30/08/2024 | Press release | Distributed by Public on 30/08/2024 19:06
TABLE OF CONTENTS
Filed by the Registrant ☒
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Filed by a party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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☒
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No fee required
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☐
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Fee paid previously with preliminary materials
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☐
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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1.
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To elect six directors to our Board of Directors to serve until the next Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified (the "Election of Directors Proposal");
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2.
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To ratify the appointment of Onestop Assurance PAC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 (the "Auditor Ratification Proposal");
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3.
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To conduct any other business as may properly come before the meeting or any adjournment thereof.
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Dated: August 30, 2024
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By the Order of the Board of Directors
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/s/ Raynauld Liang
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Raynauld Liang
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Chief Executive Officer
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Page
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About the Proxy Materials
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1
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Questions and Answers Regarding the Annual Meeting of Stockholders
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2
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Proposal 1. The Election of Directors Proposal
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5
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Proposal 2. The Auditor Ratification Proposal
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13
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Executive and Director Compensation
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14
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Security Ownership of Certain Beneficial Owners and Management
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16
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Certain Relationships and Related Transactions
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18
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Availability of Annual Report on Form 10-K
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18
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Stockholder Proposals to be Presented at the Next Annual Meeting
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19
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Stockholders Sharing the Same Last Name and Address
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19
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Where You Can Find More Information
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20
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•
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View our proxy materials for the Annual Meeting on the Internet; and
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•
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Instruct us to send our future proxy materials to you electronically by email.
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TABLE OF CONTENTS
1.
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To elect six directors to our Board of Directors to serve until the next Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified (the "Election of Directors Proposal");
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2.
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To ratify the appointment of Onestop Assurance PAC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 (the "Auditor Ratification Proposal");
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1.
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Vote by Internet. The website address for Internet voting is on your proxy card.
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2.
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Vote by phone. The phone number for phone voting is on your proxy card.
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3.
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Vote by mail. Mark, date, sign and mail promptly the enclosed proxy card.
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4.
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Vote at the Annual Meeting. Register, attend virtually and vote at the Annual Meeting.
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Proposals
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Vote Required
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(1)
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The Election of Directors Proposal
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Affirmative vote of a plurality of the shares of the voting power present. The six persons receiving the greatest number of votes will be elected as directors.
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(2)
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The Auditor Ratification Proposal
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Majority of the voting power present in person or by proxy and entitled to vote on the matter
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Proposals
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Broker Discretionary
Vote Allowed
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Effect of Broker
Non-Votes on the Proposal
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(1)
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The Election of Directors Proposal
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No
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None
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(2)
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The Auditor Ratification Proposal
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Yes
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None
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Director Nominee
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Age
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Position
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Director Since
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Travis Washko
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46
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Chairman of the Board and Director
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June 2024
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Vincent Puccio
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54
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Director and Secretary
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June 2024
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Mark Carrington
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54
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Director
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June 2024
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Michael Freed
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53
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Director
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June 2024
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Michael Dunn
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46
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Director
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June 2024
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Loic Gautier
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34
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Non-independent Director
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June 2024
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•
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reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our annual disclosure report;
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•
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discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;
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discussing with management major risk assessment and risk management policies;
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•
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monitoring the independence of the independent auditor;
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verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
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reviewing and approving all related-party transactions;
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inquiring and discussing with management our compliance with applicable laws and regulations;
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pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;
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appointing or replacing the independent auditor;
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determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
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•
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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and
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approving reimbursement of expenses incurred by our management team in identifying potential target businesses.
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(1)
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reviewed and discussed the audited consolidated financial statements with management;
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(2)
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discussed with OneStop Assurance PAC, our independent registered public accounting firm, the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees; and
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(3)
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received from OneStop Assurance PAC, the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board and discussed with OneStop Assurance PAC their independence.
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•
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reviewing, approving and determining, or recommending to our board of directors regarding, the compensation of our executive officers;
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administering our equity compensation plans;
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reviewing and approving, or recommending to our board of directors, regarding incentive compensation and equity compensation plans; and
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•
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establishing and reviewing general policies relating to compensation and benefits of our employees.
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•
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identifying, reviewing and evaluating candidates to serve on our board of directors consistent with criteria approved by our board of directors;
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evaluating director performance on our board of directors and applicable committees of our board of directors and determining whether continued service on our board of directors is appropriate;
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•
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evaluating nominations by stockholders of candidates for election to our board of directors; and
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•
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corporate governance matters.
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Name
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Audit
Committee
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Remuneration
Committee
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Nominating and
Corporate
Governance
Committee
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Mark Carrington - (Independent)
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Chair
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-
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Member
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Michael Freed - (Independent)
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-
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Chair
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Member
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Michael Dunn - (Independent)
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-
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Member
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Chair
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Vincent Puccio - (Independent)
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Member
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Member
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-
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Travis Washko - (Independent)
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Member
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-
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-
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•
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Relevant Sector Experience. Director candidates will have gained their leadership experience in sectors directly relevant to the Company's business and/or served as the Chief Executive Officer, Chief Operating Officer or other major operating or staff officer of a public corporation, with a background in marketing, finance and/or business operations.
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Corporate Governance Experience. Director candidates should have sufficient applicable experience to understand fully the legal and other responsibilities of an independent director of a U.S.-based public company.
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Education. Generally, it is desirable that a Board candidate should hold an undergraduate degree from a respected college or university and in relevant fields of study.
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Personal. Director candidates should be of the highest moral and ethical character. Candidates must exhibit independence, objectivity and be capable of serving as representatives of the stockholders. The candidates should have demonstrated a personal commitment to areas aligned with the Company's public interest commitments, such as education, the environment and welfare of the communities in which we operate.
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Individual Characteristics. Director candidates should have the personal qualities to be able to make a substantial active contribution to Board deliberations. These qualities include intelligence, self-assuredness, a high ethical standard, inter-personal skills, independence, courage, a willingness to ask the difficult question, communication skills and commitment. In considering candidates for election to the Board of Directors, the Board should constantly be striving to achieve the diversity of the communities in which the Company operates.
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•
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Compatibility. The Board candidate should be able to develop a good working relationship with other Board members and contribute to the Board's working relationship with the senior management of the Company.
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Part I: Gender Identity
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Female
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Male
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Directors
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0
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6
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Part II: Demographic Background
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African American or Black
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0
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0
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Alaskan Native or American Indian
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0
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0
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Asian
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0
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0
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Hispanic or Latinx
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0
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0
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Native Hawaiian or Pacific Islander
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0
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0
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White
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0
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6
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Two or More Races or Ethnicities
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0
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0
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LGBTQ+
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0
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0
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Did Not Disclose Demographic Background
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0
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0
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2023
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2022
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Audit fees
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$420,737
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$364,600
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Audit-related fees
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11,500
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25,000
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All other fees
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-
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90,000
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Total fess
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$432,237
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$479,600
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Name and
Principal Position
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Fiscal Year
Ended
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Salary/ Bonus
($)
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Stock
Awards
($)
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Option Awards
($)
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Total
($)
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Dennis Nguyen,
Former Chief Executive Officer
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12/31/2023
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$547,500
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-
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$1,530,642
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$2,078,142
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12/31/2022
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$1,167,500
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-
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$1,426,691
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$2,594,191
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Raynauld Liang,
Chief Executive Officer (Former Chief Financial Officer) and Singapore Country General Manager
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12/31/2023
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$310,281
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-
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$445,290
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$755,571
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12/31/2022
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$510,000
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$2,783,594
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$415,048
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$3,708,642
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Tan Yee Siong,
Chief Financial Officer
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12/31/2023
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$119,533
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$22,500
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$35,000
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$177,033
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12/31/2022
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$121,750
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$29,167
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$35,000
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$185,917
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Rokas Sidlauskas,
Chief Marketing Officer
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12/31/2023
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$106,500
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$60,000
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-
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$166,500
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12/31/2022
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$23,341
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$22,000
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-
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$45,341
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Patrick Soetanto,
Chief Operating Officer
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12/31/2023
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$94,000
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$86,000
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-
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$180,000
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12/31/2022
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$29,250
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$24,750
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-
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$54,000
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Howie Ng Kar How,
Chief Technology Officer
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12/31/2023
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$107,211
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$18,000
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-
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$125,211
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12/31/2022
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$19,788
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$1,500
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-
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$21,288
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Name
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Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
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Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
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Option
Exercise
Price
($)
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Option
Expiration
Date
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Number of
Shares of Stock
That Have Not
Vested
(#)
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Market Value of
Shares of Stock That
Have Not Vested
($)
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Dennis Nguyen
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129,685
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-
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$97.35
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Dec 2031
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-
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$12,151,900
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Name
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Fee Earned /
Paid in Cash
($)
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Stock
Awards
($)
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Options
($)
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Others
($)
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Total
($)
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Tan Bien Kiat (Resigned on June 21, 2024)
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50,000
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100,000
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-
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-
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150,000
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Jeremy Miller (Resigned on June 21, 2024)
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50,000
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100,000
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-
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-
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150,000
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Linda Cutler (Resigned on May 31, 2024)
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50,000
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100,000
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-
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-
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150,000
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John Mackay (Resigned on May 31, 2024)
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50,000
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100,000
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-
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-
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150,000
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Number of Shares Beneficially Owned
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Beneficial Ownership
Percentages
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Name and Address of Beneficial
Owner(1)
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Common
Stock
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Series X Super
Voting Preferred
Stock(2)
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Percent of
Common
Stock
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Percent of
Series X Super
Voting Preferred
Stock
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Percent of
Voting
Stock(3)
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Officers and Directors
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Raynauld Liang, Chief Executive Officer
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105,534
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200
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3.6%
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5.3%
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5.6%
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Tan Yee Siong, Chief Financial Officer
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4,781
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-
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*
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-
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*
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Tjin Patrick Soetanto, Chief Operating Officer
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12,439
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-
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*
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-
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*
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Rokas, Chief Marketing Officer
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9,043
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-
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*
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-
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*
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Howie Ng Kar How, Chief Technology Officer
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1,317
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-
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*
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-
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*
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Travis Washko, Director
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3,373
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-
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*
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-
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*
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Mark Carrington, Director
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3,600
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-
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*
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-
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*
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Vincent Puccio, Director
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940
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-
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*
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-
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*
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Michael Dunn, Director
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2,467
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-
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*
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-
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*
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Michael Freed, Director
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6,560
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| |
-
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| |
*
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-
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*
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Loic Gautier, Director
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16,246
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-
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*
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-
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*
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Officers and Directors as a Group (total of 11 persons)
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166,302
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200
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5.6%
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5.3%
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5.7%
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5% Stockholders
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Blue Jay Capital Limited
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130,015
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-
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4.4%
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| |
-
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0.3%
|
Gopher Limited
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109,580
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-
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3.7%
|
| |
-
|
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0.3%
|
Maroon Capital Limited
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80,814
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| |
-
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| |
2.7%
|
| |
-
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| |
0.2%
|
Dennis Nguyen(4)
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320,409
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| |
3,300
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| |
10.8%
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86.9%
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87.8%
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(1)
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The principal address of the named officers, directors and 5% stockholders of the Company is c/o Society Pass Incorporated, 701 S. Carson Street, Suite 200, Carson City, NV 89701.
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(2)
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Entitles the holder to 10,000 votes per share and votes with the common as a single class.
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(3)
|
Represents total ownership percentage with respect to all shares of common stock and Series A Super Voting Preferred Stock, as a single class.
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(4)
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Includes (i) 130,016 shares which are held in the name of Maroon Capital Limited of which Mr. Nguyen has a controlling interest; (ii) 109,580 shares in the name of Gopher Limited of which Mr. Nguyen has a controlling interest; (iii) 80,815 shares in the name of Blue Jay Capital Limited of which Mr. Nguyen has a controlling interest and 129,685 shares underlying a 10-year option that has an exercise price of $97.35 that is held by Mr. Nguyen.
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(5)
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* Nonmeaningful
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By Order of the Board of Directors,
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| | | | |||
/s/ Raynauld Liang
|
| | ||||
Name:
|
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Raynauld Liang
|
| | |
Title:
|
| |
Chief Executive Officer
|
| |
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