We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
ShiftPixy Inc | NASDAQ:PIXY | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.11 | 6.25% | 1.87 | 1.87 | 2.95 | 2.05 | 1.75 | 1.77 | 143,638 | 05:00:01 |
☐
|
Preliminary Proxy Statement
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☒
|
Definitive Proxy Statement
|
☐
|
Definitive Additional Materials
|
☐
|
Soliciting Material Pursuant to §240.14a-12
|
SHIFTPIXY, INC.
|
(Name of Registrant as Specified in Its Charter)
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
|
| |
Sincerely,
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Scott W. Absher
|
|
| |
Chief Executive Officer and Chair of the Board
|
(1)
|
To elect five directors to serve until the next annual meeting of shareholders and until their successors have been elected and qualified;
|
(2)
|
To ratify the appointment of Marcum LLP as our independent registered public accounting firm for our fiscal year ending August 31, 2022; and
|
(3)
|
To conduct such other business as may properly come before the meeting or any adjournments or postponements thereof.
|
|
| |
BY ORDER OF OUR BOARD OF DIRECTORS
|
| |
|
|
| |
|
| |
|
|
| |
Robert S. Gans
|
| |
|
|
| |
General Counsel and Secretary
|
| |
|
•
|
By internet or by telephone. Follow the instructions included in the Notice or, if you received printed materials, in the proxy card to vote over the internet or by telephone.
|
•
|
By mail. If you received a proxy card by mail, you can vote by mail by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with our Board’s recommendations as noted below.
|
•
|
At the time of the virtual meeting. If you attend the virtual meeting, you may vote your shares online at the time of the meeting. You may vote your shares electronically through the portal at the virtual annual meeting (if you satisfy the admission requirements, as described below). Even if you plan to attend the annual meeting virtually, we encourage you to vote in advance by telephone, through the internet or by mail so that your vote will be counted in the event you later decide not to attend.
|
☐
|
“FOR” the election of the nominees for directors; and
|
☐
|
“FOR” the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2022 (“Fiscal 2022”).
|
☐
|
if you received a proxy card, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;
|
☐
|
by re-voting by internet or by telephone as instructed above;
|
☐
|
by notifying ShiftPixy’s Secretary in writing before the annual meeting that you have revoked your proxy; or
|
☐
|
by attending the annual meeting and voting at the meeting. Attending the annual meeting will not in and of itself revoke a previously submitted proxy. You must specifically request at the annual meeting that it be revoked.
|
Proposal 1: Elect Directors
|
| |
The nominees for director who receive the most votes (also known as a “plurality” of the votes cast) will be elected. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of the directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
|
|
| |
|
Proposal 2: Ratify Appointment of Independent Registered Public Accounting Firm
|
| |
The affirmative vote of a majority of the votes present or represented by proxy and entitled to vote at the annual meeting for this proposal is required to ratify the selection of our independent registered public accounting firm. Abstentions will be treated as votes against this proposal. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our shareholders to select our independent registered public accounting firm. However, if our shareholders do not ratify the appointment of Marcum LLP as our independent registered public accounting firm for Fiscal 2022, our Audit Committee of our Board will reconsider its selection.
|
Executive Officers and Directors
|
| |
Number of
Shares
Beneficially
Owned
|
| |
Number
of Shares
Acquirable
|
| |
Beneficial
Ownership
Percentage
|
Scott W. Absher, CEO and Chair(1)
|
| |
12,813,750
|
| |
1,250
|
| |
38.1%
|
Domonic J. Carney, Chief Financial Officer(2)
|
| |
—
|
| |
61,459
|
| |
*
|
Robert S. Gans, General Counsel and Secretary(2)
|
| |
—
|
| |
50,000
|
| |
*
|
Kenneth W. Weaver, Director(3)
|
| |
5,062
|
| |
0
|
| |
*
|
Whitney J. White, Director(3)
|
| |
1,498
|
| |
0
|
| |
*
|
Christopher Sebes, Director
|
| |
1,000
|
| |
0
|
| |
*
|
Amanda Murphy, COO and Director(4)
|
| |
—
|
| |
103,750
|
| |
*
|
All Executive Officers and Directors as a Group (7 persons)
|
| |
12,821,310
|
| |
216,459
|
| |
38.5%
|
|
| |
|
| |
|
| |
|
5% Shareholders
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
Armistice Capital Master Fund, Ltd.(5)
|
| |
2,850,000
|
| |
—
|
| |
8.5%
|
*
|
Less than 1%
|
(1)
|
Represents 12,812,000 shares of common stock and 1,250 shares underlying options exercisable within 60 days of February 1, 2022.
|
(2)
|
Represents shares of common stock underlying options exercisable within 60 days of February 1, 2022.
|
(3)
|
Represents shares of common stock issued in conjunction with services rendered as a director of the Company.
|
(4)
|
Represents 103,750 shares of common stock underlying options exercisable within 60 days of February 1, 2022.
|
(5)
|
Based on information known to the Company, beneficial ownership includes 2,850,000 shares of common stock directly held by Armistice Capital Master Fund, Ltd. The number of shares of common stock beneficially owned excludes (i) 7,523,511 shares of common stock issuable upon the exercise of common stock purchase warrants, which were immediately exercisable upon issuance, (ii) 4,673,511 shares of common stock issuable upon the exercise of pre-funded common stock purchase warrants, which were immediately exercisable upon issuance, and (iii) 9,896,906 shares of common stock issuable upon the exercise of common stock purchase warrants, which are not exercisable until July 28, 2022. The terms of these warrants include blocker provisions that restrict exercise to the extent the securities beneficially owned by the warrant holder and its affiliates would represent beneficial ownership in excess of 4.99% of shares of our common stock outstanding immediately after giving effect to such exercise, subject to the holder’s option, on 61 days’ prior notice to us, to increase or decrease this beneficial ownership limitation, not to exceed 9.99% of shares of our common stock. The business address for Armistice Capital Master Fund, Ltd., is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.
|
Name
|
| |
Age
|
| |
Position with the Company
|
Scott W. Absher
|
| |
61
|
| |
President, Chief Executive Officer and Chair of the Board
|
Kenneth W. Weaver
|
| |
67
|
| |
Director
|
Whitney J. White
|
| |
45
|
| |
Director
|
Christopher Sebes
|
| |
67
|
| |
Director
|
Amanda Murphy
|
| |
38
|
| |
Chief Operating Officer and Director
|
•
|
appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;
|
•
|
overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;
|
•
|
reviewing and discussing with management and the registered public accounting firm our annual and quarterly consolidated financial statements and related disclosures;
|
•
|
monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;
|
•
|
meeting independently with our registered public accounting firm and management;
|
•
|
reviewing and approving or ratifying related party transactions; and
|
•
|
preparing audit committee reports required by SEC rules.
|
•
|
reviewing and approving corporate goals and objectives with respect to our Chief Executive Officer;
|
•
|
making recommendations to our Board with respect to the compensation of our Chief Executive Officer and our other executive officers;
|
•
|
overseeing evaluations of our senior executives;
|
•
|
reviewing and assessing the independence of compensation advisers;
|
•
|
overseeing and administering our equity incentive plans;
|
•
|
reviewing and making recommendations to our Board with respect to director compensation;
|
•
|
reviewing and discussing with management our “Compensation Discussion and Analysis” disclosure in our SEC filings; and
|
•
|
preparing compensation committee reports required by SEC rules.
|
•
|
identifying individuals qualified to become Board members;
|
•
|
recommending to our Board persons to be nominated for election as directors and to be appointed to each committee of our Board;
|
•
|
reviewing and making recommendations to our Board with respect to management succession planning; and
|
•
|
overseeing periodic evaluations of Board members.
|
(1)
|
Represents monthly board of directors fees payable in cash during Fiscal 2021.
|
(2)
|
Represents annual value of stock awards issued during Fiscal 2021 under our 2017 Stock Option/Stock Issuance Plan (the “Plan”).
|
(3)
|
Mr. Absher did not receive any compensation for his services as a director during Fiscal 2021.
|
(4)
|
Although Mr. White was entitled to board of director fees totaling $93,000 in Fiscal 2021, he only received payments totaling 82,500 due to an internal bookkeeping error which has since been corrected.
|
(5)
|
Although Mr. Sebes was entitled to board of director fees totaling $65,000 in Fiscal 2021, he was erroneously issued payments totaling approximately $80,000 due to an internal bookkeeping error which has since been corrected. As a result of this error, certain board of directors fees that would ordinarily have been paid to Mr. Sebes in Fiscal 2022 have been withheld, and the fees erroneously paid have been recorded by the Company as a prepayment.
|
(6)
|
Ms. Murphy did not receive any compensation for her services as a director during Fiscal 2021.
|
|
| |
2021
|
| |
2020
|
Audit Fees
|
| |
$352,000
|
| |
$419,000
|
All Other Fees
|
| |
$65,000
|
| |
$229,000
|
Total
|
| |
$417,000
|
| |
$648,000
|
1.
|
Audit services include audit work performed in the preparation of financial statements, as well as work that generally only an independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.
|
2.
|
Audit-Related services are for assurance and related services that are traditionally performed by an independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.
|
3.
|
Tax services include all services performed by an independent registered public accounting firm’s tax personnel except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.
|
4.
|
Other Fees are those associated with services not captured in the other categories. The Company generally does not request such services from our independent registered public accounting firm.
|
Name and Principal
Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)
|
| |
Stocks
Awards
($)
|
| |
Option
Awards
($)(1)
|
| |
Non-Equity
Incentive Plan
Compensation
($)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
Scott W. Absher
|
| |
2021
|
| |
752,446(2)
|
| |
240,000(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
160,000(4)
|
| |
1,164,673
|
President, Chief Executive Officer and Director
|
| |
2020
|
| |
750,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
750,000
|
Domonic J. Carney
|
| |
2021
|
| |
437,359
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
437,359
|
Chief Financial Officer
|
| |
2020
|
| |
350,000(5)
|
| |
—
|
| |
—
|
| |
269,313(6)
|
| |
—
|
| |
—
|
| |
619,313
|
Robert S. Gans
|
| |
2021
|
| |
437,359
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
437,359
|
General Counsel and Secretary
|
| |
2020
|
| |
72,917(7)
|
| |
—
|
| |
—
|
| |
219,100(8)
|
| |
—
|
| |
—
|
| |
292,017
|
(1)
|
The amount shown for option awards represents the grant date fair value of such awards granted to the named executive officers as computed in accordance with FASB ASC Topic 718, Compensation-Stock Compensation. For each award, the grant date fair value is calculated using the closing price of our common stock on the grant date. This amount does not correspond to the actual value that may be realized by the named executive officers upon vesting or exercise of such award. For information on the assumptions used to calculate the value of the awards, refer to Note 12 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for Fiscal 2021, filed with the SEC on December 3, 2021.
|
(2)
|
Mr. Absher received an annual salary of $750,000 for Fiscal 2020. On June 30, 2021, our Board approved an increase in Mr. Absher’s salary to $764,673, effective July 1, 2021. On October 22, 2021, our Board approved an additional increase in Mr. Absher’s salary to $1,000,000, effective January 1, 2022, and also awarded a one-time discretionary bonus to Mr. Absher of $500,000, 50% of which was payable immediately, with the remainder payable on January 1, 2022.
|
(3)
|
Mr. Absher received a one-time discretionary cash bonus of $240,000 in lieu of a salary adjustment in Fiscal 2021.
|
(4)
|
Mr. Absher received a one-time payment of $160,000 in connection with his agreement to relocate from Irvine, California to our new principal executive offices in Miami, Florida.
|
(5)
|
Mr. Carney joined our company on August 4, 2019 and received an annual salary of $350,000 for Fiscal 2020. On November 6, 2020, our Board approved an increase in Mr. Carney’s annual salary to $450,000, effective November 1, 2020. On June 30, 2021, our Board approved an increase in Mr. Carney’s annual salary to $474,152, effective July 1, 2021. On October 22, 2021, our Board approved an additional increase in Mr. Carney’s salary to $750,000, effective January 1, 2022, and also awarded a one-time discretionary bonus to Mr. Carney of $150,000, payable on January 1, 2022.
|
(6)
|
Represents 61,459 options issued pursuant to the Plan on July 1, 2020, exercisable at a price of $5.40 per share, which is estimated to have been the fair market value price per share at the time of the award.
|
(7)
|
Mr. Gans joined our company on June 15, 2020 and received an annual salary of $350,000 for Fiscal 2020 (pro-rated to reflect the portion of Fiscal 2020 that he was employed by the Company). On November 6, 2020, our Board approved an increase in Mr. Gans’ annual salary to $450,000, effective November 1, 2020. On June 30, 2021, our Board approved an increase in Mr. Gans’ annual salary to $474,152, effective July 1, 2021. On October 22, 2021, our Board approved an additional increase in Mr. Gans’ salary to $750,000, effective January 1, 2022, and also awarded a one-time discretionary bonus to Mr. Gans of $150,000, payable on January 1, 2022.
|
(8)
|
Represents 50,000 options issued pursuant to the Plan on July 1, 2020 exercisable at a price of $5.40 per share, which is estimated to have been the fair market value price per share at the time of the award.
|
•
|
paying our executives a base salary commensurate with their backgrounds, industry knowledge, special skill sets and responsibilities; and
|
•
|
making periodic grants of restricted stock and/or stock options.
|
•
|
Our compensation program is designed to provide a combination of both fixed (salary) and variable (stock and stock options) compensation.
|
•
|
The variable portions of compensation are designed to reward longer term performance. We believe this lessens any incentive for short-term risk taking that could be detrimental to our Company’s long-term best interests.
|
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
Scott W. Absher
President, Chief Executive Officer and Director
|
| |
1,250
|
| |
—
|
| |
160.00
|
| |
3/15/2027
|
Domonic J. Carney
Chief Financial Officer
|
| |
—
|
| |
61,459
|
| |
5.40
|
| |
6/30/2030
|
Robert S. Gans
General Counsel and Secretary
|
| |
—
|
| |
50,000
|
| |
5.40
|
| |
6/30/2030
|
1 Year ShiftPixy Chart |
1 Month ShiftPixy Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions