SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section
14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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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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Solicitation Material Under Rule 14a-12
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Inventergy Global, 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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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INVENTERGY GLOBAL, INC.
900 E. Hamilton Avenue #180
Campbell, CA 95008
April , 2016
To the Stockholders of Inventergy Global, Inc.:
You are cordially invited to attend the
2016 Annual Meeting of Stockholders (the “
Annual Meeting
”) of Inventergy Global, Inc., a Delaware corporation
(the “
Company
”), to be held at 10:00 a.m. Pacific Time on Monday, June 6, 2016, at the Company headquarters
at 900 E. Hamilton Avenue, Suite 180, Campbell, California 95008 to consider and vote upon the following proposals:
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1.
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The election of two Class II directors to the Company’s Board of Directors (the “
Board
”) to serve until the 2019 Annual Meeting of Stockholders or until their successors are elected and qualified;
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2.
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The ratification of the appointment by the Board of Directors of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016;
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The approval, for purposes of complying with applicable Nasdaq Listing Rules, of the potential issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the Company’s recent financing;
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An amendment to the Inventergy Global, Inc. 2014 Stock Plan, as amended, to increase the number of shares authorized for issuance under the plan by 150,000 shares from 530,545 shares to 680,545 shares;
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5.
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To hold a non-binding advisory vote on compensation of our named executive officers; and
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To undertake such other matters as may properly come before the Annual Meeting or any lawful adjournment or postponement thereof.
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THE BOARD UNANIMOUSLY RECOMMENDS A
VOTE “FOR” THE ELECTION OF THE CLASS II DIRECTOR NOMINEES FOR AND “FOR” EACH OF THE OTHER PROPOSALS TO
BE SUBMITTED AT THE ANNUAL MEETING.
Pursuant to the provisions of the Company’s
bylaws, as amended, the Board of Directors has fixed the close of business on April 14, 2016 as the record date for determining
the stockholders of the Company entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. Accordingly,
only stockholders of record at the close of business on April 14, 2016 are entitled to notice of, and shall be entitled to vote
at, the Annual Meeting or any postponement or adjournment thereof.
Please review in detail the attached notice
and proxy statement for a more complete statement of matters to be considered at the Annual Meeting.
Your vote is very important to us regardless
of the number of shares you own. Whether or not you are able to attend the Annual Meeting in person, please read the proxy statement
and promptly vote your proxy via the internet, by telephone or, if you received a printed form of proxy in the mail, by completing,
dating, signing and returning the enclosed proxy to assure representation of your shares at the Annual Meeting. Granting a proxy
will not limit your right to vote in person if you wish to attend the Annual Meeting and vote in person.
By Order of the Board of Directors,
/s/
Joseph W. Beyers
Joseph W. Beyers
Chairman of the Board and Chief Executive Officer
INVENTERGY GLOBAL, INC.
900 E. Hamilton Avenue #180
Campbell, CA 95008
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 6, 2016
This proxy statement is furnished in connection
with the solicitation of proxies by the Board of Directors (the “
Board
”) of Inventergy Global, Inc. (the “
Company
”)
for use at the 2016 Annual Meeting of Stockholders of the Company and at all adjournments and postponements thereof (the “
Annual
Meeting
”). The Annual Meeting will be held at 10:00 a.m. Pacific Time on Monday, June 6, 2016, at the Company headquarters
at 900 E. Hamilton Avenue, Suite 180, Campbell, California 95008, for the following purposes:
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1.
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The election of two Class II directors to the Company’s Board of Directors (the “
Board
”) to serve until the 2019 Annual Meeting of Stockholders or until their successors are elected and qualified;
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2.
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The ratification of the appointment by the Board of Marcum LLP (the “
Auditor
”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016;
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3.
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The approval, for purposes of complying with applicable Nasdaq Listing Rules, of the potential issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the Company’s recent financing (the “
Nasdaq Proposal
”);
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4.
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An amendment to the Inventergy Global, Inc. 2014 Stock Plan, as amended, to increase the number of shares authorized for issuance under the plan by 150,000 shares from 530,545 shares to 680,545 shares (the “
Incentive Plan Proposal
”);
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To hold a non-binding advisory vote on compensation of our named executive officers; and
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To undertake such other matters as may properly come before the Annual Meeting or any lawful adjournment or postponement thereof.
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The Board unanimously recommends a
vote “FOR” the election of the Class II director nominees and “FOR” each of the other proposals submitted
at the Annual Meeting.
Holders of record of our common stock
at the close of business on April 14, 2016 (the “
Record Date
”) will be entitled to notice of and to vote at
the Annual Meeting or any adjournment or postponement thereof.
However, to assure your representation at the Annual Meeting,
please vote your proxy via the internet, by telephone, or, if you received a printed form of proxy in the mail, by completing,
dating, signing and returning the enclosed proxy.
Even if you have previously submitted your proxy, you may choose to
vote in person at the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please read the proxy statement and
then promptly vote your proxy to ensure your representation at the Annual Meeting. Each share of common stock entitles the holder
thereof to one vote.
We are furnishing proxy materials on the
internet in addition to mailing paper copies of the materials to each of our stockholders of record. If you are not a stockholder
of record, you may cast your vote by visiting
http://www.proxyvote.com.
Whether you are a stockholder of record
or not, you may also have access to the materials for the Annual Meeting by visiting the website:
http://ir.inventergy.com/proxy-information.
Your vote is important, regardless of
the number of shares you own. The affirmative vote of a plurality of the votes cast at the Annual Meeting by the holders of the
common stock is required to elect the director nominees. The affirmative vote of a majority of the votes cast at the Annual Meeting
by the holders of common stock is required to ratify the appointment of the Auditor, to approve the Incentive Plan Proposal, to
approve the Nasdaq Proposal and to approve, on a non-binding basis, the compensation of the Company’s named executive officers.
A complete list of stockholders of record
entitled to vote at the Annual Meeting will be available for ten days before the Annual Meeting at the principal executive offices
of the Company for inspection by stockholders during ordinary business hours for any purpose germane to the Annual Meeting.
You are urged to review carefully the
information contained in the enclosed proxy statement prior to deciding how to vote your shares.
This notice and the attached proxy statement
are first being disseminated to stockholders on or about April , 2016.
By Order of the Board of Directors,
/s/
Joseph W. Beyers
Joseph W. Beyers
Chairman of the Board and Chief Executive Officer
IF YOU RETURN YOUR PROXY CARD WITHOUT
AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE CLASS II DIRECTOR NOMINEES AND EACH OF THE OTHER
PROPOSALS.
THIS NOTICE, THE PROXY STATEMENT, OUR
FORM OF PROXY CARD AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2015 ARE AVAILABLE ON THE INTERNET AT:
HTTP://IR.INVENTERGY.COM/PROXY-INFORMATION.
TABLE OF CONTENTS
PROXY STATEMENT
INVENTERGY
GLOBAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
to be held at 10:00 a.m. Pacific Time on Monday,
June 6, 2016
at the Company headquarters at 900 E. Hamilton Avenue,
Suite 180, Campbell, California 95008
QUESTIONS AND ANSWERS ABOUT THESE
PROXY MATERIALS
Why am I receiving this proxy statement?
The Company has delivered printed versions
of these materials by mail to holders of record and has otherwise made these materials available on the internet in connection
with the Company’s solicitation of proxies for use at our 2016 Annual Meeting of Stockholders (the “
Annual Meeting
”),
which will take place on Monday, June 6, 2016 at 10:00 a.m. Pacific Time, at the Company headquarters at 900 E. Hamilton Avenue,
Suite 180, Campbell, California 95008, and any postponement(s) or adjournment(s) thereof.
This proxy statement gives you information
on each of the proposals put forth by Board of Directors (the “
Board
”) so that you can make an informed decision.
These materials were first sent or given to all stockholders of record entitled to vote at the Annual Meeting on or about April
, 2016.
In this proxy statement, we refer to Inventergy
Global, Inc. as the “Company”, “we”, “us” or “our” or similar terminology.
What is included in these materials?
If you are a holder of our common stock,
par value $0.001 per share, you will have received a printed version of the proxy materials, which include:
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This proxy statement for the Annual Meeting;
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A proxy card along with voting instructions; and
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The Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (the “
Annual Report
”).
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If you are a beneficial owner (as described in
more detail below) of shares of our common stock, you will have received a one-page Notice of Internet Availability of Proxy Materials
(the “
Internet Availability Notice
”) in the mail. By following the instructions on the Internet Availability
Notice, you will have access to:
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This proxy statement for the Annual Meeting; and
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If you are a beneficial owner and requested printed
versions of these materials by mail, you will receive the proxy statement, the Annual Report and the proxy card or voting instruction
form for the Annual Meeting.
Why did I receive a one-page notice in the mail regarding the
internet availability of proxy materials instead of a full set of proxy materials?
Pursuant to rules adopted by the Securities and
Exchange Commission (“
SEC
”), the Company has elected to provide access to its proxy materials via the internet
instead of mailing printed copies for the beneficial holders of the Company’s common stock. Accordingly, the Company is sending
an Internet Availability Notice to the Company’s beneficial stockholders. Most stockholders will not receive printed copies
of the proxy materials unless they request them. Instead, instructions on how to access the proxy materials over the internet or
to request printed proxy materials may be found with the Internet Availability Notice. All stockholders will have the ability to
access the proxy materials on the website referred to in the Internet Availability Notice and all beneficial stockholders will
have the ability to request to receive a printed set of the proxy materials. Stockholders who have not received printed proxy materials
may request to receive the proxy materials in printed form by telephone, mail, by logging on to
http://www.proxyvote.com
or
electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy
materials on the internet to help reduce the environmental impact of our annual meetings.
How can I get electronic access to the proxy materials?
The Internet Availability Notice will provide
you with instructions regarding how to:
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View the Company’s proxy materials for the Annual Meeting on the internet; and
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Instruct the Company to send future proxy materials to you electronically by email.
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Choosing to receive future proxy materials by
email will save the Company the cost of printing and mailing documents to you and will reduce the impact of the Company’s
annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message
next year with instructions containing a link to those materials. Your election to receive proxy materials by email will remain
in effect until you terminate it.
Who can vote at the Annual Meeting of stockholders?
Stockholders who owned shares of our common
stock on April 14, 2016 (the “
Record Date
”) may attend and vote at the Annual Meeting. There were 4,212,220
shares of common stock outstanding on the Record Date. Each share of common stock entitles the holder thereof to one vote.
What is the proxy card?
The proxy card enables you to appoint
Joseph W. Beyers, our Chief Executive Officer and Chairman of the Board, and/or John Niedermaier, our Chief Financial Officer and
Secretary, as your representative at the Annual Meeting. By completing and returning the proxy card (or voting online or by telephone,
if permissible and as described herein), you are authorizing these persons to vote your shares at the Annual Meeting in accordance
with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting. Even
if you plan to attend the Annual Meeting, it is strongly recommended that you complete and return your proxy card before the Annual
Meeting date just in case your plans change. If a proposal comes up for vote at the Annual Meeting that is not on the proxy card,
the proxies will vote your shares, under your proxy, according to their best judgment.
What am I voting on?
You are being asked to vote:
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The election of two Class II directors to the Board to serve until the 2019 Annual Meeting of Stockholders or until their successors are elected and qualified;
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2.
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To ratify the appointment by the Board of Marcum LLP (the “
Auditor
”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016;
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3.
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The approval, for purposes of complying with applicable Nasdaq Listing Rules, of the potential issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the Company’s recent financing (the “
Nasdaq Proposal
”);
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4.
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An amendment to the Inventergy Global, Inc. 2014 Stock Plan, as amended, to increase the number of shares authorized for issuance under the plan by 150,000 shares from 530,545 shares to 680,545 shares (the “
Incentive Plan Proposal
”);
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5.
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To hold a non-binding advisory vote on compensation of our named executive officers; and
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To undertake such other matters as may properly come before the Annual Meeting or any lawful adjournment or postponement thereof.
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How does the Board recommend that I vote?
Our Board unanimously recommends that
the stockholders vote
“FOR”
the election of the Class II director nominees and
“FOR”
each
of the other proposals being put before our stockholders at the Annual Meeting.
What is the difference between holding shares as a stockholder
of record and as a beneficial owner?
Most 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
If, on the Record Date, your shares were
registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are a “stockholder
of record” who may vote at the Annual 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 Annual Meeting. Whether or not you plan to attend the Annual 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 Annual Meeting. As the beneficial owner, you have the right to direct your
broker on how to vote your shares and to attend the Annual Meeting. However, since you are not the stockholder of record, you may
not vote these shares in person at the Annual 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 Annual Meeting.
If I am a holder of record of Common Stock, how do I vote?
There are two ways to vote:
(1) In person.
If you
are a holder of record of our common stock, you may vote in person at the Annual Meeting. The Company will give you a ballot when
you arrive.
(2) By mail.
As described
above, all holders of record of our common stock will receive printed versions of the proxy materials, including the proxy card.
As such, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided.
If I am a beneficial owner of shares of our Common Stock
held in street name, how do I vote?
(1) Via the internet.
You
may vote by proxy via the internet by following the instructions provided by your brokerage firm, bank, broker-dealer or other
similar organization that holds your shares.
(2) Via telephone.
Using
a touch-tone telephone, you may transmit your voting instructions to the number provided in the proxy card.
(3) In person.
If you
are a beneficial owner of shares of our common stock held in street name and you wish to vote in person at the Meeting, you must
obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please
contact that organization for instructions regarding obtaining a legal proxy.
(4) By mail.
You
may vote by mail
. If you request printed copies of the proxy materials by mail, you may vote by proxy by filling out the vote
instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization
that holds your shares.
If I am a beneficial owner of shares of our Common Stock,
how do I request a paper copy of the proxy materials?
There are four ways to request a paper
copy of proxy materials:
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By mail
: You may obtain a paper copy of the proxy materials by writing to us at Inventergy Global, Inc., 900 E. Hamilton Avenue, Suite 180, Campbell, California 95008, Attn: Secretary.
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By telephone
. You may obtain a paper copy of the proxy materials by calling 1-800-579-1639 or the Company at 408-389-3510.
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Via the Internet
: You may obtain a paper copy of the proxy materials by logging on to
http://www.proxyvote.com.
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By Email
: You may obtain a paper copy of the proxy materials by email at sendmaterial@proxyvote.com.
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Please make your request for a paper copy
as instructed above on or before May 25, 2016 to facilitate timely delivery.
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 if I change my mind after I return my proxy?
You may revoke your proxy and change your
vote at any time before the polls close at the Annual Meeting. You may do this by:
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sending a written notice to John Niedermaier, our corporate Secretary, 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 before the polls close at the Annual Meeting; or
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attending the Annual Meeting and voting in person.
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Please note, however, that if your shares
are held of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee that you wish
to change your vote by following the procedures on the voting form provided to you by the broker, bank or other nominee. If your
shares are held in street name, and you wish to attend and vote at the Annual Meeting, you must bring to the Annual Meeting a legal
proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving
you the right to vote your shares.
Will my shares be voted if I do not sign and return my
proxy card?
If your shares are held in street name
or in your name and you do not sign and return your proxy card, your shares will not be voted unless you vote in person at the
Annual Meeting.
How are votes counted?
You may vote “for,” “against,”
or “abstain” on each of the proposals being placed before our stockholders. Abstentions and broker non-votes will be
counted for the purpose of determining whether a quorum is present at the Annual Meeting.
Broker non-votes occur on a matter when
a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given.
These matters are referred to as “non-routine” matters. The election of the Class II directors, the Nasdaq Proposal,
the Incentive Plan Proposal and the non-binding advisory vote on executive compensation are “non-routine.” Thus, in
tabulating the voting result for these proposals, shares that constitute broker non-votes are not considered votes cast on that
proposal. The ratification of the appointment of the Auditor is a “routine” matter and therefore a broker may vote
on this matter without instructions from the beneficial owner as long as instructions are not given.
How many shares must be present or represented to conduct
business at the Annual Meeting?
The quorum requirement for holding the
Annual Meeting and transacting business is that holders of a majority of the common stock outstanding as of the Record Date must
be present in person or represented by proxy. “Broker non-votes”, which are described above, and abstentions are counted
for the purpose of determining the presence of a quorum. In order to meet the quorum requirement for holding the Annual Meeting
and transacting business, holders of at least 2,106,111 shares must be present in person or represented by proxy at the Annual
Meeting.
How many votes are required to elect the Class II director
nominees of the Company?
In the election of the Class II directors,
the two persons receiving the highest number of affirmative votes will be elected.
How many votes are required to ratify the Company’s
independent public accountants?
The affirmative vote of a majority of
the votes cast at the Annual Meeting by the holders of common stock is required to ratify the Auditor as our independent registered
public accounting firm for the year ending December 31, 2016.
How many votes are required to approve the Nasdaq Proposal?
The affirmative vote of a majority of
the votes cast at the Annual Meeting by the holders of common stock is required to approve the Nasdaq Proposal.
How many votes are required to approve the Incentive Plan Proposal?
The affirmative vote of a majority of the votes
cast at the Annual Meeting by the holders of common stock is required for approval of the Incentive Plan Proposal.
How many votes are required to approve the non-binding
advisory vote on the compensation of our named executive officers?
Approval, on a non-binding advisory basis,
of the compensation of our named executive officers will be determined by the vote of a majority of the votes cast at the Annual
Meeting.
What happens if I don’t indicate how to vote my
proxy?
If you just sign your proxy card without
providing further instructions, your shares will be voted “FOR” the Class II director nominees and “FOR”
the other proposals being placed before our stockholders at the Annual Meeting.
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 preliminary voting results
at the Annual Meeting. The final voting results will be tallied by the inspector of election at the Annual Meeting and then published
in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days
following the Annual Meeting.
Who can help answer my questions?
You can contact our Secretary, John Niedermaier,
by telephone at (408) 389-3510, by email at
john@inventergy.com
or by sending a letter to Mr. Niedermaier at the offices
of the Company at 900 E. Hamilton Avenue #180, Campbell, CA 95008 with any questions about the proposals described in this proxy
statement or how to execute your vote.
THE ANNUAL MEETING
General
This proxy statement is being furnished
to you, as a stockholder of Inventergy Global, Inc., as part of the solicitation of proxies by our Board for use at the Annual
Meeting to be held on June 6, 2016, and any adjournment or postponement thereof.
Date, Time, Place and Purpose of the Annual Meeting
The Annual Meeting will be held on at
10:00 a.m. Pacific Time on Monday, June 6, 2016, at the Company headquarters at 900 E. Hamilton Avenue, Suite 180, Campbell, California,
or such other date, time and place to which the Annual Meeting may be adjourned or postponed. You are cordially invited to attend
the Annual Meeting, at which stockholders will be asked to consider and vote upon the following proposals, which are more fully
described in this proxy statement:
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1.
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To elect two Class II directors to the Board to serve until the 2019 Annual Meeting of Stockholders or until their successors are elected and qualified;
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2.
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To ratify the appointment by the Board of the Auditor as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016;
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3.
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The approval, for purposes of complying with applicable Nasdaq Listing Rules, of the potential issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the Company’s recent financing (the “
Nasdaq Proposal
”);
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4.
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An amendment to the Inventergy Global, Inc. 2014 Stock Plan, as amended, to increase the number of shares authorized for issuance under the plan by 150,000 shares from 530,545 shares to 680,545 shares (the “
Incentive Plan Proposal
”);
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To hold a non-binding advisory vote on compensation of our named executive officers; and
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To undertake such other matters as may properly come before the Annual Meeting or any lawful adjournment or postponement thereof.
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Recommendations of the Board
After careful consideration, the Board
has unanimously determined to recommend that stockholders vote (i) “FOR” the Class II director nominees, (ii) “FOR”
the ratification of the appointment of the Auditor as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2016, (iii) “FOR” the Nasdaq Proposal, (iv) “FOR” the Incentive Plan Proposal
and (v) “FOR” the approval, on a non-binding basis, of the compensation of our named executive officers.
Record Date and Voting Power
Our Board fixed the close of business
on April 14, 2016, 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 this Annual Meeting. As of the Record Date, there were 4,212,220 shares of common stock outstanding.
Each share of common stock entitles the holder thereof to one vote.
Quorum and Required Vote
A quorum of stockholders is necessary
to hold a valid meeting. A quorum will be present at the Annual Meeting if the holders of 2,106,111 shares of common stock (representing
a majority of the common stock outstanding and entitled to vote at the Annual Meeting) is represented in person or by proxy. Abstentions
and broker non-votes will count as present for purposes of establishing a quorum.
In the election of the Class II directors,
the two people receiving the highest number of affirmative votes at the Annual Meeting will be elected. Abstentions and broker
non-votes will have no effect on this proposal.
The affirmative vote of a majority of
the votes cast at the Annual Meeting by the holders of common stock is required to ratify the Auditor as our independent registered
public accounting firm for the year ending December 31, 2016. Abstentions will have no effect on this proposal. Brokers may use
their discretion to vote shares held by them of record for this proposal if they have not been provided with voting instructions
from the beneficial owner of the shares of common stock.
The affirmative vote of a majority of
the votes cast at the Annual Meeting by the holders of common stock is required for approval of the Nasdaq Proposal and the Incentive
Plan Proposal. Abstentions and broker non-votes will have no effect on this proposal.
The affirmative vote of a majority of
the votes cast at the Annual Meeting by the holders of common stock is required for approval, on a non-binding basis, of the compensation
of our named executive officers. Abstentions and broker non-votes will have no effect on this proposal.
Voting
There are two ways to vote if you are
a holder of record of common stock:
(1)
In person
. If you
are a holder of record of common stock, you may vote in person at the Annual Meeting. The Company will give you a ballot when you
arrive.
(2)
By mail
. You may
vote by mail. As described above, all holders of record of our common stock will receive printed versions of the proxy materials,
including the proxy card. As such, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided.
There are four ways to vote if you are
a beneficial owner of shares of common stock held in street name:
(1)
Via the internet
. Use
the internet to vote by going to the internet address listed on your proxy card; have your proxy card in hand as you will be prompted
to enter your control number and to create and submit an electronic vote. If you vote in this manner, your “proxy,”
whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy
card or submit an electronic vote but do not give instructions on how to vote your shares, your shares will be voted as recommended
by the Board.
(2)
Via telephone
. Using
a touch-tone telephone, you may transmit your voting instructions to the number provided in the proxy card.
(3)
In person
. If you
are a beneficial owner of shares of common stock held in street name and you wish to vote in person at the Annual Meeting, you
must obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please
contact that organization for instructions regarding obtaining a legal proxy.
(4)
By mail
. If you
request printed copies of the proxy materials by mail, you may vote by proxy by filling out the vote instruction form and sending
it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares.
While we know of no other matters to be
acted upon at this year’s Annual Meeting, it is possible that other matters may be presented at the Annual Meeting. If that
happens and you have signed a proxy card or submitted an electronic vote and not revoked such proxy card or vote, your proxy will
vote on such other matters in accordance with your proxies’ best judgment.
A special note for those who plan to
attend the Annual Meeting and vote in person: if your shares are held in the name of a broker, bank or other nominee, you must
bring a statement from your brokerage account or a letter from the person or entity in whose name the shares are registered indicating
that you are the beneficial owner of those shares of common stock as of the Record Date. In addition, you will not be able to vote
at the Annual Meeting unless you obtain a legal proxy from the record holder of your shares of common stock.
Our Board is asking for your proxy. Giving
the Board your proxy means you authorize it to vote your shares of common stock at the Annual Meeting in the manner you direct.
You may vote for or withhold your vote for the director nominees or each proposal or you may abstain from voting. All valid proxies
received prior to the Annual Meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies
by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification
so made. If no choice is indicated on the proxy, the shares will be voted “FOR” the election of the Class II director
nominees, “FOR” the other proposals and as the proxy holders may determine in their discretion with respect to any
other matters that may properly come before the Annual Meeting.
Stockholders who have questions or need
assistance in completing or submitting their proxy cards should contact John Niedermaier, Secretary of the Company, at (408) 389-3510,
or by email at
john@inventergy.com
.
Stockholders who hold their shares of
common stock in “street name,” meaning that a broker or other nominee is the record holder of their common stock, must
either direct the record holder of their shares to vote their shares or obtain a proxy or voting instruction from the record holder
to vote their shares at the Annual Meeting.
Expenses
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 Annual
Meeting, will be borne by the Company. Some banks and brokers have customers who beneficially own common stock listed of record
in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable
out-of-pocket expenses for such solicitations. 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 and personal solicitation by officers, directors and other employees of the
Company, but no additional compensation will be paid to such individuals.
Revocability of Proxies
Any proxy may be revoked by the person
giving it at any time before the polls close at the Annual Meeting. A proxy may be revoked by filing with our John Niedermaier,
the Secretary of the Company, at the offices of the Company at 900 E. Hamilton Avenue #180, Campbell, CA 95008, either (i) a written
notice of revocation bearing a date later than the date of such proxy, (ii) a subsequent proxy relating to the same shares, or
(iii) by attending the Annual Meeting and voting in person.
Simply attending the Annual Meeting will
not constitute revocation of your proxy. If your shares of common stock are held in the name of a broker or other nominee who is
the record holder, you must follow the instruction of your broker or other nominee to revoke a previously given proxy.
Attendance at the Annual Meeting
Only holders of common stock and their
proxy holders we may invite may attend the Annual Meeting. If you wish to attend the Annual Meeting in person but you hold your
shares through someone else, such as a broker, you must bring proof of your ownership and identification with photo identification
at the Annual Meeting. For example, you may bring an account statement showing that you beneficially owned shares of the Company
as of the Record Date as acceptable proof of ownership.
No Right of Appraisal
None of Delaware law, our Certificate
of Incorporation or our bylaws, as amended (the “
Bylaws
”), provides for appraisal or other similar rights for
dissenting stockholders in connection with any of the proposals to be voted upon at this Annual Meeting. Accordingly, our stockholders
will have no right to dissent and obtain payment for their shares.
Principal Offices
The principal executive offices of the
Company are located at 900 E. Hamilton Avenue #180, Campbell, CA 95008. The Company’s telephone number at such address is
(408) 389-3510.
ALL PROXIES RECEIVED WILL BE VOTED
IN ACCORDANCE WITH THE CHOICES SPECIFIED ON SUCH PROXIES. PROXIES WILL BE VOTED IN FAVOR OF A PROPOSAL IF NO CONTRARY SPECIFICATION
IS MADE. ALL VALID PROXIES OBTAINED WILL BE VOTED AT THE DISCRETION OF THE PERSONS NAMED IN THE PROXY WITH RESPECT TO ANY OTHER
BUSINESS THAT MAY COME BEFORE THE MEETING. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE CLASS II DIRECTOR NOMINEES
AND “FOR” EACH OF THE OTHER PROPOSALS TO BE SUBMITTED AT THE MEETING.
PROPOSAL 1
ELECTION OF DIRECTORS
Introduction
The Board has nominated each of W. Frank
King and Marshall Phelps, Jr. to stand for election as Class II directors at the Annual Meeting. Stockholders will be asked to
elect Messrs. King and Phelps, Jr. who, if elected, will each hold office until the 2019 Annual Meeting of Stockholders or until
his successor is elected and qualified. The enclosed proxy, if returned, and unless indicated to the contrary, will be voted for
the election of Messrs. King and Phelps, Jr.
We have been advised by each of Messrs.
King and Phelps, Jr. that he is willing to be named as a nominee and is willing to continue to serve as a director if elected.
If some unexpected occurrence should make necessary, in the discretion of the Board, the substitution of some other person as nominee,
it is the intention of the persons named in the proxy to vote for the election of such other person as may be designated by the
Board.
Board Qualifications
We believe that the skills, experiences
and qualifications of Messrs. King and Phelps, Jr. provide our Board with the expertise and experience necessary to advance the
interests of our stockholders. We believe Mr. King is well-qualified to serve as a member of our Board due to his prior roles as
director for Concero and eOn Communications Corporation, predecessors to the Company, as described in more detail below in the
section entitled “Directors, Executive Officers and Corporate Governance.” We believe Mr. Phelps, Jr. is well-qualified
to serve as a member of our Board due to his senior roles managing the intellectual property functions of IBM and Microsoft, and
his current role at ipCreate, as described in more detail below in the section entitled “Directors, Executive Officers and
Corporate Governance.”
Required Vote
In the election of the Class II directors,
the two people receiving the highest number of affirmative votes cast by holders of the common stock at the Annual Meeting will
be elected. Abstentions will have no effect on this proposal.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS A
VOTE “FOR” THE ELECTION OF THE CLASS II DIRECTOR NOMINEES.
PROPOSAL 2
RATIFICATION OF AUDITOR
Introduction
On March 22, 2016, the Audit Committee
of the Board appointed the firm of Marcum LLP to serve as our independent auditors for our fiscal year ending December 31, 2016.
Stockholders will be asked to ratify the appointment of the Auditor to serve as our independent auditors. The Audit Committee is
directly responsible for appointing the Company’s independent registered public accounting firm. The Audit Committee is not
bound by the outcome of this vote but will consider these voting results when selecting the Company’s independent auditor
for fiscal year 2016. The Auditor was originally engaged as our independent registered public accounting firm in connection with
our Merger that resulted in us becoming a public company. The Auditor has audited all of our annual financial statements since
our inception in January 2012 and the financial statements of our combined entity following the Merger. A representative of the
Auditor is not expected to be present at the Annual Meeting.
The Audit Committee reviews and approves
the audit and non-audit services to be provided by our independent registered public accounting firm during the year, considers
the effect that performing those services might have on audit independence and approves management’s engagement of our independent
registered public accounting firm to perform those services. The Audit Committee reserves the right to appoint a different independent
registered public accounting firm at any time during the year if the Board and the Audit Committee believe that a change is in
the best interest of the Company and our stockholders.
The aggregate fees billed for the fiscal
years ended December 31, 2015 and December 31, 2014 for (i) professional services rendered by the principal accountant for the
audit of its annual financial and review of financial statements included in Form 10-Q (“Audit Fees”), (ii) assurance
and related services by the principal accountant that are reasonably related to the performance of the audit or review of the financial
statements and not reportable under Audit Fees (the “Audit Related Fees”) (iii) tax compliance, advice, and planning
(“Tax Fees”), and (iv) other products or services provided (“Other Fees”) were:
|
|
Year Ended
December 31,
2015
|
|
|
Year Ended
December 31,
2014
|
|
Audit Fees
|
|
$
|
144,883
|
|
|
$
|
99,780
|
|
Audit Related Fees
|
|
$
|
—
|
|
|
$
|
—
|
|
Tax Fees
|
|
$
|
—
|
|
|
$
|
—
|
|
All Other Fees
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
|
$
|
144,883
|
|
|
$
|
99,780
|
|
Our Audit Committee has determined that
the services provided by the Auditor are compatible with maintaining the independence of the Auditor as our independent registered
public accounting firm.
Required Vote
Ratification of the appointment by the
Audit Committee of the Board of the Auditor as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2016 requires the affirmative vote of a majority of the votes cast at the Annual Meeting by the holders
of common stock.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS A
VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF THE AUDITOR AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.
PROPOSAL 3
NASDAQ PROPOSAL
Introduction
On January 21, 2016, the Company entered
into a securities purchase agreement (the “
Purchase
Agreement
”) with certain institutional accredited
investors (the “
Investors
”). Pursuant to the Purchase Agreement, the Company sold to the Investors in a private
placement 2,500 shares of Series C Convertible Preferred Stock (“
Series C Preferred Stock
”), each having a stated
value of $1,000, for aggregate gross proceeds of $2.5 million (the “
Financing
”). Pursuant to the Certificate
of Designation for the Series Company Preferred Stock (the “
Certificate of Designation
”), the Series C Preferred
Stock is immediately convertible into 1,666,667 shares of the Company’s common stock, subject to certain beneficial ownership
limitations, at an initial conversion price equal to $1.50 per share, subject to adjustment. After July 26, 2016, the conversion
price will be equal to the lesser of (a) the conversion price then in effect or (b) 65% of the volume weighted average price of
the Company’s common stock for ten consecutive days prior to the applicable conversion date. The Certificate of Designation
contains provisions providing for an adjustment in the conversion price upon the occurrence of certain events, including stock
splits, stock dividends, dilutive equity issuances and fundamental transactions. The Company may redeem some or all of the Series
C Preferred Stock for cash as follows: (i) on or prior to March 26, 2016, in an amount equal to 126% of the aggregate stated value
then outstanding, (ii) after March 26, 2016 and on or prior to July 26, 2016, in an amount equal to 144% of the aggregate stated
value then outstanding and (iii) after July 26, 2016, in an amount equal to 150% of the aggregate stated value then outstanding.
Each Investor also received a common
stock purchase warrant (the “
Warrants
”) to purchase up to a number of shares of common stock equal to 85% of
such Investor’s subscription amount divided by $1.50. The Warrants are exercisable for a term of five years commencing six
months after the closing of the transaction at a cash exercise price of $1.79 per share. In the event that the shares underlying
the Warrants are not subject to a registration statement at the time of exercise, the Warrants may be exercised on a cashless basis
after six months from the issuance date. The Warrants also contain provisions providing for an adjustment in the exercise price
upon the occurrence of certain events, including stock splits, stock dividends, dilutive equity issuances (so long as the Series
C Preferred Stock is outstanding) and fundamental transactions. Notwithstanding the forgoing, until the Company obtains Shareholder
Approval (as defined below), the exercise price of the Warrants may not be reduced as a result of a dilutive equity issuance below
$1.79 per share, subject to adjustment for stock splits, stock dividends and similar events (“
Adjustment Floor
”).
The Purchase Agreement requires the Company
to hold a special meeting of stockholders to seek the approval of the holders of its common stock for the issuance of the number
of shares of common stock issuable upon the conversion of the Series C Preferred Stock in excess of 19.99% of the outstanding Common
Stock and the removal of the Adjustment Floor within 120 days of the execution of the Purchase Agreement (the “
Shareholder
Approval
”). Until the Company obtains the Shareholder Approval, the conversion of the Series C Preferred Stock is
limited to 19.99% of the currently outstanding common stock. Additionally, until the Series C Preferred Stock is no longer outstanding,
the Investors may participate in future offerings for up to 50% of the amount of such offerings.
The terms of the Purchase Agreement,
the Certificate of Designation and the Warrants are complex and only briefly summarized above. For further information regarding
these agreements and the Financing, please refer to our Current Report on Form 8-K filed with the SEC on January 25, 2016. The
discussion herein is qualified in its entirety by reference to such filed transaction documents.
Why the Company Needs Stockholder Approval
We are seeking stockholder approval in
order to comply with Nasdaq Listing Rules 5635(d). Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction
other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible
into or exercisable for common stock) at a price that is less than the greater of book or market value of the stock if the number
of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power,
outstanding before the issuance. Since the conversion price of the Series C Preferred Stock under the Certificate of Designation
was lower than the market price of our common stock on the date of issuance of the Series C Preferred Stock, the Company may issue,
through the Financing, 20% or more of our outstanding common stock at a price that is less than the greater of book or market value.
Effect of Proposal on Current Stockholders
If the Nasdaq Proposal is adopted, based
on an initial conversion price per share of the Series C Preferred Stock of $1.50, up to a maximum of 1,666,667 shares of common
stock would be issuable upon conversion of the Series C Preferred Stock, representing up to 39.6% of the shares of our common stock
outstanding on the date hereof (and representing 28.4% of the shares of our common stock outstanding assuming the shares of Series
C Preferred Stock are converted into an aggregate of 1,666,667 shares of common stock on the date hereof). Furthermore, after July
26, 2016, the conversion price will be equal to the lesser of (a) the conversion price then in effect or (b) 65% of the volume
weighted average price of the Company’s common stock for ten consecutive days prior to the applicable conversion date. If
the Nasdaq Proposal is adopted and subsequently the conversion price significantly decreases below $1.50 per share, substantially
more than 1,666,667 shares of common stock would be issuable upon conversion of the Series C Preferred Stock. The issuance of such
shares would result in significant dilution to our stockholders, and would substantially reduce our stockholders’ percentage
interest in the voting power of the Company. In addition, the sale or any resale of the common stock issued upon conversion of
the Series C Preferred Stock could cause the market price of our common stock to decline.
Notwithstanding the foregoing, the Company
currently intends to redeem the Series C Preferred Stock with proceeds from future patent monetization revenue or the sale of equity
or debt securities. Pursuant to the terms of the Series C Preferred Stock, the Company, at its option, may redeem some or all of
the Series C Preferred Stock for cash as follows: (i) on or prior to July 26, 2016, in an amount equal to 144% of the aggregate
stated value of the Series C Preferred Stock then outstanding (which is equal to $2.14 per share of common stock) and (ii) after
July 26, 2016, in an amount equal to 150% of the aggregate stated value of the Series C Preferred Stock then outstanding (which
is equal to $2.25 per share of common stock).
Consequence of a Failure to Provide Stockholder Approval
If our stockholders do not approve the
Nasdaq Proposal, we will have the right to issue shares up to 19.9% of the Company’s issued and outstanding common stock
upon conversion of the Series C Preferred Stock, pursuant to the Financing, without stockholder approval. However, after July 27,
2016, the Company will not be able to issue any securities that would cause a dilutive adjustment to the exercise price of the
Warrants. Additionally, the Company will be required to seek stockholder approval of the Nasdaq Proposal every six months thereafter
until approved.
Required Vote
The approval of this proposal will be
made upon the affirmative vote of the majority of shares cast on the proposal. Abstentions and broker non-votes will have no direct
effect on the outcome of this proposal.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT
THE STOCKHOLDERS VOTE “FOR” THE NASDAQ PROPOSAL.
PROPOSAL 4
INCENTIVE PLAN PROPOSAL
Introduction
On April 1, 2016, the Board (with the recommendation
of the Compensation Committee) unanimously approved an amendment (the “
Plan Amendment
”) to the Inventergy Global,
Inc. 2014 Stock Plan (the “
Plan
”), subject to stockholder approval, to increase the number of shares of common
stock authorized for issuance under the Plan by 150,000 shares from 530,545 shares to 680,545 shares.
The full text of the proposed Plan Amendment
is set out in Annex A to this proxy statement. The text of the proposed Plan Amendment is subject to modification to include such
changes as the Board deems necessary and advisable to affect the increase in the number of shares of common stock reserved and
available for issuance under the Plan. Stockholders are being asked to approve the Plan Amendment.
General
The Plan provides for grants of stock options
to employees, directors and consultants of the Company (and affiliates of the Company). The maximum number of shares of common
stock currently reserved for the grant of awards under the Plan is 530,545, subject to adjustment as provided by the Plan. The
Plan is administered by the Compensation Committee of our Board or by the full Board, which may determine, among other things,
the (a) terms and conditions of any option or stock purchase right granted, including the exercise price and the vesting schedule,
(b) persons who are to receive options and stock purchase rights and (c) the number of shares to be subject to each option and
stock purchase right. As of the Record Date, 195,725 shares were available for future grants under the Plan. If the proposal for
the Plan Amendment is approved, then the maximum number of shares of common stock reserved for grant of awards under the Plan will
be 680,545, of which 345,725 will be available for future grants.
Reasons for the Plan Amendment
The purpose of our Plan is to attract and retain
directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship
and to stimulate an active interest of such persons in our development and financial achievements. Our Board believes that the
number of shares of common stock subject to the Plan remaining available is insufficient to achieve the purpose of the Plan. Therefore,
our Board believes the Plan Amendment is necessary to allow flexibility in granting awards to attract and retain key personnel
and to provide a means for directors, officers, employees, consultants and advisors to acquire and maintain an interest in us,
which interest may be measured by reference to the value of our common stock.
Effects of the Plan Amendment
As a result of the Plan Amendment, there will
be an increase in the total number of shares of common stock reserved for issuance under the Plan. This will provide the Company
with the ability to grant more awards than are currently available under the Plan to eligible recipients including employees, directors,
consultants and advisors. The issuance in the future of awards under the Plan consisting of full value awards and options to purchase
shares of common stock may have the effect of diluting the earnings per share and book value per share, as well as the stock ownership
and voting rights, of the holders of the currently outstanding shares of common stock. The effective increase in the number of
authorized but unissued shares of common stock which may be issued as awards under the Plan may be construed as having an anti-takeover
effect by permitting the issuance of shares to purchasers who might oppose a hostile takeover bid or oppose any efforts to amend
or repeal certain provisions of the Company’s certificate of incorporation or bylaws. Holders of the common stock have no
preemptive or other subscription rights.
Securities Authorized for Issuance
Under Equity Compensation Plans as of December 31, 2015.
|
|
Number of securities
|
|
|
|
|
|
|
|
|
|
to be issued upon
|
|
|
Weighted-average
|
|
|
|
|
|
|
exercise of
|
|
|
exercise price of
|
|
|
Number of securities
|
|
|
|
outstanding options,
|
|
|
outstanding options,
|
|
|
remaining available
|
|
Plan category
|
|
warrants and rights
|
|
|
warrants and rights
|
|
|
for future issuance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plan approved by security holders – 2014 Stock Plan
|
|
|
368,387
|
|
|
$
|
4.07
|
|
|
|
71,431
|
|
Equity compensation plan approved by security holders and assumed in Merger – 1999 Equity Incentive Plan
|
|
|
1,500
|
|
|
$
|
143.00
|
|
|
|
—
|
|
Total
|
|
|
369,887
|
|
|
|
|
|
|
|
71,431
|
|
Required Vote
The approval of the Plan Amendment will be made
upon the affirmative vote of the majority of shares cast on the Incentive Plan Proposal. Abstentions and broker non-votes will
have no direct effect on the outcome of this proposal. If the Incentive Plan Proposal is not approved by the stockholders, the
Plan Amendment will not be effective and the proposal will not be implemented.
Recommendation of the Board
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS
VOTE “FOR” THE INCENTIVE PLAN PROPOSAL.
PROPOSAL 5
APPROVAL OF COMPENSATION
AWARDED TO NAMED EXECUTIVE OFFICERS
Introduction
As required by Section 14A of the Securities
Exchange Act of 1934 and Rule 14a-21(a), we are seeking an advisory, non-binding stockholder vote with respect to compensation
awarded to our named executive officers for 2015.
Our executive compensation program and compensation
paid to our named executive officers are described in the section entitled “Executive Compensation” of this proxy statement.
Our compensation programs are overseen by the Compensation Committee and reflect our philosophy to pay all of our employees, including
our named executive officers, in ways that support three primary business objectives:
|
•
|
Attract and retain the best talent.
|
|
•
|
Support our culture of performance.
|
|
•
|
Align employee interests with long-term stockholder interests in the overall success of the Company.
|
To help achieve these objectives, we structure
our named executive officers’ compensation to reward the achievement of short-term and long-term strategic and operational
goals.
Required Vote
The approval of this proposal will be made upon
the affirmative vote of the majority of shares cast on the proposal. Abstentions and broker non-votes will have no direct effect
on the outcome of this proposal. Because this vote is advisory, it will not be binding upon our Board. However, the Compensation
Committee will consider the outcome of the vote, along with other relevant factors, in evaluating its executive compensation program.
Accordingly, the following resolution is submitted for stockholder vote at the Annual Meeting:
“RESOLVED, that the stockholders
approve, on a non-binding advisory basis, the compensation awarded to the Company’s named executive officers, as disclosed
under SEC rules, including the compensation tables and related narrative disclosures included in this proxy statement.”
Recommendation of the Board
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS
VOTE “FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
Directors and Executive Officers
Name
|
|
Age
|
|
Position
|
|
Class
|
Joseph W. Beyers
|
|
63
|
|
Chief Executive Officer and Director
|
|
III
|
John G. Niedermaier
|
|
59
|
|
Chief Financial Officer
|
|
N/A
|
Jon Rortveit
|
|
57
|
|
Senior Vice President, Acquisition and IP Licensing
|
|
N/A
|
Francis P. Barton
|
|
69
|
|
Director
|
|
III
|
W. Frank King
|
|
76
|
|
Director
|
|
II
|
Marshall Phelps, Jr.
|
|
71
|
|
Director
|
|
II
|
Robert A. Gordon
|
|
65
|
|
Director
|
|
I
|
There are no arrangements
between our directors and any other person pursuant to which our directors were nominated or elected for their positions. There
are no family relationships between any of our directors or executive officers.
Joseph W. Beyers.
Mr.
Beyers has served as the Chairman and Chief Executive Officer of the Company since June 6, 2014. Prior to his appointment, Mr.
Beyers served as the Chairman and Chief Executive Officer of Inventergy, Inc. since February 2013 (and of Inventergy LLC from January
2012 until it converted to Inventergy Inc. in February 2013). Since March 2012, Mr. Beyers has been the co-founder and Chairman
of Silicon Turbine Systems, Inc., an alternative energy developer. From September 2009 to November 2011, Mr. Beyers was the founding
Chairman and Chief Executive Officer of Ambature LLC, a developer of technologies to improve the efficiency of electrical energy
generation, distribution and usage. Prior to that, for the 34 years until August 2009, Mr. Beyers served in various positions at
Hewlett-Packard Company. From January 2003 to August 2009, Mr. Beyers was vice president of intellectual property licensing at
the Hewlett-Packard where he was responsible for patent licensing, technology licensing, brand licensing, standards based licensing
and patent sales and acquisitions for the entity as well as a key driver of IP strategy. His initial position was as an engineer
on operating system design and lead inventor of the world’s first 32-bit computer chip. He then led mergers and acquisitions
and technology partnership activities for Hewlett-Packard followed by a lead role in corporate strategy. Mr. Beyers was also previously
the head of a number of the Hewlett Packard worldwide product businesses. Mr. Beyers holds both an M.S. in Electrical Engineering
and a B.S. in Computer Engineering from the University of Illinois. He received the Distinguished Alumni Award from the University
of Illinois in 2007. We believe Mr. Beyers is well-qualified to serve as a member of our Board due to his many years of service
at various senior executive functions within Hewlett-Packard, and his roles and experience with other companies.
John G. Niedermaier
.
Mr. Niedermaier was appointed as Chief Financial Officer of the Company on April 20, 2015 under a consulting arrangement with The
Brenner Group. From time to time, Mr. Niedermaier, in his capacity at The Brenner Group, provides financial consulting services
to other companies (none of which are currently public companies). Prior to his employment with The Brenner Group in October 2014,
Mr. Niedermaier acted as Chief Financial Officer of PureWave Networks, Inc., a wireless technology company, from November 2013
to July 2014. Prior to PureWave Networks, Inc., Mr. Niedermaier was Chief Financial Officer at Neato Robotics, Inc. from April
2012 through March 2013 and at Tigo Energy, Inc. from April 2011 through April 2012. From December 2007 through 2010, Mr. Niedermaier
worked at ADC Telecommunications, Inc., and had the title of Vice President, GM of ADC’s Wireless Coverage Unit. From 2002
through 2007, Mr. Niedermaier was Chief Financial Officer and Chief Operating Officer of LGC Wireless, Inc., which was acquired
by ADC in December 2007. Mr. Niedermaier began his career at KPMG, where he worked from 1979 to 1989. Mr. Niedermaier holds a B.S.
in Business Administration and Accounting from Wayne State University and is a Certified Public Accountant.
Jon Rortveit
. Mr. Rortveit has
served as Senior Vice President, Acquisition and IP Licensing for the Company since June 6, 2014. Mr. Rortveit served as Vice President,
Acquisition and IP Licensing for Inventergy, Inc. beginning in January 2013. From 2005 through 2012 he served as the chief executive
officer of Tynax, Inc., a global patent broker. His previous experience includes serving as a venture partner with EuroUS Ventures,
a later-stage venture capital firm; serving as chief executive officer of IBA, Inc., a consulting firm which he founded and sold;
and serving as vice president of marketing and president of U.S. operations for DAVIS A/S, a leading market maker for Texas Instruments’
DLP technology. Mr. Rortveit holds an MBA from Warwick Business School and currently serves as an MBA student mentor at the Warwick
Business School. In addition, Mr. Rortveit serves as a board member of China International Intellectual Property Services, a Hong
Kong-based provider of IP services, a board supervisor for the Nansha International Science Park (a Guangzhou company) and advisor
to CEO Clubs China.
Francis P. Barton
.
Mr.
Barton was appointed to the Board on June 6, 2014. Mr. Barton was appointed to Inventergy, Inc.’s Board on December 16, 2013.
From 2008 to present, Mr. Barton served as Chief Executive Officer in the consulting firm Barton Business Consulting LLC., a management
consulting firm. Prior to this, Mr. Barton served as the Executive Vice President and Chief Financial Officer of UTStarcom, Inc.,
a provider of IP-based telecommunications infrastructure products, from 2005 through 2008 and as a director from 2006 through 2008.
From 2003 to 2005, Mr. Barton was Executive Vice President and Chief Financial Officer of Atmel Corporation, a developer and supplier
of microcontrollers. From 2001 to 2003, Mr. Barton was Executive Vice President and Chief Financial Officer of Broadvision Inc.,
an e-business software solutions provider. From 1998 to 2001, Mr. Barton was Senior Vice President and Chief Financial Officer
of Advanced Micro Devices, Inc. (“AMD”), a semiconductor company. From 1996 to 1998, Mr. Barton was Vice President
and Chief Financial Officer of Amdahl Corporation, a producer of IBM compatible mainframe systems. From 1974 to 1996, Mr. Barton
worked at Digital Equipment Corporation, a producer of information processing solutions, beginning his career as a financial analyst
and moving his way up through various financial roles to Vice President and Chief Financial Officer of Digital Equipment Corporation's
(“DEC’s”) Personal Computer Division. Mr. Barton holds a B.S. in Interdisciplinary Studies with a concentration
in Chemical Engineering from Worcester Polytechnic Institute and an M.B.A. with a focus in finance from Northeastern University.
Since August 2012, Mr. Barton has served on the board of directors of Aemetis, Inc., an international renewal fuels and specialty
chemical company. Mr. Barton also serves on the board of directors of SoSo Cards, Inc., a social media company. Previously, Mr.
Barton served on the board of directors of Etubics, Inc., a biotech company, from 2014 to 2016 and on the board of directors
of ON Semiconductor, a developer of energy efficient electronics, from 2008 to 2011. We believe Mr. Barton is well-qualified to
serve as a member of our Board due to his many years of service on the boards of other publicly traded companies, and his role
as Chief Financial Officer for AMD, Atmel and DEC’s Personal Computer Division.
W. Frank King
, became
a director of the Company in 1998. Mr. King was a director of Concero, a software integration consulting firm, and was its President
and Chief Executive Officer from 1992 to 1998. Dr. King earned a Ph.D. from Princeton University, an M.S. from Stanford University
and a B.S. from the University of Florida. We believe Mr. King is well-qualified to serve as a member of our Board due to his prior
roles as director for Concero and eOn Communications Corporation, predecessor of the Company.
Marshall Phelps,
Jr.
Mr. Phelps has served as a member of the Board since June 6, 2014. Prior to his appointment, Mr. Phelps served
as a director of Inventergy, Inc. since May 10, 2013. Since 2013, Mr. Phelps also serves as the Chairman of ipCreate, Inc., an
invention on-demand company. Since December 2015, Mr. Phelps is a contributing columnist to Forbes. From 2012 to 2014, Mr. Phelps
served as chief executive officer and a member of the board of directors at Article One Partners, Inc., a venture-funded online
prior art search community. From 2002 to 2010, Mr. Phelps served as corporate vice president and deputy general counsel for intellectual
property and licensing at Microsoft Corporation. In 2001, he was a founding partner of Intellectual Ventures, a worldwide acquirer
of patents. His prior experience includes serving as corporate vice president at IBM in the 1990s, responsible for overseeing standards,
telecommunications policy, industry relations, licensing, intellectual property law and management of a worldwide intellectual
property portfolio. While at IBM, he also served as director of government relations in Washington and as vice president of Asia
Pacific operations in Tokyo. Mr. Phelps holds a B.A. and DH.L. from Muskingum University, an M.S. from Stanford Graduate School
of Business and a J.D. from Cornell University Law School. He is co-author of the book, “Burning the Ships: Transforming
Your Company's Culture Through Intellectual Property Strategy”, published in 2009. Mr. Phelps has taught IP strategy at business,
law or engineering schools at Duke, Cornell, UNC, Berkeley and in Japan. In 2006, Mr. Phelps was inducted into the IAM’s
IP Hall of Fame. Mr. Phelps also served on the Board of Directors of Inside IPXI, a financial exchange for licensing and trading
IP rights, from 2013 until 2015. We believe Mr. Phelps is well-qualified to serve as a member of our Board due to his senior roles
managing the IP functions of IBM and Microsoft, and his current role at ipCreate.
Robert A. Gordon
, became
a director of the Company in 2011. Mr. Gordon started his Arizona-based business telecom systems design, manufacturing and distribution
consulting business, R. Gordon & Associates, Inc., in 1991. In 1997, Mr. Gordon founded and became president of Mobicel Systems,
Inc., a corporation that designs and markets in-building wireless communications systems. Mr. Gordon has served as president of
ATEL, S.A. of Guatemala, a provider of rural and mobile telephony services, since 2000. Mr. Gordon is also a director of Cortelco
Systems Puerto Rico, an installation and services provider of business telecom, data, and network security solutions throughout
Puerto Rico. Mr. Gordon earned a B.S. in Engineering Technology from the University of Central Florida in 1983. We believe Mr.
Gordon is well-qualified to serve as a member of our Board due to his prior roles as president for Mobicel and ATEL, and as a director
of eOn Communications Corporation, predecessor of the Company.
Board Qualifications
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 Corporate Governance and Nominations Committee of our Board does not have any specific, minimum qualifications
that must be met by each of our directors, it 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 herein, 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, 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 experience.
Classes of Directors
The Board is divided into three classes designated
Class I, Class II, and Class III. A single class of directors is elected each year at the annual meeting. W. Frank King and Marshall
Phelps, Jr. are Class II directors with terms at this Annual Meeting; Joseph W. Beyers and Francis P. Barton are Class III directors
with terms expiring in 2017; and Robert A. Gordon is a Class I director with a term expiring in 2018.
Director Independence
The Board has determined that Francis P. Barton,
Robert A. Gordon, Marshall Phelps, Jr. and W. Frank King are “independent directors” as defined in Rule 5605 of the
Listing Rules of The Nasdaq Capital Market. Independent directors are free of any relationship that, in the opinion of the Board,
may interfere with such member’s individual exercise of independent judgment in evaluating transactions contemplated by the
Company.
Committees of the Board of Directors
The Board met on nine occasions during the fiscal
year ended December 31, 2015. Each of the members of the Board attended at least 75% of the meetings held by the Board during the
fiscal year ended December 31, 2015.
There are three committees of the Board: the
Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each committee has a charter
which will be reviewed on an annual basis by the members of such committee. A current copy of each committee charter is available
to stockholders on the Company’s website at http://ir.inventergy.com/governance-docs.
Audit Committee
We have a separately-designated standing Audit
Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act and Nasdaq Listing Rules. The audit
committee will be at all times composed of exclusively independent directors who are “financially literate,” meaning
they are able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement
and cash flow statement. In addition, the committee will have at least one member who qualifies as an “audit committee financial
expert” as defined in rules and regulations of the SEC.
The principal duties and responsibilities of
the Company’s audit committee are to appoint the Company’s independent auditors, oversee the quality and integrity
of the Company’s financial reporting and the audit of the Company’s financial statements by its independent auditors
and in fulfilling its obligations, the Company’s audit committee will review with the Company’s management and independent
auditors the scope and result of the annual audit, the auditors’ independence and the Company’s accounting policies.
The audit committee is required to report regularly
to the Board to discuss any issues that arise with respect to the quality or integrity of the Company’s financial statements,
its compliance with legal or regulatory requirements, the performance and independence of the Company’s independent auditors,
or the performance of the internal audit function.
The members of the audit committee are Francis
P. Barton (Chairman), W. Frank King and Robert A. Gordon. Our Board has determined that Mr. Barton qualifies as an audit committee
financial expert as defined by SEC rules, based on his education, experience and background. Please see Mr. Barton’s
biographical information above for a description of his relevant experience.
The Audit Committee met on seven occasions during
the fiscal year ended December 31, 2015. Each of the members of the Audit Committee attended at least 75% of the meetings held
by the Audit Committee during the fiscal year ended December 31, 2015.
Compensation Committee
The members of the compensation committee are
W. Frank King (Chairman), Francis P. Barton and Robert A. Gordon. Among other functions, the compensation committee will oversee
the compensation of the Company’s chief executive officer and other executive officers and senior management, including plans
and programs relating to cash compensation, incentive compensation, equity-based awards and other benefits and perquisites and
administers any such plans or programs as required by the terms thereof. The compensation committee has the authority to directly
engage, at our expense, any compensation consultants or other advisers as it deems necessary to carry out its responsibilities
in determining the amount and form of employee, executive and director compensation.
The Compensation Committee met on two occasions
during the fiscal year ended December 31, 2015. Each of the members of the Compensation Committee attended the meetings.
Compensation Committee Interlocks and Insider Participation
The members of the compensation committee are
Messrs. King, Phelps and Barton, none of whom have been an officer or employee of the Company. None of such individuals
has
had any relationships with the Company of the type that is required to be disclosed under Item 404 of Regulation S-K.
None of the executive officers of the Company has served as a member of the board of directors, or as a member of the compensation
or similar committee, of any entity that has one or more executive officers who serve on the Board.
Nominating and Corporate Governance Committee
The members of the nominating and corporate
governance committee are W. Frank King (Chairman), Francis P. Barton and Marshall Phelps, Jr. The principal duties and responsibilities
of the Company’s nominating and corporate governance committee are to identify qualified individuals to become Board members,
recommend to the Board of directors individuals to be designated as nominees for election as directors at the annual meetings of
stockholders, and develop and recommend to the Board the Company’s corporate governance guidelines.
The Board believes that all of its directors
should have the highest personal integrity and have a record of exceptional ability and judgment. The Board also believes that
its directors should ideally reflect a mix of experience and other qualifications. There is no firm requirement of minimum qualifications
or skills that candidates must possess. The corporate governance and nominations committee evaluates director candidates based
on a number of qualifications, including their independence, judgment, leadership ability, expertise in the industry, experience
developing and analyzing business strategies, financial literacy, risk management skills, and, for incumbent directors, his or
her past performance. While neither the Board nor the corporate governance and nominations committee has adopted a formal policy
with regard to the consideration of diversity when evaluating candidates for election to the Board, it is our goal to have a balanced
Board, with members whose skills, background and experience are complimentary and, together, cover the variety of areas that impact
our business.
The nominating and corporate governance committee
will consider director nominees recommended by security holders that are properly received in accordance with applicable rules
and regulations of the SEC and the Company’s bylaws, as amended. To recommend a nominee please write to the nominating and
corporate governance committee c/o W. Frank King, Inventergy Global, Inc., 900 E. Hamilton Avenue #180 Campbell CA 95008. The nominating
and corporate governance committee has not established nomination criteria by which Board candidates recommended by security holders
are to be evaluated. Due to the size of our Company and the Board, the nominating and corporate governance committee does not believe
that such a policy is necessary.
The nominating and corporate governance committee
did not meet during the fiscal year ended December 31, 2015.
The nominees up for election at the Annual Meeting
were recommended to the Board by the nominating and corporate governance committee.
Compliance with Section 16 (a) of the Exchange Act
Section 16(a) of the Exchange
Act requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock,
to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. Executive
officers, directors and greater than ten percent beneficial owners are required by Securities and Exchange Commission regulations
to furnish us with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished
to us and written representations from our executive officers and directors, we believe that during the year ended December 31,
2015, all forms were filed on a timely basis with the exception of one late Form 4 filing for each of Messrs. Huang, King, Barton
and Gordon.
Code of Business Conduct and Ethics
The
Company adopted its amended and restated code of ethics on June 6, 2014. The code of ethics can be found on our website at
www.inventergy.com
.
Any amendment to and waivers from the code of ethics with respect to the Company’s Chief Executive Officer or Chief Financial
Officer will be posted on the Company’s website.
Executive Compensation
The following table sets forth the compensation of our named executive
officers from January 1, 2014 through December 31, 2015. This information includes the dollar value of base salaries, bonus awards
and number of stock options granted, and certain other compensation, if any. The value attributable to any stock awards and option
awards reflects the grant date fair values of stock or option awards calculated in accordance with FASB Accounting Standards Codification
Topic 718.
Summary Compensation Table
Name and
Principal
Position
|
|
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
Non Equity
Incentive
Plan
Compensation
($)
|
|
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
|
All
Other
Compensation
($)
|
|
|
Total
($)
|
|
Joseph W. Beyers
|
|
2015
|
|
|
315,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
73,828
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
388,828
|
|
Chairman & Chief Executive Officer
|
|
2014
|
|
|
315,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
315,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wayne P. Sobon
|
|
2015
|
|
|
262,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
64,599
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
327,099
|
|
Senior VP and General Counsel
|
|
2014
|
|
|
262,500
|
|
|
|
18,750
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
281,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jon Rortveit
|
|
2015
|
|
|
243,750
|
|
|
|
25,000
|
|
|
|
-
|
|
|
|
55,371
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
324,121
|
|
Senior VP, IP Acquisitions and Licensing
|
|
2014
|
|
|
243,750
|
|
|
|
18,150
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
261,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen B. Huang,
|
|
2015
|
|
|
66,667
|
|
|
|
|
|
|
|
|
|
|
|
4,274
|
|
|
|
-
|
|
|
|
-
|
|
|
|
50,000
|
|
|
|
120,941
|
|
Chief Financial Officer (1)
|
|
2014
|
|
|
113,077
|
|
|
|
-
|
|
|
|
-
|
|
|
|
881,157
|
|
|
|
-
|
|
|
|
-
|
|
|
|
14,000
|
|
|
|
1,008,234
|
|
(1) Mr. Huang was Chief Financial Officer of the Company from June
9, 2014 to April 20, 2015. Huang received $50,000 as part of a Separation Agreement dated April 20, 2015. Option award amounts
for 2015 reflect options granted to him in 2015 and vested upon separation from the Company.
Employment Agreements
Joseph W. Beyers
Pursuant to letter agreements effective
on or about May 10, 2013, Inventergy entered into an agreement for the employment of Joseph W. Beyers with the title of Chairman
and Chief Executive Officer of Inventergy as an “at will” employee. Pursuant to the letter agreement, Mr. Beyers received
an initial signing bonus of $99,250 payable upon consummation of the sale of the Series A Preferred Stock in May 2013. In addition
he was entitled to a starting salary of $315,000 per annum, payable monthly, which salary will increase to $420,000 per annum,
payable monthly, upon completion of the Next Round of Financing (defined as the sale of equity or debt securities occurring 90
days or more after the effective date and from which Inventergy receives gross proceeds of not less than $10 million) provided
the Board determines that such an increase complies with all limitations imposed on Inventergy pursuant to the terms and conditions
of the Series A Preferred Stock (the “Approved Milestone”).
In addition, Mr. Beyers is also entitled to
a lump-sum cash bonus upon the earlier to occur of the Approved Milestone or a Change in Control (as defined) (the “Trigger
Date”) equal to one-third of his then effective monthly base rate multiplied by the number of months or fraction (not to
exceed 12 months) of full time employment since the effective date of the agreement (“Lump Sum Cash Bonus”). For purposes
of the agreement, Change in Control means (a) consummation of a merger or consolidation of Inventergy with or into another entity
or (b) dissolution, liquidation or winding up of Inventergy; provided, however, a merger or consolidation will not constitute a
change in control if immediately thereafter a majority of the voting power of the capital stock of the continuing or surviving
entity will be owned by Inventergy’s stockholders immediately prior thereof in substantially the same proportions as their
ownership of the voting power of Inventergy’s capital stock immediately prior to the merger or consolidation. In the event
Inventergy terminates Mr. Beyer’s employment without “cause” or the executive terminates the agreement for “good
reason” as such terms are defined in the agreement, Inventergy will be required (a) to pay monthly base salary for three
months if the termination occurs prior to June 1, 2014 and six months if the termination occurs on or following June 1, 2014 and
(b) if the termination occurs prior to the Trigger Date, to pay the incentive bonus to the extent the Board determines the payment
complies with all limitations imposed on Inventergy pursuant to the terms of the Series A Preferred Stock. To date, the Board has
not considered any such potential salary increase or Lump Sum Cash Bonus payment.
Mr. Beyers is also entitled to participate in
company-sponsored benefits. The letter agreement also requires the employee to execute Inventergy’s standard Proprietary
Information and Inventions Agreement.
Jon Rortveit
Mr. Rortveit’s letter agreement,
dated May 9, 2013, provides terms similar to those of Mr. Beyer’s agreement except that he serves as Inventergy’s Senior
Vice President, IP Acquisitions and Licensing, at an initial starting salary of $243,750 per annum, payable monthly, increasing
to $325,000 upon the Approved Milestone along with his own Lump-Sum Cash Bonus. Mr. Rortveit received an initial signing bonus
of $54,375 in 2013 with an additional signing bonus of $18,150 in 2014. To date, the Board has not considered any such potential
salary increase or Lump Sum Cash Bonus payment.
Wayne P. Sobon
Mr. Sobon’s letter agreement,
dated May 9, 2013, provides for terms similar to those of Mr. Beyers’s agreement except that he serves as Inventergy’s
Senior Vice President and General Counsel at an initial starting salary of $262,500 per annum, payable monthly, increasing to $350,000
upon the Approved Milestone, along with his own Lump-Sum Cash Bonus. Mr. Sobon received an initial signing bonus of $56,250 in
2013 with an additional signing bonus of $18,750 in 2014. As of December 31, 2015, the Board had not considered any such potential
salary increase or Lump Sum Cash Bonus payment. Mr. Sobon resigned from his position effective January 31, 2016, at which time
Mr. Sobon entered into a separation agreement and related consulting agreement with the Company. The separation agreement provides
for rescission forgiveness of 29,692 RSAs and the consulting agreement provides for payment of $21,875 per month for three months
of consulting services provided through April 2016. The Company may delay payments under the consulting agreement until certain
Company milestones are achieved.
Outstanding Equity Awards
The following table sets forth information concerning
the outstanding equity awards of each of the named executive officers as of December 31, 2015:
|
|
Option Awards
|
|
Stock Awards
|
|
Name and
Principal
Position
|
|
Number of
securities
underlying
unexercised
options
exercisable
|
|
|
Number of
securities
underlying
unexercised
options
unexercisable
|
|
|
Equity
incentive
plan
awards:
Number of
securities
underlying
unexercised
unearned
options
|
|
|
Option
exercise
price
($)
|
|
|
Option
expiration
date
|
|
Number
of shares
or units
of stock
that have
not
vested
|
|
|
Market
value of
shares of
units of
stock that
have not
vested
($)
|
|
Equity
incentive
plan
awards:
Number of
unearned
shares,
units or
other
rights that
have not
vested
|
|
|
Equity
incentive
plan awards:
Market or
payout value
of
unearned
shares, units
or other rights
that have not
vested
($)
|
|
Joseph W. Beyers
Chairman & Chief Executive Officer
|
|
|
-
|
|
|
|
40,000
|
|
|
|
-
|
|
|
|
3.10
|
|
|
Oct 2025
|
|
|
141,214
|
|
|
|
|
|
-
|
|
|
|
-
|
|
Wayne P. Sobon
Senior Vice President and General Counsel
|
|
|
-
|
|
|
|
35,000
|
|
|
|
-
|
|
|
|
3.10
|
|
|
Oct 2025
|
|
|
42,364
|
|
|
|
|
|
-
|
|
|
|
-
|
|
Jon Rortveit
Senior Vice President, IP Acquisitions and Licensing
|
|
|
-
|
|
|
|
30,000
|
|
|
|
-
|
|
|
|
3.10
|
|
|
Oct 2025
|
|
|
39,540
|
|
|
|
|
|
-
|
|
|
|
-
|
|
Compensation of Directors
As of December 31, 2015, our directors were
compensated as follows (the value attributable to any Stock Awards and Option Awards reflects the grant date fair values of stock
or option awards calculated in accordance with FASB Accounting Standards Codification Topic 718):
Name
|
|
Fees earned
or paid in cash ($)
|
|
|
Stock awards
|
|
|
Bonus
|
|
|
Option
Awards ($)
|
|
|
All Other
Compensation
|
|
|
Total ($)
|
|
Francis P. Barton (1)
|
|
|
80,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
50,112
|
|
|
|
-
|
|
|
|
130,112
|
|
Robert A. Gordon (2)
|
|
|
35,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,776
|
|
|
|
-
|
|
|
|
45,776
|
|
William Frank King (3)
|
|
|
45,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18,313
|
|
|
|
-
|
|
|
|
63,313
|
|
Marshall Phelps, Jr. (2)
|
|
|
35,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
13,643
|
|
|
|
-
|
|
|
|
48,643
|
|
|
(1)
|
Mr. Barton earns $35,000 base compensation and $45,000 as Chair of the Audit Committee.
|
|
(2)
|
Messrs. Gordon and Phelps, Jr. each earn $35,000 base compensation.
|
|
(3)
|
Mr. King earns $35,000 base compensation and $10,000 as Chair of both the Compensation Committee
and the Nominating and Corporate Governance Committee.
|
OTHER INFORMATION
Principal Stockholders
The following table sets
forth the total number of shares beneficially owned, as of March 31, 2016, by:
|
•
|
each person known by us at that date to be the beneficial owner of more than 5% of the outstanding
shares of our common stock based solely on such person’s filings with the Securities and Exchange Commission;
|
|
•
|
each of our officers and directors as of such date; and
|
|
•
|
each of our officers and directors as of such date, as a group.
|
As used in the table below, the term beneficial
ownership with respect to the common stock consists of sole or shared voting power (which includes the power to vote, or to direct
the voting of shares of the common stock) or sole or shared investment power (which include the power to dispose, or direct the
disposition of, the shares of common stock). Beneficial ownership is determined according to the rules of the SEC, which generally
provide that a person has beneficial ownership of a security if the security holder possesses sole or shared voting or investment
power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Unless otherwise
indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares
of common stock beneficially owned by them.
As of March 31, 2016, there
were 4,212,220 shares of common stock and 2,500 shares of preferred stock outstanding.
Beneficial Ownership:
Entity/Person
|
|
Common Stock
|
|
|
% of Common
Stock
|
|
|
Series C
Preferred
Stock
|
|
|
%
of Series C
Preferred
Stock
|
|
Alpha Capital Anstalt (1)
|
|
|
221,229
|
|
|
|
4.99
|
%
|
|
|
700
|
|
|
|
28.00
|
%
|
Anson Investments Master Fund LP (2)
|
|
|
221,229
|
|
|
|
4.99
|
%
|
|
|
700
|
|
|
|
28.00
|
%
|
Brio Capital Master Fund LP (3)
|
|
|
221,229
|
|
|
|
4.99
|
%
|
|
|
400
|
|
|
|
16.00
|
%
|
DiamondRock G3, LLC (4)
|
|
|
221,229
|
|
|
|
4.99
|
%
|
|
|
400
|
|
|
|
16.00
|
%
|
Intracoastal Capital, LLC (5)
|
|
|
221,229
|
|
|
|
4.99
|
%
|
|
|
300
|
|
|
|
12.00
|
%
|
Alfred Charles Murabito
|
|
|
521,303
|
|
|
|
12.38
|
%
|
|
|
—
|
|
|
|
—
|
|
Robert A. Gordon (6)(7)
|
|
|
7,702
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
W. Frank King (6)(8)
|
|
|
12,360
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
Joseph W. Beyers (6)(9)
|
|
|
733,343
|
|
|
|
17.41
|
%
|
|
|
—
|
|
|
|
—
|
|
Jon Rortveit (6) (10)
|
|
|
228,196
|
|
|
|
5.42
|
%
|
|
|
—
|
|
|
|
—
|
|
Francis P. Barton (6) (11)
|
|
|
37,193
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
Marshall Phelps, Jr. (6) (12)
|
|
|
30,934
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
John Niedermaier (6)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
All Officers and Directors as a group (7 persons)
|
|
|
1,049,728
|
|
|
|
24.92
|
%
|
|
|
—
|
|
|
|
—
|
|
*less than 1%
(1) Assumes the exercise and/or conversion of the (i) Series C Preferred
Stock, which are convertible into an aggregate of 466,667 shares of common stock, (ii) warrants to purchase 409,167 shares of common
stock, and (iii) 5,638 shares of common stock. The ownership of common stock includes the shares to be acquired upon conversion
and/or exercise of the preferred stock and warrants held by the stockholder, subject to a 4.99% beneficial ownership limitation.
Mr. Konrad Ackermann is the Director of the investor. The address of Mr. Ackermann and the investor is Pradafant 7, Vaduz LI-9490
Liechtenstein.
(2) Assumes the exercise and/or conversion of the (i) Series C Preferred
Stock, which are convertible into an aggregate of 466,667 shares of common stock, and (ii) warrants to purchase 396,667 shares
of common stock. The ownership of common stock reflects solely the shares to be acquired upon conversion and/or exercise of the
preferred stock and warrants held by the stockholder, subject to a 4.99% beneficial ownership limitation. Mr. Amin Nathoo is the
Director of the investor. The address of Mr. Nathoo and the investor is 5950 Berkshire Lane, Suite 210, Dallas, TX 75225.
(3) Assumes the exercise and/or conversion of the (i) Series C Preferred
Stock, which are convertible into an aggregate of 266,667 shares of common stock, and (ii) warrants to purchase 226,667 shares
of common stock. The ownership of common stock reflects solely the shares to be acquired upon conversion and/or exercise of the
preferred stock and warrants held by the stockholder, subject to a 4.99% beneficial ownership limitation. Mr. Shaye Hirsch is the
Director of the investor. The address of Mr. Hirsch and the investor is 100 Merrick Road, Suite 401W, Rockville Centre, NY 11570.
(4) Assumes the exercise and/or conversion of the (i) Series C Preferred
Stock, which are convertible into an aggregate of 266,667 shares of common stock, and (ii) warrants to purchase 226,667 shares
of common stock. The ownership of common stock reflects solely the shares to be acquired upon conversion and/or exercise of the
preferred stock and warrants held by the stockholder, subject to a 4.99% beneficial ownership limitation. Mr. Neil Rock is the
Director of the investor. The address of Mr. Rock and the investor is 2071 Via Ladeta, La Jolla, CA 92037.
(5) Assumes the exercise and/or conversion of the (i) Series C Preferred
Stock, which are convertible into an aggregate of 200,000 shares of common stock, and (ii) warrants to purchase 170,000 shares
of common stock. The ownership of common stock reflects solely the shares to be acquired upon conversion and/or exercise of the
preferred stock and warrants held by the stockholder, subject to a 4.99% beneficial ownership limitation. Mr. Keith Goodman is
the Director of the investor. The address of Mr. Goodman and the investor is 245 Palm Trail, Delray Beach, FL 33483.
(6) The principal address of these stockholders are: c/o Inventergy
Global, Inc., 900 E. Hamilton Avenue #180 Campbell CA 95008.
(7) Consists of 1,272 shares of common stock issued for services
and held directly and 6,430 shares of common stock issuable pursuant to options.
(8) Consists of 100 shares of common stock held directly and 12,260
shares of common stock issuable pursuant to options.
(9) Of such shares (a) an aggregate of 580,231 shares of common
stock are owned directly by Mr. Beyers (141,214 of which are subject to repurchase by Inventergy at par value prior to vesting
in accordance with specified milestones and are subject to Inventergy’s right of first refusal pursuant to the terms of an
Amended and Restated Stock Restriction Agreement dated May 9, 2013 (the “Stock Restriction Agreement”)); (b)
70,695 shares of common stock are owned by Mr. Beyers indirectly through the Monte Securities Trust, a revocable trust;
and (c) an aggregate of 42,417 shares of common stock are owned indirectly through Montalvo Investments, LLC, an entity controlled
by Mr. Beyers but as to which he disclaims beneficial ownership as to 32,110 shares of common stock (2,534 of which shares of common
stock are subject to repurchase by Inventergy at par value and subject to Inventergy’s right of first refusal pursuant to
the Stock Restriction Agreement).
(10) Such shares of common stock were originally issued by Inventergy
pursuant to non-plan stock grants dated February 5, 2013, subject to forfeiture to Inventergy upon the termination of the grantee’s
service before the shares have vested. With respect to 50% of such shares, 20% thereof vested immediately upon grant and a portion
of the remaining shares vest annually over a three year period. With respect to the remaining 50% of the shares, the forfeiture
condition lapses and the shares vest upon achieving specified milestones, including repayment of the Senior Secured Notes, certain
licensing stages are completed and upon acquisitions of additional patent portfolios. 19.975% of these shares currently remain
subject to forfeiture. All such shares are held in escrow by Inventergy and subject to a right of first refusal in the event of
a proposed sale or transfer. This amount also includes 30,000 shares of common stock issuable pursuant to options.
(11) Consists of 37,193 shares of common stock issuable pursuant
to options.
(12) Consists of 21,209 shares of restricted common stock originally
issued by the Company pursuant to non-plan stock grants dated February 5, 2013, subject to forfeiture to the Company upon the termination
of the grantee’s service before the shares have vested. With respect to 50% of such shares, 40% thereof vested immediately
upon grant and the remaining shares vest annually over a two year period. With respect to the remaining 50% of the shares, the
forfeiture condition lapses and the shares vest upon achieving specified milestones, including repayment of certain senior secured
notes, certain licensing stages are completed and acquisitions of additional patent portfolios. 5.975% of these shares (1,268 shares)
currently remain subject to forfeiture. All such shares subject to forfeiture are held in escrow by the Company and subject to
a right of first refusal in the event of a proposed sale or transfer. Also includes 2,225 shares of common stock issued for services
and 7,500 shares of common stock issuable pursuant to options.
Certain Relationships and Related Transactions
On September 23, 2014, the Company entered into a Share Purchase
Agreement with Joseph W. Beyers, the Company’s Chairman and Chief Executive Officer, pursuant to which the Company agreed
to issue to Mr. Beyers up to 23,364 shares of our common stock, at a purchase price of $21.40 per share for aggregate consideration
to us of up to $500,000. Pursuant to the terms of such agreement and concurrently with the execution of the agreement, Mr. Beyers
made an initial payment of $300,000 to the Company towards the aggregate purchase price. The shares were only to be issued if we
did not obtain $6 million or more in debt financing within ten business days of the execution of the agreement. As a result of
the Fortress Agreement the Company is required to return the $300,000 in cash previously prepaid by Mr. Beyers and the Company
will not issue any securities as a result of the Share Purchase Agreement. On April 20, 2015, the Board approved the application
of $100,000 of this amount towards the purchase of shares of the Company’s common stock at price per share equal to the greater
of $4.60 per share or a 15% premium to the market price. As a result, on June 26, 2015, the Company sold 21,740 shares of previously
unissued common stock at a price of $4.60 per share to the Chief Executive Officer. As of December 31, 2015, repayments of $100,000
have been made to the Chief Executive Officer and the remaining balance of $100,000 has been recorded as a related party loan payable.
Audit Committee Review
Our Audit Committee Charter provides that the
Audit Committee will review and approve all transactions between the Company and its officers, directors, director nominees, principal
stockholders and their immediate family members. We intend that any such transactions will be on terms no less favorable to the
Company than the Company could obtain from unaffiliated third parties.
Deadline for Submission of Stockholder Proposals for 2017 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 2017 Annual Meeting of Stockholders, it must
be submitted in writing and comply with the requirements of Rule 14a-8 of the Securities Exchange Act. Such proposals must be received
by the Company at its offices at 900 E. Hamilton Avenue #180, Campbell, CA 95008 no later than , 2017.
Stockholders may present proposals intended for
inclusion in our proxy statement for our 2017 Annual Meeting of Stockholders provided that such proposals are received by the Secretary
of the Company in accordance with the time schedules set forth herein, and otherwise in compliance with, applicable SEC regulations,
and the Company’s Bylaws, as applicable. Proposals submitted not in accordance with such regulations will be deemed untimely
or otherwise deficient; however, the Company will have discretionary authority to include such proposals in the 2016 proxy statement.
Stockholder Communications
Stockholders wishing to communicate with the
Board may direct such communications to the Board c/o the Company, Attn: Joseph W. Beyers. Mr. Beyers will present a summary of
all stockholder communications to the Board at subsequent Board meetings. The directors will have the opportunity to review the
actual communications at their discretion.
Additional Information
Accompanying this proxy statement is a copy of
the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Such Annual Report includes the Company’s
audited financial statements for the 2015 fiscal year and certain other financial information, which is incorporated by reference
herein.
In addition, we are subject to certain 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 John Niedermaier, Secretary
of the Company, at 900 E. Hamilton Avenue #180, Campbell, CA 95008.
ANNEX A
AMENDMENT NO. 3
TO
INVENTERGY GLOBAL, INC.
2014 STOCK PLAN
Adopted on ,
2016
This Amendment No. 3 to Inventergy Global, Inc.
2014 Stock Plan, as amended (the Inventergy Global, Inc. 2014 Stock Plan, the “Plan” and this Amendment No. 3, the
“Amendment”), is made effective as of , 2016 by Inventergy
Global, Inc. (the “Company”).
WITNESSETH:
WHEREAS
, the Board of Directors of the
Company (the “Board”) deems it advisable and in the best interest of the Company to amend the Plan pursuant to this
Amendment to increase the number of shares authorized for issuance under the Plan; and
WHEREAS
, the stockholders of the Company
approved this Amendment at the Company’s 2016 Annual Meeting of Stockholders held on June 6, 2016 pursuant to Section 10(d)
of the Plan.
NOW, THEREFORE,
the Plan is amended
as follows:
Section 4(a) of the Plan is hereby amended to
read in its entirety as follows:
“
(a) Basic Limitation.
Not
more than Six Hundred Eighty Thousand, Five Hundred Forty Five (680,545) Shares may be issued under the Plan, subject to Subsection
(b) below and Section 8(a).2 All of these Shares may be issued upon the exercise of ISOs. The number of Shares that are subject
to Options or other rights outstanding at any time under the Plan may not exceed the number of Shares that then remain available
for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient
Shares to satisfy the requirements of the Plan. Shares offered under the Plan may be authorized but unissued Shares or treasury
Shares.”
Exhibit A containing the “Schedule of Shares
Reserved for Issuance under the Plan” is hereby updated to take account for this Amendment. All other terms and provisions
of the Plan shall remain unchanged and in full force and effect as written.
IN WITNESS WHEREOF, this Amendment No. 3 is made
effective this day of 2016.
|
INVENTERGY GLOBAL, INC.
|
|
By:
|
|
|
|
|
|
|
Name:
|
|
|
Title:
|
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
THE UNDERSIGNED HEREBY APPOINTS JOSEPH W. BEYERS
AND JOHN NIEDERMAIER, AND EACH OF THEM, AS PROXIES OF THE UNDERSIGNED, WITH FULL POWER OF SUBSTITUTION, TO VOTE ALL THE SHARES
OF COMMON STOCK OF INVENTERGY GLOBAL, INC. HELD OF RECORD BY THE UNDERSIGNED ON APRIL 14, 2016, AT THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 6, 2016, OR ANY ADJOURNMENT THEREOF.
1. To
elect two Class II directors to the Company’s Board of Directors to serve until the 2019 Annual Meeting of Stockholders or
until their successors are elected and qualified.
|
|
FOR ALL
¨
|
|
WITHHOLD
ALL
¨
|
|
FOR ALL
EXCEPT
¨
|
|
To withhold authority to vote for an individual nominee, mark “For
All Except” and write the name of the excepted nominee on the line below.
|
W. Frank King
Marshall Phelps, Jr.
2. To
ratify the appointment by the Board of Directors of Marcum LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2016:
¨
FOR
¨
AGAINST
¨
ABSTAIN
3. To
approve, for purposes of complying with applicable Nasdaq Listing Rules, the potential issuance of more than 20% of the Company’s
issued and outstanding common stock pursuant to the Company’s recent financing:
¨
FOR
¨
AGAINST
¨
ABSTAIN
4. To
approve an amendment to the Inventergy Global, Inc. 2014 Stock Plan, as amended, to increase the number of shares authorized for
issuance under the plan by 150,000 shares from 530,545 shares to 680,545 shares:
¨
FOR
¨
AGAINST
¨
ABSTAIN
5. To
approve a non-binding advisory vote on compensation of our named executive officers:
¨
FOR
¨
AGAINST
¨
ABSTAIN
The shares represented by this proxy, when
properly executed, will be voted as specified by the undersigned stockholder(s). If this card contains no specific voting instructions,
the shares will be voted
FOR
the director nominees and
FOR
each of the other proposals described
on this card.
In their discretion, the proxies are authorized
to vote upon such other business as may properly come before the meeting.
Please mark, sign, date and return this
proxy promptly using the accompanying postage pre-paid envelope. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
INVENTERGY GLOBAL, INC.
|
|
|
Signature of Stockholder(s)
|
|
|
|
|
|
Date
|
When shares are held by joint tenants, both
should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation,
please sign the corporate name by the president or other authorized officer. If a partnership, please sign in the partnership name
by an authorized person.
Use the internet to transmit your voting instructions
and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card
in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction
form.
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