UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
14A
(RULE
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
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Preliminary
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Confidential,
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[X]
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to Section 240.14a-12
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BARFRESH
FOOD GROUP, INC.
(Name
of Registrant as Specified in its Charter)
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8383
Wilshire Blvd., Suite 750, Beverly Hills, California 90211
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON September 13, 2017
Dear
Stockholder:
Notice
is hereby given that the 2017 Annual Meeting of Stockholders of Barfresh Food Group, Inc. (“we”, “us”,
“Barfresh” or the “company”), will be held at 10 a.m. Pacific Standard Time, on Wednesday September 13,
2017 at Kimpton® Hotel, 10740 Wilshire Boulevard, Los Angeles, CA 90024, to conduct the following items of business:
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1.
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To
elect Riccardo Delle Coste, Steven Lang, Arnold Tinter, Alice Elliot, Joseph M. Cugine, Alexander H. Ware and Isabelle Ortiz-Cochet
to serve a one-year term until their respective successors are duly elected and qualified or until their death, resignation,
removal or disqualification;
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2.
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To
ratify the appointment of Eide Bailly LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2017; and
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3.
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To
transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.
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All
of the above matters are more fully described in the accompanying proxy statement.
All
holders of record of our common stock as of the close of business on July 18, 2017, the record date, are entitled to notice of
and to vote at this meeting and any adjournments or postponement thereof. A list of stockholders entitled to vote at the Annual
Meeting will be available for inspection during the ten days prior to the Annual Meeting, during ordinary business hours, at Barfresh’s
principal executive office as well as at the Annual Meeting.
All
stockholders are cordially invited to attend the Annual Meeting in person. Any stockholder attending the Annual Meeting may vote
in person even if he or she has returned a proxy card.
Whether
or not you plan to attend the Annual Meeting, please cast your vote as instructed under “Voting Procedures” in the
Proxy Statement as promptly as possible. You may vote over the Internet or by telephone as instructed on the Notice or by mailing
in your paper proxy card if you received one. If you did not receive a paper proxy card, you may request a paper proxy card to
submit your vote by mail, if you prefer.
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By
Order of the Board of Directors,
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/s/
Ricccardo Delle Coste
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Riccardo
Delle Coste
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Chairman
and Chief Executive Officer
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Beverly
Hills, California
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August
9, 2017
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Whether
or not you intend to be present at the meeting, please sign and date the enclosed proxy and return it in the enclosed envelope,
or vote by telephone or online following the instructions on the proxy.
Important
Notice Regarding the Availability of Proxy Materials for
the
Annual Meeting of Stockholders to be held on September 13, 2017
The
proxy statement and Annual Report on Form 10-K for the year ended December 31, 2016 are available on the Internet at http://www.viewproxy.com/Barfresh/2017
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TABLE
OF CONTENTS
The
enclosed proxy is solicited by the board of directors of Barfresh Food Group, Inc., a Delaware corporation, for use at the 2017
Annual Meeting of Stockholders (the “Annual Meeting”) of Barfresh Food Group, Inc. and all postponements, continuations
or adjournments thereof. These proxy materials and the enclosed Annual Report on Form 10-K (“Annual Report”) for fiscal
year ended December 31, 2016 (“2016 Fiscal Year”) are being mailed to our stockholders on or about August 9,
2017. In this Proxy Statement, we use the terms the “company,” “Barfresh” “we”, “our”,
and “us” to refer to Barfresh Food Group, Inc. and its wholly owned subsidiaries.
Where
and when is the Annual Meeting?
Our Annual Meeting will be held at 10 a.m. Pacific Standard
Time, on Wednesday September 13, 2017 at Kimpton® Hotel, 10740 Wilshire Boulevard, Los Angeles, CA 90024.
Why
did I receive these materials?
You received this Proxy Statement because you held shares
of our common stock on July 18, 2017, the record date fixed by our board of directors, and you are entitled to vote at the Annual
Meeting. This Proxy Statement and a copy of our Annual Report will be mailed on or about August 9, 2017. Although the Proxy
Statement and Annual Report are being mailed together, the Annual Report is not incorporated into, and should not be deemed part
of, this Proxy Statement.
Who
can attend the Annual Meeting?
Only stockholders as of the record date, their authorized
representatives, and invited guests will be able to attend the Annual Meeting.
Who
is entitled to vote?
Only holders of record of our common stock at the close of business
on July 18, 2017, the record date, are entitled to vote at the Annual Meeting. Each share is entitled to vote on each matter properly
brought before the meeting. As of the record date, there were 118,322,070 shares of our common stock outstanding.
Who
are the proxies?
The board of directors of the company has appointed Riccardo Delle Coste,
our Chairman of the board of directors and Chief Executive Officer, and Arnold Tinter, our Secretary and director, to serve as
proxies at the Annual Meeting. When you fill out your proxy card and return it, or if you vote electronically, you will be giving
the proxies your instruction on how to vote your shares at the Annual Meeting.
How
do I vote if I am a registered stockholder?
You may vote in person, electronically via the
Internet, or by proxy. Proxies are solicited to give all stockholders who are entitled to vote on the matters that come before
the meeting the opportunity to do so whether or not they attend the meeting in person. If you are a registered holder, you can
vote your proxy card by mail, electronically via the Internet, or in person at the Annual Meeting.
If you choose to vote by
mail, mark your proxy card enclosed with this Proxy Statement, date and sign it, and mail it in the postage-paid envelope. If
you wish to vote in person, you can vote the proxy card in person at the Annual Meeting. Signing and returning a proxy will not
prevent you from voting in person at the meeting.
How
do I vote electronically?
If you are a registered stockholder, you may vote electronically
via the Internet. Please review the voting instructions on the proxy card.
How
do I specify how I want my shares voted?
If you are a registered stockholder, you can specify
how you want your shares voted on each proposal by marking the appropriate boxes on the proxy card. Please review the voting instructions
on the proxy card and read the entire text of the proposals and the positions of the board of directors in the Proxy Statement
prior to marking your vote.
If your proxy card is signed and returned without specifying a vote, it will be voted according
to the recommendation of the board of directors on that proposal.
How
do I vote if I am a beneficial stockholder?
If you are a beneficial stockholder, you have
the right to direct your broker or nominee on how to vote your shares. You should complete a voting instruction card which your
broker or nominee is obligated to provide to you. If you wish to vote in person at the meeting, you must first obtain from the
record holder a proxy card issued in your name.
What
items will be voted upon at the Annual Meeting?
The following items will be voted upon at
the Annual Meeting:
1.
the election of Riccardo Delle Coste, Steven Lang, Arnold Tinter, Alice Elliot, Joseph M. Cugine Alexander H. Ware, and Isabelle
Ortiz-Cochet to serve a one-year term until their respective successors are duly elected and qualified or until their death, resignation,
removal or disqualification.;
2.
the ratification of the appointment of Eide Bailly LLP as our independent registered public accounting firm for the fiscal year
ending December 31, 2017; and
3.
such other business as may properly come before the annual meeting or any adjournment or postponement thereof.
The
board of directors does not currently know of any other matters that may be brought before the meeting for a vote. However, if
any other matters are properly presented for action, it is the intention of the persons named on the proxy card to vote on them
according to their best judgment.
What
is the board of directors’ voting recommendation?
For the reasons set forth in more
detail later in the Proxy Statement, the board of directors unanimously recommends a vote
FOR
the
election of all nominees for director proposed by our Board (Proposal 1). The board of directors has ratified the selection of
Eide Bailly LLP as the company’s independent registered public accounting firm to audit the financial statements of the
company for the fiscal year ending December 31, 2017 (Proposal 2) which selection was made by the company’s audit committee.
The board of directors recommends a vote
FOR
the ratification of the auditors (Proposal
2).
How
can I provide my comments to the company?
We urge you to let us know your comments about
the company or to bring a particular matter to our attention by writing directly to us at Barfresh Food Group, Inc., 8383 Wilshire
Blvd., Suite 750, Beverly Hills, California 90211, attention: Arnold Tinter, Secretary.
How
many votes are needed to have the proposals pass?
The affirmative vote of the majority of
the votes present and entitled to vote at the Annual Meeting is required to elect the directors and ratify the selection of the
auditors.
How
are the votes counted?
You will have one vote for each share of our common stock that you
owned on the record date. If the proxy card is properly executed and returned prior to the Annual Meeting, the shares of common
stock it represents will be voted as you instruct on the proxy card. If a proxy card is unmarked, or if you indicate no vote,
the shares of common stock it represents will be voted
FOR
Proposal No. 1, the election
of directors recommended by the board of directors, and
FOR
Proposal No. 2 the ratification
of the auditors for this year.
No
Cumulative Voting.
Holders of common stock shall not be entitled to cumulate their votes for the election of directors or
any other matters.
Abstentions.
Abstentions will be treated as present and entitled to vote for purposes of determining the presence of a quorum. Abstentions
will not constitute a vote FOR or AGAINST any matter, and thus will be disregarded in the calculation of shares voting or votes
cast on any matter submitted to the stockholders for a vote.
Broker
Non-Votes
. A broker non-vote occurs when shares held by a broker are not voted with respect to a particular proposal because
the broker does not have discretionary authority to vote on the matter and has not received voting instructions from its clients.
If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will only have discretion
to vote your shares on “routine” matters. Where a proposal is not “routine”, a broker who has received
no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. At
our Annual Meeting, only Proposal 4 (ratifying the appointment of our independent registered public accounting firm) is considered
a routine matter. Your broker will therefore not have discretion to vote on the following “non-routine” matters absent
direction from you: the election of directors.
Broker
non-votes and abstentions by stockholders from voting (including brokers holding their clients’ shares of record who cause
abstentions to be recorded) will be counted towards determining whether or not a quorum is present. However, because broker non-votes
and abstentions are not voted FOR or AGAINST, they will have no effect on the approval of any of the proposals, except where brokers
may exercise their discretion on routine matters.
Quorum
.
A majority of the shares of common stock outstanding on the record date, represented in person or by proxy, will constitute a
quorum at the Annual Meeting. As of July 18, 2017 we had 118,322,070 shares of common stock outstanding. The number of shares
required to be represented in person or by proxy at the Annual Meeting to constitute a quorum is 59,161,036.
How
can I revoke my proxy?
You may revoke your proxy at any time before it is voted at the meeting
by taking one of the following three actions:
(1)
giving timely written notice of the revocation to our Secretary,
(2)
executing and delivering a proxy card with a later date, or
(3)
voting in person at the meeting.
How
would my proxy be voted on other matters?
The persons named on the proxy card will have discretionary
authority to vote on business
other than
Proposal 1 (the election of directors) and Proposal 2 (ratification of the appointment
of our independent registered public accounting firm) as may properly come before the Annual Meeting.
Who
will pay for the costs involved in the solicitation of proxies?
This Proxy Statement is furnished
in connection with the solicitation of proxies by the board of directors of Barfresh Food Group, Inc. Barfresh will pay all costs
of preparing, assembling, printing and distributing the proxy materials. Copies of proxy materials will be furnished to brokerage
houses, nominees, fiduciaries and custodians to forward to beneficial owners of common stock held in their names. Our employees,
officers and directors may, for no additional compensation, solicit proxies on behalf of the board of directors through the mail,
in person and by telecommunications. Upon request, we will reimburse brokerage firms and other record holders for their reasonable
expenses incurred for forwarding solicitation material to beneficial owners of stock.
Do
stockholders have any dissenters’ right with regards to the matters proposed to be acted upon?
There
are no rights of appraisal or other similar rights of dissenters under the laws of the State of Delaware with respect to any of
the matters proposed to be acted upon herein.
Where
can I find the voting results of the Annual Meeting?
The final voting results will be reported
in a Current Report on Form 8-K that we expect to file with the Securities and Exchange Commission within four business days of
the Annual Meeting, and that Form 8-K will be available on our website at http://www.barfresh.com/investors/corporate/sec-filings/.
We also expect to announce preliminary results at the Annual Meeting.
How
can I communicate with the board of directors?
If you wish to communicate with the board
of directors, you may send your communication in writing to: Barfresh Food Group, Inc., 8383 Wilshire Blvd., Suite 750, Beverly
Hills, California 90211, attention: Arnold Tinter, Secretary. who will forward all material communications from stockholders to
the appropriate director or directors or committee of the board of directors based on the subject matter. You must include your
name and address in the written communication and indicate whether you are a stockholder of the company.
IMPORTANT
Please
promptly vote and submit your proxy by signing, dating and returning the enclosed proxy card in the postage-prepaid return envelope
so that your shares can be voted. This will not limit your rights to attend or vote at the 2017 Annual Meeting.
PROPOSAL
1: ELECTION OF Riccardo Delle Coste, Steven Lang, Arnold Tinter, Alice Elliot, Joseph M. Cugine, Alexander H. Ware, AND ISABELLE
ORTIZ-COCHET to serve a one-year term as Directors until their respective successors are duly elected and qualified or until their
death, resignation, removal or disqualification
Under
our bylaws, the board of directors consists of no fewer than three members and no greater than nine members, as determined by
the board of directors or the stockholders from time to time. The board of directors is empowered to fix the number of directors
from time to time and is currently set at seven. Riccardo Delle Coste, Steven Lang, Arnold Tinter, Alice Elliot, Joseph Cugine,
Alexander H. Ware and Isabelle Ortiz-Cochet are to be elected to our board of directors at the Annual Meeting. Proxies cannot
be voted for a greater number of persons than the number of nominees named.
The
board of directors has nominated and approved the nominations of seven persons to serve as directors until the 2018 annual meeting,
or until each director’s successor is elected and qualified. All of the nominees currently serve on our board of directors.
Each of the nominees has agreed to continue to serve if elected. Management expects that each of the nominees will be available
for election, but if any of them is not a candidate at the time the election occurs, it is intended that the proxies will be voted
for the election of another nominee to be designated by the board of directors to fill any vacancy. Additionally, the board of
directors may elect additional members of the board of directors to fill any additional vacancies. There are no arrangements or
understandings pursuant to which a nominee has been or will be elected as a director.
The
nominees are as follows:
Name
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Age
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Position
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Riccardo
Delle Coste
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39
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President,
Chief Executive Officer and Chairman
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Steven
Lang
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65
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Director
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Arnold
Tinter
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73
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Secretary
and Director
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Joseph
M. Cugine
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57
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President
of Barfresh Corporation, Inc., and Director
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Alice
Elliot
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61
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Director
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Alexander
H. Ware
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55
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Director
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Isabelle
Ortiz-Cochet
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56
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Director
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Riccardo
Delle Coste
has been the Chairman of our board of directors, President and Chief Executive Officer since January 10, 2012.
He has also been the President and Chief Executive Officer of Barfresh Inc., a Nevada corporation and our wholly owned subsidiary
(“Barfresh NV”), since its inception. Mr. Delle Coste is the inventor of the patented technology and the creator of
Barfresh. Mr. Delle Coste developed a unique system using controlled pre-packaged portions to deliver a freshly made smoothie
that is quick, cost efficient, healthy and with no waste. In building the business, he is responsible for securing new business
and maintaining key client relationships. He is also responsible for the development of new product from testing to full-scale
production, establishment of the manufacturing facilities that have all necessary accreditations, technology development, product
improvement and R&D with new product launches. Mr. Delle Coste also has over five years of investment banking experience.
Mr. Delle Coste attended Macquarie University, Sydney, Australia while studying for a Bachelor of Commerce for 3.5 years but left
to pursue business interests before receiving a degree.
Qualifications
:
Mr. Delle Coste has 17 years of experience within retail, hospitality and dairy manufacturing.
Steven
Lang
was appointed as Director of the Company on January 10, 2012. He has also served as Secretary of Barfresh NV since
its inception. Prior to joining Barfresh NV, from 2003 to 2007, Mr. Lang was a director of Vericap Finance Limited, a company
that specializes in providing advice to and investing in Australian companies with international growth potential. From 1990 to
1999, he served as a director of Babcock & Brown’s Australian operations where he was responsible for international
structured finance transactions. Mr. Lang received a Bachelor of Commerce and a Bachelor of Laws from the University of New South
Wales in 1976 and a Master of Laws from the University of Sydney in 1984. He has been a member of the Institute of Chartered Accountants
in Australia and was licensed to practice foreign law in New York.
Qualifications
:
Mr. Lang has over 35 years of experience in business, accounting, law and finance and served as Chairman of an Australian public
company.
Arnold
Tinter
was appointed as Director, Chief Financial Officer and Secretary of the Company on January 10, 2012. Mr. Tinter
resigned his position as Chief Financial Officer on May 18, 2015 served temporarily as Principal Accounting Officer. Mr. Tinter
founded Corporate Finance Group, Inc., a consulting firm located in Denver, Colorado, in 1992, and is its President. Corporate
Finance Group, Inc., is involved in financial consulting in the areas of strategic planning, mergers and acquisitions and capital
formation. He has been the chief financial officer and a director of other public companies: From 2012 to 2016, LifeApps Digital
Media Inc. and Arvana Inc. From 2006 to 2010 he was the chief financial officer of Spicy Pickle Franchising, Inc. In all of the
companies his responsibilities included oversight of all accounting functions, including SEC reporting, strategic planning and
capital formation. From May 2001 to May 2003, he served as chief financial officer of Bayview Technology Group, LLC, a privately
held company that manufactured and distributed energy-efficient products. From May 2003 to October 2004, he also served as that
company’s chief executive officer. Prior to 1990, Mr. Tinter was chief executive officer of Source Venture Capital, a holding
company with investments in the gaming, printing and retail industries. Mr. Tinter received a B.S. degree in Accounting in 1967
from C.W. Post College, Long Island University, and is licensed as a Certified Public Accountant in Colorado.
Qualifications:
Mr. Tinter has over 40 years of experience as a Certified Public Accountant and a financial consultant. During his career
he served as a director of numerous public companies.
Joseph
M. Cugine
was appointed as Director of the Company on July 29, 2014 and on April 27, 2015, was appointed president of
our wholly owned subsidiary, Smoothie Inc. Mr. Cugine is the owner and president of Cugine Foods and JC Restaurants, a franchisee
of Taco Bell and Pizza Hut in New York. He is also president and owner of Restaurant Consulting Group LLC. Prior to owning and
operating his own firms, Mr. Cugine held a series of leadership roles with PepsiCo, lastly as chief customer officer and senior
vice president of PepsiCo’s Foodservice division. Mr. Cugine also serves on the board of directors of The Chef’s Warehouse,
Inc., a publicly traded specialty food products distributor in the U.S., as well as Ridgefield Playhouse and R4 Technology. He
received his B.S. degree from St. Joseph’s University in Philadelphia.
Qualifications:
Mr. Cugine’s career in sales, marketing, operations and supply chain spans more than 25 years. He has extensive industry
contacts and proven experience leading and advising numerous successful food distribution companies.
Alice
Elliot
was appointed as Director of the Company on October 15, 2014. Ms. Elliot is the founder and chief executive of
The Elliot Group, a global retained executive search firm specializing in the hospitality, foodservice, retail and service sectors.
For more than 20 years, Ms. Elliot has hosted the exclusive invitation only ‘Elliot Leadership Conference.’ She was
a co-founder of ‘The Elliot Leadership Institute,’ a nonprofit organization dedicated to leadership development and
advancement in the foodservice industry, and is known for her philanthropic and educational endeavors and contributions. Throughout
her career, Ms. Elliot has received various industry honors, including the Trailblazer Award from the Women’s Foodservice
Forum and induction into the National Restaurant Association Educational Foundation’s College of Diplomates. She was also
recently named to the Nation’s Restaurant News list of the 50 Most Powerful People in Foodservice.
Qualifications
:
Well recognized for the placement of senior-level executives at public and privately held restaurant organizations nationwide,
Ms. Elliot is sought out for their intellectual and strategic thought leadership.
Alexander
H. Ware
was appointed as director of the company on July 13, 2016. Mr. Ware currently serves as the Executive Vice President
& Chief Financial Officer of Buffalo Wild Wings since October 2016. Mr. Ware previously served as Executive Chairman of MStar
Holding Corporation. Mr. Ware served as Interim Chief Executive Officer for MStar Holding Corporation in 2013. Prior to his time
at MStar Holding Corporation, he served as a Senior Advisor and previously as Executive Vice President of Strategic Development
of Pohlad Companies, a family office, from 2010 to 2015. He served in increasing capacities at PepsiAmericas, Inc. and related
companies culminating as Executive Vice President & Chief Financial Officer from 2005 to 2010. Previously, he was Senior Associate
at Booz Allen Hamilton, Inc. from 1990-1994. Mr. Ware received his Bachelor of Arts degree in Economics from the Hampden-Sydney
College and his Master of Business Administration from Darden Graduate School of Business at University of Virginia.
Qualifications:
Mr. Ware brings over 30 years of experience in leadership, strategic planning and business portfolio management.
Isabelle
Ortiz-Cochet
was appointed as director of the Company on December 16, 2016. She is the Chief Investment Officer for Unibel,
parent company of Bel Group. Bel is an international France-based group, a world leader in branded cheese business, with brands
such as Laughing Cow, Mini-Babybel or Boursin. In that position since January 2016, Ms. Ortiz-Cochet drives Unibel diversification
strategy, and leads the investment portfolio development. She was previously VP Strategic Development at Bel Group Form September
2013 to December 2015. From 2007 to 2013, based out of Bel’s New York office, Ms. Ortiz-Cochet led the development of long-term
strategies in North and South America, as well as Marketing strategy in the region. Prior to that position, she held a number
of leadership positions in marketing and global strategy at Bel out of the Paris office, at French, European and corporate levels.
Isabelle began her career with Kimberly Clark in France. Isabelle earned a master degree from ESSEC Business School in France,
and an executive MBA from HEC Business School, France
.
Pursuant
to the investor rights agreement between Barfresh and Unibel dated November 23, 2016, Unibel is entitled to appoint one director
to the board of directors of Barfresh, which director is entitled to sit on each committee of the board of directors selected
by the Unibel, unless Unibel has beneficial ownership of less than: (i) 75.0% of the Shares; and (ii) 5.0% of the company’s
issued and outstanding common stock. Unibel has designated Isabelle Ortiz-Cochet as its board designee. Barfresh has agreed to
call shareholder meetings whenever necessary to ensure Unibel’s designee is elected as a director. At any time that Unibel’s
designee is not a director, Unibel’s designee will be entitled to be a board observer. Riccardo Delle Coste, Steven Lang
and their respective affiliates have agreed to vote their shares in favor of Unibel’s designee.
Vote
Required
In
accordance with applicable law and our bylaws, the election of directors shall be by the affirmative vote of the majority of the
votes cast. For the purposes of election of directors, although abstentions will count toward the presence of a quorum, they will
not be counted as votes cast and will have no effect on the result of the vote. Brokers who hold shares in street name may not
vote on behalf of beneficial owners with respect to Proposal 1 if they do not receive voting instructions from the beneficial
owners. Unless a stockholder indicates otherwise, each signed proxy will be voted
FOR
the election of these nominees.
The
board of directors unanimously recommends a vote “FOR” the election of Riccardo Delle Coste, Steven Lang, Arnold Tinter,
Alice Elliot, Joseph M. Cugine, Alexander H. Ware and Isabelle Ortiz-Cochet as directors.
CORPORATE
GOVERNANCE
Leadership
Structure
The
positions of our chairman of the board of directors and principal executive officer are served by Riccardo Delle Coste. Our board
of directors has no formal policy on whether the role of the chairman of the board of directors and principal executive officer
should be held by separate persons. We believe it is important to maintain flexibility to have either combined offices or a separate
chairman and principal executive officer structure as circumstances dictate and to make that determination based on the strategic
and operational position and direction of the company and the character of the membership of our board of directors.
Our
board of directors believes that our current management structure, in which Mr. Delle Coste serves in a combined chairman and
principal executive officer role, is appropriate for us at this time. Mr. Delle Coste possesses an understanding of the operational
issues, opportunities, risks and challenges facing the company and its business on a day-to-day and long-term basis. Given Mr.
Delle Coste’s particular skills and knowledge, as well as our size and stage of development, we believe Mr. Delle Coste
is best positioned to identify key risks and developments facing the company to be brought to our board’s attention and
to lead discussion and execution of strategy. We have not designated an independent lead director and do not intend to do so at
this time.
Risk
Oversight
Both
the full board of directors and its committees oversee the various risks faced by the company. Management is responsible for the
day-to-day management of the company’s risks and provides periodic reports to the board of directors and its committees
relating to those risks and risk-mitigation efforts. Our board of directors’ oversight of risk is conducted primarily through
the standing committees of the board of directors, with the audit committee taking a lead role on oversight of financial risks
and in interfacing with management on significant risks or exposures and assessing the steps management has taken to minimize
such risks. The audit committee also is charged with, among other tasks, oversight of management on the company’s guidelines
and policies to govern the process by which the company’s exposure to risk is handled. Members of the company’s management,
including our principal financial officer, periodically report to the audit committee regarding risks overseen by the audit committee,
including quarterly with respect to the company’s internal control over financial reporting. The compensation committee,
in consultation with management, has reviewed the design and operation of the company’s compensation arrangements and evaluated
the relationship between the company’s risk management policies and practices and these arrangements. As a result of this
review, the compensation committee has determined that the company’s compensation policies and practices are not reasonably
likely to have a material adverse effect on the company. Our board of directors does not believe that its role in the oversight
of our risks affects the board’s leadership structure.
Board
of Directors and Committee Meetings
During
the 2016 Fiscal Year, the board of directors met 4 times. All of our directors attended all meetings. Each member of a committee
of our board of directors attended all of their respective committee’s meetings during the period he served thereon with
the exception of Steven Lang, who was unable to attend 75% of meetings of all committees to which he belongs.
Attendance
of Board Members at Annual Stockholder’s Meeting
The
company does not have a policy for Board meeting or committee meeting attendance because, pursuant to our bylaws, members constituting
a majority of directors constitute a quorum for meetings of the board of directors all our directors, regularly attend all meetings.
Board
Structure and Committees
We
currently have an audit committee, a compensation committee and a nominating and governance committee. The members of the audit
committee are Arnold Tinter, Steven Lang and Riccardo Delle Coste. The audit committee is primarily responsible for reviewing
the services performed by our independent auditors and evaluating our accounting policies and our system of internal controls.
Steven Lang is the only independent member of the audit committee, as defined above. In the future we expect to have an audit
committee comprised of all independent members. The members of the compensation committee are Arnold Tinter, Alice Elliot and
Riccardo Delle Coste. The compensation committee is primarily responsible for reviewing and approving our salary and benefits
policies (including stock options) and other compensation of our executive officers. The members of the nominating committee are
Arnold Tinter, Alice Elliot and Steven Lang. The nominating and governance committee is primarily responsible for overseeing corporate
governance and for identifying, evaluating and recommending individuals to serve as directors of the company.
Board
Determination of Independence
We
use the definition of “independence” standards as defined in the NASDAQ Stock Market Rule 5605(a)(2) provides that
an “independent director” is a person other than an officer or employee of the company or any other individual having
a relationship, which, in the opinion of the company’s board of directors, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. We have determined that four of our seven directors are independent,
which constitutes a majority.
Nomination
of Directors
Our
nominating and governance committee determines the required selection criteria and qualifications of director nominees based upon
our needs at the time nominees are considered. In general, directors should possess the highest personal and professional ethics,
integrity and values, and be committed to representing the long-term interests of our stockholders. In addition to the above considerations,
the nominating and governance committee will consider criteria such as strength of character and leadership skills; general business
acumen and experience; broad knowledge of the industry; number of other board seats; and willingness to commit the necessary time
to ensure an active board whose members work well together and possess the collective knowledge and expertise required by the
board of directors. The nominating and governance committee will consider these same criteria for candidates regardless of whether
the candidate was identified by the committee, by stockholders, or any other source.
The
nominating and governance committee will consider qualified candidates for possible nomination that are submitted by our stockholders.
Stockholders wishing to make such a submission may do so by sending the requisite information to the board of directors at the
address indicated herein under the heading “Stockholder Proposals for 2018 Annual Meeting.” Any recommendations submitted
by a stockholder should be in writing and should include whatever supporting material the stockholder considers appropriate in
support of that recommendation, but must include the information prescribed by our bylaws and any other information that would
be required under the rules of the SEC in a proxy statement soliciting proxies for the election of such candidate and a signed
consent of the candidate to serve as a director of Barfresh, if elected.
The
nominating and governance committee conducts a process of making a preliminary assessment of each proposed nominee based upon
the resume and biographical information provided, an indication of the candidate’s willingness to serve and other background
information, business experience, and leadership skills, all to the extent available and deemed relevant by the nominating and
governance committee. This information is evaluated against the criteria set forth above and our specific needs at that time.
Based upon a preliminary assessment of the candidate(s), those who appear best suited to meet our needs may be invited to participate
in a series of interviews, which are used as a further means of evaluating potential candidates. On the basis of information learned
during this process, the nominating and governance committee determines which candidate(s) to recommend to the board to submit
for election at the next stockholder meeting. The nominating and governance committee uses the same process for evaluating all
candidates, regardless of the original source of the nomination.
Our
goal is to seek to achieve a balance of knowledge and experience on our board. To this end, we seek nominees with the highest
professional and personal ethics and values, an understanding of our business and industry, diversity of business experience and
expertise, a high level of education, broad-based business acumen and the ability to think strategically. Although we use the
criteria listed above as well as other criteria to evaluate potential nominees, we do not have a stated minimum criteria for nominees.
The board does not use different standards to evaluate nominees depending on whether they are proposed by our directors and management
or by our stockholders. To date, we have not paid any third parties to assist us in finding director nominees.
AUDIT
COMMITTEE REPORT
Notwithstanding
anything to the contrary set forth in any of the company’s filings under the Securities Act of 1933, as amended (the “Securities
Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that might incorporate future
filings, including this Proxy Statement, in whole or in part, the following audit committee report shall not be deemed to be “soliciting
material,” is not deemed “filed” with the SEC and shall not be incorporated by reference into any filings under
the Securities Act or Exchange Act whether made before or after the date hereof and irrespective of any general incorporation
language in such filing except to the extent that the company specifically requests that the information be treated as soliciting
material or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.
The
primary purpose of the audit committee is to assist the board of directors in fulfilling its oversight responsibilities with respect
to matters involving the accounting, financial reporting and internal control functions of the company. The audit committee has
sole authority to select the company’s independent registered public accounting firm.
The
audit committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public
accounting firm and other financial professional services providers. These services may include audit services, audit-related
services, tax services and other services. Pre-approval generally is provided for up to one year and any pre-approval is detailed
as to the particular service or category of services and generally is subject to a specific budget. The company’s independent
registered public accounting firm and management report annually to the audit committee regarding the extent of services provided
by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed.
Management
is responsible for preparing the company’s financial statements so that they comply with generally accepted accounting principles
and fairly presents the company’s financial condition, results of operations and cash flows; issuing financial reports that
comply with the requirements of the SEC; and establishing and maintaining adequate internal control structures and procedures
for financial reporting. The audit committee’s responsibility is to monitor and oversee these processes.
In
furtherance of its role, the audit committee has an annual agenda, which includes periodic reviews of the company’s internal
controls and of areas of potential exposure for the company such as litigation matters. The Committee meets at least quarterly
and reviews the company’s interim financial results and earnings releases prior to their publication.
In
this context, the audit committee has reviewed and discussed with management (i) the audited financial statements of the company
for the fiscal year ended December 31, 2016, (ii) the company’s evaluation of the effectiveness of our internal control
over financial reporting as of December 31, 2016 and (iii) the related opinions by the company’s independent registered
public accounting firm. The audit committee also has discussed with Eide Bailly LLP the matters required to be discussed by Statement
on Auditing Standards No. 61 (Communication with audit committees), as currently in effect. The audit committee also has received
written disclosures and a letter from Eide Bailly LLP regarding its independence from the company as required by Independence
Standards Board Standard No. 1 (Independence Discussions with audit committees) and has discussed with Eide Bailly LLP the independence
of that firm. Based upon these materials and discussions, the audit committee has recommended to the board of directors that the
company’s audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2016.
The
Audit Committee of the Board of Directors
Arnold
Tinter, Chairman
Steven
Lang
Riccardo
Delle Coste
Certain
Relationships and Related Transactions
The
following includes a summary of transactions since the beginning of fiscal 2016, or any currently proposed transaction, in which
we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average
of our total assets at year end for the last two completed fiscal years and in which any related person had or will have a direct
or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms
obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable
to or better than terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.
On
January 29, 2016, we closed a private placement to accredited investors of $2,670,000 in promissory notes and warrants to purchase
up to 1,297,500 shares of common stock of the Company for aggregate gross proceeds to the Company of $2,670,000. Of the aggregate
offering amount, $635,000 of the notes and warrants to purchase up to 317,500 shares of common stock were placed with members
of the Company’s management, including officers and directors of the Company, and family members of certain officers and
directors.
On
September 28, 2016 we closed a private placement to accredited investors of 4,687,504 shares of common stock at $.64 per share,
and warrants to purchase up to 2,343,752 shares of common stock, for aggregate proceeds to the Company of $3,000,000. Of the aggregate
offering amount, 371,639 shares and 185,819 warrants, were placed with members of the Company’s management, including officers
and directors of the Company, and family members of certain officers and directors.
The
Company’s policy with regard to related party transactions requires any related party loans that are (i) non-interest bearing
and in excess of $100,000 or (ii) interest bearing, irrespective of amount, must be approved by the Company’s board of directors.
All issuances of securities by the Company must be approved by the board of directors, irrespective of whether the recipient is
a related party. Each of the foregoing transactions, if required by its terms, was approved in this manner.
EXECUTIVE
OFFICERS AND DIRECTORS
The
following section sets forth the names, ages, and current positions with the company held by the executive officers, directors
and significant employees together with the year such positions were assumed. There is no immediate family
relationship between or among any of the executive officers or significant employees, and the company is not aware of any arrangement
or understanding between any executive officer and any other person pursuant to which he was elected to his or her current position.
Name
|
|
Age
|
|
Position
|
Riccardo
Delle Coste
|
|
39
|
|
President,
Chief Executive Officer and Chairman
|
Joseph
S. Tesoriero
|
|
64
|
|
Chief
Financial Officer
|
Steven
Lang
|
|
65
|
|
Director
|
Arnold
Tinter
|
|
73
|
|
Secretary
and Director
|
Joseph
M. Cugine
|
|
57
|
|
President
of Barfresh Corporation, Inc., and Director
|
Alice
Elliot
|
|
61
|
|
Director
|
Alexander
H. Ware
|
|
55
|
|
Director
|
Isabelle
Ortiz-Cochet
|
|
56
|
|
Director
|
Riccardo
Delle Coste
has been the Chairman of our board of directors, President and Chief Executive Officer since January 10, 2012.
He has also been the President and Chief Executive Officer of Barfresh Inc., a Nevada corporation and our wholly owned subsidiary
(“Barfresh NV”), since its inception. Mr. Delle Coste is the inventor of the patented technology and the creator of
Barfresh. Mr. Delle Coste developed a unique system using controlled pre-packaged portions to deliver a freshly made smoothie
that is quick, cost efficient, healthy and with no waste. In building the business, he is responsible for securing new business
and maintaining key client relationships. He is also responsible for the development of new product from testing to full-scale
production, establishment of the manufacturing facilities that have all necessary accreditations, technology development, product
improvement and R&D with new product launches. Mr. Delle Coste also has over five years of investment banking experience.
Mr. Delle Coste attended Macquarie University, Sydney, Australia while studying for a Bachelor of Commerce for 3.5 years but left
to pursue business interests before receiving a degree.
Qualifications
:
Mr. Delle Coste has 17 years of experience within retail, hospitality and dairy manufacturing.
Joseph
S. Tesoriero
was appointed as Chief Financial Officer of the Company on May 18, 2015. Mr. Tesoriero has served as an independent
director of Smart & Final Stores, Inc. (NYSE: SFS) since July of 2014, where he serves as Chairman of the Audit Committee
and a member of the Nominating and Governance Committee. He was most recently engaged as a financial advisor for Dole Asia Holdings,
Ltd. Pte., a Singapore based wholly owned subsidiary of Itochu Corporation of Japan, from April 2013 to October 2013. Prior to
this consulting engagement, Mr. Tesoriero served as Executive Vice Present and Chief Financial Officer of Dole Food Company Inc.
from February 2010 to April 2013, as its Vice President and Chief Financial Officer from August 2004 to February 2010 and as its
Vice President of Tax from September 2002 to August 2004. Prior to joining Dole, Mr. Tesoriero was Senior Vice President of Tax
of Global Crossing (1998-2002), Vice President of Tax of Coleman Camping Equipment (1997-1998), International Tax Attorney with
Revlon Cosmetics (1989-1997) and Tax Attorney with IBM (1980-1988). Mr. Tesoriero began his career in 1978 as a Tax Associate
with Haskins & Sells (now Deloitte Touche). Mr. Tesoriero holds a B.S. in Accounting from Villanova University, a J.D. from
New York Law School and an LL.M. in Taxation from Boston University. He has been a member of the New York State Bar since 1978.
Qualifications
:
Mr. Tesoriero has over 30 years of experience in corporate finance leadership positions.
Steven
Lang
was appointed as Director of the Company on January 10, 2012. He has also served as Secretary of Barfresh NV since
its inception. Prior to joining Barfresh NV, from 2003 to 2007, Mr. Lang was a director of Vericap Finance Limited, a company
that specializes in providing advice to and investing in Australian companies with international growth potential. From 1990 to
1999, he served as a director of Babcock & Brown’s Australian operations where he was responsible for international
structured finance transactions. Mr. Lang received a Bachelor of Commerce and a Bachelor of Laws from the University of New South
Wales in 1976 and a Master of Laws from the University of Sydney in 1984. He has been a member of the Institute of Chartered Accountants
in Australia and was licensed to practice foreign law in New York.
Qualifications
:
Mr. Lang has over 35 years of experience in business, accounting, law and finance and served as Chairman of an Australian public
company.
Arnold
Tinter
was appointed as Director, Chief Financial Officer and Secretary of the Company on January 10, 2012. Mr. Tinter
resigned his position as Chief Financial Officer on May 18, 2015 served temporarily as Principal Accounting Officer. Mr. Tinter
founded Corporate Finance Group, Inc., a consulting firm located in Denver, Colorado, in 1992, and is its President. Corporate
Finance Group, Inc., is involved in financial consulting in the areas of strategic planning, mergers and acquisitions and capital
formation. He has been the chief financial officer and a director of other public companies: From 2012 to 2016, LifeApps Digital
Media Inc. and Arvana Inc. From 2006 to 2010 he was the chief financial officer of Spicy Pickle Franchising, Inc. In all of the
companies his responsibilities included oversight of all accounting functions, including SEC reporting, strategic planning and
capital formation. From May 2001 to May 2003, he served as chief financial officer of Bayview Technology Group, LLC, a privately
held company that manufactured and distributed energy-efficient products. From May 2003 to October 2004, he also served as that
company’s chief executive officer. Prior to 1990, Mr. Tinter was chief executive officer of Source Venture Capital, a holding
company with investments in the gaming, printing and retail industries. Mr. Tinter received a B.S. degree in Accounting in 1967
from C.W. Post College, Long Island University, and is licensed as a Certified Public Accountant in Colorado.
Qualifications:
Mr. Tinter has over 40 years of experience as a Certified Public Accountant and a financial consultant. During his career
he served as a director of numerous public companies.
Joseph
M. Cugine
was appointed as Director of the Company on July 29, 2014 and on April 27, 2015, was appointed president of
our wholly owned subsidiary, Smoothie Inc. Mr. Cugine is the owner and president of Cugine Foods and JC Restaurants, a franchisee
of Taco Bell and Pizza Hut in New York. He is also president and owner of Restaurant Consulting Group LLC. Prior to owning and
operating his own firms, Mr. Cugine held a series of leadership roles with PepsiCo, lastly as chief customer officer and senior
vice president of PepsiCo’s Foodservice division. Mr. Cugine also serves on the board of directors of The Chef’s Warehouse,
Inc., a publicly traded specialty food products distributor in the U.S., as well as Ridgefield Playhouse and R4 Technology. He
received his B.S. degree from St. Joseph’s University in Philadelphia.
Qualifications:
Mr. Cugine’s career in sales, marketing, operations and supply chain spans more than 25 years. He has extensive industry
contacts and proven experience leading and advising numerous successful food distribution companies.
Alice
Elliot
was appointed as Director of the Company on October 15, 2014. Ms. Elliot is the founder and chief executive of
The Elliot Group, a global retained executive search firm specializing in the hospitality, foodservice, retail and service sectors.
For more than 20 years, Ms. Elliot has hosted the exclusive invitation only ‘Elliot Leadership Conference.’ She was
a co-founder of ‘The Elliot Leadership Institute,’ a nonprofit organization dedicated to leadership development and
advancement in the foodservice industry, and is known for her philanthropic and educational endeavors and contributions. Throughout
her career, Ms. Elliot has received various industry honors, including the Trailblazer Award from the Women’s Foodservice
Forum and induction into the National Restaurant Association Educational Foundation’s College of Diplomates. She was also
recently named to the Nation’s Restaurant News list of the 50 Most Powerful People in Foodservice.
Qualifications
:
Well recognized for the placement of senior-level executives at public and privately held restaurant organizations nationwide,
Ms. Elliot is sought out for their intellectual and strategic thought leadership.
Alexander
H. Ware
was appointed as director of the company on July 13, 2016. Mr. Ware currently serves as the Executive Vice President
& Chief Financial Officer of Buffalo Wild Wings since October 2016. Mr. Ware previously served as Executive Chairman of MStar
Holding Corporation. Mr. Ware served as Interim Chief Executive Officer for MStar Holding Corporation in 2013. Prior to his time
at MStar Holding Corporation, he served as a Senior Advisor and previously as Executive Vice President of Strategic Development
of Pohlad Companies, a family office, from 2010 to 2015. He served in increasing capacities at PepsiAmericas, Inc. and related
companies culminating as Executive Vice President & Chief Financial Officer from 2005 to 2010. Previously, he was Senior Associate
at Booz Allen Hamilton, Inc. from 1990-1994. Mr. Ware received his Bachelor of Arts degree in Economics from the Hampden-Sydney
College and his Master of Business Administration from Darden Graduate School of Business at University of Virginia.
Qualifications:
Mr. Ware brings over 30 years of experience in leadership, strategic planning and business portfolio management.
Isabelle
Ortiz-Cochet
was appointed as director of the Company on December 16, 2016. She is the Chief Investment Officer for Unibel,
parent company of Bel Group. Bel is an international France-based group, a world leader in branded cheese business, with brands
such as Laughing Cow, Mini-Babybel or Boursin. In that position since January 2016, Ms. Ortiz-Cochet drives Unibel diversification
strategy, and leads the investment portfolio development. She was previously VP Strategic Development at Bel Group Form September
2013 to December 2015. From 2007 to 2013, based out of Bel’s New York office, Ms. Ortiz-Cochet led the development of long
term strategies in North and South America, as well as Marketing strategy in the region. Prior to that position, she held a number
of leadership positions in marketing and global strategy at Bel out of the Paris office, at French, European and corporate levels.
Isabelle began her career with Kimberly Clark in France. Isabelle earned a master degree from ESSEC Business School in France,
and an executive MBA from HEC Business School, France
.
Pursuant
to the investor rights agreement between Barfresh and Unibel dated November 23, 2016, Unibel is entitled to appoint one director
to the board of directors of Barfresh, which director is entitled to sit on each committee of the board of directors selected
by Unibel, unless Unibel has beneficial ownership of less than: (i) 75.0% of the Shares; and (ii) 5.0% of the company’s
issued and outstanding common stock. Unibel has designated Isabelle Ortiz-Cochet as its board designee. Barfresh has agreed to
call shareholder meetings whenever necessary to ensure Unibel’s designee is elected as a director. At any time that Unibel’s
designee is not a director, Unibel’s designee will be entitled to be a board observer. Riccardo Delle Coste, Steven Lang
and their respective affiliates have agreed to vote their shares in favor of Unibel’s designee.
Employment
Agreements
On
April 27, 2015, Smoothie, Inc. entered into an executive employment agreement with Riccardo Delle Coste, its Chief Executive Officer
and director. Mr. Delle Coste is also the Chief Executive Officer and Chairman of the Company. Pursuant to the employment agreement,
he will receive a base salary of $350,000 and performance bonuses of 75% of his base salary based on mutually agreed upon performance
targets. In addition, Mr. Delle Coste will receive up to an additional 500,000 performance options, on an annual basis. All options
granted under the employment agreement are subject to the Company’s 2015 Equity Incentive Plan.
On
April 27, 2015, Smoothie, Inc. entered into an executive employment agreement with Joseph M. Cugine to serve as President of Smoothie,
Inc. Pursuant to the employment agreement, Mr. Cugine will receive a base salary of $300,000 and performance bonuses of 75% of
his base salary based on mutually agreed upon performance targets. In addition, Mr. Cugine will receive 8-year options to purchase
up to 600,000 shares of Barfresh, one-half vesting on each of the second and third anniversaries of the date of Mr. Cugine’s
employment agreement. In addition, he will receive up to an additional 500,000 performance options, on an annual basis. All options
granted under the employment agreement are subject to the Company’s 2015 Equity Incentive Plan.
The
Company entered into an executive employment agreement with Joseph S. Tesoriero on May 18, 2015, pursuant to which he agreed to
serve as Chief Financial Officer. Pursuant to the employment agreement, Mr. Tesoriero will receive a base salary of $250,000 and
performance bonuses of 75% of his base salary, based upon performance targets determined by the Board of Directors. In addition,
Mr. Tesoriero was granted 350,000 shares of common stock of Barfresh and 8-year options to purchase up to 500,000 shares of common
stock of Barfresh. One-half of each of the share and option grants vests on each of the second and third anniversaries of the
date of commencement of Mr. Tesoriero’s employment. Mr. Tesoriero will also receive 8-year performance options to purchase
up to an additional 350,000 shares on an annual basis. All shares and options granted under the employment agreement are subject
to the Company’s 2015 Equity Incentive Plan.
Code
of Ethics
Our
Chief Executive Officer and Chief Financial Officer are bound by a Code of Ethics that complies with Item 406 of Regulation S-K
of the Exchange Act.
EXECUTIVE
COMPENSATION
Overview
The
compensation committee sets the compensation of our executive officers. Our objectives with respect to compensation of our executive
officers are to: (1) link executive compensation to our business strategy execution and performance; (2) offer compensation designed
to attract, retain and reward key executive officers; and (3) offer salary, cash bonus and incentive compensation pay opportunities
that are competitive in the marketplace, recognize achievement of our business strategy objectives, and align the long-term interests
of executive officers with those of our stockholders. The primary objectives that we consider are market penetration of product,
revenue growth, and analysis of our financial performance as compared to our internal plans and projected forecasts.
The
material elements of our compensation program for our Named Executive Officers are annual cash compensation, annual incentive
compensation and long-term incentive compensation. Our Named Executive Officers are eligible to participate in our health and
welfare benefit plans generally available to our other employees.
The
following table summarizes all compensation for the fiscal year ending December 31, 2016 (“2016”) and Transition Period,
9 months ending December 31, 2015 (“12/2015”) received by our “Named Executive Officers”:
Name
and
Principal
Position
|
|
Period
|
|
|
Salary
($)
|
|
|
Bonus
(1)
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
All
Other
Compensation
($)
|
|
|
Total
($)
|
|
Riccardo Delle Coste,
Chief Executive Officer
|
|
|
2016
|
|
|
|
364,583
|
|
|
|
43,750
|
|
|
|
57,118
|
(2)
|
|
|
158,750
|
(3)
|
|
|
11,700
|
(4)
|
|
|
635,901
|
|
|
|
|
12/2015
|
|
|
|
289,583
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,200
|
(4)
|
|
|
296,783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Cugine, President, Barfresh Corp.
Inc. a wholly owned subsidiary
|
|
|
2016
|
|
|
|
300,000
|
|
|
|
25,137
|
|
|
|
32,818
|
(5)
|
|
|
139,382
|
(6)
|
|
|
|
|
|
|
497,337
|
|
|
|
|
12/2015
|
|
|
|
212,500
|
|
|
|
|
|
|
|
600,000
|
(7)
|
|
|
310,420
|
(8)
|
|
|
41,667
|
(9)
|
|
|
1,164,587
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Tesoriero, Chief Financial Officer
|
|
|
2016
|
|
|
|
290,000
|
|
|
|
19,488
|
|
|
|
25,443
|
(10)
|
|
|
95,646
|
(11)
|
|
|
|
|
|
|
430,577
|
|
|
|
|
12/2015
|
|
|
|
156,250
|
|
|
|
|
|
|
|
287,000
|
(12)
|
|
|
435,403
|
(13)
|
|
|
|
|
|
|
878,653
|
|
1.
|
Represents
discretionary bonuses for fiscal year 2015 that were paid during fiscal year 2016. Whether or not bonuses will be paid for
fiscal year 2016 is discretionary and has not yet been determined.
|
|
|
2.
|
Represents
121,527 shares of restricted stock valued using the Black-Scholes pricing model. The shares were granted on December 12, 2016
and vest ratably over the next three years.
|
|
|
3.
|
Represents
two stock option grants: (1) 250,000 options shares issued 5/25/2016, with an exercise price of $0.61, which vest ratably
over the next three years and are exercisable until 5/25/2024 and (2) 125,000 options issued on 11/25/2016, with an exercise
price of $0.72, which vest ratably over the next three years and are exercisable until 11/25/2024.
|
|
|
4.
|
Represents
the car allowance paid to Mr. Delle Coste.
|
|
|
5.
|
Represents
69,825 shares of restricted valued using the Black-Scholes pricing model. The shares were granted on 12/12/2016 and vest ratably
over the next three years.
|
|
|
6.
|
Represents
two stock option grants: (1) 250,000 options issued on 5/25/2016, with an exercise price of $0.61, which vest ratably over
the next three years and are exercisable until 5/25/2024 and (2) 83,791 options issued on 11/25/2016, with an exercise price
of $0.72, which vest ratably over the next three years and are exercisable until 11/25/2024.
|
|
|
7.
|
Represents
1,000,000 shares of restricted stock valued at the aggregate grant date fair value computed in accordance with FASB ASC Topic
718. The shares vest 50% in 2017 and 50% in 2018.
|
|
|
8.
|
Represents
option to purchase 600,000 shares of common stock. The exercise price of the options is $0.50, vest 50% in 2017 and 50% in
2018, and are exercisable until 5/1/2023.
|
|
|
9.
|
Represents
consulting fees paid to Mr. Cugine prior to becoming an employee.
|
|
|
10.
|
Represents
54,133 shares of restricted stock valued using the Black-Scholes pricing model. The shares were granted on December 12, 2016
and vest ratably over the next three years.
|
|
|
11.
|
Represents
two stock option grants: (1) 175,000 options issued on 5/25/2016, with an exercise price of $0.61, which vest ratably over
the next three years and are exercisable until 5/25/2024 and (2) 54,567 options issued on 11/25/2016, with an exercise price
of $0.72, which vest ratably over the next three years and are exercisable until 11/25/2024.
|
|
|
12.
|
Represents
350,000 shares of restricted stock valued at the aggregate grant date fair value computed in accordance with FASB ASC Topic
718. The shares vest 50% in 2017 and 50% in 2018.
|
|
|
13.
|
Represents
option to purchase 500,000 shares of common stock. The exercise price of the options is $0.82, vest 50% in 2017 and 50% in
2018, and are exercisable until 5/1/2023.
|
Outstanding
Equity Awards at Fiscal Year-End Table
Outstanding
Equity Awards at Fiscal Year-End Table
Option
Awards
|
|
Stock
Awards
|
|
Name
|
|
Number
of securities underlying unexercised
|
|
|
Equity
incentive plan awards:
|
|
|
Option
exercise price ($)
|
|
|
Option
expiration date
|
|
|
Number
of shares or units of
|
|
|
Market
value of shares or
|
|
|
Equity
incentive plan awards:
|
|
|
|
options
(#) exercisable
|
|
|
Number
of securities underlying unexercised unearned options (#)
|
|
|
|
|
|
|
|
|
stock
that have not vested (#)
|
|
|
units
of stock that have not vested ($)
|
|
|
Number
of unearned shares, units or other rights that have not vested (#)
|
|
Riccardo Delle Coste
|
|
|
300,000
|
(1)
|
|
|
1
|
|
|
|
0.45
|
|
|
|
1/21/20
|
|
|
|
|
|
|
|
1
|
|
|
|
1
|
|
|
|
|
250,000
|
(2)
|
|
|
|
|
|
|
0.61
|
|
|
|
5/25/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,000
|
(3)
|
|
|
|
|
|
|
0.72
|
|
|
|
11/25/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Cugine
|
|
|
600,000
|
(4)
|
|
|
|
|
|
|
0.50
|
|
|
|
5/1/23
|
|
|
|
1,000,000
|
|
|
|
875,000
|
|
|
|
|
|
|
|
|
250,000
|
(5)
|
|
|
|
|
|
|
0.61
|
|
|
|
5/25/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,791
|
(6)
|
|
|
|
|
|
|
0.72
|
|
|
|
11/25/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Tesoriero
|
|
|
500,000
|
(7)
|
|
|
|
|
|
|
0.82
|
|
|
|
5/1/23
|
|
|
|
350,000
|
|
|
|
306,250
|
|
|
|
|
|
|
|
|
175,000
|
(8)
|
|
|
|
|
|
|
0.61
|
|
|
|
5/25/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,567
|
(9)
|
|
|
|
|
|
|
0.72
|
|
|
|
11/25/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,133
|
|
|
|
|
|
|
|
|
|
1.
|
Fully
vested.
|
|
|
2.
|
Vest
in equal increments on 5/25/2017, 5/25/2018 and 5/25/2019.
|
|
|
3.
|
Vest
in equal increments on 11/25/2017, 11/25/2018, and 11/25/2019.
|
|
|
4.
|
Vest
in equal increments on 5/1/2017 and 5/1/2018.
|
|
|
5.
|
Vest
in equal increments on 5/25/2017, 5/25/2018 and 5/25/2019.
|
|
|
6.
|
Vest
in equal increments on 11/25/2017, 11/25/2018 and 11/25/2019.
|
|
|
7.
|
Vest
in equal increments on 5/18/2017 and 5/18/2018.
|
|
|
8.
|
Vest
in equal increments on 5/25/2017, 5/25/2018 and 5/25/2019.
|
|
|
9.
|
Vest
in equal increments on 11/25/2017, 11/25/2018, and 11/25/2019.
|
DIRECTOR
COMPENSATION
The
following table summarizes the compensation paid to our directors that were not employees for the fiscal year ended December 31,
2016. A director who is a Company employee does not receive any compensation for service as a director. The compensation received
by directors that are employees of the Company is shown above in the summary compensation table. We reimburse all directors for
expenses incurred in their capacity as directors.
Name
|
|
Fees
Earned or Paid in Cash ($)
|
|
|
Stock
Awards ($)
|
|
|
Option
Awards ($)
|
|
|
Non-Equity
Incentive Plan Compensation ($)
|
|
|
Nonqualified
Deferred Compensation Earnings ($)
|
|
|
All
Other Compensation ($)
|
|
|
Total
($)
|
|
Arnold
Tinter
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,000
|
(1)
|
|
|
120,000
|
|
Steven Lang
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
Alice Elliot
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alex Ware
|
|
|
|
|
|
|
23,561
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Isabelle Ortiz-Cochet
|
|
|
|
|
|
|
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents
consulting fees paid to Mr. Tinter.
|
|
|
(2)
|
Mr.
Ware joined the board on July 13, 2016.
|
|
|
(3)
|
Ms.
Ortiz-Cochet joined the board on December 16, 2016, and has elected to receive Stock Options for her service beginning in
2017.
|
EQUITY
COMPENSATION PLAN INFORMATION
The
following table provides information, as of December 31, 2016, with respect to equity securities authorized for issuance under
our equity compensation plans:
Plan
Category
|
|
Number
of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights
(a)
|
|
|
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(b)
|
|
|
Number
of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (excluding
securities reflected
in Column (a))(c)
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans
approved by security holders
|
|
|
4,562,442
|
|
|
$
|
0.58
|
|
|
|
10,437,558
|
|
Equity compensation plans not approved
by security holders
|
|
|
800,000
|
|
|
$
|
0.50
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
|
5,362,442
|
|
|
$
|
.58
|
|
|
|
10,437,558
|
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding our shares of common stock beneficially owned as of July 31, 2017 for
(i) each shareholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each Named
Executive Officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially
own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii)
of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options
or warrants or otherwise. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for
our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s
spouse or children.
For
purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common
stock that such person has the right to acquire within 60 days of July 31, 2017. For purposes of computing the percentage of outstanding
shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the
right to acquire within 60 days of July 31, 2017 is deemed to be outstanding, but is not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does
not constitute an admission of beneficial ownership.
Name
and address of beneficial owner
(1)
|
|
Amount
and nature of beneficial ownership
|
|
|
Percent
of class o/s
|
|
Riccardo
Delle Coste
(2) (3) (4) (5) (6) (7)
|
|
|
20,621,266
|
|
|
|
17.32
|
%
|
|
|
|
|
|
|
|
|
|
Steven Lang
(8)
(9) (10) (11)
|
|
|
20,033,061
|
|
|
|
16.84
|
%
|
|
|
|
|
|
|
|
|
|
Joseph Tesoriero
(12)
(13) (14)
|
|
|
663,219
|
|
|
|
0.56
|
%
|
|
|
|
|
|
|
|
|
|
Arnold Tinter
(15)
(16)
|
|
|
950,000
|
|
|
|
0.80
|
%
|
|
|
|
|
|
|
|
|
|
Joe Cugine
(17)
(18) (19)
|
|
|
1,785,492
|
|
|
|
1.50
|
%
|
|
|
|
|
|
|
|
|
|
Alice Elliot
(20)
(21) (22)
|
|
|
678,255
|
|
|
|
0.57
|
%
|
|
|
|
|
|
|
|
|
|
Alexander Ware
(25)
(26) (27)
|
|
|
318,224
|
|
|
|
0.27
|
%
|
|
|
|
|
|
|
|
|
|
Isabelle
Ortiz-Cochet
(28) (29)
2
Allee De Longchamp
Suresnes,
France
|
|
|
33,603
|
|
|
|
0.03
|
%
|
|
|
|
|
|
|
|
|
|
All directors
and officers as a group (8 persons)
|
|
|
45,083,120
|
|
|
|
37.23
|
%
|
|
|
|
|
|
|
|
|
|
Unibel
(30)
2
Allee De Longchamp
Suresnes,
France 92150
|
|
|
23,437,500
|
|
|
|
18.58
|
%
|
|
|
|
|
|
|
|
|
|
Lazarus
Investment Partners LLLP
(31)
3200
Cherry Creek South Drive Suite 670
Denver,
CO 80209
|
|
|
17,234,548
|
|
|
|
14.00
|
%
|
|
|
|
|
|
|
|
|
|
Wolverine
Asset Management, LLC (“WAM”)
(32) (33)
175
West Jackson Blvd. Suite 340
Chicago,
IL 60604
|
|
|
6,501,600
|
|
|
|
5.40
|
%
|
1
|
The
address of those listed, except as noted is c/o Barfresh Food Group Inc., 8383 Wilshire Blvd., Suite 750, Beverly Hills, CA
90211
|
|
|
2
|
Mr.
Delle Coste is the Chief Executive Officer , President and a Director of the Company
|
|
|
3
|
Includes
19,454,156 shares owned by R.D. Capital Holdings PTY Ltd. and of which Riccardo Delle Coste is deemed to be a beneficial owner.
|
|
|
4
|
Includes
383,333 shares underlying options granted.
|
|
|
5
|
Includes
282,647 shares underlying warrants issued in connection with a promissory note the holder of which was R.D. Capital Holdings
PTY Ltd. And of which Riccardo Delle Coste is deemed to be a beneficial owner.
|
|
|
6
|
Includes
25,000 shares underlying warrants issued in connection with a promissory note the holder of which was R.D. Capital Holdings
PTY Ltd. and of which Riccardo Delle Coste is deemed to be a beneficial owner.
|
|
|
7
|
Includes
76,130 shares underlying warrants issued in connection with the purchase of common shares, the holder of which was R.D. Capital
Holdings PTY Ltd. and of which Riccardo Delle Coste is deemed to be a beneficial owner.
|
|
|
8
|
Mr.
Lang is a Director of the Company
|
|
|
9
|
Includes
19,054,828 shares owned by Sidra Pty Limited of which Steven Lang is deemed to be a beneficial owner
|
|
|
10
|
Includes
356,990 shares underlying options granted
|
|
|
11
|
Includes
282,646 shares underlying warrants issued in connection with a promissory note the holder of which is Sidra PTY Limited
|
|
|
12
|
Mr.
Tesoriero is the Chief Financial Officer of the Company
|
|
|
13
|
Includes
58,333 shares underlying options granted.
|
|
|
14
|
Includes
76,629 shares underlying warrants issued in connection with a promissory note and conversion thereof.
|
|
|
15
|
Mr.
Tinter is the Secretary and a Director of the Company
|
|
|
16
|
Includes
356,990 shares underlying options granted
|
|
|
17
|
Mr.
Cugine is President of a subsidiary of the Company and a Director
|
|
|
18
|
Includes
83,333 shares underlying options granted.
|
|
|
19
|
Includes
96,020 shares underlying warrants issued in connection with purchase of common shares.
|
|
|
20
|
Ms.
Elliot is a Director of the Company
|
|
|
21
|
Includes
360,000 shares owned by Elliot-Herbst LP of which Alice Elliot is deemed to be a beneficial owner
|
|
|
22
|
Includes
64,599 shares owned by Elliot-Herbst Family LLC of which Ms. Elliot is deemed to be a beneficial owner
|
|
|
23
|
Includes
123,656 shares underlying options granted
|
|
|
24
|
Includes
130,000 shares underlying warrants issued in connection with purchase of common shares
|
|
|
25
|
Mr.
Ware is a Director of the Company
|
|
|
26
|
Includes
220,599 shares owned by The Alexander Ware Revocable Trust of which Mr. Ware is deemed to be a beneficial owner
|
|
|
27
|
Includes
78,125 shares underlying warrants issued to The Alexander Ware Revocable Trust in connection with purchase of common stock.
|
|
|
28
|
Ms.
Ortiz-Cochet is a Director of the Company
|
|
|
29
|
Includes
33,603 shares underlying options granted
|
|
|
30
|
Includes
7,812,500 shares underlying warrants issued in connection with the purchase of common stock.
|
|
|
31
|
Includes
4,813,230 shares underlying warrants issued in connection with the purchase of common stock.
|
|
|
32
|
Wolverine
Asset Management, LLC (“WAM”) is the investment manager of Wolverine Flagship Fund Trading Limited and has voting
and dispositive power over these securities. The sole member and manager of WAM is Wolverine Holdings, L.P. (“Wolverine
Holdings”). Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc., the
general partner of Wolverine Holdings.
|
|
|
33
|
Includes
2,000,000 shares underlying warrants issued in connection with the purchase of common stock.
|
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our directors and executive
officers and beneficial holders of more than 10% of our common stock to file with the SEC initial reports of ownership and reports
of changes in ownership of our equity securities.
To
our knowledge, based solely upon a review of Forms 3 and 4 and amendments thereto furnished to Barfresh under 17 CFR 240.16a-3(e)
during our most recent fiscal year and Forms 5 and amendments thereto furnished to Barfresh with respect to our most recent fiscal
year or written representations from the reporting persons, we believe that during the fiscal year ended March 31, 2016 our directors,
executive officers and persons who own more than 10% of our common stock complied with all Section 16(a) filing requirements with
the exception of the following: Alexander H. Ware filed a late Form 3 filing and a late Form 4 filing and Riccardo Delle Coste
has not filed one or more Form 4 filings.
PROPOSAL
2: RATIFICATION OF THE APPOINTMENT OF EIDE BAILLY LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
audit committee has reappointed Eide Bailly LLP to audit our consolidated financial statements for fiscal 2017. Eide Bailly LLP,
an independent registered public accounting firm, has served as our independent auditor continuously since March 7, 2012. A representative
from Eide Bailly LLP is not expected to be present at the annual meeting.
Although
stockholder ratification of the appointment is not required by law, we desire to solicit such ratification as a matter of good
corporate governance. If the appointment of Eide Bailly LLP is not approved by a majority of the shares cast at the annual meeting,
the audit committee will consider the appointment of another independent registered public accounting firm for fiscal 2017.
Vote
Required
Ratification
of the independent registered public accounting firm requires the affirmative vote of a majority of the votes cast. For purposes
of the vote on Proposal 2, abstentions and broker non-votes will not be counted as votes cast and thus will have no effect on
the result of the vote although they will count towards the presence of a quorum for Proposal 2. Unless a stockholder indicates
otherwise, each signed proxy will be voted FOR the ratification of the selection of Eide Bailly as the company’s independent
registered public accounting firm.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE
APPOINTMENT
OF EIDE BAILLY LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.
Independent
Registered Public Accounting Firm Fee Information
Aggregate
fees for professional services rendered to the Company by Eide Bailly LLP for the year ended December 31, 2016 and nine months
ended December 31, 2015 were as follows.
|
|
2016
|
|
|
2015
|
|
Audit fees
|
|
$
|
53,208
|
|
|
$
|
39,920
|
|
Audit related fees
|
|
|
|
|
|
|
|
|
Tax fees
|
|
|
13,700
|
|
|
|
|
|
All other fees
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
66,908
|
|
|
$
|
39,920
|
|
As
defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the
audit of our annual financial statements and review of financial statements included in our Form 10-K, or for services that are
normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years;
(ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably
related to the performance of the audit or review of our financial statements and are not reported under “audit fees;”
(iii) “tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice,
and tax planning; and (iv) “all other fees” are fees for products and services provided by our principal accountant,
other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”
Audit
Fees.
The aggregate fees billed for the year end December 31, 2016, and the nine months ended December 31, 2015 were for the
audits of our financial statements and reviews of our interim financial statements included in our annual and quarterly reports.
Audit
Related Fees.
Eide Bailly LLP did not provide us with audit related services for the year ended December 31, 2016, or the
nine months ended December 31, 2015, that are not reported under Audit Fees.
Tax
Fees.
The aggregate tax fees billed for the year end December 31, 2016, were related to the preparation of corporate income
tax returns. No tax fees were paid for the nine months ended December 31, 2015.
All
Other Fees.
Eide Bailly LLP did not provide us with professional services related to “Other Fees” for the year
ended December 31, 2016 or the nine months ended December 31, 2015.
Audit
Committee Pre-Approval Policies and Procedures
Under
the SEC’s rules, an audit committee is required to pre-approve the audit and non-audit services performed by the independent
registered public accounting firm in order to ensure that they do not impair the auditors’ independence. The SEC’s
rules specify the types of non-audit services that an independent auditor may not provide to its audit client and establish the
audit committee’s responsibility for administration of the engagement of the independent registered public accounting firm.
The Company has established an Audit Committee. Accordingly, audit services and non-audit services described in this Item 14 were
pre-approved by an Audit Committee.
There
were no hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for
the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time,
permanent employees.
HOUSEHOLDING
The
SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements
for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single
proxy statement or Notice of Internet Availability of Proxy Materials addressed to those stockholders. This practice, known as
“householding”, is designed to reduce the volume of duplicate information and reduce printing and postage costs.
If
you and others who share your mailing address own our common stock in street name, meaning through bank or brokerage accounts,
you may have received a notice that your household will receive only one annual report and proxy statement or Notice of Internet
Availability of Proxy Materials from each company whose stock is held in such accounts. Unless you responded that you did not
want to participate in householding, you were deemed to have consented to it and a single copy of our proxy statement and annual
report or Notice of Internet Availability of Proxy Materials has been sent to your address.
We
will promptly deliver separate copies of our proxy statement and annual report at the request of any stockholder who is in a household
that participates in the householding of our proxy materials. You may send your request by mail to Barfresh Food Group, Inc.,
8383 Wilshire Blvd., Suite 750, Beverly Hills, California 90211, attention: Arnold Tinter, Secretary or by telephone at (310)
598-7113.
STOCKHOLDER
PROPOSALS FOR 2018 ANNUAL MEETING
Stockholder proposals
for inclusion in our proxy statement: If a stockholder wishes to present a proposal to be included in our proxy statement and
form of proxy for the 2018 Annual Meeting of Stockholders, the proponent and the proposal must comply with the proxy proposal
submission rules of the SEC and namely, Securities Exchange Act Rule 14a-8. One of the requirements is that the proposal be received
by our Secretary no later than April 11, 2018, which is 120 calendar days before August 9, 2018 - the anniversary
date of this Proxy Statement was released to stockholders in connection with the 2016 Annual Meeting. If the date of next year’s
annual meeting is changed by more than 30 days from the anniversary date of this year’s Annual Meeting on September 13,
2018, then the deadline is a reasonable time before we begin to print and mail proxy materials. Proposals we receive after that
date will not be included in the proxy statement for the 2018 Annual Meeting of Stockholders.
Other
stockholder proposals: A stockholder proposal not included in our proxy statement for the 2018 Annual Meeting of Stockholders
will not be eligible for presentation at the meeting unless the stockholder gives timely notice of the proposal in writing to
our Secretary at our principal executive offices and otherwise complies with the provisions of our bylaws. The bylaws provide
that we must have received the stockholder’s notice nor more than 120 days in advance of the one-year anniversary of the
date of the previous year’s Annual Meeting of Stockholders. To be timely, a stockholder proposal not included in our proxy
statement for the 2018 Annual Meeting of Stockholders must be received by our Secretary no later than May 16, 2018, provided,
however, that if the date of the annual meeting is more than thirty (30) days before or sixty (60) days after such anniversary
date, such notice will be timely only if so delivered or mailed and received no later than the later of one hundred twenty (120)
days prior to the date of the meeting or ten (10) days after the first public announcement of the date of the annual meeting.
Except to the extent otherwise required by law, the adjournment of a meeting of stockholders shall not commence a new time period
for the giving of a stockholder’s notice as describe above. The presiding officer of the meeting may refuse to acknowledge
any matter not made in compliance with the foregoing procedure and provisions of our bylaws.
We
urge stockholders to submit all proposals by Certified Mail - Return Receipt Requested. Stockholder proposals should be sent to
8383 Wilshire Blvd., Suite 750, Beverly Hills, California 90211, attention: Arnold Tinter, Secretary.
STOCKHOLDER
ADVISORY VOTES
The
current frequency of stockholder advisory vote on the compensation paid to our Named Executive Officers is every three years.
The next stockholder advisory vote on the compensation paid to our Named Executive Officers and on how frequently we should seek
approval from our stockholders, on an advisory basis, of the compensation paid to our Named Executive Officers will occur at the
Company’s 2019 annual meeting and 2022 annual meeting, respectively.
OTHER
MATTERS WHICH MAY BE PRESENTED FOR ACTION AT THE MEETING
The
Board does not intend to present for action at this annual meeting any matter other than those specifically set forth in the Notice
of Annual Meeting. If any other matter is properly presented for action at the annual meeting, it is the intention of persons
named in the proxy to vote thereon in accordance with their judgment pursuant to the discretionary authority conferred by the
proxy.
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By
Order of the Board of Directors,
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/s/
Riccardo Delle Coste
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Riccardo
Delle Coste
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Chairman
and Chief Executive Officer
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August
9 2017
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