UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
CIRALIGHT GLOBAL, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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CIRALIGHT GLOBAL, INC.
670 E. PARKRIDGE
SUITE 112
CORONA, CALIFORNIA 92879
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 27, 2013
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of Ciralight Global, Inc. ("Company")
will be held at SA Recycling, 2411 North Glassell Avenue, Orange, CA 92865, on
Friday, September 27, at 9:30, a.m., Pacific Daylight Time, for the following
purposes:
1. The election of six (6) directors, Terry S. Adams, Jeffrey S. Brain,
Larry Eisenberg, Frederick Feck, Richard Katz and William ("Smokey")
Robinson Jr., for the ensuing year; and
2. To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
The board of directors has fixed the close of business on August 30, 2013,
as the record date ("Record Date") for the determination of shareholders who are
entitled to notice of and to vote at the meeting and any adjournment thereof.
We have enclosed the 2012 Annual Report on Form 10-K, including financial
statements, the Proxy Statement and a Proxy Card with this Notice of Annual
Meeting.
Attendance at the Annual Meeting will be limited to shareholders of the
Company. Shareholders will be required to furnish proof of ownership of the
Company's common stock before being admitted to the meeting. Shareholders
holding shares in the name of a broker or other nominee are requested to bring a
statement from the broker or nominee confirming their ownership in the Company's
stock. Directions to the meeting's location accompany the Proxy Statement.
Whether or not you expect to attend in person, we urge you to sign, date
and return the enclosed Proxy at your earliest convenience. You may mail, fax or
scan and email your proxy to us. Our fax number is (877) 520-5995. You can email
us at info@ciralight.com. This will ensure the presence of a quorum and your
representation at the meeting. PROMPTLY SIGNING, DATING AND RETURNING THE PROXY
WILL SAVE THE COMPANY THE EXPENSE AND EXTRA WORK OF ADDITIONAL SOLICITATION.
Sending in your Proxy will not prevent you from voting your stock at the meeting
if you desire to do so, as your proxy is revocable at your option.
By Order of the Board of Directors,
Date: September 4, 2013 /s/ Jeffrey S. Brain
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Jeffrey S. Brain, President
CIRALIGHT GLOBAL, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
PROCEDURAL MATTERS
GENERAL
The enclosed Proxy Statement, which was first mailed to shareholders on or
about September 5, 2013, is furnished in connection with the solicitation of
proxies by the Board of Directors of Ciralight Global, Inc. ("Company") to be
voted at the Annual Meeting of Shareholders of the Company to be held on Friday,
September 27, 2013, at 9:30 a.m. Pacific Daylight Time, at SA Recycling, 2411
North Glassell Avenue, Orange, CA 92865, for purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. When proxies are properly
dated, executed and returned, the shares they represent will be voted at the
meeting in accordance with the instructions of the shareholder. If no specific
instructions are given, the shares will be voted "FOR" the election of the
nominees for directors set forth herein, "FOR" the proposals set forth herein
and, at the discretion of the proxy holders, upon such other business as may
properly come before the meeting.
RECORD DATE AND VOTING SECURITIES
Shareholders of record at the close of business on August 30, 2013 ("Record
Date") will be entitled to vote at the meeting on the basis of one (1) vote for
each share of Common Stock held. Mr. George Adams, Sr., the holder of 1,000,000
shares of our Series A Preferred Stock ("Preferred Stock") will be entitled to
vote his Preferred Stock's super-voting rights for the election of the Directors
together with his Common Stock voting rights for a total of 51% of all castable
votes on the election of our Directors. Mr. Adams does not have super-voting
rights on any other matter that may come up for a vote at the Annual Meeting. On
August 30, 2013, there were 15,493,479 shares of the Common Stock outstanding,
held of record by approximately 177 shareholders, and 1,000,000 shares of
Preferred Stock, held of record by Mr. George S. Adams.
REVOCABILITY OF PROXIES
Shareholders who execute proxies retain the right to revoke them at any
time prior to the exercise of the powers conferred thereby, by delivering a
signed statement to the Secretary of the Company at or prior to the meeting or
by executing another proxy dated as of a later date.
SOLICITATION
The cost of solicitation will be borne by the Company. In addition, the
Company may reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding solicitation materials to such
beneficial owners. The Company's directors, officers and employees, without
additional compensation, may solicit proxies personally or by telephone,
facsimile or telegram. Although the exact cost of preparation, mailing and
holding of the meeting is not known at this time, it is anticipated that the
cost will be approximately $5,000.00.
VOTING RIGHTS
Under the Nevada Revised Business Corporation Act, the Company's Articles
of Incorporation, and its Bylaws, the holders of Common Stock shall be entitled
to one vote for each share of Company's Common Stock held at the Record Date for
all matters, including the election of directors. The holder of our Series A
Preferred Stock has "super-voting" rights exercisable for the election of
Directors. The required quorum for the transaction of business at the Annual
Meeting is a majority of the votes eligible to be cast by holders of shares of
Common Stock and Preferred Stock issued and outstanding on the Record Date.
Shares that are voted "FOR," "AGAINST," "WITHHELD," OR "ABSTAIN" are treated as
being present at the Annual Meeting for the purposes of establishing a quorum
and are also treated as shares entitled to vote at the Annual Meeting ("Votes
Cast") with respect to such matters. Abstentions will not be counted as a vote
"FOR" or "AGAINST" a proposal.
Broker non-votes will be counted for the purpose of determining the
presence or absence of a quorum for the transaction of business, but such
non-votes will not be counted for the purposes of determining the number of
Votes Cast with respect to the particular proposal on which a broker has
expressly not voted. Thus, a broker non-vote will not affect the outcome of the
voting on a proposal. Except with respect to elections of directors, any
shareholder entitled to vote may vote part of his or her shares in favor of a
proposal and refrain from voting the remaining shares or vote them against the
proposal. If a shareholder fails to specify the number of shares he or she is
affirmatively voting, it will be conclusively presumed that the shareholder's
approving vote is cast with respect to all shares the shareholder is entitled to
vote.
VOTING PROXIES
The shares of Common Stock and Preferred Stock represented by all properly
executed proxies received in time for the meeting will be voted in accordance
with the directions given by the shareholders. If no specification is made, the
shares will be voted "FOR" the nominees named herein as directors and "FOR" all
other proposals.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
The following tables set forth the ownership of our common stock and
preferred stock by (a) each person known by us to be the beneficial owner of
more than 5% of our outstanding common stock and preferred stock; and (b) by all
of named officers and our directors and by all of our named executive officers
and directors as a group. To the best of our knowledge, the persons named have
sole voting and investment power with respect to such shares and are beneficial
owners of the shares indicated in the tables, except as otherwise noted by
footnote.
The information presented below regarding beneficial ownership of our
voting securities has been presented in accordance with the rules of the U.S.
Securities and Exchange Commission and is not necessarily indicative of
ownership for any other purpose. Under these rules, a person is deemed to be a
"beneficial owner" of a security if that person has or shares the power to vote
or direct the voting of the security or the power to dispose or direct the
disposition of the security. A person is deemed to own beneficially any security
as to which such person has the right to acquire sole or shared voting or
investment power within 60 days through the conversion or exercise of any
convertible security, warrant, option or other right. More than one person may
be deemed to be a beneficial owner of the same securities. The percentage of
beneficial ownership by any person as of a particular date is calculated by
dividing the number of shares beneficially owned by such person, which includes
the number of shares as to which such person has the right to acquire voting or
investment power within 60 days, by the sum of the number of shares outstanding
as of such date plus the number of shares as to which such person has the right
to acquire voting or investment power within 60 days. Consequently, the
denominator used for calculating such percentage may be different for each
beneficial owner. Except as otherwise indicated below, we believe that the
beneficial owners of our common stock listed below have sole voting and
investment power with respect to the shares shown.
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(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS:
BENEFICIAL OWNERSHIP OF 5% OR MORE OF OUR COMMON STOCK
Title Name and Address of Amount and Nature of Percent
of Class Beneficial Owner Beneficial Ownership of Class
-------- ---------------- -------------------- --------
Common Stock George Adams, Sr. 4,823,224 (1) 31.13%
3200 E. Frontera Street
Anaheim, California 92806
Common Stock Jeffrey S. Brain 1,376,663 (2) 8.90%
670 E. Parkridge, Suite 112
Corona, California 92879
Common Stock Frederick Feck 902,002 (3) 5.82%
670 E. Parkridge, Suite 112
Corona, California 92879
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(1) In addition to the 4,823,224 shares owned of record and beneficially by Mr.
Adams, Mr. Adams owns 1,000,000 shares of Series A Preferred Stock. The
combination of common stock and the voting rights for the Series A
Preferred Stock result in Mr. Adams having the right to cast 51% of all
votes in the election of our Directors.
(2) Includes 934,745 shares registered in the name of Bayport Holding Company,
LLC, Jeffrey S. Brain's 100% owned, personal holding company. Mr. Brain is
the indirect beneficial owner of, and has sole dispositive and voting power
over, these shares, plus 250 shares in the name of Jeffrey S. Brain. Of
these shares, 934,955 of these shares represent common stock issued and
options to purchase 441,668 shares of common stock that are exercisable
within the next 60 days.
(3) Includes 593,334 shares of common stock plus options to purchase 266,668
shares of common stock that are exercisable within the next 60 days.
BENEFICIAL OWNERSHIP OF 5% OR MORE OF OUR SERIES A PREFERRED STOCK
Title Name and Address of Amount and Nature of Percent
of Class Beneficial Owner Beneficial Ownership of Class
-------- ---------------- -------------------- --------
Series A George Adams, Sr. 5,000,000 (1) 100.00%
Preferred 3200 E. Frontera Street
Stock Anaheim, California 92806
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(1) In addition to the 1,000,000 shares of Series A Preferred Stock owned of
record and beneficially by Mr. Adams, Mr. Adams owns 4,823,224 shares of
common stock. The combination of common stock and the voting rights for the
Series A Preferred Stock result in Mr. Adams having the right to cast 51%
of all votes in the election of our directors.
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(B) SECURITY OWNERSHIP OF MANAGEMENT:
Title Name of Amount and Nature of Percent
of Class Beneficial Owner Beneficial Ownership of Class
-------- ---------------- -------------------- --------
Common Stock Terry S. Adams 680,700 (1) 4.39%
Common Stock Jeffrey S. Brain 1,376,663 (2) 8.90%
Common Stock Larry Eisenberg 66,668 (3) .43%
Common Stock Frederick Feck 902,002 (4) 5.82%
Common Stock Richard Katz 66,668 (5) .43%
Common Stock William ("Smokey") Robinson Jr.
137,002 (6) .88%
Common Stock All officers and directors
as a group (5 persons) 3,229,703 20.85%
----------
(1) Includes 447,366 shares of common stock and options to purchase 233,334
shares of common stock that are exercisable within the next 60 days.
(2) Includes 934,745 shares registered in the name of Bayport Holding Company,
LLC, Jeffrey S. Brain's 100% owned, personal holding company. Mr. Brain is
the indirect beneficial owner of, and has sole dispositive and voting power
over, these shares. Of these shares, 934,995 shares represent common stock
issued and options to purchase 441,668 shares of common stock that are
exercisable within the next 60 days.
(3) Includes 33,334 shares of common stock and options to purchase 33,334
shares of common stock that are exercisable within the next 60 days.
(4) Includes 593,334 shares of common stock plus options to purchase 266,668
shares of common stock that are exercisable within the next 60 days.
(5) Includes 33,334 shares of common stock and options to purchase 33,334
shares of common stock that are exercisable within the next 60 days.
(6) Includes 97,668 shares of common stock held in the name of Mr. Robinson and
6,000 shares held in the name of Mr. Robinson's wife plus options to
purchase 33,334 shares of common stock that are exercisable within the next
60 days.
(C) CHANGES IN CONTROL:
We are not aware of any arrangements, including any pledge by any person of
our securities, the operation of which may at a subsequent date result in a
change in control of the Company.
SECTION 16(a) COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than ten percent of the
Company's Common Stock, to file initial reports of beneficial ownership on Form
3, changes in beneficial ownership on Form 4 and an annual statement of
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beneficial ownership on Form 5, with the SEC. Such executive officers, directors
and greater than ten percent shareholders are required by SEC rules to furnish
the Company with copies of all such forms that they have filed.
Based on our review of the copies of such form filed with the SEC
electronically, received by the Company and representations from certain
reporting persons, the Company believes that for the fiscal year ended December
31, 2012, and up through the quarterly period ending June 30, 2013, all the
officers, directors and more than 10% beneficial owners have filed all reports
required under the above described filing requirements.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our executive officers are elected by the board of directors and serve at
the discretion of the board. All of the current directors serve until the next
annual shareholders' meeting or until their successors have been duly elected
and qualified. The following table sets forth certain information regarding our
current directors and executive officers:
Name Age Position Director Since
---- --- -------- --------------
Terry S. Adams 52 Chairman of the Board and Director April 2012
Jeffrey S. Brain 52 President, Chief Executive Officer, April 2009
Chief Operating Officer, Treasurer
and Director
Larry Eisenberg 60 Director April 2012
Frederick Feck 81 Corporate Secretary and Director April 2009
Richard Katz 61 Director April 2012
William ("Smokey") Robinson Jr. 72 Director May 2012
Certain biographical information of our directors and officers is set forth
below.
TERRY SCOT ADAMS, CHAIRMAN OF THE BOARD AND DIRECTOR
Terry S. Adams is a Director and Executive Vice President of SA Recycling.
Originally started by Terry's Father in 1973, as a small junk yard with a
handful of employees, SA Recycling currently operates over 50 facilities in
California, Arizona, Nevada and Mexico. The list of facilities includes two deep
water ports and four automobile shredding plants. SA Recycling has approximately
1,500 employees and will process and recycle more than three million tons of
steel this year, accounting for almost 10% of all scrap metal exported from the
U.S. Mr. Adams has worked for SA Recycling for the past 30 years.
Mr. Adams' many roles in the SA Recycling have included: shredder operator,
design engineer, plant manager, regulatory compliance officer, and in his
current capacity he is involved in acquisitions and strategic planning.
Over the past thirty years Mr. Adams has developed an extensive background
and expertise in the recycling, processing, shredding, and management of all
types of metals and waste streams, including hazardous, reactive, and
radioactive materials. In 1993, Mr. Adams helped form the first lithium
recycling company and was the chief design engineer for the world's first
lithium battery recycling plant located in Trail, British Columbia. That
company, Toxco, Inc. has grown into one of the largest battery recyclers in the
U.S. and is currently building a new Department of Energy sponsored facility at
one of its plants in Ohio. This plant will be the first dedicated electric
vehicle battery recycling operation in the U.S. Mr. Adams served as President of
Toxco, Inc. from 1999 to 2011, and is currently Chairman of the Board of Toxco,
Inc.
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Mr. Adams is also on the Board of Directors of the following non-profit
organizations: Foundation Board Children's Hospital Orange County (CHOC),
Executive Board member Orange County Council, Boy Scouts of America, and USC
Viterbi (Engineering) Board of Councilors.
Mr. Adams holds a Bachelor of Science in Mechanical Engineering from USC
(1981) and a Masters in Business Administration from Cal State Fullerton (1985)
Mr. Adams has been married to his wife Leslie for 25 years and has son and
a daughter.
JEFFREY BRAIN, PRESIDENT, CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER AND A
DIRECTOR
Since March 15, 2009, until the present time, Jeff has been involved in the
formation and operation of the Company and currently serves us in the capacities
of President, Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer and as a director. Jeff is a successful entrepreneur, recognized civic
leader and government strategist. Jeff served as Chief Operating Officer of the
Smokey Robinson Food Company from October 2003 until November 2008. Jeff took
the company from startup to national distribution in just 18 months. Prior to
joining Smokey Robinson Food Company, Jeff was the Founder and President of
Valley Vote, Inc., one of the largest government reform organizations in U.S.
history. Jeff presided over a Board of Directors of 100 of Los Angeles' top
community and business leaders, directed 2,000 volunteers and a team of
professional consultants and attorneys.
As President of Valley Vote, Inc., Jeff was responsible for preparing a
$1.1 billion dollar budget and a public service plan to provide police, fire,
transportation, parks, utilities, etc. for a city that would be the sixth
largest city in the U.S. He also managed all the business functions, including
media relations, public speaking, community outreach, budgeting, government
structure and public service planning, message development, legislative
development and he oversaw the day-to-day administrative staff and operations.
Prior to forming Valley Vote, Jeff founded Jeff Brain's Real Estate
Network, a full service real-estate brokerage and consulting firm based in Los
Angeles. Before launching his entrepreneurial ventures, Jeff held the position
of Assistant Vice President at Eastern Pacific, a real estate development
company. In this role, Jeff was responsible for analyzing, budgeting and
syndicating multi-million dollar real estate development projects and managed
the Accounting Department. Jeff also served as the Director of Acquisition and
Finance at Triangle Investments, Inc., where he was responsible for real estate
acquisitions, project analysis, syndications and management.
Jeff has a Bachelor of Science degree in Finance as well as a Bachelor of
Science Degree in Accounting, both from the California State University of
Northridge.
LARRY EISENBERG, DIRECTOR
Since March 2011, Larry Eisenberg is Principal of Sustainable Strategies
Today. Sustainable Strategies Today helps clients across the nation implement
sustainable design and renewable energy solutions, working as a strategic
advisor and owner's representative.
From August 2003 until March 2011, Mr. Eisenberg served as the Executive
Director of Facilities Planning and Development for the Los Angeles Community
College District, the largest community college district in the nation. Serving
more than 36 cities in Los Angeles County and covering nearly 900 square miles,
the nine colleges of the LACCD have been educating and training the region's
diverse workforce since 1969.
As the Executive Director, Mr. Eisenberg oversaw all planning, facilities
development, maintenance and real estate activities at the District. Mr.
Eisenberg directed the District's award -winning $6 billion Sustainable Building
Program, one of the nation `s largest "green" construction and renewable energy
efforts. The program was established to modernize the LACCD's nine colleges,
focusing on sustainability by embracing nationally recognized environmental
standards and guidelines. By the time the construction and renewable energy
efforts are complete, the District is expected to have 85 new buildings that
meet the U.S. Green Building Council's LEED (Leadership in Energy and
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Environmental Design) standards with nearly 20 of them being certified as LEED
Platinum. In addition, a significant share of the District's energy requirements
will be met with renewable energy.
Mr. Eisenberg has extensive experience with major construction projects and
is an expert on sustainable building practices. He has published numerous
articles on a variety of construction -related topics and on innovative
public/private partnerships in building projects. Mr. Eisenberg is a sought
after speaker, regularly serving as a keynote speaker at meetings and
conferences around the country on topics of sustainable design, renewable
energy, and building construction practices.
Mr. Eisenberg serves on the sustainability advisory committee for several
national organizations, including the American College and University Presidents
Climate Commitment, the Association for the Advancement of Sustainability in
Higher Education, and the National Association of College and University Budget
Officers.
Mr. Eisenberg received a bachelor's degree in urban studies from the
Massachusetts Institute of Technology and a master's degree in public affairs
from the LBJ School of Public Affairs at the University of Texas at Austin. He
was born and raised in California's San Fernando Valley and attended North
Hollywood High School. Mr. Eisenberg is married and has one son.
FREDERICK FECK, CORPORATE SECRETARY AND A DIRECTOR
Mr. Feck is a Director of the Company and our Corporate Secretary. Mr. Feck
has been in the real estate development and construction industry from 1960
until the present time. Mr. Feck developed the first true condominium with Fee
Title to cubical air space in California. After the passage of the Medicare bill
in late 1965, Mr. Feck entered the health care field syndicating and developing
convalescent hospitals. Mr. Feck acted as a general partner in the syndication
of a 204 bed convalescent hospital known as The Rio Hondo Convalescent Hospital
in Montebello, California. In 1970, Mr. Feck co-founded Environmental
Communities, Inc., to manufacture mobile and modular homes from a facility in
Corona, California. Mr. Feck sold his interest in 1972 and moved to San Diego
County. Mr. Feck formed Calco West, Inc. and was engaged in the development and
construction of single family tract homes. Mr. Feck also formed Calco West
Realty, Inc. in 1976, a general real estate operation with six offices and a
Real Estate School in the North San Diego County area. The company was sold to
its employees in 1981. Mr. Feck then formed Calco West Financial Corporation in
1981 for the management of commercial and residential real estate, primarily his
own. Mr. Feck was also one of the original founders of the San Marcos National
Bank in 1981 and served on its Board of Directors for a period of 14 years. Mr.
Feck was born in Maine, attended the University of Maine for two years, moved to
California in 1950 and attended Northrop Aeronautical Institute in Los Angeles
from which he graduated in 1952 as an aeronautical engineer. He worked for
Northrop Aircraft Company on the N-69 Guided Missile Program for two years
before going into the service. Mr. Feck served as a pilot in the United States
Air Force for five years. Mr. Feck is licensed in California as a general
contractor and a real estate broker and also holds a commercial pilot's license.
RICHARD KATZ, DIRECTOR
Since January 1997, Richard Katz has been the owner of a successful public
policy and government relations firm based in Los Angeles, Richard Katz
Consulting, Inc. ("RKC"). RKC offers a wide variety of services, including
strategic advice, message development, negotiations/mediation and government
relations strategies. RKC brings a vast knowledge of all levels of government
and can guide clients through the maze of both bureaucratic and regulatory
concerns. In addition, they can develop, direct and implement a communications
strategy to specific stakeholders. Targeting interest groups and helping clients
gain entry into organizations, stakeholders and corporations through their vast
contacts and decades of relationships is their specialty.
Mr. Katz was California's lead negotiator for the landmark Colorado River
Agreement between the State of California, the Federal Government, four
California Water Agencies, and the six Colorado River Basin States, furthering
his expertise as a negotiator on issues of statewide significance. Mr. Katz had
already played a pivotal role in renegotiating $30 Billion worth of California's
Energy contracts and developing California's Transportation Blueprint for the
21st Century, which the voters approved as Proposition III in 1990.
7
Shortly after his election in June of 2005, Los Angeles Mayor Antonio
Villaraigosa appointed Mr. Katz to serve with him on the Governing Board of the
Metropolitan Transportation Authority. After the horrific Metrolink accident in
2008, the Mayor appointed Mr. Katz to the Metrolink Board, where he now serves
as Chair.
In January 2003, Governor Davis appointed Mr. Katz his Senior Advisor on
Energy and Water issues. In 2001, Mr. Katz was appointed to the State Water
Resources Control Board, confirmed by the Senate and served for six years,
occupying the water quality seat.
Mr. Katz was first elected to the California State Assembly in 1980 and
served continuously for 16 years. As Democratic Leader in 1995, Mr. Katz led the
Democratic Party back to majority status by winning 43 seats in the 1996
elections. California's term lirnits law prohibited Mr. Katz from seeking
re-election.
For 10 years, Mr. Katz served as Chair of the powerful Assembly
Transportation Committee. Katz authored Proposition 111, a 10-year
Transportation Blueprint passed by the voters. He created the Congestion
Management Plan, requiring cities and counties to measure and mitigate impacts
of land use decisions on their streets, highways and transit systems. Mr. Katz
also spearheaded numerous investigations of governmental waste.
In addition to serving as Chair of the Transportation Committee, Mr. Katz
worked in policy areas including education, environment, criminal justice and
consumer issues. Some of his accomplishments include laws he wrote dealing with
prison reform, groundwater protection, computer education, a $100 million school
bus replacement program, Mono Lake restoration and landmark water market
legislation.
Mr. Katz was Chair of Angelenos for Better Classrooms, which led the
successful 1997 campaign to pass a $2.4 billion L.A. school bond. Mr. Katz
currently serves on the Management Committee and Board of the Economic Alliance
of the San Fernando Valley and the Boards of Heal the Bay, ValIey Presbyterian
Hospital, The Children's Community School, Project Grad and the West Coast
Sports Medicine Foundation.
WILLIAM ("SMOKEY") ROBINSON JR., DIRECTOR
Smokey Robinson has had a 50 year career in music.
Once pronounced by Bob Dylan as America's "greatest living poet," acclaimed
singer-songwriter Smokey Robinson's career spans over 4 decades of hits. He has
received numerous awards including the Grammy Living Legend Award, NARAS
Lifetime Achievement Award, Honorary Doctorate (Howard University), Kennedy
Center Honors and the National Medal of Arts Award from the President of the
United States. He has also been inducted into the Rock `n' Roll Hall of Fame and
the Songwriters' Hall of Fame.
Born and raised in Detroit, Michigan, Robinson founded The Miracles while
still in high school. The group was Berry Gordy's first vocal group, and it was
at Robinson's suggestion that Gordy started the Motown Record dynasty. Their
single of Robinson's "Shop Around" became Motown's first #1 hit on the R&B
singles chart. In the years following, Robinson continued to pen hits for the
group including "You've Really Got a Hold on Me," "Ooo Baby Baby," "The Tracks
of My Tears," "Going to a Go-Go," "More Love," "Tears of a Clown" (co-written
with Stevie Wonder), and "I Second That Emotion."
The Miracles dominated the R&B scene throughout the 1960's and early 70's
and Robinson became Vice President of Motown Records serving as in-house
producer, talent scout and songwriter.
In addition to writing hits for the Miracles, Robinson wrote and produced
hits for other Motown greats including The Temptations, Mary Wells, Brenda
Holloway, Marvin Gaye and others. "The Way You Do the Things You Do," "My Girl,"
"Get Ready," "You Beat Me to the Punch," "Don't Mess with Bill," "Ain't That
Peculiar," and "My Guy" are just a few of his songwriting triumphs during those
years.
8
John Lennon of The Beatles made countless remarks regarding Robinson's
influence on his music. The Beatles had recorded Robinson and The Miracles'
"You've Really Got A Hold On Me" in 1963 and in 1982 another popular British
group, The Rolling Stones covered the Robinson and the Miracles' hit "Going To A
Go-Go."
He later turned to a solo career where he continued his tradition of
hitmaking with "Just to See Her," "Quiet Storm," "Cruisin'," and "Being with
You," among others.
He remained Vice President of Motown records until the sale of the company,
shaping the label's success with friend and mentor Berry Gordy. Following his
tenure at Motown, he continued his impressive touring career and released
several successful solo albums.
During the course of his 50-year career in music, Robinson has accumulated
more than 4,000 songs to his credit and continues to thrill sold-out audiences
around the world with his high tenor voice, impeccable timing, and profound
sense of lyric. Never resting on his laurels, Smokey Robinson remains a beloved
icon in our musical heritage.
COMMITTEES OF THE BOARD OF DIRECTORS
We do not currently have an audit committee or a compensation committee.
COMPENSATION OF DIRECTORS
Our directors do not receive any direct compensation for their service on
our board of directors. Any future director compensation will be determined by
our compensation committee, once it is chartered.
DIRECTORSHIPS
During the past five years, none of our directors or persons nominated or
chosen to become directors held any other directorship in any company with a
class of securities registered pursuant to Section 12 of the 1934 Act or subject
to the requirements of Section 15(d) of such Act or any other company registered
as an investment company under the Investment Company Act of 1940.
OTHER SIGNIFICANT EMPLOYEES
No other significant employees exist.
FAMILY RELATIONSHIPS
No family relationship exists between or among any of our officers and
directors. However, one of our Directors, Terry S. Adams, is the son of George
Adams, Sr., our largest shareholder, and another one of our Directors, Frederick
Feck, is the brother-in-law of George Adams, Sr.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Except as described below, during the past ten years, no present director,
executive officer or person nominated to become a director or an executive
officer of Ciralight:
(1) had a petition under the federal bankruptcy laws or any state
insolvency law filed by or against, or a receiver, fiscal agent or
similar officer appointed by a court for the business or property of
such person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any corporation
or business association of which he was an executive officer at or
within two years before the time of such filing;
(2) was convicted in a criminal proceeding or subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or
otherwise limiting his involvement in any of the following activities:
9
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the
Commodity Futures Trading Commission, or an associated person of
any of the foregoing, or as an investment adviser, underwriter,
broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and
loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with such
activity;
(ii) engaging in any type of business practice; or
(iii)engaging in any activity in connection with the purchase or sale
of any security or commodity or in connection with any violation
of federal or state securities laws or federal commodities laws;
or
(4) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of an federal or state authority
barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described in paragraph
(3) (i), above, or to be associated with persons engaged in any such
activity; or
(5) was found by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and for which the judgment has not been reversed,
suspended or vacated;
(6) was found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any Federal
commodities law, and the judgment in such civil action or finding by
the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated;
(7) was the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to any alleged violation of:
(i) Any Federal or State securities or commodities law or regulation;
or
(ii) Any law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease-and-desist order,
or removal or prohibition order; or
(iii)Any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or
(8) was the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15
U.S.C. 78c(a)(26)), and registered entity (as defined in Section
1(a)(29) of the Commodity Exchange Act (7 U.S.C.1(a)(29)), or any
equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a
member.
10
CODE OF BUSINESS CONDUCT AND ETHICS
On December 14, 2009, we adopted a Code of Business Conduct and Ethics
applicable to our officers, including our principal executive officer, principal
financial officer, principal accounting officer or controller and any other
persons performing similar functions. Our Code of Business Conduct and Ethics
was designed to deter wrongdoing and promote honest and ethical conduct, full,
fair and accurate disclosure, compliance with laws, prompt internal reporting
and accountability to adherence to our Code of Business Conduct and Ethics. Our
Code of Business Conduct and Ethics is posted on our website at
http://www.ciralightglobal.com. Our Code of Business Conduct and Ethics will be
provided free of charge by us to interested parties upon request. Requests
should be made in writing and directed to the Ciralight at the following
address: 670 E. Parkridge, Suite 112, Corona, California 92879
EXECUTIVE COMPENSATION
The following table sets forth the aggregate compensation paid by the
Company to our executive officers and directors of the Company for services
rendered during the periods indicated.
SUMMARY COMPENSATION TABLE
Name and
Principal Stock Option All Other
Position Year(1) Salary($) Bonus($) Awards($)(2) Awards($)(3) Compensation($) Total($)
-------- ------- --------- -------- ------------ ------------ --------------- --------
Terry S. 2012 $ 0 $ 0 $16,667 (3) $11,285 (3) $ 0 $ 27,952
Adams, 2011 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Chairman 2010 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Director
Jeffrey S. 2012 $144,000 $ 500 $16,667 (3) $22,487 (3) $27,926 (4) $211,580
Brain, 2011 $144,000 $ 0 $ 4,125 (5) $34,597 $31,560 (6) $214,282
CEO 2010 $139,000 $ 0 $ 0 $56,348 $41,634 (7) $236,982
Director
Frederick Feck, 2012 $ 0 $ 0 $16,667(3) $22,487(3) $36,000 (8) $ 75,154
Corporate 2011 $ 0 $ 0 $ 0 $34,597 $36,000 (8) $ 70,597
Secretary, 2010 $ 0 $ 0 $ 0 $32,199 $36,000 (8) $ 68,109
Director
Larry 2012 $ 0 $ 0 $16,667(3) $11,285 (3) $ 0 $27,952
Eisenberg, 2011 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Director 2010 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Richard 2012 $ 0 $ 0 $16,667(3) $11,285 (3) $ 0 $27,952
Katz, 2011 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Director 2010 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
William 2012 $ 0 $ 0 $33,334(3)(9) $11,285 (3) $ 0 $44,619
(Smokey) 2011 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Robinson Jr., 2010 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Director
11
----------
(1) The amounts listed in this column for 2010 reflect the fair value of
certain stock options granted to Messrs. Brain and Feck during 2010. On
December 30, 2010, the Company's Board of Directors approved and adopted
the Company's 2010 Employee and Consultant Stock Incentive Plan ("Plan")
and reserved a total of 800,000 shares of common stock for issuance
pursuant to the Plan. On December 30, 2010, the Board of Directors granted
a total of 605,000 options at an exercise price of $.425 per share,
exercisable over five years from the date of grant. 275,000 stock options
were granted to the Company's President, Jeffrey Brain, for achieving
certain milestones and for serving on the Board of Directors. 100,000 stock
options were granted to Frederick Feck, a Director of the Company, for
serving on the Board of Directors in 2010. The fair values were determined
in accordance with Financial Accounting Standards Codification Topic 718,
Share-Based Payments (FASB ASC 718).
(2) The amounts listed in this column for 2011 reflect the fair value of
certain stock options granted to Messrs. Brain and Feck in January 2012,
for services rendered during 2011. In January 2012, the Company's Board of
Directors approved and adopted the Company's 2012 Employee and Consultant
Stock Incentive Plan ("Plan") and reserved a total of 621,500 shares of
common stock for issuance pursuant to the Plan. In January 2012, the Board
of Directors granted a total of 200,000 options to members of our Board of
Directors at an exercise price of $.4675 per share, exercisable over five
years from the date of grant. 100,000 stock options were granted to the
Jeffrey S. Brain and 100,000 stock options were granted to Frederick Feck
for serving on the Board of Directors in 2011. The fair values were
determined in accordance with Financial Accounting Standards Codification
Topic 718, Share-Based Payments (FASB ASC 718).
(3) During 2012 the Directors of the Board received compensation in the form of
common stock and stock options for their service. The common stock and
stock options commenced on May 1, 2012 for all the Directors including
Terry Adams, Jeff Brain, Fred Feck, Larry Eisenberg, Richard Katz, and
William Robinson Jr. The Director receives 4,167 shares per month. Based on
the stock value this is $2,292 per month. Plus each Director receives 4,167
stock options with the right to buy the stock at $.4675 per share good for
5 years. Jeff Brain and Fred Feck received options for the period of
January 1, 2012 through April 30, 2012. During this period they were the
only Board Members. Vacancies on the Board were filled as of May 1, 2012.
The fair values were determined in accordance with Financial Accounting
Standards Codification Topic 718, Share-Based Payments (FASB ASC 718).
(4) Includes (i) $17,818 in health and dental insurance premiums paid by the
Company for Mr. Brain and his dependents; (ii) $9,108 as an automobile
allowance from the Company; and (iii) $1,000 is royalty payments assigned
to Mr. Brain by our majority shareholder, George Adams, Sr. See CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
(5) In January 2012, the Board of Directors granted 7,500 shares of restricted
common stock to Mr. Brain for services rendered in 2011 as our Chief
Executive Officer. The fair value of these shares was determined to be
$4,125 in accordance with Financial Accounting Standards Codification Topic
718, Share-Based Payments (FASB ASC 718).
(6) Includes (i) $20,542 in health and dental insurance premiums paid by the
Company for Mr. Brain and his dependents; (ii) $9,108 as an automobile
allowance from the Company; and (iii) $5,000 is royalty payments assigned
to Mr. Brain by our majority shareholder, George Adams, Sr., less $3,000 of
such royalty payments assigned by Mr. Brain to Jacqui Matsumoto, one of our
employees. See CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
(7) Includes (i) $14,256 in health insurance benefits paid by the Company for
Mr. Brain and his dependents; (ii) $1,518 as an automobile allowance from
the Company; and (iii) $25,860 is royalty payments assigned to Mr. Brain by
our majority shareholder, George Adams, Sr. See CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
12
(8) Represents rental payments to Mr. Feck in the amount of $3,000 per month
for the lease of our Corona, California warehouse facility from January 1,
2010 through December 31, 2012, on a verbal month to month lease.
(9) William Robinson Jr. also known as Smokey Robinson received common stock as
compensation for his marketing and promotion work on behalf of the company.
Mr. Robinson received 4,167 shares of common stock per month for his
services. This is estimated based on the stock value to be worth $2,292 per
month. The fair values were determined in accordance with Financial
Accounting Standards Codification Topic 718, Share-Based Payments (FASB ASC
718).
EMPLOYMENT CONTRACTS
We do not have any employment agreements with our employees or officers.
COMPENSATION DISCUSSION AND ANALYSIS
We have prepared the following Compensation Discussion and Analysis to
provide you with information that we believe is necessary to understand our
executive compensation policies and decisions as they relate to the compensation
of our named executive officers.
We have six members on our board of directors and do not currently have a
compensation committee. We intend to form and constitute a compensation
committee of our board of directors now that the Board has been expanded to six
members.
The primary objectives of the compensation committee with respect to
executive compensation will be to (i) attract and retain the best possible
executive talent available to us; (ii) motivate our executive officers to
enhance our growth and profitability and increase shareholder value; and (iii)
reward superior performance and contributions to the achievement of corporate
objectives.
The focus of our executive pay strategy will be to tie short-term and
long-term cash and equity incentives to the achievement of measurable corporate
and individual performance objectives or benchmarks and to align executive
compensation with the creation and enhancement of shareholder value. In order to
achieve these objectives, our compensation committee will be tasked with
developing and maintaining a transparent compensation plan that will tie a
substantial portion of our executives' overall compensation to our sales,
operational efficiencies and profitability.
Our board of directors has not set any performance objectives or benchmarks
for 2012, as it intends for those objectives and benchmarks to be determined by
the compensation committee once it is constituted and then approved by the
board. However, we anticipate that compensation benefits will include
competitive salaries, bonuses (cash and equity based), health insurance and
stock option plans.
When constituted, our compensation committee will meet at least quarterly
to assess the cost and effectiveness of each executive benefit and the
performance of our executive officers in light of our revenues, expenses and
profits.
SHARE-BASED COMPENSATION PLAN
On January 1, 2012, the Company's Board of Directors approved and adopted
the Company's 2012 Employee and Consultant Stock Incentive Plan ("Plan") and
reserved a total of 621,500 shares of common stock for issuance pursuant to the
Plan. The purpose of this Plan is to provide incentives to attract, retain and
motivate eligible persons whose present and potential contributions are
important to the success of the Company by offering them an opportunity to
participate in the Company's future performance through awards of Options,
Restricted Stock and Stock Bonuses.
13
PLAN INFORMATION
Number of Securities
Number of Securities to be Remaining Available for
Issued Upon Exercise of Weighted-Average Exercise Future Issuance Under
Outstanding Options, Price of Outstanding Options, Equity Compensation Plans
Warrants and Rights Warrants and Rights (excluding column (a))
Plan Category (a) (b) (c)
------------- ------------------- ------------------- -------------------------
Equity Compensation Plans -- -- --
Approved by Security
Holders
Equity Compensation Plans Not 1,419,568 $0.4659 0
Approved by Security Holders
Total 1,419,568 $0.4659 0
Stock options exercisable into an aggregate of 1,419,568 shares of the
Company's common stock were outstanding on August 31, 2013, of which 1,419,568
were vested as of August 31, 2013. Stock options exercisable into an aggregate
of 440,668 shares of the Company's common stock were granted and vested during
fiscal year 2012 for services performed during the 2012 fiscal year. The
Black-Scholes option-pricing model was used to estimate the option fair values,
in accordance with the provisions of Statement of Financial Accounting Standards
No. 148, "Accounting for Stock-Based Compensation -- Transition and Disclosure."
This option-pricing model requires a number of assumptions, of which the most
significant are, expected stock price volatility, the expected pre-vesting
forfeiture rate and the expected option term (the amount of time from the grant
date until the options are exercised or expire). Since the Company's stock does
not have an extended history of stock prices or volatility, expected volatility
and average contractual life variables were estimated utilizing a weighted
average of comparable published volatilities and contractual lives based on
industry comparables. Expected pre-vesting forfeitures were estimated based on
expected employee turnover. The fair value of options granted during the year
ended December 31, 2012, was estimated as of the grant date using the
Black-Scholes option pricing model with the following assumptions: a dividend
yield of zero percent, an expected volatility of between 70.1% and 71.0%, a
risk-free interest rate of 0.89% and a remaining contractual life of between 1.0
and 5.0 years. The fair value of options granted during the year ended December
31, 2012 was estimated as of the grant date using the Black-Scholes option
pricing model with the following assumptions: a dividend yield of zero percent,
an expected volatility of between 70.1% and 74.4%, a risk-free interest rate of
0.89% and a remaining contractual life of between 1.0 and 5.0 years.
AGGREGATE OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE
There have been no exercises of stock options or SARs by our directors or
executive officers.
LONG-TERM INCENTIVE PLAN AWARDS
There have been no long-term incentive plan awards made by the company.
REPRICING OPTIONS
We have not re-priced any stock options.
14
PROPOSAL 1.
ELECTION OF DIRECTORS
A board of six (6) directors is to be elected. All directors will hold
office until the next Annual Meeting of Shareholders or until their respective
successors are elected and qualified.
Each proxy executed and returned by a holder of shares of Common and
Preferred Stock will be voted in favor of the nominees to serve as directors
unless the shareholder indicates to the contrary on the Proxy. Although the
board of directors does not contemplate that any of the nominees hereinafter
named will be unavailable for election, in the event that any such nominee is
unable to serve, the proxies will be voted for the remaining nominees and for
such other person(s), if any, as the board may propose. Votes withheld will be
counted for the purpose of determining the presence or absence of a quorum for
the transaction of business at the meeting, but have no other legal effect upon
the election of directors.
DIRECTOR NOMINEES FOR ELECTION
Name of Nominee Age Position with Company
--------------- --- ---------------------
Terry S. Adams 52 Chairman of the Board, Director
Jeffrey S. Brain 52 President, Chief Executive Officer,
Director
Larry Eisenberg 60 Director
Frederick Feck 81 Director
Richard Katz 61 Director
William ("Smokey") Robinson Jr. 72 Director
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE ELECTION OF THE NOMINEES
TO THE BOARD OF DIRECTORS
"HOUSEHOLDING" OF PROXY MATERIALS
The Securities and Exchange Commission permits companies and intermediaries
such as brokers to satisfy the delivery requirements for proxy statements and
reports with respect to two or more shareholders sharing the same address by
delivering a single proxy statement or report, as applicable, addressed to those
shareholders. This process, which is commonly referred to as "householding"
potentially provides extra conveniences for shareholders and cost savings for
companies.
Although we do not intend to household for our shareholders of record, some
brokers household our proxy materials and reports, delivering a single copy of
proxy statement or report to multiple shareholders sharing an address unless
contrary instructions have been received from the affected shareholders. Once
you have received notice from your broker that it will be householding materials
to your address, householding will continue until you are notified otherwise or
until you revoke your consent. If, at any time, you no longer wish to
participate in householding and would prefer to receive a separate copy of proxy
statement or report, or if you are receiving multiple copies of either document
and wish to receive only one, please notify your broker. Shareholders who
currently receive multiple copies of the proxy statement at their address from
their brokers and would like to request "householding" of their communications
should contact their brokers.
15
WHERE YOU CAN FIND MORE INFORMATION
We file our reports, proxy statements and other information with the United
States Securities and Exchange Commission. The documents filed with the
Securities and Exchange Commission are available to the public from the United
States Securities and Exchange Commission's website at www.sec.gov. Additional
information regarding the Company and its business activities is available at
the Company's website located at www.nationalhealthpartners.com. A copy of our
Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which
has been filed with the SEC, including the financial statements, but without
exhibits, will be provided without charge to any shareholder or beneficial owner
of Common Stock upon written request to Ciralight Global, Inc. at the address on
the first page of this Proxy Statement to the attention of the President.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR THE 2014 ANNUAL MEETING
Any proposal intended to be presented for action at our 2014 Annual Meeting
pursuant to Rule 14a-8 under the Exchange Act must be received by our President
within a reasonable time before the solicitation of proxies for such meeting.
Such proposals should be submitted by certified mail, return receipt requested.
Nothing in this paragraph shall be deemed to require us to include any
shareholder proposal that does not meet all the requirements for such inclusion
established by the SEC in effect at that time and there is no guarantee that any
proposal submitted by a shareholder will be included in the proxy statement.
All shareholder proposals, notices and requests should be made in writing
and sent via registered, certified or express mail, to Ciralight Global, Inc.,
at the address on the first page of this Proxy Statement to the attention of the
President. With respect to business to be brought before our meeting of
shareholders to be held on June 8, 2012, we have received no notices from our
shareholders that we were required to be included in this proxy statement.
OTHER BUSINESS
The Company knows of no other matters to be submitted at this meeting. If
any other matters properly come before the meeting or any adjournment or
postponement thereof, it is the intention of the persons named in the enclosed
form of Proxy to vote the shares they represent as the Board of Directors may
recommend.
By Order of the Board of Directors
Date: September 4, 2013 /s/ Jeffrey S. Brain
-----------------------------------------------
Jeffrey S. Brain, President and Chief Executive
Officer
16
CIRALIGHT GLOBAL, INC.
2013 PROXY
The undersigned hereby appoints Jeffrey S. Brain and Terry S. Adams as
Proxies with the power to appoint their substitutes, and hereby authorizes them
to represent and to vote ALL of the shares of the Common Stock and/or Preferred
Stock of Ciralight Global, Inc., standing in the name of the undersigned at the
Annual Meeting of Shareholders to be held September 27, 2013, and upon such
other matters as may properly come before the meeting. Any prior proxy or voting
instructions are hereby revoked.
1. Nominees for Directors:
SHAREHOLDERS VOTE FOR THE SIX DIRECTORS DIRECTLY BELOW:
Terry S. Adams FOR __ AGAINST __ ABSTAIN __
Jeffrey S. Brain FOR __ AGAINST __ ABSTAIN __
Larry Eisenberg FOR __ AGAINST __ ABSTAIN __
Frederick Feck FOR __ AGAINST __ ABSTAIN __
Richard Katz FOR __ AGAINST __ ABSTAIN __
William ("Smokey") Robinson Jr. FOR __ AGAINST __ ABSTAIN __
PROXY/VOTING INSTRUCTIONS
ANNUAL MEETING OF SHAREHOLDERS SEPTEMBER 27, 2013
The shares represented by this proxy will be voted as directed by the
Shareholder. If no specification is made, the shares will be voted FOR ALL
proposals. When signing as attorney, executor, administrator, trustee or
guardian, give full title as such, and when stock has been issued in the names
of two or more persons, all should sign unless evidence of authority to sign on
behalf of the others is attached.
Dated:
------------------------------
------------------------------------ Number of Shares Represented by this Proxy
Signatures
------------------------------------
------------------------------------
Printed Name of Shareholder
Signatures
------------------------------------
------------------------------------
Printed Name of Shareholder
PLEASE RETURN ALL PROXIES TO: Ciralight Global, Inc. 670 E. Parkridge Suite 112
Corona, California 92879 Attention: President
YOU MAY FAX YOUR SIGNED AND DATED PROXY TO US AT (877) 520-5995.
YOU MAY ALSO SCAN AND EMAIL YOUR SIGNED AND DATED PROXY TO US AT:
info@ciralight.com