Matrixx Initiatives (MTXX) DEF 14A Definitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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MATRIXX INITIATIVES, INC.

(Name of Registrant as Specified in Its Charter)

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MATRIXX INITIATIVES, INC.
4742 N. 24^th Street, Suite 455
Phoenix, Arizona 85016
(602) 385-8888

NOTICE AND PROXY STATEMENT

For Annual Meeting of Stockholders

To Be Held on May 15, 2007

To the Holders of Our Common Stock:

The annual meeting of stockholders of Matrixx Initiatives, Inc. will be held at the Ritz Carlton, 2401 East Camelback Road, Phoenix, AZ 85016, on May 15, 2007 at 10:00 a.m. (local time) for the following purposes:

1. To elect three directors to our Board of Directors to serve for a three-year term, or until their successors are elected;

2. To ratify the anticipated appointment of Mayer Hoffman McCann P.C. as the independent registered public accounting firm of Matrixx Initiatives, Inc. for the fiscal year ending March 31, 2008; and

3. To transact such other business as may properly come before the annual meeting or any adjournment thereof.

We cordially invite you to attend the annual meeting of stockholders. The Board of Directors has fixed the close of business on March 26, 2007 as the record date for the determination of stockholders entitled to receive notice of and to vote at the annual meeting or any adjournment thereof. You can vote your shares of our common stock at the annual meeting only if you are present at the annual meeting in person or by valid proxy. Admission to the annual meeting is limited to our stockholders and their proxies. If you hold your shares in “street” form through a broker or similar market intermediary rather than in your own name, you will be admitted to the annual meeting if you present a written affidavit or statement from the brokerage institution that is the registered holder of your shares showing that you were the beneficial owner of your shares as of the March 26, 2007 record date.

Your vote is important to us. Even if you plan to attend the annual meeting, please complete and sign the enclosed proxy card and mail it to us promptly in the return envelope. A copy of our 2006 Annual Report to Stockholders, which includes our 2006 financial statements, was first mailed with this Notice and Proxy Statement on or about April 13, 2007 to all stockholders of record as of the record date.

Your attention is directed to the attached Proxy Statement.

By order of the Board of Directors,

Lynn A. Romero,

Vice President of Administration, Secretary

Phoenix, Arizona

April 13, 2007

TABLE OF CONTENTS

GENERAL INFORMATION	2
INFORMATION ABOUT OUR BOARD, ITS COMMITTEES AND OUR CORPORATE GOVERNANCE	4
DIRECTOR COMPENSATION	7
PROPOSAL 1 — ELECTION OF DIRECTORS	8
INFORMATION CONCERNING DIRECTORS	9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	12
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	13
RELATED PARTY TRANSACTIONS	13
PROPOSAL 2 — RATIFICATION OF THE ANTICIPATED SELECTION OF MAYER HOFFMAN MCCANN P.C. AS INDEPENDENT AUDITORS OF THE COMPANY	14
AUDIT MATTERS	15
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis	16
Report of the Compensation Committee	21
Summary Compensation Table	22
Grants of Plan-Based Awards	23
Agreements with Named Executive Officers	23
Outstanding Equity Awards at Fiscal Year-End	26
Option Exercises and Stock Vested in Fiscal 2006	27
Potential Payments Upon Termination orChange-of-Control	27
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	29
ADDITIONAL INFORMATION	29
OTHER MATTERS	30
ANNUAL REPORT	30

GENERAL INFORMATION

This Proxy Statement relates to the 2007 annual meeting of stockholders (the “Annual Meeting”) of Matrixx Initiatives, Inc. (“Matrixx” or the “Company”) to be held at 10:00 a.m. (local time) on May 15, 2007 at the Ritz Carlton, 2401 East Camelback Road, Phoenix, AZ 85016, or at such other time and place to which the Annual Meeting may be adjourned. The enclosed proxy is solicited by the Board of Directors of Matrixx for use at the Annual Meeting. The proxy materials relating to the Annual Meeting were first mailed on or about April 13, 2007 to record holders of our common stock entitled to receive notice of and to vote at the Annual Meeting or any adjournment thereof.

You should review the information contained in this Proxy Statement in conjunction with the financial statements, notes to financial statements, independent auditors’ reports and other information included in our 2006 Annual Report to Stockholders that was mailed to our stockholders with this Proxy Statement.

What is the purpose of the Annual Meeting?

At the Annual Meeting, you will be asked to consider and act upon the following matters:

•  the election of three directors to our Board of Directors to serve for a three-year term, or until their successors are elected;

•  The ratification of the anticipated appointment of Mayer Hoffman McCann P.C. as the independent registered public accounting firm of Matrixx Initiatives, Inc., for the fiscal year ending March 31, 2008 (on February 9, 2007, the Company’s Board of Directors approved a change in the Company’s fiscal year end from December 31 to March 31; the Company’s new fiscal year began April 1, 2007 and will end March 31, 2008); and

•  certain other matters that may properly come before the Annual Meeting or any adjournment thereof.

Who is entitled to vote at the Annual Meeting?

Stockholders of record at the close of business on March 26, 2007 (the “Record Date”) are entitled to receive notice of and to vote at the Annual Meeting or any adjournment thereof. As of the Record Date, there were 10,078,153 shares of our common stock issued and outstanding. Each stockholder of record on the Record Date is entitled to one vote per share of common stock held by such stockholder on each matter of business to be considered at the Annual Meeting.

What constitutes a quorum at the Annual Meeting?

A majority of our issued and outstanding shares of common stock entitled to vote, represented at the Annual Meeting in person or by proxy, will constitute a quorum for the Annual Meeting. If a quorum is present for any proposal, we will be permitted to conduct all of the business of the Annual Meeting. Proxies that we receive but are marked as abstentions (or “vote withheld”) will be included in our calculation of the number of shares considered to be present at the Annual Meeting.

Under what process may I vote?

You can vote on matters to come before the Annual Meeting in four ways:

•  you can attend the Annual Meeting and cast your vote in person; or

•  you can vote by completing, dating and signing the enclosed proxy card and returning it to us (if you do this, you will authorize the individuals named on the proxy card (referred to as the proxyholders) to vote your shares according to your instructions or, if you provide no instructions, according to the recommendations of our Board of Directors); or

•  you can phone in your proxy by calling the telephone number on your proxy card or voter instruction form; or

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•  you can vote via the internet by going tohttp://www.proxyvote.com and entering the control number specified on your proxy card or voter instruction form.

Votes submitted via telephone or the internet must be received by 11:59 p.m. (Eastern Daylight Time) on May 14, 2007. Submitting your vote via telephone or the internet will not affect your right to vote in person at the Annual Meeting should you decide to attend the Annual Meeting. If you hold your shares through a broker or other custodian, please review the voting form used by that firm to see if it offers telephonic or internet voting. Applicable laws authorize the use of telephonic transmission and electronic transmission, such as transmission over the internet, to grant a proxy.

Is my vote confidential?

Yes, your vote is confidential. Only the following persons have access to your vote: election inspectors; individuals who help with processing and counting of votes; and persons who need access for legal reasons. If you write comments on your proxy card, your comments will be provided to the Company, but how you vote will remain confidential.

What are the Board’s recommendations?

A description of each item to be voted on at the Annual Meeting, including the Board’s recommendations as to voting on such items, is set forth elsewhere in this Proxy Statement. In summary, the Board recommends a vote FOR the election of the director nominees included in this Proxy Statement as described under Proposal No. 1 and a vote FOR the ratification of the anticipated appointment of Mayer Hoffman McCann P.C. as the independent registered public accounting firm of Matrixx, as described under Proposal No. 2. If any other matter is properly brought before the Annual Meeting for a vote, the proxyholders will vote as recommended by the Board of Directors or, if no recommendation is given, in the proxyholders’ own discretion.

What if I vote and then change my mind?

If you sign and mail us the enclosed proxy card and then wish to change your vote, you may revoke your proxy at any time before it is exercised by:

•  attending the Annual Meeting and voting in person; or

•  completing, signing and delivering to us a new proxy card bearing a later date; or

•  sending written notice of revocation of your proxy to our Secretary at Matrixx Initiatives, Inc., 4742 North 24^th Street, Suite 455, Phoenix, Arizona 85016.

What vote is required to approve each proposal?

For the election of directors, the nominees who receive the highest number of votes will be elected as directors.

Stockholder ratification of the appointment of Mayer Hoffman McCann P.C. is not required by our Bylaws or applicable law. However, our Board of Directors determined to submit such appointment to our stockholders for ratification as a matter of good corporate practice. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection.

Abstentions and broker non-votes are counted as present for purposes of establishing a quorum. Abstentions are counted as voted and broker non-votes are counted as unvoted for determining the approval of each matter submitted to the stockholders for a vote. A broker non-vote occurs when a stockholder’s shares are held in “street” form through a broker or similar market intermediary rather than in the stockholder’s own name. In this situation, the broker may vote the shares on some “routine” matters, including the election of directors, but will be unable to vote the shares on “non-routine” matters if it does not have the authority from the beneficial stockholder to do so.

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Will stockholders be asked to vote on any other matters?

The Board of Directors is not aware of any other matters that will be brought before the stockholders for a vote. If any other matters properly come before the meeting, the proxy holders will vote on those matters in accordance with the recommendations of the Board of Directors, or, if no recommendations are given, in accordance with their own judgment. Stockholders attending the meeting may directly vote on those matters or they may vote by proxy.

Are proxies being solicited?

We are soliciting proxies for the Annual Meeting. We will bear the cost of solicitation of proxies, including the charges and expenses of brokerage firms and others who forward proxy materials to beneficial owners of our stock. Our solicitation will be by mail, telephone, or electronic means, except for any incidental personal solicitation made by our directors, officers and employees, who will receive no additional compensation for such solicitations. We also have made arrangements with brokerage firms, banks, nominees and other fiduciaries to forward proxy solicitation materials for shares held of record by them to the beneficial owners of such shares. We will reimburse these record holders for their reasonableout-of-pocket expenses in this effort.

The extent to which our proxy soliciting efforts will be necessary depends upon how promptly proxies are submitted to us. In this regard, you should send your completed and signed proxy card without delay.

INFORMATION ABOUT OUR BOARD, ITS COMMITTEES AND

OUR CORPORATE GOVERNANCE

How often did the Board meet during 2006?

During the fiscal year ended December 31, 2006, the Board of Directors held five meetings, either in person (including teleconference) or by written consent resolution. All directors attended or participated in at least 85% of the meetings of the Board of Directors and of Board of Directors’ committees on which that director served. Members of the Board of Directors also consulted informally with management from time to time.

Do we have independent directors?

Yes, the Nasdaq Stock Market (“Nasdaq”) listing standards require that our Board have a majority of independent directors. The listing requires that our Board of Directors make an “affirmative determination” that each director classified as independent does not have any relationship that would preclude independence under the listing standards.

How did the Board make its independence determinations?

In accordance with Nasdaq listing standards, the Board undertakes an annual review to determine which of its directors are independent. The review generally takes place in the first quarter of each year; however, directors are required to notify the Company of any changes that occur throughout the year that may impact their independence.

Based on the Board’s review, the Board of Directors has determined that one of the Company’s nine directors is not independent and that eight of the directors are independent. The eight independent directors are Messrs. Clayton, Cowley, Egan, Faber, Matthews, Walsh, Zeher and Ms. Bush. Mr. Johnson is not independent under the Nasdaq listing standards because of his employment with the Company.

What are the Committees the Board has established?

The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee.

What are the responsibilities of the Audit Committee?

The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is responsible for reviewing the accounting principles, policies, and

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practices followed by the Company in accounting for and reporting its financial results of operations, at least quarterly, and for selecting and meeting with the Company’s independent accountants. The Committee meets from time to time with members of the Company’s accounting staff and, among other things, reviews the financial and risk management policies followed by the Company in conducting its business activities; the Company’s annual financial statements; the Company’s internal disclosure controls and procedures and system of internal controls regarding finance, accounting, legal compliance and ethics; and the performance and compensation of the Company’s independent accountants. The Audit Committee operates under a written Audit Committee Charter adopted by the Board. A current copy of the Audit Committee charter is available on the Company’s website (www.matrixxinc.com). The Audit Committee consists of Mr. L. White Matthews, III (Chairman), Mr. Samuel Cowley, Mr. Edward Faber, and Mr. Edward Walsh. The committee met eleven times in 2006. The Board has determined that each of the members of the Audit Committee meets the independence requirements of Nasdaq listing standards and the Securities and Exchange Commission (“SEC”). The Board has also determined that Mr. Matthews is an “audit committee financial expert,” as defined by SEC regulations. The report of the Audit Committee is set forth below under the heading “Report of the Audit Committee”.

What are the responsibilities of the Compensation Committee?

The responsibilities of the Compensation Committee are described below in the Compensation Discussion and Analysis under the heading “What are our processes and procedures for considering and determining executive compensation? — The Compensation Committee.”

What are the responsibilities of the Corporate Governance and Nominating Committee?

The Corporate Governance and Nominating Committee is responsible for identifying qualified individuals to become members of the Board, recommending Board nominees for each of the Board’s committees, recommending to the Board corporate governance principles and practices, and leading the Board in an annual review of its performance. The Committee operates under a written Corporate Governance and Nominating Committee Charter adopted by the Board and available on the Company’s website (www.matrixxinc.com). The Corporate Governance and Nominating Committee consists of Mr. William Egan (Chairman), Ms. Lori Bush, Mr. John Clayton, Mr. Samuel Cowley, Mr. Edward Faber, and Mr. Michael Zeher. The committee met four times in 2006. The Board has determined that each of the members of the Corporate Governance and Nominating Committee meets the independence requirements of Nasdaq listing standards.

How are nominees for the Board selected?

As noted above, the Corporate Governance and Nominating Committee is responsible for evaluating individuals qualified to become members of the Board of Directors and recommending director nominees to the full Board.

Stockholder Nominees.  The Corporate Governance and Nominating Committee will consider director nominee recommendations by stockholders, provided the names of such nominees, accompanied by relevant biographical and other information, are properly submitted in writing to the Secretary of the Company in accordance with the manner described for stockholder nominations below under the heading “How do we submit stockholder proposals or director nominations for the next Annual Meeting?” To be considered by the Committee, each nominee, whether submitted by a stockholder or the Committee, must have a strong professional or other background with a reputation for integrity and responsibility. For additional criteria, see below under the heading “Director Qualifications.”

Director Qualifications.  To be considered by the Committee, each nominee must have experience relevant to the Company’s business in such areas (among others) as medicine, science, product research and development, finance and accounting, or product marketing. The nominee must be able to commit sufficient time to appropriately prepare for, attend, and participate in all Board and applicable Board committee meetings, as well as the annual meeting of stockholders, and must not have any conflicts of interest with the Company. The Corporate Governance and Nominating Committee also requires a certain number of director nominees to be independent as defined under

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the Nasdaq listing standards and SEC regulations, and that at least one member of the Audit Committee be an “audit committee financial expert.”

Identifying and Evaluating Nominees for Directors.  The Committee seeks recommendations from outside legal, accounting, and other advisors in order to locate qualified nominees. All nominees, whether submitted by a stockholder or the Committee, are evaluated in the same manner by the Committee, based upon their qualifications, experience, interpersonal, and other relevant skills.

How are directors compensated?

Under the Company’s Corporate Governance Principles, non-employee Director compensation is reviewed periodically by the Board of Directors with the assistance of the Compensation Committee. Mr. Johnson, who is also an employee of the Company, receives no additional compensation for his service as a director. Directors receive $20,000 in annual retainer fees and an additional $4,000 retainer fee for each committee on which the Director participates. In addition to the respective committee retainer, the Chairman of the Audit Committee receives an additional annual retainer fee of $8,000; the Chairman of the Compensation Committee receives an additional annual retainer of $5,000; and the Chairman of the Corporate Governance & Nominating committee receives an additional annual retainer fee of $5,000. The annual retainer fee for the Chairman of the Board is $50,000. In addition, the Company reimburses Directors for travel expenses incurred in connection with attending Board, committee and stockholder meetings, and for other Company-business related expenses.

On January 3, 2006, each non-employee director received a grant of 3,500 shares of restricted stock under the Company’s 2001 Long-Term Incentive Plan (the “2001 Incentive Plan”). The restrictions on the disposition of the shares of restricted common stock lapse on the third anniversary of the date of grant; however, the restrictions on the disposition of the shares of Common Stock lapse immediately upon the first of the following dates: (i) the effective date of aChange-of-Control, and (ii) the date on which the director ceases to serve on the Board of Directors or any committee thereof on account of his or her death or Disability (as that term is defined in the 2001 Incentive Plan).

All payments other than stock grants (which are made on the first trading day of the calendar year to Directors serving on that date) are made quarterly in arrears.

On October 18, 2006, the Compensation Committee approved an amendment to the outstanding restricted stock agreements, granted pursuant to the 2001 Incentive Plan, between the Company and each of Mr. Walsh and Mr. Faber (together, the “Restricted Stock Agreements”). The amendment to the Restricted Stock Agreements provides for the accelerated vesting of the restricted shares upon each director’s respective date of mandatory retirement. Pursuant to the Company’s Corporate Governance Principles regarding mandatory retirement, Mr. Walsh will not stand for re-election at the Company’s 2007 Annual Meeting of Stockholders and Mr. Faber will retire immediately prior to the Company’s 2008 Annual Meeting of Stockholders.

On October 18, 2006, the Board of Directors approved an adjustment to the Company’s director compensation policy. Effective January 1, 2007, the annual stock component of the compensation of the Company’s non-employee directors consists of a number of shares of restricted stock, issued under the 2001 Incentive Plan, equal to $75,000 divided by the closing price of the Company’s common stock on the Nasdaq Global Select Market on the first business day of each calendar year, rounded up to the nearest share, with 50% of such restricted stock vesting on the first anniversary of each grant and 50% of such restricted stock vesting on the second anniversary of such grant. The directors must be serving on the Board of Directors on the date of vesting in order for the restricted stock to vest; however, the vesting of the restricted stock is accelerated upon the first to occur of a“Change-of-Control,” or the death, “Disability,” or mandatory retirement of the director.

In June 2002, as part of the Company’s 2001 Incentive Plan, a Restricted Stock Program was offered to our Board of Directors. A director who participates in the Restricted Stock Program, may elect to receive, in lieu of cash, all or any portion of the fees payable by Matrixx to the director for service on the Board of Directors or any committee in the form of shares of our common stock. Conditions to participation include a three-year restriction on the sale or disposition of any shares received under the Restricted Stock Program. The purchase price for the shares is equal to 80% of the closing price of our common stock on the Nasdaq Global Select Market on the designated day of purchase. During 2006 two Directors, John M. Clayton and Lori H. Bush, participated in the Restricted Stock

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Program. In 2006, Mr. Clayton received 1,570 shares in lieu of $21,000 of cash compensation and Ms. Bush received 1,750 shares in lieu of $23,500 of cash compensation.

The following table summarizes the amounts paid to directors in 2006:

DIRECTOR COMPENSATION

									Change in
									Pension Value
									and Nonqualified
							Non-Equity		Deferred
	Fees Earned or		Stock		Option		Incentive Plan		Compensation		All Other
	Paid in Cash		Awards		Awards		Compensation		Earnings		Compensation		Total
Name	($)		($)(1)		($)		($)		($)		($)		($)
Lori H. Bush(2)(3)		30,523		30,405		0		0		0		0		60,928
John M. Clayton, Ph.D.(2)(3)		28,020		29,783		0		0		0		0		57,803
Samuel C. Cowley(3)		28,000		24,558		0		0		0		0		52,558
William C. Egan(3)		33,000		24,558		0		0		0		0		57,558
Edward E. Faber(3)(4)		50,000		28,560		0		0		0		0		78,560
Carl J. Johnson(5)		n/a		n/a		0		0		0		0		n/a
L. White Matthews, III(3)		36,000		24,558		0		0		0		0		60,558
Edward J. Walsh(3)(4)		28,000		89,670		0		0		0		0		117,670
Michael A. Zeher(3)		30,500		24,558		0		0		0		0		55,058

(1)	Includes the January 3, 2006 grant of 3,500 shares under the 2001 Incentive Plan described above. In accordance with SEC rules, the amount in this column reflects the dollar amount expensed by the Company during 2006 for financial reporting purposes. The full grant date fair value for the 3,500 shares granted to each non-employee director on January 3, 2006 was $73,675, based on the closing price of the Company’s common stock on the date of grant.
(2)	The director elected to receive certain restricted stock in lieu of cash compensation under the Restricted Stock Program (as described above). The shares are valued at the closing price of our common stock on the date of grant. During 2006, Ms. Bush received shares valued at $29,347 in lieu of $23,500 of cash compensation and Mr. Clayton received shares valued at $26,225 in lieu of $21,000 of cash compensation.
(3)	The outstanding equity awards for the each of the directors at December 31, 2006 consisted of shares of restricted stock and options to purchase common stock, as follows: Ms. Bush (13,485 restricted stock shares; 20,000 options); Mr. Clayton (11,555 restricted stock shares); Mr. Cowley (9,985 restricted stock shares); Mr. Egan (11,735 restricted stock shares; 40,000 options); Mr. Faber (11,735 restricted stock shares; 30,000 options); Mr. Matthews (11,735 restricted stock shares; 20,000 options); Mr. Walsh (11,735 restricted stock shares, 30,000 options); and Mr. Zeher (11,735 restricted stock shares; 20,000 options).
(4)	As described above, on October 18, 2006, the Compensation Committee approved an amendment to the Restricted Stock Agreements providing for the accelerated vesting of the named director’s restricted shares upon his mandatory retirement date. The accelerated vesting increased the expense the Company recognized in 2006 because Mr. Walsh will not stand for re-election at the Company’s 2007 Annual Meeting of Stockholders and Mr. Faber will retire immediately prior to the Company’s 2008 Annual Meeting of Stockholders.
(5)	Mr. Johnson is a Named Executive Officer (as defined on page 12 of this proxy statement) and his compensation is set forth in the Summary Compensation Table on page 22 of this proxy statement. He receives no additional compensation in connection with his service as a director.

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How can stockholders communicate with the Board?

Stockholders and other parties interested in communicating with the Board of Directors may do so by writing to Board of Directors, Matrixx Initiatives, Inc., 4742 N. 24^th Street, Suite 455, Phoenix, Arizona 85016.

Do Board members attend the Annual Meeting?

Yes. Board members are expected to attend the annual meeting of stockholders, circumstances permitting; however, we do not have a formal policy requiring attendance. All of the directors attended the 2006 annual meeting.

Does the Company have a code of business conduct and ethics?

Yes. In order to ensure the highest levels of business ethics, the Board has adopted the Matrixx Initiatives, Inc., Code of Ethics (the “Code of Ethics”). The Code of Ethics presents the ethics policy and the standards of business practices of the Company. Employees receive a copy of the Code of Ethics when they join the Company. These guidelines help ensure that the employees, officers and directors of the Company act with integrity and avoid any real or perceived violation of the Company’s ethics policy, laws or regulations.

The Code of Ethics is available at the Company’s website (www.matrixxinc.com) and will be provided to any stockholder upon request. The stockholders may request a copy at the telephone number or address set forth in “How many annual reports and proxy statements are delivered to a shared address?”

PROPOSAL 1 — ELECTION OF DIRECTORS

Who will be elected at the Annual Meeting?

There are currently nine members of the Board of Directors:

Lori H. Bush	Carl J. Johnson
John M. Clayton, Ph.D.	L. White Matthews, III
Samuel C. Cowley	Edward J. Walsh
William C. Egan	Michael A. Zeher
Edward E. Faber

Mr. Walsh’s term expires in 2007, at which time he will be 75 years old. Consistent with the Company’s Corporate Governance Principles regarding mandatory retirement, Mr. Walsh will not stand for reelection upon the expiration of his term at the 2007 Annual Meeting.

The Board of Directors is divided into three classes and, generally, one class is elected each year for a three-year term. At the Annual Meeting, we will seek the election of three individuals, John M. Clayton, William C. Egan and Michael A. Zeher, as directors, to hold office until the 2010 annual meeting of stockholders or until their successors are elected and qualified. All nominees are presently members of our Board of Directors. The nominees have consented to be named in this Proxy Statement and to serve on the Board of Directors if elected. We do not anticipate that any nominee will become unable or unwilling to accept nomination or election. If that should occur, however, the proxy holders named in the proxy intend to vote in his or her stead for the election of such person as our Board of Directors may recommend. Cumulative voting is not permitted for the election of directors.

For information regarding the nominees proposed for election at the Annual Meeting, see “Information Concerning Directors” in the following section. The nominees who receive the highest number of votes cast at the Annual Meeting or any adjournment thereof will be elected to the Board of Directors.

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INFORMATION CONCERNING DIRECTORS

The following sets forth certain biographical information with respect to the nominees for election as directors at the Annual Meeting and our continuing directors.

Nominees for Director with Terms Expiring in 2010

			Position With
Name	Age		Company and Tenure
John M. Clayton, Ph.D.		61	Director since 2005
William C. Egan		61	Director since 2001
Michael A. Zeher		59	Director since 2000

John M. Clayton, Ph.D. was elected to the Board of Directors in October 2005. Retired from active management, Mr. Clayton recently served as the Senior Vice President of Scientific and Regulatory Affairs for Schering-Plough HealthCare Products, a position he was appointed to in September 1984. In that position, Mr. Clayton was responsible for research and development of drugs and devices as well as regulatory affairs, clinical research, andprescription-to-over-the-counter drug switch programs. Prior to joining Schering-Plough in April 1974, Mr. Clayton held several research and teaching positions, which included serving as Associate Professor at the University of Tennessee as well as a Research Biologist at the Food and Drug Administration’s National Center for Toxicological Research. Mr. Clayton received a Ph.D. in Pharmaceutical Sciences from the University of Tennessee Health Sciences Center and a Bachelors of Science in Science-Pharmacy from Tennessee Technological University.

William C. Eganwas elected to the Board of Directors in August 2001. He currently serves as the Managing Partner of Huckleberry Partners, LLC, a real estate investment firm. He has held this office since October 2005. From 1999 to 2001, Mr. Egan served as Chairman of the board of directors of the Cosmetic, Toiletry and Fragrance Association. In 2001, Mr. Egan retired from Johnson & Johnson after 25 years of active management. From 1995 to 2001, Mr. Egan was a member of Johnson & Johnson’s Consumer Products Operating Committee, where he held a number of important global positions, including Group Franchise Chairman, Worldwide Consumer and Personal Care Products. Additional positions with Johnson & Johnson included President of Baby Products, Chairman of Windsor Minerals, Inc. and Group Product Director, Tylenol Products. Mr. Egan also served as President of Arm & Hammer Consumer Products, a division of Church & Dwight Co., Inc. Mr. Egan graduated from Trinity College and received a Masters of Business Administration from the Northwestern University, J. L. Kellogg Graduate School of Management.

Michael A. Zeherwas elected to the Board of Directors in September 2000. Presently, Mr. Zeher serves as the President and CEO of Nutritional Laboratories, International, a privately-held contract manufacturer servicing the dietary supplement industry. He has held that office since February, 2006. From July 2003 until March 2005, Mr. Zeher was President and Chief Operating Officer of Pharmaceutical Formulations, Inc., a manufacturer of over 100 different types of solid-doseover-the-counter pharmaceutical products. From 1994 through February 2002, Mr. Zeher served as President and Chief Executive Officer of Lander Company, Inc., a manufacturer and marketer of health and beauty care products. In that capacity, he was responsible for the company’s worldwide operations and custom health care and international divisions. Mr. Zeher previously served as Vice President, Business Development for Johnson & Johnson, where he was responsible for the North American Consumer Sector business. Prior to taking that office, he held various sales and marketing positions with Johnson & Johnson. Mr. Zeher holds a Bachelors of Science in Business Administration from Old Dominion University.

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THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF JOHN M.
CLAYTON, WILLIAM C. EGAN AND MICHAEL A. ZEHER.

Continuing Directors with Terms Expiring in 2008

Lori H. Bush	50	Director since 2004
Carl J. Johnson	57	President and Chief Executive Officer; Director since 2001

Lori H. Bushwas elected to the Board of Directors in October 2004. Ms. Bush currently serves as the Chief Operating Officer of Helix BioMedix, Inc., a biopharmaceutical discovery and development company, and is the Managing Director of the Gremlin Group, a health and consumer product consulting company. From May 2001 to May 2006, Ms. Bush served as President of Nu Skin, a division of Nu Skin Enterprises, a NYSE-listed direct selling company that markets premium quality personal care and nutrition products through a global network of sales representatives. Ms. Bush served as Vice President of Marketing of Nu Skin from February 2000 to May 2001. Prior to joining Nu Skin, she worked at Johnson & Johnson Consumer Products Companies as the worldwide executive director over skin care ventures from May 1998 to February 2000. She also served as vice president of professional marketing at Neutrogena Corporation. Ms. Bush earned a Masters of Business Administration from Temple University and a Bachelors of Science from Ohio State University.

Carl J. Johnsonjoined Matrixx Initiatives, Inc. in July 2001 as President and Chief Executive Officer and as a member of the Board of Directors. Mr. Johnson has over thirty years of professional experience in the product development, marketing, and sales arenas with several large pharmaceutical and consumer goods companies. From 1993 to 2001, Mr. Johnson was Vice President, Commercial Development with Perrigo Company, a public company and leading manufacturer of OTC pharmaceutical and nutritional products for the store brand market. In that capacity he was responsible for the procurement of new products and technologies and contract manufacturing services with emphasis on Abbreviated New Drug Applications (ANDA) products. Mr. Johnson also worked at Johnson & Johnson from 1973 to 1989, where he held a number of high level marketing and sales positions, including responsibility for the national launch of the Acuvue^® disposable contact lens product. Mr. Johnson provided marketing leadership for a special team tasked to re-engineer Johnson & Johnson’s Consumer Sector sales, administrative and operational functions. He also held the position of Director of Marketing for Johnson & Johnson Baby Products Company. Prior to joining Johnson & Johnson he was an Account Executive at Compton Advertising servicing Procter & Gamble business. Mr. Johnson earned a Masters of Business Administration — Marketing from the Fairleigh Dickinson University and a Bachelors of Science in Economics from Wagner College.

Continuing Directors with Terms Expiring in 2009

Name	Age		Position With Company and Tenure
Samuel C. Cowley		47	Director since July 2005
Edward E. Faber*		74	Director since 2000, Chairman of the Board since 2001
L White Matthews, III		61	Director since 2003

*  Consistent with the Company’s Corporate Governance Principles, Mr. Faber has advised the Company that he will resign from the Board immediately before the 2008 annual meeting of stockholders, at which time he will be 75 years old.

Samuel C. Cowleywas elected to the Board of Directors in July 2005. Mr. Cowley currently serves as Executive Vice President and General Counsel for Swift Transportation Co., Inc. and is a member of Swift’s board of directors. Prior to joining Swift in March 2005, Mr. Cowley was a practicing attorney in the law firm of Snell & Wilmer L.L.P., Phoenix, Arizona since March 1990. Mr. Cowley’s practice was concentrated in mergers and acquisitions, securities regulation, including Sarbanes-Oxley Act compliance, and corporate finance. Previously he was associated with Reid & Priest, New York, New York. Mr. Cowley is a graduate of Cornell Law School, Ithaca, New York and of Brigham Young University, Provo, Utah with a Bachelors of Arts in Economics. Mr. Cowley is admitted to practice law in the States of Arizona and New York.

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Edward E. Faberwas elected to the Board of Directors in September 2000 and was named Chairman of the Board in April 2001. Retired from active management, Mr. Faber was President and Chief Executive Officer of SuperCuts, Inc., from 1991 to 1992, where he was responsible for organizing and executing a successful initial public stock offering for the company. Mr. Faber has over 30 years of experience building and managing high-technology growth companies. In 1976, he was the founding President of Computerland Corporation, where he led the development of the largest computer retailing company in the world. He retired from the company in 1983 but returned in 1985 to serve as Chairman and Chief Executive Officer until the company was sold in 1987. Mr. Faber continued to serve as Vice Chairman of the board of Computerland until 1990. Mr. Faber also previously served as Chairman and Chief Executive Officer of Dataphaz, Computerland’s largest franchise operator. Mr. Faber graduated from Cornell University with a Bachelors of Science in Industrial Labor Relations and served as an officer in the United States Marine Corps.

L. White Matthews, IIIwas elected to the Board of Directors in March 2003. Retired from active management, Mr. Matthews currently serves as a director and audit committee member of Imation Corp., an NYSE-listed data storage provider, a director of Mercantile Funds, Inc., a family of mutual funds, and a director and non-executive chairman of Ceridian Corp., a NYSE-listed human resources services company. Mr. Matthews brings extensive experience in the accounting, financial and audit fields of corporate management from having served as Chief Financial Officer of two large public corporations. From 1999 until 2001, Mr. Matthews served as Executive Vice President, Chief Financial Officer and member of the board of directors for Ecolab, Inc., an NYSE-listed developer and marketer of cleaning and sanitizing products and services. From 1977 to 1998, he served in various capacities with Union Pacific Corporation, including Executive Vice President-Finance and Chief Financial Officer from 1988 to 1998 and as a member of the board of directors from 1994 to 1998. Mr. Matthews earned a Masters of Business Administration in Finance and General Business from the University of Virginia’s Darden School of Business Administration and a Bachelors of Science in Economics from Hampden-Sydney College.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as otherwise noted, the following table sets forth information, as of March 26, 2007, with respect to the number of shares of our common stock beneficially owned by Messrs. Johnson, Hemelt, Clarot, Marini and Voevodsky, which officers are the Company’s named executive officers pursuant to the SEC rules (the “Named Executive Officers”), by individual directors, by all directors and officers as a group, and by persons known by Matrixx to beneficially own more than 5% of our outstanding common stock. The address of all persons (unless otherwise noted in the footnotes below) is Matrixx Initiatives, Inc. at 4742 North 24^th Street, Suite 455, Phoenix, Arizona 85016. The indicated percentages are based upon the number of shares of our common stock outstanding as of March 26, 2007, plus, where applicable, the number of shares that the indicated person or group had a right to acquire within 60 days of that date.

	Shares Beneficially Owned
			Shares Acquirable		Percent of
Name and Address of Beneficial Owner	Shares(1)		Within 60 Days(2)		Class
Paradigm Capital Management, Inc./PCM Advisors LLC(3)		743,150				7.4	%
Segall, Bryant & Hamill Investment Counsel(4)		674,295				6.7	%
Kennedy Capital Management, Inc.(5)		645,327				6.4	%
MFC Global Investment Management (US) LLC(6)		558,524				5.5	%
Jove Partners, LP(7)		500,000				5.0	%
Lori H. Bush		13,485		20,000		*
Timothy Clarot		24,857		105,700		1.3	%
John M. Clayton		14,505		—		*
Samuel C. Cowley		12,735		—		*
William C. Egan		22,735		40,000		*
Edward E. Faber		11,735		30,000		*
William Hemelt		50,355		66,666		1.2	%
Carl J. Johnson		118,286		119,400		2.3	%
James Marini		20,930		44,033		*
L. White Matthews, III		16,747		20,000		*
Michael Voevodsky(8)		500		50,000		*
Edward J. Walsh		13,335		30,000		*
Michael A. Zeher		11,735		20,000		*
All executive officers and directors as a group		331,940		555,800		8.3	%

*	Less than 1% of outstanding shares.
(1)	The number of shares shown includes shares that are individually or jointly owned, as well as shares over which the individual has either sole or shared investment or voting authority.
(2)	Reflects the number of shares that could be purchased by exercise of options available at March 26, 2007, or within 60 days thereafter under the Company’s stock option plans.
(3)	Paradigm Capital Management, Inc., Nine Elk Street, Albany, New York 12207. Paradigm Capital Management, Inc., Schedule 13G filing, dated and filed with the SEC on February 14, 2007, reports beneficial ownership of 743,150 shares, with sole voting power and sole dispositive power as to 743,150 shares. The Company makes no representations as to the accuracy or completeness of such information and believes theses filings represent share ownership as of March 26, 2007.

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(4)	Segall, Bryant & Hamill, 10 South Wacker Drive Suite 3500, Chicago, IL 60606. Segall, Bryant & Hamill, Form 13F filing, dated and filed with the SEC on February 13, 2007, reports beneficial ownership of 674,295 shares, with sole voting power as to 234,835 shares. The Company makes no representations as to the accuracy or completeness of such information and believes theses filings represent share ownership as of March 26, 2007.
(5)	Kennedy Capital Management, Inc., 10829 Olive Blvd., St. Louis, Missouri 63141. Kennedy Capital Management, Inc., Schedule 13G filing, dated and filed with the SEC on February 13, 2007, reports beneficial ownership of 645,327 shares, with sole voting power as to 636,377 shares and sole dispositive power as to 645,327 shares. The Company makes no representations as to the accuracy or completeness of such information and believes theses filings represent share ownership as of March 26, 2007.
(6)	Manulife Financial Corporation, 200 Bloor St., East, Toronto, Ontario, Canada, M4W 1E5. Manulife Financial Corporation, John Hancock Advisers, LLC and MFC Global Investment Management (U.S.), LLC (collectively, “Manulife”), Schedule 13G filing, dated and filed with the SEC on February 6, 2007, reports beneficial ownership collectively of 560,734 shares, with shared voting power and shared dispositive power as to 448,724 shares in John Hancock Advisers, LLC and sole voting power and sole dispositive power as to 112,010 shares, and shared voting power and shared dispositive power as to 448,724 shares in MFC Global Investment Management (U.S.), LLC. The Company makes no representations as to the accuracy or completeness of such information and believes theses filings represent share ownership as of March 26, 2007.
(7)	Jove Partners, LP, 595 Madison Avenue, 34th Floor, New York, New York 10022. Jove Partners, LP and Joel Tomas Citron (collectively, “Jove”) Schedule 13D filing, dated and filed with the SEC on February 22, 2007, reports beneficial ownership collectively of 500,000 shares, with shared voting power and shared dispositive power as to 500,000 shares. The Company makes no representations as to the accuracy or completeness of such information and believes theses filings represent share ownership as of March 26, 2007.
(8)	Mr. Voevodsky resigned from the Company effective January 31, 2007. Due to Mr. Voevodsky’s resignation, the beneficial ownership is set forth as of December 31, 2006.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and other persons who own more than 10% of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. These officers, directors and stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of the copies of such forms received by us, or on written representations that we have received from certain reporting persons that no forms were required for such persons, we believe that during the fiscal year ended December 31, 2006, and prior fiscal years, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with except that, due to an administrative oversight, Lori Bush and John Clayton, Directors of the Company, each filed one late report on Form 4 in 2006 relating to their election to participate in the directors Restricted Stock Program. Additionally, Jim Marini, Lynn Romero, Mike Voevodsky, and Michael Zeher each filed one late report, and Edward Walsh filed two late reports on Form 4 in 2006.

RELATED PARTY TRANSACTIONS

The Audit Committee of the Board of Directors is responsible for reviewing and approving all material transactions with any related party. Related parties include any of our directors, director nominees, executive officers, certain of our stockholders, and with respect to each of them, their immediate family members, any person (other than a tenant or employee) sharing their household and certain entities in which they own an interest that is greater than 10% (a “Related Party”). This obligation is set forth in writing in our Statement of Policy Regarding Related Party Transactions (the “Policy”).

To identify Related Party transactions, each year the Company submits and requires our directors and officers to complete Director and Officer Questionnaires identifying any transactions with the Company in which a Related Party has an interest. We review Related Party transactions due to the potential for a conflict of interest. A conflict of

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interest occurs when an individual’s private interest interferes, or appears to interfere, in any way with our interests. The Policy specifically provides that any “Related Party Transaction,” as defined in the Policy, must be approved or ratified by the Audit Committee. A Related Party Transaction is any transaction in which a Related Party and the Company or any of its subsidiaries are participants and where the amount involved exceeds $120,000 in the aggregate.

Management must evaluate all potential Related Party Transactions in light of any relevant contractual obligations of the Company and applicable law before recommending a Related Party Transaction to the Audit Committee for approval or ratification. The following transactions are exempt from the review requirement:

•  Transactions in which rates or charges are fixed in conformity with law or governmental authority;

•  Transactions involving less than $120,000 when aggregated with all similar transactions; and

•  Transactions available to all employees generally.

The Audit Committee will only approve or ratify a Related Party Transaction if the transaction is on terms no less favorable than those that could be obtained in arm’s length dealing with an unrelated party.

We expect the Company’s directors, officers and employees to act and make decisions that are in the Company’s best interests and encourage them to avoid situations that present a conflict between the Company’s interests and their own personal interests.

The Company did not have any Related Party Transactions between January 1, 2006 and the date of this proxy statement.

PROPOSAL 2 — RATIFICATION OF THE ANTICIPATED SELECTION OF MAYER HOFFMAN MCCANN P.C. AS INDEPENDENT AUDITORS OF THE COMPANY

The Audit Committee of our Board of Directors anticipates selecting Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year period ending March 31, 2008 (on February 9, 2007, the Company’s Board of Directors approved a change in the Company’s fiscal year end from December 31 to March 31; the Company’s new fiscal year began April 1, 2007 and will end March 31, 2008). Mayer Hoffman McCann P.C. has audited our financial statements since the fiscal year ended December 31, 2002 and has served as our independent registered public accounting firm since November 12, 2002.

Stockholder ratification of the appointment of Mayer Hoffman McCann P.C. is not required by our Bylaws or applicable law. However, our Board of Directors determined to submit such appointment to our stockholders for ratification as a matter of good corporate practice. In the event of a negative vote on such ratification, the Audit Committee may reconsider its selection. If the anticipated appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent accounting firm at any time during the year if the Audit Committee determines that such a change would be in the Company’s and the stockholders’ best interests.

UPON THE RECOMMENDATION OF OUR AUDIT COMMITTEE, THE BOARD OF DIRECTORS
RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF SUCH ANTICIPATED
APPOINTMENT.

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AUDIT MATTERS

Report of the Audit Committee

The following report concerns the Audit Committee’s activities regarding oversight of our financial reporting and auditing process and does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing that we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this Report.

The Audit Committee of the Board of Directors has furnished the following report for the twelve-month period ended December 31, 2006.

The Audit Committee has reviewed Matrixx’s audited financial statements for the year ended December 31, 2006 and has met with both management and Mayer Hoffman McCann P.C., Matrixx’s independent auditors, to discuss the financial statements. Management has represented to us that the financial statements were prepared in accordance with generally accepted accounting principles. We have received from and discussed with Mayer Hoffman McCann P.C. the written disclosure and matters required to be discussed by Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees). These items relate to that firm’s independence from Matrixx. We have also discussed with Mayer Hoffman McCann P.C. the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended by Statement on Auditing Standards No. 89 and No. 90.

Based upon the review and discussions described above, the Audit Committee recommended to the Board of Directors that Matrixx’s audited financial statements for the fiscal year ended December 31, 2006 be included in Matrixx’s Annual Report onForm 10-K for the fiscal year ended December 31, 2006 for filing with the SEC.

L. White Matthews, III, Chairman

Samuel C. Cowley

Edward E. Faber

Edward J. Walsh

Who are the Company’s independent auditors and will they be at the Annual Meeting?

We presently contemplate that Mayer Hoffman McCann P.C. will be retained as our principal accounting firm throughout the fiscal year ending March 31, 2008. We anticipate that a representative of Mayer Hoffman McCann P.C. will attend the Annual Meeting for the purpose of responding to appropriate questions. At the Annual Meeting, a representative of the firm will also be afforded an opportunity to make a statement if the firm so desires.

Mayer Hoffman McCann P.C. has advised us that no member of that firm has any financial interest, either direct or indirect, in the Company or any of our subsidiaries and it has no connection with the Company or any of our subsidiaries in any capacity other than that of our independent public accountants.

What fees were paid to our independent registered public accountants in 2005 and 2006?

The following table shows the fees paid or accrued by Matrixx for the audit and other services provided by the Company’s accountants for the fiscal years ended December 31, 2006 and 2005:

	2006		2005
Audit Fees for the years ended December 31and fees for the review of financial statements included in quarterly reports onForm 10-Q	$	157,500	$	164,200
Audit-Related Fees(1)		—		8,540
Tax Fees(2)		12,810		27,825
All Other Fees(3)		—		2,710
Total	$	170,310	$	203,275

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(1)	Includes accounting and financial reporting services related to Matrixx’s registration statements filed under the Securities Act of 1933, as amended.
(2)	Includes tax compliance, advice and planning.
(3)	Includes regulatory advisory services.

All services described above were approved by the Audit Committee.

The Audit Committee has considered and decided that the provisions of the non-audit services referred to in the “All Other Fees” portion of the above table (including the footnote thereto) are compatible with maintaining the independence of the Company’s auditors.

What are the Audit Committee’s pre-approval policies?

The Audit Committee pre-approves each audit service and non-audit service to be provided by the Company’s independent public accountants. The Audit Committee has delegated to the Chairman of the Audit Committee the authority to pre-approve audit and non-audit services to be performed by the independent public accountants if the services are not expected to cost more than $50,000. The Chairman must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. All of the services performed by Mayer Hoffman McCann P.C. for the Company in 2006 were pre-approved by the Audit Committee or the Chairman of the Audit Committee.

EXECUTIVE COMPENSATION

Compensation Discussion And Analysis

Introduction

The purpose of this Compensation Discussion and Analysis (“CDA”) is to provide information about the compensation that the Company awarded to our Named Executive Officers or that they earned in 2006 and to explain the Company’s compensation process and philosophy and the policies and the factors that underlie our decisions with respect to the Named Executive Officers’ compensation. As we describe in more detail below, the principal objectives of our executive compensation strategy are to attract and retain talented executives, reward business results, strongly differentiate pay based on performance and align the interest of executives with stockholders. In addition to rewarding business and individual performance, the compensation program is designed to promote both annual performance objectives and longer-term retention objectives.

What are our processes and procedures for considering and determining executive compensation?

The Compensation Committee.  The Compensation Committee is responsible for reviewing the performance of the Company’s executive management in achieving corporate goals and objectives; for seeking to ensure that executive management members are compensated appropriately in a manner consistent with the Company’s business strategies, competitive practices, and the requirements of applicable regulatory authorities; and for administering all of the Company’s stock-based compensation plans. The Committee operates under a written Compensation Committee Charter adopted by the Board and available on the Company’s website (www.matrixxinc.com). The Compensation Committee consists of Ms. Lori Bush (Chairman), Mr. John Clayton, Mr. William Egan, Mr. L. White Matthews, III, Mr. Edward Walsh, and Mr. Michael Zeher. The Committee met five times in 2006. The report of the Compensation Committee is set forth below under the heading “Report of the Compensation Committee.” All members of the Compensation Committee have met the independence requirements of Nasdaq listing standards. The Compensation Committee may create subcommittees, comprised of members of the Compensation Committee, and may delegate authority to the subcommittees.

The primary purpose of the Compensation Committee is to assist the Board in discharging its duties with respect to the compensation of the Company’s executive officers. Responsibilities include, but are not limited to:

•  annually reviewing and approving corporate goals and objectives relevant to the compensation of the Chief Executive Officer and other executive officers, evaluating executive performance in light of those goals and

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objectives, and recommend to the Board of Directors, the Chief Executive Officer’s compensation plan based on this evaluation;

•  approving all base salaries and other compensation of the Company’s executive officers;

•  overseeing and periodically reviewing the operation of all Company employee (including management and director) benefit plans;

•  reviewing and, if appropriate, recommending to the Board of Directors for adoption all employee (including management and director) compensation plans, programs and arrangements, including stock option and other equity compensation plans and programs and other perquisites and fringe benefit arrangements;

•  approving all discretionary awards under all Company equity compensation plans and programs; and

•  periodically reviewing the outside directors’ compensation arrangements to ensure their competitiveness and compliance with applicable laws, and recommending to the Board any appropriate changes to be made.

Role of Compensation Consultants.  The Compensation Committee has the authority to obtain advice and assistance from outside legal, accounting, or other advisors and consultants as deemed appropriate to assist in the continual development and evaluation of compensation policies and determination of compensation awards. The Company will provide appropriate funding, as determined by the Compensation Committee, for compensation to such advisers and consultants that the Compensation Committee chooses to engage. In April 2005, the Compensation Committee authorized the Company to engage Mercer Human Resource Consulting (“Mercer”) as an independent compensation consultant to assist the Committee in evaluating executive compensation programs and help redesign the incentive programs for the Company’s executive team. Mercer assisted the Compensation Committee by providing comparative market data on compensation practices and programs based on an analysis of peer companies. Mercer also provided guidance on industry best practices. Mercer’s findings assisted the Compensation Committee in enacting achange-of-control policy, creating a long-term incentive plan to promote long-term performance and key employee retention, and creating an annual incentive payout matrix related to achievingand/or surpassing annual targets.

Role of Management in Determining Executive Compensation.  All compensation decisions are made by the Compensation Committee. Management works with the Committee in establishing the agenda for Committee meetings and in preparing meeting information. Management provides information to the Committee on the performance of the executive officers for the Committee’s consideration and provides such other information as the Committee may request. Management also assists the Committee in recommending salary levels and the type and structure of other awards. As described below under the heading “What are the elements of the Company’s compensation program? — Annual Incentives,” executive officers also play a role in setting the targets for the Company’s annual incentive plans. At the request of the Chairman of the Committee, the CEO or other officers may attend and participate in portions of the Committee’s meetings.

What are the objectives of the Company’s compensation programs?

The principal objectives of the Company’s executive compensation programs are to attract and retain talented executives, reward business results, strongly differentiate pay based on performance and align the executive’s interests with stockholder interests. The objectives are based on the following core principles, which we explain in greater detail below:

•  Business Performance Accountability.  Compensation should be tied to the Company’s performance in key areas so that executives are held accountable through their compensation for the performance of the Company.

•  Individual Performance Accountability.  Compensation should be tied to an individual’s performance so that individual contributions to the Company’s performance are rewarded.

•  Alignment with Stockholder Interests.  Compensation should be tied to the Company’s stock performance through stock incentives so that executives’ interests are aligned with those of our stockholders.

•  Retention.  Compensation should be designed to promote key employee retention.

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•  Competitiveness.  Finally, the compensation program should be designed to attract, retain and reward key leaders critical to the Company’s success by providing competitive total compensation.

What is the compensation program designed to reward?

The objectives of our compensation programs can generally be summed up in two words: performance and retention. In addition to rewarding business and individual performance, the compensation program is designed to promote both annual performance objectives and longer-term retention objectives.

Annual incentives in our compensation program are principally cash-based. Annual incentives promote superior operational performance, disciplined cost management, and increased productivity and efficiency that contribute significantly to positive results for Matrixx’s stockholders. The elements of our compensation program that promote annual performance objectives are described below under the heading “What are the elements of the Company’s compensation program? — Annual Incentives.”

Long-term incentives in our compensation program are principally stock-based. Our stock-based incentives granted in 2006 were designed to promote long-term performance and key employee retention. The element of our 2006 compensation program that promotes long-term retention is our restricted stock grants. We describe these awards below under the heading “What are the elements of the Company’s compensation program? — Long-Term Incentives.”

On February 9, 2007 the Company modified its long-term incentive program objectives. We describe the process by which the program was modified below under the heading “What are the elements of the Company’s compensation program? — Long-Term Incentives.” The focus of the modified program is to promote key employee retention.

What are the elements of the Company’s compensation program?

In general, the Company’s compensation program consists of three major elements: base salary, performance-based annual incentives, and long-term incentives designed to promote key employee retention. In addition, the Company haschange-of-control arrangements for its executive officers.

Base Salary.  The Compensation Committee annually reviews and, if appropriate, adjusts each executive officer’s base salary. Annual salaries are based on the following factors:

•  Matrixx’s performance for the prior fiscal year and subjective evaluation of each executive’s contribution to that performance;

•  the performance of the particular executive in relation to established goals or strategic plans;

•  competitive levels of compensation for executive positions based on information drawn from compensation surveys and other relevant information; and

•  recommendations of the President and Chief Executive Officer (except in the case of his own compensation).

In setting salaries, the Committee links a high proportion of each Named Executive Officers’ compensation to performance through the annual incentive awards described below. Additionally, Mr. Marini, the Company’s Vice President of Sales, receives a base salary and quarterly sales commissions, which are paid if predetermined sales targets are met.

Based on the factors described in the preceding paragraph, the Compensation Committee approved the following base salaries for the Named Executive Officers, effective January 1, 2006: Mr. Johnson — $470,000; Mr. Hemelt — $248,000; Mr. Clarot — $209,000; Mr. Voevodsky — $191,000; and Mr. Marini — $156,000 (plus the sales commissions referenced above).

Annual Incentives.  The Company’s compensation structure provides for annual performance incentives that are linked to the Company’s sales and earnings objectives for the year. Annual incentives are generally awarded as cash compensation, but may include equity grants. The annual incentive process involves the following basic steps:

•  establishing overall Company performance goals at the beginning of the fiscal year;

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•  setting a target incentive for each individual; and

•  measuring actual performance against predetermined goals to determine incentive payouts or adjustments to the target incentive payment.

These steps are described below:

1) Establishing Company performance goals. Early in each fiscal year, the Compensation Committee, working with senior management and the entire Board, sets performance goals for the Company. The goals are set in order to incentivise management to grow the business and increase long-term shareholder value. For fiscal 2006, performance goals were based on two corporate financial measures; the achievement of at least $117 million in revenue and at least $9.6 million in net income for the fiscal year (“2006 Incentive Plan”).

2) Setting a target incentive. Each year the Compensation Committee sets a target incentive amount for each Named Executive Officer, generally expressed as a percentage of the executive’s base salary. This target amount is expected to be below the upper incentive limit established for each Named Executive Officer. The target incentive takes into account factors that the Committee deems relevant, including (but not limited to) a review of peer group compensation, and the assessment of the aggressiveness of the level of growth reflected in the Company’s annual operating plan.

3) Measuring performance. After the end of the fiscal year, the Committee reviews the Company’s actual performance against the predetermined performance goals established at the beginning of the year. The Committee also reviews the extent (if any) to which the Company’s performance goals have been surpassed, and may award each executive a incentive amount above the target incentive amount.

In determining the extent to which the pre-set performance goals are met for a given period, the Committee exercises its judgment whether to reflect or exclude the impact of changes in accounting principles and extraordinary, unusual or infrequently occurring events reported in the Company’s public filings. To the extent appropriate, the Committee will also consider the nature and impact of such events in the context of the incentive determination.

Early in 2007, the Committee determined fiscal 2006 performance targets were not met. As a result of this determination, the Committee did not award annual incentives to the Named Executive Officers.

Long-Term Incentives.  Previously, the Company granted equity awards to compensate individuals for prior performance and to promote long-term performance and key employee retention. Early in 2007, the Committee determined that the purposes of long-term incentives are more effectively served if the equity grants are issued to promote retention versus prior or future performance, particularly since the Company’s annual incentives (described above) effectively promote the performance of the Named Executive Officers. The objective of the program is to align compensation over a multi-year period with the interests of stockholders of the Company by motivating and rewarding the creation and preservation of long-term stockholder value. The level of long-term incentive compensation is determined based on an evaluation of competitive factors in conjunction with total compensation provided to the Named Executive Officers and the goals of the compensation program described above. The Company’s long-term compensation is typically in the form of restricted stock and the Committee does not expect to grant stock options for this purpose. Restricted stock is impacted by all stock price changes, so the value to named executives is affected by both increases and decreases in stock price. Restricted stock grants are recorded at 100% of the closing price of Matrixx common stock on the date of grant.

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In furtherance of the Committee’s modification to its long-term incentive program objectives, on February 9, 2007, the Compensation Committee approved two separate restricted stock grants to the following Named Executive Officers:

		Restricted Stock		Restricted Stock
		Award		Award
Name	Position	(# of Shares)(1)		(# of Shares)(2)
Carl J. Johnson	Chief Executive Officer, President		29,851		16,981
William J. Hemelt	Chief Financial Officer, Executive Vice President of Operations, Treasurer		15,547		4,521
Timothy L. Clarot	Vice President, Research and Development		13,338		3,818
James A. Marini	Vice President, Marketing		9,603		2,914

(1)

The restricted shares in this column vest over a three-year period, one-third on March 31, 2008, one-third on March 31, 2009, and one-third on March 31, 2010. The number of shares of restricted stock granted to each Named Executive Officer was determined by dividing the Named Executive’s 2007 base salary by the closing price of the Company’s stock on the Nasdaq Global Select Market on February 9, 2007 ($16.75). The following base salaries for the Named Executive Officers, effective January 1, 2007, are as follows: Mr. Johnson — $500,000; Mr. Hemelt — $260,400; Mr. Clarot — $223,400; and Mr. Marini — $160,840 (plus the sales commissions referenced above).

(2)

The restricted shares in this column vest over a two-year period, one-half on March 31, 2008, and one-half on March 31, 2009. As a condition to receiving the restricted share grants in this column, each of the Named Executive Officers was required to surrender to the Company an equal number of restricted shares granted to such Named Executive Officer on February 9, 2006. The surrendered 2006 grants provided that the restricted shares would vest in early 2009 if 2008 performance objectives to be established by the Committee were met.

Change-of-Control Agreements.  We describe ourChange-of-Control Agreements under the heading “Potential Payments Upon Termination orChange-in-Control —Change-of-Control Arrangements.”

Perquisites.  The Company does not offer any perquisites, as defined in the SEC’s compensation disclosure rules.

Why does the Company choose to pay each element of compensation to its Named Executive Officers?

We choose to pay each element of compensation to further the objectives of our compensation program described above, including the need to attract, retain, and reward key leaders critical to our success by providing competitive total compensation.

How does each element of compensation and the Company’s decisions regarding that element fit into the Company’s overall compensation objectives and affect decisions regarding other elements?

Before establishing or recommending executive compensation payments or awards, the Committee considers all the components of such compensation, including current pay (salary and bonus, if any), annual and long-term incentive awards, retirement benefits,outstanding equity awards, and potentialchange-of-control severance payments. The Committee considers each element in relation to the others when setting total compensation.

What impact do taxation and accounting considerations have on the decisions regarding executive compensation?

Section 162(m) of the Internal Revenue Code limits the deductibility of executive compensation paid by publicly held corporations to $1 million for each executive officer named in this Proxy Statement. The $1 million limitation generally does not apply to compensation that is considered performance-based. Non-performance-based compensation paid to Matrixx’s executive officers for the 2006 fiscal year did not exceed the $1 million limit for any employee. The Company does not use the deduction as a justification for awarding compensation in excess of $1 million. However, to the extent awards may exceed $1 million, the Company believes it is in the stockholders’

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best interests to award compensation that will qualify as “performance-based” in order to take advantage of the deduction. The Company has not adopted a policy requiring all such compensation to be deductible.

We believe that Matrixx’s compensation policy satisfies Section 162(m) of the Internal Revenue Code. As a result, we believe that the compensation paid under this policy is not subject to limits of deductibility. However, there can be no assurance that the Internal Revenue Service would reach the same conclusion. Moreover, Matrixx will not be entitled to a deduction with respect to payments that are contingent upon achange-of-control if such payments are deemed to constitute “excess parachute payments” pursuant to Section 280G of the Code and do not qualify as reasonable compensation pursuant to that Section. Such payments will subject the recipients to a 20% excise tax.

In addition to Section 162(m) limitations, the Committee and the Board also take into account other tax and accounting consequences of its total compensation program and the individual components of compensation, and weigh these factors when setting total compensation and determining the individual elements of an officer’s compensation package.

Report of the Compensation Committee

The Compensation Committee of the Board submitted the following report:

The Compensation Committee is composed of six non-employee directors, each of whom is independent as defined by the Nasdaq listing standards.

In accordance with SEC rules, the Compensation Committee discussed and reviewed the Compensation Discussion and Analysis beginning on page 15 of this proxy statement with management and, based on those discussions and review, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Lori H. Bush, Chairman

John M. Clayton

William C. Egan

L. White Matthews, III

Edward J. Walsh

Michael A. Zeher

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Summary Compensation Table

													Change in Pension
													Value and
													Nonqualified
											Non-Equity		Deferred
							Stock		Option		Incentive Plan		Compensation		All Other
			Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
Name and Principal Position	Year		($)		($)		($)(1)		($)(2)		($)(3)		($)		($)(4)		($)
Carl J. Johnson,		2006		470,000		0		102,168		1,088		0		0		9,873		583,129
President and Chief
Executive Officer
William J. Hemelt,		2006		248,000		0		27,201		9,872		0		0		9,165		294,238
Executive Vice President, Chief Financial Officer and Treasurer
Timothy L. Clarot,		2006		209,000		0		22,965		34,883		0		0		8,800		275,648
Vice President, Research and Development
James Marini,		2006		156,000		0		17,527		19,138		24,759		0		8,800		226,224
Vice President, Sales
Michael Voevodsky,		2006		191,000		0		21,756		23,923		0		0		8,800		245,579
Vice President,
Marketing(5)

(1)	This column reflects the dollar amounts expensed by the Company during 2006 for financial reporting purposes for restricted stock awards held by the Named Executive Officers and does not reflect value actually received by the Named Executive Officers. The Option Exercises and Stock Vested table discloses the value of stock awards that actually vested during 2006. Of the awards outstanding during 2006, we use assumptions and judgment in estimating the related annual compensation expense. The Company recognizes compensation expense for restricted stock over the requisite vesting period at the grant date closing price of the shares awarded.
(2)	This column represents the dollar amount recognized by the Company for financial statement reporting purposes with respect to fiscal year 2006 vesting of stock option grants. The Company did not grant stock options to the Named Executive Officers in 2006. For details regarding the assumptions used in determining the compensation expense related to stock options made in prior years, see “Stock Based Compensation” in Note 1 of Notes to Consolidated Financial Statements in the Company’s Annual Report onForm 10-K for the fiscal year ended 2006. There were no forfeitures of stock options during 2006.
(3)	A portion of Mr. Marini’s annual compensation is quarterly sales commissions. Quarterly commissions are awarded when predetermined sales targets are met.
(4)	The amounts in this column for 2006 consist of matching contributions to the Company’s 401(k) plan: Mr. Johnson — $8,800; Mr. Hemelt — $8,800; Mr. Clarot — $8,800; Mr. Marini — $8,800; and Mr. Voevodsky — $8,800; and reported taxable income under a life insurance plan: Mr. Johnson — $1,073; and Mr. Hemelt — $365. The Company does not offer its Named Executive Officers any perquisites, as defined in the SEC’s compensation disclosure rules.
(5)	Mr. Voevodsky resigned from the Company effective January 31, 2007.

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Grants of Plan-Based Awards

															All Other		All Other
															Stock		Options	Exercise	Grant
									Estimated Future Payouts Under						Awards:		Awards:	or Base	Date
			Estimated Possible Payouts Under						Equity Incentive Plan						Number of		Number of	Price of	Value of
			Non-Equity Incentive Plan Awards(1)						Awards(2)						Shares of		Securities	Option	Stock and
			Threshold		Target		Maximum		Threshold		Target		Maximum		Stock or		Underlying	Awards	Option
Name	Grant Date		($)		($)		($)		(#)		(#)		(#)		Units (#)(3)		Options (#)	($/SH)	Awards(4)
Carl J. Johnson,		2/9/2006		0		235,000		470,000		0		16,981		16,981		16,980				743,746
President and Chief
Executive Officer
William J. Hemelt,		2/9/2006		0		99,200		198,400		0		4,521		4,521		4,520				197,998
Executive Vice
President, Chief
Financial Officer
and Treasurer
Timothy L. Clarot,		2/9/2006		0		62,700		125,400		0		3,818		3,818		3,817				167,207
Vice President,
Research and
Development
James Marini,		2/9/2006		0		46,800		93,600		0		2,914		2,914		2,912				158,403
Vice President, Sales
Michael Voevodsky,		2/9/2006		0		57,300		114,600		0		3,617		3,617		3,616				127,589
Vice President,
Marketing

(1)	The amounts in this column represent the possible cash payouts under the 2006 Incentive Plan. The 2006 Incentive Plan is described under the heading “Compensation Discussion and Analysis — What are the elements of the Company’s compensation program? — Annual Incentives.” There were no actual awards payable to the Named Executive Officers under the 2006 Plan due to the failure to meet the Company’s revenue and earnings performance measures under the 2006 Incentive Plan.
(2)	The amounts in this column represent performance shares that were to be payable in early 2009 only if 2008 performance objectives were met. Effective February 9, 2007, each of the Named Executive Officers, other than Mr. Voevodsky, who resigned from the Company on January 31, 2007, surrendered these performance shares to the Company for an equal number of restricted shares that vest over a two-year period, one-half on March 31, 2008, and one-half on March 31, 2009. See “Compensation Discussion and Analysis — What are the elements of the Company’s compensation program? — Long-Term Incentives.”
(3)	The amounts in this column represent restricted stock grants that vest on February 9, 2009. Mr. Voevodsky resigned from the Company effective January 31, 2007
(4)	The amounts in this column represent the full grant date fair value for financial reporting purposes for the 2006 restricted stock awards.

Agreements With Named Executive Officers

Employment Agreement with Carl J. Johnson.  We have entered into an employment agreement with Carl J. Johnson, our President and Chief Executive Officer, which became effective in July 2001 when Mr. Johnson first joined Matrixx and which was amended and restated in October, 2006. Mr. Johnson’s employment agreement contains an automatic annual renewal of the agreement each July 1 unless Mr. Johnson or the Company provides notice of termination at least 90 days before the July 1 renewal date.

Mr. Johnson’s employment agreement specifies certain financial arrangements that we will provide in the event that Mr. Johnson’s employment is terminated without “Cause,” as well as upon certain events involving a“Change-of-Control” of Matrixx. If we terminate Mr. Johnson without Cause or if he voluntarily resigns for “Good Reason,” he will be entitled to receive, over a subsequent period equal to one year or the remaining term of the agreement, whichever is longer, semi-monthly payments which, when annualized, would be equal to his annual base salary in effect at the time of his termination, plus an amount equal to the average of the annual incentive bonus payments paid to Mr. Johnson in the two fiscal years preceding the fiscal year in which he was terminated.

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In the event that Mr. Johnson’s employment is terminated in connection with aChange-of-Control of Matrixx, Mr. Johnson will be entitled to the same benefits described in the preceding paragraph, except that, in lieu of an amount equal to his base salary plus his average annual incentive bonus paid over a12-month or possibly longer term, Mr. Johnson would be entitled to receive a lump sum payment equal to two times his base salary in effect in the fiscal year immediately prior to the fiscal year in which theChange-of-Control occurs, plus an amount equal to the average of the annual incentive payments paid to him in the two fiscal years preceding the fiscal year in which theChange-of-Control occurs.

Mr. Johnson’s employment agreement also requires the Company to transfer a life insurance policy to Mr. Johnson upon the occurrence of (a) the termination of Mr. Johnson’s employment for any reason after December 31, 2008; (b) the termination of Mr. Johnson’s employment as a result of Mr. Johnson’s total disability; (c) the termination of Mr. Johnson’s employment by the Company without Cause on or prior to December 31, 2008; (d) Mr. Johnson’s termination of employment for Good Reason on or prior to December 31, 2008; or (e) the Company’s notice to Mr. Johnson of its election not to renew the employment agreement. In addition, upon the occurrence of the events specified in this paragraph, the Company must pay to Mr. Johnson an amount equal to the total presumed federal and state taxes that could be imposed with respect to the income tax payable upon the transfer and assignment of the policy. The face amount and cash surrender value of the insurance policy at December 31, 2006 was $650,000 and $68,835, respectively. The insurance arrangement described in this paragraph is referred to in this proxy statement as the “Johnson Insurance Arrangement.”

The employment agreement contains provisions that restrict Mr. Johnson, during the term of his employment and for a period of one year following his voluntary or involuntary termination, from directly or indirectly competing with Matrixx or soliciting Matrixx’s employees or customers.

The definitions of“Change-of-Control,” “Cause” and “Good Reason” in Mr. Johnson’s employment agreement are substantially similar to the definitions of those terms in theChange-of-Control Agreements described immediately below.

Change-of-Control Agreements.  The Company has entered intoChange-of-Control Agreements with each of the Named Executive Officers, other than Mr. Johnson, whosechange-of-control arrangement is contained in his employment agreement with the Company, as described above. The Company intends that these agreements provide stability in its key management in the event the Company experiences achange-of-control. The agreements provide for severance payment to the Named Executive Officers in the event of achange-of-control of the Company or if the Named Executive Officer terminates his or her employment for “Good Reason.” In the event of an officer’s retirement, death or disability, termination for “Cause,” termination by a Named Executive Officer without Good Reason or termination by the Named Executive Officer or the Company without Good Reason before aChange-of-Control occurs; the Named Executive Officer will not receive payments under theChange-of-Control Agreement.

The severance payment is an amount equal to (a) the Named Executive Officer’s base salary in effect for the fiscal year immediately prior to the fiscal year in which termination of employment occurs plus (b) the average of the annual incentive bonuses paid to the Named Executive Officer for the two fiscal years immediately preceding the fiscal year in which theChange-of-Control occurs. The Named Executive Officer will receive the severance payment in one lump sum on the first day of the seventh month following the officer’s termination. In addition to the severance payment, shares granted to the Named Executive Officers pursuant to the 2001 Incentive Plan will vest and all restrictions will lapse as of the effective date of theChange-of-Control.

In addition, under eachChange-of-Control Agreement, each executive is entitled to receive continuation of the Company’s group health plan coverage under COBRA. The Company will pay the portion of the employer’s share of the cost of the premium for 18 months of the COBRA coverage period (in accordance with any premium cost-sharing arrangement in effect as of the date of termination).

“Change-of-Control” means and will be deemed to have occurred if: (1) any person (not including the Company, any Company employee benefit plan, the Named Executive officer, or any other person already owning 15% or more of the voting power at the time of theChange-of-Control Agreement) becomes a beneficial owner (pursuant toRule 13d-3 under the Exchange Act), either directly or indirectly, of 15% or more of the combined

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voting power of the Company’s outstanding securities having a right to vote; (2) any stockholder of the Company beneficially owning 15% or more of the combined voting power of the Company’s outstanding securities as of the date of theChange-of-Control Agreement becomes the beneficial owner of 20% or more of the combined voting power of the Company’s then outstanding securities ordinarily having the right to vote at an election of directors; (3) individuals who, as of the date of theChange-of-Control Agreement, constitute the Board of Directors cease for any reason to constitute at least 80% of the Board of Directors; provided however, that any person becoming a member of the Board of Directors after the date of theChange-of-Control Agreement whose election was approved by a vote of at least 80% of the members of the Board of Directors that were members as of the date of theChange-of-Control Agreement, shall be considered as though that person was a member of the Board of Directors as of the date of theChange-of-Control Agreement; or (4) approval by the stockholders of the Company and consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company, and persons that that were stockholders of the Company immediately prior to the transaction do not immediately thereafter own more than 80% of the combined voting power of the outstanding voting securities of the new merged, consolidated, reorganized or purchasing corporation and 80% of the members of the Board of Directors of the new merged, consolidated, reorganized or purchasing corporation were not members of the Company’s Board of Directors prior to the consummation of the reorganization, merger, consolidation or purchase.

“Cause,” is defined in eachChange-of-Control Agreement as gross and willful misconduct resulting in material injury to the company, fraudulent or criminal conduct that may have an adverse impact on the Company or its affiliate’s name or reputation, failure or refusal to perform duties, use of drug or alcohol in violation of the Company’s policy or a material breach of the Named Executive Officer’s employment obligations.

“Good Reason” is defined in eachChange-of-Control Agreement as (a) the Named Executive Officer’s compensation is reduced by the Company; (b) the Named Executive Officer’s functions, dutiesand/or responsibilities are significantly reduced so as to cause his position with the Company to become of materially less dignity, responsibilityand/or importance; or (c) the Named Executive Officer is required to relocate more than 60 miles away from the Company’s then-current location more than once during the term of the agreement.

Insurance Agreement with Mr. Hemelt.  On October 18, 2006, the Company’s Board of Directors approved an agreement with Mr. Hemelt (the “Hemelt Insurance Agreement”). The Hemelt Insurance Agreement requires the Company to transfer a life insurance policy to Mr. Hemelt upon the occurrence of (a) the termination of Mr. Hemelt’s employment for any reason after March 31, 2007; (b) the termination of Mr. Hemelt’s employment as a result of Mr. Hemelt’s total disability; (c) the termination of Mr. Hemelt’s employment by the Company without Cause on or prior to March 31, 2007; or (d) Mr. Hemelt’s termination of employment for Good Reason on or prior to March 31, 2007. In addition, upon the occurrence of the events specified in this paragraph, the Company must pay to Mr. Hemelt an amount equal to the total presumed federal and state taxes that could be imposed with respect to the income tax payable upon the transfer and assignment of the policy. The definitions of Cause” and “Good Reason” in the Hemelt Insurance Agreement are substantially similar to the definitions of those terms in theChange-of-Control Agreements described immediately above. The face amount and cash surrender value of the insurance policy at December 31, 2006 was $400,000 and $13,934, respectively.

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Outstanding Equity Awards at Fiscal Year-End

	Option Awards								Stock Awards
													Equity
													Incentive
													Plan		Equity
													Awards:		Incentive Plan
											Market		Number of		Awards:
	Number of		Number of						Number of		Value of		Unearned		Market or
	Securities		Securities						Shares or		Shares of		Shares, Units		Payout Value
	Underlying		Underlying						Units of		Stock		or Other		of Unearned
	Unexercised		Unexercised						Stock That		That Have		Rights That		Shares, Units
	Options		Options		Option		Option		Have Not		Not		Have Not		or Other Rights
	(#)		(#)		Exercise		Expiration		Vested		Vested		Vested		That Have Not
Name	Exercisable		Unexercisable		Price($)		Date		(#)(1)		($)(2)		(#)(3)		Vested ($)(4)
Carl J. Johnson,		18,000		—		9.63		07/09/2007		38,454	$	612,572		16,981	$	270,507
President and Chief		4,400		—		8.50		12/20/2009
Executive Officer(5)		25,000		—		8.45		01/16/2010
		50,000		—		17.90		01/15/2011
		40,000		—		10.73		02/07/2012
William J. Hemelt,		10,000		—		7.96		07/22/2010		9,287	$	147,942		4,521	$	72,020
Executive Vice		20,000		—		17.90		01/15/2011
President, Chief		16,666		8,334		8.13		7/30/2011
Financial Officer		20,000		—		10.73		02/07/2012
and Treasurer(6)
Timothy L. Clarot,		25,000		—		9.63		06/18/2009		7,100	$	113,103		3,818	$	60,821
Vice President,		700		—		8.50		12/20/2009
Research and		20,000		—		8.45		01/16/2010
Development(7)		20,000		—		17.90		01/15/2011
		20,000		10,000		8.13		7/30/2011
		20,000		—		10.73		02/07/2012
James Marini,		700		—		8.50		12/20/2009		5,182	$	82,549		2,914	$	46,420
Vice President,		20,000		—		17.90		01/15/2011
Sales(8)		13,333		6,667		8.13		7/30/2011
		10,000		—		10.73		02/07/2012
Michael Voevodsky,		50,000		—		17.90		01/15/2011		5,068	$	80,733		3,617	$	57,619
Vice President,		8,333		8,334		8.13		7/30/2011
Marketing(9)

(1)	This column consists of unvested restricted stock shares, as discussed under the heading “Compensation Discussion and Analysis — What are the elements of the Company’s compensation program? — Long-Term Incentives.”
(2)	The amount in this column is calculated by multiplying the closing market price of our common stock at the end of 2006 ($15.93 per share as of December 29, 2006) by the number of restricted shares listed for the specified officer.
(3)	This column consists of the restricted shares awarded to the Named Executives in 2006 that provided that the shares would vest in early 2009 if 2008 performance objectives to be established by the Committee were met. As discussed under “Compensation Discussion and Analysis — What are the Company’s compensation program — Long-term Incentives?” these awards were surrendered for restricted share awards of an identical amount in early 2007.
(4)	The amount in this column is calculated by multiplying the closing market price of our common stock at the end of 2006 ($15.93 per share as of December 29, 2006) by the number of performance shares listed for the specified officer.

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(5)	Includes 7,360 shares of restricted stock that vested on1/15/2007, 14,113 shares of restricted stock that vest on2/7/2008, 16,981 shares of restricted stock that vest on2/9/2009, and 16,981 shares of unearned restricted stock that were to be payable on2/9/2009 only if 2008 performance objectives were met.
(6)	Includes 8,334 options that vest on7/30/2007, 1,696 shares of restricted stock that vested on1/15/2007, 3,070 shares of restricted stock that vest on2/7/2008, 4,521 shares of restricted stock that vest on2/9/2009, and 4,521 shares of unearned restricted stock that were to be payable on2/9/2009 only if 2008 performance objectives were met.
(7)	Includes 10,000 options that vest on7/30/2007, 756 shares of restricted stock that vested on1/15/2007, 2,527 shares of restricted stock that vest on2/7/2008, 3,818 shares of restricted stock that vest on2/9/2009, and 3,818 shares of unearned restricted stock that were to be payable on2/9/2009 only if 2008 performance objectives were met.
(8)	Includes 6,667 options that vest on7/30/2007, 877 shares of restricted stock that vested on1/15/2007, 1,392 shares of restricted stock that vest on2/7/2008, 2,913 shares of restricted stock that vest on2/9/2009, and 2,914 shares of unearned restricted stock that were to be payable on2/9/2009 only if 2008 performance objectives were met.
(9)	Includes 8,334 options that vest on7/30/2007, 1,452 shares of restricted stock that vest on2/7/2008, 3,616 shares of restricted stock that vest on2/9/2009, and 3,617 shares of unearned restricted stock that were to be payable on2/9/2009 only if 2008 performance objectives were met. Mr. Voevodsky resigned from the Company effective January 31, 2007.

Option Exercises and Stock Vested in Fiscal 2006

	Option Awards				Stock Awards
	Number of Shares		Value Realized On		Number of Shares		Value Realized
	Acquired on Exercise		Exercise		Acquired on Vesting		on Vesting
Name	(#)		($)(1)		(#)(2)		($)
Carl J. Johnson,		60,000		710,585		5,000		108,300
President and Chief Executive Officer
William J. Hemelt,		46,700		598,077		900		19,494
Executive Vice President, Chief Financial Officer and Treasurer
Timothy L. Clarot,		0		0		600		12,996
Vice President, Research and Development
James Marini,		12,000		191,140		600		12,996
Vice President, Sales
Michael Voevodsky,		18,333		280,894		0		0
Vice President, Marketing(3)

(1)	Represents the number of options exercised multiplied by the difference between the market price of the Company’s common stock on the exercise date and the exercise price of the options.
(2)	Represents restricted stock awards that vested in 2006.
(3)	Mr. Voevodsky resigned from the Company effective January 31, 2007.

Potential Payments Upon Termination orChange-of-Control

In this section of the proxy statement, we describe the potential payments that each of the Named Executive Officers could receive following termination of employment, including through resignation, severance, retirement, death, disability or achange-of-control of the Company (each, a “Termination Event”). We first describe plans, agreements, or arrangements under which each Named Executive Officer could receive payments following a

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Termination Event, excluding those that do not discriminate in favor of our executive officers and that are available generally to all salaried employees (“Termination Plans”). We then discuss the potential payments that could be due to each Named Executive Officer under the Termination Plans because of a Termination Event. As required by SEC rules, we have calculated these payments as if each Termination Event occurred on December 29, 2006, the last business day of 2006, and the price per share of the Company’s common stock is the closing market price on that same day (December 29, 2006 closing market price of $15.93). We also have discussed the assumptions underlying the payments. Although Mr. Voevodsky resigned from the Company effective January 31, 2007, SEC rules require us to disclose potential payments to Mr. Voevodsky if he had experienced a Termination Event on December 29, 2006. The payments to the Named Executive Officers under the various Termination Event scenarios described in this section are not intended to affect the Company’s obligations to the Named Executive Officers. Those obligations are subject to, and qualified by, the contracts or arrangements giving rise to such obligations.

Change-of-Control Arrangements

Ourchange-of-control arrangements and the events triggeringchange-of-control payments are discussed in detail under “Agreements with Named Executive Officers.” As noted under that section, Mr. Johnson’schange-of-control arrangement is included in his employment agreement with the Company and thechange-of-control arrangements with the other Named Executive Officers are reflected in separateChange-of-Control Agreements. The terms of eachchange-of-control arrangement are substantially similar. Assuming a Termination Event triggering payments under thechange-of-control arrangements occurred on December 29, 2006, each Named Executive Officer would be eligible to receive the following severance payments: Mr. Johnson $1,237,500; Mr. Hemelt $360,000; Mr. Clarot $302,500; Mr. Voevodsky $277,500; and Mr. Marini $225,000.

Mr. Johnson’s Employment Agreement

Mr. Johnson’s employment agreement with the Company and the events that would trigger payments to Mr. Johnson upon his termination of employment are discussed in detail under “Agreements with Named Executive Officers — Employment Agreement with Carl J. Johnson.”

Termination without Cause or for Good Reason.  Assuming that, on December 29, 2006, the Company terminated Mr. Johnson’s employment without Cause or Mr. Johnson terminates his employment for Good Reason, the Company would have been required to pay Mr. Johnson the following: (a) accrued and unpaid salary, vacation days, and expenses (“Accrued Salary and Expenses”); (b) the pro rata share of any 2006 annual incentive payment (no annual incentive bonus was paid for 2006, so this amount would be zero); (c) one year of Mr. Johnson’s salary as of December 29, 2006 ($470,000), payable over a twelve-month period, plus the average of his annual incentive payments for the prior two fiscal years, 2005 and 2004 $387,500; and (d) any benefits accrued and vested that are required to be provided by the terms of any Company-sponsored benefit plans or programs (“Accrued Benefits”), together with any benefits required to be paid or provided in the event of Mr. Johnson’s death or disability. In addition, the Company would be required to transfer a life insurance policy to Mr. Johnson pursuant to the Johnson Insurance Arrangement described under “Agreements with Named Executive Officers — Employment Agreement with Carl J. Johnson.” The face amount and cash surrender value of the insurance policy at December 31, 2006 was $650,000 and $68,835, respectively, and the taxgross-up payment associated with the policy at that date would have been approximately $45,890 (collectively, the “Johnson Insurance Policy Benefit”).

Termination for Cause or without Good Reason.  Assuming that, on December 29, 2006, the Company terminated Mr. Johnson’s employment for Cause or Mr. Johnson terminated his employment without Good Reason, other than upon death or disability, the Company would have been required to pay Mr. Johnson the following: (a) Accrued Salary and Expenses; (b) the pro rata share of any 2006 annual incentive payment (no annual incentive bonus was paid for 2006, so this amount would be zero); and (c) Accrued Benefits, together with any benefits required to be paid or provided under applicable law.

Termination for Death or Disability.  Assuming that, on December 29, 2006, Mr. Johnson’s employment terminated because of his death or disability, the Company would have been required to pay Mr. Johnson’s estate the following: (a) Accrued Salary and Expenses; (b) the pro rata share of any 2006 annual incentive payment (no annual

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incentive bonus was paid for 2006, so this amount would be zero); (c) Accrued Benefits, together with any benefits required to be paid or provided under applicable law; and (d) the Johnson Insurance Policy Benefit.

Hemelt Insurance Agreement

Mr. Hemelt’s insurance agreement with the Company is discussed in detail under “Agreements with Named Executive Officers — Insurance Agreement with Mr. Hemelt.” Assuming that, on December 29, 2006, the Company terminated Mr. Hemelt’s employment without Cause, Mr. Hemelt terminated his employment for Good Reason, or Mr. Hemelt’s employment was terminated as a result of his death or disability, the Company would have been required to transfer a life insurance policy to Mr. Hemelt pursuant to the Hemelt Insurance Agreement. The face amount and cash surrender value of the insurance policy at December 31, 2006 was $400,000 and $13,934, respectively, and the taxgross-up payment associated with the policy at that date would have been approximately $9,290 (the “Hemelt Insurance Benefit”). Mr. Hemelt would not have been entitled to the Hemelt Insurance Benefit if Mr. Hemelt’s employment terminated for any other reason as of December 29, 2006.

Retirement

The Company does not provide any retirement benefits to its Named Executive Officers beyond the Company’s 401(k) plan, which is available to employees meeting the plan’s eligibility requirements.

In addition to the severance payments described in the preceding paragraph, shares granted to the Named Executive Officers pursuant to the 2001 Incentive Plan would vest and all restrictions would lapse as of the effective date of theChange-of-Control. Assuming aChange-of-Control occurred on December 29, 2006, a) each Named Executive Officer’s unvested options would immediately vest and each Named Executive Officer would be able to realize the following values (based on the difference between the closing market price of the underlying securities on December 29, 2006 and the exercise price of the options); Mr. Hemelt — $65,005; Mr. Clarot — $78,000; Mr. Voevodsky — $65,005; and Mr. Marini — $52,003. Mr. Johnson did not have any unvested options on December 29, 2006; and b) the restrictions on each Named Executive Officer’s restricted stock would lapse and each Named Executive Officer would be able to realize the following values (based on the closing market price of the underlying securities on December 29, 2006 times the number of shares affected); Mr. Johnson — $883,079; Mr. Hemelt — $219,962; Mr. Clarot — $173,924; Mr. Voevodsky — $138,352; and Mr. Marini — $128,969.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee was an officer or employee of Matrixx or any of its subsidiaries in the fiscal year ended December 31, 2006, or was formerly such an officer or employee or had any other relationship requiring disclosure hereunder.

ADDITIONAL INFORMATION

How do we submit stockholder proposals or director nominations for the next Annual Meeting?

Any stockholder desiring to have a proposal included in our proxy statement and form of proxy for our 2008 Annual Meeting of Stockholders, including a director nominee recommendation, must deliver such proposal (which must comply with the requirements ofRule 14a-8 promulgated under the Securities Exchange Act of 1934) to our principal executive offices no later than December 15, 2007. Stockholder proposals, including director nominee recommendations, must be received by the Secretary of the Company no later then the close of business on February 15, 2008 but no earlier than January 16, 2008, in accordance with the applicable provisions of the Company’s Bylaws, a copy of which is available upon written request to the Secretary. The Secretary will forward all director nominee recommendations to the Corporate Governance and Nominating Committee for its review. If a stockholder submits a proposal after the close of business on February 28, 2008, the Company’s proxy holders will be allowed to use their discretionary voting authority to vote against the proposal when and if the proposal is raised at the 2008 Annual Meeting.

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How many annual reports and proxy statements are delivered to a shared address?

If you and one or more stockholders of Company stock share the same address, it is possible that only one annual report and proxy statement was delivered to your address. This is known as “householding.” Any registered stockholder who wishes to receive separate copies of an annual report or proxy statement at the same address now or in the future may:

•  call the Company’s Stockholder Services at ADP800-542-1061; or

•  mail a request to receive separate copies to: Matrixx Initiatives, Attn: Investor Relations, PO Box 10747, Phoenix, AZ 85064.

and the Company will promptly deliver the annual report or proxy statement to you upon your request.

Stockholders who own Company stock through a broker and who wish to receive separate copies of an annual report and proxy statement should contact their broker.

Stockholders currently receiving multiple copies of an annual report and proxy statement at a shared address and who wish to receive only a single copy in the future may direct their request to the same phone number and address.

Who is bearing the cost for this proxy solicitation?

The Board of Directors is soliciting the enclosed proxy. The Company bears the cost of the solicitation of proxies. Proxies are primarily sent by mail, although the Company may solicit consenting stockholders over the internet or by telephone. As required, the Company will reimburse brokerage houses and others for theirout-of-pocket expenses in forwarding documents to beneficial owners of stock.

OTHER MATTERS

Our Board of Directors is not presently aware of any matter to be presented at the Annual Meeting other than those described in this Proxy Statement. However, if other matters properly come before the Annual Meeting, it is the intention of the persons named in the accompanying proxy card to vote such proxy card on such matters in accordance with their judgment.

ANNUAL REPORT

A copy of our 2006 Annual Report to Stockholders which includes our financial statements for the fiscal year ended December 31, 2006, was mailed with this Notice and Proxy Statement on or about April 13, 2007 to all stockholders of record on the Record Date. We will provide our complete Annual Report onForm 10-K at no charge to any requesting person.

MATRIXX INITIATIVES, INC.

Lynn A. Romero

Vice President of Administration, Secretary

Phoenix, Arizona

April 13, 2007

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MATRIXX INITIATIVES, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 15, 2007
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints CARL J. JOHNSON and WILLIAM J. HEMELT, and each of them individually, with full power of substitution, the true and lawful attorney and proxy of the undersigned, to attend the annual meeting of the stockholders of MATRIXX INITIATIVES, INC. (the “Company”) to be held at the Ritz Carlton, 2401 East Camelback Road, Phoenix, AZ 85016, on May 15, 2007 at 10:00 a.m. (local time), and any adjournment thereof, and to vote the shares of common stock of the Company standing in the name of the undersigned, as directed below, with all the powers the undersigned would possess if personally present at the meeting.

Proposal No. 1:  To elect three directors to the Company’s Board of Directors to serve for their elected term or until their successors are elected.

Nominees:	John M. Clayton, William C. Egan and Michael A. Zeher
	VOTE FOR all nominees except those whose names are written on the line provided below (if any).
	VOTE WITHHELD on all nominees

Proposal No. 2:  To ratify the anticipated appointment of Mayer Hoffman McCann P.C. as the independent registered public accounting firm of Matrixx for the fiscal year ending March 31, 2008.

VOTE FOR

VOTE AGAINST

VOTE WITHHELD

PLEASE PROMPTLY DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE.

This proxy will be voted in accordance with the directions indicated herein. If no specific directions are given, this proxy will be voted FOR Proposal No. 1, FOR Proposal No. 2 and, with respect to any other business as may properly come before the meeting, in accordance with the discretion of the proxies.

DATED: _ _ , 2007

(Signature)

(Signature)

When signing as executor, administrator, attorney, 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. If a joint tenancy, please have both joint tenants sign.