THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES NAMED ABOVE.
THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our Board of Directors currently consists of five (5) directors, as described in "Proposal 1: Election of Directors." Our Board of Directors believes that there should be a majority of independent directors on the Board of Directors. Our Board of Directors also believes that it is useful and appropriate to have members of management as directors. The current board members include three (3) independent directors and two (2) members of our management.
The Board of Directors has determined that each of Messrs. Aynilian, Gilmore and Hague are "independent", based on the standards set forth by the New York Stock Exchange. The Board has also determined that with respect to each independent director no relationships exist which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment by such director in carrying out the responsibilities of a director.
The Board of Directors has three standing committees: the Audit Committee, the Nominating Committee, and the Compensation Committee.
The positions of Chairman, Chief Executive Officer and General Counsel of the Company are held by Mr. Krikorian. The combination of these offices is felt to be appropriate for the Company due to the Company’s size and Mr. Krikorian’s participation as an officer of, and counsel to, the Company in the operations and financing of the Company which are his primary responsibilities. In addition, the Company’s independent Directors, including Mr. Aynilian who is Chairman of the Audit Committee, and is deemed to be the lead independent director is involved in the review and analysis of both the Company’s financial statements and its prospective financing. Mr. Krikorian reports to both Mr. Aynilian and Mr. Hague regarding the Company’s financial position and operations. Additionally, Mr. Krikorian regularly communicates with each of the other members of the Board of Directors and keeps such individuals current with the Company’s financing, acquisitions, and sales activities on a regular basis. The Board of Directors considers and approves all financing, acquisitions, and sales activities of the Company and accordingly is kept current with the operational and financial needs of the Company.
COMMITTEES OF THE BOARD
The Audit Committee
During 2009, the Audit Committee met two (2) times. The Audit Committee assists the Board of Directors in its oversight of the Company's financial accounting and reporting processes. A copy of the Charter of the Audit Committee which describes this and other responsibilities of the Committee is available on the Company’s website at www.globalgoldcorp.com.
In accordance with the Charter of the Audit Committee, the Audit Committee has the sole authority for the appointment, replacement, compensation, and oversight of the work of our independent auditors, reviews the scope and results of audits with our independent auditors, reviews with management and our auditors our annual and interim operating results, considers the adequacy of our internal controls over financial reporting, our disclosure controls and procedures, considers our auditors' independence, and reviews and approves in advance all engagements of any accountant (including the fees and terms thereof). The Audit Committee is also responsible for establishing procedures for the receipt, retention and treatment of complaints regarding our accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
The Audit Committee currently consists of Messrs. Aynilian, Gilmore and Hague. Each of the current members of the Audit Committee is "independent" under the standards established by the Securities and Exchange Commission (the "SEC") for members of audit committees and each member is "independent" under the standards set forth by the New York Stock Exchange for its listed companies. Mr. Aynilian has been determined by our Board of Directors to meet the qualifications of an "audit committee financial expert" in accordance with SEC rules.
REPORT OF THE AUDIT COMMITTEE
The information contained in this report shall not be deemed to be "soliciting material" or "filed" or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.
The Audit Committee has, among other activities, (i) reviewed and discussed with management our audited annual financial statements for the fiscal year ended December 31, 2009; (ii) discussed with Sherb & Co., LLP, the Company’s independent auditors, the matters required to be discussed by American Institute of Certified Public Accountants Auditing Standards Board in Auditing Standards No. 61 "Communications with Audit Committees" and (iii) considered the independence of Sherb & Co., LLP, by having discussions with representatives of Sherb & Co., LLP, having received and reviewed a letter from them including disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, "Independence Discussions with Audit Committees." On the basis of the above, the Audit Committee has recommended to the Board of Directors that our audited financial statements for the fiscal years ended December 31, 2009 and 2008 be included in our Annual Report on Form 10-K for the year ended December 31, 2009.
Submitted by the Audit Committee of the Board of Directors
Nicholas J. Aynilian, Chairman
Harry Gilmore
Ian Hague
April 10, 2010
The Nominating Committee
On June 15, 2007, the Board of Directors adopted a Charter for the Nominating, a copy of which is available on the Company’s website at www.globalgoldcorp.com.
During 2009, the Nominating Committee met one (1) time. The Nominating Committee provides certain principles and guidelines by which the Board of Directors of the Company shall fulfill its responsibility to the stockholders, potential stockholders and the investment community. The committee is responsible for the development of (i) corporate governance principles intended to promote the efficient, effective and transparent governance of the Company, and (ii) procedures for the identification and selection of individuals qualified to become directors. Stockholders are encouraged to recommend individuals for consideration to become nominees to the Board of Directors as set forth in the "Stockholders Proposals and Director Nominations", section of this proxy statement below. The Nominating Committee uses established criteria for the selection of nominees and reviews each candidate to determine if the candidate has the appropriate skills and characteristics required of board members. Although the Company does not have a specific policy relating to diversity of its Directors, in evaluating candidates, the Nominating Committee considers issues of independence, diversity and expertise in numerous areas, including experience in the gold mining industry, finance, marketing, and international affairs. The Nominating Committee selects individuals of the highest personal and professional integrity who have demonstrated exceptional ability and judgment in their field and who would work effectively with the other directors and nominees to the Board of Directors.
The Nominating Committee currently consists of Messrs. Aynilian, Gilmore and Hague. Each of the current members of the Nominating Committee is "independent" under the standards set forth by the New York Stock Exchange for its listed companies.
The Compensation Committee
On May 10, 2006, the Board of Directors adopted a Charter for the Compensation Committee, a copy of which is available on the Company’s website at www.globalgoldcorp.com.
During 2009, the Compensation Committee met two (2) times. The Compensation Committee assists the Board of Directors in its oversight of the compensation of the directors and officers of the Company. In accordance with the Compensation Committee Charter, the responsibilities of the Compensation Committee are to (i) review and recommend to the Board for approval compensation (including incentive compensation plans and equity based compensation plans) of the Company’s CEO, executive officers and other key officers; (ii) review and approve general benefits and compensation strategies; (iii) develop and approve all stock ownership, stock option and other equity based compensation plans of the Company; and (iv) grant any shares, stock options, or other equity based awards under all equity based compensation plans.
The Compensation Committee currently consists of Messrs. Aynilian, Gilmore and Hague. Each of the current members of the Compensation Committee is "independent" under the standards established by the Securities and Exchange Commission (the "SEC") for members of compensation committees and each member is "independent" under the standards set forth by the New York Stock Exchange for its listed companies.
Attendance at Board, Committee, and Annual Stockholders’ Meetings.
The Board of Directors met thirteen (13) times during 2009. Each of the Company's directors is expected to attend each meeting of the Board of Directors and any committees on which he serves. In 2009, each of our directors attended one hundred percent (100%) of the meetings of the Board of Directors and of the committees on which he served. We do not currently have a policy requiring attendance of our directors at our annual meetings of stockholders.
MEMBERSHIP AND MEETINGS OF THE BOARD AND ITS COMMITTEES TABLE FOR YEAR 2009
Name | Board of Directors | Audit Committee | Nominating Committee | Compensation Committee |
Drury J Gallagher* | Chairman Emeritus | | | |
Van Z. Krikorian* | Chairman | | | |
Nicholas J. Aynilian | Member | Member | Member | Member |
Ian C. Hague | Member | Member | Member | Member |
Harry Gilmore | Member | Member | Member | Member |
Number of Meetings Held in 2009 | 13 | 2 | 1 | 2 |
Notes to Membership and Meetings of the Board and its Committees Table
*Non-independent Board member.
COMPENSATION OF DIRECTORS
The Board of Directors believes that compensation for our directors should be equity-based compensation. Our independent directors do not receive consulting, advisory or other compensatory fees from us in addition to their compensation as directors.
In July 2002, our Board of Directors had adopted a compensation policy for the directors that consists of annual awards of 50,000 shares of Common Stock to each director in recognition of his ongoing services as director. No additional fees are paid for service on the Committees of the Board.
Beginning in 2007, the Company changed its policy to grant options as director compensation and not issue awards of Common Stock.
On May 18, 2009, the Company issued options to purchase 100,000 shares of the Company’s Common Stock under the Global Gold Corporation 2006 Incentive Plan (the “GGC 2006 Incentive Plan”) as director compensation for the fiscal year 2009 to each of Messrs. Aynilian, Gallagher, Gilmore, Hague, and Krikorian at an exercise price of $0.20 per share which fully vest on November 18, 2009.
The Company maintains its practice of reimbursing reasonable expenses incurred for service on the Board or any of its Committees.
Directors' Compensation Table For Year 2009
The following table reflects the equity compensation received during the 2009 fiscal year by each non-management director who served on the Company's Board of Directors and the Committees of the Board of Directors. No cash compensation was paid to the Company’s independent Directors. Please see the " Executive Compensation – Summary Compensation Table” section of this proxy statement, below, for disclosure of directors' fees paid to management directors in the 2009 fiscal year.
Name of Director | Stock Awards (1) | Option Awards (2) | Total |
Nicholas J. Aynilian | $ - | $ 14,400 (3) | $ 14,400 |
Ian C. Hague | $ - | $ 14,400 (3) | $ 14,400 |
Harry Gilmore | $ - | $ 14,400 (3) | $ 14,400 |
Notes to Directors' Compensation Table
(1) | As of December 31, 2009, the number of shares held by directors acquired through stock awards is as follows: 150,000 shares held by Mr. Aynilian, 100,000 held by Mr. Hague, and 50,000 held by Mr. Gilmore. |
(2) | As of December 31, 2009, the number of options held by directors acquired through option awards is as follows: 300,000 options held by Mr. Aynilian, 300,000 held by Mr. Hague, and 300,000 held by Mr. Gilmore. |
(3) | This column represents the aggregate grant date fair value of stock options granted to the non-management Directors in 2009 in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718"). See Note 2(i) of the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2009 regarding assumptions underlying valuation of equity awards. |
EXECUTIVE OFFICERS
The following biographical descriptions set forth certain information concerning each of the Company’s executive officers, together with their positions with the Company, age and business experience. For information on Mr. Krikorian, Chairman, Chief Executive Officer and General Counsel of the Company, and Mr. Gallagher, Treasurer and Secretary of the Company, see the " Proposal One: Election of Directors – Information Regarding Nominees for Director " section of this proxy statement, above.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table shows the total compensation paid for the 2009 and 2008 fiscal years to the Company's Chief Executive Officer and the other two most highly compensated executive officers in 2009 and 2008. The individuals included in the following table are collectively referred to as the "Named Executive Officers." (For narrative disclosure of the structure of the Company's equity compensation earned by the Named Executive Officers, please refer to the "Narrative Disclosure to the Summary Compensation Table" below.)
| | | | | | | | | | Stock | | | | Option | | | | | All Other | | | | |
Named Executive Officer | | | | | | | | | | Awards | | | | Awards | | | | | Compensation | | | | |
and Principal Position | | Year | | Salary | | | Bonus (1) | | | (2)(3) | | | | (2)(4) | | | | | (5) | | | Total | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Van Z. Krikorian | | | | | | | | | | | | | | | | | | | | | | | | | |
Chairman of the Board of | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors, Chief Executive | | 2009 | | $ | 225,000 | | | $ | - | | | $ | 105,000 | | (6) | | $ | 14,400 | | (7) | | | $ | 1,125 | | | $ | 345,525 | |
Officer and General Counsel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2008 | | $ | 225,000 | | | $ | - | | | $ | - | | | | $ | 18,000 | | (7) | | | $ | 6,750 | | | $ | 249,750 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jan Dulman | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Chief Financial Officer | | 2009 | | $ | 145,833 | | | $ | - | | | $ | 71,500 | | (8) | | $ | 28,350 | | (9) | | | $ | 1,000 | | | $ | 246,683 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2008 | | $ | 125,000 | | | $ | - | | | $ | - | | | | $ | - | | (9) | | | $ | 3,750 | | | $ | 128,750 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Drury Gallagher | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Chairman Emeritus | | 2009 | | $ | 125,000 | | | $ | - | | | $ | 6,667 | | (10) | | $ | 42,000 | | (11) | | | $ | - | | | $ | 173,667 | |
Secretary and Treasurer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2008 | | $ | 125,000 | | | $ | - | | | $ | - | | | | $ | 18,000 | | (11) | | | $ | - | | | $ | 143,000 | |
Notes to Summary Compensation Table
| 1) | The Compensation Committee has recommended that there will not be any bonuses paid to any of the named executive officers for 2009 and 2008. |
| 2) | For details of stock and option grants, including vesting schedules see "Narrative Disclosure to the Summary Compensation Table" below. |
| 3) | This column represents the aggregate grant date fair value in the fiscal year indicated for restricted stock granted to the named executive officers in 2009 and 2008 in accordance with the provisions of ASC Topic 718, Compensation – Stock Compensation. See Note 2(i) of the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2009, and Note 2(j) for the year ended December 31, 2008, regarding assumptions underlying valuation of equity awards. Any estimate of forfeitures related to service-based vesting conditions are disregarded pursuant to the SEC Rules. |
| 4) | This column represents the aggregate grant date fair value in the fiscal year indicated for stock options granted to the named executive officers in 2009 and 2008, in accordance with the provisions of ASC Topic 718, Compensation – Stock Compensation. See Note 2(i) of the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2009, and Note 2(j) for the year ended December 31, 2008, regarding assumptions underlying valuation of equity awards. |
| 5) | This column consists of Company matching contributions under our 401(k) plan. |
| 6) | Mr. Krikorian received 600,000 shares of restricted Common Stock pursuant to his employment agreement on January 1, 2005 at a fair market value of $0.50 per share, 600,000 shares of restricted Common Stock pursuant to his employment agreement on June 15, 2006 at a fair market value of $1.70 per share, and 1,050,000 shares of restricted Common Stock pursuant to his employment agreement on August 11, 2009 at a fair market value of $0.10 per share. |
| 7) | Mr. Krikorian was granted options to purchase 100,000 shares of Common Stock as compensation for serving as a director on April 8, 2008 at an exercise price of $0.45 per share which vest on October 8, 2008. Mr. Krikorian was also granted options to purchase 100,000 shares of Common Stock as compensation for serving as a director on May 18, 2009 at an exercise price of $0.20 per share which vest on November 18, 2009. |
| 8) | Mr. Dulman received 40,000 shares of restricted Common Stock pursuant to his employment agreement on August 1, 2005 at a fair market value of $1.00 per share, 150,000 shares of restricted Common Stock pursuant to his employment agreement on June 15, 2007 at a fair market value of $0.83 per share, and 225,000 shares of restricted Common Stock pursuant to his employment agreement on August 11, 2009 at a fair market value of $0.14 per share. Mr. Dulman also received 200,000 shares of restricted Common Stock as a retention bonus on May 18, 2009 at a fair market value of $0.20 per share. |
| 9) | Mr. Dulman was granted options to purchase 150,000 share of Common Stock pursuant to his employment agreement on June 15, 2007 at an exercise price of $0.83 per share and options to purchase 225,000 share of Common Stock pursuant to his employment agreement on August 11, 2009 at an exercise price of $0.14 per share. |
| 10) | Mr. Gallagher was granted 50,000 shares of restricted Common Stock pursuant to his employment agreement on June 15, 2006 at a fair market value of $1.70 per share, and 33,333 shares of restricted Common Stock pursuant to his automatic one year renewal of his contract on May 18, 2009 at a fair market value of $0.20 per share. |
| 11) | Mr. Gallagher was granted options to purchase 250,000 shares of Common Stock pursuant to his employment agreement on June 15, 2006 at an exercise price of $ 1.70 per share. Mr. Gallagher was also granted options to purchase 100,000 shares of Common Stock as compensation for serving as a director on April 8, 2008 at an exercise price of $0.45 per share which vest on October 8, 2008. Mr. Gallagher was also granted options to purchase 100,000 shares of Common Stock as compensation for serving as a director on Mayl 18, 2009 at an exercise price of $0.20 per share which vest on November 18, 2009. Mr. Gallagher was also granted options to purchase 166,667 shares of Common Stock pursuant to his employment agreement automatic one year renewal on May 15, 2009 at an exercise price of $ 0.20 per share. |
NARRATIVE DISCLOSURE TO THE SUMMARY COMPENSATION TABLE
Description of Employment Arrangements with the Company’s Named Executive Officers
Van Krikorian
On June 1, 2003, the Company entered into an employment agreement with Mr. Krikorian. The employment agreement provided for (i) annual base salary of $100,000 per year (subject to payment as cash flow permits) and (ii) a grant of 900,000 shares of Common Stock as a restricted stock award subject to a substantial risk of forfeiture upon termination of his employment (other than by death or disability) during the term of the agreement, and which is to be earned, and vested ratably over the term of the agreement and (iii) any bonus determined in accordance with any bonus plan approved by the Board of Directors. The employment agreement had an initial term of three years terminating on June 30, 2006.
On January 1, 2005, Mr. Krikorian’s employment agreement was amended and extended for two years. The amended employment agreement provided that Mr. Krikorian would receive an increase in his annual base salary to $180,000 per year, representing a 80% increase over his previous salary effective January 1, 2005 and an additional grant of 600,000 shares of Common Stock as a restricted stock award subject to a substantial risk of forfeiture upon termination of his employment (other than by death or disability) during the term of the agreement, which vest in four equal installments of 150,000 shares each on July 1, 2006, January 1, 2007, July 1, 2007, and January 1, 2008. Prior to the amendment described below, the amended employment agreement was to terminate on June 30, 2008.
On June 15, 2006, Mr. Krikorian’s employment agreement was amended and extended for one year. The amended employment provides that Mr. Krikorian will receive (i) an increase in his annual base salary to $225,000 per year, representing a 25% increase over his previous salary, effective July 1, 2006 and (ii) an additional 600,000 shares of Common Stock as a restricted stock award subject to a substantial risk of forfeiture upon termination of his employment (other than by death or disability) during the term of the agreement, which vest in three equal installments of 200,000 shares each on June 30, 2007, June 30, 2008 and June 30, 2009.
Mr. Krikorian is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. In addition, the restricted stock previously awarded to Mr. Krikorian will continue to vest pursuant to his original employment agreement, as amended previously. The amended employment agreement terminates on June 30, 2009.
On August 11, 2009, Mr. Krikorian’s employment agreement was amended and extended for three years. The amended employment provides that Mr. Krikorian will receive (i) no increase in his annual base salary which will remain at $225,000 per year and (ii) an additional 1,050,000 shares of Common Stock as a restricted stock award subject to a substantial risk of forfeiture upon termination of his employment (other than by death or disability) during the term of the agreement, which stock which will vest in equal semi-annual installments over the term of his employment agreement.
Mr. Krikorian is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. In addition, the restricted stock previously awarded to Mr. Krikorian will continue to vest pursuant to his original employment agreement, as amended previously. The amended employment agreement terminates on June 30, 2012.
Drury Gallagher
On July 1, 2002, the Company entered into an employment agreement with Mr. Gallagher. The employment agreement provided for (i) annual grants of 100,000 shares of Common Stock as base salary during the term of the agreement, subject to an adjustment each year, as determined by the Board of Directors, in an amount equal to (x) the increase in the consumer price index or (y) up to 10% of his then base salary and (ii) any bonus determined in accordance with any bonus plan approved by the Board of Directors. The employment agreement had an initial term of four years terminating on June 30, 2006.
On February 1, 2003, Mr. Gallagher’s employment was amended employment agreement with the same termination date. The amended agreement provided that Mr. Gallagher would receive (i) an annual base salary of $100,000 per year (subject to payment as cash flow permits) and (ii) a grant of 900,000 shares of Common Stock as a restricted stock award subject to a substantial risk of forfeiture upon termination of his employment with us (other than by death or disability) during the term of the agreement, which vest ratably over the term of the agreement.
On June 15, 2006, Mr. Gallagher’s employment agreement was amended and extended for two and a half years. The amended agreement provided that Mr. Gallagher resign as Chairman and Chief Executive Officer and assume the titles of Chairman Emeritus, Secretary and Treasurer effective December 31, 2006 and June 30, 2006, respectively. In addition, the amended agreement provides that Mr. Gallagher will receive (i) an increase in his annual base salary to $125,000 per year, representing a 25% increase over his previous salary, (ii) an additional 50,000 shares of restricted stock that vests in four equal installments of 12,500 shares each on December 30, 2006, June 30, 2007, December 30, 2007 and June 30, 2008 and (iii) 250,000 stock options to purchase Common Stock at $1.70 per share (the arithmetic mean of the high and low prices of the Company's stock on June 15, 2006), to vest in eight equal installments of 28,125 shares each on September 30, 2006, December 30, 2006, March 30, 2007, June 30 2007, September 30, 2007, December 30, 2007, March 30, 2008 and June 30, 2008. The restricted stock and options are subject to a substantial risk of forfeiture upon termination of his employment (other than by death or disability) during the term of the Agreement and the option grant was made pursuant to the GGC 2006 Incentive Plan.
On December 31, 2008, pursuant to his employment agreement, Mr. Gallagher’s agreement was automatically extended for an additional year through December 31, 2009 under the same terms of an annual salary of $125,000, 33,333 shares of restricted common stock and stock options to purchase 166,667 of common stock of the Company. On May 18, 2009, pursuant to Mr. Gallagher’s employment agreement extension under his contract and as confirmed by the independent compensation committee and board of directors, Mr. Gallagher was granted 33,333 shares of restricted common stock with 16,667 shares vesting on June 30, 2009, and 16,666 shares vesting on December 31, 2009. Mr. Gallagher was also granted stock options to purchase 166,667 shares of common stock of the Company at $0.20 per share vesting on November 18, 2009. The restricted stock is subject to a substantial risk of forfeiture upon termination of his employment with the Company during the term of the Employment Agreement.
Mr. Gallagher is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. In addition, the restricted stock previously awarded to Mr. Gallagher will continue to vest pursuant to his original employment agreement, as amended previously. The amended agreement was to terminate on December 31, 2008, but was automatically renewed for one year on the same terms and will terminate on December 31, 2009.
Jan Dulman
On August 1, 2005, the Company entered into an employment agreement with Mr. Jan Dulman as the Controller of the Company. The employment agreement provided for (i) annual base salary of $12,000 per year, (ii) a grant of 40,000 shares of Common stock as a restricted stock award subject to a substantial risk of forfeiture upon termination of his employment (other than by death or disability) during the term of the agreement, and which vest in four equal installments of 10,000 shares each on February 1, 2006, August 1, 2006, February 1, 2007 and August 1, 2007 and (iii) any bonus determined in accordance with any bonus plan approved by the Board of Directors. The employment agreement had an initial term of two years terminating on July 31, 2007.
On February 6, 2006, Mr. Dulman’s employment agreement was amended, retroactively to January 1, 2006 increasing his annual base salary to $24,000 per year, representing a 100% increase from his previous salary.
On June 15, 2006, Mr. Dulman’s employment agreement was amended and extended. The amended agreement provides that Mr. Dulman will receive (i) an increase in his annual base salary to $60,000 per year, representing a 150% increase over his previous salary, effective May 1, 2006 and (ii) an a grant of options to purchase 62,500 shares of Common Stock at $1.70 per share (the arithmetic mean of the high and low prices of the Company's stock on June 15, 2006), that vest in three installments as follows: 20,833 shares on June 15th, 2006, 20,833 shares on November 30, 2006, and 20,834 shares on July 31, 2007. The options are subject to a substantial risk of forfeiture upon termination of his employment (other than by death or disability) with the Company during the term of the employment agreement and the option grant was made pursuant to the Global Gold Corporation 2006 Stock Incentive Plan.
Mr. Dulman is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. In addition, the restricted stock previously awarded to Mr. Dulman will continue to vest pursuant to his original employment agreement, as amended previously. The restricted stock previously awarded to Mr. Dulman will continue to vest pursuant to his original employment agreement. The amended agreement terminates on July 31, 2007.
On June 15, 2007, the Company approved a new employment agreement for Jan Dulman with respect to his employment as the Controller of the Company. The Board of Directors unanimously elected Mr. Dulman as the Chief Financial Officer. The revised new agreement provides that Mr. Dulman will resign as Controller and assume the title of Chief Financial Officer effective June 1, 2007 and will receive an annual base salary of $125,000, representing a 108% increase over his previous salary and is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. The new agreement is for two years and two months terminating on July 31, 2009. Pursuant to the new agreement, Mr. Dulman was also granted (i) 150,000 shares of restricted stock to vest in four equal installments of 37,500 shares each on January 31, 2008, July 31, 2008, January 31, 2009 and July 31, 2009 and (ii) 150,000 stock options to purchase Common Stock at $0.83 per share (the arithmetic mean of the high and low prices of the Company's stock on June 15, 2007), to vest in equal installments of 75,000 shares each on August 1, 2007, and August 1, 2008.
The restricted stock and options previously awarded to Mr. Dulman will continue to vest pursuant to his original Employment Agreement. The restricted stock and options are subject to a substantial risk of forfeiture upon termination of his employment with the Company during the term of the Agreement and the option grant was made pursuant to the GGC 2006 Incentive Plan.
On August 11, 2009, Mr. Dulman’s employment agreement was extended for an additional 3 year term from August 1, 2009 through July 31, 2012 with an annual salary of $150,000 and Mr. Dulman was granted 225,000 shares of restricted common stock which will vest in equal semi-annual installments over the term of his employment agreement. Mr. Dulman was also granted stock options to purchase 225,000 shares of common stock of the Company at $0.14 per share (based on the closing price at his renewal) vesting in equal quarterly installments over the term of his employment agreement.
The restricted stock and options previously awarded to Mr. Dulman will continue to vest pursuant to his original Employment Agreement. The restricted stock and options are subject to a substantial risk of forfeiture upon termination of his employment with the Company during the term of the Agreement and the option grant was made pursuant to the GGC 2006 Incentive Plan.
Certain Material Terms of Employment Agreements with Named Executive Officers
Executive | Date of Original Agreement | Original Annual Base Salary | Date of Amended and Restated Agreement | Amended Annual Base Salary |
Van Z. Krikorian | 06/01/03 | $100,000 | 08/11/09 | $225,000 |
Drury J Gallagher | 02/01/02 | see above | 06/15/06 | $125,000 |
Jan Dulman | 08/01/05 | $12,000 | 08/11/09 | $150,000 |
Outstanding Equity Awards at Fiscal Year End 2009 Table
| Option Awards | | Stock Awards |
Named Executive Officers | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) (1) | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) |
| | | | | | | | | |
Van Z. Krikorian | 100,000(2) | | — | $0.86 | 6/15/2016 | | — | | — |
| 100,000(3) | | — | $0.45 | 6/15/2016 | | — | | — |
| 100,000(4) | | — | $0.20 | 6/15/2016 | | — | | — |
| | | | | | | 875,000(5) | | $87,500 |
Jan Dulman | 62,500(6) | | — | $1.70 | 6/15/2016 | | — | | — |
| 150,000(7) | | — | $0.83 | 6/15/2016 | | — | | — |
| 18,750(8) | | 206,250(8) | $0.14 | 6/15/2016 | | — | | — |
| | | | | | | 225,000(9) | | $31,500 |
Drury Gallagher | 250,000(10) | | — | $1.70 | 6/15/2016 | | — | | — |
| 100,000(11) | | — | $0.83 | 6/15/2016 | | — | | — |
| 100,000(12) | | — | $0.45 | 6/15/2016 | | — | | — |
| 100,000(13) | | — | $0.20 | 6/15/2016 | | — | | — |
| 166,667(14) | | — | $0.20 | 6/15/2016 | | — | | — |
Notes to Outstanding Equity Awards at Fiscal Year End 2009 Table
| 1) | This column represents the exercise price of awards of options to purchase the Company's Common Stock which exercise price was not less than the closing price on the grant date. |
| 2) | Mr. Krikorian was granted options to purchase 100,000 shares of Common Stock as compensation for serving as a director on January 11, 2007 at an exercise price of $0.86 per share which vested on July 11, 2007. |
| 3) | Mr. Krikorian was granted options to purchase 100,000 shares of Common Stock as compensation for serving as a director on April 8, 2008 at an exercise price of $0.45 per share which vested on October 8, 2008. |
| 4) | Mr. Krikorian was granted options to purchase 100,000 shares of Common Stock as compensation for serving as a director on May 19, 2009 at an exercise price of $0.20 per share which vested on November 19, 2009. |
| 5) | Mr. Krikorian was granted 1,050,000 shares of restricted Common Stock pursuant to his employment agreement on August 11, 2009. This restricted stock vests in equal semi-annual installments of 175,000 over the term of the agreement. |
| 6) | Mr. Dulman was granted options to purchase 62,500 share of Common Stock pursuant to his employment agreement on June 15, 2006. The options vested in three installments as follows: 20,833 shares on June 15, 2006, 20,833 shares on November 30, 2006 and 20,834 shares on July 31, 2007. |
| 7) | Mr. Dulman was granted options to purchase 150,000 share of Common Stock pursuant to his employment agreement on June 15, 2007. The options vested in two installments as follows: 75,000 shares on August 1, 2007, and 75,000 shares on August 1, 2008. |
| 8) | Mr. Dulman was granted options to purchase 225,000 share of Common Stock pursuant to his employment agreement on August 11, 2009. The options vested in equal installments of 37,500 over the term of the agreement. |
| 9) | Mr. Dulman was granted 225,000 shares of restricted Common Stock pursuant to his employment agreement on August 11, 2009. The restricted stock vests in equal installments of 37,500 shares over the term of the agreement. |
| 10) | Mr. Gallagher was granted options to purchase 250,000 shares of Common Stock pursuant to his employment agreement on June 15, 2006 at an exercise price of $1.70 per share. The options vested in eight equal installments of 31,250 shares each on September 30, 2006, December 30, 2006, March 30, 2007, June 30, 2007, September 30, 2007, December 30, 2007, March 30, 2008 and June 30, 2008. |
| 11) | Mr. Gallagher was granted options to purchase 100,000 shares of Common Stock as compensation for serving as a director on January 11, 2007 at an exercise price of $0.86 per share which vested on July 11, 2007. |
| 12) | Mr. Gallagher was granted options to purchase 100,000 shares of Common Stock as compensation for serving as a director on April 8, 2008 at an exercise price of $0.45 per share which vested on October 8, 2008. |
| 13) | Mr. Gallagher was granted options to purchase 100,000 shares of Common Stock as compensation for serving as a director on May 19, 2009 at an exercise price of $0.20 per share which vested on November 19, 2009. |
| 14) | Mr. Gallagher was granted options to purchase 166,667 shares of Common Stock pursuant to the automatic one year renewal of his employment agreement on May 19, 2009 at an exercise price of $0.20 per share which vested on November 19, 2009. |
OWNERSHIP OF SECURITIES
BENEFICIAL OWNERSHIP TABLE
The following table shows, as of April 27, 2010, except as noted, information with respect to the beneficial ownership of shares of our Common Stock by each of our current directors or nominees, each of our named executive officers, each person known by us to beneficially own more than 5% of our Common Stock as of December 31, 2009 (derived exclusively from SEC filings of such beneficial owner), and all of our directors and executive officers as a group. Beneficial ownership is determined under the rules of the SEC and includes voting or investment power with respect to the securities.
Unless indicated otherwise below, the address for each listed director and officer is Global Gold Corporation, 45 East Putnam Avenue, Suite 118, Greenwich, Connecticut 06830. Except as indicated by footnote, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. The number of shares of Common Stock outstanding used in calculating the percentage for each listed person includes the shares of Common Stock underlying options held by that person that are exercisable within 60 days following April 27, 2009, but excludes shares of Common Stock underlying options or warrants held by any other person. Percentage of beneficial ownership is based on 41,152,856 shares of Common Stock outstanding as of April 27, 2009.
Title of | | Name and Address of | | Number of | | | Percentage |
Class | | Beneficial Owner | | Shares | | | of Class |
| | | | | | | |
(i) More than 5% Beneficial Owners | | | | | |
| | | | | | | |
| | Firebird Global Master Fund, LTD | | 6,300,000 | (1) | | 15.68% |
| | c/o Trident Trust Co. (Cayman) Ltd | | | | | |
| | 1 Capital Place, Box 847 | | | | | |
| | Grand Cayman, Cayman Islands | | | | | |
| | | | | | | |
Common | | Firebird Avrora Fund, LTD | | 5,635,000 | (2) | | 13.94% |
| | c/o Trident Trust Co. (Cayman) Ltd | | | | | |
| | 1 Capital Place, Box 847 | | | | | |
| | Grand Cayman, Cayman Islands | | | | | |
| | | | | | | |
Common | | Firebird Republic Fund, LTD | | 4,838,167 | (3) | | 11.96% |
| | c/o Trident Trust Co. (Cayman) Ltd | | | | | |
| | 1 Capital Place, Box 847 | | | | | |
| | Grand Cayman, Cayman Islands | | | | | |
| | | | | | | |
Common | | Firebird Fund, LP | | 165,000 | (4) | | * |
| | c/o Trident Trust Co. (Cayman) Ltd | | | | | |
| | 1 Capital Place, Box 847 | | | | | |
| | Grand Cayman, Cayman Islands | | | | | |
| | | | | | | |
Common | | Farallon Capital Management, LLC | | 2,107,999 | | | 5.12% |
| | One Maritime Plaza, Ste 1325 | | | | | |
| | San Francisco, CA 94111 | | | | | |
Title of | | Name and Address of | | Number of | | | Percentage |
Class | | Beneficial Owner | | Shares | | | of Class |
| | | | | | | |
(ii) Directors and named executive officers | | | | | |
| | | | | | | |
Common | | Van Z. Krikorian | | 3,450,000 | (5) | | 8.38% |
| | 5 Frederick Court | | | | | |
| | Harrison, NY 10528 | | | | | |
| | | | | | | |
Common | | Drury J. Gallagher | | 3,328,453 | (6) | | 8.09% |
| | 107 Eakins Road | | | | | |
| | Manhasset, NY 11030 | | | | | |
| | | | | | | |
Common | | Nicholas J. Aynilian | | 3,327,002 | (7) | | 8.08% |
| | P.O. Box 1963 | | | | | |
| | Canal Street Station | | | | | |
| | New York, NY 10013 | | | | | |
| | | | | | | |
Common | | Jan Dulman | | 883,750 | (8) | | 2.15% |
| | 13 Hickory Place | | | | | |
| | Livingston, NJ 07039 | | | | | |
| | | | | | | |
Common | | Ian Hague | | 400,000 | (9) | | * |
| | 152 West 57th Street | | | | | |
| | New York, NY 10019 | | | | | |
| | | | | | | |
Common | | Harry Gilmore | | 350,000 | (10) | | * |
| | 4848 N. 30th Street | | | | | |
| | Arlington, VA 22207 | | | | | |
| | | | | | | |
| | | | | | | |
(iii) Directors and executive officers as a group: | | 11,739,205 | (11) | | 28.53% |
* Beneficial owner of less than 1% of the outstanding Common Stock of the Company.
1) | This amount includes 1,000,000 shares of Common Stock issuable upon the exercise of the Warrants exercisable within 60 days of April 27, 2009 acquired by Firebird Global Master Fund, Ltd under the Stock Subscription and Stockholders Agreement, dated December 8, 2008. |
2) | This amount includes 1,250,000 shares of Common Stock issuable upon the exercise of the Warrants exercisable within 60 days of April 27, 2009 acquired by Firebird Republic Fund, Ltd under the Stock Subscription and Stockholders Agreement, dated December 8, 2008. |
3) | This amount includes 1,250,000 shares of Common Stock issuable upon the exercise of the Warrants exercisable within 60 days of April 27, 2009 acquired by Firebird Avrora Fund, Ltd under the Stock Subscription and Stockholders Agreement, dated December 8, 2008. |
4) | Firebird Global Master Fund, Ltd., Firebird Avrora Fund, Ltd. and Firebird Republics Fund, Ltd. each hold more than 10% of Firebird Fund, LP’s outstanding Common Stock. |
5) | This amount includes 300,000 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of April 27, 2009. |
6) | This amount includes 716,667 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of April 27, 2009. |
7) | This amount includes 1,400,000 shares owned by NJA Investments, Inc, 600,000 shares owned by trusts for minor children of Mr. Aynilian and 600,000 shares of Common Stock issuable upon the exercise of warrants exercisable within 60 days of April 27, 2009, as to which Mr. Aynilian has the sole voting power and the sole investment power. This amount also includes 300,000 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of April 27, 2009. |
8) | This amount includes 268,750 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of April 27, 2009. |
9) | This amount includes 300,000 shares of Common Stock issuable upon the exercise of options granted to Mr. Hague for services as a Director of the Company. This amount does not include the 16,938,167 shares owned by Firebird Management, LLC (through its Firebird Global Master Fund, LTD, Firebird Republic Fund, LTD, Firebird Avrora Fund, LTD, and Firebird Fund, LP) of which Mr. Hague is a co-founder and as to which shares Mr. Hague disclaims beneficial interest. |
10) | This amount includes 300,000 shares of Common Stock issuable upon the exercise of options granted to Ambassador Gilmore for services as a Director of the Company. |
11) | Includes 2,485,417 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of April 27, 2009. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities (collectively, "Section 16 reporting persons") to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of Global Gold. Section 16 reporting persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and on written representations that no other reports were required, during the fiscal year ended December 31, 2009, the Section 16 reporting persons complied with all Section 16(a) filing requirements applicable to them.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
It is our policy that all employees must avoid any activity that is or has the appearance of being hostile, adverse or competitive with Global Gold, or that interferes with the proper performance of their duties, responsibilities or loyalty to Global Gold.
In addition to the Global Gold policy described above, the SEC has specific disclosure requirements covering certain types of transactions involving Global Gold and a director, executive officer or other specified party. Except as described below, with regard to SEC rules, we have not engaged in any transaction, or series of similar transactions, since the beginning of 2008, or any currently proposed transaction, or series of similar transactions, to which Global Gold or any of its subsidiaries was or is to be a party, in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for each of 2009 and 2008 and in which any of our directors, executive officers, nominees for election as a director, beneficial owners of more than 5% of our Common Stock or members of their immediate families had, or will have, a direct or indirect material interest.
On February 7, 2008, the Company received a short term loan in the amount of $260,000, an additional $280,000 loan on March 10, 2008, and an additional $300,000 loan on April 14, 2008 (collectively, the “Loans”), from Ian Hague, a director of the Company, which Loans accrue interest, from the day they are issued and until the day they are repaid by the Company, at an annual rate of 10%. The Company promised to repay, in full, the Loan and all the Interest accrued thereon on the sooner of: (1) Mr. Hague’s demand after June 6, 2008; or (2) from the proceeds of any financing the company receives over $1,000,000. The Company may prepay this loan in full at any time. But if it is not repaid by June 10, 2008, Mr. Hague will have the right, among other rights available to Mr. Hague under the law, to convert the loan plus accrued interest to Common Stock of the Company at the price calculable and on the terms of the Global Gold Corporation 2006 Stock Incentive Plan. In addition, Mr. Hague has the right at any time to convert all or a portion of the Loan to the same terms provided to any third party investor or lender financing the company. In connection with the Loan, pursuant to the Company’s standing policies, including it’s Code of Business Conduct and Ethics and Nominating and Governance Charter, the Board of Directors, acting without the participation of Mr. Hague, reviewed and approved the Loan and its terms, and determined the borrowings to be in the Company’s best interest. On May 12, 2008, the Company received an advance of $1,500,000 and an additional advance of $800,000 on July 7, 2008 (collectively, the “Advances”), from Mr. Hague. On September 23, 2008, the Company restructured the Loans and the Advances into a new agreement (the “Loan and Royalty”) which became effective November 6, 2008. Key terms of the Loan and Royalty include interest accruing from September 23, 2008 until the day the loan is repaid in full at an annual rate of 10% and the Company granting a royalty of 1.75% from distributions to the Company from the sale of gold and all other metals produced from the Madre De Dios property currently included in the Global Gold Valdivia joint venture with members of the Quijano family. At December 31, 2009 accrued, but unpaid, interest was $516,258.
Pursuant to two short-term loan agreements dated April 14, 2009 for $32,000 and May 4, 2009 for $20,000 the Company borrowed a total of $52,000 from one of its directors, Nicholas J. Aynilian. The terms of both agreements include an annual rate of 10% with repayment on the sooner of: (1) demand after June 6, 2009; or (2) from the proceeds of any financing the Company receives. In addition, if the loans are not repaid by June 10, 2009, the lender will have the right, among other rights available, to convert the loan plus accrued interest to common shares of the Company at the price calculable and on the terms of the Global Gold Corporation 2006 Stock Incentive Plan. Accrued, but unpaid, interest as of December 31, 2009 was $3,609.
On April 16, 2009 and April 27, 2009, the Company’s Director and Treasurer, Drury Gallagher, made interest free loans of $3,000 and $1,000, respectively, to the Company which have not been repaid as of the date of this filing.
On May 13, 2009, pursuant to a loan agreement, the Company borrowed $550,000 from two of its directors Ian Hague ($500,000) and Nicholas J. Aynilian ($50,000). The terms of the agreement include an annual rate of 10% with repayment on the sooner of: (1) demand after June 1, 2009; (2) from the proceeds of any financing the Company; or (3) from the proceeds of the sale of an interest in any Company property. In addition, if the loans are not repaid by June 10, 2009, the lenders will have the right, among other rights available, to convert the loans plus accrued interest to common shares of the Company at the price calculable and on the terms of the Global Gold Corporation 2006 Stock Incentive Plan. The lenders also have the right until the loans are repaid at any time to convert the terms of the loans to the terms provided to any third party investor or lender financing the Company. Accrued, but unpaid, interest as of December 30, 2009 was $34,959.
On August 27, 2009 and September 10, 2009, the Company’s Director and Treasurer, Drury Gallagher, made interest free loans of $20,000 and $1,500, respectively, to the Company which have not been repaid as of the date of this filing.
On September 14, 2009, pursuant to a loan agreement, the Company borrowed an additional $50,000 Ian Hague. The terms of the agreement include an annual rate of 10% with repayment on the sooner of: (1) demand after November 1, 2009; (2) from the proceeds of any financing the Company; or (3) from the proceeds of the sale of an interest in any Company property. In addition, if the loan is not repaid by December 1, 2009, the lender has the right, among other rights available, to convert the loan plus accrued interest to common shares of the Company at the price calculable and on the terms of the Global Gold Corporation 2006 Stock Incentive Plan. The lender has the right until this and any other loans from him are repaid at any time to convert the terms of all or a portion of this or other loans made to the terms provided to any third party investor or lender financing the Company. Accrued, but unpaid, interest as of December 31, 2009 was $1,479.
On October 29, 2009, pursuant to a loan agreement, the Company borrowed an additional $60,000 from Ian Hague. The terms of the agreement include an annual rate of 10% with repayment on the sooner of: (1) demand after December 1, 2009; (2) from the proceeds of any financing the Company; or (3) from the proceeds of the sale of an interest in any Company property. In addition, if the loan is not repaid by December 31, 2009, the lender has the right, among other rights available, to convert the loan plus accrued interest to common shares of the Company at the price calculable and on the terms of the Global Gold Corporation 2006 Stock Incentive Plan. The lender has the right until this and any other loans from him are repaid at any time to convert the terms of all or a portion of this or other loans made to the terms provided to any third party investor or lender financing the Company. Accrued, but unpaid, interest as of December 31, 2009 was $1,036.
On November 12, 2009, pursuant to a loan agreement, the Company borrowed an additional $10,000 from Ian Hague. The terms of the agreement include an annual rate of 10% with repayment on the sooner of: (1) demand after January 1, 2010; (2) from the proceeds of any financing the Company; or (3) from the proceeds of the sale of an interest in any Company property. In addition, if the loan is not repaid by December 31, 2009, the lender has the right, among other rights available, to convert the loan plus accrued interest to common shares of the Company at the price calculable and on the terms of the Global Gold Corporation 2006 Stock Incentive Plan. The lender has the right until this and any other loans from him are repaid at any time to convert the terms of all or a portion of this or other loans made to the terms provided to any third party investor or lender financing the Company. Accrued, but unpaid, interest as of December 31, 2009 was $107.
On December 10, 2009, the Company’s Director and Treasurer, Drury Gallagher, made an interest free loan of $2,000 to the Company which has not been repaid as of the date of this filing.
On December 28, 2009, pursuant to a loan agreement, the Company borrowed $110,000 from Ian Hague. The terms of the agreement include an annual rate of 10% with repayment on the sooner of: (1) demand after February 1, 2010; (2) from the proceeds of any financing the Company; or (3) from the proceeds of the sale of an interest in any Company property. In addition, if the loan is not repaid by January 31, 2010, the lender has the right, among other rights available, to convert the loan plus accrued interest to common shares of the Company at the price calculable and on the terms of the Global Gold Corporation 2006 Stock Incentive Plan. The lender has the right until this and any other loans from him are repaid at any time to convert the terms of all or a portion of this or other loans made to the terms provided to any third party investor or lender financing the Company. Accrued, but unpaid, interest as of December 31, 2009 was $90.
As of December 31, 2009, the Company owes Drury Gallagher, the Company’s Director and Treasurer, approximately $13,350 for expense reimbursement which bears no interest.
As of December 31, 2009, the Company owes unpaid wages of approximately $399,195 to management. The Company is accruing interest at an annual rate of 9% on the net of taxes wages owed to management.
None of the following persons has been indebted to Global Gold or its subsidiaries at any time since the beginning of 2008: any of our directors or executive officers; any nominee for election as a director; any member of the immediate family of any of our directors, executive officers or nominees for director; any corporation or organization of which any of our directors, executive officers or nominees is an executive officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities (except trade debt entered into in the ordinary course of business); and any trust or other estate in which any of the directors, executive officers or nominees for director has a substantial beneficial interest or for which such person serves as a trustee or in a similar capacity.
We do not believe that in any material circumstance either Global Gold or another corporation or organization is a sole-source supplier to the other with regard to the any good or service. We also do not believe that in any case the director, executive officer, or nominee for director receives any compensation from another corporation or organization that is directly linked to the revenue or profits of the Global Gold-related business.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
In accordance with the Audit Committee Charter, the Audit Committee has selected appointed Sherb & Co., LLP as our independent auditors for the year ending December 31, 2010, the Board of Directors has concurred in an advisory capacity with the selection, and the selection is now being submitted to the stockholders at the annual meeting for their ratification or rejection. If the stockholders do not ratify the selection of Sherb & Co., LLP as the independent auditors, the Audit Committee will reconsider whether to engage Sherb & Co., LLP, but may ultimately determine to engage that firm or another audit firm without re-submitting the matter to stockholders. Even if the stockholders ratify the selection of Sherb & Co., LLP, the Audit Committee may in its sole discretion terminate the engagement of Sherb & Co., LLP and direct the appointment of another independent auditor at any time during the year, although it has no current intention to do so.
The following table sets forth the fees that we paid or accrued for the audit and other services provided by Sherb & Co., LLP
| Sherb & Co., LLP |
| 2008 | 2009 |
Audit Fees | $86,000 | $82,500 |
Audit-Related Fees | — | — |
Tax Fees | — | — |
All Other Fees | — | — |
Total | $86,000 | $82,500 |
Audit Fees. This category includes the audit of our annual financial statements, reviews of financial statements included in our Quarterly Reports on Form 10-Q, and services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements for the listed fiscal years. This category also includes fees for advice on accounting matters that arose during, or as a result of, the annual audit or the reviews of interim financial statements.
Audit-Related Fees. This category consists of assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees." The services for the fees disclosed under this category include benefit plan audits, other accounting consulting, vendor compliance audits, royalty audits and due diligence services rendered in connection with acquisitions.
Tax Fees. This category consists of professional services primarily in connection with strategic planning with respect to possible acquisitions.
All Other Fees. This category consists of fees for subscriptions and other miscellaneous items .
Pre-Approval Policies and Procedures. In accordance with the Audit Committee Charter, the Audit Committee reviews and approves in advance on a case-by-case basis each engagement (including the fees and terms thereof) by us of accountants who will perform permissible non-audit services or audit, review or attest services for the Company. The Audit Committee is authorized to establish detailed pre-approval policies and procedures for pre-approval of such engagements without a meeting of the Audit Committee, but the Audit Committee has not established any such pre-approval procedures at this time.
All audit fees, audit-related fees, tax fees and all other fees of our principal accountant for 2009 and 2008 were pre-approved by the Audit Committee in accordance with the Audit Committee Charter and its policy on permissible non-audit service or audit, review or attest services for the Company to be provided by its independent auditors, and no such approval was given through a waiver of such policy for the de minimus amounts or under any of the other circumstances as prescribed by the Exchange Act.
Representatives of Sherb & Co., LLP are expected to be present at the Annual Meeting.
The Board of Directors hereby requests that the stockholders ratify the appointment of Sherb & Co., as the independent auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF SHERB & CO., LLP AS INDEPENDENT AUDITORS
CODE OF BUSINESS CONDUCT AND ETHICS
On April 4, 2005, the Board of Directors adopted a Code of Ethics (the "Code of Ethics") as required by the SEC rules, which applies to all of our directors, executive officers and employees. The Code of Ethics sets forth our commitment to conduct our business in accordance with the highest standards of business ethics and to promote the highest standards of honesty and ethical conduct by our directors, executive officers and employees. A copy of the Code of Ethics is available on the Company’s website at www.globalgoldcorp.com.
SOLICITATION OF PROXIES
The cost of solicitation of proxies in the form enclosed herewith will be paid by Global Gold. We expect to pay fees and expenses in the amount of $4,500 to American Registrar & Transfer Company and Broadridge Financial Solutions for services in connection with the solicitation of proxies. In addition to the solicitation of proxies by mail, our directors, officers and employees may also solicit proxies personally or by telephone without additional compensation for such activities. We will also request persons, firms and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to send proxy materials to and obtain proxies from such beneficial owners. We will reimburse such holders for their reasonable expenses.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2011
For stockholder proposals to be included in the Company’s proxy materials relating to the Annual Meeting of Stockholders to be held in 2011, all applicable requirements of Rule 14a-8 promulgated under the Exchange Act must be satisfied. Stockholder who wish to recommend individuals for consideration to become nominees for election to the Board of Directors must include sufficient biographical information concerning the recommended individual, including age; five-year employment history with job titles, responsibilities, employer names and a description of the employer's business; whether such individual can read and understand basic financial statements; and board memberships (if any). Each submission must be accompanied by contact information for two business references and a signed, written consent of the individual to stand for election if nominated by the Board of Directors and to serve if elected by the stockholders. Submissions by stockholders must be received by the Secretary of the Company at: Global Gold Corporation, 45 East Putnam Avenue, Suite 118, Greenwich, Connecticut 06830, Attn: Drury Gallagher, Secretary no later than December 26, 2010.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Our Board of Directors believes that it is important to offer stockholders the opportunity to communicate with our directors. Stockholders who wish to communicate with the Board may do so by sending written communications addressed to the Board of Directors, Global Gold Corporation, 45 East Putnam Avenue, Suite 118, Greenwich, Connecticut 06830. The name of any intended recipient should be noted in the communication. The Board of Directors has instructed the Secretary, or other employee designated by the Secretary, to forward correspondence to the intended recipients; however, the Board of Directors has also instructed the Secretary, or such employee designated by the Secretary, to review such correspondence and, in his discretion, not to forward items that are deemed commercial, frivolous or otherwise inappropriate for consideration by the Board of Directors. In such cases, correspondence may be forwarded elsewhere for review and possible response.