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Q. |
Why did I receive these proxy materials? | A. |
We are providing these proxy materials to you because our Board of Directors (the “Board”) is soliciting your proxy to vote at our Special Meeting. As a stockholder of record of the Company, you are invited to attend the Special Meeting and you are entitled and requested to vote on the proposals described in this Proxy Statement. This Proxy Statement also gives you information about the proposals to be voted upon at the Special Meeting, as well as other information, so that you can make an informed decision. |
Q. |
How do I vote? | A. |
If you hold your shares directly and not through a bank, broker or other nominee, you may vote your shares in four different ways, as follows: |
Q. |
Can I change my vote or revoke my proxy? | A. |
If your shares are registered directly in your name, you may revoke your proxy or change your vote at any time before the Special Meeting. To do so, you must do one of the following: |
Q. |
What is the Company’s Internet address? | A. |
The Company’s Internet address is www.sitomobile.com. You can access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 at this Internet address. The Company’s filings with the SEC are available free of charge via a link from this address. Unless |
Q. |
May I attend the Special Meeting? | A. |
Only holders of shares of our outstanding common stock and their proxy holders as of the Record Date may attend the Special Meeting. If you wish to attend the Special Meeting in person but you hold your shares through someone else, such as a broker, you must bring proof of your ownership and photo identification to the Special Meeting. For example, you could provide an account statement showing that you beneficially owned shares of common stock as of the Record Date as acceptable proof of ownership. You must also contact your broker and follow its instructions in order to vote your shares at the Special Meeting. If you hold your shares through a broker, you may not vote your shares at the Special Meeting unless you have first followed the procedures outlined by your broker. |
Q. |
Who can answer my questions? | A. |
If you have questions or require assistance in the voting of your shares, please call (212) 616-2180, the firm assisting us in the solicitation of proxies: |
Director
|
| |
Audit
Committee |
| |
Compensation
Committee |
| |
Governance and
Nominating Committee |
|
Michael Durden
|
| |
X
|
| |
Chair
|
| |
X
|
|
Itzhak Fisher
|
| | | | |
X
|
| |
Chair
|
|
Brent Rosenthal*
|
| |
Co-Chair
|
| | | | |
X
|
|
Steven Bornstein
|
| | | | |
X
|
| | | |
Karen Seminara Patton*
|
| |
Co-Chair
|
| | | | | | |
Name
|
| |
Fees earned or
paid in cash ($) |
| |
Stock
awards ($) |
| |
Option
awards ($)(7) |
| |
All other
compensation ($) |
| |
Total ($)(8)
|
| |||||||||||||||
Jerry Hug(1)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Jonathan E. Sandelman(6)
|
| | | | 31,750 | | | | | | 0 | | | | | | 35,040 | | | | | | 0 | | | | | | 66,790 | | |
Peter D. Holden(2)
|
| | | | 23,500 | | | | | | 0 | | | | | | 35,040 | | | | | | 0 | | | | | | 58,540 | | |
Betsy J. Bernard(6)
|
| | | | 47,750 | | | | | | 0 | | | | | | 52,560 | | | | | | 0 | | | | | | 100,310 | | |
Joseph A. Beatty(6)
|
| | | | 32,750 | | | | | | 0 | | | | | | 43,800 | | | | | | 0 | | | | | | 76,550 | | |
Richard O’Connell, Jr.(3)(6)
|
| | | | 32,750 | | | | | | 0 | | | | | | 43,800 | | | | | | 0 | | | | | | 76,550 | | |
Brent Rosenthal(4)
|
| | | | 16,500 | | | | | | 0 | | | | | | 59,800 | | | | | | 0 | | | | | | 76,300 | | |
Philip B. Livingston(5)
|
| | | | 7,500 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 7,500 | | |
Name
|
| |
Fees earned or
paid in cash ($) |
| |
Stock
awards ($) |
| |
Option
awards ($) |
| |
All other
compensation ($) |
| |
Total ($)
|
| |||||||||||||||
Jerry Hug
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Jonathan E. Sandelman
|
| | | | 8,000 | | | | | | 0 | | | | | | 7,756 | | | | | | 0 | | | | | | 15,756 | | |
Peter D. Holden
|
| | | | 7,750 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 7,750 | | |
Betsy J. Bernard
|
| | | | 8,500 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 8,500 | | |
Joseph A. Beatty
|
| | | | 8,500 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 8,500 | | |
Philip B. Livingston
|
| | | | 8,500 | | | | | | 0 | | | | | | 10,729 | | | | | | 0 | | | | | | 19,229 | | |
Name(1)
|
| |
Shares
|
| |
Percentage
|
| ||||||
Brent Rosenthal(2)(3)
|
| | | | 50,997 | | | | | | *% | | |
Thomas J. Pallack(2)(4)
|
| | | | 0 | | | | | | *% | | |
Michael Durden(2)(5)
|
| | | | 0 | | | | | | *% | | |
Itzhak Fisher(2)(5)
|
| | | | 100,000 | | | | | | *% | | |
Steven Bornstein(2)(6)
|
| | | | 0 | | | | | | *% | | |
Karen Seminara Patton(2)(6)
|
| | | | 0 | | | | | | *% | | |
Jerry Hug(2)(7)
|
| | | | ** | | | | | | *% | | |
Kurt Streams(2)(7)
|
| | | | ** | | | | | | *% | | |
Officers and Directors as a Group (10 persons)(1)(2)
|
| | |
|
320,893
|
| | | |
|
*%
|
| |
Nicole Braun(8)
|
| | | | 1,947,167 | | | | | | 8.9% | | |
Name
|
| |
Unvested
Restricted Stock Units |
| |
Unvested
Stock Options |
| ||||||
Brent Rosenthal
|
| | | | 35,919 | | | | | | — | | |
Thomas J. Pallack
|
| | | | 1,028,050 | | | | | | 400,000 | | |
Michael Durden
|
| | | | 22,988 | | | | | | — | | |
Itzhak Fisher
|
| | | | 22,988 | | | | | | — | | |
Steven Bornstein
|
| | | | 18,564 | | | | | | — | | |
Karen Seminara Patton
|
| | | | 18,564 | | | | | | — | | |
Jerry Hug
|
| | | | — | | | | | | — | | |
Kurt Streams
|
| | | | — | | | | | | — | | |
Officers and Directors as a Group (10 persons)
|
| | | | 1,823,477 | | | | | | 783,334 | | |
Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($) |
| |
Option
Awards ($) |
| |
Total
($) |
| |||||||||||||||
Jerry Hug
Chief Executive Officer(1) |
| |
Fiscal Year Ended
December 31, 2016 |
| | | | 305,139 | | | | | | 144,471(2) | | | | | | 0 | | | | | | 1,009,833(3) | | | | | | 1,459,443 | | |
| Fiscal Quarter Ended December 31, 2015 |
| | | | 72,917 | | | | | | 48,157(2) | | | | | | 0 | | | | | | 247,940(4) | | | | | | 369,014 | | | ||
| Fiscal Year Ended September 30, 2015 |
| | | | 250,000 | | | | | | 105,144 | | | | | | 0 | | | | | | 118,735(5) | | | | | | 473,879 | | | ||
Kurt Streams
Chief Financial Officer & Chief Operating Officer(6) |
| |
Fiscal Year Ended
December 31, 2016 |
| | | | 239,514 | | | | | | 86,683(7) | | | | | | 0 | | | | | | 275,538(3) | | | | | | 601,735 | | |
| Fiscal Quarter Ended December 31, 2015 |
| | | | 63,542 | | | | | | 28,894(7) | | | | | | 0 | | | | | | 112,700(4) | | | | | | 205,136 | | | ||
| Fiscal Year Ended September 30, 2015 |
| | | | 225,000 | | | | | | 67,293 | | | | | | 0 | | | | | | 47,494(5) | | | | | | 339,787 | | |
Name
|
| |
Number of
securities underlying unexercised options exercisable (#) |
| |
Number of
securities underlying unexercised options unexercisable (#) |
| |
Option
exercise price ($) |
| |
Option
expiration date |
|
Jerry Hug(1)
|
| |
50,000
42,060 46,140 — — |
| |
—
21,030 (2) 92,279(3) 300,000(4) 37,500(5) |
| |
4.69
2.805 3.51 4.00 4.00 |
| |
12/01/2017
11/21/2019 11/18/2020 8/9/2023 11/9/2023 |
|
Kurt Streams(6)
|
| |
75,000
16,824 21,403 — — |
| |
—
8,412(2) 42,806(3) 75,000(4) 17,500(5) |
| |
6.20
2.805 3.51 4.00 4.00 |
| |
11/1/2018
11/21/2019 11/18/2020 8/9/2023 11/9/2023 |
|
Plan Category
|
| |
Number of Securities
to be issued upon exercise of outstanding options, warrants and rights (a) |
| |
Weighted-average
exercise price of outstanding options, warrants and rights (b) |
| |
Securities available
for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| |||||||||
Equity Compensation Plans approved by stockholders
|
| | | | 0 | | | | | $ | 0 | | | | | | 0 | | |
Equity Compensation Plans not approved by stockholders
|
| | | | 1,912,387 | | | | | $ | 3.93 | | | | | | 2,087,613 | | |
Name and Principal Position
|
| |
Grant Date
Fair Value ($) |
| |
Number of Restricted
Stock Units (#) |
| ||||||
Jerry Hug, Chief Executive Officer(1)
|
| | | | 0 | | | | | | 0 | | |
Kurt Streams, Chief Financial Officer and Chief Operating Officer(2)
|
| | | | 0 | | | | | | 0 | | |
Named executive officers as a group (2 persons)
|
| | | | 0 | | | | | | 0 | | |
Executive Officers as a group (5 person)(3)
|
| | |
|
0
|
| | | |
|
0
|
| |
Directors (other than executive officers) as a group (6 persons)
|
| | | | 575,000 | | | | | | 132,181 | | |
All other employees (other than executive officers) as a group (73 persons)
|
| | | | 0 | | | | | | 0 | | |