UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

SCHEDULE 14A

Rule 14a-101

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant [X]
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Filed by a Party other than the Registrant [   ]
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Check the appropriate box:
[X] Preliminary Proxy Statement
[   ] 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

xPreliminary Proxy Statement
¨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

YOU ON DEMAND HOLDINGS,IDEANOMICS, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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[   ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.

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[   ] 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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YOU ON DEMAND HOLDINGS, INC.

[                          ], 2016IDEANOMICS, INC

, 2023

Dear Shareholder:Stockholder:

 

You are invited to attend YOU On Demand Holdings,Ideanomics, Inc.’s (the “Company”) Annual Meeting of ShareholdersStockholders on                  June 27, 2016,, 2023, at 9:30 AM, local time (PRC Time), at Grand Millennium Beijing, 7 Dong San Huan Middle Road, Chaoyang District, Beijing 100020, China. Registration will begin at 9:10:00 AM, local time (PRC(New York Time). The Annual Meeting will be held in a virtual meeting format only, via live webcast on the Internet, with no physical in-person meeting. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualstockholdermeeting.com/IDEX2023, where you will be able to listen to the meeting live, submit questions, and vote. We encourage you to vote your shares prior to the Annual Meeting.

 

Details of the business to be conducted at the Annual Meeting are included in the attached Notice of Annual Meeting of ShareholdersStockholders and Proxy Statement.

 We recognize that many shareholders may not be able to attend the Annual Meeting in person. In accordance with rules adopted by the U.S. Securities and Exchange Commission, we are mailing to our shareholders a Notice of Internet Availability of Proxy Materials which contains instructions on how shareholders can access the proxy materials over the Internet and vote electronically or by phone. The Notice of Internet Availability of Proxy Materials also contains instructions describing how shareholders can request a paper copy of our proxy materials, including the Proxy Statement, the 2015 Annual Report and a form of proxy card.

Whether or not you plan to attend the virtual Annual Meeting, we urgeyour vote is important and you are encouraged to vote your shares by using onepromptly. If you received a paper copy of the voting options available toproxy card by mail, you as describedmay sign, date, and return the proxy card in the Notice of Internet Availability of Proxy Materials and in our Proxy Statement.enclosed envelope. If you change your mind about your proxy atattend the meeting,Annual Meeting, you can withdrawmay revoke your proxy and vote in person.at the virtual Annual Meeting.

Very truly yours,
Alfred P. Poor
Chief Executive Officer

 

IDEANOMICS, INC.

1441 Broadway, Suite 5116

New York, NY 10018

 

__________________________________
Bruno Wu
Chairman

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YOU ON DEMAND HOLDINGS, INC.

_____________________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
STOCKHOLDERS

TO BE HELD ON JUNE 27, 2016

[                         ], 20162023

TO THE SHAREHOLDERSSTOCKHOLDERS OF YOU ON DEMAND HOLDINGS,IDEANOMICS, INC.:

 

You are cordially invited to attend the Annual Meeting of ShareholdersStockholders of YOU On Demand Holdings,Ideanomics, Inc., a Nevada corporation (the “Company”), to be held on June 27, 2016,[ ], 2023, at 9.3010:00 AM, local time (PRC(New York Time), at Grand Millennium Beijing, 7 Dong San Huan Middle Road, Chaoyang District, Beijing 100020, China. At this. The Annual Meeting we are asking shareholders to:

     1.      Electwill be held in a virtual meeting format only, via live webcast on the eight directors namedInternet, with no physical in-person meeting. You will be able to attend and participate in the attached Proxy Statement to serve for a one-year term to expire at the 2017 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified, as follows:

     a.        Seven directors, including Bruno Wu, Shane McMahon, Mingcheng Tao, James Cassano, Jerry Fan, Jin Shi and Polly Wangonline by visiting www.virtualstockholdermeeting.com/IDEX2023, where you will be able to be elected by the holders of the Company’s common stock, Series A preferred stock and Series E preferred stock, voting together as a single class; and

     b.        One director, Xuesong Song, to be elected by the holders of the Company’s Series E preferred stock, voting as a separate class;

     2.      Approve of the issuance of (i) up to 1,818,182 shares of our common stock, at an exercise price of $2.75 per share under 2-year warrant held by Beijing Sun Seven Stars Culture Development Limited, a PRC company (“SSS”), (ii) 9,208,860 shares of our common stock issuable upon the conversion of a promissory note held by SSS, and (iii) up to 15,000,000 shares of our common stock (5,000,000 shares of our common stock for each of 2016, 2017 and 2018), with the exact amount based on an earn-out provision under the terms of a Share Purchase Agreement with Tianjin Enternet Network Technology Limited, a PRC company (“Tianjin”), an affiliate of SSS,listen to the extent such issuances would result in (i) SSSmeeting live, submit questions, and its affiliates acquiring an aggregate number ofvote. We encourage you to vote your shares of our common stock equalprior to or exceeding 20% of the outstanding shares of our common stock and (ii) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding;Annual Meeting.

 3.      Ratify the appointment of KPMG Huazhen LLP as the independent registered accounting firm of the Company for the fiscal year ending December 31, 2016; and

     4.      Transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

     For our Annual Meeting, we have elected to use the internet as the primary means of providing our proxy materials to shareholders. Consequently, some shareholders may not receive paper copies of our proxy materials. We intend to send shareholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials and for voting via the internet, or by phone. The Notice of Internet Availability of Proxy Materials will also provide the date, time and locationagenda of the Annual Meeting;Meeting will be the mattersfollowing items of business, which are more fully described in the accompanying proxy statement (the “Proxy Statement”):

1.Elect the five directors named in the attached Proxy Statement to serve for a one-year term to expire at the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, as follows: five directors, including Alfred P. Poor, Shane McMahon, Andrea Hayward and Paul Hancock to be elected by the holders of the Company’s Common Stock and Series A, Series B, and Series C Preferred Stock, voting together as a single class;

2.Ratify the appointment of Grassi & Co., CPAs, P.C. (“Grassi”) as the independent registered accounting firm of the Company for the fiscal year ending December 31, 2023;

3.Approval of the amendment and restatement of our 2010 Equity Incentive Plan, a copy of such amended and restated plan is included as Appendix A to this proxy statement (the “Plan”), to increase the number of shares authorized for issuance under the Plan to 37,500,00;

4.Approval of the issuance of common shares as the underlying conversion of preferred Series C shares accordance with Nasdaq Rules Rule 5635(d);

5.Approval of the issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 20% below the market price of our shares of Common Stock, in accordance with Nasdaq Listing Rules 5635(b) and 5635(d);

6.To approve the amendment of the Company’s Second Amended and Restated Certificate of Incorporation to increase the total number of shares of the Company’s authorized common stock and preferred stock;

7.Approval of the adjournment of the Annual Meeting, if necessary or advisable, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes to approve the foregoing proposals; and

8.Transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The Annual Meeting will be a completely virtual meeting of stockholders. To listen to the Annual Meeting or submit questions or vote during the Annual Meeting via live webcast, please visit www.virtualstockholdermeeting.com/IDEX2023. You will not be acted upon at the meeting and the Board of Directors’ recommendation with regard to each matter; a toll-free number, an e-mail address and a website where shareholders can request a paper or e-mail copy of our Proxy Statement and form of proxy card and our 2015 Annual Report on Form 10-K; information on how to access their proxy card; and information on how to attend the meeting and vote in person.

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     Whether or not you planable to attend the Annual Meeting youin person.

This notice of meeting, Proxy Statement, proxy card, and copy of the Annual Report for the year ended December 31, 2022 (“Annual Report”) are urgedbeing distributed to stockholders on or about [ ], 2023. The foregoing items of business are more fully described in the attached Proxy Statement. Stockholders of record at the close of business on [ ], 2023, the record date, are entitled to notice of and to vote by proxy in accordance withat the instructions included in the Notice of Internet Availability of Proxy Materials. Any shareholder attending the Annual Meeting may vote in person even if he or she has voted by proxy.annual meeting and any adjournment thereof.

 BY ORDER OF THE BOARD OF
DIRECTORS
  
 Alfred P. Poor
 
Bruno Wu
ChairmanChief Executive Officer

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL

FOR THE ANNUAL MEETING TO BE HELD ON JUNE 27, 2016[
], 2023

The Notice of Meeting, Proxy Statement, Proxy Card and Annual Report are available on the internet at:

www.proxyvote.com

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YOU ON DEMAND HOLDINGS,

IDEANOMICS, INC.

375 Greenwich Street, Suite 516,
New York, New York 10013

PROXY STATEMENT

2016

2023 ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

 

The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of YOU On Demand Holdings,Ideanomics, Inc., a Nevada corporation (“we,” “us,” the “Company” or “YOU On Demand”“Ideanomics”), for use at the Annual Meeting of ShareholdersStockholders to be held on on June 27, 2016,[ ], 2023, at 9:3010:00, AM, local time (PRC(New York Time), at Grand Millennium Beijing, 7 Dong San Huan Middle Road, Chaoyang District, Beijing 100020, China, or at any adjournment or postponement thereof, for. In light of the purposes set forth hereinCOVID-19 pandemic, to support the health and well-being of our stockholders, employees, and directors, and taking into account recent federal, state, and local guidance, the Annual Meeting will be held in a virtual meeting format only, via live webcast on the Internet, with no physical in-person meeting. You will be able to attend and participate in the accompanying Notice of Annual Meeting of Shareholders (the “Annual Meeting”).online by visiting www.virtualstockholdermeeting.com/IDEX2023, where you will be able to listen to the meeting live, submit questions, and vote. We encourage you to vote your shares prior to the Annual Meeting. Our telephone number at our principal executive offices is (212) 206-1216.

 We intend to mail a Notice of Internet Availability of Proxy Materials (sometimes referred to as the “Notice”) and to make this proxy statement and YOU On Demand’s Annual Report for the year ending December 31, 2015, available to our shareholders of record entitled to vote at the Annual Meeting on or about [ ], 2016.

INFORMATION CONCERNING SOLICITATION AND VOTING

Record Date and Share Ownership

 Shareholders

Stockholders of record at the close of business on May 6, 2016,[ ], 2023, which date is referred to herein as the record date, are entitled to notice of and to vote at the Annual Meeting. As of the record date: [ ] shares of our common stock, par value $0.001 per share (“Common Stock”) were issued and outstanding and held of record by approximately [ ] shareholdersstockholders of record, with each of those shares being entitled to one (1) vote; [ ]7,000,000 shares of our Series A preferred stock, par value $0.001 per share (“Series A Preferred Stock”) were issued and outstanding and held of record by [ ] shareholdersone (1) stockholder of record, with the holdersholder thereof being entitled to ten (10) votes for each share of Common Stock that is issuable upon conversion of a share of Series A Preferred Stock; and [ ][6,000,000] shares of our Series EB preferred stock, par value $0.001 per share (“Series EB Preferred Stock”) were issued and outstanding and held of record by approximately [ [*] shareholdersstockholders of record, with the holdersholder thereof being entitled to the number of votes equal to the lesser of (i) the number of whole sharesone (1) vote for each share of Common Stock into which suchthat is issuable upon conversion of a share of Series B Preferred Stock; and [1,159,276] shares of our Series EC preferred stock, par value $0.001 per share (“Series C Preferred Stock are convertible at May 6, 2016,Stock”) were issued and outstanding and held of record by [*] stockholders of record, with the record date, and (ii) the number of whole sharesholder thereof being entitled to one (1) vote for each share of Common Stock that is issuable based on theupon conversion price of $3.03, the closing trading pricea share of the Company’s Common Stock as of the end of the trading day immediately preceding the closing date of the financing contemplated by certain Series EC Preferred Stock Purchase Agreement by and among the Company, C Media Limited and certain other purchasers, dated January 31, 2014..

 

A list of these shareholdersstockholders will be available for inspection during ordinary business hours at our principal executive offices located at 372 Greenwich Street,1441 Broadway, Suite 516,5116, New York, New York 10013NY 10018, for at least ten (10) days prior to the Annual Meeting. The list will also be available for inspection during the Annual Meeting.

Effects of abstentions and Broker Non-Votes

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. Under Nevada law, abstentions are considered present and entitled to vote at the Annual Meeting.Meeting and will be counted towards the quorum requirement. However, abstentions are not counted and will not impact the outcome of the votes on any of the proposals.

If you are a beneficial owner of shares held in “street name” and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares does not have the authority to vote on the matter with respect to those shares. This is generally referred to as a “broker non-vote.” Proposal Nos. 2 and 7 are considered “routine” items under the relevant securities exchange rules. The “routine” treatment of these proposals does not affect the seriousness with which we treat it. All other proposals involve matters that are considered “non-routine.” We encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided by such organization.

Voting, Solicitation and Revocability of Proxy

 

If you are a shareholderstockholder of record, you may vote in persononline at the virtual Annual Meeting. We will give you a ballot when you arrive.

 

If you do not wish to vote in person or you will not be attending the virtual Annual Meeting, you may vote by proxy. You may vote by proxy over the Internet, over the telephone or by mail. The procedures for voting by proxy are as follows:

 •        To vote by proxy over the Internet go to the web address listed on the Notice of Internet Availability of Proxy Materials;

·To vote by proxy over the Internet go to the web address listed on the proxy card; or

·To vote by proxy over the telephone, dial the toll-free phone number listed on proxy card under the heading “Vote by Phone” and following the recorded instructions; or

·To 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.

 

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       •        To vote by proxy over the telephone, dial the toll-free phone number listed on the Notice of Internet Availability of Proxy Materials under the heading “Telephone” and following the recorded instructions; or 
       •        To vote by written proxy you must request a printed copy of these proxy materials by mail at no cost to you as indicated on the Notice of Internet Availability of Proxy Materials. Complete, sign and date your proxy card and return it promptly in the envelope.

If your shares are held in the name of a bank, broker, or other nominee, follow the voting instructions on the form you receive from yourour bank, broker, or other nominee.

 

In order to ensure that your vote is counted, please submit your proxy card, properly signed, and the shares represented will be voted in accordance with your directions. You can specify your choices by marking the appropriate boxes on the proxy card. If your proxy card is submitted without specifying choices, the shares will be voted in line with the Board’s recommendationsrecommendation for Proposals 1 2 and 3.through 9.

 

You may revoke your proxy at any time before it is voted at the Annual Meeting by executing a later-voted proxy by mail, by voting by ballot at the Annual Meeting, or by providing written notice of the revocation to our Secretary at our principal executive offices.

 

IMPORTANT:All shareholdersstockholders are cordially invited to attend the virtual Annual Meeting in person.Meeting. To assure your representation at the Annual Meeting, you are urged to vote your shares by urged to vote by proxy in accordance with the instructions included inon the Notice of Internet Availability of Proxy Materials.proxy card. Any shareholderstockholder attending the virtual Annual Meeting may vote in person even if he or she submitted a proxy. However, if a shareholder’sstockholder’s shares are held of record by a broker, bank, or other nominee and the shareholderstockholder wishes to vote at the Annual Meeting, the shareholderstockholder must obtain from the record holder a proxy issued in his or her name.

 

Your vote is important. Accordingly, regardless of whether you plan to attend the Annual Meeting, you are urged to vote by proxy in accordance with the instructions included inon the Notice of Internet Availability of Proxy Materials.proxy card.

 

Attendance at the Annual Meeting is generally limited to our shareholdersstockholders and their authorized representatives. All shareholders must bring an acceptable form of identification, such as a driver’s license, in orderAny stockholder may listen to attend the Annual Meeting in person. In addition, ifvia live webcast at www.virtualstockholdermeeting.com/IDEX2023. The webcast will begin on [ ], 2023 10:00 AM, local time (New York Time). To enter the meeting, please have your 16-digit control number, which is available on your proxy card or voting instruction form. If you hold stock in “street name” and would likedo not have your 16-digit control number please contact your bank, brokerage firm, or follow the instructions on how to attendparticipate at www.virtualstockholdermeeting.com/IDEX2023. On the day of the Annual Meeting, if you will need to bring an account statement or other acceptable evidence of ownership of shares asencounter any difficulties accessing the live webcast of the close of businessAnnual Meeting or during the Annual Meeting, please call the technical support number that will be posted on the record date, however, those who hold shares in “street name” cannot vote their shares at the meeting. If your shares are held in “street name” in a brokerage account by a bank, broker or by another nominee, you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, bank or nominee how to vote and you also are invited to attend thelog-in page for our virtual Annual Meeting. However, because a beneficial owner is not the shareholder of record, you may not vote these shares in person at the meeting unless you obtain a legal proxy from the bank, broker, or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.Meeting for assistance.

 

If you do attend, you may vote by ballot at the Annual Meeting, thereby canceling any proxy previously given. However, attendance at the Annual Meeting will not revoke a proxy unless you actually vote in person at the virtual Annual Meeting.

 

In the event that any matter not described in this Proxy Statement properly comes before the Annual Meeting, the proxy holders named in the accompanying proxy will vote the shares represented by the proxy in their discretion. As of the date of this Proxy Statement, we are not aware of any other matter that might be presented at the Annual Meeting.

 

The presence in personat the virtual Annual Meeting or by proxy of the holders of thirty-three and one-third percent (33 1/3%) of the Common stock, the Series A Preferred Stockshares issued and the Series E Preferred Stockoutstanding and entitled to cast a majority of all the votes entitled tovote shall be cast at the Annual Meeting is necessary and sufficient to constitute a quorum.quorum for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or Bylaws. If, however, such quorum shall not be present or represented at any meeting of the Annual Meeting,stockholders, the shareholderschair of the meeting or the stockholders entitled to vote thereat, present in person, or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholderstockholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

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Assuming a quorum is present, under Nevada law, and our Articles of Incorporation, as amended, (the “Articles of Incorporation”) and our Second Amended and Restated Bylaws, as amended (the “Bylaws”), with respect to Proposal 1(a) and 1(b)No. 1, 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 for Proposal 1(a)No. 1, the seven (7)five (5) candidates receiving the highest number of affirmative votes of the issued and outstanding Common Stock and Series A Preferred Stock, Series B Preferred Stock and Series EC Preferred Stock, voting together as a single class on an as-converted basis at the Annual Meeting and for Proposal 1 (b) the one receiving the highest number of affirmative votes of the issued and outstanding Series E Preferred Stock, voting together as a separate class, will be elected as directors.Meeting. 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 shareholderstockholder properly withheld authority to vote for such nominee will not be counted toward that nominee’s achievement of a plurality. With respect to Proposals 2, the affirmative vote

Assuming a quorum is present, under Nevada law, our Articles of the holders of at least a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting is required to approve Proposal 2. WithIncorporation, and our Bylaws, with respect to Proposal 3, the affirmative vote of the holders of at least a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting is requiredNo. 2 through 6, to approve Proposal 3.

     The inspectoreach of election appointed for the Annual Meeting will determine the existence of a quorum and will tabulate the votes cast at the Annual Meeting. For purposes of determining the presence of a quorum, abstentions and broker “non-votes” (shares held by a bank, broker or other nominee that does not have the authority, either express or discretionary, to vote on a particular matter) will be counted by us as present at the Annual Meeting. Abstentions and broker non-votes, however, do not technically constitute a “vote cast” (affirmatively or negatively) on any matter and thus will be disregarded in the calculation of votes cast and whether shareholder approval of the matter has been obtained. Therefore, an abstention or broker non-vote will not have the effect of a vote for or against the proposal and will not be counted in determiningsuch proposals, the number of votes required for approval, though they will be counted as present atcast in favor of such proposal need to exceed the Annual Meetingnumber of votes cast in determining the presenceopposition of a quorum.such proposal.

 

Under the NASDAQcurrent NYSE rules regulating banks, brokers, or other nominees and under applicable rules of the U.S. Securities and Exchange Commission or the Commission, brokers, banks, or other nominees that have not received voting instructions from a customer ten days prior to the meeting date may only vote the customer’s shares in discretion of the bank, broker or other nominee on proposals regarding “routine” matters, which in most cases includes the ratification of the appointment of the independent registered public accounting firm. However, without your specific instructions, your bank, broker, or other nominee may not vote your shares in the election of directors.

 

The entire cost of soliciting proxies on behalf of the Board, including the costs of preparing, assembling, printing, and mailing this Proxy Statement, the proxy card, and any additional soliciting materials furnished to stockholders by, or on behalf of, the Company, will be borne by us.the Company. The Company has agreed to pay Morrow Sodali a fee of $22,500 plus associated disbursements and other variable costs. The Company will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain customary claims, liabilities, losses, damages, and expenses. Copies of the Company’s solicitation material will be furnished to banks, brokerage houses, dealers, voting trustees, their respective nominees, and other agents holding shares in their names, which are beneficially owned by others, so that they may forward such solicitation material, including our Annual Report, to beneficial owners. In addition, toif asked, the solicitation of proxies by mail, we may utilize some of the officers and employees (who will receive no compensation in addition to their regular salaries), to solicit proxies personally and by telephone. Currently, we do not intend to retain a solicitation firm to assist in the solicitation of proxies. We may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy materials to their principals and to request authority for the execution of proxies andCompany will reimburse suchthese persons for their reasonable expenses in so doing.forwarding these materials to the beneficial owners.

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MATTERS TO BE CONSIDERED AT

THE ANNUAL MEETING

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

General

 

Our Board consists of one class of directors, which together currently include eightfive members: Bruno Wu,Alfred P. Poor, Shane McMahon, Mingcheng Tao, James S. Cassano, Jerry Fan, Jin Shi, Polly WangAndrea Hayward, and Xuesong Song.Paul Hancock. Effective upon the Annual Meeting, our board will consist of eightfive (5) members. Each director serves from the date of his election until the end of his term and until his successor is elected and qualified.

 

Each of the directors listed above have been nominated as candidates for election as directors, as follows:

Proposal 1(a):1: SevenFive directors, including Bruno Wu,Alfred P. Poor, Shane McMahon, Mingcheng Tao, James S. Cassano, Jerry Fan, Jin ShiAndrea Hayward, and Polly WangPaul Hancock to be elected by the holders of the Company’s Common Stock and Series A Preferred Stock, B, and Series EC Preferred Stock, voting together as a single class.

Proposal 1(b):One director, Xuesong Song, to be elected by the holders of the Company’s Series E Preferred Stock, voting as a separate class.

If elected, the directors will hold office until the next Annual Meeting and until their respective successor is elected and qualified. Unless authority is withheld, the proxies solicited by the board of directors will be voted “FOR” the election of each nominee. Information regarding each director nominee is set forth above under the nominee.caption “DIRECTORS AND EXECUTIVE OFFICERS.” In case thea nominee becomes unavailable for election to the board of directors, an event that is not anticipated, the persons named as proxies, or their substitutes, will have full discretion and authority to vote or refrain from voting for any other candidate in accordance with their judgment.

 

The following paragraphs set forth information regarding the current ages, positions, and business experience of the nominees.

Board Nominees

Bruno WuAlfred P. Poor*

Director Since: January 2016December 2018 Age: 4953

 Mr. Wu has served as our Chairman since January 12, 2016. Mr. Wu

Our Chief Executive Officer is a former Chief Operating Officer at Global Data Sentinel, a cybersecurity company that specializes in identity management, file access control, protected sharing, reporting and tracking, AI and thread response, and backup and recovery. He is the founder, co-chairmanformer President and CEOChief Operating Officer of Sun Seven Stars Media Group Limited, a private media and investment company in China, since 2007. Its predecessor is Sun Media Group Holdings Limited, which was established by Mr. Wu and his spouse in 1999. Mr. Wu served as chairman of Sun Media Group from 1999 to 2007 and was former director of Shanda Group, a private investment group, from 2006 to 2009 and as former co-chairman of Sina Corporation (NASDAQ: SINA)Agendize Services Inc., a Chinese mediacompany with an integrated suite of applications that help businesses generate higher quality leads and Internet services company, from 2001 to 2002. Additionally,improve business efficiency and customer engagement. Mr. Wu served as the chief operating officer for ATV, a free-to-air television broadcaster in Hong Kong, from 1998 to 1999. Mr. Wu serves as a director of Seven Star Works Co Ltd (KOSDAQ:121800) and served as a director of Semir Garment Co. Ltd (SHE:00256) between 2008 and 2012. Mr. Wu received a Ph.D. from the School of International Relations and Public Affairs at Fudan University in 2001 and prior to that received an M.A. in International Relations from Washington University, a B.A. in Business Management from Culver-Stockton College of Missouri and a diploma in Superior Studies in French Literature from the School of French Language and Literature at the University of Savoie in Chambery, France.

     Mr. WuPoor is a leading media investorclient-focused and entrepreneurprofitability-driven management executive with experience in helping Chinese mediaa track record of success at both rapidly-growing technology companies achieve business transformation, operational and financial performance improvement and sustainable business growth. large, multi-national, organizations.

In light of our business and structure, Mr. Wu’sPoor’s extensive executive industryexperience and managementhis educational background led us to the conclusion that he should serve as a director of our Company.

Shane McMahon

Director Since: July 2010 Age: 53

Mr. McMahon was appointed Executive Chairman as of July 23, 2021. He was Vice Chairman from January 12, 2016 to the date of his appointment as Executive Chairman and was our Chairman from July 2010 to January 2016. Prior to joining us, from 2000 to December 31, 2009, Mr. McMahon served in various executive level positions with World Wrestling Entertainment, Inc. (NYSE: WWE). Mr. McMahon also sits on the Boards of Directors of International Sports Management (USA) Inc., a Delaware corporation, and Global Power of Literacy, a New York not-for-profit corporation.

Mr. McMahon has significant marketing and promotion experience and has been instrumental in exploiting content programming on a global basis. In light of our business and structure, Mr. McMahon’s extensive executive and industry experience led us to the conclusion that he should serve as a director of our Company.

_________________________________________
*Indicates Independent Director/Nominee.

4James S. Cassano

Shane McMahon

Director Since: January 2008 Age: 77

Mr. Cassano was appointed Vice Chairman of the Company effective as of July 201023, 2021 and has been a director since January 11, 2008. From December 2009 through December 2021, Mr. Cassano served as a Partner and Chief Financial Officer of CoActive Health Solutions, LLC, a worldwide contract research organization, supporting the pharmaceutical and biotechnology industries. From February 2005 to December 2009 Mr. Cassano served as a General Partner of Jaguar Capital Partners, a private equity firm he co-founded, focused on investments in financial payments, electronic media and entertainment. During this period, Mr. Cassano served as executive vice president, chief financial officer, secretary, and director of Jaguar Acquisition Corporation a Delaware corporation (OTCBB: JGAC), a blank check company, from its formation in June 2005. through its acquisition of three cable television companies in the People’s Republic of China in 2007. In June 1998, Mr. Cassano founded New Forum Publishers, an electronic publisher of educational material for secondary schools, and served as its chairman of the Board and chief executive officer until it was sold to Apex Learning, Inc., a company controlled by Warburg Pincus, in August 2003. He remained with Apex until November 2003 in transition as vice president business development and served as a consultant to the company through February 2004. In June 1995, Mr. Cassano co-founded Advantix, Inc., an electronic ticketing software and transaction services company providing ticketing services to venues throughout the United States, the UK and Europe, serving as chairman and chief executive officer. Advantix was subsequently renamed Tickets.com and went public through an IPO in 1999. From March 1987 to June 1995, Mr. Cassano served as senior vice president and chief financial officer of the Hill Group, Inc., a privately-held engineering and consulting organization, and from February 1986 to March 1987, Mr. Cassano served as vice president of investments and acquisitions for Safeguard Scientifics, Inc., a public venture development company. From May 1973 to February 1986, Mr. Cassano served as partner and director of Strategic Management Services (Europe) for the strategy and organization practice area of Hay Associates. Mr. Cassano received a B.S. in Aeronautics and Astronautics from Purdue University and an M.B.A. from Wharton Graduate School at the University of Pennsylvania.

Mr. Cassano has significant senior management experience, including service as chief executive officer, executive vice president, chief financial officer, secretary, and director. In light of our business and structure, Mr. Cassano’s extensive executive experience and his educational background led us to the conclusion that he should serve as a director of our Company.

Andrea Hayward

Director Since: May 2023 Age: 56

On April 18, 2023, Ideanomics, Inc. appointed Andrea Hayward as an independent director of the Company and as a member of the Audit Committee and Compensation Committee of the board, to be effective as of May 15, 2023. Ms. Hayward worked for over 31 years at United Parcel Service, where she has delivered specialized supply chain and logistics services on a global scale. Most recently, she served as Vice President of U.S. Network and Vice President of Transportation Technology, where she led over 8,000 employees with a business unit P&L of $1.5 billion. She served as a board member of the Quad County Urban League in Aurora Illinois, providing strategic direction and operational oversight to an organization that supports economic development and social equity for those who are disadvantaged. Additionally, she is a former academic advisor for the supply chain department at Governors State University in University Park, Illinois. Other activities included UPS leadership committees - leading their Seasonality Committee and serving as a member of their Women in Operations, Advanced Technology, and Emergency Crisis committees. Ms. Hayward begins her service as an independent director of the Company on May 15, 2023.

Paul Hancock

Director Since: September 2023 Age: 46

On August 24, 2023, the board of directors appointed Paul Hancock as an independent director of the Company and as a member of the Audit Committee and Compensation Committee of the board, to be effective as of September 1, 2023. Most recently, Mr. Hancock has served as Vice President, Deputy CEO & CFO of InoBat AS, a company that specializes in the research, development, production, recycling, and final disposal of custom-designed innovative electric batteries, and he has over 25 years of experience in corporate finance, financial control and strategic planning. From March 2016 to June 2021, Mr. Hancock previously held the position of Deputy Chief Financial Officer at Aston Martin Lagonda, the Iconic British manufacturer of luxury sports cars. Before that, Paul held various director positions at Doncaster Group, a leading international manufacturer of high-precision alloy components. Paul has served as Head of Finance at Ricardo, global engineering, environmental and strategic consultancy and has also worked as a Management Consultant at both Deloitte and IBM. Paul holds a Bachelor of Science Degree in Mathematics, Statistics and Computing and is a member of the Chartered Institute of Management Accountant.

Except as noted above, the above persons do not hold any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act.

Our Board is responsible for supervision of the overall affairs of the Company.

There are no family relationships between any of the executive officers and directors.

Vote Required

Directors are elected by a plurality of the votes cast in person or by proxy at the annual meeting of stockholders and entitled to vote on the election of directors. “Plurality” means that the nominees receiving the greatest number of affirmative votes will be elected as directors, up to the number of directors to be chosen at the meeting. Broker non-votes will not affect the outcome of the election of directors because brokers do not have discretion to cast votes on this proposal without instruction from the beneficial owner of the shares.

Recommendation of Our Board

Our Board recommends that the Company’s stockholders vote FOR the election of each nominee listed in Proposal No. 1 above.

PROPOSAL NO. 2:

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

BF Borgers CPA PC (“BFB”) was our independent registered public accounting firm for the year ended December 31, 2020. On September 24, 2021, that firm was dismissed. The dismissal of BFB was approved by our Audit Committee. BDO USA, LLP (“BDO”) was appointed our independent registered public accounting firm on September 24, 2021.

During the fiscal years ended December 31, 2020 and 2019 and in the subsequent interim period through September 24, 2021, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with BFB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BFB would have caused BFB to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal years ended December 31, 2020 and 2019 and through September 24, 2021, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The reports by BFB on the Company’s consolidated financial statements for the fiscal years ended December 31, 2020 and 2019 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. For the year ended December 31, 2019, BFB’s report included a report on the effectiveness of the Company’s internal control over financial reporting.

On September 24, 2021, the Company engaged BDO as the Company’s new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2021. The decision to appoint BDO was approved by the Audit Committee. During the fiscal years ended December 31, 2020 and 2019 and through September 24, 2021, neither the Company, nor anyone on its behalf, consulted BDO regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company and no written report or oral advice was provided to the Company by BDO that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1) (iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

On July 21, 2022, the Company dismissed BDO. The dismissal of BDO was approved by the Audit Committee of the Board. BDO did not issue an audit report on the Company’s financial statements for the fiscal year ended December 31, 2021. The Company was advised by BDO of certain events reportable in accordance with Item 304(a)(1)(v) of Regulation S-K in BDO’s letter dated August 4, 2022 (“BDO’s Letter”). A copy of BDO’s Letter is filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2022..

On July 27, 2022, the Company engaged Grassi as the Company’s new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ended December 31, 2022. The decision to appoint Grassi was approved by the Audit Committee. During the fiscal years ended December 31, 2021 and 2020 and through July 27, 2022, neither the Company, nor anyone on its behalf, consulted Grassi regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Grassi that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Stockholder ratification of the appointment of Grassi as our independent registered public accounting firm for the fiscal year ending December 31, 2023 is not required by our Bylaws or otherwise; however, our Board is submitting the appointment of Grassi to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the appointment, our Audit Committee and our Board will reconsider whether or not to retain Grassi. Even if the appointment is ratified, our Board in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interests of us and our stockholders.

A representative of Grassi is expected to attend the Annual Meeting with the opportunity to make a statement if he or she desires to do so and/or respond to appropriate questions from stockholders present at the meeting.

Independent Auditor’s Fees

The following is a summary of the fees billed to the Company by its principal accountants for professional services rendered for the years ended December 31, 2022 and 2021 (in thousands):​

  Year ended December 31, 
  2022  2021 
Audit Fees:        
BF Borgers (BFB)     $1,365 
Grassi $2,559  $1,439 
TOTAL $2,559  $2,804 

“Audit Fees” consisted of the aggregate fees billed for professional services rendered for the audit of our annual consolidated financial statements and the reviews of the interim condensed consolidated financial statements included in our Quarterly Reports on Form 10-Q and for any other services that were normally provided in connection with our statutory and regulatory filings or engagements.

Pre-Approval Policies and Procedures

Under the Sarbanes-Oxley Act, all audit and non-audit services performed by our auditors must be approved in advance by our Audit Committee to assure that such services do not impair the auditors’ independence from us. In accordance with its policies and procedures, our Audit Committee pre-approved the audit services performed by BFB and Grassi for our consolidated financial statements as of and for the year ended December 31, 2022 and 2021.​

Vote Required

Approval of the ratification of Grassi as our independent registered public accounting firm for the fiscal year ending December 31, 2023 requires a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting to vote “FOR” the proposal.

Recommendation of Our Board

Our Board recommends that the stockholders vote FOR the approval of Proposal No. 2, the ratification of the appointment of Grassi as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

PROPOSAL NO. 3:

TO APPROVE THE AMENDMENT AND RESTATEMENT OF OUR 2010 EQUITY INCENTIVE PLAN, A COPY OF SUCH AMENDED AND RESTATED PLAN IS INCLUDED AS APPENDIX A TO THIS INFORMATION STATEMENT (THE “PLAN”), TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE PLAN TO 37,500,000.

Information Regarding the Plan

Reasons for the Adoption of the Plan

There are approximately 7 million shares currently available under the Plan and the board of directors believes that our ability to continue providing non-cash compensation and incentives in the form of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares is crucial to our ability to attract, retain, and motivate talented employees, officers, consultants, and non-employee directors and that the adoption of the Plan is advisable and in our best interests. The Board determined to increase the number of shares reserved and available for issuance under the Plan by 30.5 million shares because it believes that the current number is insufficient for the purposes of the Plan for future issuances. The market for quality personnel is competitive, and the ability to obtain and retain competent personnel is of great importance to the Company’s business operations.

Approval of the Plan

On August 3, 2018, the Board approved and on August 28, 2018 the holders of 40,827,931 of the outstanding votes entitled to vote on the matter, representing 55.12% of the votes of our issued and outstanding voting shares, executed and delivered to the Company the written consents approving the Plan. Accordingly, in compliance with the laws of the State of Nevada and our bylaws a majority of the outstanding voting shares has approved the Plan, and no other vote or proxy is required of the shareholders. At the 2022 annual meeting, our stockholders voted (77%) to increase the number of shares available under the Plan to 120,000,000. After giving effect to the reverse stock split at a ratio of 1-for 125, effective August 25, 2023, the current maximum aggregate number of shares that may be sold under the Plan is 7,000,000 shares of common stock.

Summary of the Material Terms of the Plan

The material terms of the Plan are outlined below. This summary is qualified in its entirety by reference to the complete text of the Plan. Stockholders are urged to read the actual text of the Plan in its entirety, which is set forth as Appendix A to this Information Statement.

Shares Available for Awards

The total number of shares of our common stock that may be subject to awards under the Plan is 120,000,000, which increases the number of shares authorized for issuance under the Plan by 120,000,000 shares. Under the Plan, the terms and number of options or other awards to be granted in the future are to be determined in the discretion of the plan administrator. No determination has been made regarding awards or grants under the Plan or as to the benefits or amounts that will be received by or allocated to our non-employee directors, executive officers, and other eligible employees under the Plan. We do not have any other equity incentive plans.

Eligibility

The persons eligible to receive awards under the Plan consist of our employees, directors, and consultants. There are 84 employees, 5 directors, and 14 consultants currently eligible to receive awards under the Plan.

Administration

The Plan shall be administered by the Board or a committee appointed by the Board, which committee shall be constituted to comply with applicable laws. If and so long as the common stock is registered under Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in selecting the administrator and the membership of any committee acting as administrator the requirements regarding (i) “nonemployee directors” within the meaning of Rule 16b-3 under the Exchange Act;

(ii) “independent directors” as described in the listing requirements for any stock exchange on which Shares are listed; and (iii) Section 15(b)(i) of the Plan if the Company pays salaries for which it claims deductions that are subject to the Code section 162(m) limitation on its U.S. tax returns.

The plan administrator has the full authority to select those individuals eligible to receive awards and the amount and type of awards. Subject to the terms of the Plan, the plan administrator is authorized to select eligible persons to receive awards, determine the type and number of awards to be granted and the number of shares of our common stock to which awards will relate, specify times at which awards will be exercisable or may be settled (including performance conditions that may be required as a condition thereof), set other terms and conditions of awards, prescribe forms of award agreements, interpret and specify rules and regulations relating to the Plan, and make all other determinations that may be necessary or advisable for the administration of the Plan. The plan administrator may amend the terms of outstanding awards, in its discretion; provided that any amendment that adversely affects the rights of the award recipient must receive the approval of such recipient.

Type of Awards. The following types of awards are available for grant under the 2018 Plan: incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares.

Stock Options

Grant of Options. The Committee may award ISOs and NSOs (collectively referred to as “Options”) to grantees. The exercise price per share of an Option will be at least 100% of the fair market value per share of our stock underlying the award on the grant date. The Committee will determine the terms and conditions (including any performance requirements) under which an Option will become exercisable and will include such information in the award agreement.

Special Limitations on ISOs. In the case of a grant of an Option intended to qualify as an ISO to a grantee who owns more than ten percent of the total combined voting power of all classes of our outstanding stock (a “Ten Percent Stockholder”), the exercise price of the Option will not be less than 110% of the fair market value of a share of our stock on the grant date. Additionally, an Option will constitute an ISO only (i) if the grantee is an employee of the Company or a subsidiary of the Company; (ii) to the extent such Option is specifically designated as an ISO in the related award agreement; and (iii) to the extent that the aggregate fair market value (determined at the time the option is granted) of the shares of stock with respect to which all ISOs held by such grantee become exercisable for the first time during any calendar year (under the Plan and all other plans of the grantee’s employer and its affiliates) does not exceed $100,000.

Exercise of Options. An Option may be exercised by the delivery to us of written notice of exercise and payment in full of the exercise price (plus the amount of any taxes which we may be required to withhold). If not exercised, Options will expire at such time as the Committee determines. However, no Option may be exercised more than ten years from the date of grant, or in the case of an ISO held by a Ten Percent Stockholder, not more than five years from the date of grant.

Restricted Stock and Restricted Stock Units. The Committee may award to a participant shares of Common Stock subject to specified restrictions (“restricted stock”). The Committee also may award to a participant-restricted stock units representing the right to receive shares of Common Stock in the future. Shares of restricted stock and restricted stock units are subject to forfeiture if the participant does not meet certain conditions such as continued employment over a specified period and/or the attainment of specified performance targets over such period. The Committee will determine the terms and conditions (including any performance requirements) for each award of restricted stock or restricted stock units and will include such information in the award agreement.

Effect of Certain Transactions. In the event of a change in control of the Company, outstanding awards under the Plan may be subject to accelerated vesting or settlement as provided in the individual award agreements. Upon the occurrence of certain corporate transactions, which may include a change in control, outstanding awards generally will be subject to the terms of the agreement entered into in connection with the transaction, which may provide for the assumption or substitution of awards by the surviving corporation or its parent or subsidiary, for accelerated vesting and accelerated expiration, or for settlement in cash or cash equivalents.

Nontransferability of Awards. Generally, during the lifetime of a grantee, only the grantee may exercise rights under the Plan and no award will be assignable or transferable other than by will or laws of descent and distribution. If authorized in the award agreement, a grantee may transfer, not for value, all or part of an NSO to certain family members (including trusts and foundations for their benefit). Neither restricted stock nor restricted stock units may be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of during the restricted period or prior to the satisfaction of any other restrictions prescribed by the Committee.

Amendment and Termination. Subject to applicable laws and stock exchange listing standards requiring stockholder approval under certain circumstances, our Board of Directors may, at any time, amend or terminate the Plan, provided that no such action may be taken that adversely affects any rights or obligations with respect to any awards previously made under the Plan without the consent of the applicable participants.

Plan Benefits. All grants of awards under the Plan will be discretionary and, therefore, the benefits and amounts that will be received under the Plan are not determinable.

Federal Income Tax Consequences. The following is a summary of the general federal income tax consequences to the Company and to U.S. taxpayers of awards to be granted under the Plan. Tax consequences for any particular individual or under state or non-U.S. tax laws may be different.

NSOs. No taxable income is reportable when a NSO is granted. Upon exercise, generally, the recipient will have ordinary income equal to the fair market value of the underlying shares of stock on the exercise date minus the exercise price. Any gain or loss upon the disposition of the stock received upon exercise will be capital gain or loss to the recipient if the appropriate holding period under federal tax law is met for such treatment.

ISOs. No taxable income is reportable when an ISO is granted or exercised (except for grantees who are subject to the alternative minimum tax, who may be required to recognize income in the year in which the ISO is exercised). If the recipient exercises the ISO and then sells the underlying shares of stock more than two years after the grant date and more than one year after the exercise date, the excess of the sale price over the exercise price will be taxed as long-term capital gain or loss. If the recipient exercises the ISO and sells the shares before the end of the two- or one-year holding periods, he or she generally will have ordinary income at the time of the sale equal to the fair market value of the shares on the exercise date (or the sale price, if less) minus the exercise price of the ISO.

Restricted Stock and Restricted Stock Units. A recipient of restricted stock or restricted stock units will not have taxable income upon the grant unless, in the case of restricted stock, he or she elects to be taxed at that time. Instead, he or she will have ordinary income at the time of vesting equal to the fair market value on the vesting date of the shares (or cash) received minus any amount paid for the shares.

Performance Awards. Typically, a recipient will not have taxable income upon the grant of performance awards. Subsequently, when the conditions and requirements for the grants have been satisfied and the payment determined, any cash received and the fair market value of any common stock received will constitute ordinary income to the recipient.

Tax Effect for the Company. We generally will receive a tax deduction for any ordinary income recognized by a grantee in respect of an award under the Plan (for example, upon the exercise of a NSO). In the case of ISOs that meet the holding period requirements described above, the grantee will not recognize ordinary income; therefore, we will not receive a deduction.

No Appraisal Rights

Our stockholders do not have any “appraisal” or “dissenters” rights in connection with the approval or implementation of the Plan.

Vote Required

Approval of the amendment and restatement of the Plan requires a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting to vote “FOR” the proposal.

Recommendation of Our Board

Our Board recommends that the stockholders vote FOR the approval of Proposal No. 3, the amendment and restatement of the Plan.

PROPOSAL NO. 4

TO APPROVE THE CONVERSION OF SERIES C PREFERRED SHARES INTO COMMON SHARES.

Preferred Series C – Via Motors

On January 24, 2023 (the “Original Issue Date”), an Amended and Restated Agreement and Plan of Merger (the “VIA Merger Agreement”) was executed by and among Ideanomics, Inc., Longboard Merger Corp., VIA Motors International, Inc., and Shareholder Representative Services LLC, as the Stockholders’ Representative. Upon closing of the VIA Merger Agreement, 1,159,276 shares of Series C Convertible Preferred Stock (“Series C Preferred”) were issued to the Via Motors International Shareholders (the “Holders”).

According to the Certificate of Designation of Series C Convertible Preferred Stock of Ideanomics, Inc., each share of Series C Preferred is eligible to convert into twenty (20) shares of Common Stock upon shareholder approval.

On August 25, 2023, a 125:1 reverse split (the “Reverse Split”) became effective on Ideanomics Common Stock. As a result, the issued shares of Series C Preferred remain unchanged, but now eligible to convert into 0.16 shares of Common Stock upon shareholder approval. After the Reverse Split, these shares may be converted by Series C Preferred Holders into 185,484 common shares.

Method of Conversion. Subject to receipt of the Conversion Shareholder Approval, each share of Series C Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date and after the Reverse Split into 0.16 shares of Common Stock. Holders shall effect conversions by providing the Corporation with the form of conversion notice (a "Notice of Conversion"). Each Notice of Conversion shall specify the number of shares of Series C Preferred Stock to be converted, the number of shares of Series C Preferred Stock owned prior to the conversion at issue, the number of shares of Series C Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers such Notice of Conversion to the Corporation (such effective date, the "Conversion Date").

Forced Conversion. In the event the Holders of the Series C Preferred Stock have not exercised the Conversion Rights set forth herein within six (6) months of the SEC first declaring the Series C Preferred registration statement effective (the “Effective Date”) the Series C Preferred Stock shall automatically be converted as if the Holders had exercised their Conversion Rights on the Effective Date.

Effect of Conversion. Shares of Series C Preferred converted into Common Stock shall be canceled and shall not be reissued.

Vote Required

Approval of Proposal No. 4 requires a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting to vote “FOR” the proposal.

Recommendation of Our Board

Our Board recommends that the Company’s stockholders vote FOR the approval of Proposal No. 4.

PROPOSAL NO. 5

APPROVAL OF ISSUANCE OF SECURITIES IN ONE OR MORE NON-PUBLIC OFFERINGS WHERE THE MAXIMUM DISCOUNT AT WHICH SECURITIES WILL BE OFFERED WILL BE EQUIVALENT TO A DISCOUNT OF 20% BELOW THE MARKET PRICE OF OUR COMMON STOCK, IN ACCORDANCE WITH NASDAQ LISTING RULES 5635(b) and 5635(d)

Our common stock is currently listed on the Nasdaq Capital Market and, as such, we are subject to Nasdaq Listing Rules. Pursuant to Nasdaq Listing Rule 5635(b) (“Rule 5635(b)”), stockholder approval is required prior to the issuance of securities that will result in a change of control of a listed company, which for purposes of Nasdaq Listing Rule 5635(b) is generally deemed to occur when an investor or investor group acquires or has the right to acquire 20% or more of a company’s outstanding common stock or voting power and such ownership or voting power would be the largest ownership position. Stockholders should note that a “change of control” as described under Nasdaq Listing Rule 5635(b) applies only with respect to the application of such rule and does not constitute a “change of control” for purposes of Nevada law, our organizational documents, or any other purpose. Nasdaq Listing Rule 5635(d) (“Rule 5635(d)”) requires us to obtain shareholder approval prior to the issuance of our shares of common stock in connection with certain non-public offerings, issued below the “minimum price” for the Company’s shares of common stock as defined in Nasdaq Rule 5635(d), involving the sale, issuance or potential issuance by the Company of shares of Common Stock (and/or securities convertible into or exercisable for Common Stock) equal to 20% or more of the shares of Common Stock outstanding before the issuance. Shares of our Common Stock issuable upon the exercise or conversion of warrants, options, debt instruments, preferred stock or other equity securities issued or granted in such non-public offerings will be considered shares issued in such a transaction in determining whether the 20% limit has been reached, except in certain circumstances such as issuing warrants that are not exercisable for a minimum of six months and have an exercise price that exceeds market value. We may effectuate the approved offerings or transactions in one or more transactions, subject to the limitations herein.

We may seek to raise additional capital to implement our business strategy and enhance our overall capitalization. We have not determined the particular terms for such prospective offerings. Because we may seek additional capital that triggers the requirements of Rules 5635(b) and 5635(d), we are seeking shareholder approval now, so that we will be able to move quickly to take full advantage of any opportunities that may develop in the equity markets.

We hereby submit this Proposal No. 5 to our stockholders for their approval of the potential issuance of shares of our Common Stock, or securities convertible into our Common Stock, in one or more non-public capital-raising transactions, or offerings, subject to the following limitations:

(iii)The maximum discount at which securities will be offered (which may consist of a share of Common Stock and a warrant for the issuance of up to an additional share of Common Stock) will be equivalent to a discount of 20% below the “Minimum Price” as defined by Nasdaq of our shares of Common Stock at the time of issuance in recognition of the limited public float of our traded common stock and historical volatility making the pricing discount of our stock required by investors at any particular time difficult, at this time, to predict. Nasdaq defines the “minimum price” as the lower of (1) the closing price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement or (2) the average closing price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement;

(iv)The aggregate number of shares issued in the offerings will not exceed 10,000,000 shares of our Common Stock, subject to adjustment for any forward stock split effected prior to the offerings (including pursuant to preferred stock, options, warrants, convertible debt or other securities exercisable for or convertible into Common Stock);

(v)The total aggregate consideration will not exceed $50,000,000.

(vi)Such offerings will occur, if at all, on or before December 31, 2023, unless a shorter time is required by Nasdaq; and

(vii)Such other terms as our board of directors shall deem to be in the best interests of the Company and its stockholders, not inconsistent with the foregoing.

Vote Required

Approval of Proposal No. 5 requires a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting to vote “FOR” the proposal.

Recommendation of Our Board

Our Board recommends that the Company’s stockholders vote FOR the approval of Proposal No. 5.

PROPOSAL NO. 6

APPROVAL OF AN AMENDMENT OF THE COMPANY’S SECOND TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK AND PREFERRED STOCK

General

Our Board has adopted, approved and declared advisable, an amendment to our certificate of incorporation, to increase our authorized shares of (i) common stock from 12,000,000 shares to 1,500,000,000 shares and (ii) preferred stock from 50,000,000 shares to 60,000,000 sahres. Our Board has recommended that this proposed amendment be presented to our stockholders for approval. The amendment to increase our authorized shares will become effective upon the filing of the amendment with the Secretary of State of Nevada.

The text of the proposed form of Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation, which we refer to as the “Certificate of Amendment”, is attached hereto as Appendix [x].

Reasons for Effecting the Increase in Authorized Shares

As of the Record Date, there were approximately 11,993,714 shares of the Company’s common stock issued and outstanding. Thus, approximately 6,286 authorized shares of common stock currently remain available for issuance.

The Board of Directors believes it is in the best interest of the Company and its shareholders to increase the number of authorized shares of common stock to provide the Company with flexibility to issue shares of common stock for general corporate purposes, which could include strategic investments, strategic partnership arrangements, awards or grants under employee equity incentive plans, or equity based financing to support company execution of business strategy. The availability of additional authorized shares of common stock would allow the Company to execute any of these transactions in the future without additional shareholder approval, except as may be required in particular cases by the Company’s Certificate of Incorporation, applicable law or the rules of any stock exchange or other system on which the Company’s securities may then be listed.

●Based on the number of shares of common stock currently authorized for issuance under its Certificate of Incorporation, the Company does not have enough shares available to sell to a third party that might be interested in making a strategic investment in the Company without shareholder approval, which may make it difficult to engage in such a transaction in timely manner.

●Additionally, the Company does not have shares available to issue options or restricted stock to employees, and unless the proposal to increase the number of authorized shares is approved, it will continue to be difficult to hire and retain key talent to help complete a sale of the Company or other strategic alternative due to the inability to offer any equity-based compensation.

●Finally, the Company would be unable to raise additional cash through the sale of common stock without stockholder approval if shares are not available.

The Board of Directors believes it would be in the best interests of the Company and its shareholders to have shares of common stock available for any of these purposes, if needed. Although the Company may require raising additional capital to fund its operations in the future, which may involve the issuance of common stock, it currently has no transactions pending.

Effects of the Increase in Authorized Common Stock

Approving the amendment to increase the authorized number of shares of the Company’s common stock will not result in any dilution to current shareholders unless and until the Company issues such additional shares in the future. The Board of Directors selected the size of the proposed increase to provide the Company with sufficient authorized shares for use for any of the purposes described above, including any necessary financing transactions, as well as to provide it the ability to take advantage of other opportunities that may be available to it that would require the use of shares of common stock without the cost and time that would be needed to seek further amendments to its Certificate of Incorporation.

If this proposal is approved, the newly authorized shares of common stock would have the same rights as the presently authorized shares, including the right to cast one vote per share of common stock. Although the authorization of additional shares would not, in itself, have any effect on the rights of any holder of the Company’s common stock, the future issuance of additional shares of common stock (other than a stock split or dividend) would have the effect of diluting the voting rights and could have the effect of diluting earnings per share and book value per share of existing shareholders.

Potential Anti-takeover Effects of Increase in Authorized Common Stock

In addition to the more traditional uses described above, the Company could issue shares of its stock as a defense against efforts to obtain control of the Company. The Board of Directors does not intend or view the increase in authorized shares of stock as an anti-takeover measure, nor is the Company aware of any effort by any third party to accumulate our securities or obtain control of the Company by means of a merger, tender offer, solicitation in opposition to management or otherwise.

Reasons for Effecting the Increase in Authorized Preferred Shares

As of the Record Date, there were approximately 29,994,600 shares of the Company’s preferred stock issued and outstanding and approximately 165,400 shares of preferred Series C stock reserved for future issuance under the Company’s outstanding options, warrants and preferred stock. Thus, approximately 21,120,000 authorized shares of preferred stock currently remain available for issuance.

The Board of Directors believes it is in the best interest of the Company and its shareholders to increase the number of authorized shares of preferred stock to provide the Company with flexibility to issue shares of preferred stock for general corporate purposes, which could include strategic investments, strategic partnership arrangements, awards or grants under employee equity incentive plans, or equity based financing to support company execution of business strategy. The availability of additional authorized shares of preferred stock would allow the Company to execute any of these transactions in the future without additional shareholder approval, except as may be required in particular cases by the Company’s Certificate of Incorporation, applicable law or the rules of any stock exchange or other system on which the Company’s securities may then be listed.

●Based on the number of shares of preferred stock currently authorized for issuance under its Certificate of Incorporation, the Company does not have enough shares available to sell to a third party that might be interested in making a strategic investment in the Company without shareholder approval, which may make it difficult to engage in such a transaction in timely manner.

●Additionally, the Company does not have shares available to issue options or restricted stock to employees, and unless the proposal to increase the number of authorized shares is approved, it will continue to be difficult to hire and retain key talent to help complete a sale of the Company or other strategic alternative due to the inability to offer any equity-based compensation.

●Finally, the Company would be unable to raise additional cash through the sale of common stock without stockholder approval if shares are not available.

The Board of Directors believes it would be in the best interests of the Company and its shareholders to have shares of preferred stock available for any of these purposes, if needed. Although the Company may require raising additional capital to fund its operations in the future, which may involve the issuance of common stock, it currently has no transactions pending.

Effects of the Increase in Authorized Preferred Stock

Approving the amendment to increase the authorized number of shares of the Company’s preferred stock will not result in any dilution to current shareholders unless and until the Company issues such additional shares in the future. The Board of Directors selected the size of the proposed increase to provide the Company with sufficient authorized shares for use for any of the purposes described above, including any necessary financing transactions, as well as to provide it the ability to take advantage of other opportunities that may be available to it that would require the use of shares of preferred stock without the cost and time that would be needed to seek further amendments to its Certificate of Incorporation.

If this proposal is approved, the newly authorized shares of preferred stock would have the same rights as the presently authorized shares, including the right to cast one vote per share of common stock. Although the authorization of additional shares would not, in itself, have any effect on the rights of any holder of the Company’s common stock, the future issuance of additional shares of preferred stock (other than a stock split or dividend) would have the effect of diluting the voting rights and could have the effect of diluting earnings per share and book value per share of existing shareholders.

Potential Anti-takeover Effects of Increase in Authorized Preferred Stock

In addition to the more traditional uses described above, the Company could issue shares of its stock as a defense against efforts to obtain control of the Company. The Board of Directors does not intend or view the increase in authorized shares of stock as an anti-takeover measure, nor is the Company aware of any effort by any third party to accumulate our securities or obtain control of the Company by means of a merger, tender offer, solicitation in opposition to management or otherwise.

Vote Required

Approval of Proposal No. 6 requires a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting to vote “FOR” the proposal.

Recommendation of Our Board

Our Board recommends that the Company’s stockholders vote FOR the approval of Proposal No. 6.

PROPOSAL NO. 7:

AUTHORIZATION TO ADJOURN THE ANNUAL MEETING

If the Annual Meeting is convened and a quorum is present, but there are not sufficient votes to approve the foregoing proposals described in the Proxy Statement, the Company may move to adjourn the Annual Meeting at that time in order to enable our Board of Directors to solicit additional proxies.

In this Proposal No. 8, we are asking our stockholders to authorize the Company to adjourn the Annual Meeting to another time and place, if necessary or advisable, to solicit additional proxies in the event that there are not sufficient votes to approve the forgoing proposals, each as described in the Proxy Statement. If our stockholders approve this Proposal No. 8, we could adjourn the Annual Meeting and any adjourned session of the Annual Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from our stockholders that have previously voted. Among other things, approval of this proposal could mean that even if we had received proxies representing a sufficient number of votes to defeat the forgoing proposals, we could adjourn the Annual Meeting without a vote on such proposals and seek to convince our stockholders to change their votes in favor of such proposals.

If it is necessary or advisable to adjourn the Annual Meeting, no notice of the adjourned meeting is required to be given to our stockholders, other than an announcement at the Annual Meeting of the time and place to which the Annual Meeting is adjourned, so long as the meeting is adjourned for 45 days or less and no new record date is fixed for the adjourned meeting. At the adjourned meeting, we may transact any business which might have been transacted at the original meeting.

Vote Required

Approval of this resolution requires the holders of a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting to vote “FOR” the proposal.

Board Recommendation

Our Board unanimously recommends a “FOR” vote for this proposal to authorize the adjournment of the Annual Meeting.

EXECUTIVE OFFICERS, DIRECTORS, AND CORPORATE GOVERNANCE


Directors and Executive Officers.

The following sets forth the name and position of each of our current executive officers and directors as of the filing date of this Annual Report.

NameAgePosition
Shane McMahon53Executive Chair
Alfred P. Poor53Chief Executive Officer and Director
Scott Morrison53Chief Financial Officer
James S. Cassano77Director
Andrea Hayward57Director

Mr. Shane McMahon. Mr. McMahon was appointed ViceExecutive Chairman as of July 23, 2021, previously he was Vice Chairman from January 12, 2016 to the date of his appointment as Executive Chairman and was previously our Chairman from July 2010 to January 2016. Prior to joining us, from 2000 to December 31, 2009, Mr. McMahon served in various executive level positions with World Wrestling Entertainment, Inc. (NYSE: WWE). Mr. McMahon also sits on the Boards of Directors of International Sports Management (USA) Inc., a Delaware corporation, and Global Power of Literacy, a New York not-for-profit corporation.

 

Mr. McMahon has significant marketing and promotion experience and has been instrumental in exploiting pay-per-view programming on a global basis. In light of our business and structure, Mr. McMahon’s extensive executive and industry experience led us to the conclusion that he should serve as a director of our Company.

Mingcheng TaoAlfred P. Poor.

Director Since: January 2016 Age: 56

     Mr. Tao was appointed as Our Chief Executive Officer is a former Chief Operating Officer at Global Data Sentinel, a cybersecurity company that specializes in identity management, file access control, protected sharing, reporting and tracking, AI and thread response, and backup and recovery. He is the former President and Chief Operating Officer of Agendize Services Inc., a director on January 22, 2016. Prior to joining the Company, from August 2011 tocompany with an integrated suite of applications that help businesses generate higher quality leads, improve business efficiency and customer engagement. Mr. Poor is a client-focused and profitability-driven management executive with a track record of success at both rapidly-growing technology companies and large, multi-national, organizations.

Mr. Scott Morrison. Mr. Morrison was appointed Chief Financial Officer effective April 2015,1, 2023. Previously, Mr. TaoMorrison served as Chief Financial Officer of Wave Charging, LLC, a subsidiary of the Company. Additionally, he held the position of Chief Executive Officer for Evoq Nano, Inc., Finance Director at CRH Americas Materials, Inc. and Director of BesTV Network Television Technology Development Co., Ltd. (SHA:600637), a publicly-listed new media company in China, providing Internet protocol television, over-the-top television, mobile television and Internet video services in China. From October 2010 to July 2011, Mr. Tao served as the President of Shanghai Interactive Television Co., Ltd. And Vice President of Shanghai Television Broadcasting Group Co., Ltd. where he had direct executive management duties in the areas of content acquisition, content production, technology and other services. In 2014, he was nominatedPresident-Finance for the CNBC Asia Business Leaders Award. Mr. Tao holds a BS from Shanghai Jiao Tong University in electrical engineering and an Executive MBA from Fudan University.Honeywell Aerospace.

 

Mr. Tao has significant operational and executive management experience in the content distribution and video on demand space in China, and has significant experience serving in senior executive positions, including chief executive officer. In light of our business and structure, Mr. Tao’s extensive industry and management experience led us to the conclusion that he should serve as a director of our Company.

James S. CassanoCassano.*

Director Since: January 2008 Age: 69

 Mr. Cassano was appointed as directorVice Chairman of the Company effective as of July 23, 2021 and has been a director since January 11, 2008. Mr. Cassano is currently a Partner &and Chief Financial Officer of CoActive Health Solutions, LLC, a worldwide contract research organization, supporting the pharmaceutical and biotechnology industries. Mr. Cassano has served as executive vice president, chief financial officer, secretary and director of Jaguar Acquisition Corporation a Delaware corporation (OTCBB: JGAC), a blank check company, since its formation in June 2005. Mr. Cassano has served as a managingamanaging director of Katalyst LLC, a company which provides certain administrative services to Jaguar Acquisition Corporation, since January 2005. In June 1998, Mr. Cassano founded New Forum Publishers, an electronic publisher of educational material for secondary schools, and served as its chairman of the Board and chief executive officer until it was sold to Apex Learning, Inc., a company controlled by Warburg Pincus, in August 2003. He remained with Apex until November 2003 in transition as vice president business development and served as a consultant to the company through February 2004. In June 1995, Mr. Cassano co-founded Advantix, Inc., a high volume electronic ticketing software and transaction services company which handled event related client and customer payments, that was renamed Tickets.com and went public through an IPO in 1999. From March

1987 to June 1995, Mr. Cassano served as senior vice president and chief financial officer of the Hill Group, Inc., a privately-held engineering and consulting organization, and from February 1986 to March 1987, Mr. Cassano served as vice president of investments and acquisitions for Safeguard Scientifics, Inc., a public venture development company. From May 1973 to February 1986, Mr. Cassano served as partner and director of strategic management services (Europe) for the strategic management group of Hay Associates. Mr. Cassano received a B.S. in Aeronautics and Astronautics from Purdue University and an M.B.A. from Wharton Graduate School at the University of Pennsylvania.

 Mr. Cassano

Ms. Andrea Hayward. On April 18, 2023, Ideanomics, Inc. appointed Andrea Hayward as an independent director of the Company and as a member of the Audit Committee and Compensation Committee of the board, to be effective as of May 15, 2023. Ms. Hayward worked for over 31 years at United Parcel Service, where she has significant senior management experience, includingdelivered specialized supply chain and logistics services on a global scale. Most recently, she served as Vice President of U.S. Network and Vice President of Transportation Technology, where she led over 8,000 employees with a business unit P&L of $1.5 billion. She served as a board member of the Quad County Urban League in Aurora Illinois, providing strategic direction and operational oversight to an organization that supports economic development and social equity for those who are disadvantaged. Additionally, she is a former academic advisor for the supply chain department at Governors State University in University Park, Illinois. Other activities included UPS leadership committees - leading their Seasonality Committee and serving as a member of their Women in Operations, Advanced Technology, and Emergency Crisis committees. Ms. Hayward begins her service as chief executive officer, executive vice president, chief financial officer, secretary and director. In light of our business and structure, Mr. Cassano’s extensive executive experience and his educational background led us to the conclusion that he should serve as a director of our Company.

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Jerry Fan*

Director Since: January 2016 Age: 50

     Mr. Fan was appointed asan independent director of the Company on January 12, 2016. Mr. FanMay 15, 2023. She has served as Managing Director and Country Manager for the Greater China region at Analog Devices, Inc. (NASDAQ: ADI), a global semiconductor company since November, 2012. Prior to ADI, Mr. Fan worked for Cisco Systems, Inc. (NASDAQ: CSCO) for 15 years between 1997 and 2012 in a number of senior management roles, including Sales Managing Director for Cisco China, Sale Director for Cisco Australia and Senior Manager for Operations and Strategy for the Cisco Service Provider business based in Hong Kong. Mr. Fan started his career in 1998 working at Fudan University as a faculty member in both teaching and research roles. He graduated from Fudan University with a Computer Science Bachelor degree and an Executive MBA degree from CEIBS (China European International Business School) in 1999.

     Mr. Fan has more than 20 years of experience in top management positions in China and the Asia Pacific region, working for several multinational technology companies. He also has served in senior management positions of several U.S. public companies. In light of our business and structure, Mr. Fan’s extensive industry and business experience and his educational background led us to the conclusion that he should serve as a director of our Company.

Jin Shi*

Director Since: February 2014 Age: 46

     Mr. Shi was appointed as director of the Company in February 2014. Mr. Shi has been a managing partner of Chum Capital Group Limited since 2007, a merchant banking firm that invests in Chinese growth companies and advises them on financings, mergers & acquisitions and restructurings. From 2011 through 2013, Mr. Shi served as the chief executive officer and a director on the board of China Growth Equity Investment Limited, which acquired Pingtan Marine Enterprise Limited in February 2013. From 2010 through 2011, he served as the vice-chairman and a director of the board of China Growth Equity Investment Limited. From 2006 through 2009, Mr. Shi served as the chief executive officer and a director of the board of ChinaGrowth North Acquisition Corporation, which acquired UIB Group Limited in January 2009, the second largest insurance brokerage firm in China. From 2006 through 2009, Mr. Shi also served as the chief financial officer and a director of the board of ChinaGrowth South Acquisition Corporation, which acquired Olympia Media Holdings Ltd. in January 2009, the largest privately-owned newspaper aggregator and operator in China. Mr. Shi has also been the chairman of Shanghai RayChem Industries Co., Ltd., a research & development based active pharmaceutical ingredient producer, since he founded the company in 2005. Mr. Shi is also the president of PharmaSource Inc., a company he founded in 1997. Mr. Shi received an EMBA from Guanghua School of Management, Peking University and a BS degree in Chemical Engineering from Tianjin University.

     Mr. Shi provides our Board with significant executive-level leadership expertise as well as extensive experience as directors of various companies. In light of our business and structure, Mr. Shi’s business experience and education background led us to the conclusion that he should serve as a director of our Company.

Polly Wang*

Director Since: January 2016 Age: 50

     Ms. Wang was appointed as director of the Company on January 22, 2016. Ms. Wang currently serves as Chief Operating Officer at Sun Seven Stars Media Group, a private media and investment company in China, since May 2014. Prior to that, she was Greater China VP at Cisco Systems, Inc. (NASDAQ:CSCO), responsible for operations and business development in the Cable, Media and Entertainment business segments. Ms. Wang held various positions with Cisco between August 1996 and October 2013. Ms. Wang has more than 25 years of experience in the Telecom and Media industry, where she has held various key positions in several multinational corporations, including IBM and Cisco. Ms. Wang graduated from National Chiao Tung University and Taiwan University with a Master’s degree in Computer Engineering.

     Ms. Wang has more than 25 years of experience in the Telecom and Media industry where she has held various key positions in multinational companies. In light of our business and structure, Ms. Wang’s extensive operational, marketing and strategic planning experience led us to the conclusion that she should service as director of our Company.

6

Xuesong Song

Director Since: July 2013 Age: 47

     Mr. Song was appointed as our Executive Chairman in February 2014 and as a member of our Board of Directors on July 5, 2013. Mr. Song currently serves as the chairman of the board of directors and chief executive officer of C Media Limited and the chairman of the board of directors and chief financial officer of China Growth Equity Investment Ltd., positions he has held since the company’s inception in January 2010. From May 2006 through January 2009, Mr. Song served as the chairman of ChinaGrowth North Acquisition Corporation, a special purpose acquisition company, which acquired UIB Group Limited in January 2009, the second largest insurance brokerage firm in China. Following the acquisition, Mr. Song served as a director of UIB Group Limited from January 2009 through May 2010. From May 2006 through January 2009, Mr. Song also served as the executive vice president of business developmentRehrig Pacific Company and a director of the board of ChinaGrowth South Acquisition Corporation, a special purpose acquisition company, which acquired Olympia Media Holdings Ltd. In January 2009, the largest privately owned newspaper aggregator and operator in China. Mr. Song has been a principal of Chum Capital Group Limited since August 2001, a merchant banking firm that invests in growth Chinese companies and advises them in financings, mergers & acquisitions and restructurings, and chief executive officer of Beijing Chum Investment Co., Ltd. since December 2001. From April 2005 to May 2010, Mr. Song served as the chairman and chief executive officer of Shanghai Jinqiaotong Enterprise Developments Corporation Ltd., a direct investment company. Mr. Song has also served as a director of Mobile Vision Communication Ltd. Since July 2004. Mr. Song received his M.B.A. from Oklahoma City/Tianjin Program and an Associate’s Degree in electrical engineering from Civil Aviation University of China.Atlanta CASA.

 Mr. Song has significant senior executive experience including roles as Chairman and Chief Executive Officers of various companies and provides the Board with financial and strategic planning expertise. In light

There are no agreements or understandings between any of our businessexecutive officers or directors and structure, Mr. Song’s extensive executive experience led us to the conclusion that he should serve as a director of our Company.

     Except as noted above, the above persons do not hold any other directorships in any company with a class of securities registered pursuantpersons to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act.

Vote Required

     The election of the nominees listed in Proposal 1(a) requires a plurality of the issued and outstanding Common Stock, Series A Preferred Stock and Series E Preferred Stock, entitled to vote and voting together as a single class on an as-converted basisresign at the Annual Meeting vote “FOR” the proposal.

     The electionrequest of the nominees listed in Proposal 1(b) requires a pluralityanother such other person and to act on behalf of the issued and outstanding Series E Preferred Stock, entitled to vote and voting together as a separate classor at the Annual Meeting vote “FOR” the proposal.

Recommendationdirection of Our Boardany such other person.

 Our Board recommends that the Company’s shareholders voteFOR the election of the nominees listed in Proposal 1(a)

Directors are elected for one-year term and Proposal 1(b) above.

7

CORPORATE GOVERNANCE

Director Independenceuntil their successors are duly elected and qualified.

 In considering and making decisions as to the independence of each of the directors of the Company, the Board considered transactions and relationships between the Company (and its subsidiaries) and each director (and each member of such director’s immediate family and any entity with which the director or family member has an affiliation such that the director or family member may have a material indirect interest in a transaction or relationship with such entity). The Board has determined that James Cassano, Jin Shi, Jerry Fan, Bruno Wu and Polly Wang are independent as defined in applicable SEC and NASDAQ rules and regulations, and that each constitutes an “Independent Director” as defined in NASDAQ Listing Rule 5605.

Board Leadership Structure and Corporate Governance

 

Our current corporate governance practices and policies are designed to promote shareholder value and we are committed to the highest standards of corporate ethics and diligent compliance with financial accounting and reporting rules. Our Board provides independent leadership in the exercise of its responsibilities. Our management oversees a system of internal controls and compliance with corporate policies and applicable laws and regulations, and our employees operate in a climate of responsibility, candor and integrity.

Corporate Governance Guidelines

 

We and our Board are committed to high standards of corporate governance as an important component in building and maintaining shareholder value. To this end, we regularly review our corporate governance policies and practices to ensure that they are consistent with the high standards of other companies. We also closely monitor guidance issued or proposed by the SEC and the provisions of the Sarbanes-Oxley Act, as well as the emerging best practices of other companies. The current corporate governance guidelines are available on the Company’s website http://corporate.yod.com.www.ideanomics.com. Printed copies of our corporate governance guidelines may be obtained, without charge, by contacting our Corporate Secretary at Office Park, Tower A,1441 Broadway, Suite 2603, 10 Jintong West Road, Chaoyang District, Beijing 100020, China.5116, New York, NY 10018.

The Board and Committees of the Board

 

The Company is governed by the Board that currently consists of eightfour members: Bruno Wu, Shane McMahon, Mingcheng Tao,Alfred Poor, James S. Cassano, Jerry Fan, Jin Shi, Polly Wang and Xuesong Song. Effective upon the Annual Meeting, our Board will consist of eight members: Bruno Wu, Shane McMahon, Mingcheng Tao, James Cassano, Jerry Fan, Jin Shi, Polly Wang and Xuesong Song.Andrea Hayward. The Board has established three Committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. Each of the Audit Committee, Compensation Committee and Nominating and Governance Committee are comprised entirely of independent directors. From time to time, the Board may establish other committees. The Board has adopted a written charter for each of the Committees which are available on the Company’s website http://corporate.yod.com.www.ideanomics.com. Printed copies of these charters may be obtained, without charge, by contacting our Corporate Secretary at Office Park, Tower A,1441 Broadway, Suite 2603, 10 Jintong West Road, Chaoyang District, Beijing 100020, China.5116, New York, NY 10018.

Governance Structure

 

Our Board of Directors is responsible for corporate governance in compliance with reporting laws and for representing the interests of our shareholders. TheAs of the date of this Annual report, the Board is currentlywas composed of eightfive members, fivefour of whom are considered independent, non-executive directors. Details on Board membership, oversight and activity are reported below.

 

We encourage our shareholders to learn more about our Company’s governance practices at our website, http://corporate.yod.com.www.ideanomics.com.

The Board’s Role in Risk Oversight

The Board oversees that the assets of the Company are properly safeguarded, that the appropriate financial and other controls are maintained, and that the Company’s business is conducted wisely and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the Board of Directors’ oversight of the various risks facing the Company. In this regard, the Board seeks to understand and oversee critical business risks. The Board does not view risk in isolation. Risks are considered in virtually every business decision and as part of the Company’s business strategy. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for the Company to be competitive on a global basis and to achieve its objectives.

While the Board oversees risk management, Company management is charged with managing risk. The Company has robust internal processes and a strong internal control environment to identify and manage risks and to communicate with the Board. The Board and the Audit Committee monitor and evaluate the effectiveness of the internal controls and the risk management program at least annually. Management communicates routinely with the Board, Board committees and individual directors on the significant risks identified and how they are being managed. Directors are free to, and indeed often do, communicate directly with senior management.

 

The Board implements its risk oversight function both as a whole and through Committees. Much of the work is delegated to various Committees, which meet regularly and report back to the full Board. All Committees play significant roles in carrying out the risk oversight function. In particular:

•The Audit Committee oversees risks related to the Company’s financial statements, the financial reporting process, accounting and legal matters. The Audit Committee members meet separately with representatives of the independent auditing firm.

•The Compensation Committee evaluates the risks and rewards associated with the Company’s compensation philosophy and programs. The Compensation Committee reviews and approves compensation programs with features that mitigate risk without diminishing the incentive nature of the compensation. Management discusses with the Compensation Committee the procedures that have been put in place to identify and mitigate potential risks in compensation.

Independent Directors

In considering and making decisions as to the independence of each of the directors of the Company, the Board considered transactions and relationships between the Company (and its subsidiaries) and each director (and each member of such director’s immediate family and any entity with which the director or family member has an affiliation such that the director or family member may have a material direct or indirect interest in a transaction or relationship with such entity). The Board has determined that James S. Cassano, Shane McMahon, and Andrea Hayward are independent as defined in applicable SEC and NASDAQ rules and regulations, and that each constitutes an “Independent Director” as defined in NASDAQ Listing Rule 5605.

Audit Committee

Our Audit Committee currently consists of James S. Cassano Jin Shi and Jerry FanAndrea Hayward with Mr. Cassano acting as Chair. The Audit Committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. Mr. Cassano serves as our Audit Committee financial expertexperts as that term is defined by the applicable SEC rules. The

8

Audit Committee is responsible for, among other things:

 

oselecting our independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors;

oreviewing with our independent auditors any audit problems or difficulties and management’s response;

oreviewing and approving all proposed related-party transactions, as defined in Item 404 of Regulation S-K under the Securities Act of 1933, as amended;

odiscussing the annual audited financial statements with management and our independent auditors;

oreviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of significant internal control deficiencies;

oannually reviewing and reassessing the adequacy of our Audit Committee charter;

ooverseeing the work of our independent auditor, including resolution of disagreements between management and the independent auditor regarding financial reporting;

oreporting regularly to and reviewing with the full Board any issues that arise with respect to the quality or integrity of the Company’s financial statements, the performance and independence of the independent auditors and any other matters that the Audit Committee deems appropriate or is requested to review for the benefit of the Board.

The Audit Committee may engage independent counsel and such other advisors it deems necessary to carry out its responsibilities and powers, and, if such counsel or other advisors are engaged, shall determine the compensation or fees payable to such counsel or other advisors. The Audit Committee may form and delegate authority to subcommittees consisting of one or more of its members as the Audit Committee deems appropriate to carry out its responsibilities and exercise its powers.

Compensation Committee

 

Our Compensation Committee currently consists of Jin ShiJames S. Cassano and James CassanoAndrea Hayward with Mr. ShiCassano acting as Chair. Our Compensation Committee assists the Board in reviewing and approving the compensation structure of our directors and executive officers, including all forms of compensation to be provided to our directors and executive officers. The Compensation Committee is responsible for, among other things:

 

The Compensation Committee has sole authority to retain and terminate any consulting firm or other outside advisor to assist the committee in the evaluation of director, chief executive officer or senior executive compensation and other compensation-related matters, including sole authority to approve the firms’ fees and other retention terms. The Compensation Committee may also form and delegate authority to subcommittees consisting of one or more members of the Compensation Committee.

Governance and Nominating Committee

 

Our Governance and Nominating Committee currently consists of Polly WangAndrea Hayward and Jin ShiJames S. Cassano with Mr. ShiAndrea Hayward acting as Chair. The Governance and Nominating Committee assists the Board of Directors in identifying individuals qualified to become our directors and in determining the composition of the Board and its committees. The Governance and Nominating Committee is responsible for, among other things:

 

The Governance and Nominating Committee has sole authority to retain and terminate retain and terminate any search firm that is to be used by the Company to assist in identifying director candidates, including sole authority to approve the firms’ fees and other retention terms. The Governance and Nominating Committee may also form and delegate authority to subcommittees consisting of one or more members of the Governance and Nominating Committee.

9

Director Qualifications

 

Directors are responsible for overseeing the Company’s business consistent with their fiduciary duty to shareholders. This significant responsibility requires highly-skilled individuals with various qualities, attributes and professional experience. The Board believes that there are general requirements for service on the Company’s Board of Directors that are applicable to all directors and that there are other skills and experience that should be represented on the Board as a whole but not necessarily by each director. The Board and the Governance and Nominating Committee of the Board consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs.

Qualifications for All Directors

 

In its assessment of each potential director candidate, including those recommended by shareholders, the Governance and Nominating Committee considers the nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such other factors the Governance and Nominating Committee determines are pertinent in light of the current needs of the Board. The Governance and Nominating Committee also takes into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities to the Company.

 

The Board and the Governance and Nominating Committee require that each director be a recognized person of high integrity with a proven record of success in his or her field. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple cultures and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications required of all directors, the Board assesses intangible qualities including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.

 

The Board does not have a specific diversity policy, but considers diversity of race, ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for Board membership. Diversity is important because a variety of points of view contribute to a more effective decision-making process.

Qualifications, Attributes, Skills and Experience to be Representedrepresented on the Board as a Whole

 

The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in light of the Company’s current needs and business priorities. The Company’s services are performed in areas of future growth located outside of the United States. Accordingly, the Board believes that international experience or specific knowledge of key geographic growth areas and diversity of professional experiences should be represented on the Board. In addition, the Company’s business is multifaceted and involves complex financial transactions. Therefore, the Board believes that the Board should include some directors with a high level of financial literacy and some directors who possess relevant business experience as a Chief Executive Officer or President. Our business involves complex technologies in a highly specialized industry. Therefore, the Board believes that extensive knowledge of the Company’s business and industry should be represented on the Board.

Summary of Qualifications of Current Directors

 For

Set forth below is a summary of qualifications of current directors, please see the section above entitled “Proposal No. 1: Election of Directors — Board Nominees.”

Board’s Role in Risk Oversight

     The Board overseesnarrative disclosure that the assetssummarizes some of the Company are properly safeguarded, thatspecific qualifications, attributes, skills and experiences of our directors. For more detailed information, please refer to the appropriate financialbiographical information for each director set forth above.

Mr. Shane McMahon. Mr. McMahon has significant marketing and other controls are maintained,promotion experience and that the Company’s business is conducted wisely andhas been instrumental in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the Board of Directors’ oversight of the various risks facing the Company. In this regard, the Board seeks to understand and oversee critical business risks. The Board does not view risk in isolation. Risks are considered in virtually every business decision and as part of the Company’s business strategy. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for the Company to be competitiveexploiting pay-per-view programming on a global basisbasis. In light of our business and structure, Mr. McMahon’s extensive executive and industry experience led us to achieve its objectives.

     While the Board oversees risk management, Company management is charged with managing risk. The Company has robust internal processes and a strong internal control environment to identify and manage risks and to communicate with the Board. The Board and the Audit Committee monitor and evaluate the effectiveness of the internal controls and the risk management program at least annually. Management communicates routinely with the Board, Board committees and individual directors on the significant risks identified and how they are being managed. Directors are free to, and indeed often do, communicate directly with senior management.

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     The Board implements its risk oversight function bothconclusion that he should serve as a wholedirector of our Company.

Mr. Alfred P. Poor. Mr. Poor is a client-focused and through Committees. Muchprofitability-driven management executive with a track record of the work is delegated to various Committees, which meet regularlysuccess at both rapidly-growing technology companies and report backlarge, multi-national, organizations. In light of our business and structure, Mr. Poor’s extensive executive experience and his educational background led us to the full Board. All Committees play significant rolesconclusion that he should serve as a director of our Company.

Mr. James S. Cassano. Mr. Cassano has substantial experience as a senior executive in carrying out the risk oversight function.management consulting, corporate development, mergers and acquisitions and start up enterprises across a numerous different industries. In particular:

Committees and Meeting Attendance

     Our Board held 8 meetings and acted 11 times by unanimous written consent in connection with matters related to the fiscal year ended December 31, 2015. Our Board has an Audit Committee,he should serve as a Compensation Committee and a Governance and Nominating Committee. The Audit Committee held 4 meetings and acted 3 times by unanimous written consent in connection with matters related to the fiscal year ended December 31, 2015. The Compensation Committee held one meeting and the Governance and Nominating Committee did not hold any meetings during the fiscal year ended December 31, 2015.

     During 2015, each member of the Board attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the Board on which such person served (during the periods that such person served). Our Bylaws provide that the Executive Chairman (and in his absence, the Chairman) shall preside at all meetingsdirector of our shareholdersCompany.

Ms. Andrea Hayward. Ms. Hayward worked for over 31 years at United Parcel Service, where she has delivered specialized supply chain and the Board. Each director is expected to make reasonable efforts to attend Board meetings, meetings of committees of which such director is a member and the Annual Meetings of Shareholders.

Code of Ethics

     Our Board of Directors adopted a code of business conduct and ethics that applies to our directors, officers, employees and advisors, which became effective in January 2016. We have posted a copy of our code of business conduct and ethics on our website at corporate.yod.com.

Communications by Shareholders with Directors

     The Chairman of our Board may receive and distribute to our Board, and arrange for responses to, communications from shareholders. Shareholders may communicate with any and all of our directors by transmitting correspondence by mail, facsimile or email, addressed as follows:

c/o Corporate Secretary
Office Park, Tower A, Suite 2603
10 Jintong West Road
Chaoyang District, Beijing 100020, China
Email Address: ir@yod.com

     Our Corporate Secretary maintains a log of such communications and transmits as soon as practicable such communications to the Chairman and the identified director addressee(s), unless there are safety or security concerns that mitigate against further transmission of the communications, as determined by the Corporate Secretary. Our Board or individual directors so addressed are advised of any communication withheld for safety or security reasons as soon as practicable. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Board Communication” or “Director Communication.” All such letters must clearly state whether the intended recipients are all members of the Board or just certain specified directors. The Corporate Secretary relays all communications to directors absent safety or security issues.

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PROPOSAL NO. 2:

APPROVAL OF THE ISSUANCE OF (I) UP TO 1,818,182 SHARES OF OUR COMMON STOCK, AT AN EXERCISE PRICE OF $2.75 PER SHARE UNDER 2-YEAR WARRANT HELD BY BEIJING SUN SEVEN STARS CULTURE DEVELOPMENT LIMITED, A PRC COMPANY (“SSS”), (II) 9,208,860 SHARES OF OUR COMMON STOCK ISSUABLE UPON THE CONVERSION OF A PROMISSORY NOTE HELD BY SSS, AND (III) UP TO 15,000,000 SHARES OF OUR COMMON STOCK (5,000,000 SHARES OF OUR COMMON STOCK FOR EACH OF 2016, 2017 AND 2018), WITH THE EXACT AMOUNT BASED ON AN EARN-OUT PROVISION UNDER THE TERMS OF A SHARE PURCHASE AGREEMENT WITH TIANJIN ENTERNET NETWORK TECHNOLOGY LIMITED, A PRC COMPANY (“TIANJIN”), AN AFFILIATE OF SSS, TO THE EXTENT SUCH ISSUANCESWOULD RESULT IN (I) SSS AND ITS AFFILATES ACQUIRING AN AGGREGATE NUMBER OF SHARES OF OUR COMMON STOCK EQUAL TO OR EXCEEDING 20% OF THE OUTSTANDING SHARES OF OUR COMMON STOCK AND (II) HAVE, OR WILL HAVE UPON ISSUANCE, VOTING POWER EQUAL TO OR IN EXCESS OF 20% OF THEVOTING POWER OUTSTANDING.

General

     On November 23, 2015, we entered into definitive agreements for a strategic investment in the Company by SSS. SSS is controlled by the chairman of our Board of Directors, Bruno Wu, and is one of the largest private media and investment conglomerates in China. The strategic investment by Bruno Wu through SSS includes a private placement of equity securities to SSS pursuant to a Securities Purchase Agreement with SSS (the “SSS Securities Purchase”), the licensing-in of content from SSS effective upon closing of the sale of the equity securities pursuant to a Content License Agreement with SSS (the “Content License”), as well as the potential for an affiliate of SSS, Tianjin Enternet Network Technology Limited, a PRC Company (“Tianjin”), to earn additional shares of our common stock if our business achieves certain defined targets, pursuant to a Share Purchase Agreement with Tianjin (the “Tianjin Agreement”).

     The Company believes that combining its capabilities with Mr. Wu’s and SSS’s reputation, worldwide presence, financial strength and media relationships, will greatly enhance the Company’s ability to meet the expanding needs and tastes of China’s paid content consumers, and views the SSS strategic investment as an opportunity to position the Company for growth in the short and long term.

     On December 21, 2015, we entered into an Amended and Restated Securities Purchase Agreement (the “Amended and Restated SSS Purchase Agreement”) which amended and restated the SSS Securities Purchase and a Revised Content License Agreement with SSS (the “Revised Content License”), which amended certain terms of the Content License that was entered into upon closing of the share issuances under the SSS Securities Purchase Agreement. We also entered into an Amended and Restated Share Purchase Agreement (the “Amended and Restated Tianjin Agreement”) with Tianjin, which amended and restated the Tianjin Agreement.

     Currently, SSS has been issued 4,545,454 shares of our common stock under the terms of the Amended and Restated SSS Purchase Agreement, which represents 15.7% of our issued and outstanding common stock (or approximately 10.7% of our issued and outstanding voting capital stock,logistics services on a fully converted basis). Until receiptglobal scale. Most recently, she served as Vice President of the shareholder approval requested by this Proposal 2, the Warrant described below may not be exercisedU.S. Network and the Note described below may not be converted to the extent that such exercise or conversion would result in SSS beneficially owning more than 19.99%Vice President of our issued and outstanding common stock.

     Once the necessary shareholder approval is received, SSS would beneficially own 15,572,497 shares of our common stock or 39.0% of our issued and outstanding common stock after taking into account the Warrant and conversion of the Note (or approximately 27.2% of our then issued and outstanding voting capital stock, on a fully converted basis). In the event that the entire 15,000,000 of earn out shares are received pursuant to the Amended and Restated Tianjin Agreement, SSS and its affiliates will then own 30,572,497 shares of our issued and outstanding common stock after taking into account the Warrant and conversion of the Note, which would represent 55.7% of our then issued and outstanding common stock (or approximately 42.3% of our then issued and outstanding voting capital stock, on a fully converted basis). SSS will also have the right to appoint up to three members of the Company’s Board.

     Copies of the Amended and Restated SSS Purchase Agreement, the Revised Content License and the Amended and Restated Tianjin Agreement are were filed as Exhibits 10.25, 10.26 and 10.27, respectively, to our Annual Report on Form 10-K filed with the SEC on March 30, 2016.

Amended and Restated SSS Purchase Agreement

     Under the Amended and Restated SSS Purchase Agreement, we sold, and SSS purchased, 4,545,454 shares of our common stock for a purchase price of $2.20 per share, or an aggregate of $10.0 million. This resulted in SSS currently owning approximately 15.7% of our common stock and 10.7% of our voting capital stock (based on 28,861,342 shares of common stock issued and outstanding). In addition, SSS received a two-year warrant to acquire an additional 1,818,182 shares of our common stock at an exercise price of $2.75 per share (the “Warrant”). Until receipt of necessary shareholder approvals, the Warrant may not be exercised to the extent that such exercise would result in SSS and its affiliates beneficially owning more than 19.99% of our outstanding common stock. If SSS were to exercise the Warrant, together with the shares acquired pursuant to the Amended and Restated SSS Purchase Agreement, SSS would own 6,363,636 shares of our common stock which would represent 20.7% of our then issued and outstanding common stock (or approximately 13.2% of our then issued and outstanding voting capital stock, on a fully converted basis). Until receipt of shareholder approval requested by this Proposal 2, the Warrant may not be exercised to the extent that such exercise would result in SSS and its affiliates beneficially owning more than 19.99% of the our outstanding common stock.

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     Pursuant to the Amended and Restated SSS Purchase Agreement, the Company also agreed to increase the size of its board of directors from five to eight members, and SSS will have the right to nominate up to three directors, such nomination rights intended to be proportional with its beneficial ownership. Accordingly, until such time as shareholder approval is received to permit exercise of the Warrant, and conversion of the Note (defined and described below), SSS will not have full designation rights. SSS will have such proportional designation rights for so long as it beneficially owns at least 5% of our common stock.

Revised Content License and Note

     Under the Revised Content License, SSS granted us a non-exclusive, royalty-free content distribution right for certain assets valued at approximately $29.1 million, in exchange for a promissory note (the “Note”) that is convertible into 9,208,860 shares of our common stock. The licensed assets include, subject to certain restrictions, the right to (i) license, exhibit, distribute, reproduce, transmit, perform, display and otherwise exploit and make available certain movies and television programs (that the Company currently has no rights to with its own content agreements and arrangements) (the “Titles”) within mainland China, (ii) copy and dub the Titles and make or have made translations of the Titles, (iii) promote each Title in any manner or media, (iv) use the Titles for audience and marketing testing, sponsor/advertiser screening and reference and file purposes and (v) include the Company’s name, trademark and logo in the Titles to identify the Company as the exhibitor of the Titles. Additionally, SSS provided the Company the right of first negotiation on all live-action or animated feature-length movies that SSS develops or obtains the right to license during the term of the Revised Content License.

     The Note has a stated principal amount of $17.7 million, bears interest at the rate of 0.56% per annum and matures May 21, 20161. In the event of default, the Note will become immediately due and payable.

     Until receipt of the shareholder approval requested by this Proposal 2, the Note is not convertible into shares of our common stock to the extent that such conversion would result in SSS beneficially owning more than 19.99% of the Company’s outstanding common stock. Once the necessary shareholder approval is received, the unpaid principal and interest thereon will automatically convert into shares of our common stock.

      Immediately following receipt of shareholder approval, SSS would beneficially own 15,572,497 shares of our common stock which would represent 39.0% of our issued and outstanding common stock after taking into account the Warrant and conversion of the Note (or approximately 27.2% of our then issued and outstanding voting capital stock, on a fully converted basis).

Amended and Restated Tianjin Agreement

     As discussed above, the Company believes that combining its capabilities with Mr. Wu’s and SSS’s reputation, worldwide presence, financial strength and media relationships, will greatly enhance the Company’s ability to meet the expanding needs and tastes of China’s paid content consumers and position the Company for growth in the short and long term. Accordingly, in order to provide additional value to SSS, while potentially benefiting from favorable tax treatment in the Tianjin free-economic zone, SSS and the Company agreed to provide for the payment of consideration in the form of common stock to an affiliate of SSS, Tianjin, pursuant to the Tianjin Agreement so long as certain defined contractual thresholds pertaining to its business objectives are achieved.

     Pursuant to the terms of the Amended and Restated Tianjin Agreement, on December 21, 2015, Tianjin contributed 100% of the equity interests of Tianjin Sevenstarsflix NetworkTransportation Technology, Limited, a PRC company (“SSF”), a newly-formed subsidiary of Tianjin to the Company. SSF will offer a branded pay content service delivered to consumers ubiquitously through all its platform partners, will track and share consumer payments and other behavior data, will operate a customer management and data-based service and will develop mobile social TV-based customer management portals.

______________
1 The maturity date of the Note will be extended to a date shortly beyond the date of the Annual Meeting prior to our filing of the definitive proxy statement.

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     In exchange for the sale of the equity interest in SSF and subject to certain conditions, Tianjin will receive shares of our common stockwhere she led over three years, with the exact amount based on an earn-out provision, such amounts not to exceed 5.0 million shares of our common stock for each of 2016, 2017 and 2018 (the “Earn-Out Share Award”). Pursuant to the earn-out provision, Tianjin may receive up to 5.0 million shares of our common stock for each of 2016, 2017 and 2018 if either (i) the number of homes and/or users subscribing to one or more of the content services provided by SSF (the “Homes/Users Passed”) is greater than or equal to the earn-out Homes/Users Passed threshold or (ii) the net income of SSF’s business is greater than or equal to the earn-out net income threshold. The target thresholds for the year ending December 31, 2016 are either 50.0 million Homes/Users Passed or $4.0 million net income. The target thresholds for the year ending December 31, 2017 are either 100.0 million Homes/Users Passed or $6.0 million net income. The target thresholds for the year ending December 31, 2018 are either 150.0 million Homes/Users Passed or $8.0 million net income.

     The issuance of an Earn-Out Share Award is subject to the receipt of approval from either (i) the holders of a majority of the total votes cast in person or by proxy at a meeting of the Company’s shareholders or (ii) the holders of a majority of the outstanding voting securities of the Company entitled to vote on the relevant matters, if such action is taken by written consent (the “Earn-Out Required Vote”). In the event the Company has not obtained the Earn-Out Required Vote but Tianjin has met one of the target thresholds described above, the Company will not issue an Earn-Out Share Award to Tianjin, but instead will issue to Tianjin a Promissory Note (the “Tianjin Note”),8,000 employees with a principal amount equal to the quotient obtained by multiplying 5.0 million by the Company’s applicable stock price as defined in the Tianjin Note (the formbusiness unit P&L of which is included as an exhibit to the Amended and Restated Tianjin Agreement).$1.5 billion.

 In the event that the entire 15,000,000 of earn out shares are received pursuant to the Amended and Restated Tianjin Agreement, SSS and its affiliates will then own 30,572,497 shares of our common stock and would beneficially own 55.7% of our issued and outstanding common stock after taking into account the Warrants and conversion of the Note (or approximately 42.3% of our then issued and outstanding voting capital stock, on a fully converted basis).

Bylaws AmendmentFamily Relationships

 In connection with the approval of the entry into the SSS strategic investment transaction described above, our Bylaws were amended in November 2015 with the consent of the holder of a majority of the Series E Preferred Stock to exempt the Company from provisions 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes Sections. These provisions, if not disapplied, would give a minority shareholder the ability to limit the acquisition of a controlling interest in a Nevada corporation, such as our company. These provisions apply only to Nevada corporations that have 200 or more stockholders of record, at least 100 of whom have addresses in Nevada.

Nasdaq Requirements

     Our common stock is listed on the NASDAQ Capital Market. Accordingly, we are subject to the NASDAQ Listing Rules. NASDAQ Listing Rule 5635(a) requires shareholder approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of stock or securities convertible into or exercisable for common stock; or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. In addition, NASDAQ Listing Rule 5635(b) requires shareholder approval prior to any issuance or potential issuance of securities that will result in a change of control of an applicable listed company. This rule does not specifically define when a change of control is deemed to occur. However, NASDAQ suggests in its guidance that a change of control would occur, subject to certain exceptions, if after a transaction a person or an acquiring entity holds 20% or more of the voting power of the outstanding capital stock of an applicable listed company.

     Accordingly, in order to comply with NASDAQ Listing Rules, we are seeking shareholder approval of the share issuances pursuant to the Amended and Restated SSS Purchase Agreement, the Revised Content License and the Amended and Restated Tianjin Agreement to the extent such issuances would result in (i) SSS and its affiliates acquiring an aggregate number of shares of our common stock equal to or exceeding 20% of the outstanding shares of our common stock and (ii) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding. These agreements contemplate issuing to SSS and its affiliates an aggregate of 13,754,314 shares of common stock (including 9,208,860 shares of common stock issuable upon the conversion of Note, as well as the 4,545,454 shares of common stock that were issued to SSS upon the closing of the Amended and Restated SSS Purchase Agreement) and warrants to acquire up to an additional 1,818,182 shares of common stock, as well as up to 15,000,000 additional shares of common stock over three years, with the exact amount based on an earn-out provision under the terms of the Amended and Restated Tianjin Agreement. Accordingly, SSS will acquire an aggregate number of shares of our common stock equal to or exceeding 20% of the outstanding shares of our common stock (calculated immediately prior to the closing of the transactions contemplated by the Amended and Restated SSS Purchase Agreement, Revised Content License and Amended and Restated Tianjin Agreement) and (ii) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding (calculated immediately prior to the closing of the transactions contemplated by the Amended and Restated SSS Purchase Agreement, Revised Content License and Amended and Restated Tianjin Agreement).

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Shareholder Approval Required

Approval of this Proposal No. 2 requires a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting to vote “FOR” the proposal.

Potential Consequences if Proposal No. 2 is Not Approved

     If shareholder approval is not obtained for Proposal No. 2, any share issuances pursuant to the Amended and Restated SSS Purchase Agreement, the Revised Content License and the Amended and Restated Tianjin Agreement that would result in SSS beneficially owning more than 19.99% of the our outstanding common stock will not be consummated. In addition, if shareholder approval is not obtained for Proposal No. 2 and the Note held by SSS becomes immediately due and payable, the Company may have material difficulty making such payment.

Vote Required

     The approval of the issuance of the shares of common stock pursuant to the Amended and Restated SSS Purchase Agreement, the Revised Content License and the Amended and Restated Tianjin Agreement that would result in SSS beneficially owning more than 19.99% of our outstanding common stock requires a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting to vote “FOR” the proposal.

Recommendation of Our Board

     Our Board recommends that the shareholders voteFOR the approval of the issuance of the shares of common stock pursuant to the Amended and Restated SSS Purchase Agreement, the Revised Content License and the Amended and Restated Tianjin Agreement that would result in SSS beneficially owning more than 19.99% of our outstanding common stock.

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PROPOSAL NO. 3:

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

     KPMG Huazhen LLP (“KPMG”) was our independent registered public accounting firm for the year ended December 31, 2015 and our Board has appointed KPMG as our independent registered public accounting for the fiscal year ending December 31, 2016, and recommends that shareholders vote for ratification of this appointment.

     Shareholder ratification of the appointment of KPMG as our independent registered public accounting firm is not required by our Bylaws or otherwise; however, our Board is submitting the appointment of KPMG to our shareholders for ratification as a matter of good corporate practice. If our shareholders fail to ratify the appointment, our Audit Committee and our Board will reconsider whether or not to retain KPMG. Even if the appointment is ratified, our Board in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interests of us and our shareholders.

     A representative of KPMG is expected to attend the Annual Meeting with the opportunity to make a statement and/or respond to appropriate questions from shareholders present at the meeting.

Fees Paid to Our Independent Registered Public Accounting Firm

     The following is a summary of the fees billed to the Company by its principal accountants for professional services rendered for the years ended December 31, 2015 and 2014:

  Year Ended December 31, 
       
  2015  2014 
Audit Fees(1)$366,976 $313,033 
Audit-Related Fees —  — 
Tax Fees —  — 
Other Fees (2) 1,650  — 
Total Fees$368,626 $352,644 

(1) Comprised of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q and for any other services that were normally provided in connection with our statutory and regulatory filings or engagements.

(2) Comprised of the aggregate fees billed for products and services and not otherwise included in Audit Fees, Audit Related Fees or Tax Fees.

Pre-Approval Policies and Procedures

     Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by our auditors must be approved in advance by our Board of Directors to assure that such services do not impair the auditors’ independence from us. In accordance with its policies and procedures, our Board of Directors pre-approved the audit service performed by KPMG for our consolidated financial statements as of and for the year ended December 31, 2015.

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Vote Required

     Approval of the ratification of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2016 requires a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting to vote “FOR” the proposal.

Recommendation of Our Board

     Our Board recommends that the shareholders voteFOR the ratification of the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

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MANAGEMENT

Board of Directors and Executive Officers

The following sets forth the name and position of each of our current executive officers and directors as of May 5, 2016.

NAMEAGEPOSITION
Bruno Wu49Chairman
Shane McMahon46Vice Chairman
Mingcheng Tao56Chief Executive Officer and Director
Mei Chen46Chief Financial Officer
Bing Yang53President – Ecommerce Division
James Cassano69Director
Jerry Fan50Director
Jin Shi46Director
Polly Wang50Director
Xuesong Song47Director

Mei Chen

     Ms. Chen has more than twenty years of management and operating experience and an extensive background in corporate finance, financial planning and analysis, treasury, strategic planning, risk management, controls and compliance. Prior to joining the Company, Ms. Chen served as the CFO of Beijing Sun Seven Star Culture Development Co Ltd., a private media and investment company in China, and affiliate of the Company, from December 2015 to March 2016. Between November 2012 and December 2015, Ms. Chen served as Senior Controller of the PSG segment of Microsoft (China) Co., Ltd., and prior to that she was a Senior Controller for Cisco Systems (China) Networking Technology Co. Ms. Chen holds a Bachelor’s Degree from the Harbin Institute of Technology, a Bachelor’s Degree in Accounting from The People’s University and an MBA in Finance from Hong Kong Chinese University.

Bing Yang

     Mr. Yang has a wide range of experience in research & development, product development and sales and marketing. Most recently, between May 2015 and March 2016, he served as CEO for On-Ramp Service, Inc., a high end life-style cross border online retail platform. From October 2014 to May 2015, Mr. Yang was the CEO of KJT.com, a pioneer of the cross border e-commerce in China based in Shanghai. Prior to KJT, Mr. Yang held various executive level positions throughout his thirty-year career at companies such as Cisco and Convergent Networks, a pioneer in VoIP technologies. He was a General Manager for Cisco Systems (Shanghai) Video Technology Corp. Ltd between June 2011 and October 2014, and managing director Cisco System, R&D Center between February 2008 and October 2014. Mr. Yang earned a Bachelor of Science in Electrical Engineering from the University of Texas at Austin and a Master of Science in Electrical Engineering from the University of New Hampshire.

     For biographical summary of the directors, please see the section above entitled “Proposal No. 1: Election of Directors — Board Nominees.” There are no agreements or understandings for any of our executive officers or directors to resign at the request of another person and no officer or director is acting on behalf of nor will any of them act at the direction of any other person.

Directors are elected for one year terms and until their successors are duly elected and qualified.

Family Relationships

There are no family relationships among our directors orand officers.

Involvement in Certain Legal Proceedings

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To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

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EXECUTIVE COMPENSATIONminority (38%) voting for every year, followed by biannually and those abstaining.  We also have ongoing discussions with many of our investors regarding various corporate governance topics, including environment, social and governance topics and executive compensation. The Compensation Committee also considers these discussions while reviewing our executive compensation program.

 

The Role of Peer Companies

In 2021, the Compensation Committee reviewed a survey of peer group companies’ total standard compensation components for certain executives, including the named executive officers, as provided by our compensation consultant. The peer group was based on market segment, market capitalization of less than $5 Billion, and trailing four quarters revenue of less than $1 Billion. It included companies from Automotive, Renewable Energy; and Fintech. The companies considered were:

Bloom Energy CorporationWorkhorse Group Inc.Veritone, Inc.
Cerence IncBlink Charging Co.Arcimoto, Inc.
FuelCell Energy, IncGevo, Inc.CleanSpark, Inc.
Clean Energy Fuels Corp.CEVA, Inc.Electrameccanica Vehicles Corp.
PROS Holdings, Inc.Stoneridge, Inc.Allied Motion Technologies Inc.

In general, these companies operate in similar industries and many have similar cost structures, business models (subject to the relevant market segment) and global reach. We also considered the following companies in Charging & Energy; EV Components; Vehicle OEM; and CleanTech as additional peers.

ChargePointRomeo PowerHyliion
PG & EAyro.QuantumScape
ABM IndustriesCanooXL Fleet
Beam GlobalTeslaPlug Power
Lordstown MotorsPolar Power
First SolarNavistarEnphase Energy

The Compensation Committee considers compensation data from the peer companies to the extent the executive positions at these companies are considered comparable to our positions and informative of the competitive environment. Compensation data for our peer group were collected from available proxy-disclosed data. This information was gathered and analyzed for low, medium and high ratings for annual base salary, short-term incentive pay elements and long-term incentive pay elements.

The survey determined that the NEOs as a whole were positioned at the medium to high end of the peer group in terms of cash compensation, but in the very low end of the peer group in terms of total standard compensation and opportunities.

The Compensation Committee considers peer group data provided by its independent compensation consultant to inform its decision-making process so it can set total compensation levels that it believes are commensurate with the relative size, scope, and success of Ideanomics.

Elements of Compensation

We evaluate individual executive performance with a goal of setting compensation at levels the Compensation Committee believes are comparable with executives in other companies of similar size and stage of development while taking into account our relative performance and our own strategic goals. The compensation received by our named executive officers consists of the following elements:

Base Salary

Base salaries for our executives are established based on the scope of their responsibilities and individual experience, taking into account competitive market compensation paid by other companies for similar positions within our industry. The Compensation Committee considers compensation data from the peer companies to the extent the executive positions at these companies are considered comparable to our positions and informative of the competitive environment.

Variable Pay

We design our variable pay programs to be both affordable and competitive in relation to the market. We monitor the market and adjust our variable pay programs as needed. Our variable pay programs, such as our bonus program, are designed to motivate employees to achieve overall goals. Our programs are designed to avoid entitlements, to align actual payouts with the actual results achieved, and to be easy to understand and administer.

Equity-Based Incentives

Salaries and bonuses are intended to compensate our executive officers for short-term performance. We also have adopted an equity incentive program intended to reward longer-term performance and to help align the interests of our NEOs with those of our stockholders. We believe that long-term performance is achieved through an ownership culture that rewards performance by our NEOs through the use of equity incentives. Our 2010 equity incentive plan has been established to provide our employees, including our NEOs, with incentives to help align those employees’ interests with the interests of our stockholders.

When making equity-award decisions, the Compensation Committee considers market data, the grant size, the forms of long-term equity compensation available to it under our existing plans and the status of previously granted awards. The amount of equity incentive compensation granted reflects the executives’ expected contributions to our future success. Existing ownership levels are not a factor in award determination, as the Compensation Committee does not want to discourage executives from holding significant amounts of our stock.

Future equity awards that we make to our named executive officers will be driven by our sustained performance over time, our NEOs’ ability to impact our results that drive stockholder value, their level of responsibility, their potential to fill roles of increasing responsibility, and competitive equity award levels for similar positions in comparable companies. Equity forms a key part of the overall compensation for each executive officer and is evaluated each year as part of the annual performance review process and incentive payout calculation.

The amounts awarded to the NEOs are based on the Compensation Committee’s subjective determination of what is appropriate to incentivize the executives. The grants to named executive officers vest over a two-year period with monthly ratable vesting on each anniversary of the grant date. All equity awards to our employees, including NEOs, and to directors have been granted and reflected in our financial statements, based upon the applicable accounting guidance, with the exercise price equal to the fair market value of one share of common stock on the grant date.

In order to encourage a long-term perspective and to encourage key employees to remain with us, our stock options typically have monthly ratable vesting over a two-year period. Generally, vesting ends upon termination of services and exercise rights of vested options cease three months after termination of services. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including voting rights and the right to receive dividends or dividend equivalents.

Benefits Programs

We design our benefits programs to be both affordable and competitive in relation to the market while conforming to local laws and practices. We monitor the market and local laws and practices and adjust our benefits programs as needed. We design our benefits programs to provide an element of core benefits and, to the extent possible, offer options for additional benefits, be tax-effective for employees in any foreign country and balance costs and cost-sharing between our employees and us.

Timing of Equity Awards

Only the Compensation Committee may approve restricted stock or stock option grants to our executive officers. Shares of restricted stock and stock options are generally granted at meetings of the Compensation Committee or pursuant to a unanimous written consent of the Compensation Committee. The exercise price of a newly granted option is the closing price of our common stock on the date of grant.

Treatment of Options for Executives Upon Termination

Options are granted generally at regularly scheduled board meetings during the fiscal year. All options vest pro-rata over the enumerated period depending on the date of hire or relevant employment contract. Upon termination of employment, options cease to vest for executives unless otherwise negotiated under the terms of a severance agreement.

Options to purchase 9,377,000 shares of common stock were granted under the equity incentive program in fiscal year 2021, after which 17,350,746 shares remained available for granting. At the 2022 annual meeting, our stockholders voted (77%) to increase the number of shares available under the 2010 Stock Option Plan to 120,000,000.

Executive Equity Ownership

We encourage our executives to hold a significant equity interest in our company. However, we do not have specific share retention and ownership guidelines for our executives.

2022 Named Executive Officer Compensation

Our executive compensation program is designed to motivate and reward performance in a straightforward and effective way, while recognizing our philosophy, management style and targeted returns. The compensation of our named executive officers has three primary components: (i) annual base salary, (ii) annual cash incentive and (iii) long-term equity awards in the form of performance-based options.

2022 Annual Base Salary

Base salary is a customary, fixed element of compensation intended to attract and retain executives. Weighing the factors listed above, the Compensation Committee recommended that, effective January 1, 2022, the base salaries of Messrs. Poor, McCarthy and Sklar should be $800,000, $525,000, and $475,000 per year, respectively. No executive officer received a salary increase in 2022.

2022 Annual Incentives.

Our annual cash incentive program is a variable, at-risk component of our named executive officers’ compensation that is based on an appraisal of performance using specific metrics. For fiscal year 2022, our annual incentives were based on the contributions of named executive officers to the aggregation of capital necessary for the company’s growth, the magnitude of which capital raise was in excess of $500M during the relevant term.

Summary Compensation Table (2022 and 2021)

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons (our “named executive officers”) for services rendered in all capacities during the noted periods. No disclosure is provided for fiscal years for which those persons were not named executive officers.

   Cash  Stock  All Other    
   Compensation  Awards  Compensation  Total 
Name and Principal PositionYear ($)  ($)  ($)  ($) 
Shane McMahon2015 -  300,000  -  300,000 
Vice Chairman2014 255,000(1)  275,000  -  530,000 
Weicheng Liu2015 358,265  -  -  358,265 
Former Chief Executive Officer(2)2014 362,486  -  -  362,486 
Grace He (Vice President of Finance)2015 142,500  -  -  142,500 
Marc Urbach2015 57,500  -  410,278  467,778 
Former President and Chief Financial Officer(3)2014 230,000  -  -  230,000 


                    Nonqualified       
                 Nonequity  deferred       
                 incentive plan  compensation  All other    
     Salary  Bonus  Stock awards  Option awards  compensation  earnings  compensation  Total 
Name and Principal Position Year  ($)  ($)  ($)(3)  (#)  ($)  ($)  ($)  ($) 
Shane McMahon (Executive Chairman) (1) 2021   133,334   —   615,000   —   —   —   —   748,334 
  2022   583,335   0   750,000   750,000—       218,750   554,987   1,305,088 
Alfred P. Poor (Chief Executive Officer) (2)                                   
  2020   383,333   500,000   —   1,000,000   —   —   —   883,333 
  2021   645,833   500,000   5,535,000   2,000,000   —   —   —   6,680,833 
  2022   674,047   500,00   750,000   750,000       149,968   24,014   1,324,014 
Conor McCarthy (Chief Financial Officer) (3)                                   
  2020   289,900   350,000   —   —   —   —   —   639,900 
  2021   422,915   350,000   1,537,500   750,000   —   —   —   2,310,415 
  2022   373,864   175,000                   32,810   581,674 
Stephen Johnston (Chief Financial Officer) (3)(4) 2022   135,625   —   300,000   1,500,000   —   —   —   135,625 
Paula Whitten-Doolin (General Counsel) (5) 2022   314,962   100,000   250,000   425,000               414,965 
Anthony Sklar (SVP, Investor Relations) 2021   364,755   350,000   3,075,000   500,000   —   —   —   3,789,755 
Robin Mackie 2022   505,561       450,000   450,000                 

(1)

As of October 1, 2012, in an effort to conserve the Company’s working capital, Mr. McMahon elected to cease collecting salary until such time aswas appointed Executive Chairman of the Company has sufficient revenues from operations. The remaining $63,750 due from 2012on July 23, 2021, and $255,000 due from 2014 will be paid in 2016prior to this date Mr. McMahon pursuantwas Vice-Chairman of the Company. Included in Mr. McMahon’s salary for 2021 is $29,167 for directors’ fees paid to him in his employment agreement dated January 31, 2014.

capacity as Vice-Chairman of the Company. The stock award of $615,000 includes a RSU grant with immediate vesting.  Included in the ‘other compensation’ column is $495,936 in compensation deferred from prior years, as well as $59,051 in travel-related payments. Mr. McMahon deferred $218,750 of his $750,000 annual salary to 2023 in October of 2022.
  
(2)

Mr. Poor’s annual salary is $800,000, but he elected to defer $149,968 of his salary to 2023 in October of 2022. The remaining $24,014 reflects payout of vacation earned but not taken during 2021.

(3)On January 22, 2016 Mr. Liu was terminatedSeptember 16, 2022 Conor McCarthy resigned from his position as Chief Executive Officer of the Company.

CFO, so this salary reflects a partial year payment. The additional $32,810 reflects a payout for vacation accrued in 2021 but not taken. Stephen Johnston replaced him as CFO on September 16, 2022.
  
(3)(4)Mr. Johnston’s employment at Ideanomics started in September 2022 so this table reflects a partial year payment period.

(5)Ms. Whitten-Doolin’s employment at Ideanomics started in March 2022 so this table reflects a partial year payment period.
(6)On March 30, 2015, Mr. UrbachDecember 31, 2020 Bruno Wu resigned from his positionsposition as President and Chief Financial OfficerExecutive Chairman. Reflects the aggregate grant date fair value of the Company. Total severance payment made to Mr. Urbach for the year ended December 31, 2015 was $410,278. For the three months ended March 30, 2015, total cash andoption or restricted stock compensation paid to Mr. Urbach was $57,500 and nil, respectively.

units determined in accordance with FASB ASC Topic 718.

Employment Agreements

Shane McMahonAlfred P. Poor

 On January

Effective on July 31, 2014,2020, we entered into employment agreement with Mr. Poor for a term of 2 years pursuant to which Mr. Poor will receive an annual base salary of $500,000, a bonus of $300,000 earned on July 21, 2020, the date the employment contract became effective, and will be entitled to participate in all employment benefit plan and policies of the Company generally available. Mr. Poor was entitled to stock options of up to 2,000,000 shares in 2021. Effective July 23, 2021, Mr. Poor’s salary was increased to $800,000.

Robin Mackie

Effective on August 29, 2021, we entered into a contract employment agreement with Mr. Mackie pursuant to which Mr. Mackie would receive a monthly base salary of $37,500. Effective February 2023, Mr. Mackie’s contract was amended to $45,833 per month. Mr. Mackie is not entitled to participate in any of the employment benefit plan and/or policies of the Company generally available. Mr. Mackie was entitled to stock options of up to 450,000 shares.

Scott Morrison

Effective on April 20, 2023, we entered into an employment agreement with our Chairman, Shane McMahon. The agreement was for a termMr. Morrison pursuant to which Mr. Morrison will receive an annual salary of two years, which would automatically$350,000 and will be extended for additional one year terms unless terminated earlier. Mr. McMahon was also eligible to receive a bonus at the sole discretion of our Board of Directors, and is entitled to participate in all of theemployment benefit plans of the Company. In the event that Mr. McMahon was terminated without cause, he would be entitled to eighteen months of severance pay if within the initial two years of the term and twelve months if after the initial two years of the term. The agreement also contains customary restrictive covenants regarding non-competition relating to the pay-per-view business in the PRC, non-solicitation of employees and customers and confidentiality. On January 31, 2016, Mr. McMahon stepped down as Chairman and his employment agreement was terminated on January 31, 2016. Mr. McMahon remains a member of the Board of Directors.

Weicheng Liu

     On January 31, 2014, we entered into an employment agreement with our former Chief Executive Officer, Weicheng Liu. The agreement was for a term of one year, which would automatically be extended for additional one year terms unless terminated earlier by either party. Mr. Liu was also eligible to receive a bonus at the sole discretion of the Board of Directors of the Company, and was entitled to participate in all of the benefit plans of the Company. In the event Mr. Liu was terminated without cause, he would be entitled to eighteen months of severance pay if within the initial two years of the term and twelve months if after the initial two years of the term. The Liu Agreement also contains customary restrictive covenants regarding non-competition relating to the pay-per-view business in the PRC, non-solicitation of employees and customers and confidentiality.

     On January 22, 2016, we terminated the employment of Mr. Liu as Chief Executive Officer of the Company and entered into a separation agreement with him as of such date. This agreement provides for the payment of $405,000, less standard payroll withholdings as applicable, which amount is to be paid in equal installments over a period of 18 months beginning in February 2016. However, payment may be accelerated if, prior to February 28, 2016, Mr. Liu completes all signature and documentation requirements to remove Mr. Liu and his wife from the VIE structure and otherwise assist the Company in restructuring its VIE to the Company’s satisfaction. In such case, the Company will pay 1/3 of the amount as a lump sum, with the remaining 2/3 paid equally over the following 12 months. We also agreed to provide Mr. Liu a one-time lump sum payment of $60,000, earned and accrued but unpaid salary, and 4-week base salary for accrued and earned but unused vacation time, with such amounts to be paid within 5 days following the effective date of the separation agreement. In addition, all outstanding unvested options, warrants or restricted stock previously granted to Mr. Liu became fully vested, and previously granted options and warrants are exercisable for the full term of the option or warrant. Mr. Liu agreed to provide certain transition services to the Company, including implementation of employment decisions, restructuring the ownership and control of the Company’s VIE structure, assistance in renewing certain client relationships, among others. If Mr. Liu is able to renew certain contractual relationships and receive payments thereunder within defined timeframes, Mr. Liu could earn additional sums. Finally, Mr. Liu agreed to certain lock-up restrictions with respect to his shares of Company stock (or other securities) until May 20, 2016, and also agreed that for so long as he is the beneficial owner of more than 5% of the Company’s common stock that he would enter into lock-up or such other agreements as may be reasonably requested by the Company or the managing underwriters or placement agents of any public offering of securitiespolicies of the Company.

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Marc Urbach

     On January 31, 2014, we entered into an employment agreement with our former President and CFO, Marc Urbach. The agreement was for a term of one year, which would automatically be extended for additional one year terms unless terminated earlier. Mr. Urbach was also eligible to receive a bonus at the sole discretion of our Board of Directors, and was entitled to participate in all of the benefit plans of the Company. In the event that Mr. Urbach was terminated without cause, he would be entitled to eighteen months of severance pay if within the initial two years of the term and twelve months if after the initial two years of the term. The agreement also contains customary restrictive covenants regarding non-competition relating to the pay-per-view business in the PRC, non-solicitation of employees and customers and confidentiality. Mr. Urbach did not receive any compensation for service as member of the Company’s Board of Directors.

     On March 30, 2015, we entered into a retention and separation agreement with Mr. Urbach (the “Urbach Separation Agreement”), pursuant to which Mr. Urbach resigned as President and Chief Financial Officer of the Company, and from all other positions he held with respect to the Company, and each of its parents, subsidiaries, affiliates and any of their employee benefit or pension plans, effective March 31, 2015 (the “Termination Date”). Pursuant to the terms of the Urbach Separation Agreement, we also entered into a consulting agreement with Mr. Urbach (the “Urbach Consulting Agreement”), pursuant to which Mr. Urbach provided general business and consulting services to the Company following his resignation to assist in the transitional needs and activities of the Company for a period of six (6) months (the “Consulting Term”). As consideration for his consulting services to the Company during the Consulting Term, the Company paid Mr. Urbach $9,583.50 per month plus 50,000 shares of restricted stock over the course of the Consulting Term (with 8,333 shares of restricted stock to be issued to Mr. Urbach each month of the Consulting Term except for the sixth month when he was issued 8,335 shares of restricted stock). Pursuant to the terms of the Urbach Separation Agreement, and subject to his execution of a general release within 45 days of the Termination Date, in connection with his resignation, Mr. Urbach will receive a severance payment equal to his base salary then in effect ($345,000) for a period of 18 months from the Termination Date, plus an additional payment equal to four weeks base salary on account of vacation time earned but not taken by Mr. Urbach, payable in a lump sum within the later of 10 days after the Termination Date or the date of his delivery of the general release to the Company. Mr. Urbach will also be entitled to receive, at his election, either (i) continued benefits under the Company’s group health and life insurance plans in which he participated prior to the Termination Date for a period of 12 months from the Termination Date or (ii) a lump sum equal to $47,586.12 (representing 80% of the cost to the Company of such coverage), payable to him within 10 days of his delivering his election to the Company. Mr. Urbach will also be entitled to receive all unpaid expenses, earned but unpaid bonuses and earned but unpaid benefits from the Company and its employee benefit plans on or before the Termination Date. In addition, pursuant to the terms of the Urbach Separation Agreement, all outstanding unvested options, warrants or restricted stock previously granted to Mr. Urbach became fully vested on the Termination Date and, with respect to options and warrants, will thereafter be exercisable for the full term of the option or warrant.

     We have not provided retirement benefits (other than a state pension scheme in which all of our employees in China participate) or change of control benefits to our named executive officers.

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Outstanding Equity Awards at Year EndFiscal Year-End

The following table sets forth the equity awards of our named executive officers outstanding at December 31, 2015.2022.

  Option awards
      Equity     
      Incentive     
      plan awards: Number     
      Of     
  Number of Number of Securities     
  securities securities underlying     
  underlying underlying unexercised Option   
  unexercised unexercised Unearned exercise  Option
  options options Options price  Expiration
Name (#) exercisable (#) unexercisable (#) ($)  Date
Shane McMahon 75,800 — — 5.57  Nov 17, 2027
  500,000 — — 0.53  February 22, 2029
  266,664 266,669 — 1.84  Dec 10, 2030
            
Alfred P. Poor 2,000,000 — — 1.98  February 20, 2029
  541,671 208,329 — 0.53  May 8, 2030
  416,669 1,583,331 — 2.37  July 31, 2031
            
Conor McCarthy (1) 1,500,000 — — 0.53  Sept 20, 2029
  156,250 593,750 — 2.37  July 31, 2031
            
Anthony Sklar 250,000 — — 1.98  February 22, 2029
  650,000 — — 0.53  May 8, 2030
  104,165 395,835 — 2.37  July 31, 2031
            
Stephen Johnston (2) — 250,000 — 0.21  July 31, 2031
            
Paula Whitten-Doolin 31,250 43,750 — 0.82  March 13, 2032

(1)On September 16, 2022 Conor McCarthy resigned from his position as CFO. Stephen Johnston replaced him as CFO on September 16, 2022.
(2)On March 31, 2023 Stephen Johnston resigned from his position as CFO. Scott Morrison replaced him as CFO on April1, 2023.

 Option Awards
     
 Number ofNumber ofEquity incentive 
 securitiessecuritiesplan awards: 
 underlyingunderlyingNumber of Securities 
 unexercisedunexercisedunderlying unexercisedOption
 options (#)options (#)unearned optionsexercise price
Nameexercisableunexercisable(#)($)
     
Shane McMahon166,666--2.00
 533,333--3.00
 40,000--4.50
Weicheng Liu320,000--3.75
 40,000--4.50
Marc Urbach170,000--1.65
 293,334--2.00
 1,333--75.00
James Cassano13,333--2.00
 8,974--2.91

CEO Pay Ratio

In accordance with Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO.

•The median of the annual total compensation of our employees (other than our CEO) was $81,041 in 2022.

•The total annual compensation of our CEO, as reported in the Summary Compensation Table, was $850,000 in 2022.

•Based on the foregoing, the ratio of the annual total compensation of our CEO and the median of the annual total compensation of our employees was 10 to 1.

We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC rules for identifying the median compensated employee and calculating the pay ratio allows companies to apply various methodologies and apply various assumptions and, as a result, the pay ratio we report may not be comparable to the pay ratio reported by other companies.

Identifying the Median Employee

We used December 31, 2022 as the date to determine our workforce for purposes of determining the median compensated employee. As of December 31, 2022, our workforce consisted of approximately 564 employees, with 391 employees (69%) based in the U.S. and 173 employees (31%) based in jurisdictions outside the U.S.

To determine median employee compensation, we utilized the amount reported in Box 5 on Form W-2 Wage and Tax Statement for each U.S. employee on the Company’s payroll as of December 31, 2022 and by annualized data provided to us by our international subsidiaries.  We captured all full-time and part-time employees employed by us on December 31, 2022. We annualized compensation for permanent full-time and part-time employees who were not employed by us for all of 2022. We believe that Form W-2 compensation is a consistently applied compensation measure because it is readily available and represents a reasonable measure of total annual compensation in the US and annualized compensation provides similar certainty outside the US.

Determining Annual Total Compensation

We determined annual total compensation for our median compensated employee by obtaining compensation data for this employee consistent with the methodology we use to calculate total compensation as it appears in the Summary Compensation Table. We determined annual total compensation for our CEO using the amount reported in the Summary Compensation Table.

Compensation of Directors (2015)

 

The following table sets forth certain information concerning the compensation paid to our directors for services rendered to us during the fiscal year ended December 31, 2015.2022. Ms. Andrea Hayward was appointed as independent director on May 15, 2023.

          Nonqualified    
  Fees earned     Non-equity deferred    
  or Stock Option incentive plan compensation All other  
  paid in cash awards(1) awards(2) compensation earnings compensation Total
Name ($) ($) (#) ($) ($) ($) ($)
James S. Cassano(1) 326,360 — — — — — 326,360
               
Jerry Fan 114,997 — — — — — 114,997
               
Harry Edelson(2) 213,752 — — — —   213,752

(1) Mr. McMahon and Mr. Liu were not compensatedCassano received a $150,000 bonus for their service as director in 2015.

  Fees Earned or          
  Paid in Cash  Stock Awards  Option Awards  Total 
Name ($)  ($)  ($)  ($) 
             
Xuesong Song$ - $ 300,000 $ - $ 300,000 
Arthur Wong(1)$ 50,000 $ - $ 21,272 $ 71,272 
Clifford Higgerson$ 16,667 $ 50,000 $ - $ 66,667 
James Cassano$ 16,667 $ 50,000 $ - $ 66,667 
Jin Shi$ 16,667 $ 50,000 $ - $ 66,667 

(1) Arthur Wong resigned from Company’s board of directors effective as of April 11, 2016.

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AUDIT COMMITTEE REPORT

The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the year ended December 31, 2015. The information contained in this report shall not be deemed “soliciting material” or otherwise considered “filed”his assistance with the SEC, and such information shall not be incorporated by reference into any future filing under the Securities Act or the Exchange Act except to the extent that the Company specifically incorporates such information by reference in such filing.

     The Audit Committee consists of three members: James Cassano, Jin Shi and Jerry Fan with Mr. Cassano acting as Chair. All of the members are independent directors under the NASDAQ and SEC audit committee structure and membership requirements. The Audit Committee has certain duties and powers as described in its written charter adopted by the Board.

     The Audit Committee is responsible primarily for assisting the Board in fulfilling its oversight responsibility of reviewing the financial information that will be provided to shareholders and others, appointing the independent registered public accounting firm, reviewing the services performed by the Company’s independent registered public accounting firm and internal audit department, evaluating the Company’s accounting policies and the Company’s system of internal controls that management and the Board have established, and reviewing significant financial transactions. The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’s financial statements.

     In fulfilling its oversight responsibility of appointing and reviewing the services performed by the Company’s independent registered public accounting firm, the Audit Committee carefully reviews the policies and procedures for the engagement of the independent registered public accounting firm, including the scopecompletion of the audit audit fees, auditor independence matters and the extent to which theinvestigation.

(2) Mr. Edelson resigned as an independent registered public accounting firm may be retained to perform non-audit related services.

     The Company maintains an auditor independence policy that bans its auditors from performing non-financial consulting services, such as information technology consulting and internal audit services. This policy mandates that the Audit Committee approve the audit and non-audit services and related budget in advance, and that the Audit Committee be provided with quarterly reporting on actual spending. This policy also mandates thatdirector of the Company may not enter into auditor engagementson October 31, 2022. Prior to his resignation, he received a bonus for non-audit services without the express approvaltax equalization of the Audit Committee.$120,000.

 

Compensation Risk

The AuditCompensation Committee has reviewed and discussedevaluated the audited financial statements forincentive compensation policies and practices that cover all employees. On the year ended December 31, 2015basis of that review, the Compensation Committee does not believe that its compensation policies and practices pose risks that are reasonably likely to have a material adverse effect on Ideanomics.

We also note with respect to risk factors that none of our executive officers served on the Company’s management and KPMG Huazhen LLP,compensation committee (or equivalent, or the Company’s independent registered public accounting firm (“KPMG”). The Audit Committee has also discussed with KPMGboard) of any other entity whose executive officers served on the matters required to be discussed by Auditing Standards No. 16,Communication with Audit Committees, issued bycompany’s compensation committee. No executive officer served as a director of another entity whose executive officers served on the Public Company Accounting Oversight Board (United States).

     The Audit Committee also has received and reviewed the written disclosures and the letter from KPMG required by applicable requirementscompany’s compensation committee. No executive officer served as a member of the Public Company Accounting Oversight Boardcompensation committee or equivalent or the board absent compensation committee of another entity whose executive officers served as a company director.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information known by us regarding KPMG’s communications with the Audit Committee concerning independence,beneficial ownership of the Common Stock and has discussed with KPMG its independence from the Company.Series A, Series B, and Series C Preferred Stock as of , by:

●Submittedeach person who is known by us to be the Audit Committeebeneficial owner of more than 5% of the Boardoutstanding shares of DirectorsCommon Stock or Series A Preferred Stock;
  
●James Cassanoeach of our current Named Executive Officers and directors; and
 Jerry Fan
●all of our current executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership percentages set forth in the table below are based on shares of Common Stock and shares of Series A Preferred Stock. There are 7,000,000 shares of Series A Preferred Stock issued and outstanding as of . Unless otherwise noted, the address for each beneficial owner listed below is c/o Ideanomics, Inc., at 1441 Broadway, Suite 5116, New York, NY 10018.

Shares beneficially owned
 Common StockSeries A Preferred Stock (9)
Name and Address of Beneficial OwnerShares%Shares%% of Total
Voting Power
Jin ShiDirectors and Named Executive Officers
Shane McMahon (1)
Alfred P. Poor (2)
James S. Cassano (3)
Anthony Sklar(4)
Scott Morrison
Andrea Hayward
Shares of. Wu subject to proxy (5)(6)
All Current Directors and Executive Officers, as a group(6 individuals)
Five Percent Holders

23

*         Represents beneficial ownership of less than 1%.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

Transactions with Related Persons AND DIRECTOR INDEPENDENCE

 

Review and Approval of Related Party Transactions

We have established proceduresadopted a written policy with respect to the review, approval and ratification of related person transactions. The Audit Committee has primary responsibility for identifying related parties andreviewing all related party transactions involving the Company’s directors, officers and for ensuringdirectors’ and officers’ immediate family members. The Board may determine to permit or prohibit the Related Party Transaction. For any ongoing relationships, the Board shall annually review and assess the relationships with the Related Party and whether the Related Party Transaction should continue.

Under the policy, a “related party transaction” means any transaction directly or indirectly involving any Related Party that would need to be disclosed under Item 404 of Regulation S-K. Under Item 404, the Company is required to disclose any changes intransaction occurring since the status of related parties are brought to the attentionbeginning of the BoardCompany’s last fiscal year, or any currently proposed transaction, in which the Company was or is a participant and managementthe amount involved exceeds $120,000, and in which any related party had or will have a timely manner.direct or indirect material interest. “Related Party Transaction” also includes any material amendment or modification to an existing Related Party Transaction. For transactions with related parties in the ordinary coursepurposes of business,this policy, a “Related Party” means (A) a director, including any director nominee, (B) an executive officer; (C) a person known by the Company to be the beneficial owner of more than 5% of the Company’s common stock; or (D) a person known by the Company to be an immediate family member of any of the foregoing. “Immediate family member” means a child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such as customer sales, supply purchases, subcontractingdirector, executive officer, nominee for director, or consulting services, we applybeneficial owner, and any person (other than a tenant or employee) sharing the same review and approval process as we would in the contexthousehold of other commercial agreements. All such transactions with related parties are summarized and provided to our Audit Committeedirector, executive officer, nominee for review. For transactions with related parties outside the ordinary course of business, such as significant capital expenditures, capital raising activities and mergers and acquisitions, the transactions must be approved by our Audit Committee.director, or beneficial owner.

 

The following includesis a summary of transactions since the beginning of the 20142018 fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under Item entitled “Executive Compensation”“Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

 On May 10, 2012, at

Related Party Transactions with Tillou Management and Consulting LLC

Effective on December 13, 2022, the Company promised to pay to the order of Tillou Management and Consulting LLC, a New Jersey Limited Liability Company (the “Noteholder”), an entity controlled by Vince McMahon, the father of the Company’s request, our ViceExecutive Chairman, (and former Chairman)the principal amount of $2,000,000 (the “Loan”), Shane McMahon, made a loan to the Companytogether with all accrued interest thereon, as provided in the amount of $3,000,000. In consideration for the loan, the Company issued a convertiblepromissory note to Mr. McMahon in the aggregate principal amount of$3,000,000 with interest rate at 4% annually. Effective on January 31, 2014,entered into between the Company and Mr. McMahon entered into an amendment to the McMahon Note pursuant to which the McMahon Note will be, at Mr. McMahon’s option, payable on demand or convertible on demand into shares of Series E Preferred Stock at a conversion price of$1.75, until December 31, 2014. On December 30, 2014, the Company and Mr. McMahon entered into an amendment pursuant to which the McMahon Note will be, at Mr. McMahon’s option, payable on demand or convertible on demand into shares of Series E Preferred Stock at a conversion price of $1.75, until December 31, 2016.

     In March 2015, Zhong Hai Video entered into an agreement with C Media Limited (“C Media”) to provide video content services via C Media’s proprietary railway Wi-Fi service platform. As of December 31, 2015, C Media was a beneficial owner of more than 5% of our capital stock. For the year ended December 31, 2015, total revenue recognized from the agreement with C Media amounted to $182,000. As of December 31, 2015, total accounts receivable due from C Media amounted to $92,000. CMedia is controlled by our director Xuesong Song.

     In December 2015, the Company entered into (i) an Amended and Restated Securities Purchase Agreement, with Beijing Sun Seven Stars Cultural Development Limited (“SSS”) (the “Amended and Restated SSS Purchase Agreement”), (ii) a Revised Content License Agreement effective upon the closingNoteholder dated as of the share issuance to SSS pursuant to the Amended and Restated SSS Purchase Agreement, with SSS and (iii) an Amended and Restated Share Purchase Agreement, with Tianjin Enternet Network Technology Limited, a PRC Company, an affiliate of SSS. For a description of the terms of these agreements, see Proposal No. 2 of this Proxy Statement. SSS is a beneficial owner of more than 5% of our capital stock and controlled by our Chairman Bruno Wu.Effective Date (the “Note”).

 On April 13, 2016, the Company through its PRC subsidiary Tianjin Sevenstarflix Network Technology Limited (“SSF”), entered into an Game Right Assignment Agreement with SSS, a PRC company and affiliate of the Company, for the acquisition of certain game IP rights (the “Game IP Rights”), for total value of approximately $2.7 million (RMB18 million). SSF then transferred the Game IP Rights to Nanjing Tops Game Co., Ltd. (“Topgame”) as a strategic investment in Topgame, a fast-growing PRC company specialized in the independent development and operation of online, stand-alone and other games as well as the distribution of domestic and overseas games, in exchange for 13% equity ownership in Topgame through a Capital Increase Agreement entered into on April 15, 2016 between SSF, Topgame and Topgame’s shareholders. The Game IP Rights were acquired from SSS at fair value. Due to the related party nature of the transaction, the Company engaged an independent valuation firm to determine the fair value of the Game IP Rights. The transaction was approved by the Company’s Board without directors Bruno Wu and Polly Wang, who did not vote because of their affiliate relationship with SSS.

Except as set forth in our discussion above, none of our Directors, director nomineesdirectors or executive officers has been involved in any transactions with us or any of our Directors,directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

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Promoters and Certain Control Persons

We did not have any promoters at any time during the past five fiscal years.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 The following table sets forth information regarding beneficial ownership of our common stock as of March 28, 2016 (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by each of our named executive officers and directors; and (iii) by all of our executive officers and directors as a group. Unless otherwise specified, the address of each of the persons set forth below is in care of YOU On Demand Holdings, Inc., 375 Greenwich Street, Suite 516, New York, New York 10013.

    Shares Beneficially Owned(1)  
        Combined
        Common Stock,
Name and   Series A PreferredSeries E PreferredSeries A and
Address of    Common Stock(2)Stock(3)Stock(4)and Series E(5)
BeneficialOffice, If % of % of % of  
OwnerAny   SharesClassSharesClassSharesClass Votes(2)(3)(4)  Percentage
Directors and         
Officers         
Bruno WuChairman6,075,173(13)19.99 %0*0*6,075,17313.8%
Mingcheng TaoCEO and Director0*0*0*0*
Shane McMahonVice Chairman3,064,599(6)10.4%0*2,924,535(6)31.7%4,753,68610.5%
Grace HeVice President of Finance0*0*0*0*
Weicheng LiuFormer CEO and Director2,956,454(9)10.1%0*0*2,956,4546.9%
Marc UrbachFormer President and CFO539,667(10)1.8%0*0*539,6671.3%
Xuesong SongDirector262,965(8)*7,000,000(7)100%5,923,807(7)81.7%13,017,63630.7%
James CassanoDirector76,989(11)*0*0*76,989*
Jin ShiDirector44,682*0*0*44,682*
Arthur WongDirector30,463(12)*0*0*30,463*
Jerry FanDirector0*0*0*0*
Polly WangDirector0*0*0*0*
All officers and directors as a group (12 persons named above)13,050,99240.8%7,000,000100%8,848,34295.6%27,494,75057.8%
        5% Securities Holders 
C Media Limited CN11 Legend Town, No. 1 Ba Li Zhuang Dong Li Chaoyang District, Beijing 100025 China0*7,000,000(7)100%5,923,807(7)81.7%12,754,67130.1%
Sun Seven Stars Hong Kong Cultural Development Limited Wing On Centre, 111 Connaught Road Central, 16th Floor, Hong Kong6,075,173(13)19.99%0*0*6,075,17313.8%

*Less than 1%.

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(1)        Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to our securities. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator.

(2)        A total of 28,861,342 shares of our Common Stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1) as of March 28, 2016.

(3)        Based on 7,000,000 shares of Series A Preferred Stock issued and outstanding as of March 28, 2016, with the holders thereof being entitled to cast ten (10) votes for every share of Common Stock that is issuable upon conversion of a share of Series A Preferred Stock (each share of Series A Preferred Stock is convertible into 0.1333333 shares of Common Stock), or a total of 9,333,330 votes.

(4)        Based on 7,254,997 shares of Series E Preferred Stock issued and outstanding as of March 28, 2016. Each share of Series E Preferred Stock is initially convertible into one share of Common Stock, subject to certain adjustment. The holders of Series E Preferred Stock are entitled to vote on all matters submitted to a vote of the Company’s shareholders and entitled to the number of votes equal to the lesser of (i) the number of whole shares of Common Stock into which such shares of Series E Preferred Stock are convertible at the record date for the determination of shareholders entitled to vote on such matters, and (ii) the number of whole shares of Common Stock issuable based on the conversion price of $3.03, the closing trading price of the Company’s Common Stock as of the end of the trading day immediately preceding the closing date of the financing contemplated by certain Series E Preferred Stock Purchase Agreement by and among the Company, C Media Limited and certain other purchasers, dated January 31, 2015.

(5)        Represents total voting power with respect to all shares of our Common Stock, Series A Preferred Stock and Series E Preferred Stock.

(6)        Includes (i) 2,324,600 shares of Common Stock, (ii) 533,333 shares of Common Stock underlying options exercisable within 60 days at $3.00 per share, (iii) 40,000 shares of Common Stock underlying options exercisable within 60 days at $4.50 per share; and (iv) 166,666 shares of Common Stock underlying options exercisable within 60 days at $2.00 per share. In addition, Mr. McMahon’s Series E Preferred Shares includes 933,333 shares of Series E Preferred Stock and 1,991,202 shares of Series E Preferred Stock, issuable within 60 days, upon conversion of a promissory note which is convertible at any time between January 31, 2015 and December 31, 2016, at a price of $1.75 per share at the option of Mr. McMahon.

(7)        Includes 7,000,000 shares of Series A Preferred Stock and 5,923,807 shares of Series E Preferred Stock directly owned by C Media Limited of which Mr. Song is the Chairman and Chief Executive Officer.

(8)        Includes 262,965 shares of Common Stock held by Chum Capital Group Limited of which Mr. Song is the principal.

(9)        Includes 320,000 shares underlying options exercisable within 60 days at $3.75 per share and 40,000 shares underlying options exercisable within 60 days at $4.50 per share.

(10)      Includes 1,333 shares underlying options exercisable within 60 days at $75.00 per share, 293,334 shares underlying options exercisable within 60 days at $2.00 per share, and 170,000 shares underlying options exercisable within 60 days at $1.65 per share.

(11)      Includes 13,333 shares underlying options exercisable within 60 days at $2.00 per share and 8,974 shares underlying options exercisable within 60 days at $2.91 per share.

(12)      Includes 13,898 shares underlying options exercisable within 60 days at $2.37 per share and 16,565 shares underlying options exercisable within 60 days at $2.12 per share. Arthur Wong resigned from Company’s board of directors effective as of April 11, 2016.

(13)      Includes (i) 4,545,454 shares of Common Stock, (ii) 1,818,182 shares underlying warrants exercisable within 60 days at$2.75 per share, and (iii) 9,208,860 shares of Common Stock issuable within 60 days upon the conversion of a promissory note. Under the terms of the warrants and the promissory note, until receipt of necessary shareholder approvals, the warrant in not exercisable and the promissory note is not convertible to the extent that such conversion would result in the Sun Seven Stars Hong Kong Cultural Development Limited and its affiliates beneficially owning, as determined in accordance with Section 13(d) of the Exchange Act, more than 19.99% of the Company’s outstanding Common Stock. Based on the Schedule 13D/A filed on February 25, 2016, the shares are beneficially owned directly by Sun Seven Stars Hong Kong Cultural Development Limited, a Hong Kong Company (“SSSHKCD”) a wholly-owned subsidiary of Shanghai Sun Seven Stars Cultural Development Limited, a PRC company (“SSSSCD”) a wholly-owned subsidiary of Tianjin Sun Seven Stars Culture Development Limited, a PRC company (“TSSSCD”) a wholly-owned subsidiary of Beijing Sun Seven Stars Culture Development Limited, a PRC company (“SSS”) a directly controlled subsidiary of Tianjin Sun Seven Stars Partnership Management Co., Ltd., a PRC company (“TSSS”). Lan Yang, who is the direct controlling shareholder and the Chairperson of TSSS, is the spouse of the Company’s director Bruno Wu, who serves as the Chairman, Chief Executive Officer and as a director of SSS. Each of SSS, Mr. Wu, TSSS, Mrs. Yang, TSSSCD and SSSSCD shares with SSSHKCD voting and dispositive power over the securities held by SSSHKCD. Each of SSS, Mr. Wu, TSSS, Mrs. Yang, TSSSCD and SSSSCD expressly disclaims beneficial ownership of securities held by any person or entity, except to the extent of their pecuniary interest therein.

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Changes in Control

     As a result of the consummation of the transactions contemplated by that certain (i) Amended and Restated Securities Purchase Agreement, dated as of December 21, 2015, by and between the Company and SSS, (ii) Revised Content License Agreement, entered into and effective upon the closing of the share issuance to SSS pursuant to the Amended and Restated SSS Purchase Agreement, by and among the Company and SSS and (iii) the Amended and Restated Share Purchase Agreement, dated as of December 21, 2015, by and among the Company and Tianjin Enternet Network Technology Limited, a PRC Company, an affiliate of SSS, and conditioned upon the shareholder approval sought in Proposal No. 2 above, SSS could beneficially own up to 30,572,497 shares of our common stock, representing 55.7% of our issued and outstanding common stock (or approximately 42.3% of our then issued and outstanding voting capital stock, on a fully converted basis), and could obtain control of our Company.

Securities Authorized for Issuance under Equity Compensation Plans

       The following table includes the information as of December 31, 2015 for each category of our equity compensation plan:





Plan category
Number of securities to
be issued upon exercise
of outstanding options
and rights (a)
Weighted-average
exercise price of
outstanding options
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(1)1,930,906$2.771,997,964
Equity compensation plans not approved by security holders---
Total1,930,906 1,997,964

(1) On December 3, 2010, our Board of Directors approved the YOU On Demand Holdings, Inc. 2010 Equity Incentive Plan, or the Plan, pursuant to which incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares may be granted to employees, directors and consultants of the Company and its subsidiaries. The maximum aggregate number of shares of our common stock that may be issued under the Plan is 4,000,000 shares. The Plan was also approved by our majority shareholders on December 3, 2010.

Section 16(a) Beneficial Ownership Reporting Compliance

     Under U.S. securities laws, Directors, certain executive officers and persons holding more than 10% of our common stock must report their initial ownership of the common stock, and any changes in that ownership, to the SEC. The SEC has designated specific due dates for these reports. Based solely on our review of copies of such reports filed with the SEC by and written representations of our Directors and executive officers, we believe that our Directors and executive officers filed the required reports on time during 2015.

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DEADLINE FOR RECEIPT OF SHAREHOLDERSTOCKHOLDER PROPOSALS FOR 20172023

 Shareholder

Stockholder proposals that are intended to be presented by such shareholdersstockholders at our 20172023 Annual Meeting of ShareholdersStockholders must be received by our Corporate Secretary at our principal executive offices no later than 120 calendar days in advance of the one year anniversary of the date that our proxy statement was released to shareholdersstockholders in order to be considered for inclusion in the proxy statement and form of proxy/voting instruction card relating to that meeting pursuant to Rule 14a-8 under the Exchange Act. Under the rules of the SEC, shareholdersstockholders who wish to submit proposals for inclusion in the Proxy Statement for the 20172023 Annual Meeting of ShareholdersStockholders must submit such proposals to YOU On Demand by February 27, 2017.Ideanomics by.

OTHER MATTERS

 

Our Board knows of no other matters to be submitted to the Annual Meeting. If any other matters properly come before the Annual Meeting, then the persons named in the enclosed form of proxy will vote the shares they represent in their discretion.

 

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers, banks, and nominees) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more shareholdersstockholders sharing the same address by delivering a single proxy statement and annual report addressed to those shareholders.stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholdersstockholders and cost savings for companies and intermediaries.

 

This year, a number of brokers, banks, and nominees with account holders who are our shareholdersstockholders may be householding our proxy materials. In such circumstances, a single proxy statement will be delivered to multiple shareholdersstockholders sharing an address unless contrary instructions have been received by the broker, bank, or nominee from one or more of the affected shareholders.stockholders. We have not initiated householding with respect to the small number of our record holders because such householding would increase our costs. If, at any time, you would like to receive a separate copy of our proxy statement and annual report, we will promptly send you an additional copy upon written or oral request directed to our Secretary. If you are a beneficial owner, you can request additional copies of the proxy statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2015.Report. If your shares are held in “street name”,name,” you can request a change in your householding status by notifying your broker, bank, or nominee.

 

To the extent that this Proxy Statement is incorporated by reference into any other filing by us under the Securities Act or the Exchange Act, the section of this Proxy Statement entitled “Audit Committee Report” (to the extent permitted by the rules of the SEC) will not be deemed incorporated unless specifically provided otherwise in such filing.

 

The final results of the balloting at the Annual Meeting will appear in our Current Report on Form 8-K within four business days of the Annual Meeting.

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YOU On Demand Holdings, Inc.

Proxy Card

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 27, 2016.

The shareholder(s) whose signature(s) appear(s) on the reverse side of this proxy form hereby appoint(s) Mingcheng Tao and Mei Chen or either of them as proxies, with full power of substitution, and hereby authorize(s) them to represent and vote all shares of common stock, Series A preferred stock and Series E preferred stock of You On Demand Holdings, Inc. which the shareholder(s) would be entitled to vote on all matters which may come before the Annual Meeting of Shareholders to be held at Grand Millennium Beijing, 7 Dong San Huan Middle Road, Chaoyang District, Beijing 100020, China, or at any adjournment thereof. The proxies shall vote subject to the directions indicated on the reverse side of this card and the proxies are authorized to vote in their discretion upon such other business as may properly come before the meeting and any adjournments or postponements thereof. The proxies will vote as the Board of Directors recommends where a choice is not specified. Shareholders of record at the close of business on May 6, 2016, the record date, are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.

Please complete, sign, date and mail this proxy form in the accompanying envelope as soon as possible even if you intend to be present at the meeting. You may also grant your Proxy via the Internet by following the instructions on below on this Proxy Card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL
FOR THE ANNUAL MEETING TO BE HELD ON JUNE 27, 2016
The Notice of Meeting, Proxy Statement, Proxy Card and Annual Report are available on
the internet at:www.proxyvote.com

VOTE BY INTERNET
It is fast, convenient, and your vote is immediately confirmed and posted.

Proxy ID: (TOL INSERTS) Authorization Code: (TOL INSERTS)

Instructions for voting electronically:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Go towww.proxyvote.com
3. Enter yourControl Number
4. Press Continue
5. Make your selections
6. Press Vote Now

Our Board recommends that the Company’s shareholders vote FOR Proposals 1, 2 and 3

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PROPOSAL 1a: ELECTION OF DIRECTORS(to be elected by the holders of the Company’s Common Stock, Series A Preferred Stock and Series E Preferred Stock, voting together as a single class).

 

Bruno WuShane McMahon
Mingcheng TaoJames Cassano
Jerry FanJin Shi
Polly Wang 

[  ] FOR the nominees listed above.
[  ] FOR the nominees listed above EXCEPT:
[  ] WITHHOLD AUTHORITY to vote for all nominees listed above.

PROPOSAL 1b: ELECTION OF DIRECTORS (to be elected by the holders of the Company’s Series E Preferred Stock, voting as a separate class).

Xuesong Song

[  ] FOR the nominee listed above.
[  ] FOR the nominee listed above EXCEPT:
[  ] WITHHOLD AUTHORITY to vote for the nominee listed above.

PROPOSAL 2: APPROVAL OF THE ISSUANCE OF (I) UP TO 1,818,182 SHARES OF OUR COMMON STOCK, AT AN EXERCISE PRICE OF $2.75 PER SHARE UNDER 2-YEAR WARRANT HELD BY BEIJING SUN SEVEN STARS CULTURE DEVELOPMENT LIMITED, A PRC COMPANY (“SSS”), (II) 9,208,860 SHARES OF OUR COMMON STOCK ISSUABLE UPON THE CONVERSION OF A PROMISSORY NOTE HELD BY SSS, AND (III) UP TO 15,000,000 SHARES OF OUR COMMON STOCK (5,000,000 SHARES OF OUR COMMON STOCK FOR EACH OF 2016, 2017 AND 2018), WITH THE EXACT AMOUNT BASED ON AN EARN-OUT PROVISION UNDER THE TERMS OF A SHARE PURCHASE AGREEMENT WITH TIANJIN ENTERNET NETWORK TECHNOLOGY LIMITED, A PRC COMPANY (“TIANJIN”), AN AFFILIATE OF SSS, TO THE EXTENT SUCH ISSUANCES WOULD RESULT IN (I) SSS AND ITS AFFILATES ACQUIRING AN AGGREGATE NUMBER OF SHARES OF OUR COMMON STOCK EQUAL TO OR EXCEEDING 20% OF THE OUTSTANDING SHARES OF OUR COMMON STOCK AND (II) HAVE, OR WILL HAVE UPON ISSUANCE, VOTING POWER EQUAL TO OR IN EXCESS OF 20% OF THE VOTING POWER OUTSTANDING.

[  ] FOR [  ] AGAINST [  ] ABSTAIN

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[  ] FOR [  ] AGAINST [  ] ABSTAIN

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR PROPOSALS 1a, 1b, 2 and 3.

________________________________________________________________________________________________
SignatureSignature if held jointly
                                                               Date: _________________                                                             Date: _________________
Print Name: _______________________________________Print Name: _______________________________________

Please sign exactly as your name(s) appear on Proxy. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.

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Address Change? Mark box, sign and indicate changes below:

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