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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Hall of Fame Resort and Entertainment Company | NASDAQ:HOFV | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.02 | 2.95 | 3.26 | 0 | 12:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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Hall of Fame Resort & Entertainment Company
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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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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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 calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Sincerely,
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/s/ Michael Crawford
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Michael Crawford
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Chairman of the Board, President and
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Chief Executive Officer
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1.
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To elect three Class A directors for three-year terms expiring upon the 2024 Annual Meeting of Stockholders and the election and qualification of their respective successors.
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2.
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To approve an amendment to our 2020 Omnibus Incentive Plan to increase by four million the number of shares of common stock of the Company that will be available for issuance under the 2020 Omnibus Incentive Plan.
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3.
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To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.
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4.
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Any other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
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By Order of the Board of Directors,
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/s/ Michael Crawford
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Chairman, President and Chief Executive Officer
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Canton, Ohio
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April 14, 2021
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Any stockholder may listen to the Annual Meeting via live webcast at www.virtualshareholdermeeting.com/HOFV2021. The webcast will begin at 9:00 a.m. Eastern Daylight Time.
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Stockholders may vote and submit questions during the Annual Meeting via live webcast.
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Stockholders may also submit questions no earlier than 15 minutes prior to the beginning of the webcast for the Annual Meeting by logging in to www.virtualshareholdermeeting.com/HOFV2021 and entering the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.
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To enter the meeting, please have your 16-digit control number, which is available on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. If you do not have your 16-digit control number, you will be able to listen to the Annual Meeting only and you will not be able to vote or submit questions during the Annual Meeting.
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Instructions on how to connect to and participate in the Annual Meeting via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/HOFV2021.
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To elect three Class A directors for three-year terms expiring upon the 2024 Annual Meeting of Stockholders and the election and qualification of their respective successors. We refer to this proposal as “Proposal 1.” To approve an amendment to our 2020 Omnibus Incentive Plan to increase by four million the number of shares of Common Stock that will be available for issuance under the 2020 Omnibus Incentive Plan. We refer to this proposal as “Proposal 2.” To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. We refer to this proposal as “Proposal 3.” In addition to the Proposals, we may transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
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VOTE BY INTERNET: To vote through the Internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and 16-digit control number from your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. Your Internet vote must be received by 11:59 p.m. Eastern Daylight Time on June 1, 2021, to be counted.
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VOTE BY MOBILE: To vote using your smartphone or tablet, open the QR Code Reader and scan the image found on your Notice of Internet Availability of Proxy Materials. Once the voting site is displayed, enter your 16-digit control number from your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials and vote your shares. Your mobile vote must be received by 11:59 p.m. Eastern Daylight Time on June 1, 2021, to be counted.
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VOTE BY PROXY CARD: To vote using a proxy card, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
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VOTE DURING MEETING: To vote online during the Annual Meeting, follow the provided instructions to join the Annual Meeting at www.virtualshareholdermeeting.com/HOFV2021, starting at 9:00 a.m. Eastern Daylight Time on Wednesday, June 2, 2021.
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“For” the election of each of the three nominees for Class A directors.
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“For” the approval of the amendment to our 2020 Omnibus Incentive Plan to increase by four million the number of shares of Common Stock that will be available for issuance under the 2020 Omnibus Incentive Plan.
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“For” the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.
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You may submit another properly completed proxy card with a later date.
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You may grant a subsequent proxy by telephone or through the Internet.
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You may send a timely written notice that you are revoking your proxy to: Secretary of Hall of Fame Resort & Entertainment Company, 2626 Fulton Drive NW, Canton, OH 44718.
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You may vote during the Annual Meeting which will be hosted via the Internet. Simply attending the Annual Meeting online will not, by itself, revoke your proxy. Even if you plan to attend the Annual Meeting online, we recommend that you also submit your proxy or voting instructions or vote by telephone or through the Internet so that your vote will be counted if you later decide not to attend the Annual Meeting online.
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Proposals
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Required Vote
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Voting
Options
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Effect of
Abstention
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Effect of Broker
Non-Votes
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Proposal 1: Election of Class A Directors
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Plurality of votes cast for each nominee (nominees receiving the highest number of “For” votes will be elected)
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“For”
“Against”
“Abstain”
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None
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None
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Proposal 2: Approval of Amendment to 2020 Omnibus Incentive Plan
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Vote of the majority of shares present and entitled to vote (the vote “For” must exceed the vote “Against”)
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“For”
“Against”
“Abstain”
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Against
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None
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Proposal 3: Ratification of appointment of the Independent Registered Public Accounting Firm
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Vote of the majority of shares present and entitled to vote (the vote “For” must exceed the vote “Against”)
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“For”
“Against”
“Abstain”
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Against
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Not Applicable
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The Class A directors are Edward J. Roth III, Mary Owen and Lisa Roy, and their terms will expire at the Annual Meeting.
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The Class B directors are Stuart Lichter, Karl L. Holz, Curtis Martin and David Dennis, and their terms will expire at the 2022 annual meeting of stockholders.
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The Class C directors are James J. Dolan, Michael Crawford, Kimberly K. Schaefer and Anthony J. Buzzelli, and their terms will expire at the 2023 annual meeting of stockholders.
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All outstanding stock options (excluding non-employee director options in the case of retirement) and SARs held by the participant will, to the extent exercisable, remain exercisable for a period of one year after such termination, but not later than the date the stock options or SARs expire;
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All outstanding stock options and SARs that are not exercisable and all outstanding restricted stock will be terminated and forfeited; and
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All outstanding unvested RSUs, performance awards and other stock-based awards held by the participant will terminate and be forfeited. However, with respect to any awards that vest based on the achievement of performance goals, if a participant’s employment or other service with the Company or any subsidiary is terminated prior to the end of the performance period of such award, but after the conclusion of a portion of the performance period (but in no event less than one year), the Committee may, in its sole discretion, cause shares to be delivered or payment made with respect to the participant’s award, but only if otherwise earned for the entire performance period and only with respect to the portion of the applicable performance period completed at the date of such event, with proration based on the number of months or years that the participant was employed or performed services during the performance period.
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All outstanding stock options (including non-employee director options) and SARs held by the participant that then are exercisable will remain exercisable for three months after the date of such termination, but will not be exercisable later than the date the stock options or SARs expire;
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All outstanding restricted stock will be terminated and forfeited; and
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All outstanding unvested RSUs, performance awards and other stock-based awards will be terminated and forfeited. However, with respect to any awards that vest based on the achievement of performance goals, if a participant’s employment or other service with the Company or any subsidiary is terminated prior to the end of the performance period of such award, but after the conclusion of a portion of the performance period (but in no event less than one year), the Committee may, in its sole discretion, cause shares to be delivered or payment made with respect to the participant’s award, but only if otherwise earned for the entire performance period and only with respect to the portion of the applicable performance period completed at the date of such event, with proration based on the number of months or years that the participant was employed or performed services during the performance period.
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The acquisition, other than from the Company, by any individual, entity or group of beneficial ownership of 50% or more of the then outstanding shares of Common Stock;
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The consummation of a reorganization, merger or consolidation of the Company with respect to which all or substantially all of the individuals or entities who were the beneficial owners of Common Stock immediately prior to the transaction do not, following the transaction, beneficially own more than 50% of the outstanding shares of Common Stock and voting securities of the corporation resulting from the transaction; or
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A complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company.
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(1)
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As of the date of Board approval of such grants of restricted stock units.
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(2)
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The Executive Group consists of: (i) Michael Crawford, President, Chief Executive Officer and Chairman, (ii) Jason Krom, Chief Financial Officer, (iii) Tara Charnes, General Counsel and Secretary, (iv) Michael Levy, President of Operations, (v) Anne Graffice, Executive Vice President of Public Affairs, (vi) Lisa Gould, Vice President of Human Resources, and (vii) Erica Muhleman, Executive Vice President of New Business Development/Marketing and Sales.
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2019
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2020
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Audit Fees(1)
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$490,807
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$957,121
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Audit-Related Fees
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—
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—
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Tax Fees
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—
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—
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All Other Fees
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—
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—
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Total
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$490,807
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$957,121
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(1)
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Consists of fees for audit services related to the audit of our annual consolidated financial statements and the review of our quarterly consolidated financial statements. The Audit Fees incurred also include fees relating to services performed in connection with our securities offerings, in each case including comfort letters, consents and review of documents filed with the SEC and other offering documents.
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Name
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Age
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Position
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Michael Crawford
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53
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President and Chief Executive Officer, Chairman
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Anthony J. Buzzelli
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72
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Director
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David Dennis
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63
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Director
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James J. Dolan
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66
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Director
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Karl L. Holz
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70
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Director
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Stuart Lichter
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72
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Director
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Curtis Martin
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47
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Director
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Mary Owen
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43
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Director
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Edward J. Roth III
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64
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Director
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Lisa Roy
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49
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Director
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Kimberly K. Schaefer
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55
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Director
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Name
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Age
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Position
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Michael Crawford
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53
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President, Chief Executive Officer and Chairman
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Tara Charnes
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43
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General Counsel and Secretary
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Lisa Gould
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46
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Vice President of Human Resources
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Anne Graffice
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49
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Executive Vice President of Public Affairs
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Jason Krom
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40
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Chief Financial Officer
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Michael Levy
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60
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President of Operations
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Erica Muhleman
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47
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Executive Vice President of New Business Development/Marketing and Sales
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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 reports;
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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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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; and
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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.
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identifying, evaluating and selecting, or recommending that the Board of Directors approve, nominees for election to the Board of Directors;
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evaluating the performance of the Board of Directors and of individual directors;
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reviewing developments in corporate governance practices;
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evaluating the adequacy of corporate governance practices and reporting;
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reviewing management succession plans; and
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developing and making recommendations to the Board of Directors regarding corporate governance guidelines and matters.
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Michael Crawford, our President, Chief Executive Officer and Chairman;
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Jason Krom, our Chief Financial Officer; and
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Tara Charnes, our General Counsel and Secretary.
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Name and Principal
Position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)(1)
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Non-Equity
Incentive Plan
Compensation
($)
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All Other
Compensation
($)(2)
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Total ($)
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Michael Crawford(3)
President, Chief
Executive Officer and
Chairman
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2020
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776,154
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—
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7,290,005
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375,000
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25,383
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8,466,542
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2019
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614,231
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457,781
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—
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—
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23,185
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1,095,196
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Jason Krom(4)
Chief Financial Officer
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2020
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317,788
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—
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854,269
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75,000
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8,550
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1,255,607
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2019
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75,000
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130,000
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—
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—
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28,986
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233,986
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Tara Charnes(5)
General Counsel and
Secretary
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2020
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89,904
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—
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622,167
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22,500
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—
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734,571
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2019
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—
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—
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—
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—
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—
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—
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(1)
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Amounts reported represent the aggregate grant date fair value of restricted stock unit awards and restricted stock granted during 2020, computed in accordance with ASC Topic 718. The grant date fair value of restricted stock units and restricted stock is based on the market value of the underlying stock on the date of grant.
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(2)
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For 2020, represents Company matching contributions under our 401(k) plan and, for Mr. Crawford, a vehicle allowance.
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(3)
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Mr. Crawford became Chief Executive Officer of HOF Village on December 3, 2018, and became Chairman on May 1, 2020. In accordance with his employment agreement and the terms of the Company’s 2020 Omnibus Incentive Plan (the “Plan”), upon the Business Combination, Mr. Crawford was entitled to receive 715,929 restricted shares of Company Common Stock following the September 16, 2020, effectiveness of a registration statement covering those shares. Mr. Crawford also received a December 22, 2020, grant of 477,778 restricted stock units under the Plan as a component of his 2020 annual bonus, all of which is subject to shareholder approval of increasing available shares under the Plan.
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(4)
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Mr. Krom joined HOF Village as Chief Financial Officer on September 16, 2019. Mr. Krom received a September 22, 2020, grant of 278,707 restricted stock units under the Plan. Mr. Krom also received a December 22, 2020, grant of 55,556 restricted stock units under the Plan as a component of his 2020 annual bonus. Effective September 22, 2020, Mr. Krom’s base salary was increased to $325,000.
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(5)
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Ms. Charnes joined the Company as General Counsel on August 31, 2020. In accordance with her employment agreement, Ms. Charnes received a September 16, 2020, grant of 138,568 restricted stock units not under the Plan. Ms. Charnes also received a December 22, 2020, grant of 16,667 restricted stock units under the Plan as a component of her 2020 annual bonus.
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Mr. Crawford. In the event of (i) termination by the Company without cause or (i) by the executive for good reason (other than as described in the next sentence), the Company shall: (i) pay Mr. Crawford a severance payment in the amount of $850,000, less applicable deductions and withholdings, and (ii) subject to Mr. Crawford’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and Mr. Crawford’s copayment of premiums associated with such coverage, reimburse Mr. Crawford, on a monthly basis, for the excess of the premium for himself and his covered dependents over the amount paid by active employees for the same coverage during the period from the termination date through the 12-month anniversary of such date, or such earlier date on which COBRA coverage for Mr. Crawford and his covered
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•
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Mr. Krom and Ms. Charnes. In the event of termination by the Company without cause or by the employee for good reason, contingent upon such employee’s signing a release, each of Mr. Krom and Ms. Charnes is entitled to receive salary continuation payments of such person’s then-current annual base salary for 12 months after the termination date.
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Stock Awards
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Name
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Number of
Shares or Units
of Stock That
Have Not Vested
(#)
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Market Value of
Shares or Units
of Stock That
Have Not Vested
($)(1)
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Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights that
Have Not Vested
(#)
|
| |
Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned
Shares, Units or Other
Rights that Have Not
Vested
($)(1)
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Michael Crawford
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| |
―
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| |
―
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955,064(2)
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1,174,729
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Jason Krom
|
| |
―
|
| |
―
|
| |
241,361(3)
|
| |
296,874
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Tara Charnes(4)
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| |
138,568(4)
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| |
170,439
|
| |
16,667(5)
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20,500
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(1)
|
Calculated based on the closing share price on December 31, 2020, of $1.23.
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(2)
|
On July 1, 2020, Mr. Crawford received a grant of 715,929 restricted shares of Common Stock under the 2020 Omnibus Incentive Plan (the “Plan”), of which 477,286 restricted shares have not vested and are scheduled to vest in equal tranches on July 1, 2021, and July 1, 2022, respectively. On December 22, 2020, Mr. Crawford received grants of 277,778 restricted stock units and 200,000 restricted stock units each under the Plan (such grants being subject to the approval by the stockholders of the Company of a proposal to increase the amount of shares of Common Stock available for issuance under the Plan), all of which are scheduled to vest on December 22, 2021.
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(3)
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On September 22, 2020, Mr. Krom received a grant of 278,707 restricted stock units, of which 185,805 restricted stock units have not vested and are due to vest in two equal tranches on July 1, 2021, and July 1, 2022, respectively. On December 22, 2020, Mr. Krom received a grant of 55,556 restricted stock units under the Plan, which are scheduled to vest on December 22, 2021.
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(4)
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On September 16, 2020, Ms. Charnes received a grant of 138,568 restricted stock units, which are scheduled to vest in three equal tranches on August 31, 2021, August 31, 2022 and August 31, 2023, respectively.
|
(5)
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On December 22, 2020, Ms. Charnes received a grant of 16,667 restricted stock units under the Plan, which are scheduled to vest on December 22, 2021.
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•
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An annual retainer (the “Annual Retainer”) of $40,000, a supplemental $7,500 annual retainer for the Audit Committee Chair, a supplemental $5,000 annual retainer for each of the Compensation Committee Chair and the Nominating and Governance Committee Chair, and a supplemental $5,000 annual retainer for the Lead Independent Director;
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•
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Meeting attendance fees (the “Meeting Attendance Fees”) consist of (i) $1,500 per in-person meeting attended and (ii) $1,000 per telephonic meeting attended;
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•
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A grant of 7,500 restricted stock units under the Plan that vest one year from the date of grant; and
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•
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Additional compensation for ad hoc services on a case-by-case basis.
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Name
|
| |
Fees earned or
paid in cash
($)
|
| |
Stock Awards
($)(1),(2)
|
| |
Total
($)
|
Anthony J. Buzzelli
|
| |
40,750
|
| |
21,000
|
| |
61,750
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David Dennis
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| |
36,000
|
| |
21,000
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| |
57,000
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Karl L. Holz
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| |
35,500
|
| |
21,000
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| |
56,500
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Curtis Martin
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| |
28,000
|
| |
21,000
|
| |
49,000
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Mary Owen
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| |
32,000
|
| |
21,000
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53,000
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Kimberly K. Schaefer
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41,500
|
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21,000
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62,500
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(1)
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Amounts reported represent the aggregate grant date fair value of restricted stock unit awards granted to our independent directors during 2020, computed in accordance with ASC Topic 718. The grant date fair value of restricted stock units is based on the market value of the underlying stock on the date of grant.
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(2)
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As of December 31, 2020, our independent directors held the following outstanding restricted stock units:
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Name
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Restricted Stock Units
Outstanding at Fiscal Year End
|
Anthony J. Buzzelli
|
| |
7,500
|
David Dennis
|
| |
7,500
|
Karl L. Holz
|
| |
7,500
|
Curtis Martin
|
| |
7,500
|
Mary Owen
|
| |
7,500
|
Kimberly K. Schaefer
|
| |
7,500
|
Plan Category
|
| |
Number of securities
to be issued upon
exercise of outstanding
options, warrants and rights(1)
|
| |
Weighted-average
exercise price of
outstanding options,
warrants and rights(2)
|
| |
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
|
|
| |
(a)
|
| |
(b)
|
| |
(c)
|
Equity compensation plans approved by security holders(3)
|
| |
546,270
|
| |
$―
|
| |
803,239
|
Equity compensation plans not approved by security holders
|
| |
959,113(4)
|
| |
―
|
| |
―
|
Total
|
| |
1,505,383
|
| |
―
|
| |
803,239
|
(1)
|
Represents the number of underlying shares of Common Stock associated with outstanding restricted stock units, as of December 31, 2020.
|
(2)
|
Weighted-average exercise price excludes outstanding restricted stock units that can be exercised for no consideration.
|
(3)
|
There is one equity compensation plan approved by stockholders, the Company’s 2020 Omnibus Incentive Plan (the “Plan”).
|
(4)
|
Represents grants of (i) 481,335 restricted stock units an inducement material to an individual’s entering into employment with the Company, pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules (each grant, an “Inducement Grant”) and (ii) 477,778 restricted stock units that are contingent upon stockholder approval of Proposal 2, as of December 31, 2020. The Inducement Grants were not made under the Plan, but are subject to substantially the same terms and conditions as the Plan. Ms. Charnes received an Inducement Grant of 138,568 restricted stock units, Ms. Muhleman received an Inducement Grant of 144,613 restricted stock units, Ms. Steier received an Inducement Grant of 66,460 restricted stock units, and Mr. Langerman received an Inducement Grant of 131,694 restricted stock units.
|
•
|
each person known by the Company to be the beneficial owner of more than 5% of the Common Stock of the Company;
|
•
|
each of the Company’s executive officers and directors; and
|
•
|
all executive officers and directors of the Company as a group.
|
|
| |
Beneficial Ownership
|
|||
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares
|
| |
Percentage
|
Directors and Officers
|
| |
|
| |
|
Michael Crawford
|
| |
804,589(2)
|
| |
*
|
Jason Krom
|
| |
62,279
|
| |
*
|
Michael Levy
|
| |
50,833
|
| |
*
|
Anne Graffice
|
| |
20,228
|
| |
*
|
Tara Charnes
|
| |
24,428(3)
|
| |
*
|
Lisa Gould
|
| |
14,000(4)
|
| |
*
|
Erica Muhleman
|
| |
—
|
| |
*
|
James J. Dolan
|
| |
3,028,658(5)
|
| |
3.2%
|
David Dennis
|
| |
29,988
|
| |
*
|
Edward J. Roth III
|
| |
—
|
| |
*
|
Stuart Lichter
|
| |
35,525,462(6)
|
| |
35.9%
|
Kimberly K. Schaefer
|
| |
84,233(7)
|
| |
*
|
Karl L. Holz
|
| |
9,880(8)
|
| |
*
|
Anthony J. Buzzelli
|
| |
37,354
|
| |
*
|
Mary Owen
|
| |
4,183
|
| |
*
|
Curtis Martin
|
| |
2,390
|
| |
*
|
Lisa Roy
|
| |
—
|
| |
*
|
All Directors and Officers as a Group (17 individuals)
|
| |
39,727,492
|
| |
40.3%
|
|
| |
|
| |
|
Greater than 5% Stockholders
|
| |
|
| |
|
HOF Village, LLC
|
| |
18,485,230(9)(10)
|
| |
18.9%
|
CH Capital Lending, LLC
|
| |
16,432,753(11)
|
| |
17.2%
|
IRG Canton Village Member, LLC
|
| |
18,485,230(12)
|
| |
18.9%
|
IRG Canton Village Manager, LLC
|
| |
18,485,230(12)
|
| |
18.9%
|
National Football Museum, Inc. d/b/a Pro Football Hall of Fame
|
| |
6,309,721(10)(13)
|
| |
6.7%
|
*
|
Less than 1%.
|
(1)
|
Unless otherwise noted, the business address of each of those listed in the table is 2626 Fulton Drive NW, Canton, OH 44718.
|
(2)
|
Mr. Crawford beneficially owns 58,500 shares of Common Stock issuable upon the exercise of 58,500 warrants he holds with an
|
(3)
|
Ms. Charnes beneficially owns 12,214 shares of Common Stock issuable upon the exercise of 12,214 warrants she holds with an exercise price of $1.40 per share. The warrants are exercisable within 60 days. For purposes of calculating her percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable to Ms. Charnes upon the exercise of the warrants.
|
(4)
|
Ms. Gould beneficially owns 7,000 shares of Common Stock issuable upon the exercise of 7,000 warrants she holds with an exercise price of $1.40 per share. The warrants are exercisable within 60 days. For purposes of calculating her percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable to Ms. Gould upon the exercise of the warrants.
|
(5)
|
Mr. Dolan may be deemed to beneficially own 635,772 shares of Common Stock through his ownership of membership interests in Gordon Pointe Management, LLC and as the managing member of Gordon Pointe Management, LLC. Mr. Dolan beneficially owns (i) 985,408 warrants to purchase 1,400,592 shares of Common Stock at an exercise price of $11.50 per share, and (ii) 60,000 shares of Common Stock issuable upon the exercise of 60,000 warrants he holds with an exercise price of $1.40 per share. Mr. Dolan may also be deemed to beneficially own (a) 656,211 shares of Common Stock issuable upon the exercise of 461,686 warrants held by Gordon Pointe Management, LLC with an exercise price of $11.50 per share and (b) 43,478 shares of Common Stock issuable to Gordon Point Management, LLC upon the conversion of a $500,000 convertible note of the Company with a conversion price of $11.50 per share. These instruments are exercisable or convertible within 60 days. Does not include 565,000 shares of Common Stock granted by Mr. Dolan and Gordon Point Management, LLC to various trusts or estate planning vehicles for certain Dolan grandchildren and other Dolan family members that are managed by Mr. Dolan’s adult children, over which Mr. Dolan disclaims beneficial ownership. For purposes of calculating his percentage ownership, the shares outstanding of the Company include the shares issuable to Gordon Pointe Management, LLC upon the exercise of the warrants and the conversion of convertible notes.
|
(6)
|
Mr. Lichter beneficially owns 100,000 shares of Common Stock issuable upon the exercise of 100,000 warrants he holds with an exercise price of $1.40 per share. The warrants are exercisable within 60 days. Mr. Lichter may be deemed to beneficially own (a) 15,128,379 shares of Common Stock through his indirect ownership of membership interests in CH Capital Lending, LLC, (b) 1,304,374 shares of Common Stock issuable to CH Capital Lending, LLC upon the conversion of a $9,000,000 convertible note of the Company with a conversion rate of 144.9304 shares of Common Stock per $1,000 principal amount, and (c) 407,479 shares of Common Stock through his indirect control over American Capital Center, LLC. The convertible notes are convertible within 60 days. Mr. Lichter may also be deemed to beneficially own 15,027,837 shares of Common Stock through his indirect ownership interest in IRG Canton Village Member, LLC, which in turn owns approximately a 76.8% interest in HOF Village, LLC. HOF Village, LLC owns 15,027,837 shares of Common Stock. He may also be deemed to beneficially own 3,457,393 shares of Common Stock issuable upon the exercise of 2,432,500 warrants held by HOF Village, LLC with an exercise price of $11.50 per share. The warrants are exercisable within 60 days. Mr. Lichter disclaims beneficial ownership of all shares held by IRG Canton Village Member, LLC, CH Capital Lending, LLC, American Capital Center, LLC, and IRG Canton Village Manager, LLC, except to the extent of any actual pecuniary interest. For purposes of calculating his percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable upon the warrants to Mr. Lichter, upon the warrants to HOF Village, LLC and upon the convertible notes to CH Capital Lending, LLC.
|
(7)
|
Ms. Schaefer beneficially owns 27,500 shares of Common Stock issuable upon the exercise of 27,500 warrants she holds with an exercise price of $1.40 per share. The warrants are exercisable within 60 days. For purposes of calculating her percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable to Ms. Schaefer upon the exercise of the warrants.
|
(8)
|
Mr. Holz beneficially owns 2,500 shares of Common Stock issuable upon the exercise of 2,500 warrants he holds with an exercise price of $1.40 per share. The warrants are exercisable within 60 days. For purposes of calculating his percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable to Mr. Holz upon the exercise of the warrants.
|
(9)
|
HOF Village, LLC beneficially owns 15,027,837 shares of Common Stock. It also beneficially owns 3,457,393 shares of Common Stock issuable upon the exercise of 2,432,500 warrants held by HOF Village, LLC with an exercise price of $11.50 per share. The warrants are exercisable within 60 days. For purposes of calculating its percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable to HOF Village, LLC upon the exercise of the warrants.
|
(10)
|
HOF Village, LLC, National Football Museum, Inc. and Gordon Pointe Management, LLC are parties to a director nominating agreement. See the discussion under “Certain Relationships and Related Party Transactions – Director Nominating Agreement” in this proxy statement. As a result of these relationships, these persons may be deemed to be a group for purposes of Section 13(d) of the Exchange Act and therefore may be deemed to beneficially own 34,804,443 shares of Common Stock (exclusive of warrants and convertible notes), or approximately 41.8% of the Common Stock outstanding. Taking into account the warrants and convertible notes, they may be deemed to collectively beneficially own 41,855,478 shares of Common Stock, or 50.3% of the Common Stock outstanding after the exercise of the warrants and the conversion of the convertible notes.
|
(11)
|
CH Capital Lending, LLC beneficially owns (a) 15,128,379 shares of Common Stock and (b) 1,304,374 shares of Common Stock issuable to it upon the conversion of a $9,000,000 convertible note of the Company with a conversion rate of 144.9304 shares of Common Stock per $1,000 principal amount. The convertible note is convertible within 60 days. For purposes of calculating its percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable upon the exercise of the warrants described in note 5 above and the conversion of the convertible notes. Does not include CH Capital Lending, LLC beneficial ownership of 10,036,925 warrants to purchase 10,036,925 shares of Common Stock with an exercise price of $1.40 per share that are exercisable beginning June 29, 2021. The business address of CH Capital Lending, LLC is 11111 Santa Monica Boulevard, Suite 800, Los Angeles, CA 90025.
|
(12)
|
Each of IRG Canton Village Member, LLC and IRG Canton Village Manager, LLC may be deemed to beneficially own 15,027,837 shares of Common Stock held by HOF Village, LLC through the former’s indirect (approximately 74.9%) ownership interest therein and the latter’s role as manager of it. For similar reasons, each may also be deemed to beneficially own 3,457,393 shares of Common Stock issuable upon the exercise of 2,432,500 warrants held by HOF Village, LLC with an exercise price of $11.50 per share. The warrants are exercisable within 60 days. Each of IRG Canton Village Member, LLC and IRG Canton Village Manager, LLC disclaims beneficial ownership of all shares held by HOF Village, LLC, except to the extent of any actual pecuniary
|
(13)
|
National Football Museum, Inc. beneficially owns 3,679,850 shares of Common Stock. National Football Museum, Inc. may also be deemed to beneficially own 2,629,871 shares of Common Stock as a result of its ownership of membership interests in HOF Village, LLC. National Football Museum, Inc. disclaims beneficial ownership of all shares held by HOF Village, LLC, except to the extent of any actual pecuniary interest. The business address of National Football Museum, Inc. is 2121 George Halas Dr. NW, Canton, OH 44708.
|
•
|
any person who is, or at any time during the applicable period was, one of the Company’s executive officers or a member of the Board of Directors;
|
•
|
any person who is known by the Company to be the beneficial owner of more than five percent (5%) of our voting stock;
|
•
|
any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than five percent (5%) of our voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than five percent (5%) of our voting stock; and
|
•
|
any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a ten percent (10%) or greater beneficial ownership interest.
|
•
|
the sale of real estate from PFHOF to HOF Village;
|
•
|
repayment terms of certain outstanding amounts owed by HOF Village to PFHOF and from PFHOF to HOF Village;
|
•
|
conversion of part of an outstanding loan from HOF Village preferred member American Capital Center, LLC to preferred equity;
|
•
|
repayment of outstanding amounts owed by HOF Village to Industrial Realty Group, LLC;
|
•
|
modification of loan terms; and
|
•
|
modification of the terms of stadium and HOF Village property usage.
|
|
| |
|
| |
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