UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a party other than the Registrant ☐
Check
the Appropriate Box:
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material Pursuant to §240.14a-12 |
THE
GLIMPSE GROUP, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement if other than the Registrant)
Payment
of filing fee (Check the appropriate box):
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fee required. |
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
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THE
GLIMPSE GROUP, INC.
15
West 38th St., 12th Fl
New
York, NY 10018
Notice
of Annual Meeting of Stockholders
Date:
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December
15, 2023 |
Time:
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9:30
a.m. EST |
Location: |
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15
West 38th St., 4th Fl
New
York, NY 10018 |
Record
Date: |
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October
10, 2023 |
Proposals:
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1. |
Re-elect
seven directors to the Board of Directors (the “Board”) of The Glimpse Group, Inc. (the “Company”) to serve
on a classified board until their respective class term has run and their successors are duly elected and qualified or until their
earlier resignation or removal; |
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2. |
To
hold an advisory vote on executive compensation (the “Say-on-Pay Proposal”); and |
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3. |
Ratify
the appointment of Hoberman & Lesser CPA’s, LLP (“Hoberman”) as the independent registered public accounting
firm of the Company for the fiscal year ending June 30, 2024. |
THE
BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES TO SERVE AS DIRECTORS IN THEIR DESIGNATED BOARD CLASSES SET FORTH
IN PROPOSAL NO. 1, AND “FOR” PROPOSALS NO. 2, AND NO. 3.
Holders
of record of the Company’s common stock at the close of business on October 13, 2023 (the “Record Date”) will be entitled
to notice of, and to vote at the 2023 annual meeting of stockholders of the Company (the “Meeting”) and any adjournment or
postponement thereof. Each share of common stock entitles the holder thereof to one vote.
Your
vote is important, regardless of the number of shares you own. Even if you plan to attend the Meeting in person, it is strongly recommended
that you complete the enclosed proxy card before the meeting date, to ensure that your shares will be represented at the Meeting if you
are unable to attend.
A
complete list of stockholders of record entitled to vote at the Meeting will be available for 10 days before the Meeting at the principal
executive office of the Company for inspection by stockholders during ordinary business hours for any purpose germane to the Meeting.
This
notice and the enclosed proxy statement are first being mailed to stockholders on or about October 31,2023.
You
are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.
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By
Order of the Board, |
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Date: |
October
31, 2023 |
By: |
/s/
Lyron Bentovim |
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Name: |
Lyron
Bentovim |
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Title: |
Chief
Executive Officer
(Principal
Executive Officer) |
IF
YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” ALL OF THE PROPOSALS
LISTED ABOVE.
Important
Notice Regarding the Availability of Proxy Materials
for
the 2023 Annual Meeting of Stockholders to be held at 9:30 a.m. EST on
The
Notice of the Annual Meeting of Stockholders, this proxy statement, and our Annual Report on Form 10-K for the period ended June 30,
2023 (the “Annual Report”) are available at https://ir.theglimpsegroup.com/filings/.
TABLE
OF CONTENTS
QUESTIONS
AND ANSWERS ABOUT THESE PROXY MATERIALS
Why
am I receiving this proxy statement?
In
this proxy statement, we refer to The Glimpse Group, Inc. as the “Company,” “we,” “us,” or “our.”
This
proxy statement describes the proposals on which our Board would like you, as a stockholder, to vote at the Meeting, which will take
place on December 15, 2023 at 9:30 a.m., EST, at 15 West 38th St., 4th Fl, New York, NY 10018.
Stockholders
are being asked to consider and vote upon proposals to (i) re-elect nine directors to the Board to serve on a classified board until
their respective class term has run and their successors are duly elected and qualified or until their earlier resignation or removal,
(ii) provide an advisory vote on executive compensation (the “Say-on-Pay Proposal”); and (iii) ratify the appointment of
Hoberman & Lesser CPA’s, LLP (“Hoberman”) as our independent registered public accounting firm for the fiscal year
ending June 30, 2024.
This
proxy statement also gives you information on the proposals so that you can make an informed decision. You should read it carefully.
Your vote is important. You are encouraged to submit your proxy card as soon as possible after carefully reviewing this proxy statement.
Who
can vote at the Meeting?
Stockholders
who owned shares of our common stock on the Record Date may attend and vote at the Meeting. There were 16,619,905 shares of common stock
outstanding on the Record Date . All shares of common stock shall have one vote per share. Information about the stockholdings
of our directors, executive officers, and significant stockholders is contained in the section entitled “Security Ownership of
Certain Beneficial Owners and Management” beginning on page 20 of this proxy statement.
What
is the proxy card?
The
card enables you to appoint each of Lyron Bentovim and Maydan Rothblum, each acting alone, as your representative at the Meeting. By
completing and returning the proxy card, you are authorizing this person to vote your shares at the Meeting in accordance with your instructions
on the proxy card. This way, your shares will be voted whether or not you attend the Meeting. Even if you plan to attend the Meeting,
it is strongly recommended to complete and return your proxy card before the Meeting date just in case your plans change. If a proposal
comes up for vote at the Meeting that is not on the proxy card, the proxy will vote your shares, under your proxy, according to his best
judgment.
How
does the Board recommend that I vote?
Our
Board unanimously recommends that stockholders vote “FOR” each of the nominees to serve as directors in their designated
Board classes set forth in proposal No. 1, and “FOR” proposals No. 2 and No.3.
What
is the difference between holding shares as a stockholder of record and as a beneficial owner?
Certain
of our stockholders hold their shares in an account at a brokerage firm, bank, or other nominee holder, rather than holding share certificates
in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Stockholder
of Record/Registered Stockholders
If,
on the Record Date, your shares were registered directly in your name with our transfer agent, ClearTrust, LLC, you are a “stockholder
of record” who may vote at the Meeting, and we are sending these proxy materials directly to you. As the stockholder of record,
you have the right to direct the voting of your shares by returning the enclosed proxy card to us or to vote in person at the Meeting.
Whether or not you plan to attend the Meeting, please complete, date, and sign the enclosed proxy card to ensure that your vote is counted.
Beneficial
Owner
If,
on the Record Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered
the beneficial owner of shares held “in street name,” and these proxy materials are being forwarded to you by your broker
or nominee who is considered the stockholder of record for purposes of voting at the Meeting. As the beneficial owner, you have the right
to direct your broker on how to vote your shares and to attend the Meeting. However, since you are not the stockholder of record, you
may not vote these shares in person at the Meeting unless you receive a valid proxy from your brokerage firm, bank, or other nominee
holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank, or other nominee holder. If you do not
make this request, you can still vote by using the voting instruction card enclosed with this proxy statement; however, you will not
be able to vote in person at the Meeting.
What
are broker non-votes?
Broker
non-votes are shares held by brokers that do not have discretionary authority to vote on the matter and have not received voting instructions
from their clients. Brokers holding shares of record for customers generally are not entitled to vote on “non-routine” matters,
unless they receive voting instructions from their customers. The proposed ratification of the appointment of Hoberman as the Company’s
independent registered public accounting firm for the fiscal year ending June 30, 2024 is considered a “routine” matter.
Accordingly, brokers are entitled to vote uninstructed shares only with respect to the ratification of the appointment of Hoberman as
our independent registered public accounting firm.
If
my bank, broker or other nominee holds my shares in “street name,” will such party vote my shares for me?
For
all “non-routine” matters, not without your direction. Your broker, bank or other nominee will be permitted to vote your
shares on any “non-routine” proposal only if you instruct your broker, bank or other nominee on how to vote. Under applicable
stock exchange rules, brokers, banks or other nominees have the discretion to vote your shares on routine matters if you fail to instruct
your broker, bank or other nominee on how to vote your shares with respect to such matters. The proposals to be voted upon by our stockholders
described in this proxy statement, except for the ratification of the appointment of our independent registered public accounting firm,
are “non-routine” matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions.
The proposed ratification of the appointment of Hoberman as the Company’s independent registered public accounting firm for the
fiscal year ending June 30, 2024 is considered a “routine” matter. Accordingly, brokers, banks and other nominees are entitled
to vote uninstructed shares only with respect to the ratification of the appointment of Hoberman as our independent registered public
accounting firm. Therefore, it is important that you instruct your broker, bank or nominee on how you wish to vote your shares.
How
do I vote my shares if I hold my shares in “street name” through a bank, broker or other nominee?
If
you hold your shares as a beneficial owner through a bank, broker or other nominee, you should have received instructions on how to vote
your shares from your broker, bank or other nominee. Please follow their instructions carefully. You must provide voting instructions
to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to
ensure your shares are voted in the way you would like at the Meeting.
How
do I vote?
If
you were a stockholder of record of the Company’s common stock on the Record Date, you may vote in person at the Meeting or by
submitting a proxy. Each share of common stock that you own in your name entitles you to one vote, in each case, on the applicable proposals.
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(1) |
You
may submit your proxy by mail. You may submit your proxy by mail by completing, signing, and dating your proxy card and returning
it in the enclosed, postage-paid, and addressed envelope. If we receive your proxy card prior to the Meeting and if you mark your
voting instructions on the proxy card, your shares will be voted: |
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as
you instruct, and |
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according
to the best judgment of the proxies if a proposal comes up for a vote at the Meeting that is not on the proxy card. |
We
encourage you to examine your proxy card closely to make sure you are voting all of your shares in the Company.
Mark,
sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Broadridge, Inc.
If
you return a signed card, but do not provide voting instructions, your shares will be voted:
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FOR
each nominees to serve as directors in their designated Board classes; |
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FOR
passing an advisory vote on executive compensation; and |
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FOR
the selection of Hoberman as our independent registered public accounting firm for the fiscal year ending June 30, 2024. |
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According
to the best judgment of Maydan Rothblum, the Company’s Chief Financial Officer and Chief Operating Officer, if a proposal comes
up for a vote at the Meeting that is not on the proxy card. |
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(2) |
You
may vote in person at the Meeting. We will pass out written ballots to any stockholder of record who wants to vote at the Meeting. |
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(3) |
You
may vote online. You may use the website www.proxyvote.com to transmit your voting instructions and for electronic delivery
of information up until 11:59 p.m., EST, December 14, 2023. Have your proxy card in hand when you access the website and follow the
instructions to obtain your records and to create an electronic voting instruction form. |
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(4)
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You
may vote via mail. Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return
it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
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(5) |
You
may vote via fax. You may fax your signed voting card to +1-800-690-6903. |
What
happens if I abstain?
If
you abstain, whether by proxy or in person at the Meeting, or if you instruct your broker, bank or other nominee to abstain your abstention
will not be counted for or against the proposals, but will be counted as “present” at the Meeting in determining whether
or not a quorum exists.
If
I plan on attending the Meeting, should I return my proxy card?
Yes.
Whether or not you plan to attend the Meeting, after carefully reading and considering the information contained in this proxy statement,
please complete and sign your proxy card, and then return the proxy card in the pre-addressed, postage-paid envelope provided herewith
as soon as possible, so your shares may be represented at the Meeting.
May
I change my mind after I return my proxy?
Yes.
You may revoke your proxy and change your vote at any time before the polls close at the Meeting. You may do this by:
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sending
a written notice to the Secretary of the Company at the Company’s executive offices stating that you would like to revoke your
proxy of a particular date; |
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● |
signing
another proxy card with a later date and returning it to the Secretary before the polls close at the Meeting; or |
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attending
the Meeting and voting in person. |
What
does it mean if I receive more than one proxy card?
You
may have multiple accounts at the transfer agent and/or with brokerage firms. Please sign and return all proxy cards to ensure that all
of your shares are voted.
What
happens if I do not indicate how to vote my proxy?
Signed
and dated proxies received by the Company without an indication of how the stockholder desires to vote on a proposal will be voted in
favor of each director and proposal presented to the stockholders.
Will
my shares be voted if I do not sign and return my proxy card?
If
you do not sign and return your proxy card, your shares will not be voted unless you vote in person at the Meeting.
What
vote is required to re-elect the director nominees as directors of the Company?
The
re-election of each nominee for director requires the affirmative vote of a majority of the voting power of the shares of capital stock
of the Company present in person or represented by proxy at the Meeting and voting thereon, and where a separate vote by class is required,
a majority of the voting power of the shares of that class present in person or represented by proxy at the Meeting and voting thereon.
How
many votes are required to approve the executive compensation?
The
proposal to approve executive compensation requires the affirmative vote of a majority of the votes cast at the Meeting by the holders
of shares of common stock entitled to vote.
How
many votes are required to appoint Hoberman as the Company’s independent registered public accounting firm for fiscal year ending
June 30, 2024?
The
proposal to appoint Hoberman to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2024 requires
the affirmative vote of a majority of the voting power of the shares of capital stock of the Company present in person or represented
by proxy at the Meeting and voting thereon, and where a separate vote by class is required, a majority of the voting power of the shares
of that class present in person or represented by proxy at the Meeting and voting thereon.
Is
my vote kept confidential?
Proxies,
ballots, and voting tabulations identifying stockholders are kept confidential and will not be disclosed, except as may be necessary
to meet legal requirements.
Where
do I find the voting results of the Meeting?
We
will announce voting results at the Meeting and also file a Current Report on Form 8-K with the U.S. Securities and Exchange Commission
(the “SEC”) reporting the voting results.
Who
can help answer my questions?
You
can contact the Company’s CFO & COO, Maydan Rothblum, at (917) 292-2685 or via email maydan@theglimpsegroup.com or by sending
a letter to the offices of the Company at 15 West 38th St., 12th Fl, New York, NY 10018, with any questions about proposals described
in this proxy statement or how to execute your vote.
GENERAL
INFORMATION ABOUT THE MEETING AND VOTING
We
are furnishing this proxy statement to you, as a stockholder of The Glimpse Group, Inc., as part of the solicitation of proxies by our
Board for use at the Meeting to be held on December 15, 2022, and any adjournment or postponement thereof. This proxy statement is first
being furnished to stockholders on or about October 31, 2022. This proxy statement provides you with information you need to know to
be able to vote or instruct your proxy how to vote at the Meeting.
Date,
Time, and Place of the Meeting |
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The
Meeting will be held on December 15, 2023, at 9:30 a.m., EST, at 15 West 38th St., 4th Fl, New York, NY 10018, or such other date,
time, and place to which the Meeting may be adjourned or postponed. |
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Purpose
of the Meeting |
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At
the Meeting, the Company will ask stockholders to consider and vote upon the following proposals: |
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1. |
Re-elect
seven directors to the Board to serve on a classified board until their respective class term has run and their successors are duly
elected and qualified or until their earlier resignation or removal; |
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2. |
To
hold an advisory vote on executive compensation; and |
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3. |
Ratify
the appointment of Hoberman as the independent registered public accounting firm of the Company for the fiscal year ending June 30,
2024. |
Record
Date and Voting Power |
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Our
Board fixed the close of business on October 13, 2023, as the record date for the determination of the outstanding shares of common
stock entitled to notice of, and to vote on, the matters presented at the Meeting. As of the Record Date, there were 16,619,905 shares
of common stock outstanding. Each share of common stock entitles the holder thereof to one vote. |
Quorum
and Required Vote |
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A
quorum of stockholders is necessary to hold a valid meeting. A quorum will be present at
the meeting if the holders of one-third (33 1/3%) of the voting power of the outstanding
shares of capital stock of the Company entitled to vote at the Meeting is represented in
person or by proxy. Abstentions and broker non-votes (i.e., shares held by brokers on behalf
of their customers, which may not be voted on certain matters because the brokers have not
received specific voting instructions from their customers with respect to such matters)
will be counted solely for the purpose of determining whether a quorum is present at the
Meeting.
Proposal
No. 1 (re-election of nine directors) requires the affirmative vote of a majority of the voting power of the shares of capital stock
of the Company present in person or represented by proxy at the Meeting and voting thereon, and where a separate vote by class is
required, a majority of the voting power of the shares of that class present in person or represented by proxy at the meeting and
voting thereon. Abstentions and broker non-votes will have no effect on the re-election of directors; and
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Proposal
No. 2 (ratification of Say-on-Pay Proposal) requires the affirmative vote of a majority of
the voting power of the shares of capital stock of the Company present in person or represented
by proxy at the Meeting and voting thereon, and where a separate vote by class is required,
a majority of the voting power of the shares of that class present in person or represented
by proxy at the meeting and voting thereon. Abstentions and broker non-votes will have no
direct effect on the outcome of this proposal.
Proposal
No. 3 (ratification of appointment of Hoberman to serve as our independent registered public
accounting firm for fiscal year ending June 30, 2023) requires the affirmative vote of a
majority of the voting power of the shares of capital stock of the Company present in person
or represented by proxy at the Meeting and voting thereon, and where a separate vote by class
is required, a majority of the voting power of the shares of that class present in person
or represented by proxy at the meeting and voting thereon. |
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Revocability
of Proxies |
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Any
proxy may be revoked by the person giving it at any time before it is voted. A proxy may be revoked by (A) sending to our Secretary,
at The Glimpse Group, Inc., 15 West 38th St., 12th Fl, New York, NY 10018, either (i) a written notice of revocation bearing a date
later than the date of such proxy or (ii) a subsequent proxy relating to the same shares, or (B) by attending the Meeting and voting
in person. |
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Proxy
Solicitation Costs |
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The
cost of preparing, assembling, printing, and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting
proxies relating to the Meeting, will be borne by the Company. If any additional solicitation of the holders of our outstanding shares
of common stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly. The solicitation
of proxies by mail may be supplemented by telephone, telegram, and personal solicitation by officers, directors, and other employees
of the Company, but no additional compensation will be paid to such individuals. |
No
Right of Appraisal |
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None
of Nevada law, our Certificate of Incorporation, or our Bylaws provides for appraisal or other similar rights for dissenting stockholders
in connection with any of the proposals to be voted upon at the Meeting. Accordingly, our stockholders will have no right to dissent
on any of the proposals presented at the Meeting. |
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Who
Can Answer Your Questions about Voting Your Shares |
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You
can contact the Company’s CFO & COO, Maydan Rothblum, at (917) 292-2685 or via email maydan@theglimpsegroup.com or by sending
a letter to the offices of the Company at 15 West 38th St., 12th Fl, New York, NY 10018, with any questions about proposals described
in this proxy statement or how to execute your vote. |
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Principal
Offices |
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The
principal executive offices of our Company are located at 15 West 38th St., 12th Fl, New York, NY 10018. The Company’s telephone
number is (917) 292-2685. |
PROPOSAL
NO. 1 — RE-ELECTION OF DIRECTORS
Our
Board is composed of nine members. In accordance with our articles of incorporation and in connection with this year’s Meeting,
our Board is implementing a classified board of directors consisting of three classes with three directors per class, each serving staggered
three-year terms, all of whom have been nominated by the Nominating and Corporate Governance Committee of our Board (the “Nominating
Committee”) and approved by our Board to stand for re-election as directors of the Company. Unless such authority is withheld,
proxies will be voted for the re-election of the persons named below, each of whom has been designated as a nominee. If, for any reason,
any nominee/director becomes unavailable for re-election, the proxies will be voted for such substitute nominee(s) as the Board may propose.
At
this year’s Meeting, all director nominees will stand for re-election to one of three classes with staggered three-year terms.
Going forward, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing
for the remainder of their respective three-year terms. In connection with the year’s Meeting, our current directors were divided
among three classes as follows:
| ● | The
proposed Class I directors will be Ian Charles and Jeff Meisner, and their terms will continue
until the 2024 annual meeting; |
| ● | The
proposed Class II directors will be Maydan Rothblum, Jeff Enslin and Alexander Ruckdaeschel,
and their terms will continue until the 2025 annual meeting; |
| ● | The
proposed Class III directors will be Lem Amen and Lyron Bentovim and their terms will continue
until the 2026 annual meeting. |
Each
director’s term will continue until the expiration of their respective class term and until the election and qualifications of
their successor, or their earlier death, resignation or removal. This classification of our board of directors may have the effect of
delaying or preventing changes in control of our company.
We
believe that the collective skills, experiences, and qualifications of our directors provide our Board with the expertise and experience
necessary to advance the interests of our stockholders. While the Nominating Committee of our Board does not have any specific, minimum
qualifications that must be met by each of our directors, the Nominating Committee uses a variety of criteria to evaluate the qualifications
and skills necessary for each member of the Board. In addition to the individual attributes of each of our current directors described
below, we believe that our directors should have the highest professional and personal ethics and values, consistent with our longstanding
values and standards. They should have broad experience at the policy-making level in business, exhibit commitment to enhancing stockholder
value, and have sufficient time to carry out their duties and to provide insight and practical wisdom based on their past experiences.
The
director nominees recommended by the Board are as follows:
the
board recommends the RE-election of these nominees to serve as directors in these Board
classes:
Name |
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Class |
|
Age |
|
Position |
Executive
Officers |
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|
Lyron
Bentovim |
|
III |
|
54 |
|
President,
Chief Executive Officer and Chairman of the Board |
Maydan
Rothblum |
|
II |
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50 |
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Chief
Operating Officer, Chief Financial Officer, Secretary, Treasurer, and Director |
Jeff
Meisner |
|
I |
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62 |
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Chief
Revenue Officer and Director |
Non-Executive
Directors |
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Ian
Charles |
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I |
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55 |
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Independent
Director and Chair of Audit Committee |
Jeff
Enslin |
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II |
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57 |
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Independent
Director and Chair of Governance Committee |
Lemuel
Amen |
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III
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57 |
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Independent
Director and Chair of Strategy Committee |
Alexander
Ruckdaeschel |
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II |
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51 |
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Independent
Director and Chair of Compensation Committee |
Nominee
Information
Lyron
Bentovim has been President and Chief Executive Officer since he co-founded the Company in 2016. From July 2014 to August 2015,
Mr. Bentovim was Chief Operating Officer and Chief Financial Officer of Top Image Systems, a Nasdaq-listed company. From March 2013 to
July 2014, Mr. Bentovim served as Chief Operating Officer and Chief Financial Officer of NIT Health and Chief Operating Officer and Chief
Financial Officer and Managing Director at Cabrillo Advisors. From August 2009 until July 2012, Mr. Bentovim served as the Chief Operating
Officer and Chief Financial Officer of Sunrise Telecom, Inc. a Nasdaq-listed company. Prior to Sunrise Telecom, Inc., from January 2002
to July 2009, Mr. Bentovim was a Portfolio Manager for Skiritai Capital LLC, an investment advisor. Prior to Skiritai Capital LLC, Mr.
Bentovim served as the President, Chief Operating Officer and co-founder of WebBrix, Inc. Mr. Bentovim serves on the board of directors
of Manhattan Bridge Capital, a Nasdaq-listed company, and has served on the board of directors of the following publicly traded companies:
Blue Sphere, RTW Inc., Ault, Inc., Top Image Systems Ltd., Three-Five Systems Inc., Sunrise Telecom Inc., and Argonaut Technologies Inc.
Additionally, Mr. Bentovim was a Senior Engagement Manager with strategy consultancies USWeb/CKS, Mitchell Madison Group LLC and McKinsey
& Company Inc. Mr. Bentovim has an MBA from Yale School of Management and a law degree from the Hebrew University, Israel.
Maydan
Rothblum has been Chief Operating Officer and Chief Financial Officer since he co-founded the Company in 2016 and a member of
our board of directors since July 2021. From 2004 to 2016, Mr. Rothblum served as the co-founder, Managing Director and Chief Operating
Officer of Sigma Capital Partners, a middle-market private equity firm focused on making negotiated investments directly onto the balance
sheets of, primarily, small-to-mid sized publicly traded technology companies. In addition to his role as principal investor, Mr. Rothblum
oversaw the fund’s portfolio, managed the fund’s day-to-day operations and financial reporting. Prior to working at Sigma
Capital Partners, Mr. Rothblum held positions at Apax Partners, a global private equity fund, and Booz, Allen & Hamilton, a global
strategic consultancy. Additionally, Mr. Rothblum served as an Engineer for the Israel Defense Forces. Mr. Rothblum holds an MBA from
Columbia Business School and a BS in Industrial Engineering and Management from the Technion - Israel Institute of Technology.
Jeff
Meisner has been Chief Revenue Officer and a member of our board of directors since February 2022. Mr. Meisner is the General
Manager of Sector 5 Digital, LLC a wholly owned subsidiary of the Company. From 2014 to 2022, Mr. Meisner was the CEO of S5D, an immersive
technology company focused on creating innovative Virtual Reality, Augmented Reality, and other digital experiences, which was acquired
by the Company, as described above. From 2001 to 2019, Mr. Meisner was Chief Executive Officer and founder of Skyline Sector 5, an experiential
marketing company focused on the trade show and event industry. Prior to 2001, Mr. Meisner held various business development, operations
and executive roles for a number of technology companies. Additionally, Mr. Meisner currently serves on the Board of Directors of Cristo
Rey Fort Worth, a non-profit college preparatory high school for economically disadvantaged youth. Mr. Meisner holds a BASc. in Electrical
Engineering from The University of Waterloo in Ontario, Canada.
Ian
Charles has served as a member of our board of directors since January 2022 and as the Chair of the Company’s Audit Committee
since January 2022. Mr. Charles has approximately 25 years of executive leadership experience in technology, public markets, mergers
and acquisitions, and multinational operations. Since 2022, Mr. Charles has served as the Chief Financial Officer of Filevine, a provider
of legal SaaS solutions. From 2019 to 2021, Mr. Charles served as the Chief Financial Officer of Scoop Technologies, Inc., a workplace
management software provider. From 2014 to 2019, Mr. Charles served as the Chief Financial Officer of Planful (formerly Host Analytics),
a financial planning and analysis platform that provides financial planning, consolidation, reporting and analytics.
Jeff
Enslin has served as a member our board of directors since July 2018 and as the Chair of the Company’s Governance Committee
since January 2022. Mr. Enslin was previously the Chair of the Company’s Audit Committee from 2018 to 2021. From 1995 to 2018,
Mr. Enslin was a senior partner and senior portfolio manager at Caxton Associates LP, a macro-focused hedge fund. Mr. Enslin is the founder
and managing member of Perimetre Capital LLC since 2018, where he actively manages a wide portfolio of early stage technology investments.
Mr. Enslin has served on the Investment Committees at Lehigh University (2010 to 2019) and the Peddie School (2010 to present, Advisory
Trustee). Mr. Enslin is an active mentor at both Creative Destruction Labs and Endless Frontier Labs. Mr. Enslin received his MBA in
finance and international business from New York University’s Stern School of Business and his B.S. in Finance from Lehigh University.
Lemuel
Amen has served as a member of our board of directors since May 2021 and as the Chair of the Company’s Strategy Committee
since January 2022. Mr. Amen is the Founder and Chairman of Altius Manufacturing Group, LLC, an equity growth management firm, and has
held senior executive positions and led global business units for Electronic Data Systems (EDS) and 3M. Mr. Amen has served on the board
of directors for a privately held technology firm, AbeTech Inc., since 2009, and on the board of advisors of a privately held industrial
firm, Diversified Chemical Technology, Inc., since 2018. Additionally, Mr. Amen is an experienced board governance professional serving
high-growth technology, industrial services, and application software firms. Prior board governance service positions include: Chairman
of the board of directors for Viking Engineering and Development Inc. (2011 to 2017); board director and operating committee member for
Bauer Welding & Metal Fabricators, Inc. (2013 to 2016); and board President and lead director for HighJump Software, Inc. (2005 to
2008). Mr. Amen served as Chairman for the Federal Reserve Bank of Minneapolis, Ninth District Advisory Council from 2012 to 2015. Additional
governance and board director service post includes: University of Michigan – Dearborn, College of Business, Board of Advisors
(2019 to present); State of Minnesota Governor’s Workforce Development Council (2016 to 2019); Ordway Center for the Performing
Arts (2015 to 2018); Junior Achievement Worldwide Inc., Global Board of Directors (2003 to 2008); and Northwestern University, McCormick
School of Engineering & Computer Science, Industrial Advisory Board (2000 to 2006). Mr. Amen earned his M.S. in Civil and Environmental
Engineering from Northwestern University, and his B.S. in Mechanical Engineering at California State University-Northridge.
Alexander
Ruckdaeschel has served as a member of our board of directors since July 2021 and as the Chair of the Company’s Compensation
Committee since January 2022. Mr. Ruckdaeschel has worked in the financial industry for over 20 years in the U.S. and Europe as a co-founder,
partner and senior executive. Since 2012 and until recently, he served on the board of directors of Vuzix, a Nasdaq listed company and
a leading supplier of smart glasses and AR technology products and services and was the Chairman of Vuzix’s compensation committee.
Mr. Ruckdaeschel co-founded Herakles Capital Management and AMK Capital Advisors in 2008. He was also a partner with Alpha Plus Advisors
and Nanostart AG, where he was the head of their U.S. group. Mr. Ruckdaeschel has significant experience in startup operations as the
manager of DAC Nanotech-Fund and Biotech-Fund, and sits on several boards. Following service in the German military, Mr. Ruckdaeschel
was a research assistant at Dunmore Management focusing on intrinsic value and identifying firms that were undervalued and had global
scale potential.
Corporate
Governance Practices and Policies
Board
and Committee Independence
The
Board determines whether each of our directors is considered independent. For a director to be considered independent, the director must
meet the bright-line independence standards under the Nasdaq listing standards. The Board must also affirmatively determine that, in
its opinion, each director has no relationship that would interfere with the directors’ exercise of independent judgment in carrying
out the director’s responsibilities. In addition to the Nasdaq listing standards, the Board will consider all relevant facts and
circumstances in determining whether a director is independent. There are no family relationships among any of our directors and executive
officers. The Board has determined that the following nominees satisfy the independence requirements of Nasdaq: Ian
Charles, Jeff Enslin, Lemuel Amen and Alexander Ruckdaeschel.
Board
Committees and Meetings
The
Board held five meetings during fiscal year 2023. No director attended fewer than 75% of the aggregate number of all meetings
of the Board and committees on which he or she served during fiscal year 2023. The Company expects the directors to attend the Meeting
either in person or by conference call.
Board
Committees
The
Board has created four standing committees: an Audit Committee, a Compensation Committee, Strategy Committee and a Nominating and Corporate
Governance Committee. The Board has adopted a formal, written charter for each of the committees under which each committee operates.
The charters can be found in the Corporate Governance section of the Investor Relations tab on the Company’s website at https://ir.theglimpsegroup.com/corpgov/.
As a matter of routine corporate governance, each committee intends to review its charter and practices on an annual basis to determine
whether its charter and practices are consistent with listing standards of Nasdaq.
Committee
Composition
Director |
|
Audit
Committee |
|
Compensation
Committee |
|
Nominating
Committee |
|
Strategy
Committee |
Sharon
Rawlings* |
|
|
|
(1) |
|
|
|
|
Ian
Charles |
|
(1)
(2) |
|
|
|
(1) |
|
|
Jeff
Enslin |
|
(1)
|
|
(1) |
|
(1)
(2) |
|
(1) |
Lemuel
Amen** |
|
(1) |
|
|
|
|
|
(1)
(2) |
Alexander
Ruckdaeschel |
|
|
|
(1)
(2) |
|
(1) |
|
(1) |
(1) |
Committee
member. |
|
|
(2) |
Committee
chair. |
*
Mrs. Rawlings has notified the Board that she will not be seeking re-election at the Annual Meeting and will continue to serve until
the expiration of her term.
**
Mr. Amen, upon Mrs. Rawlings departure, will assume a position on the compensation committee upon re-election.
Audit
Committee
Upon
re-election, Ian Charles, Lemuel Amen, and Jeff Enslin will be members of our Audit Committee of the Board (the “Audit Committee”)
for fiscal year 2024, where Ian Charles shall continue to serve as the chairman. All members of our Audit Committee satisfy the independence
standards promulgated by the SEC and by Nasdaq as such standards apply specifically to members of Audit Committees.
The
primary purpose of our audit committee is to provide assistance to the board of directors in fulfilling its oversight responsibility
to the shareholders and others relating to (1) the integrity of the Company’s financial statements, (2) the effectiveness of the
Company’s internal control over financial reporting, (3) the Company’s compliance with legal and regulatory requirements,
and (4) the independent auditor’s qualifications and independence. Specific responsibilities of our audit committee include:
|
● |
Reviewing
and reassessing the charter at least annually and obtaining the approval of the board of directors; |
|
|
|
|
● |
Reviewing
and discussing quarterly and annual audited financial statements; |
|
|
|
|
● |
Discussing
the Company’s policies on risk assessment and risk management; |
|
|
|
|
● |
Discussing
with the independent auditor the overall scope and plans for their audit, including the adequacy of staffing and budget or compensation;
and |
|
|
|
|
● |
Reviewing
and approving related party transactions; |
Our
Audit Committee previously operated under a written charter, adopted by our board of directors on November 21, 2018. On April 14, 2021,
the Board approved the adoption of our Amended and Restated Audit Committee Charter. Our Audit Committee now operates under the Amended
and Restated Audit Committee Charter. Our Audit Committee will review and reassess the adequacy of the written charter on an annual basis.
The
Audit Committee held four meetings in fiscal year 2023.
Compensation
Committee
Upon
re-election, Alexander Ruckdaeschel Lemuel Amen and Jeff Enslin will be members of our Compensation Committee of the Board (the
“Compensation Committee”) and Mr. Alexander Ruckdaeschel shall serve as the chairman. The Board has affirmatively
determined that each member of the Compensation Committee meets the additional independence criteria applicable to compensation
committee members under Nasdaq and SEC rules.
The
primary purpose of our compensation committee is to discharge the responsibilities of our board of directors with respect to all forms
of compensation for the Company’s executive officers and to administer the Company’s equity incentive plan for employees.
Specific responsibilities of our compensation committee include:
|
● |
Reviewing
and overseeing the Company’s overall compensation philosophy, and overseeing the development and implementation of compensation
programs aligned with the Company’s business strategy; |
|
|
|
|
● |
Determining
the form and amount of compensation to be paid or awarded to the Chief Executive Officer (“CEO”) and all other executive
officers of the Company; |
|
|
|
|
● |
Annually
reviewing and approving all matters related to CEO compensation; |
|
|
|
|
● |
Reviewing,
adopting, amending, and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans,
change-of-control protections, and any other compensatory arrangements for our executive officers and other senior management; and |
|
|
|
|
● |
Reviewing
and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy. |
Our
Compensation Committee previously operated under a written charter, adopted by our board of directors on November 21, 2018. On April
14, 2021, the Board approved the adoption of our Amended and Restated Compensation Committee Charter. Our Compensation Committee now
operates under the Amended and Restated Compensation Committee Charter. Our Compensation Committee will review and reassess the adequacy
of the written charter on an annual basis.
The
Compensation Committee held eight meetings in fiscal year 2023.
Nominating
and Corporate Governance Committee
Upon
re-election, Jeff Enslin, Alexander Ruckdaeschel and Ian Charles will be the members of our Nominating Committee, where Mr. Jeff Enslin
shall serve as the chairman. he Nominating and Corporate Governance Committee’s responsibilities include:
|
● |
identifying
individuals qualified to become board members; |
|
|
|
|
● |
recommending
to our board of directors the persons to be nominated for election or appointed as directors and to each board committee; |
|
|
|
|
● |
reviewing
and recommending to our board of directors corporate governance principles, procedures and practices, and reviewing and recommending
to our board of directors proposed changes to our corporate governance principles, procedures and practices from time to time; and |
|
|
|
|
● |
reviewing
and making recommendations to our board of directors with respect to the composition, size and needs of our board of directors. |
Our
Nominating and Corporate Governance Committee operates under a written charter, adopted by our board of directors on April 14, 2021.
Our Nominating and Corporate Governance Committee will review and reassess the adequacy of the written charter on an annual basis.
The
Nominating and Corporate Governance Committee held two meetings in fiscal year 2023.
Strategy
Committee
Upon
re-election, Lem Amen, Alexander Ruckdaeschel, Jeff Enslin and Lyron Bentovim will be the members of our Strategy Committee, where Mr.
Lem Amen shall serve as the chairman. The Strategy Committee’s responsibilities include:
|
● |
identifying
strategic trends within the Company and industry |
|
|
|
|
● |
analyzing
the potential strategic impact of various financial, operational, technological and M&A alternatives |
|
|
|
|
● |
reviewing
and making recommendations to our board of directors with respect to the Company’s strategic directions |
The
Strategy Committee held four meetings in fiscal year 2023.
The
table below provides certain highlights of the diversity characteristics of our directors:
Board
Diversity Matrix (As of October 13, 2023)
Total
Number of Directors - 9
| |
Female | | |
Male | | |
Non-Binary | | |
Did
Not
Disclose
Gender | |
Part I: Gender Identity | |
| | |
| | |
| | |
| |
Directors | |
1 | | |
8 | | |
| | |
| |
| |
| | |
| | |
| | |
| |
Part II: Demographic Background | |
| | |
| | |
| | |
| |
African American or Black | |
| | |
1 | | |
| | |
| |
Alaskan Native or Native American | |
| | |
| | |
| | |
| |
Asian | |
| | |
| | |
| | |
| |
Hispanic or Latinx | |
| | |
| | |
| | |
| |
Native Hawaiian or Pacific Islander | |
| | |
| | |
| | |
| |
White | |
1* | | |
7* | | |
| | |
| |
Two or More Races or Ethnicities | |
| | |
| | |
| | |
| |
LGBTQ+ | |
| | |
| | |
| | |
| |
Did Not Disclose Demographic Background | |
| | |
| | |
| | |
| |
*
The diversity matrix set forth herein is expected to change after the results of the 2023 annual meeting and is only representative of
the Board’s make up as of October 13, 2023.
Board
Role in Risk Oversight
Our
Audit Committee is primarily responsible for overseeing our risk management processes on behalf of the Board, including with respect
to cybersecurity risks. The Audit Committee receives reports from management on at least a quarterly basis regarding management’s
assessment of risks to the Company.
In
addition, the Audit Committee reports regularly to our Board, which also monitors our risk profile. The Audit Committee and the Board
focus on the most significant risks we face and our general risk management strategies, while our management team coordinates responses
to day-to-day risks.
Code
of Conduct and Ethics
We
have adopted a code of conduct and ethics (the “Code of Ethics”) applicable to our directors, officers, and employees in
accordance with applicable federal securities laws and Nasdaq rules. The Code of Ethics is publicly available in the Corporate Governance
section of the Investor Relations tab on the Company’s website at https://ir.theglimpsegroup.com/corpgov/. We intend to post
any amendments to or waivers from the Code of Ethics that apply to our principal executive officer, principal financial officer, and
principal accounting officer, or persons performing similar functions, on our website.
Family
Relationships
There
are no family relationships between or among the director nominees or other executive officers of the Company.
Legal
Proceedings Involving Officers and Directors
To
the knowledge of the Company after reasonable inquiry, no director nominee or executive officers during the past 10 years, or any promoter
who was a promoter at any time during the past five fiscal years, has (1) been subject to a petition under the Federal bankruptcy laws
or any state insolvency law was filed by or against, or a receiver, fiscal agent, or similar officer was appointed by a court for the
business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such
filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such
filing; (2) been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations
and other minor offenses); (3) been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of
any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing,
or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment
company, bank, savings, and loan association or insurance company, or engaging in or continuing any conduct or practice in connection
with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase
or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
(4) been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority
barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph
(3)(i) of this section, or to be associated with persons engaged in any such activity; (5) been found by a court of competent jurisdiction
in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding
by the SEC has not been subsequently reversed, suspended, or vacated; (6) been found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action
or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; (7) been the subject
of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended
or vacated, relating to an alleged violation of: (i) any Federal or State securities or commodities law or regulation; or (ii) any law
or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction,
order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition
order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (8) been the
subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended, or the “Exchange Act” (15 U.S.C. 78c(a)(26)),
any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange,
association, entity, or organization that has disciplinary authority over its members or persons associated with a member.
There
are no material pending legal proceedings to which any of the individuals listed above is party adverse to the Company or any of its
subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
Stockholder
Communications with the Board
We
have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board. Nevertheless, every
effort will be made to ensure that the views of stockholders are heard by the Board, and that appropriate responses are provided to stockholders
in a timely manner. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.
Director
Compensation
Because
we are still in the development stage, our directors do not receive any cash compensation other than reimbursement for expenses incurred
during the performance of their duties or their separate duties as officers of the Company.
The
following table sets forth information concerning equity-based compensation for the fiscal year ending June 30, 2023 of our directors
serving at such time who are not also named executive officers.
Name | |
Fiscal Year | | |
Fees
Earned ($) | | |
Option
Options (1) | | |
Stock
Awards ($) | | |
All
Other Compensation ($) | | |
Total ($) | |
Sharon Rowlands | |
| 2023 | | |
| | | |
$ | 100,000 | | |
| | | |
| | | |
$ | 100,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Jeffrey Enslin | |
| 2023 | | |
| | | |
$ | 100,000 | | |
| | | |
| | | |
$ | 100,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Lemuel Amen | |
| 2023 | | |
| | | |
$ | 100,000 | | |
| | | |
| | | |
$ | 100,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Alexander Ruckdaeschel | |
| 2023 | | |
| | | |
$ | 100,000 | | |
| | | |
| | | |
$ | 100,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ian Charles | |
| 2023 | | |
| | | |
$ | 100,000 | | |
| | | |
| | | |
$ | 100,000 | |
(1) |
The
amounts disclosed represent the approximate aggregate grant date fair value of stock options granted to our named directors during
Fiscal Year 2023 under the 2016 The Glimpse Group Incentive Plan. The assumptions used to compute the fair value are disclosed in
Note 10 to our audited financial statements for Fiscal Year 2023. Such grant date fair values do not take into account any estimated
forfeitures related to service-vesting conditions. These amounts do not reflect the actual economic value that will be realized by
the named director upon the vesting of the stock options, the exercise of the stock options, or the sale of common stock acquired
under such stock options. |
Executive
Officers
Our
current executive officers are as follows:
Name |
|
Age |
|
Position |
Executive
Officers |
|
|
|
|
Lyron
Bentovim |
|
54 |
|
President,
Chief Executive Officer and Chairman of the Board |
Maydan
Rothblum |
|
50 |
|
Chief
Operating Officer, Chief Financial Officer, Secretary, Treasurer, and Director |
D.J.
Smith |
|
47 |
|
Chief
Creative Officer and Director |
Jeff
Meisner |
|
62 |
|
Chief
Revenue Officer and Director |
Tyler
Gates |
|
36 |
|
Chief
Futurist Officer and Board Observer |
Lyron
Bentovim has been President and Chief Executive Officer since he co-founded the Company in 2016. From July 2014 to August 2015,
Mr. Bentovim was Chief Operating Officer and Chief Financial Officer of Top Image Systems, a Nasdaq-listed company. From March 2013 to
July 2014, Mr. Bentovim served as Chief Operating Officer and Chief Financial Officer of NIT Health and Chief Operating Officer and Chief
Financial Officer and Managing Director at Cabrillo Advisors. From August 2009 until July 2012, Mr. Bentovim served as the Chief Operating
Officer and Chief Financial Officer of Sunrise Telecom, Inc. a Nasdaq-listed company. Prior to Sunrise Telecom, Inc., from January 2002
to July 2009, Mr. Bentovim was a Portfolio Manager for Skiritai Capital LLC, an investment advisor. Prior to Skiritai Capital LLC, Mr.
Bentovim served as the President, Chief Operating Officer and co-founder of WebBrix, Inc. Mr. Bentovim serves on the board of directors
of Manhattan Bridge Capital, a Nasdaq-listed company, and has served on the board of directors of the following publicly traded companies:
Blue Sphere, RTW Inc., Ault, Inc., Top Image Systems Ltd., Three-Five Systems Inc., Sunrise Telecom Inc., and Argonaut Technologies Inc.
Additionally, Mr. Bentovim was a Senior Engagement Manager with strategy consultancies USWeb/CKS, Mitchell Madison Group LLC and McKinsey
& Company Inc. Mr. Bentovim has an MBA from Yale School of Management and a law degree from the Hebrew University, Israel.
Maydan
Rothblum has been Chief Operating Officer and Chief Financial Officer since he co-founded the Company in 2016 and a member of
our board of directors since July 2021. From 2004 to 2016, Mr. Rothblum served as the co-founder, Managing Director and Chief Operating
Officer of Sigma Capital Partners, a middle-market private equity firm focused on making negotiated investments directly onto the balance
sheets of, primarily, small-to-mid sized publicly traded technology companies. In addition to his role as principal investor, Mr. Rothblum
oversaw the fund’s portfolio, managed the fund’s day-to-day operations and financial reporting. Prior to working at Sigma
Capital Partners, Mr. Rothblum held positions at Apax Partners, a global private equity fund, and Booz, Allen & Hamilton, a global
strategic consultancy. Additionally, Mr. Rothblum served as an Engineer for the Israel Defense Forces. Mr. Rothblum holds an MBA from
Columbia Business School and a BS in Industrial Engineering and Management from the Technion - Israel Institute of Technology.
D.J.
Smith has been the Chief Creative Officer since he co-founded the company in 2016. Since June 2016, Mr. Smith has served as the
co-founder and Organizer of NYVR Meetup. Prior to co-founding the Company, Mr. Smith served as the Senior Project Manager at Avison Young,
where he managed construction and real estate development projects. From April 2016 to August 2020, Mr. Smith was the Founder of VRTech
Consulting LLC, which provided consulting for real estate development projects and virtual reality. Mr. Smith holds a B.S. in Civil Engineering
from Pennsylvania State University.
Jeff
Meisner has been Chief Revenue Officer and a member of our board of directors since February 2022. Mr. Meisner is the General
Manager of Sector 5 Digital, LLC a wholly owned subsidiary of the Company. From 2014 to 2022, Mr. Meisner was the CEO of S5D, an immersive
technology company focused on creating innovative Virtual Reality, Augmented Reality, and other digital experiences, which was acquired
by the Company, as described above. From 2001 to 2019, Mr. Meisner was Chief Executive Officer and founder of Skyline Sector 5, an experiential
marketing company focused on the trade show and event industry. Prior to 2001, Mr. Meisner held various business development, operations
and executive roles for a number of technology companies. Additionally, Mr. Meisner currently serves on the Board of Directors of Cristo
Rey Fort Worth, a non-profit college preparatory high school for economically disadvantaged youth. Mr. Meisner holds a BASc. in Electrical
Engineering from The University of Waterloo in Ontario, Canada.
Tyler
Gates, as of August 1, 2022, is the General Manager of Brightline Interactive, LLC (BLI), a wholly owned subsidiary of the Company
and serves as the Company’s Chief Futurist Officer and as a non-voting Board Observer of the board of directors. Prior to the closing
of the BLI acquisition, Mr. Gates was the Chief Executive Officer of BLI, and has been with BLI in several executive leadership roles
since 2012. BLI focuses on interactive, spatial and immersive VR & AR technology solutions for training, simulation and brand experiences.
Additionally, Mr. Gates has been the President of the VR/AR Association (VRARA) DC’s Chapter since its inception in 2017 and is
the Host of VRARA’s Everything VR/AR Podcast. VRARA is a global industry association for VR/AR/MR with local chapters in major
cities around the world. Mr. Gates holds a BA Degree in Corporate Communications and Interpersonal Psychology from Lenoir-Rhyne University.
Executive
Compensation
The
following is a summary of the compensation we paid for each of the last three years ended June 30, 2023 and 2022, respectively, to our
Executive Officers.
Name
and Principal Position | |
Fiscal
Year | | |
Salary | | |
Bonus | | |
Stock
Awards ($)
** | | |
Option
Award | | |
Non-Equity Incentive Plan Compensation
($) | | |
Non-Qualified Deferred Compensation Earnings ($) | | |
All
Other Compensation ($) | | |
Total | |
Lyron Bentovim | |
| 2023 | | |
$ | 231,875 | | |
$ | - | | |
| 51,255 | | |
$ | 460,810 | | |
| - | | |
| - | | |
| 331 | | |
$ | 744,271 | |
President & CEO | |
| 2022 | | |
$ | 257,500 | | |
$ | 100,000 | | |
| - | | |
$ | - | | |
| - | | |
| - | | |
| 8,417 | | |
$ | 365,917 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Maydan Rothblum | |
| 2023 | | |
$ | 211,500 | | |
$ | - | | |
| 36,360 | | |
$ | 293,243 | | |
| - | | |
| - | | |
| 4,622 | | |
$ | 545,724 | |
CFO & COO | |
| 2022 | | |
$ | 227,500 | | |
$ | 75,000 | | |
| - | | |
$ | - | | |
| - | | |
| - | | |
| 1,175 | | |
$ | 303,675 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
David J Smith CCO | |
| 2023 | | |
| 189,000 | | |
$ | - | | |
| - | | |
$ | 101,418 | | |
| - | | |
| - | | |
| 1,120 | | |
$ | 291,538 | |
| |
| 2022 | | |
$ | 205,000 | | |
$ | 40,000 | | |
| - | | |
$ | - | | |
| - | | |
| - | | |
| 1,188 | | |
$ | 246,187 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Jeff Meisner | |
| 2023 | | |
$ | 198,000 | | |
$ | - | | |
| 34,042 | | |
$ | - | | |
| - | | |
| - | | |
| 4,602 | | |
$ | 236,644 | |
CRO* | |
| 2022 | | |
$ | 91,667 | | |
$ | - | | |
| - | | |
$ | - | | |
| - | | |
| - | | |
| - | | |
$ | 91,667 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
* Partial from February 1, 2022 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Tyler Gates | |
| 2023 | | |
$ | 175,583 | | |
$ | - | | |
| - | | |
$ | 18,058 | | |
| - | | |
| - | | |
| 3,601 | | |
$ | 197,242 | |
Chief Futurist Officer* | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
* Partial from August 1, 2022 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
*Represents
stock-based compensation in lieu of reduced cash salary
Pay
vs. Performance Comparison
The
following table sets forth information concerning the compensation of our principal executive officer, or “PEO,” and, on
an average basis, the compensation of our other named executive officers, or “NEOs,” for each of the fiscal years ending
June 30, 2023 and 2022, as such compensation relates to our financial performance for each such fiscal year.
Year | | |
Summary compensation
Table Total for CEO (1) | | |
Compensation Actually
Paid to CEO (2) | | |
Average Summary
Compensation Table Total for Non-PEO NEOs(3) | | |
Compensation Actually
Paid to Non-PEO NEOs(4) | | |
Value
of Initial Fixed 100$ Investment Based on(5) Total Shareholder Return | | |
Net Income (Loss) | |
(a) | | |
(b) | | |
(c) | | |
(d) | | |
(e) | | |
(f) | | |
(g) | |
| 2023 | | |
$ | 744,271 | | |
$ | 326,327 | | |
$ | 317,787 | | |
$ | 232,298 | | |
$ | 50.86 | | |
$ | (28,563,283.00 | ) |
| 2022 | | |
$ | 365,917 | | |
$ | 366,228 | | |
$ | 213,843 | | |
$ | 214,006 | | |
$ | 56.86 | | |
$ | (5,966,287.00 | ) |
| (1) | The
dollar amounts reported are the amounts of total compensation reported for our CEO, Lyron
Bentovim, in the Summary Compensation Table for fiscal years 2023 and 2022. |
| (2) | The
dollar amounts reported represent the amount of “compensation actually paid”,
as computed in accordance with SEC rules. The dollar amounts reported are the amounts of
total compensation reported for Mr. Bentovim during the applicable year, but also include
(i) the year-end value of equity awards granted during the reported year, (ii) the change
in the value of equity awards that were unvested at the end of the prior year, measured through
the date the awards vested, or through the end of the reported fiscal year, and (iii) value
of equity awards issued and vested during the reported fiscal year. See Table below for further
information. |
| (3) | The
dollar amounts reported are the average of the total compensation reported for our NEOs,
other than our CEO, in the Summary Compensation Table for fiscal years 2023 and 2022. |
| (4) | The
dollar amounts reported represent the average amount of “compensation actually paid”,
as computed in accordance with SEC rules, for our NEOs, other than our CEO. The dollar amounts
reported are the average of the total compensation reported for our NEOs, other than our
CEO in the Summary Compensation Table for fiscal years 2023 and 2022, but also include (i)
the year-end value of equity awards granted during the reported year, (ii) the change in
the value of equity awards that were unvested at the end of the prior year, measured through
the date the awards vested, or through the end of the reported fiscal year, and (iii) value
of equity awards issued and vested during the reported fiscal year. |
| (5) | Reflects
the cumulative shareholder return over the relevant fiscal year, computed in accordance with
SEC rules, assuming an investment of $100 in our common shares at a price per share equal
to the closing price of our common stock on the last trading day before the commencement
of the earliest applicable fiscal year (June 30, 2021) and the measurement end point of the
closing price of our common stock on the last trading day in the applicable fiscal year.
For FY 2023, the closing price of our common stock on June 30, 2022 was $3.98 and the closing
price of our common stock on June 30, 2023 was $3.56. For FY 2022, the closing price of our
common stock on July 1, 2021 (IPO price) was $7.00 and the closing price of our common stock
on June 30, 2022 was $3.98. |
Relationship
between Pay versus Performance
Our
“total shareholder return,” as set forth in the above table, during the two-year period ended June 30, 2023 decreased by
49% compared to a decrease in “compensation actually paid” to our CEO from $366,228 in FY 2022 to $326,327 in FY 2023 and
an increase in average “compensation actually paid” to our non-CEO NEOs from $214,006 in FY 2022 to $232,298 in FY 2023.
In addition, our net loss increased by 379%, from net loss of approximately $5.97 million in FY 2022 to a net loss of approximately $28.5
million in FY 2023 compared to the aforementioned changes in “compensation actually paid” to our CEO and non-CEO NEOs.
Employment
Agreements
Lyron
Bentovim
On
May 13, 2021, we entered into an executive employment agreement with Mr. Lyron Bentovim. Mr. Bentovim is one of our co-founders and has
been the Company’s President and Chief Executive Officer since its inception. Mr. Bentovim’s employment agreement shall continue
until terminated by either the Company or Mr. Bentovim. Pursuant to Mr. Bentovim’s employment agreement, as of the Company’s
IPO on July 1, 2021, he received an annual base cash salary of $250,000, amended to $265,000 as of January 1, 2022. In addition, Mr.
Bentovim will be eligible to receive performance bonuses as determined by the Compensation Committee.
Maydan
Rothblum
On
May 13, 2021, we entered into an executive employment agreement with Mr. Maydan Rothblum. Mr. Rothblum is one of our co-founders and
has been the Company’s Chief Financial Officer and Chief Operating Officer since its inception. Mr. Rothblum’s employment
agreement shall continue until terminated by either the Company or Mr. Rothblum. Pursuant to Mr. Rothblum’s employment agreement,
as of the Company’s IPO on July 1, 2021 he received an annual cash base salary of $220,000, amended to $235,000 as of January 1,
2022. In addition, Mr. Rothblum will be eligible to receive performance bonuses as determined by the Compensation Committee.
David
J. Smith
On
May 13, 2021, we entered into an executive employment agreement with Mr. David J. Smith. Mr. Smith is one of our co-founders and has
been the Company’s Chief Creative Officer since its inception. Mr. Smith’s employment agreement shall continue until terminated
by either the Company or Mr. Smith. Pursuant to Mr. Smith’s employment agreement, as of the Company’s IPO on July 1, 2021,
he received an annual cash base salary of $200,000, amended to $210,000 as of January 1, 2022. In addition, Mr. Smith will be eligible
to receive performance bonuses as determined by the Compensation Committee.
Jeff
Meisner
On
February 1, 2022, we entered into an executive employment agreement pursuant to which Mr. Meisner, our Chief Revenue Officer, will receive
a base annual salary of $220,000. In addition, Mr. Meisner will be eligible for performance bonuses in accordance with the terms and
conditions of the employment agreement.
Tyler
Gates
On
August 1, 2022, in connection with Mr. Gates’ appointment as Chief Futurist Officer, the Company and Mr. Gates entered into an
executive employment agreement pursuant to which Mr. Gates will receive a base annual salary of $215,000. In addition, Mr. Gates will
be eligible for performance bonuses in accordance with the terms and conditions of the employment agreement. Mr. Gates did not receive
any compensation from the Company in fiscal year 2022.
Equity
Incentive Plan
In
October 2016, our majority shareholders approved our Equity Incentive Plan, as amended (the “Plan”), to be administered by
our compensation committee. Pursuant to the Plan, we are authorized to grant options and other equity awards to employees of the Company
or any subsidiary, non-employee directors or key consultants to the Company, or a subsidiary, and any person who has been offered employment
by the Company or a subsidiary, provided that such prospective employee may not receive any payment or exercise any right relating to
an Award until such person has commenced employment with the Company or a subsidiary (together, the “Eligible Persons”) The
purchase price of each share of common stock purchasable under an award issued pursuant to the Plan, shall be determined by our compensation
committee, in its sole discretion, at the time of grant, but shall not be less than 100% of the fair market of such share of common stock
on the date the award is granted, subject to adjustment. Our compensation committee shall also have sole authority to set the terms of
all awards at the time of grant.
Pursuant
to the Plan, a maximum of 10,000,000 shares of our common stock shall be set aside and reserved for issuance. In addition, subject to
adjustment as provided in the Plan, the share reserve will automatically increase on January 1 of each calendar year, for the period
beginning on January 1, 2022 and ending on (and including) January 1, 2030 (each, an “Evergreen Date”) in an amount equal
to five percent (5%) of the total number of shares of the Company’s common stock outstanding on December 31st immediately preceding
the applicable Evergreen Date (the “Evergreen Increase”). Notwithstanding the foregoing, the Board may act prior to the Evergreen
Date of a given year to provide that there will be no Evergreen Increase for such year, or that the Evergreen Increase for such year
will be a lesser number of shares of the Company’s common stock than would otherwise occur pursuant to the preceding sentence.
Any shares of Stock delivered under the Plan shall consist of authorized and unissued shares or treasury shares. Pursuant to these provisions,
effective January 1, 2023 the number of shares of our common stock set aside for the Plan automatically increased to a total of approximately
11.3 million.
Under
the Plan, an Eligible Person may be granted options, stock appreciation rights, restricted stock, phantom stock, sale phantom stock,
stock granted as a bonus, a performance award, other stock-based awards or an annual incentive award, together with any related right
or interest.
The
term of each award under the Plan shall be for such period as may be determined by the compensation committee, subject to the express
limitations set forth in the Plan.
Unless
earlier terminated by action of the Board of Directors, the Plan will remain in effect until such time as no shares of common stock remains
available for delivery under the Plan and the Company has no further rights or obligations under the Plan with respect to outstanding
awards under the Plan.
Outstanding
Equity Awards
Outstanding
Equity Awards at Fiscal Year-End
The
following table discloses information regarding outstanding equity awards granted or accrued as of June 30, 2023, for our named executive
officers.
Outstanding
Equity Awards |
| |
Option
Awards | | |
Stock
Awards | |
Name | |
Number
of Securities Underlying Unexercised Options (#) Exercisable | | |
Number
of Securities Underlying Unexercised Options (#) Unexercisable | | |
Option
Exercise Price | | |
Option
Expiration Date | | |
Number
of Shares or Units of Stock that have not Vested (#) | | |
Market
Value of Shares or Units of Stock that have not Vested ($) | |
Lyron Bentovim | |
| 32,508 | | |
| - | | |
$ | 4.00 | | |
| 8/1/2028 | | |
| - | | |
| - | |
| |
| 10,836 | | |
| - | | |
$ | 4.00 | | |
| 9/1/2029 | | |
| - | | |
| - | |
| |
| 28,896 | | |
| - | | |
$ | 4.50 | | |
| 1/1/2030 | | |
| - | | |
| - | |
| |
| 2,333 | | |
| - | | |
$ | 4.50 | | |
| 5/1/2030 | | |
| - | | |
| - | |
| |
| 1,167 | | |
| - | | |
$ | 4.50 | | |
| 7/1/2030 | | |
| - | | |
| - | |
| |
| 14,448 | | |
| - | | |
$ | 4.50 | | |
| 1/1/2031 | | |
| - | | |
| - | |
| |
| - | | |
| 121,000 | | |
$ | 7.00 | | |
| 2/15/2033 | | |
| - | | |
| - | |
| |
| - | | |
| 1,089,000 | | |
$ | 7.00 | | |
| 2/15/2033 | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Maydan Rothblum | |
| 250,000 | | |
| - | | |
$ | 2.50 | | |
| 6/20/2027 | | |
| - | | |
| - | |
| |
| 25,008 | | |
| - | | |
$ | 4.00 | | |
| 9/1/2028 | | |
| - | | |
| - | |
| |
| 8,336 | | |
| - | | |
$ | 4.00 | | |
| 9/1/2029 | | |
| - | | |
| - | |
| |
| 22,224 | | |
| - | | |
$ | 4.50 | | |
| 1/1/2030 | | |
| - | | |
| - | |
| |
| 2,333 | | |
| - | | |
$ | 4.50 | | |
| 5/1/2030 | | |
| - | | |
| - | |
| |
| 1,167 | | |
| - | | |
$ | 4.50 | | |
| 7/1/2030 | | |
| - | | |
| - | |
| |
| 11,112 | | |
| - | | |
$ | 4.50 | | |
| 1/1/2031 | | |
| - | | |
| - | |
| |
| - | | |
| 77,000 | | |
$ | 7.00 | | |
| 2/15/2033 | | |
| - | | |
| - | |
| |
| - | | |
| 693,000 | | |
$ | 7.00 | | |
| 2/15/2033 | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
D.J. Smith | |
| 20,004 | | |
| - | | |
$ | 4.00 | | |
| 9/1/2028 | | |
| - | | |
| - | |
| |
| 6,668 | | |
| - | | |
$ | 4.00 | | |
| 9/1/2029 | | |
| - | | |
| - | |
| |
| 14,232 | | |
| - | | |
$ | 4.50 | | |
| 1/1/2030 | | |
| - | | |
| - | |
| |
| 1,333 | | |
| - | | |
$ | 4.50 | | |
| 5/1/2030 | | |
| - | | |
| - | |
| |
| 667 | | |
| - | | |
$ | 4.50 | | |
| 7/1/2030 | | |
| - | | |
| - | |
| |
| 889 | | |
| - | | |
$ | 4.50 | | |
| 11/1/2030 | | |
| - | | |
| - | |
| |
| 11,556 | | |
| - | | |
$ | 4.50 | | |
| 1/1/2031 | | |
| - | | |
| - | |
| |
| 4,500 | | |
| - | | |
$ | 7.00 | | |
| 1/6/2033 | | |
| - | | |
| - | |
| |
| - | | |
| 22,000 | | |
$ | 7.00 | | |
| 2/15/2033 | | |
| - | | |
| - | |
| |
| - | | |
| 198,000 | | |
$ | 7.00 | | |
| 2/15/2033 | | |
| - | | |
| - | |
| |
| 4,500 | | |
| - | | |
$ | 7.00 | | |
| 4/1/2033 | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Jeff Meisner | |
| - | | |
| 120,000 | | |
$ | 7.00 | | |
| 6/1/2033 | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Tyler Gates | |
| 4,608 | | |
| - | | |
$ | 7.00 | | |
| 1/6/2033 | | |
| - | | |
| - | |
| |
| 4,608 | | |
| - | | |
$ | 7.00 | | |
| 4/1/2033 | | |
| - | | |
| - | |
SECTION
16(A) COMPLIANCE
Section
16(a) of the Exchange Act, requires our directors, officers, and persons who own more than 10% of our common stock to file with the SEC
initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. To our knowledge,
based solely on review of the copies of such reports furnished to us, as of the date of this proxy, all Section 16(a) filings applicable
to officers, directors, and greater than 10% stockholders were made.
SECURITIES
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding the beneficial ownership of our common stock by any person known to us to be the beneficial
owner of more than 5% of the outstanding common stock, by directors and certain executive officers, and by all of our directors and executive
officers as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has
beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security or has the
right to acquire securities within 60 days from the Record Date, including options and warrants that are currently exercisable or exercisable
within 60 days from the Record Date.
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares
beneficially owned by them. The calculation of percentage of beneficial ownership is based on 16,619,905 shares of our common stock that
were outstanding as of the Record Date .
Except
as otherwise indicated below, the following table sets forth certain information regarding beneficial ownership of our common stock as
of September 22, 2023 by (1) each of our current directors; (2) each of the executive officers; (3) each person known to us to be the
beneficial owner of more than 5% of the outstanding shares of our common stock based upon Schedules 13G or 13D filed with the SEC; and
(4) all of our directors and executive officers as a group. As of September 22, 2023, there were 14,734,190 shares of our common stock
issued and outstanding.
Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.
Common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of September 22, 2023 are deemed
to be outstanding and to be beneficially owned by the person or group holding such options or warrants for the purpose of computing the
percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership
of any other person or group. Unless otherwise indicated by footnote, to our knowledge, the persons named in the table have sole voting
and sole investment power with respect to all common stock shown as beneficially owned by them, subject to applicable community property
laws.
| |
Common Stock | | |
Percentage
of | |
| |
Beneficially | | |
Common Stock | |
Name of
Beneficial Owner | |
Owned | | |
Owned | |
| |
| | |
| |
Directors and Officers: | |
| | | |
| | |
| |
| | | |
| | |
Lyron L. Bentovim | |
| | | |
| | |
President, Chief Executive Officer
and Chairman of the Board | |
| 1,136,456 | (1) | |
| 7.68 | % |
| |
| | | |
| | |
Maydan Rothblum | |
| | | |
| | |
Chief Operating Officer, Chief Financial | |
| | | |
| | |
Officer, Secretary and Treasurer | |
| 806,630 | (2) | |
| 5.37 | % |
| |
| | | |
| | |
D.J. Smith | |
| | | |
| | |
Chief Creative Officer and Director | |
| 1,066,897 | (3) | |
| 7.23 | % |
| |
| | | |
| | |
Jeff Meisner | |
| | | |
| | |
Chief Revenue Officer and Director | |
| 232,902 | (4) | |
| 1.58 | % |
| |
| | | |
| | |
Tyler Gates | |
| | | |
| | |
Chief Futurist Officer | |
| 116,359 | (5) | |
| 0.79 | % |
| |
| | | |
| | |
Sharon Rowlands | |
| | | |
| | |
Director and Chair of Compensation Committee | |
| 229,179 | (6) | |
| 1.54 | % |
| |
| | | |
| | |
Jeff Enslin | |
| | | |
| | |
Director and Chair of Audit Committee | |
| 450,825 | (7) | |
| 2.99 | % |
| |
| | | |
| | |
Lemuel Amen | |
| | | |
| | |
Director | |
| 142,910 | (8) | |
| 0.97 | % |
| |
| | | |
| | |
Alexander Ruckdaeschel | |
| | | |
| | |
Director | |
| 39,444 | (9) | |
| 0.27 | % |
| |
| | | |
| | |
Ian Charles | |
| | | |
| | |
Director and Chair of Audit Committee | |
| 27,226 | (10) | |
| 0.18 | % |
| |
| | | |
| | |
All officers and directors
(10 persons) | |
| 4,248,828 | | |
| 26.90 | % |
| |
| | | |
| | |
Beneficial owners of more
than 5% | |
| | | |
| | |
| |
| | | |
| | |
VRTech Consulting LLC(11) | |
| 1,002,548 | | |
| 6.82 | % |
| |
| | | |
| | |
Darklight Partners LLC(12) | |
| 1,001,945 | | |
| 6.82 | % |
| |
| | | |
| | |
Kissa Capital LLC(13) | |
| 898,038 | | |
| 6.11 | % |
(1)
Includes: 1,046,268 shares of common stock, of which 1,001,945 shares are owned by Darklight Partners LLC (an entity owned and managed
by Mr. Bentovim) and fully vested options to purchase 90,188 shares of common stock.
(2)
Includes: 486,450 shares of common stock and fully vested options to purchase 320,180 shares of common stock. An additional 3,528 shares
of common stock are held by Mr. Rothblum’s mother.
(3)
Includes: 1,002,548 shares of common stock owned by VRTech Consulting LLC (an entity owned and managed by Mr. Smith) and fully vested
options to purchase 64,349 shares of common stock.
(4)
Represents 232,902 shares of common stock
(5)
Includes: 107,143 shares of common stock and fully vested options to purchase 9,216 shares of common stock.
(6)
Includes: 83,163 shares of common stock, 139,349 fully vested options and 3,334 options that vest within 60 days
(7)
Includes: 94,774 shares owned by Perimetre Capital, LLC (an entity owned and managed by Mr. Enslin), 349,384 fully vested option and
3,334 option that vest within 60 days
(8)
Includes: 100,000 shares of common stock, 36,243 fully vested options and 3,334 options that vest within 60 days
(9)
Includes: 5,000 shares of common stock, 27,777 fully vested options and 3,334 options that vest within 60 days
(10)
Represents 20,559 fully vested options and 3,334 options that vest within 60 days
(11)
VRTech Consulting LLC is an entity owned and managed by Mr. Smith, our Chief Creative Officer and Director.
(12)
Darklight Partners LLC is an entity owned and managed by Mr. Bentovim, our President, Chief Executive Officer and Chairman.
(13)
Kissa Capital LLC is an entity managed by Ariel Imas and having an address of 1775 York Avenue, New York, NY 10128.
Unless
otherwise indicated, the business address of each of the individuals is c/o The Glimpse Group, Inc., 15 West 38 St., 12h Floor,
New York, NY 10018.
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Related
Party Transactions
None.
Director
Independence
The
Board evaluates the independence of each nominee for election as a director of our Company in accordance with the Listing Rules (the
“Nasdaq Listing Rules”) of the Nasdaq Stock Market LLC (“Nasdaq”). Pursuant to these rules, a majority of our
Board must be “independent directors” within the meaning of the Nasdaq Listing Rules, and all directors who sit on our Audit
Committee, Nominating and Corporate Governance Committee and Compensation Committee must also be independent directors.
The
Nasdaq definition of “independence” includes a series of objective tests, such as the director or director nominee is not,
and was not during the last three years, an employee of Glimpse or our Subsidiaries and has not received certain payments from, or engaged
in various types of business dealings with us. In addition, as further required by the Nasdaq Listing Rules, the Board has made a subjective
determination as to each independent director that no relationships exist, which, in the opinion of the Board, would interfere with such
individual’s exercise of independent judgment in carrying out his or her responsibilities as a director. In making these determinations,
the Board reviewed and discussed information provided by the directors with regard to each director’s business and personal activities
as they may relate to the Company and its management.
As
a result, the Board has affirmatively determined that each of Ian Charles, Lemuel Amen, Alexander Ruckdaeschel and Jeff Enslin, are independent
in accordance with the Nasdaq listing rules. The Board has also affirmatively determined that all members of our Audit Committee, Nominating
and Corporate Governance Committee and Compensation Committee are independent directors.
No
family relationships exist between any of our officers or directors.
PROPOSAL
NO. 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION
The
SEC has adopted final rules requiring most public companies to provide stockholders with periodic advisory (non-binding) votes on executive
compensation, also referred to as “say-on-pay” proposals, the frequency of holding say-on-pay vote. The Company presenting
the following proposal, which gives you as a stockholder the opportunity to endorse or not endorse the Company’s compensation for
the named executive officers listed under “Executive Compensation” in this proxy statement and hold such say-on-pay vote
every year, by voting for or against the following resolution.
“RESOLVED,
that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including
the compensation tables and narrative discussion is hereby approved.”
Pursuant
to Rule 14a-21 of the Exchange Act, this vote will not be binding on the Board of Directors or the Compensation Committee and may not
be construed as overruling a decision by the Board of Directors, creating or implying any change to the fiduciary duties of the Board
of Directors or any additional fiduciary duty by the Board of Directors or restricting or limiting the ability of stockholders to make
proposals for inclusion in proxy materials related to executive compensation. The Compensation Committee, however, may take into account
the outcome of the vote when considering future executive compensation arrangements.
Required
Stockholder Vote and Recommendation of Our Board of Directors
In
voting to approve the above resolution, stockholders may vote for the resolution, against the resolution or abstain from voting. This
matter will be decided by the affirmative vote of a majority of the shares present in person or by proxy, provided that a quorum is present.
An abstention is effectively treated as a vote cast against this proposal.
OUR
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
“FOR”
THE RESOLUTION IN THE SAY-ON-PAY PROPOSAL
PROPOSAL
NO. 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
While
stockholder ratification of the Company’s independent registered public accountants is not required by our Certificate of Incorporation,
Bylaws, or otherwise, the Audit Committee and management believe that it is desirable and a matter of good corporate practice for stockholders
to ratify the Company’s selection of the independent registered public accountants. The Audit Committee has selected Hoberman to
serve as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2024. Therefore, we are
requesting that stockholders approve the proposal to ratify the appointment of Hoberman as our independent registered public accounting
firm.
The
Audit Committee values the input of our stockholders. In the event that stockholders do not approve this proposal, the Audit Committee
may reconsider this appointment.
We
have been advised by Hoberman that neither the firm nor any of its associates had any relationship during the last fiscal year with our
Company other than the usual relationship that exists between independent registered public accountant firms and their clients. Representatives
of Hoberman are not expected to attend the Meeting in person and therefore are not expected to be available to respond to any questions.
As a result, representatives of Hoberman will not make a statement at the Meeting.
The
Board recommends that you vote “for” ratifying the appointment of HOBERMAN to serve as the Company’s independent registered
public accounting firm for the FISCAL year endING June 30, 2024.
Fees
Paid to the Independent Registered Public Accounting Firm
The
following is a summary of the fees billed or expected to be billed to us for professional services rendered with respect to the fiscal
years ended June 30, 2023 and 2022:
| |
For the Year
Ended | |
| |
June
30, | |
| |
2023 | | |
2022 | |
Audit fees | |
$ | 158,000 | | |
$ | 119,000 | |
Audit fees in connection with acquisitions | |
| - | | |
| 127,000 | |
Other fees | |
| 9,000 | | |
| 62,000 | |
Total
Fees | |
$ | 167,000 | | |
$ | 308,000 | |
Audit
fees represent fees for respective fiscal year audits, including the review of our quarterly financial statements. Audit fess in connection
with acquisitions represent audits of the pre-acquisition financial statements of S5D and BLI. Other Fees are for the review of our S-1,
Securities Registration Statement
Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
Our
Board of Directors has adopted a policy governing the pre-approval by the Audit Committee of all services, audit and non-audit, to be
provided to our Company by our independent auditors. Under the policy, the Audit Committee has pre-approved the provision by our independent
auditors of specific audit, audit related, tax and other non-audit services as being consistent with auditor independence. Requests or
applications to provide services that require the specific pre-approval of Audit Committee must be submitted to the Audit committee by
the independent auditors, and the independent auditors must advise the board of directors as to whether, in the independent auditor’s
view, the request or application is consistent with the SEC’s rules on auditor independence.
The
Audit Committee has considered the nature and amount of the fees billed by Hoberman & Lesser CPA’s LLP and believes that the
provision of the services for activities unrelated to the audit is compatible with maintaining the independence of Hoberman & Lesser
CPA’s LLP.
Audit
Committee Report
The
primary purpose of the Audit Committee is to assist the Board in fulfilling its responsibility to oversee our financial reporting activities.
The Audit Committee is responsible for reviewing with both our independent registered public accounting firm and management, our accounting
and reporting principles, policies and practices, and our accounting, financial, and operating controls and staff. The Audit Committee
has reviewed and discussed our audited financial statements with management, and has discussed with our independent registered public
accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board’s (the “PCAOB”)
Rule 3200T. Additionally, the Audit Committee has received the written disclosures and the letter from our independent registered public
accounting firm, as required by the applicable requirements of the PCAOB, and has discussed with the independent registered public accounting
firm’s independence. Based upon such review and discussion, the Audit Committee recommended to the Board that the audited financial
statements be included in our Annual Report on Form 10-K for the last fiscal year ended June 30, 2023 for filing with the SEC. The Audit
Committee has also approved, subject to stockholders’ ratification, the appointment of Hoberman to serve as the Company’s
independent registered public accounting firm for the fiscal year ending June 30, 2024.
The
information contained in this proxy statement with respect to the Audit Committee’s report above and the independence of the members
of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall
such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act,
except to the extent that the Company specifically incorporates it by reference in such filing.
OTHER
MATTERS
Our
Board knows of no other matter to be presented at the Meeting. If any additional matter should properly come before the Meeting, it is
the intention of the persons named in the enclosed proxy to vote such proxy in accordance with their judgment on any such matters.
OTHER
IMPORTANT INFORMATION
Deadline
for Submission of Stockholder Proposals for 2024 Annual Meeting of Stockholders
For
any proposal to be considered for inclusion in our proxy statement and form of proxy for submission to the stockholders at our 2024 Annual
Meeting of Stockholders, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act. Such proposals
must be received by the Company at its offices at 15 West 38th St., 12th Fl, New York, NY 10018, no later than 6:00 p.m. of June 30,
2024.
If
we are not notified of a stockholder proposal within a reasonable time prior to the time we send our proxy statement for our 2024 Annual
Meeting of Stockholders, our Board will have discretionary authority to vote on the stockholder proposal, even though the stockholder
proposal is not discussed in the proxy statement. In order to curtail any controversy as to the date on which a stockholder proposal
was received by us, it is suggested that stockholder proposals be submitted by certified mail, return receipt requested, and be addressed
to The Glimpse Group, Inc., 15 West 38th St., 12th Fl, New York, NY 10018. Notwithstanding, the foregoing shall not affect any rights
of stockholders to request inclusion of proposals in our proxy statement pursuant to Rule 14a-8 under the Exchange Act nor grant any
stockholder a right to have any nominee included in our proxy statement.
Proxy
Solicitation
The
solicitation of proxies is made on behalf of the Board and we will bear the cost of soliciting proxies. Broadridge, Inc has been engaged
to assist in the proxy solicitation. Proxies may be solicited through the mail and through telephonic or telegraphic communications to,
or by meetings with, stockholders or their representatives by our directors, officers, and other employees who will receive no additional
compensation therefor. We may also retain a proxy solicitation firm to assist us in obtaining proxies by mail from record and beneficial
holders of shares for the Meeting. If we retain a proxy solicitation firm, we expect to pay such firm reasonable and customary compensation
for its services, including out-of-pocket expenses.
We
request persons such as brokers, nominees, and fiduciaries holding stock in their names for others, or holding stock for others who have
the right to give voting instructions, to forward proxy material to their principals and to request authority for the execution of the
proxy. We will reimburse such persons for their reasonable expenses.
Annual
Report
The
Annual Report is being sent with this proxy statement to each stockholder and is available at https://ir.theglimpsegroup.com/corpgov/
as well as on the SEC’s website at www.sec.gov.
Delivery
of Proxy Materials to Households
Only
one copy of this proxy statement is being delivered to multiple registered stockholders who share an address unless we have received
contrary instructions from one or more of the stockholders. A separate form of proxy and a separate notice of the Meeting are being included
for each account at the shared address. Registered stockholders who share an address and would like to receive a separate copy of this
proxy statement, or have questions regarding the householding process, may contact Broadridge, Inc., by calling +1-800-579-1639, or by
forwarding a written request addressed to Broadridge, Inc., P.O. Box 123456, Suite 500, 51 Mercedes Way, Edgewood, NY 11717 .
Promptly
upon request, a separate copy of this proxy statement will be sent. By contacting Broadridge, Inc., registered stockholders sharing an
address can also (i) notify the Company that the registered stockholders wish to receive separate annual reports to stockholders, proxy
statements, and/or Notices of Internet Availability of Proxy Materials, as applicable, in the future or (ii) request delivery of a single
copy of annual reports to stockholders and proxy statements in the future if registered stockholders at the shared address are receiving
multiple copies.
Many
brokers, brokerage firms, broker/dealers, banks, and other holders of record have also instituted “householding” (delivery
of one copy of materials to multiple stockholders who share an address). If your family has one or more “street name” accounts
under which you beneficially own shares of our common stock, you may have received householding information from your broker, brokerage
firm, broker/dealer, bank, or other nominee in the past. Please contact the holder of record directly if you have questions, require
additional copies of this proxy statement or our Annual Report or wish to revoke your decision to household and thereby receive multiple
copies. You should also contact the holder of record if you wish to institute householding.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
The
Company is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements,
and other information with the SEC. Such reports, proxy statements, and other information are available on the SEC’s website at
www.sec.gov. Stockholders who have questions in regard to any aspect of the matters discussed in this proxy statement should contact
the Company’s CFO & COO, Maydan Rothblum, at (917) 292-2685 or via email maydan@theglimpsegroup.com or by mail at 15 West 38th
St., 12th Fl, New York, NY 10018 or by telephone on (917) 292-2685.
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and the Annual Report
are available at https://ir.theglimpsegroup.com/corpgov/.
Glimpse (NASDAQ:VRAR)
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