown in the table. Percentage of ownership is based on 1,616,151 shares of common stock and 214,244 shares of Series B Stock (which convert into 1,071,220 shares of common stock) outstanding on June 17, 2020. The information as to beneficial ownership was either (i) furnished to us by or on behalf of the persons named or (ii) determined based on a review of the beneficial owners’ Schedules 13D/G and Section 16 filings with respect to our common stock and Series B Stock.
Name of Beneficial Owner |
| Amount and Nature of Beneficial Ownership (Common Stock Unless Otherwise Noted) |
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| Percentage of Class |
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Executive Officers and Directors: |
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Jon Isaac (1) |
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| 1,600,499 |
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| 52.9 | % |
Tony Isaac |
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| 105,000 |
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| 6.2 | % |
Richard D. Butler, Jr. |
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| 15,487 |
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Dennis (De) Gao |
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| 12,671 |
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| * |
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Tyler Sickmeyer |
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Weston A Godfrey, Jr. |
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| — |
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Michael J. Stein (2) |
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| 8,000 |
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| * |
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All Executive Officers and Directors as a group (9 persons) |
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| 1,741,657 |
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| 65.7 | % |
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Other 5% Stockholders: |
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Isaac Capital Group, LLC (3) 3525 Del Mar Heights Rd. Suite 765 San Diego, California 92130 |
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| 1,575,499 |
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| 45.4 | % |
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(Proposal No. 1)
General
Live Ventures’ Bylaws provide that the Board shall consist of not less than three nor more than nine directors (with the precise number of directors to be established by resolution of the Board), each of whom is elected annually. Currently, there are five members of the Board. The Board has determined that five directors will be elected at the 2020 Annual Meeting and has nominated each of the five incumbent directors for re-election. Each director is to be elected to hold office until the next annual meeting of stockholders or until his successor is elected and qualified. If a director resigns or otherwise is unable to complete his term of office, the Board may elect another director for the remainder of the departing director’s term.
The Board has no reason to believe that the nominees will not serve if elected, but if they should become unavailable to serve as a director, and if the Board designates a substitute nominee, the persons named as proxies will vote for the substitute nominee designated by the Board.
Recommendation of our Board of Directors
The Board recommends voting "FOR" the election of each of the Director nominees as directors, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2021, and until his successor is elected and qualified, or until his earlier death, resignation or removal.
Vote Required
If a quorum is present at the Annual Meeting or to demand appraisal of their shares as a result of the five nominees receivingapproval of any of the highest numberproposals.
Nominees for Election to the Board of Directors in 2020
The Board’s nominees are listed below. The Board recommends that you vote FOR the election of each of Messrs. Jon Isaac, Tony Isaac, Butler, Gao, and Sickmeyer.
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* Independent director.
Certain Family Relationships
Jon Isaac, who is a director and serves as our President and Chief Executive Officer, is the son of Tony Isaac, who is also a director and serves as our Financial Planning and Strategist/Economist.
Involvement in Certain Legal Proceedings
To the best of our knowledge, there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decreessolicitation material to such beneficial owners.
EXECUTIVE OFFICERS
Set forth below is certain information regarding each of our current executive officersoperations reports and other documents provided to them from time to time by management, as of June 17, 2020,well as by operating, financial, and other than Jon Isaac, whose biographical information isreports presented under “Nomineesby management in preparation for, Election to the Board of Directors in 2020.”
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How often did the Board meet during fiscal 2020?
The Board met three times during fiscal 2020, either telephonically or in person, and took action by unanimous written consent two times. None of our directors attended fewer than 75% of the meetings of, the Board held duringand the director’s servicethree standing committees of the Board.
Who arerisks associated with a decrease in the Board’s “independent” directors?
market value of the Company’s securities granted or awarded to directors, officers, and employees as compensation.
On November 8,
How can our stockholders communicate with 2022, the Board?
Stockholders and others interested in communicating with the Board may do so by writingCompany commenced its compensation to BoardFidelitas Development, of Directors, Live Ventures Incorporated, 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119.
Whatwhich Mr. Sickmeyer is the leadership structure of the Board?
Jon Isaac, our Presidentsole owner and Chief Executive Officer, also servesfor certain marketing consulting services that it provided to the Company. On February 22, 2023, Fidelitas Development received its final compensation for those services for an aggregate of approximately $22,000. While the services provided by Fidelitas Development did not impact Mr. Sickmeyer’s status as Chairmanan independent director, the Board determined that Mr. Sickmeyer was not considered independent solely for purposes of his service on the Audit Committee during the approximate three and one-half-month compensation period. During that period, the Audit Committee took unanimous action and the Board believes that Mr. Sickmeyer’s service on the Audit Committee was in the best interests of the Company and its stockholders.
What is the Board’s roledirector nominees who were standing for re-election at our 2022 Annual Meeting attended that meeting, either in risk oversight?
Our management is responsible for managing risk and bringing the most material risks facing the Company to the Board’s attention. person or via teleconference.
What committees has the Board established?
of Directors.
June 23, 2023.
| | | | | | Audit Committee | | | | Compensation Committee | | | | Governance and Nominating Committee | | |
| | Richard D. Butler, Jr. | | | | | | | | | | | | |||
| | Dennis (De) Gao | | | | | | | | | | | | |||
| | Tyler Sickmeyer | | | | | | | | | | | |
| Member | | | Chairman | | | Financial Expert | |
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Committee. EachDuring the fiscal year ended September 30, 2022, each member of the committee satisfiessatisfied the independence standards specified in Rule 5605(a)(2) of the NASDAQNasdaq Listing Rules and the related rules of the SEC. In addition, each of the current members of the Compensation Committee is a “non-employee director” under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Board has adopted a charter for the Compensation Committee, a copy of which is posted on our website at ir.liveventures.com/governance-docs. The Compensation Committee met once and acted one timetwo times by unanimous written consent during the fiscal 2019.
Corporate year ended September 30, 2022.
What are the procedures of the Corporate
The Corporate Governance and Nominating Committee establishesis charged with establishing and periodically reviewsreviewing the criteria and qualifications for boardBoard membership and the selection of candidates to serve as directors of our Company. In determining whether to nominate a candidate for director, the Corporate Governance and Nominating Committee considers the following criteria, among others:
the candidate’s integrity and ethical character;
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What are our policies and procedures with respect to director candidates who are nominated by security holders?
The Corporate Governance and Nominating Committee will consider director candidates recommended by our stockholders under criteria similar to those used to evaluate candidates nominated by the committee (including those listed above). In considering the potential candidacy of persons recommended by stockholders, however, the committee may also consider the size, duration, and any specialpecuniary interest of the recommending stockholder (or group of stockholders) in Live Ventures’our common stock.
Stockholders who desire to recommend a nominee for election
Recommendations must be submittedprocess of the Governance and Nominating Committee for identifying nominees reflects the practice of re-nominating incumbent directors who continue to the Company in writing, addressed to our Principal Financial Officer at the Company’s principal headquarters.
Recommendations must include all information reasonably deemed by the recommending stockholder to be relevant tosatisfy the committee’s consideration, including (at a minimum):
criteria for membership on the name, address and telephone number of the potential candidate;
the number of shares of Live Ventures’ common stock owned by the recommending stockholder (or group of stockholders), and the time period for which such shares have been held;
if the recommending stockholder is not a stockholder of record according to the books and records of the Company, a statement from the record holder of the shares (usually a broker or bank) verifying the holdings of the stockholder;
a statement from the recommending stockholder as to whether s/he has a good faith intention toBoard, who it believes will continue to hold the reported shares through the date of Live Ventures’ next annual meeting (at which the candidate would be elected to the Board);
with respect to the recommended nominee:
the information required by Item 401 of Regulation S-K (generally providing for disclosure of the name, address, any arrangements or understandings regarding the nomination and the five-year business experience of the proposed nominee, as well as information about the types of legal proceedings within the past five years involving the nominee);
the information required by Item 404 of Regulation S-K (generally providing for disclosure of transactions in which Live Ventures l was or is to be a participant involving more than $120,000 and in which the nominee had or will have any direct or indirect material interest and certain other types of business relationships with Live Ventures);
a description of all relationships between the proposed nominee and the recommending stockholder and any arrangements or understandings between the recommending stockholder and the nominee regarding the nomination;
a description of all relationships between the proposed nominee and any of Live Ventures’ competitors, customers, suppliers, labor unions or other persons with special interests regarding Live Ventures;
a description of themake important contributions that the nominee would be expected to make to the Board, and who consent to continue their service on the governance of Live Ventures;Board.
a statement Chief Executive Officer, also serves as to whether, in the viewChairman of the stockholder,Board. Currently, the nominee, if elected, would represent all stockholders and not serve for the purpose of advancing or favoring any particular stockholder or other constituency of Live Ventures.
The nominating recommendation must be accompanied by the consent of the proposed nominee to be interviewed by the Corporate Governance and Nominating Committee and other Board members and, if elected, to serve as a director of Live Ventures.
A stockholder nomination must be received by Live Ventures, as provided above, not later than 120 calendar days prior to the first anniversary of the mailing date of the proxy statement for the prior annual meeting.
If a recommendation is submitted by a group of two or more stockholders, the information regarding the recommending stockholders must be submitted with respect to each stockholder in the group (as the term group is defined under SEC regulations).
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Does the Board have a policy on director attendance at the Annual Meeting?
The Board does not have a formal policy regarding director attendanceLead Independent Director. Although the Board may assess the appropriate leadership structure from time to time in light of internal and external events or developments and reserves the right to make changes in the future, it believes that the current structure, as described in this Proxy Statement, is appropriate at this time given the Company’s annual meeting of stockholders, but all directors are encouraged to attend. Three of our directors who were standing for re-election at our 2019 Annual Meeting attended that meeting, either in person or via teleconference.
How are our directors compensated?
Jon Isaac, who is both directorsize and an employeeexperience of the CompanyBoard, as well as the background and experience of management. The Board does not receive any separate compensation in connection with his Board service. Our non-employee directors generally receive a $30,000 annual retainer. We reimburse directors for reasonable expenses related to their Board service. For more information about the compensation paid or provided to our directors during fiscal 2019, please refer to the “Director Compensation” section of this Proxy Statement.
Does the Company have a Code of Ethics?
We have adopted a Code of Business Conduct and Ethicsbelieve that applies to all directors, officers and employees of our Company, including the Chief Executive Officer and other principal financial and operating officers of the Company. The Code of Business Conduct and Ethics is posted on our website at ir.liveventures.com/governance-docs. If we make any amendment to, or grant any waivers of, a provision of the Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller where such amendment or waiver is required to be disclosed under applicable SEC rules, we intend to disclose such amendment or waiver and the reasons therefor on Form 8-K or on our website.
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Mezzanine Loan from Isaac Capital Fund
In connection with the purchase of Marquis Industries Inc., the Company entered into a mezzanine loan in an amount of up to $7,000,000 provided by Isaac Capital Fund, a private lender whose managing member is Jon Isaac,having the President and Chief Executive OfficerOffice serve as Chairman of the Company.
TheBoard materially impacts its process for risk oversight because Board committees (comprised entirely of independent directors during the fiscal year ended September 30, 2022) play the central role in risk oversight.
ICG Note and Warrants; Loan Transaction
On January 16, 2018 and December 3, 2019, we entered into separate amendments to warrants withJune 9, 2023, Isaac Capital Group, LLC (“ICG”) eachbeneficially owned 48.4% of the Company’s issued and outstanding capital stock. Jon Isaac, the Company’s President and Chief Executive Officer, is the President and sole member of ICG, and, accordingly, has sole voting and dispositive power with respect to these shares. Mr. Isaac also personally owns 219,177 shares of common stock and holds options to purchase up to 25,000 shares of common stock at an exercise price of $10.00 per share, all of which amendsare currently exercisable. Mr. Isaac’s options to purchase 25,000 shares of common stock were originally scheduled to expire on January 15, 2023, but, as amended on January 13, 2023, the expiration date was extended to January 15, 2025.
Customer Connexx
Acquisitionthe benefit of ApplianceSmart
the Company, to repay the outstanding receivables balance. The promissory note bears interest at a rate of 10.0% per annum with payments of $75,000 due each month beginning June 1, 2023, until the promissory note is repaid in full.
On April 25, 2018, ASH delivered to the Seller that certain Promissory Note (the “ApplianceSmart Note”)Company, entered into a seller financed mezzanine loan in the original principal amount of $3,919,494 (the “Original Principal Amount”), as such amount may be adjusted per$34.0 million with the termsprevious owners of the ApplianceSmart Note.Flooring Liquidators, Inc. The ApplianceSmartSeller Subordinated Acquisition Note was effective as of April 1, 2018 and matures on April 1, 2021 (the “Maturity Date”(“Sellers Note”). The ApplianceSmart Note bears interest at 5%8.24% per annum, with interest payable monthly in arrears. Ten percentarrears beginning on January 18, 2024. The Sellers Note has a maturity date of January 18, 2028. The fair value assigned to the Sellers Note, as calculated by an independent third-party firm, was $31.7 million, or a
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SaleApril 2020 of ApplianceSmart Contracting
On April 22, 2020, the Company sold Inc., a division of ApplianceSmart Contracting Inc. (“ApplianceSmart Contracting”)Holdings LLC, to Michelle Cooper, a related party as a result of her relationship with Virland A. Johnson, the Company’s former Chief Financial Officer, for $60,000. In connection with the sale, and under the terms of a purchase and sale agreement and a secured promissory note (the “ASC Note”), the Company agreed to loanlend ApplianceSmart Contracting Inc. up to $382,091.64approximately $382,000 to satisfy then outstandingthen-outstanding sales tax obligations owed by ApplianceSmart Contracting. Advances under the loan are only made by the Company to ApplianceSmart Contracting upon the presentation of evidenceInc., which amount was payable by ApplianceSmart Contracting Inc. for the benefit of the satisfactionCompany pursuant to a secured promissory note. An aggregate amount of one or moreapproximately $165,000 remains unpaid and outstanding state sales tax amounts. Advances bear interest at 8.0% per annum.under such note. The loan maturespreviously disclosed note constituting part of the purchase price of ApplianceSmart Contracting Inc. was paid in full on September 30, 2022 or on such earlier date as provided in the Note. The loan is guaranteed by the related party and secured by the assets of ApplianceSmart Contracting. At the closing of the sale transaction, the Company advanced ApplianceSmart Contracting $60,000.
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The Audit Committee operates pursuant
| Eric Althofer, 40 | | | Mr. Althofer joined the Company as Chief Operating Officer and Managing Director (Finance) on April 10, 2021. Prior to joining the Company, Mr. Althofer served as a director of Capitala Investment Advisors (“Capitala”), joining the firm in 2014. Mr. Althofer’s primary responsibilities included transaction screening, structuring and due diligence execution. Prior to joining Capitala, Mr. Althofer spent more than three years in investment banking with Jefferies LLC, working on over 25 M&A, debt and equity transactions for consumer and retail companies. Before joining Jefferies, Mr. Althofer worked as a strategy and operations consultant for four years with Deloitte Consulting, where he worked primarily in the healthcare and financial services industries. Mr. Althofer graduated cum laude from Washington University in St. Louis with a degree in Economics and received his M.B.A., with distinction, from the University of Michigan Ross School of Business with emphases in Finance and Accounting. | |
| David Verret, 49 | | | Mr. Verret became Chief Accounting Officer of the Company on September 29, 2021 and on March 1, 2022, Mr. Verret was appointed as Chief Financial Officer. For the decade prior to joining the Company, he was the Chief Accounting Officer at Brinks Home Security™, where he also had held other accounting positions. In the preceding 13 years, he was employed by KPMG LLP in its audit practice. During David’s tenure at KPMG, he worked as a member of its audit staff (1998 to 2003) and then as a Manager and Senior Manager (2003 to 2011) in Dallas, Texas. Mr. Verret holds a Bachelor of Business Administration in Accounting, as well as a Master of Science from Texas Tech University. | |
Name | | | Age | | | Position with Company | | | Residence | | | Director Since | |
Jon Isaac | | | 40 | | | Chairman, President, CEO, and Director | | | Las Vegas, Nevada | | | 2011 | |
Tony Isaac | | | 68 | | | Financial Planning and Strategist/Economist | | | Las Vegas, Nevada | | | 2011 | |
Richard D. Butler, Jr. | | | 72 | | | Independent Director | | | Stockton, California | | | 2006 | |
Dennis (De) Gao | | | 43 | | | Independent Director | | | Las Vegas, Nevada | | | 2012 | |
Tyler Sickmeyer | | | 37 | | | Independent Director | | | Santee, California | | | 2014 | |
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Audit Fees | | | | $ | 531,200 | | | | | $ | 551,665 | | |
Audit-Related Fees | | | | | 250,000 | | | | | | — | | |
Tax Fees | | | | | — | | | | | | 104,224 | | |
All Other Fees | | | | | — | | | | | | 70,262 | | |
Total | | | | $ | 781,200 | | | | | $ | 726,151 | | |
In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements andCompany’s internal control over financial reporting ofand to review the Company with management and with the independent registered public accounting firm.Company’s unaudited interim financial statements. The Audit Committee also discussed withCommittee’s responsibility is to monitor and review these processes. It is not the independent registered publicAudit Committee’s duty or responsibility to conduct auditing or accounting firm the matters required to be discussedreviews.
Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2019, filed with the SEC.
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| | | AUDIT COMMITTEE Dennis (De) Gao, Chairman |
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Michael J. Stein, Senior
Senior Sales Manager for Samsung Electronics America, Inc. for three years prior to re-joining the company, where he was responsible for financial operations, forecasting and sales in the Home Appliance business. Prior to joining Samsung Electronics America, Inc., Mr. Godfrey spent five years serving as Vice President of Operations for Marquis Industries, Inc. reporting directly to the Chief Executive Officer and responsible for credit, claims, customer service, sales operations, supply chain, and purchasing. Early in his career, Mr. Godfrey worked for DuPont’s nylon fibers business, where he was certified as a Six Sigma Black Belt. Mr. Godfrey’s experience includes process improvement, supply chain optimization, demand planning, forecasting, business operations, strategic selling, and strategic purchasing. Mr. Godfrey holds a Bachelor of Business Administration in Marketing from the University of Georgia.
their compensation.
attract and retain the highest caliber executive officers;
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base salary;
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the Company’s performance for the prior fiscal years and subjective evaluation of each executive’s contribution to that performance;
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year ended September 30, 2022.
On an annual basis, the Compensation Committee evaluatesreviewed the Company’s compensation policies and practices for its employees, including the NEOs, to assess whetherand has determined that, such policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Based on its evaluation,
Name and principal Position | | | Year | | | Salary | | | Bonus | | | Stock Awards | | | Option Awards(1) | | | All Other Compensation(2) | | | Total | | |||||||||||||||||||||
Jon Isaac(3) President and Chief Executive Officer | | | | | 2022 | | | | | $ | 363,462 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 10,226 | | | | | $ | 373,688 | | |
| | | 2021 | | | | | $ | 350,000 | | | | | $ | 434,782 | | | | | $ | — | | | | | $ | 76,177 | | | | | $ | 10,226 | | | | | $ | 871,185 | | | ||
Weston A. Godfrey, Jr. Chief Executive Officer of Marquis Industries | | | | | 2022 | | | | | $ | 304,928 | | | | | $ | 800,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 15,742 | | | | | $ | 1,120,670 | | |
| | | 2021 | | | | | $ | 307,344 | | | | | $ | 800,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 15,368 | | | | | $ | 1,122,712 | | | ||
Michael J. Stein(4) Senior Vice President and General Counsel | | | | | 2022 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | 2021 | | | | | $ | 310,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 310,000 | | | ||
Eric Althofer Chief Operating Officer | | | | | 2022 | | | | | $ | 326,077 | | | | | $ | 75,000 | | | | | $ | — | | | | | $ | 37,619 | | | | | $ | — | | | | | $ | 438,696 | | |
| | | 2021 | | | | | $ | 126,923 | | | | | $ | — | | | | | $ | — | | | | | $ | 37,584 | | | | | $ | — | | | | | $ | 164,507 | | | ||
David Verret Chief Financial Officer | | | | | 2022 | | | | | $ | 268,149 | | | | | $ | 110,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 378,149 | | |
| | | 2021 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
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Name and principal |
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| All Other |
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Position |
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| Compensation (2) |
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Jon Isaac (3) |
| 2019 |
| $ | 200,000 |
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| $ | 275,000 |
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| $ | — |
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| $ | — |
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| $ | 60,600 |
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| $ | 535,600 |
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President and CEO |
| 2018 |
| $ | 200,000 |
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| $ | — |
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| $ | — |
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| $ | — |
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| $ | 54,000 |
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| $ | 254,000 |
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Weston A. Godfrey, Jr.(4) |
| 2019 |
| $ | 301,260 |
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| $ | 400,000 |
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| $ | — |
|
| $ | — |
|
| $ | 12,000 |
|
| $ | 713,260 |
|
Chief Executive Officer of Marquis Industries, Inc. |
| 2018 |
| $ | 204,260 |
|
| $ | 75,000 |
|
| $ | — |
|
| $ | — |
|
| $ | 12,000 |
|
| $ | 291,260 |
|
Michael J. Stein |
| 2019 |
| $ | 310,000 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 310,000 |
|
Senior Vice President and General Counsel |
| 2018 |
| $ | 298,077 |
|
| $ | — |
|
| $ | — |
|
| $ | 50,701 |
|
| $ | — |
|
| $ | 348,778 |
|
|
|
|
|
|
|
|
|
The Summary Compensation Table above corrects disclosure that was included in the Summary Compensation Table included in Part III, Item 11 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019, filed2022 for a discussion of the assumptions related to the calculation of such value.
The Summary“Average Compensation Table above amendsActually Paid to Non-PEO NEOs” [column (6)], including details regarding the amounts that were deducted from, and restatesadded to, the Summary Compensation Table includedtotals to arrive at the values presented for Compensation Actually Paid, are provided in the Fiscal 2010 10-Kfootnotes to the table. With respect to the measures of performance, the table includes the Company’s cumulative total shareholder return (“TSR”) and discloses that Mr. Godfrey earned bonusesnet income as noted in the Company’s audited financial statements. Also, below is a description of $400,000the relationship between the executive compensation actually paid and $75,000the Company’s cumulative TSR and Net Income for the fiscal years endedperiods noted in the Pay vs Performance Table below.
Year | | | PEO | | | Summary Compensation Table Total for PEO | | | Compensation Actually Paid to PEO | | | Average Summary Compensation Table Total for Non-PEO NEO’s | | | Average Compensation Actually Paid to Non-PEO NEO’s | | | Value of Initial $100 Investment Based on Total Stockholder Return | | | Net Income | | ||||||||||||||||||
(1) | | | (2) | | | (3) | | | (4) | | | (5) | | | (6) | | | (7) | | | (8) | | ||||||||||||||||||
2022 | | | Jon Isaac | | | | $ | 373,688 | | | | | $ | 363,462(a) | | | | | $ | 645,838 | | | | | $ | 633,299 (c) | | | | | $ | 67.70(e) | | | | | $ | 24,741,000 | | |
2021 | | | Jon Isaac | | | | $ | 871,185 | | | | | $ | 784,782(b) | | | | | $ | 532,406 | | | | | $ | 519,878(d) | | | | | $ | 313.87(f) | | | | | $ | 31,197,000 | | |
Name | | | Number of Securities Underlying Unexercised Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | |||||||||
Jon Isaac President and Chief Executive Officer | | | | | 25,000(1) | | | | | | 10.00 | | | | | | 1/15/2025(2) | | |
Eric Althofer Chief Operating Officer | | | | | 5,000(1) | | | | | | 40.00 | | | | | | 4/10/2024 | | |
David Verret Chief Financial Officer | | | | | — | | | | | | — | | | | | | — | | |
Weston A. Godfrey, Jr. Chief Executive Officer of Marquis Industries | | | | | — | | | | | | — | | | | | | — | | |
income and earnings per share data, purported undisclosed stock promotion and trading, purported inaccurate disclosure regarding beneficial ownership of common stock, and undisclosed executive compensation from 2016 through 2018. The violations are brought under Section 10(b) of the Exchange Act and Rule 10b-5; Sections 13(a), 13(b)(2)(B) and 13(b)(5) of the Exchange Act and Rules 12b-20, 13a-1, 13a-14, 13a-13, 13b2-1, 13b2-2; Section 14(a) of the Exchange Act and Rule 14a-3; and Section 17(a) of the Securities Act of 1933. The SEC seeks permanent injunctions against the Company Defendants, permanent officer-and-director bars, disgorgement of profits, and civil penalties. The foregoing is only a general summary of the SEC Complaint, which may be accessed on the SEC’s website at https://www.sec.gov/litigation/litreleases/2021/lr25155.htm.
18
and we give Mr. Isaac notice of termination for Cause;“Cause”; (iv) the date on which Mr. Isaac voluntarily terminates his relationship with us; or (v) the date on which we give Mr. Isaac notice of termination for any reason other than the reasons set forth in clauses (i) through (iv), above. Upon termination of Mr. Isaac’s employment, we will have no further obligation to Mr. Isaac except that Mr. Isaac will be entitled to payment of any earned but unpaid salary through the date of termination and any unearned bonus in accordance with the terms of the employment agreement. On or about November 11, 2019, the Compensation Committee
Marquis Industries, Inc., one of our subsidiaries, entered into an employment agreement with Weston A. Godfrey, Jr., effective on January 22, 2018, which was amended on January 12, 2021, and amended and restated effective June 1, 2023 to employ him as its executive vice presidentCo-Chief Executive Officer from January 22, 2018June 1, 2023 until July 1, 2018, and chief executive officer from July 1, 2018 through September 30, 2023,May 31, 2028, the date on which the agreement terminates. Mr. Godfrey is entitled to a base annual salary in an amount of $285,000,$425,000, payable in periodic installments in accordance with Marquis’sthe company’s customary payroll practices. Mr. BaileyGodfrey is also entitled to receive a car allowance of $1,000 per month, family health and dental insurance at Marquis’ expense, a $1.0 million term life insurance policy, and a family membership to a local fitness facility. If Mr. Godfrey is eligible for annual cash bonuses (in an amount no less than $75,000) after the end of the fiscal year based on the attainment of certain actual EBITDA ranges of Marquis during such fiscal year. In the event of a change of control of Marquis, Mr. Godfrey is entitled to a bonus equal to $660,000. Marquis may terminate Mr. Godfrey for “cause”terminated without Cause (as defined in Mr. Godfrey’s employment agreement), or, in the event Mr. Godfrey becomes permanently disabled or is prevented by injury or sickness from attention to his duties for six consecutive weeks or more, without “cause.” If Marquis terminates Mr. Godfrey’s employment without “cause” other than because of Mr. Godfrey’s death or disability, Mr. Godfreyhe will continue to receive (i) his annualunpaid base salary for a period of twelve12 months following such terminationtermination; and receive(ii) fully paid family coverage of health and dental insurance at Marquis’ expense until the earlier of twelve12 months after such termination or the date of his subsequent employment. However, if terminated within 12 months of a Change of Control (as defined in Mr. Godfrey’s subsequent employment.employment agreement) by Marquis without Cause or by Mr. Godfrey for Good Reason (as defined in Mr. Godfrey’s employment agreement), Marquis will pay Mr. Godfrey an amount equal to two times his base salary. Should a Change of Control event occur resulting in the sale of Marquis for a purchase price of at least $100,000,000, Mr. Godfrey will receive an amount equal to his base salary. Mr. Godfrey’s employment agreement also contains customary confidentiality, non-competition, and non-disparagement provisionsprovisions.
19
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The following table summarizes all stock options held by the NEOs as of the end of fiscal 2019.
Name |
| Number of Securities Underlying Unexercised Options (#) |
|
|
| Option Exercise Price ($) |
|
| Option Expiration Date |
| |||
Jon Isaac |
| 25,000 |
| (1) |
| $ | 10.00 |
|
| 1/15/2021 |
| ||
|
|
| 25,000 |
| (1) |
| $ | 7.50 |
|
| 1/15/2020 |
| |
Weston A. Godfrey, Jr. |
|
| — |
|
|
| $ | — |
|
|
| — |
|
Michael J. Stein |
| 4,000 |
| (2) |
| $ | 23.41 |
|
| 9/5/2027 |
| ||
|
| 4,000 |
| (2) |
| $ | 27.60 |
|
| 9/5/2027 |
| ||
|
| 4,000 |
| (2) |
| $ | 31.74 |
|
| 9/5/2027 |
| ||
|
| 4,000 |
| (2) |
| $ | 36.50 |
|
| 9/5/2027 |
| ||
|
| 4,000 |
| (2) |
| $ | 41.98 |
|
| 9/5/2027 |
|
|
|
year ended September 30, 2022. In addition to the fees set forth in the following table, we reimburse directors for reasonable expenses related to their Board service.
Name | | | Fees Earned or Paid in Cash ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||
Jon Isaac(1) | | | | | — | | | | | | — | | | | | | — | | |
Richard D. Butler, Jr.(2) | | | | | 30,000 | | | | | | — | | | | | | 30,000 | | |
Dennis Gao(2) | | | | | 30,000 | | | | | | — | | | | | | 30,000 | | |
Tony Isaac(2) | | | | | 30,000 | | | | | | — | | | | | | 30,000 | | |
Tyler Sickmeyer(2) | | | | | 30,000 | | | | | | — | | | | | | 30,000 | | |
Name |
| Fees Earned or Paid in Cash ($) |
|
| All Other Compensation ($) |
|
| Total ($) |
| |||
Jon Isaac (1) |
|
| — |
|
|
| — |
|
|
| — |
|
Richard D. Butler, Jr. (2) |
|
| 30,000 |
|
|
| — |
|
|
| 30,000 |
|
Dennis Gao (3) |
|
| 30,000 |
|
|
| — |
|
|
| 30,000 |
|
Tony Isaac (4) |
|
| 24,000 |
|
|
| — |
|
|
| 24,000 |
|
Tyler Sickmeyer (5) |
|
| 18,000 |
|
|
| — |
|
|
| 18,000 |
|
|
|
|
|
|
|
|
|
|
|
.
20
Name of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percentage of Class | | ||||||
Executive Officers and Directors: | | | | | | | | | | | | | |
Jon Isaac, President and Chief Executive Office of Live Ventures Incorporated(1) | | | | | 1,543,687 | | | | | | 48.4% | | |
Eric Althofer, Chief Operating Officer(2) | | | | | 5,000 | | | | | | * | | |
David Verret, Chief Financial Officer(3) | | | | | — | | | | | | * | | |
Weston A. Godfrey, Jr., Chief Executive Officer of Marquis Industries, Inc. | | | | | — | | | | | | — | | |
Tony Isaac, Director(4) | | | | | 55,000 | | | | | | 1.7% | | |
Richard D. Butler, Jr., Director | | | | | 15,487 | | | | | | * | | |
Dennis Gao, Director | | | | | 7,493 | | | | | | * | | |
Tyler Sickmeyer, Director | | | | | — | | | | | | — | | |
All Executive Officers and Directors as a group (8 persons) | | | | | 1,626,667 | | | | | | 51.0% | | |
Other 5% Stockholders: | | | | | | | | | | | | | |
Isaac Capital Group, LLC(5) 3525 Del Mar Heights Rd. Suite 765 San Diego, California 92130 | | | | | 1,299,510 | | | | | | 40.7% | | |
Kingston Diversified Holdings, LLC(6), 505 E. Windmill Ln, Suite 1C-231, Las Vegas, NV 89119 | | | | | 279,440 | | | | | | 8.8% | | |
Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted- average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |||||||||
Equity compensation plans approved by security holders | | | | | 87,500 | | | | | $ | 18.81 | | | | | | 212,500 | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 87,500 | | | | | $ | 18.81 | | | | | | 212,500 | | |
Plan Category |
| Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
|
| Weighted- average exercise price of outstanding options, warrants and rights (b) |
|
| Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| |||
Equity compensation plans approved by security holders |
|
| 200,418 |
|
| $ | 16.05 |
|
|
| 99,582 |
|
Equity compensation plans not approved by security holders |
|
| — |
|
|
| — |
|
|
| — |
|
Total |
|
| 200,418 |
|
| $ | 16.05 |
|
|
| 99,582 |
|
2014 Omnibus Equity Incentive Plan
21
Our Board of Directors, upon the recommendation of the Audit Committee, has ratified the appointment of WSRP to serve as our independent registered public accounting firm for the fiscal year ending September 30, 2020. The Audit Committee of our Board of Directors is solely responsible for selecting our independent public accountants. Although stockholder approval is not required to appoint WSRP as our independent public accountant firm, we believe that submitting the appointment of WSRP to our stockholders for ratification is a matter of good corporate governance. If our stockholders do not ratify the appointment, then the appointment may be reconsidered by the Audit Committee. Even if the appointment is ratified, the Audit Committee may engage a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of our Company and our stockholders.
We expect that representatives of WSRP will be present at the annual meeting and be available to answer stockholders’ questions.
The shares represented by your proxy will be voted for the ratification of the selection of WSRP unless you specify otherwise.
Recommendation of our Board
The Board recommends a vote FOR ratification of the Audit Committee’s appointment of WSRP as our independent registered public accounting firm for fiscal 2020
Audit and Other Fees
Each year, the Audit Committee approves the annual audit engagement in advance. The Audit Committee also has established procedures to pre-approve all non-audit services provided by the Company’s independent registered public accounting firm. All fiscal 2019 and 2018 non-audit services listed below were pre-approved.
Audit Fees: This category includes the audit of our annual financial statements and review of financial statements included in our annual and periodic reports that are filed with the SEC. This category also includes services performed for the preparation of responses to SEC and NASDAQ correspondence, travel expenses for our auditors, on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements, and the preparation of an annual “management letter” on internal control and other matters.
Tax Fees: This category consists of professional services rendered by our independent auditors for tax compliance.
The following fees were billed to us by our independent registered public accounting firm, WSRP, LLC for fiscal 2019 and WSRP, LLC, BDO LLP, and SingerLewak LLP for fiscal 2018. SingerLewak LLP reviewed the Company’s quarterly financial statements for each of the first three fiscal quarters during fiscal 2018. BDO LLP audited the 2017 annual financial statements for which costs were billed during the first quarter of fiscal 2018.
|
| 2019 |
|
| 2018 |
| ||
Audit Fees |
| $ | 219,154 |
|
| $ | 327,276 |
|
Audit-Related Fees |
|
| — |
|
|
| — |
|
Tax Fees |
|
| 66,440 |
|
|
| 106,777 |
|
All Other Fees |
|
| — |
|
|
| — |
|
Total |
| $ | 285,594 |
|
| $ | 434,053 |
|
Vote Required
The ratification of the Audit Committee’s appointment of WSRP as our independent registered public accounting firm for the fiscal year ending September 30, 2020 will be approved if the proposal receives the affirmative vote of the majority of the shares entitled to vote at the Annual Meeting, present in person or by proxy, in favor of the proposal. Since Proposal 2 is a routine matter, there will be no broker non-votes, but abstentions will have the effect of a vote against Proposal 2.
22
To be considered for inclusion in our proxy materials relating to our 2021 Annual Meeting, stockholder nominations or other proposals must be received at our principal executive offices by February 25, 2021, which is 120 calendar days prior to the anniversary of the mailing date of the Company’s 2020 Proxy Statement. All stockholder proposals must be in compliance with applicable laws and regulations, including the provisions of Rule 14a-8 of the Exchange Act, in order to be considered for possible inclusion in the proxy statement and form of proxy for the 2021 Annual Meeting.
Pursuant to Section 2.7 of the Company’s Bylaws, any notice of a stockholder nomination or other proposal submitted outside of the process prescribed by Rule 14a-8 of the Exchange Act (i.e., proposals that are not to be included in the Company’s proxy statement and form of proxy) received after February 25, 2021 will be considered untimely. To be in proper written form, a stockholder’s notice must set forth, as to each matter such stockholder proposes to bring before the annual meeting, (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the Company that are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business, and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.
|
|
|
|
ANNUAL MEETING
Proxy — Live Ventures Incorporated Annual Meeting of Stockholders July 24, 2020, 10:00 a.m. Pacific Time This Proxy is Solicited on Behalf of the Board of Directors The undersigned appoints Jon Isaac and Virland A. Johnson (the “Named Proxies”) and each of them as proxies for the undersigned, with full power of substitution, to vote the shares of capital stock of Live Ventures Incorporated, a Nevada corporation (the “Company”), the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held at the Company’s offices at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119, on Friday, July 24, 2020 at 10 a.m. (PT) and all adjournments thereof. Please The purpose of the Annual Meeting is to take action on the following: 1. Election of Directors; separate 2. Ratify the appointment of WSRP as the company’s independent registered public accounting firm for the fiscal year ending September 30, 2020; and carefully 3. Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
25