Walker Innovation (WLKR) 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
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

 

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WALKER INNOVATION INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Walker Innovation Inc.
Two High Ridge Park
Stamford, CT 06905

March 22, 2017

Dear Fellow Stockholders:

You are cordially invited to attend the 2017 Annual Meeting of Stockholders of Walker Innovation Inc. at 10:00 a.m. local time, on Wednesday, May 3, 2017 at Five High Ridge Park, Stamford, CT 06905.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting.

Whether or not you attend, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. Instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

Thank you for your continued support.

Sincerely,

Jay S. Walker
Executive Chairman

Notice of Annual Meeting to Stockholders
Wednesday, May 3, 2017

10:00 a.m. local time
Five High Ridge Park, Stamford, CT 06905

The Annual Meeting of Stockholders (the “Annual Meeting”) of WALKER INNOVATION INC., a Delaware Corporation (the “Company”), will be held at Five High Ridge Park, Stamford, CT 06905 on Wednesday, May 3, 2017 at 10:00 a.m. local time, for the following purposes:

1. To elect five Nominees as Directors to serve until the 2018 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified;

2. To provide an advisory vote to approve executive compensation;

3. To ratify the appointment of Marcum, LLP as the independent auditors of the Company for the fiscal year ending December 31, 2017; and

4. To consider and take action upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.

The Board of Directors set March 15, 2017 as the record date for the meeting. This means that owners of record of shares of Common Stock and Series B Convertible Preferred Stock of the Company as of close of business on that date are entitled to:

• receive this notice of the meeting; and

• vote at the meeting and any adjournments or postponements of the meeting.

We will make available a list of stockholders of record as of the close of business on March 15, 2017 for inspection for any purpose germane to the meeting during normal business hours from April 23 through May 2, 2017 at the Company’s principal place of business, Two High Ridge Park, Stamford, CT 06905. This list will also be available to stockholders for any such purpose at the meeting.

March 22, 2017
Stamford, CT

By Order of the Board of Directors,
 
Jonathan A. Siegel
Chief Executive Officer and Secretary

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting in person, we urge you to vote your shares as described in the enclosed materials. You may sign, date and mail the proxy card in the enclosed return envelope. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

TABLE OF CONTENTS

Proxy Statement Summary		1
Questions and Answers about the 2017 Annual Meeting of Stockholders		2
ELECTION OF DIRECTORS (Item 1)		5
Additional Information Regarding the Board of Directors		8
Practices of our Board of Directors		8
Board and Committee Meetings; Attendance at Annual Meetings; Executive Sessions		8
Committees of the Board of Directors and Director Independence		8
Compensation Committee Interlocks and Insider Participation		10
Board Leadership Structure		10
Board Role in Risk Oversight		10
Board Independence Standards for Directors		11
Communications with the Board of Directors		11
Director Nominees Recommended by Stockholders		11
Code of Ethics		11
Involvement in Certain Legal Proceedings		12
Section 16(a) Beneficial Ownership Reporting Compliance		12
Policy and Procedures for the Review of Related Person Transactions		12
Certain Relationships and Related Transactions		12
Director Compensation		15
Ownership of Shares		16
Summary Compensation Table		19
Employment Agreements		19
Stock-based Compensation Plans		19
Outstanding Equity Awards at Fiscal Year-End		20
Audit Committee Report		22
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (Item 2)		23
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (Item 3)		23
General		24
Where You Can Find More Information		24
Other Matters to be Presented at the Annual Meeting		25
Stockholder Proposals		25

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting.

Annual Meeting Information

Date and Time:	Wednesday, May 3, 2017 at 10:00 a.m. local time
Place:	Five High Ridge Park, Stamford, CT 06905

Proposals to be Voted on at the Annual Meeting

At the Annual Meeting, our stockholders will be asked to:

Items of Business	Board Recommendation
Item 1. Elect five Directors (page 5)		FOR each Director Nominee
Item 2. Advisory Vote to Approve Executive Compensation (page 23)		FOR
Item 3. Ratification of Appointment of Marcum, LLP as Independent Auditors (page 23)		FOR

Director Nominees

The following table provides summary information about each Director Nominee.

Name	Age	Director Since	Primary Occupation	Committee Memberships(1)
				Current	Proposed
Jay S. Walker	61	2013	Chairman of Walker Digital, LLC	C**, E**
Jonathan Ellenthal	51	2013	Vice Chairman of the Board of Directors	E, N	C**, E, N
Jonathan A. Siegel	59	2017	Chief Executive Officer		E, N
Nathaniel J. Lipman*	52	2013	Former Executive Chairman of the Board of Directors of Affinion Group, Inc.	A, E, N**	A, C, E**, N**
Richard J. Salute*	71	2015	Former Office Managing Partner, Cohn Reznick and Chief Financial Officer of PAXMED, Inc.	A**	A**, C

* Independent Director

** Committee Chair

(1) A = Audit Committee;C = Compensation Committee;E = Executive Committee;N = Nominating Committee

Advisory Vote to Approve Executive Compensation

The Company seeks a non-binding advisory vote to approve the compensation of its Named Executive Officers as described in the Proxy Statement, including the compensation tables and related narrative discussion. The Board values stockholders’ opinions, and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

Independent Auditors

The Audit Committee has selected Marcum, LLP to serve as our independent accountants for the year ending December 31, 2017. The Audit Committee and the Board believe that the continued retention of Marcum, LLP to serve as the independent auditors is in the best interests of the Company and its stockholders.

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WALKER INNOVATION INC.
Two High Ridge Park
Stamford, CT 06905
 
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 3, 2017

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Walker Innovation Inc. (the “Company,” “Walker Innovation,” “we,” “us,” or “our”) for the Annual Meeting of Stockholders to be held on May 3, 2017 at Five High Ridge Park, Stamford, CT 06905, at 10:00 a.m., local time and at any adjournment or postponement of the meeting.

This Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 will be mailed to our stockholders on or about March 27, 2017.

All properly executed written proxies that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the Annual Meeting. Written notice of such revocation should be forwarded directly to Edward Gomez, General Counsel, Walker Innovation Inc., Two High Ridge Park, Stamford, CT 06905.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice & Proxy Statement, Annual Report on Form 10-K are available athttp://www.astproxyportal.com/ast/19637.

QUESTIONS AND ANSWERS ABOUT THE 2017 ANNUAL MEETING OF STOCKHOLDERS

Who is entitled to vote at the Annual Meeting?

The record date of the Annual Meeting is March 15, 2017 (the “Record Date”). Only stockholders of record of shares of Common Stock or Series B Convertible Preferred Stock at the close of business on Record Date are entitled to receive notice of and vote at our Annual Meeting. Each share of the Company’s Common Stock entitles its holder to one vote on any matter submitted to the stockholders. The holders of the shares of Series B Convertible Preferred Stock will vote together with the Common Stock on all matters where stockholders are entitled to vote. The holders of shares of Series B Convertible Preferred Stock are entitled to cast an aggregate of 80% of the total votes that may be cast with respect to any such matter. As of the Record Date there were 20,741,572 shares of Common Stock and 14,999,000 shares of Series B Convertible Preferred Stock outstanding.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer and Trust Company, LLC (“AST”), you are considered a stockholder of record with respect to those shares. If your shares are held in a bank or brokerage account, you are considered the “beneficial owner” of those shares.

What different methods can I use to vote?

By Written Proxy.  All stockholders of record can vote by written proxy card. If you do not wish to vote in person or you will not be attending the Annual Meeting, you may vote by proxy. To vote by proxy using the enclosed proxy card, please complete, sign and date your proxy card and return it promptly in the enclosed envelope, which requires no postage if mailed in the United States. If you vote by proxy, your vote must be received by 12:00 p.m. Eastern Time on May 2, 2017 to be counted. If you submit a proxy without giving instructions, your shares will be voted as recommended by the Board of Directors.

If you are a beneficial owner, you will receive voting instructions from your bank or brokerage firm describing the available processes for voting your stock. If you do not give voting instructions to your bank or brokerage firm, your broker may only vote your shares for you on any discretionary items of business to be voted upon at the Annual Meeting, i.e. the ratification of the appointment of Marcum, LLP (Item 3).

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In Person.  All stockholders of record may vote in person at the Annual Meeting. If you are a beneficial owner and want to vote your shares at the Annual Meeting, you will need to ask your bank, brokerage firm or nominee to furnish you a legal proxy. You will need to present a properly executed legal proxy for examination by the inspector of elections at the Annual Meeting before you will be able to vote the shares you beneficially own at the Annual Meeting.

Important Consideration for beneficial owners.  You must instruct your bank or brokerage firm if you want your shares to be counted in the Election of Directors at the Annual Meeting (Item 1), or the advisory vote to approve executive compensation (Item 2). Please follow the instructions provided by your broker so that your vote can be counted.

Quorum Requirement for the Annual Meeting

The holders of record of a majority of the voting power of all the then outstanding shares entitled to vote at the Annual Meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting. Abstentions, broker-non votes and votes withheld are included in the count to determine a quorum.

What if a quorum is not represented at the Annual Meeting?  In the event that a quorum does not exist, the Executive Chairman or the holders of a majority of the votes entitled to be cast by the stockholders who are present in person or by proxy may adjourn the meeting. At a subsequent meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

What are my voting choices for each of the proposals to be voted on at the 2017 Annual Meeting of Stockholders and what are the voting standards?

Proposal	Voting Choices and Board Recommendation	Voting Standard
Item 1. Election of Directors
	• vote in favor of all Nominees;	Plurality of Votes Cast*
	• vote in favor of specific Nominees;
	• vote against all Nominees;
	• vote against specific Nominees;
	• withhold a vote with respect to all Nominees; or
	• withhold a vote with respect to specific Nominees
	The Board Recommends a vote FOR each of the Director Nominees.
Item 2. Advisory Vote to Approve Executive Compensation
	• vote in favor of the proposal;	Majority of Votes Cast **
	• vote against the proposal; or
	• abstain from voting on the proposal
	The Board Recommends a vote FOR the proposal.
Item 3. Ratification of Appointment of Marcum, LLP as Independent Auditors
	• vote in favor of the ratification;	Majority of Votes Cast
	• vote against the ratification; or
	• abstain from voting on the ratification
	The Board Recommends a vote FOR the ratification.

* In the election of Directors (Item 1), shares present at the Annual Meeting that are not voted for a particular Nominee, broker non-votes, and shares present by proxy where the stockholder withholds authority to vote for the Nominee will not be counted toward the Nominee’s achievement of a plurality.

** The advisory vote to approve executive compensation (Item 2) is not binding on the Company. However, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, value the opinions expressed by stockholders.

Abstentions and broker non-votes, while not counted as votes cast for the proposals, will have the practical effect of reducing the number of votes in favor of such proposals.

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We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders will vote your shares in accordance with their best judgment.

What if I am a stockholder of record and do not specify a choice for a matter when returning a proxy?

Stockholders should specify their choice for each matter on the proxy card. If no specific instructions are given, proxies which are signed and returned will be voted:

• FOR the election of all Director Nominees as set forth in this Proxy Statement;

• FOR the advisory resolution to approve executive compensation; and

• FOR the proposal to ratify the appointment of Marcum, LLP as Independent Auditors.

What if I am a beneficial owner and do not give voting instructions to my broker?

As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from our bank, broker or other nominee. If you do not provide voting instructions to your bank, broker or other nominee, whether your shares can be voted by such person depends on the type of item being considered for vote.

Non-discretionary Items.  The election of Directors (Item 1) and the advisory vote to approve executive compensation (Item 2) are non-discretionary items and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners.

Discretionary Items.  The ratification of the appointment of Marcum, LLP as Independent Auditors (Item 3) is a discretionary item. Generally, banks, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion.

What can I do if I change my mind after I vote my shares?

You may revoke any proxy by notifying us using any of the following methods: (i) written notice should be forwarded directly to Edward Gomez, General Counsel, Walker Innovation Inc., Two High Ridge Park, Stamford, CT 06905; (ii) by voting a subsequent proxy; or (iii) in person at the Annual Meeting.

Tabulation of Votes

The votes received by proxy will be tabulated and certified by our transfer agent, AST. All other votes will be tabulated by an inspector of election at the meeting.

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ELECTION OF DIRECTORS
(Item 1)

Upon recommendation of the Nominating Committee, the Board of Directors has nominated each of Jay S. Walker, Jonathan Ellenthal, Jonathan A. Siegel, Nathaniel J. Lipman and Richard J. Salute for election as Director. Nathaniel J. Lipman and Richard J. Salute are considered independent under the independence standards of NASDAQ and applicable Securities and Exchange Commission (“SEC”) rules. Ms. Barner and Dr. Schiller will not stand for reelection to the Board of Directors. The Board of Directors is grateful for their contributions to the Company during their years of service. There are no family relationships among any of our Named Executive Officers, Directors and key employees.

All of the Director Nominees, except for Mr. Siegel, currently serve on the Board of Directors and were elected by stockholders at the 2016 Annual Meeting of Stockholders. If elected, each Nominee will hold office until the 2018 Annual Meeting of Stockholders and until his or her successor is elected and qualified.

Each of the Director Nominees has consented to being named in this Proxy Statement and to serve if elected. We have no reason to believe that any of the Director Nominees will be unable or unwilling to serve if elected. However, if any Director Nominee should become unable for any reason or unwilling for good cause to serve, the persons named in the proxy have advised that they will vote for the election of such person or persons as shall be designated by the Board of Directors.

The Board of Directors recommends a vote FOR each Nominee as a Director to hold office until
the 2018 Annual Meeting of Stockholders. Proxies received by the Board will be so voted unless a
contrary choice is specified in the proxy.

Director Nominees

Name	Age	Director Since	Position
Jay S. Walker	61	2013	Executive Chairman of the Board of Directors
Jonathan Ellenthal	51	2013	Vice Chairman of the Board of Directors
Jonathan A. Siegel	59	2017	Chief Executive Officer and Director
Nathaniel J. Lipman	52	2013	Director
Richard J. Salute	71	2015	Director

Jay S. Walker, Executive Chairman of the Board of Directors, is Chairman of Walker Digital, LLC, (“Walker Digital”) which he founded in 1994. He is widely known as the founder of priceline.com, which brought a new level of value to the travel industry and its millions of customers. Mr. Walker is also the curator and chairman of TEDMED, LLC (“TEDMED”), a global community of people from every field who are passionate about the future of health and medicine (TEDMED is the sole independent licensee of the TED organization) and acting Chief Executive Officer and controlling investor in The Upside Commerce Group, LLC (“Upside”), a business travel company he founded in 2015. Concurrently, Mr. Walker is a member of several organizations that promote innovative solutions to global problems, including The President’s Circle of the National Academies (comprising the National Academy of Science; the National Academy of Engineering; the Institute of Medicine; and the National Research Council); and the Atlantic Council as a member of the Board of Directors. Mr. Walker is also founder, curator and owner of The Library of the History of Human Imagination; he is actively involved with Cornell University as the co-chairman of its Library Campaign. Mr. Walker received his Bachelor of Arts in Industrial Relations, Cornell University, New York, in 1978 and an Honorary Doctor of Science, Cazenovia College, New York in 2011.

Jonathan Ellenthal, Vice Chairman of the Board of Directors, was our Chief Executive Officer from September 2013 until February 2017. Mr. Ellenthal was the Chief Executive Officer of Walker Digital Management, LLC, a wholly-owned subsidiary of Walker Digital from 2008 to 2013. In addition to his operating responsibilities, he serves as a Director for many of Walker Digital’s subsidiaries and collaborates with Mr. Walker on all new business designs and the strategic direction of Walker Digital. Since early 2011, Mr. Ellenthal has also been a Partner in TEDMED. As the exclusive licensee of the globally recognized TED brand for the field of health and medicine, TEDMED focuses entirely on innovation and breakthrough thinking in service of a healthier future. Mr. Ellenthal is a member of the Board of Managers of Upside

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and the Chair of its Audit Committee. Prior to joining Walker Digital in 2008, Mr. Ellenthal was the Chief Executive Officer of Synapse Group, Inc. (“Synapse”), a direct marketing subsidiary of Time Inc., and served in a variety of senior leadership roles at Synapse before becoming Chief Executive Officer. From 2011 to 2014, he was a member of the Board of Directors of Affinion Group, Inc. (“Affinion”). Mr. Ellenthal is a Trustee of the Wilton Family Y in Wilton, Connecticut, and a board member of the local chapter of Young Presidents’ Organization, Inc. He holds a B.A. from Wesleyan University in Middletown, Connecticut.

Jonathan A. Siegel, Chief Executive Officer and Secretary,joined the Company in February 2014, as Chief Administrative Officer, General Counsel and Secretary. He was appointed President, Chief Legal Officer and Secretary in May 2016 and Chief Executive Officer and Secretary on February 3, 2017. Prior to joining the Company he was Investment Manager and Legal Counsel for Bentham Capital, LLC, a litigation finance company providing funding for large commercial and patent disputes, from March 2013 to January 2014, and a consultant from November 2012 to February 2013. He served as Chief Administrative Officer, General Counsel and Chief Privacy Officer of Alclear, LLC, a biometric secure identification service, from June 2010 to June 2012. From March 2009 to April 2011 he served as Mayor of Irvington, New York and served as Trustee of Irvington prior to his election as Mayor. From December 1999 to January 2008, Mr. Siegel was employed by Synapse, most recently as Executive Vice President Publisher Relations and Legal Affairs. From 1994 to 1999 he served in various capacities for Brandt, Inc., a manufacturer of currency counting equipment, including as Executive Vice President and General Counsel and member of the Board of Directors. Mr. Siegel was Vice President and Associate General Counsel of Trian Group, LP, a merchant bank, from 1987 to 1994. He was a corporate associate at Rosenman & Colin LLP from 1983 to 1987. He received his BA from Colgate University in 1979 and his JD from The University of Chicago Law School in 1983. He is admitted to practice in New York.

Nathaniel J. Lipman, Director, was the Executive Chairman of Affinion from September 2012 to November 2015 and served as a director from October 2005 until November 2015. He joined Affinion (formerly known as Cendant Marketing Group) in June 1999 and worked in various positions, including executive officer positions with increasing responsibility, which culminated in his appointment as Chief Executive Officer in October 2005. Prior to joining Affinion, Mr. Lipman was Senior Executive Vice President, Corporate Development and Strategic Planning for Planet Hollywood International Inc., Senior Vice President and General Counsel of House of Blues Entertainment, Inc. and Senior Corporate Counsel at The Walt Disney Company. He also worked as an attorney at Skadden, Arps, Slate, Meagher and Flom, LLP. Mr. Lipman is currently a Director of Novitex Holdings, Inc., Redbox Holdings, Inc. and Trusted Media Brands, Inc. Additionally, within the past five years Mr. Lipman served as a Director of Affinion, Affinion Group Holdings, Inc. and Evertec, Inc. Mr. Lipman also served on the Board of Managers of Walker Digital from March 2013 to September 2013 and on the Board of Managers of Upside from December 2015 to March 2016.

Richard J. Salute, Director, has been the Chief Financial Officer of PAXMED, Inc. (a medical device company), since June 2014. From 2004 to 2013, Mr. Salute served as an Office Managing Partner at Cohn Reznick and served as the Capital Markets and SEC Practice Director prior to his retirement in April 2013. Mr. Salute is a consultant to Cohn Reznick on the Jobs Act, including Crowd Funding matters. Prior to 2004, Mr. Salute spent over 30 years at Andersen LLP, a global accounting firm managing complex audits for both public and private companies. In addition to his client responsibilities he started three businesses for the firm: the Enterprise Group (NY Metropolitan Area), the Technology Practice (New York Office), and the Bankruptcy and Corporate Recovery Practice (nationwide). Mr. Salute currently serves on the Board of Directors and is a member of the Audit Committee of Newtek Business Services Corp. Mr. Salute holds a bachelor’s of business administration (cum laude) from Adelphi University.

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Director Experience, Qualifications, Attributes and Skills

We believe that the backgrounds and qualifications of our Directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities. The Board of Directors is composed of a diverse group of leaders in their respective fields. Our Directors have other experience that makes them valuable members, such as prior public policy experience or regulatory experience that provides insight into issues faced by companies.

• Jay S. Walker.  The Board believes that Mr. Walker will provide the Board, by virtue of his extensive experience as an innovator and entrepreneur, with valuable industry insight, leadership and business knowledge.

• Jonathan Ellenthal.  The Board believes that Mr. Ellenthal’s strategic vision and ability to realize new business avenues will be vital to the success of future Company initiatives.

• Jonathan A. Siegel.  The Board believes that Mr. Siegel’s experience as an executive in a broad range of industries, prior service as an elected official and over 30 years practicing corporate law will provide the Board with valuable insight with respect to leadership, executive management and legal matters.

• Nathaniel J. Lipman.  The Board believes that Mr. Lipman’s executive leadership experiences will provide the Board with a crucial perspective on the fruition of future business opportunities.

• Richard J. Salute.  The Board believes that, as a result of Mr. Salute’s financial background, as well as his service of publicly traded companies as an Audit Partner in both national and internationally recognized firms, he possesses a valuable ability to assess financial issues in a highly competitive business atmosphere. The Board values Mr. Salute’s knowledge as a former Audit Partner for public reporting companies and financial sophistication from his over forty years of finance experience.

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ADDITIONAL INFORMATION REGARDING THE BOARD OF DIRECTORS

Walker Digital holds more than 50% of the voting power of the outstanding voting stock of the Company. As a result, the Company is a “controlled company” under the rules of NASDAQ and NYSE MKT. As such, the Company may avail itself of exemptions relating to the independence of the Board of Directors and certain Board committees. As permitted by the NASDAQ rules for “controlled companies,” our Board does not require that the Nominating Committee or the Compensation Committee be comprised solely of independent Directors. Additional information about the committees is provided below.

Practices of our Board of Directors

Our business and affairs are managed under the direction of our Board of Directors. The primary responsibilities of our Board of Directors are to provide oversight, strategic guidance, counseling and direction to our management. The Board of Directors is currently composed of six members. Assuming the election of our Director Nominees, the Board of Directors will be comprised of five members effective at the Annual Meeting. All actions of the Board of Directors require the approval of a majority of the Directors in attendance at a meeting at which a quorum is present. A quorum is a majority of the Board of Directors.

Board and Committee Meetings; Attendance at Annual Meetings; Executive Sessions

In 2016, the Board held four meetings and the committees of the Board held a total of 12 meetings. The total combined attendance for all Board and committee meetings was over 98%, and no director attended less than 75% of Board and committee meetings. The independent Directors met two times in Executive Session in 2016. While we do not have a written policy with regard to Directors’ attendance at annual meetings of stockholders, all of the Directors attended the Annual Meeting of Stockholders in May 2016.

Committees of the Board of Directors and Director Independence

Our Board has an Audit Committee, a Compensation Committee, an Executive Committee and a Nominating Committee. The current members of the committees are set forth in the following table:

Director	Audit Committee	Compensation Committee	Executive Committee	Nominating Committee
Jay S. Walker		Chair	Chair
Jonathan Ellenthal			ü	ü
Nathaniel J. Lipman	ü		ü	Chair
Richard J. Salute	Chair
Sharon Barner	ü	ü
Harvey W. Schiller, Ph.D.		ü		ü

Assuming the election of our Director Nominees, after the Annual Meeting the new members of the committees are set forth in following table:

Director	Audit Committee	Compensation Committee	Executive Committee	Nominating Committee
Jay S. Walker
Jonathan Ellenthal		Chair	ü	ü
Jonathan A. Siegel			ü	ü
Nathaniel J. Lipman	ü	ü	Chair	Chair
Richard J. Salute	Chair	ü

The Board has adopted a written charter for each of these committees, which is available at the Company’s websitewww.walkerinnovation.com by clicking on “Investor Relations” and then “Corporate Governance.” Stockholders may also obtain a hard copy of these documents without charge from us by writing or calling: Edward Gomez, General Counsel, Walker Innovation Inc., Two High Ridge Park, Stamford, CT 06905; Tel: (203) 461-7200.

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The Audit Committee

Primary Responsibilities:  The Audit Committee oversees our accounting, financial reporting process, internal controls and audits, and consults with management and our independent registered public accounting firm on, among other items, matters related to the annual audit, the published financial statements and the accounting principles applied. As part of its duties, the Audit Committee appoints, evaluates and retains our independent registered public accounting firm. It maintains direct responsibility for the compensation, termination and oversight of our independent registered public accounting firm and evaluates its qualifications, performance and independence. The Audit Committee also monitors compliance with our policies on ethical business practices and reports on these items to the Board. The Audit Committee has established policies and procedures for the pre-approval of all services provided by our independent registered public accounting firm. Our Audit Committee is currently comprised of Messrs. Salute and Lipman and Ms. Barner; Mr. Salute is the Chairman of the Audit Committee. Assuming the election of our Director Nominees, effective at the Annual Meeting, the Audit Committee will be comprised of Messrs. Lipman and Salute; Mr. Salute will continue to be the Chairman of the Audit Committee.

Independence:  Each member of the Audit Committee meets the independence requirements as defined by the rules of NASDAQ and the Securities Exchange Act of 1934 (the “Exchange Act”). Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements. The Board has determined that Mr. Salute, is an “Audit Committee financial expert,” as defined under the Exchange Act, and is independent as defined by the rules of NASDAQ.

The Compensation Committee

Primary Responsibilities:  The Compensation Committee determines all compensation for our Chief Executive Officer; reviews and approves corporate goals relevant to the compensation of our Chief Executive Officer and evaluates our Chief Executive Officer’s performance in light of those goals and objectives; reviews and approves objectives relevant to other executive officers’ compensation; reviews and approves the compensation of other executive officers in accordance with those objectives; administers our stock option plans; approves severance arrangements and other applicable agreements for executive officers; and consults generally with management on matters concerning executive compensation and on pension, savings and welfare benefit plans where Board or stockholder action is contemplated with respect to the adoption of or amendments to such plans. Our Compensation Committee is currently comprised of Mr. Walker, Ms. Barner and Dr. Schiller; Mr. Walker is the Chairman of the Compensation Committee. Assuming the election of our Director Nominees, effective at the Annual Meeting, the Compensation Committee will be comprised of Messrs. Ellenthal, Lipman and Salute; Mr. Ellenthal will be the Chairman of the Compensation Committee.

Independence:  Because the Company is a “controlled company” under NASDAQ rules the Company has decided to avail itself of the NASDAQ controlled company exemption pertaining to Compensation Committee membership.

The Executive Committee

Primary Responsibilities:  The Executive Committee exercises all the powers of the Board of Directors in the management of the business and affairs of the Company between meetings of the Board of Directors, to the fullest extent permitted under Delaware law. Our Executive Committee is currently comprised of Messrs. Walker, Ellenthal and Lipman; Mr. Walker is the Chairman of the Executive Committee. Assuming the election of our Director Nominees, effective at the Annual Meeting, the Executive Committee will be comprised of Messrs. Ellenthal, Lipman and Siegel; Mr. Lipman will be the Chairman of the Executive Committee.

The Nominating Committee

Primary Responsibilities:  The Nominating Committee considers and makes recommendations on matters related to the practices, policies and procedures of the Board and takes a leadership role in shaping our corporate governance. As part of its duties, the Nominating Committee assesses the size, structure and composition of the Board and its committees, coordinates evaluation of Board performance and reviews Board compensation. The Nominating Committee also acts as a screening and nominating committee for candidates considered for election to the Board of Directors. In this capacity it concerns itself with the composition of

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the Board with respect to depth of experience, balance of professional interests, required expertise and other factors. The Nominating Committee evaluates prospective nominees identified on its own initiative or referred to it by other Board members, management, stockholders or external sources and all self-nominated candidates. The Nominating Committee makes recommendations on organization, succession, consultantships and similar matters where Board approval is required. Our Nominating Committee is currently comprised of Messrs. Ellenthal and Lipman and Dr. Schiller; Mr. Lipman is the Chairman of the Nominating Committee. Assuming the election of our Director Nominees, the Nominating Committee will be comprised of Messrs. Ellenthal, Lipman and Siegel; Mr. Lipman will be the Chairman of the Nominating Committee.

The Nominating Committee, among other things, recommends nominees for election as members of the Board; considers and makes recommendations regarding Board practices and procedures; and considers corporate governance issues that arise from time to time and develops appropriate recommendations for the Board regarding such matters.

Each committee reports regularly to the Board and has the authority to engage its own advisors.

Compensation Committee Interlocks and Insider Participation

With the exception of Mr. Ellenthal, who was our Chief Executive Officer from September 18, 2013 until February 3, 2017, and is currently our Vice Chairman and Mr. Walker, who is currently our Executive Chairman of the Board of Directors, there is no other member of our Compensation Committee who at any time has been an officer or employee of ours or our subsidiaries, or who had any relationship requiring disclosure as a related party transaction. No interlocking relationship exists between our Board of Directors or Compensation Committee and the Board of Directors or Compensation Committee of any other company, nor has any interlocking relationship existed in the past.

Board Leadership Structure

The positions of Chief Executive Officer and Chairman of our Board of Directors are held by different persons. The Executive Chairman of our Board of Directors, Jay S. Walker, chairs the Director and Stockholder Meetings and participates in preparing their agendas. Mr. Walker serves as a focal point for communication between management and the Board of Directors between Board meetings, although there is no restriction on communication between Directors and management. Jonathan Siegel serves as our Chief Executive Officer and, assuming the election of our Director Nominees, will serve as a member of our Board of Directors. We believe that these arrangements afford the independent members of our Board of Directors sufficient resources to supervise management effectively, without being overly engaged in day-to-day operations.

The Board has not designated a lead director. Given the limited number of Directors comprising the Board, the independent Directors call and plan their executive sessions collaboratively and, between Board meetings, communicate with management and one another directly. Under the circumstances, the Directors believe that formalizing a lead director function might detract from, rather than enhance, performance of their responsibilities as Directors.

Board Role in Risk Oversight

The Board of Directors is responsible for the oversight of risk management related to the Company and its business and accomplishes this oversight through regular reporting by the Audit Committee. The Audit Committee assists the Board of Directors by periodically reviewing the accounting, reporting and financial practices of the Company, including the integrity of our financial statements, the surveillance of administrative and financial controls and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance and internal audit functions, the Audit Committee reviews and discusses all significant areas of our business, including credit policies, internal controls, accounting policies and procedures and summarizes for the Board of Directors areas of risk and the appropriate mitigating factors.

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Board Independence Standards for Directors

To be considered “independent” for purposes of membership on the Company’s Board of Directors, the Board must determine that a Director has no material relationship to the Company, including any of its subsidiaries, other than as a Director. For each Director, the Board broadly considers all relevant facts and circumstances. In making a determination that a Director is independent, the Board considers the standards and categories of relationships described below to be material. The Board reviews at least annually whether Directors meet these Director Independence Standards.

The Board has determined that each of Messrs. Lipman and Salute is “independent” under the independence standards of NASDAQ and applicable SEC rules.

In addition to the foregoing, in order to be considered “independent” under NASDAQ rules for purposes of serving on the Company’s Audit Committee or Compensation Committee, a Director also may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Company, other than as a Director, and may not be an “affiliated person” of the Company. Audit Committee members may receive Directors’ fees and fixed payments for prior service with the Company. The Board has determined that each member of the Audit Committee and each independent member of the Compensation Committee meets these additional independence requirements.

Communications with the Board of Directors

Stockholders can mail communications to the Board of Directors, c/o Edward Gomez, General Counsel, Walker Innovation Inc., Two High Ridge Park, Stamford, CT 06905, who will forward the correspondence to each addressee.

Director Nominees Recommended by Stockholders

The Nominating Committee will consider director candidates recommended by stockholders. The Nominating Committee uses the same criteria for evaluating candidates nominated by stockholders and self-nominated candidates as it does for those proposed by other Board members, management and search firms. Potential nominees to the Board of Directors are required to have such experience in business or financial matters as would make such nominee an asset to the Board of Directors and may, under certain circumstances, be required to be “independent”, as such term is defined under Rule 5605 of the listing standards of NASDAQ and SEC regulations. Stockholders wishing to submit the name of a person as a potential nominee to the Board of Directors must send the name, address, and a brief (no more than 500 words) biographical description of such potential nominee to the Nominating Committee at the following address: Nominating Committee of the Board of Directors, c/o Edward Gomez, General Counsel, Walker Innovation Inc., Two High Ridge Park, Stamford, CT 06905. Potential director nominees will be evaluated by personal interview, such interview to be conducted by one or more members of the Nominating Committee, and/or any other method the Nominating Committee deems appropriate, which may, but need not, include a questionnaire. The Nominating Committee may solicit or receive information concerning potential nominees from any source it deems appropriate. The Nominating Committee need not engage in an evaluation process unless (i) there is a vacancy on the Board of Directors, (ii) a Director is not standing for re-election, or (iii) the Nominating Committee does not intend to recommend the nomination of a sitting Director for re-election. Although it has not done so in the past, the Nominating Committee may retain search firms to assist in identifying suitable director candidates.

CODE OF ETHICS

To ensure, among other things, that potential conflicts of interest are avoided or declared, we have adopted a Code of Ethics that applies to all of our Directors, officers and employees. The Code of Ethics is reasonably designed to deter wrongdoing and promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (ii) full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the SEC and in other public communications made by us, (iii) compliance with applicable governmental laws, rules and regulations, (iv) the prompt internal reporting of violations of the Code of Ethics to appropriate persons identified in the Code of Ethics, and (v) accountability for adherence to the Code of Ethics. This code of ethics is posted on our website. The Internet address for our website iswww.walkerinnovation.com and the

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code of ethics may be found from our main web page by clicking first on “Investor Relations” and then “Corporate Governance” and then “Code of Ethics.” Stockholders may also obtain a hard copy of these documents without charge from us by writing to Edward Gomez, General Counsel, Walker Innovation Inc., Two High Ridge Park, Stamford, CT 06905 or by calling the Company at (203) 461-7200.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

None of our Named Executive Officers or Director Nominees has, during the past ten years:

(a) Had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(b) Been convicted in a criminal proceeding or subject to a pending criminal proceeding;

(c) Been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; or

(d) Been found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers, Directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities. These executive officers, Directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us, we believe that all filing requirements applicable to our executive officers, Directors and greater than 10% beneficial owners were complied with during 2016, except that: (i) a Form 4 to report a stock option grant of Common Stock to Jonathan A. Siegel, the Company’s Chief Executive Officer, was filed one day late; and (ii) a Form 4 to report a stock option grant of Common Stock to Kara B. Jenny, the Company’s Chief Financial Officer, was filed one day late.

POLICY AND PROCEDURES FOR THE REVIEW OF RELATED PERSON TRANSACTIONS

Pursuant to its charter, the Audit Committee is responsible for approving all related-party transactions as defined under Item 404 of Regulation S-K, after reviewing each such transaction for potential conflicts of interest and other improprieties.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain relationships between Walker Digital, Upside and our Directors and officers are set forth below:

• Jay S. Walker is the chairman and founder of Walker Digital and beneficially owns a majority of the issued and outstanding equity interests in Walker Digital. Additionally, Mr. Walker is the Chief Executive Officer and a Director of Upside.

• Jonathan Ellenthal was the Chief Executive Officer of Walker Digital Management, LLC (“WDM”), a wholly-owned subsidiary of Walker Digital, owns 8% of the outstanding equity interests in Walker Digital, and serves as a Director for many of Walker Digital’s subsidiaries. Additionally, Mr. Ellenthal is an employee and a Director of Upside.

• Jonathan Siegel may perform certain services on behalf of the Company for Upside pursuant to the Upside Services Agreement (as defined below).

• Nathaniel J. Lipman was a Director of Walker Digital from March 2013 to September 2013. Additionally, Mr. Lipman was a Director of Upside from December 2015 to March 2016.

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Shared Services Agreements

Walker Digital Management, LLC.  The Company has a Shared Services Agreement with WDM (“WDM Shared Services Agreement”). The cost of such services varies monthly based on the terms of the WDM Shared Services Agreement. The incurred expenses include but are not limited to executive compensation, information technology services and supplies, administrative and general services and supplies, and rent and utilities, are based either on specific attribution of those expenses or, where necessary and appropriate, based on the Company’s best estimate of an appropriate proportional allocation.

The Upside Commerce Group, LLC.  In December 2015, the Company entered into the Upside Services Agreement with Upside (the “Upside Services Agreement”), a company affiliated with Walker Digital, the Company’s controlling stockholder, regarding the provision of executive management, marketing, legal and financial consulting services. There are no set deliverables contemplated by the Upside Services Agreement, and services are provides as needed pursuant to the hourly rates (approximately equal to the Company’s cost) specified in the Upside Services Agreement.

In connection with the Upside Services Agreement, the Company was granted the Upside Warrant to purchase limited liability company interests in Upside at an exercise price of $0.06 per Class A common share, which amount has been determined to equal the fair market value of such shares as of the date of issuance of the Upside Warrant. The Upside Warrant was issued to the Company by Jay Walker, who currently beneficially owns approximately 34% of the aggregate outstanding limited liability company interests of Upside on a fully diluted basis and controls Walker Digital, the Company’s controlling stockholder. The total Class A common shares that may be purchased pursuant to the exercise of the Upside Warrant was 16,400,000 shares, equal to approximately 16% of the then current aggregate outstanding limited liability company interests of Upside, on a fully diluted basis, and the transfer of such shares to the Company is subject to certain requirements, including the provision of an opinion of counsel that such would not result in Upside being deemed to be a publicly traded partnership for purposes of U.S. federal income tax law.

The Company entered into a Securities Purchase Agreement dated as of November 21, 2016 (the “November Purchase Agreement”) in connection with the sale of an aggregate of 2,500,000 Class A Common Shares (the “November Shares”) of Upside at $2.00 per share to a group of accredited investors (the “Investors”) in private resales not requiring registration under the Securities Act of 1933. The November Shares were issued upon exercise of a warrant to purchase Class A Common Shares at a price of $0.06 per share (the “Upside Warrant”), granted to the Company by Jay S. Walker, the controlling stockholder of the Company, Walker Digital and Upside. The total Class A Common Shares that could be purchased pursuant to the exercise of the Upside Warrant was originally 16,400,000 and, following the exercise in connection with the November Purchase Agreement, was 13,900,000. The sale of the November Shares to the Investors was consummated concurrently with entering into the November Purchase Agreement.

In December 2016, the Company entered into a Securities Purchase Agreement (the “December Purchase Agreement”) in connection with the sale of an aggregate of 1,250,000 Class A Common Shares (the “December Shares”) of Upside, at $2.00 per share to an existing investor in Upside in a private resale not requiring registration under the Securities Act of 1933. The Shares were issued upon exercise of the Warrant at a price of $0.06 per share. Giving effect to the sale of the November Shares and December Shares, the Company has raised gross proceeds of $7.5 million and retains the ability to purchase 12,650,000 Shares of Upside pursuant to the Upside Warrant, (11% on a fully diluted basis).

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Other Arrangements

On July 11, 2013, we entered into standard indemnification agreements, which became effective September 18, 2013 with our Directors and executive officers. Directors and executive officers who joined the Company subsequent to September 18, 2013 entered into standard indemnification agreements concurrent with joining the Company.

On November 28, 2016, the Company entered into a Release and Settlement Agreement with Walker Digital (the “Settlement Agreement”) relating to rights to indemnification from Walker Digital as a consequence of the settlement with a third party arising from such third party’s claims against Walker Digital related to certain patent families the Company received by recorded assignment from Walker Digital at the time of the Company’s formation in 2013. The terms of the Settlement Agreement were approved by the Audit Committee of the Company at a meeting held on November 21, 2016. The Settlement Agreement requires Walker Digital to pay the Company $125,000 in cash, or return to the Company shares of its common stock having a value of $125,000 within six months following the date of the Settlement Agreement and acknowledges the direct and indirect benefits received by the Company from Walker Digital in connection with the November Purchase Agreement as part of the consideration received in connection with the release of the Company’s indemnification claims against Walker Digital.

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DIRECTOR COMPENSATION

The following summary describes compensation for non-employee Directors, that was effective from January 1 to August 3, 2016. Items marked with an asterisk (*) indicate changes made to the Director Compensation Plan that became effective on August 4, 2016.

Annual Cash Compensation Retainer (payable quarterly):

Board Member (Independent)	$	50,000
Board Member (Non-management and Not Independent)	$	50,000

Supplemental Fees for Committee Members and Chairs:

Audit Committee Chair (Independent)	$	25,000
Nominating Committee Chair (Independent and Non-management and Not Independent)*	$	15,000
Compensation Committee Chair (Independent and Non-management and Not Independent)*	$	15,000
Committee Member (Independent)	$	10,000
Committee Member (Non-management and Not Independent)	$	10,000

If the Company holds Board or committee meetings in addition to the quarterly meetings, Independent and Non-management and Not Independent* members will be compensated $2,500 for in-person attendance and $1,000 for telephonic attendance at such additional meetings.

The Annual Cash Compensation Retainer payments are payable in equal quarterly installments. Additionally, the Annual Cash Compensation Retainer payments are paid pro-rata from a Director’s date of appointment to the Board until the next Annual Meeting of Stockholders.

One-Time Stock Option Grants (to be granted upon joining the Board of Directors):

Board Member (Independent)		50,000 shares of Common Stock
Executive Committee Member (Independent)		100,000 shares of Common Stock
Committee Chair (Independent)		20,000 shares of Common Stock

Expense Reimbursement Policy:

The Company shall reimburse its independent, and non-management and not independent Board members for ordinary and necessary out of pocket expenses (e.g., travel, hotel, and meals) incurred in connection with Board activities.

Management Directors:

Directors who are employees of the Company receive no additional compensation for service as Directors.

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The following table sets forth compensation information regarding the Company’s non-employee Directors in fiscal 2016:

Name	Fees Earned or Paid in Cash(1) ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Sharon Barner	$	72,000	$	0	$	0	$	0	$	0	$	0	$	72,000
Nathaniel J. Lipman		69,500		0		0		0		0		0		69,500
Richard J. Salute		77,000		0		0		0		0		0		77,000
Harvey W. Schiller		70,000		0		0		0		0		0		70,000
Jay S. Walker		0		0		0		0		0		0		0

(1) These amounts represent the Annual Cash Compensation Retainer for Board Service and the Supplemental Fees for committee members and chairs.

OWNERSHIP OF SHARES

The Company has two classes of stock outstanding, its Common Stock and its Series B Convertible Preferred Stock. Shares of Series B Convertible Preferred Stock are convertible on a one-for-one basis into shares of our Common Stock. The holders of the Company’s Common Stock are entitled to one vote per share of Common Stock held on all matters submitted to a vote of stockholders, and holders of Series B Convertible Preferred Stock are entitled to cast an aggregate of 80% of the total votes that may be cast on all matters presented to the stockholders. The holders of our Common Stock have equal rights to receive dividends, when and if declared by our Board of Directors, out of funds legally available for such purpose, and holders of our Series B Convertible Preferred Stock will receive the equivalent amount of any dividends as the holders of our Common Stock, on an as converted basis. In the event of liquidation, holders of our Common Stock are entitled to share ratably in our net assets available for distribution to stockholders, and holders of Series B Convertible Preferred Stock will receive the equivalent amount of liquidation proceeds as the holders of our Common Stock, on an as converted basis. The table below sets forth the number and percentage of shares of our Common Stock owned as of March 22, 2017, by the following persons: (i) stockholders known to us who own 5% or more of our outstanding shares, (ii) each of our Directors and Named Executive Officers, and (iii) our Directors and Named Executive Officers as a group.

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Except as otherwise set forth below, the address of each of the persons listed below is Walker Innovation Inc., Two High Ridge Park, Stamford, CT 06905. Unless otherwise indicated, the Common Stock beneficially owned by a holder includes shares owned by a spouse, minor children and relatives sharing the same home, as well as entities owned or controlled by the named person, and also includes options to purchase shares of our Common Stock exercisable within 60 days that have been granted under our Long-Term Incentive Plans, as defined below.

Title of Class	Name of Beneficial Owner		Amount Beneficially Owned(1)			Percent of Class
Common Stock		Walker Digital, LLC		29,405,261	(2)		82.3	%
Series B Convertible Preferred Stock		Walker Digital, LLC		14,999,000	(3)		100.0	%
Common Stock		Genesis Capital Advisors, LLC		1,878,329	(4)		1.8	%
Common Stock		IP Navigation Group, LLC		1,445,000	(5)		1.4	%
Common Stock		Del Mar Asset Management, LP		2,487,763	(6)		2.4	%
Common Stock		Jay S. Walker		29,504,271	(7)		82.6	%
Series B Convertible Preferred Stock		Jay S. Walker		14,999,000	(7)		100.0	%
Common Stock		Jonathan Ellenthal		1,205,158	(8)		1.2	%
Common Stock		Jonathan A. Siegel		996,663	(9)		1.0	%
Common Stock		Kara B. Jenny		600,000	(10)		0.6	%
Common Stock		Sharon Barner		66,666	(11)		0.1	%
Common Stock		Nathaniel J. Lipman		200,000	(12)		0.2	%
Common Stock		Richard J. Salute		46,666	(13)			*
Common Stock		Harvey W. Schiller		522,819	(14)		0.5	%
Common Stock		All Directors and Named Executive Officers as a group (8 persons)		33,142,243	(15)		86.1	%

* Less than 0.1%.

(1) The number of shares of Common Stock includes shares owned and exercisable options (including options that will be exercisable within 60 days after March 22, 2017).

(2) Includes shares owned beneficially or deemed to be owned beneficially by Walker Digital, LLC and with respect to which may be deemed to have shared voting and investment power with Jay S. Walker as follows:

(a) 2,358,500 shares of Common Stock; and

(b) 14,999,000 shares of Series B Convertible Preferred Stock, which are convertible at the option of the holder thereof, at any time and from time to time, into an equal number of shares of our Common Stock. As a result, of the voting power of the Series B Convertible Preferred Stock, Walker Digital, LLC may be deemed to beneficially own an additional 12,047,762 shares of Common Stock due to the voting power conferred upon such holder by the Series B Convertible Preferred Stock it holds.

(3) Each share of Series B Convertible Preferred Stock, is convertible at the option of the holder thereof, at any time and from time to time, into one share of Common Stock. All shares of Series B Convertible Preferred Stock will vote together with the Common Stock on all matters to which stockholders are entitled to vote. The holder of the Series B Convertible Preferred Stock is entitled to cast 80% of the total votes that may be cast with respect to any such matter.

(4) Based on a Schedule 13G/A filed by Genesis Capital Advisors LLC (“GCA”) and Genesis Opportunity Fund, LP (“GOF”) on February 14, 2017. Represents 1,535,529 shares of Common Stock held by GOF and 1,878,329 shares of Common Stock beneficially owned by GCA, which is the investment manager of GOF. Ethan Benovitz and Jaime Hartman, as individuals, act as co-investment managers to the GOF and as managing members of GCA. Accordingly, Messrs. Benovitz and Hartman may be deemed to beneficially own 1,878,329 shares of Common Stock. As set forth in the Schedule 13G/A each of GCA, GOF, and Messrs. Benovitz and Hartman have disclaimed beneficial ownership of such securities except to the extent of their pecuniary interest therein. The business address of GCA is 1212 Avenue of the Americas, 19^th Floor, New York, NY 10036.

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(5) The business address of IP Navigation Group, LLC is Chateau Plaza, 2515 McKinney Ave., Suite 1000, Dallas, TX 75201.

(6) Based upon a Schedule 13G and a Form 4 filed by Del Mar Asset Management, LP on February 24 and 26, 2014, respectively. Represents 2,028,900 shares of Common Stock held by Del Mar Master Fund, Ltd., a Cayman Islands exempted company (the “Master Fund”) and 458,863 shares of Common Stock held by RockMaple Concentrated Alpha Trust, a Cayman Islands exempted company (“RockMaple”). David Freelove is the managing member of Del Mar Management, LLC, a Delaware limited liability company (the “GP”). The GP is the general partner of Del Mar Asset Management, LP, a Delaware limited liability company (“DMAM”), and as such, directs DMAM’s operations. DMAM serves as the investment manager of the Master Fund. Mr. Freelove has sole voting or investment control over shares held by RockMaple. The business address of Del Mar Asset Management, LP is One Grand Central Place, 60 East 42^nd Street, Suite 450, New York, NY 10165.

(7) Includes shares owned beneficially or deemed to be owned beneficially by Jay S. Walker as follows:

(a) 287,295 shares of Common Stock directly and with respect to which he has sole voting and investment power; and

(b) 2,358,500 shares of Common Stock and 14,999,000 shares of Series B Convertible Preferred Stock, which are convertible at the option of the holder thereof, at any time and from time to time, into an equal number of shares of our Common Stock with respect to which may be deemed to have shared voting and investment power with Walker Digital, LLC. As a result of the voting power of the Series B Convertible Preferred Stock, Walker Digital, LLC may be deemed to beneficially own an additional 12,047,762 shares of Common Stock due to the voting power conferred upon such holder by the Series B Convertible Preferred Stock it holds.

(8) Includes shares owned beneficially or deemed to be owned beneficially by Jonathan Ellenthal as follows:

(a) 71,825 shares of Common Stock directly and with respect to which he has sole voting and investment power;

(b) 1,205,158 shares of Common Stock underlying stock options; and

(c) excludes Mr. Ellenthal’s 8% ownership in Walker Digital, LLC.

(9) Represents shares of Common Stock underlying stock options owned beneficially or deemed to be owned beneficially by Jonathan A. Siegel.

(10) Represents shares of Common Stock underlying stock options owned beneficially or deemed to be owned beneficially by Kara B. Jenny.

(11) Represents shares of Common Stock underlying stock options owned beneficially or deemed to be owned beneficially by Sharon Barner.

(12) Represents shares of Common Stock underlying stock options owned beneficially or deemed to be owned beneficially by Nathaniel J. Lipman.

(13) Represents shares of Common Stock underlying stock options owned beneficially or deemed to be owned beneficially by Richard J. Salute.

(14) Includes shares owned beneficially or deemed to be owned beneficially by Harvey W. Schiller as follows:

(a) 381,163 shares of Common Stock directly and with respect to which he has sole voting and investment power; and

(b) 141,666 shares of Common Stock underlying stock options.

(15) See notes (1) and (7) through (14).

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SUMMARY COMPENSATION TABLE

The following table sets forth the cash and other compensation paid by us to our executive officers, whom we collectively refer to as the “Named Executive Officers”, for the periods indicated. There are no other executive officers who received total compensation greater than $100,000 in 2016.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)(1)		All Other Compensation ($)		Total ($)
Jonathan A. Siegel(2) Chief Executive Officer and Secretary		2016	$	350,000	$	—	$	—	$	90,816	$	—	$	440,816
		2015		350,000		—		—		60,302		—		410,302
Kara B. Jenny Chief Financial Officer		2016		329,000		15,000		—		53,338		—		397,338
		2015		329,000		48,939		—		—		—		377,939

(1) Reflects the aggregate grant date fair value of stock options granted in the respective fiscal year to the Named Executive Officers computed in accordance with ASC Topic 718.

(2) Mr. Siegel became Chief Administrative Officer, General Counsel and Secretary when he joined the Company in February 2014. He was the Company’s President, Chief Legal Officer and Secretary from May 2016 until February 2017.

Employment Agreements

The material terms of each Named Executive Officer’s employment agreement are described below:

Jonathan A. Siegel.   We entered into an employment agreement and non-competition and confidentiality agreement in February 2014 with Jonathan A. Siegel, our Chief Executive Officer and Secretary. Pursuant to that employment agreement, Mr. Siegel is entitled to an annual base salary of $350,000, an annual bonus opportunity with a target of 50% of his annual base salary and options to purchase 500,000 shares of our Common Stock. The initial term of the employment agreement expired February 14, 2017 and thereafter renews for one year terms, unless earlier terminated. In February 2017, in connection with his election as Chief Executive Officer, Mr. Siegel’s annual base salary was increased to $370,000.

Kara B. Jenny.   We have entered into an employment agreement and non-competition and confidentiality agreement in May 2014 with Kara Jenny, our Chief Financial Officer. Pursuant to that employment agreement, Ms. Jenny is entitled to an annual base salary of $329,000, an annual bonus opportunity with a target of 30% of her annual base salary and options to purchase 300,000 shares of our Common Stock. Ms. Jenny received a bonus in the amount of $48,939 that was earned for the period between May 27, 2014 and December 31, 2014 and paid in 2015. The initial term of the employment agreement expires May 27, 2017 and thereafter renews for one year terms, unless earlier terminated.

Stock-Based Compensation Plans

The Company’s Board of Directors has adopted stock-based employee compensation plans. Our Amended and Restated 2006 Long-Term Incentive Plan was adopted by our stockholders on July 24, 2008. Our Amended and Restated 2015 Long-Term Incentive Plan was adopted on May 6, 2015. Collectively referred to as our “Long-Term Incentive Plans”.

The Long-Term Incentive Plans, which provide for the granting of restricted stock awards, deferred stock unit awards, stock option awards and other equity and cash awards, were adopted for the purpose of encouraging key employees, consultants and Directors who are not employees to acquire a proprietary interest in the growth and performance of the Company. The Compensation Committee has the authority to determine the amount, type and terms of each award, but may not grant awards under the Long-Term Incentive Plans, in any combination, for more than 1,000,000 shares of the Company’s Common Stock to any individual during any calendar year.

As of December 31, 2016, 861,842 shares of Common Stock remain eligible to be issued under the Long-Term Incentive Plans.

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Outstanding Equity Awards at Fiscal Year-End

The following table presents information regarding unexercised option awards for each Named Executive Officer as of the end of the fiscal year ended December 31, 2016:

Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)			Option Expiration Date
Jonathan A. Siegel		2/14/2014		283,333	(1)		141,667	(1)		3.60	(2)		2/14/2024
		2/14/2015		25,000	(1)		50,000	(1)		1.37	(2)		2/14/2025
		3/17/2016		400,000			0			0.36			3/17/2026	(3)
		5/16/2016		33,332			166,668			0.26			5/12/2026	(3)
Kara B. Jenny		5/27/2014		200,000	(1)		100,000	(1)		3.20	(2)		5/27/2024
		3/17/2016		400,000			0			0.36			3/17/2026	(3)

(1) Stock options become exercisable or vest in thirds beginning on the first anniversary of the grant date and the next two anniversaries of the grant date thereafter, assuming continued employment and subject to possible acceleration upon the occurrence of certain events, and stock options expire ten years from the grant date.

(2) On January 12, 2017, the compensation committee of the Company’s Board of Directors, and Walker Digital, a stockholder entitled to vote 2,358,500 shares of the Company’s Common Stock and 14,999,000 shares of Series B Preferred Stock, representing, collectively, approximately 82.3% of the outstanding voting stock of the Company entitled to vote on such date with respect to such corporate actions, approved a one-time stock Option Repricing program (the “Option Repricing”) to permit the Company to reprice certain options to purchase the Company’s Common Stock held by its current directors, officers and employees (the “Eligible Options”), which actions became effective on the twentieth calendar day following the mailing to the Company’s stockholders of the definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission, which effectiveness date was February 19, 2017. Under the Option Repricing, as of the date the Option Repricing became effective, Eligible Options with an exercise price at or above $1.37 per share (representing an aggregate of 2,743,000 options, or 58% of the total outstanding options) were amended to reduce such exercise price to the average daily volume weighted average closing price of the Common Stock on the OTCQB for the 20 trading day period immediately following such effective date or, if greater, the closing price of a share of the Company’s Common Stock, as reported by the OTCQB on the business day immediately prior thereto (February 17, 2017). The amended exercise price for the Eligible Options (including those designated by footnote (2) in the table above) under the Option Repricing is $0.43 per share.

(3) In the event of a termination other than for cause vested stock options shall remain exercisable until the earlier of five years following the date of termination or the expiration date.

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The following table contains information about our Common Stock that may be issued under our equity compensation plans as of December 31, 2016:

Equity Compensation Plan Information

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options (a)		Weighted Average Exercise Price of Outstanding Options (b)(2)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by stockholders(1)(2)		4,745,500	$	2.38		861,842	(3)
Equity compensation plans not approved by stockholders		—		—		—
Total		4,745,500	$	2.38		861,842

(1) Our Amended and Restated 2006 Long-Term Incentive Plan was adopted by our stockholders on July 24, 2008. Our Amended and Restated 2015 Long-Term Incentive Plan was adopted on May 6, 2015.

(2) On January 12, 2017, the compensation committee of the Company’s Board of Directors, and Walker Digital, a stockholder entitled to vote 2,358,500 shares of the Company’s Common Stock and 14,999,000 shares of Series B Preferred Stock, representing, collectively, approximately 82.3% of the outstanding voting stock of the Company entitled to vote on such date with respect to such corporate actions, approved a one-time stock Option Repricing program (the “Option Repricing”) to permit the Company to reprice certain options to purchase the Company’s Common Stock held by its current directors, officers and employees (the “Eligible Options”), which actions became effective on the twentieth calendar day following the mailing to the Company’s stockholders of the definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission, which effectiveness date was February 19, 2017. Under the Option Repricing, as of the date the Option Repricing became effective, Eligible Options with an exercise price at or above $1.37 per share (representing an aggregate of 2,743,000 options, or 58% of the total outstanding options) were amended to reduce such exercise price to the average daily volume weighted average closing price of the Common Stock on the OTCQB for the 20 trading day period immediately following such effective date or, if greater, the closing price of a share of the Company’s Common Stock, as reported by the OTCQB on the business day immediately prior thereto (February 17, 2017). The amended exercise price for the Eligible Options (including those designated by footnote (2) in the table above) under the Option Repricing is $0.43 per share.

(3) As of December 31, 2016, 861,842 shares of Common Stock remain eligible to be issued under the Long-Term Incentive Plans.

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AUDIT COMMITTEE REPORT

The role of the Audit Committee is to assist the Board of Directors in its oversight of our financial reporting process. As set forth in the charter, our management is responsible for the preparation, presentation and integrity of our financial statements, accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for auditing our financial statements and expressing an opinion as to their conformity with generally accepted accounting principles.

In the performance of this oversight function, the Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2016 with management, and has discussed with the independent auditors the matters required to be discussed by Statement of Auditing Standards No. 61, Communication with Audit Committee, as currently in effect. The Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1, Independence Discussions with audit committees, as currently in effect, and has discussed with the independent auditors the independent auditors’ independence; and based on the review and discussions referred above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for filing with the SEC.

The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting, are not experts in the fields of accounting or auditing, including in respect of auditor independence. Members of the Audit Committee rely without independent verification on the information provided to them and on the representations made by management and the independent accountants. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal control and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s consideration and discussions referred to above do not assure that the audit of our financial statements has been carried out in accordance with generally accepted accounting principles or that our auditors are in fact “independent.”

Based upon the reports, review and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Audit Committee Charter, the Audit Committee recommended to our Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC.

THE AUDIT COMMITTEE
 
Richard J. Salute, Chair
Nathaniel J. Lipman
Sharon Barner

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ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
(Item 2)

The Board of Directors believes that the Company’s compensation program for executive officers is designed to attract and retain high quality people and to motivate them to achieve both our long-term and short-term goals. Our overall goal is to achieve sustainable growth of net sales, profitability, and return on invested capital on an annual and long-term basis.

As required by Section 14A of the Exchange Act, this proposal, commonly referred to as the “say-on-pay” resolution, seeks a stockholder advisory vote on the compensation of our Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and related narrative discussion, through the following resolution:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the compensation tables and related narrative discussion.”

Because this is an advisory vote, it will not be binding upon the Board. However, the Compensation Committee values the opinions expressed by stockholders. The Company currently intends to hold an advisory vote to approve executive compensation every three years, which is consistent with the advisory vote of the stockholders at the Company’s 2014 Annual Meeting of Stockholders.

The Board of Directors recommends a vote FOR the advisory resolution. Proxies received by the Board will be so voted unless a contrary choice is specified in the proxy.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(Item 3)

The Audit Committee has selected Marcum, LLP to serve as our independent accountants for the year ending December 31, 2017. A representative of Marcum, LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she so desires. The representative also is expected to be available to respond to appropriate questions from stockholders.

If stockholders fail to ratify the appointment, the Audit Committee will reconsider its appointment of Marcum, LLP.

Services and Fees of Independent Accountants

The following chart sets forth public accounting fees paid to Marcum, LLP during the years ended December 31, 2016 and 2015:

Marcum, LLP

	2016		2015
Audit Fees	$	164,000	$	150,000
Audit-Related Fees		12,000		12,000
Tax Fees		9,000		14,000
All Other Fees		—		—
Total	$	185,000	$	177,000

Audit Fees were for professional services for the audit of our annual financial statements and the review of the financial statements included in our quarterly reports on Forms 10-Q, and services that are normally provided by Marcum, LLP in connection with statutory and regulatory filings or engagements for that fiscal year.

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Audit-related fees consist of services by Marcum, LLP that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under Audit Fees. We incurred these fees in connection with the preparation of registration statements. Audit-related fees also included out of pocket expenses incurred during the course of performing audit or review of our financial statements for the respective fiscal year.

Pre-Approval of Services

The Audit Committee appoints the independent accountant each year and pre-approves the audit services. The Audit Committee Chair is authorized to pre-approve specified non-audit services for fees not exceeding specified amounts, if he promptly advises the other Audit Committee members of such approval. All of the services described under the caption “Audit Fees” were pre-approved.

The Board of Directors recommends a vote FOR the proposal to ratify the appointment of Marcum, LLP
as independent auditors of the Company for the fiscal year ending December 31, 2017. Proxies received by
the Board will be so voted unless a contrary choice is specified in the proxy.

GENERAL

Management does not know of any matters other than those stated in this Proxy Statement that are to be presented for action at the Annual Meeting. If any other matters should properly come before the Annual Meeting, it is intended that proxies in the accompanying form will be voted on any such other matters in accordance with the judgment of the persons voting such proxies. Discretionary authority to vote on such matters is conferred by such proxies upon the persons voting them.

We will bear the cost of preparing, printing, assembling and mailing the Proxy Statement and other material that may be sent to stockholders in connection with this solicitation. It is contemplated that brokerage houses will forward the proxy materials to beneficial owners at our request. In addition to the solicitation of proxies by use of the mails, officers and regular employees of Walker Innovation may solicit proxies without additional compensation, by telephone or other electronic means. We may reimburse brokers or other persons holding stock in their names or the names of their nominees for the expenses of forwarding soliciting material to their principals and obtaining their proxies.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the Exchange Act. Walker Innovation’s SEC filings made electronically through the SEC’s EDGAR system are available to the public at the SEC’s website athttp://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549-1004. Please call the SEC at (800) SEC-0330 for further information on the operation of the public reference room.

We will only deliver one Proxy Statement to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders. Upon written or oral request, we will promptly deliver a separate copy of this Proxy Statement and any future annual reports and proxy or information statements to any stockholder at a shared address to which a single copy of this Proxy Statement was delivered, or deliver a single copy of this Proxy Statement and any future annual reports and proxy or information statements to any stockholder or holders sharing an address to which multiple copies are now delivered. You should direct any such requests to the Company at following address: Edward Gomez, General Counsel, Walker Innovation Inc., Two High Ridge Park, Stamford, CT 06905.

Walker Innovation will provide without charge to each person being solicited by this Proxy Statement, on the written request of any such person, a copy of our Annual Report on Form 10-K for the year ended December 31, 2016 (as filed with the SEC), including the financial statements contained therein. All such requests should be directed to Edward Gomez, General Counsel, Walker Innovation Inc., Two High Ridge Park, Stamford, CT 06905.

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OTHER MATTERS TO BE PRESENTED AT THE ANNUAL MEETING

The Company did not have notice, as of March 1, 2017, of any matter to be presented for action at the Annual Meeting, except as discussed in this Proxy Statement. The persons authorized by the accompanying form of proxy will vote in their discretion as to any other matter that comes before the Annual Meeting.

STOCKHOLDER PROPOSALS

The Annual Meeting of Stockholders for the fiscal year ending December 31, 2017 is expected to be held in May 2018. Any stockholder proposal intended to be included in our proxy statement and form of proxy for presentation at the 2018 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act must be received by us not later than December 15, 2017. As to any proposal submitted for presentation at the 2018 Annual Meeting of Stockholders outside the processes of Rule 14a-8, the proxies named in the form of proxy for the 2018 Annual Meeting of Stockholders will be entitled to exercise discretionary authority on that proposal unless we receive notice of the matter on or before February 27, 2018.

By Order of the Board of Directors,

/s/ Jonathan A. Siegel

Jonathan A. Siegel
Chief Executive Officer and Secretary
 
Dated: March 22, 2017

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