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Business Items
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Board Voting
Recommendation |
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Page
Reference |
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1.
Election of Directors
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FOR Each Director
Nominee |
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36
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2.
Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018
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FOR
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40
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3.
Advisory Vote on Executive Compensation
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FOR
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43
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| ☐ | | |
www.proxyvote.com
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☐
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| | Sign, date and return your proxy card or voting instruction form. | |
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1-800-690-6903
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| | In person — You may vote your shares in person at the Annual Meeting. | |
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•
Size of Board — 7 Directors
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Board Meetings Held in Fiscal 2017 — 22
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Number of Independent Directors — 6
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Board Responsible for Risk Oversight
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•
Regular Executive Sessions with Independent Directors
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•
Code of Conduct for Directors, Officers and Employees
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•
Separate Chairman and CEO
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•
Anti-Hedging Policy
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•
Average Age of Directors — 57.1
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•
Executive Compensation Tied to Performance Measures
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Name
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Age
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Director
Since |
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Independent
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Committee Memberships
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Jonathan Bond
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61
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2018
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Yes
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| | Audit | |
Steve Bornstein
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66
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2017
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Yes
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| | Compensation | |
Bonin Bough
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40
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2018
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Yes
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| | Compensation, Governance and Nominating | |
Steven Felsher
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69
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2018
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Yes
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Audit (Chair), Governance and Nominating (Chair)
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Brett O’Brien
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45
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2018
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Yes
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| | Governance and Nominating | |
Thomas J. Pallack
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63
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2017
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No
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Q.
Why did I receive these proxy materials?
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A.
We are providing these proxy materials to you because our Board is soliciting your proxy to vote at our Annual Meeting. As a stockholder of record of the Company, you are invited to attend the Annual Meeting and you are entitled and requested to vote on the proposals described in this Proxy Statement. This Proxy Statement also gives you information about the proposals to be voted upon at the Annual Meeting, as well as other information, so that you can make an informed decision.
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Q.
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
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A.
In accordance with rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we may furnish proxy materials, including this Proxy Statement and our Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which is being mailed to our stockholders on or about October 4, 2018, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions in the Notice for requesting such materials.
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Q.
How does the Board recommend that I vote on each of the proposals?
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A.
Our Board recommends that you vote your shares in accordance with the instructions on your proxy card as follows:
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(i)
“FOR” the election of each of the nominees listed in Proposal 1 to serve until our 2019 annual meeting of stockholders, or until their respective successors have been duly elected and qualified;
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(ii)
“FOR” the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018; and
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(iii)
“FOR” the advisory resolution to approve the compensation of our named executive officers.
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Q.
Who can vote at the Annual Meeting and what are the voting rights of such stockholders?
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A.
Only stockholders of record as of the close of business on September 20, 2018 are entitled to notice of, and to vote on, the matters presented at the Annual Meeting. Such stockholders will be entitled to one vote for each share held on each matter submitted to a vote at the Annual Meeting. As of the Record Date, there were approximately 25,437,536 shares of the Company’s common stock issued and outstanding.
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Q.
How do I vote?
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A.
If you hold your shares directly and not through a bank, broker or other nominee, you may vote your shares in four different ways, as follows:
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(1)
Over the Internet: Refer to the proxy card or voting instruction form for instructions on voting your shares over the Internet, which will include the website and the control number to access your account and vote your shares. You must specify how you want your shares voted, or your Internet vote cannot be completed and you will receive an error message. Your shares will be voted according to your instructions.
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(2)
By Telephone: Refer to the proxy card or voting instruction form for instructions on voting your shares by telephone, which will include a toll-free number for the United States, Canada and Puerto Rico and the control number to access your account. Simply follow the recorded instructions. You must specify how you want your shares voted and confirm your vote at the end of the call, or your telephone vote cannot be completed. Your shares will be voted according to your instructions.
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(3)
By Mail: If you received your proxy materials by mail, complete and sign your proxy card or voting instruction form and mail it in the enclosed postage prepaid envelope we provided so that it is received by November 14, 2018, two days before the Annual Meeting, to be sure it is received in time to count.
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(4)
In Person at the Meeting: If you attend the Annual Meeting, you may deliver your completed proxy card in person or you may vote by completing a ballot, which we will provide to you at the Annual Meeting.
If you hold your shares through a broker, bank or other nominee: a voting instruction card has been provided to you by your broker, bank or other nominee describing how to vote your shares. If you receive a voting instruction card, you can vote by completing and returning the voting instruction card to your broker, bank or other nominee. Please be sure to mark your voting choices on your voting instruction card before you return it to your broker, bank or other nominee. You may also be able to vote by telephone or via the Internet. Please refer to the instructions provided with your voting instruction card for information about voting in these ways.
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Q.
How will my shares be voted if I do not return my proxy or do not provide specific voting instructions in the proxy card or voting instruction form that I submit?
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A.
If your shares are registered directly in your name, your shares will not be voted if you do not vote over the Internet, by telephone, by returning your proxy or by ballot at the Annual Meeting. If you submit a proxy card without giving specific voting instructions on one or more matters listed in the notice for the Annual Meeting, your shares will be voted as recommended by our Board on such matters, and as the proxy holders may determine in their discretion on how to vote with respect to any other matters properly presented for a vote at the Annual Meeting, subject to compliance with Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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If your shares are held in “street” name at a broker, your broker may under certain circumstances vote your shares on “routine” matters in their discretion if you do not provide voting instructions on a timely basis in accordance with the instructions provided by them. However, if you do not provide timely instructions, your broker does not have the authority to vote your shares on any
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“non-routine” proposals at the Annual Meeting and a “broker non-vote” would occur. Proposals No. 1 and 3 presented at this year’s Annual Meeting are considered non-routine proposals under the rules of The Nasdaq Stock Market (the “NASDAQ”). If your broker does not receive instructions from you on how to vote your shares on Proposals No. 1 and 3, your broker may not vote on those matters. Proposal No. 2 presented at this year’s Annual Meeting is considered a routine proposal under NASDAQ rules. Thus, brokers or other entities holding shares for you in “street” name may vote on Proposal No. 2 in their discretion if you do not provide them with voting instructions.
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Q.
How will my shares be voted if I mark “Abstain” on my proxy card?
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A.
We will count a properly executed proxy card marked “Abstain” as present for purposes of determining whether a quorum is present at the Annual Meeting, but abstentions will not be counted as votes cast for or against any given matter.
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Q.
Can I change my vote or revoke my proxy?
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A.
If your shares are registered directly in your name, you may revoke your proxy or change your vote at any time before the Annual Meeting. To do so, you must do one of the following:
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(1)
Vote over the Internet or by telephone as instructed above. Only your latest Internet or telephone vote will be counted.
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(2)
Sign a new proxy and mail it as instructed above. Only your latest dated, valid proxy received will be counted.
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(3)
Attend the Annual Meeting, request that your proxy be revoked and vote in person as instructed above. Attending the Annual Meeting will not revoke your Internet vote, telephone vote or proxy, as the case may be, unless you specifically request that your vote is revoked.
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(4)
Deliver a written instrument that revokes your proxy to our principal offices (Attention: Investor Relations).
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If your shares are held in “street” name, you may submit a new, later-dated voting instruction form or contact your bank, broker or other nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy as described in the answer to the question above entitled “How do I vote?”.
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Q.
What effect do broker non-votes have on the proposals?
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A.
If you hold shares through an account with a broker, the voting of your shares by such broker is governed by NASDAQ rules when you do not
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provide voting instructions. NASDAQ rules determine whether proposals presented at the Annual Meeting are routine or non-routine. If a proposal is routine, a broker or other entity holding your shares in “street” name may vote your shares on the proposal without voting instructions from you. If a proposal is non-routine, the broker or other entity may vote your shares on the proposal only if you have provided voting instructions. A “broker non-vote” occurs when the broker or other entity is unable to vote on the proposal because the proposal is non-routine and the owner does not provide instructions. As a result, brokers or other entities holding your shares in “street” name may vote your shares on routine proposals even if no voting instructions are provided by you. Proposals No. 1 and 3 presented at the Annual Meeting are considered non-routine proposals under the rules of The Nasdaq Stock Market (the “NASDAQ”). If your broker does not receive instructions from you on how to vote your shares on Proposals No. 1 and 3, your broker may not vote on those matters. Proposal No. 2 presented at the Annual Meeting is considered a routine proposal under NASDAQ rules. Thus, brokers or other entities holding shares for you in “street” name are permitted to use own discretion in voting on Proposal No. 2 if you do not provide them with voting instructions.
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Q.
What does it mean if I receive more than one proxy card or voting instruction form?
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A.
It generally means your shares are registered differently or are held in more than one account. To ensure that all of your shares are voted, please vote using each proxy card or voting instruction form you receive or, if you vote by Internet or telephone, you will need to enter each of your control numbers. Remember, you may vote by telephone, Internet or by signing, dating and returning the proxy card in the postage-paid envelope provided with these proxy materials, or by voting by ballot at the Annual Meeting.
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Q.
How many shares must be present to hold the Annual Meeting?
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A.
The holders of a majority of the approximately 25,437,536 shares of common stock outstanding as of the Record Date, either present or represented by proxy, constitute a quorum. A quorum is necessary in order to conduct the Annual Meeting. Shares that are voted “FOR” or “AGAINST” a proposal or marked “ABSTAIN” are treated as being present at the Annual Meeting for purposes of establishing a quorum, and are also treated as shares entitled to vote at the Annual Meeting. Broker
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“non-votes”, if any, are also included for purposes of determining whether a quorum of shares of common stock is present at the Annual Meeting.
For purposes of determining whether a quorum exists, we count as present any shares that are voted over the Internet, by telephone, by mail or that are represented in person at the Annual Meeting. If a quorum is not present by attendance or representation by proxy at the Annual Meeting, the stockholders present by attendance at the Annual Meeting or by proxy may adjourn the Annual Meeting until a quorum is present.
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Q.
What vote is required to approve each matter and how are votes counted?
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A.
Proposal No. 1 — Election of Six Directors
Directors will be elected by a plurality of the votes cast at the meeting, meaning that the six nominees receiving the highest number of votes “FOR” election will be elected as directors. Your vote may be cast “FOR” all of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. If a stockholder does not vote for the election of directors because the authority to vote is withheld, because a proxy is not returned, because the broker holding the shares does not vote, or because of some other reason, the shares will not count in determining the total number of votes for each nominee. If you sign your proxy card with no further instructions and you are a stockholder of record, then your shares will be voted in accordance with the recommendations of our Board. Broker “non-votes”, if any, are not included in the tabulation of the voting results and, therefore, they do not have any effect on the voting results for Proposal No. 1.
Proposal No. 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 requires the affirmative vote of the holders of a majority of the outstanding shares as of the Record Date that are present in person or represented by proxy at the Annual Meeting and entitled to vote on such matter. Brokers are permitted to exercise discretion in voting on this proposal, so there will not be any broker “non-votes” for Proposal No. 2. Abstentions will have the effect of votes “AGAINST” Proposal No. 2.
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Proposal No. 3 — Advisory Vote to Approve the Compensation of our Named Executive Officers (Say on Pay)
The proposal to conduct an advisory vote to approve the compensation of our named executive officers requires the affirmative vote of the holders of a majority of the outstanding shares as of the Record Date that are present in person or represented by proxy at the Annual Meeting and entitled to vote on such matter. Broker “non-votes” and abstentions, if any, are not included in the tabulation of the voting results and, therefore, do not have any effect on the voting results for Proposal No. 3.
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Q.
Who will serve as proxies for the Annual Meeting?
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A.
Our Board is asking you to give your proxy to William Seagrave, our Chief Operating Officer and Interim Co-Chief Financial Officer. Giving your proxy to Mr. Seagrave means that you authorize him or his duly appointed substitutes to vote your shares at the Annual Meeting in accordance with your instructions. For Proposal No. 1, you may vote “FOR” all of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. For Proposals No. 2 and 3, you may vote “FOR” or “AGAINST” the proposals, or 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 in accordance with our Board’s recommendations.
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Q.
Are there other matters to be voted on at the Annual Meeting?
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A.
We do not know of any matters that may come before the Annual Meeting other than as described in this Proxy Statement. If any other matters are properly presented at the Annual Meeting, the persons named in the accompanying proxy card intend to vote, or otherwise act, in accordance with their judgment on such matters, subject to compliance with Rule 14a-4(c) of the Exchange Act.
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Q.
What is the Company’s Internet address?
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A.
You can access this Proxy Statement and our Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2017 on our website at www.sitomobile.com. The Company’s filings with the SEC are available free of charge via a link from this address. Unless expressly indicated otherwise, information contained on our website is not part of this Proxy Statement.
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In addition, none of the information on the other websites listed in this Proxy Statement is part of this Proxy Statement. These website addresses are intended to be inactive textual references only.
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Q.
May I attend the Annual Meeting?
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A.
Only holders of shares of our outstanding common stock and their proxy holders as of the Record Date 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 photo identification to the Annual Meeting. For example, you could provide an account statement showing that you beneficially owned shares of common stock as of the Record Date as acceptable proof of ownership. You must also contact your broker and follow its instructions in order to vote your shares at the Annual Meeting. If you hold your shares through a broker, you may not vote your shares at the Annual Meeting unless you have first followed the procedures outlined by your broker.
If you are a stockholder of record on the Record Date, please be prepared to provide proper identification, such as a driver’s license or state identification card. If you hold your shares in “street” name, you will need to provide proof of ownership, such as a recent account statement or letter from your bank, broker or other nominee, along with proper identification. The Company reserves the right to deny admittance to anyone who cannot adequately show proof of share ownership as of the Record Date. No cameras, recording equipment, large bags, briefcases or packages will be permitted at the Annual Meeting.
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Q.
Who will solicit proxies on behalf of the Board?
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A.
Proxies may be solicited on behalf of our Board, without additional compensation, by the Company’s directors and certain executive officers. Such persons are listed in the section of this Proxy Statement entitled “Executive Officers and Directors of the Company.” Additionally, the Company has retained The Proxy Advisory Group, LLC, a proxy solicitation firm, which may solicit proxies on our Board’s behalf.
The original solicitation of proxies by Notice and by mail may be supplemented by additional telephone, facsimile, electronic mail, Internet and personal solicitation by our directors and certain executive officers (who will receive no additional compensation for such solicitation
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activities), or by The Proxy Advisory Group, LLC. You may also be solicited by advertisements in periodicals, press releases issued by us and postings on our corporate website or other websites. Unless expressly indicated otherwise, information contained on our corporate website or other websites is not part of this Proxy Statement.
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Q.
What are the costs of soliciting these proxies?
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A.
The entire cost of soliciting proxies on behalf of our Board, including the costs of preparing, assembling, printing and mailing this Proxy Statement, the proxy card and any additional soliciting materials furnished to stockholders by or on behalf of the Company, will be borne by the Company. Copies of solicitation material will be furnished to brokerage houses, dealers, banks, voting trustees, their respective nominees and other agents holding shares in their names, which are beneficially owned by others, so that they may forward such solicitation material, together with the Annual Report, to beneficial owners. In addition, if asked, we will reimburse these persons for their reasonable expenses in forwarding these materials to the beneficial owners.
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Q.
Who can answer my questions?
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A.
If you have questions or require assistance in the voting of your shares, please call (212) 616-2180, the firm assisting us in the solicitation of proxies:
The Proxy Advisory Group, LLC
18 East 41st Street, Suite 2000 New York, New York 10017-6219 (212) 616-2180 info@proxyadvisory.net |
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Q.
How can I obtain additional copies of these materials or copies of other documents?
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A.
Complete copies of this Proxy Statement and the Annual Report are also available at www.proxyvote.com. You may also contact 1-800-690-6903 for additional copies of those documents.
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Director
|
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Audit Committee
|
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Compensation
Committee |
| |
Governance and
Nominating Committee |
|
Jonathan Bond
|
| |
X
|
| | | | | | |
Steve Bornstein
|
| | | | |
X
|
| | | |
Bonin Bough
|
| | | | |
X
|
| |
X
|
|
Michael Durden
|
| |
X
|
| |
Chair
|
| |
X
|
|
Steven Felsher*
|
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Chair
|
| | | | |
Chair
|
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Brett O’Brien
|
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X
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|
Name
|
| |
Fees earned or
paid in cash ($) |
| |
Stock awards
($)(10) |
| |
Option awards
($)(10) |
| |
All other
compensation ($) |
| |
Total
($) |
| |||||||||||||||
Jonathan E. Sandelman(1)
|
| | | | 20,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,500 | | |
Betsy J. Bernard(1)
|
| | | | 30,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,250 | | |
Joseph A. Beatty(1)
|
| | | | 22,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,750 | | |
Lowell Robinson(1)(2)
|
| | | | 11,500 | | | | | | — | | | | | | 52,000(2) | | | | | | — | | | | | | 63,500 | | |
Brent Rosenthal
|
| | | | 47,417(3) | | | | | | 175,000(6) | | | | | | — | | | | | | — | | | | | | 222,417 | | |
Michael Durden(4)
|
| | | | 37,917 | | | | | | 100,000(8) | | | | | | — | | | | | | — | | | | | | 137,917 | | |
Itzhak Fisher(4)
|
| | | | 35,000 | | | | | | 100,000(8) | | | | | | — | | | | | | — | | | | | | 135,000 | | |
Steve Bornstein(5)
|
| | | | 16,667 | | | | | | 75,000(9) | | | | | | — | | | | | | — | | | | | | 91,667 | | |
Karen Seminara Patton(5)
|
| | | | 25,000 | | | | | | 75,000(9) | | | | | | — | | | | | | — | | | | | | 100,000 | | |
Thomas Thekkethala(4)(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 62,500(6) | | | | | | 62,500 | | |
Matthew Stecker(4)(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 68,750(6) | | | | | | 68,750 | | |
Name
|
| |
Options (#)
|
| |
RSUs (#)
|
| ||||||
Jonathan E. Sandelman
|
| | | | 25,000 | | | | | | — | | |
Betsy J. Bernard
|
| | | | 39,375 | | | | | | — | | |
Joseph A. Beatty
|
| | | | — | | | | | | — | | |
Lowell Robinson
|
| | | | — | | | | | | — | | |
Brent Rosenthal
|
| | | | 20,000 | | | | | | — | | |
Michael Durden
|
| | | | — | | | | | | 22,988 | | |
Itzhak Fisher
|
| | | | — | | | | | | 22,988 | | |
Steve Bornstein
|
| | | | — | | | | | | 18,564 | | |
Karen Seminara Patton
|
| | | | — | | | | | | 18,564 | | |
Thomas Thekkethala
|
| | | | — | | | | | | — | | |
Matthew Stecker
|
| | | | — | | | | | | — | | |
Name(1)(2)
|
| |
Shares
|
| |
Percentage
|
| ||||||
Jonathan Bond(3)
|
| | | | 33,164 | | | | | | *% | | |
Steve Bornstein(4)
|
| | | | 39,923 | | | | | | *% | | |
Bonin Bough(3)
|
| | | | 28,964 | | | | | | *% | | |
Michael Durden(5)
|
| | | | 17,241 | | | | | | *% | | |
Steven Felsher(3)
|
| | | | 23,364 | | | | | | *% | | |
Brett O’Brien(6)
|
| | | | 24,038 | | | | | | *% | | |
Thomas J. Pallack(7)
|
| | | | 214,983 | | | | | | *% | | |
William A. Seagrave(8)
|
| | | | 92,164 | | | | | | *% | | |
Michael Blanche(9)
|
| | | | 66,667 | | | | | | *% | | |
Mark Del Priore(10)
|
| | | | 209,173 | | | | | | *% | | |
Directors, and Executive Officers as a Group (12 persons)(1)(2)
|
| | | | 811,810 | | | | | | 3.2% | | |
Nicole Braun(11)
|
| | | | 1,912,474 | | | | | | 7.5% | | |
Name
|
| |
Unvested
Restricted Stock Units |
| |
Unvested
Stock Options |
| ||||||
Jonathan Bond
|
| | | | — | | | | | | — | | |
Steve Bornstein
|
| | | | 4,641 | | | | | | — | | |
Bonin Bough
|
| | | | — | | | | | | — | | |
Michael Durden
|
| | | | 5,747 | | | | | | — | | |
Steven Felsher
|
| | | | — | | | | | | — | | |
Brett O’Brien
|
| | | | — | | | | | | — | | |
Name
|
| |
Unvested
Restricted Stock Units |
| |
Unvested
Stock Options |
| ||||||
Thomas J. Pallack
|
| | | | 1,028,050 | | | | | | 300,000 | | |
William A. Seagrave
|
| | | | 225,468 | | | | | | 75,000 | | |
Michael Blanche
|
| | | | 75,000 | | | | | | 83,333 | | |
Mark Del Priore
|
| | | | — | | | | | | — | | |
Officers and Directors as a Group (12 persons)
|
| | |
|
1,564,374
|
| | | |
|
555,833
|
| |
Names
|
| |
Position During Fiscal 2017
|
|
Thomas J. Pallack | | | Chief Executive Officer, appointed as Interim CEO June 1, 2017, appointed as CEO June 26, 2017 | |
Jerry Hug | | | Former Chief Executive Officer, resigned February 17, 2017 | |
Richard O’Connell Jr. | | | Former Interim Chief Executive Officer, appointed February 2017, removed June 1, 2017 | |
William A. Seagrave | | | Chief Operating Officer, appointed June 26, 2017, Interim Co-Chief Financial Officer, appointed July 24, 2018 | |
Mark Del Priore | | | Former Chief Financial Officer, appointed as Interim CFO June 1, 2017, appointed as CFO June 26, 2017, resigned July 23, 2018 | |
Compensation Element
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Brief Description
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Objectives
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Base Salary | | | Fixed compensation | | | Provide a competitive, fixed level of cash compensation to attract and retain talented and skilled executives | |
Annual Bonuses | | | Variable, performance-based cash compensation earned based on achieving pre-established annual goals | | |
Motivate executives to achieve or exceed our current-year financial goals and reward them for their achievements
Aid in retention of key executives in a highly competitive market for talent
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Equity Incentive Awards | | | Variable, equity-based compensation to promote achievement of longer-term goals | | | Align executives’ interests with those of our stockholders and encourage executive decision-making that maximizes growth and value creation over the long-term | |
| | | | | | Aid in retention of key executives and ensure continuity of management in a highly competitive market for talent | |
Compensation Element
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Brief Description
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Objectives
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Employee Benefits and Perquisites | | | Participation in all broad-based employee health and welfare programs and retirement plans | | | Aid in retention of key executives in a highly competitive market for talent by providing overall benefits package competitive with industry peers | |
Executive
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Base Salary
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Thomas J. Pallack
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| | | $ | 350,000 | | |
William A. Seagrave
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| | | $ | 300,000 | | |
Mark Del Priore
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| | | $ | 225,000 | | |
In the event that the Company’s total revenue during the six months ended December31, 2017 are at least: |
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And the Company executes not
less than the number of Data Deals (as defined below) specified below: |
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Executive shall be entitled to a
cash bonus of the following percentage of Executive’s Base Salary: |
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$22.0 million | | |
Two(2)
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50%
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$22.5 million | | |
Three(3)
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100%
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$25.0 million | | |
Four(4)
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200%
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Executive
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Base Salary
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Bonus at 50% of
Base Salary |
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Bonus at 100% of
Base Salary |
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Bonus at 200% of
Base Salary |
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Thomas J. Pallack
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| | | $ | 350,000 | | | | | $ | 175,000 | | | | | $ | 350,000 | | | | | $ | 700,000 | | |
William A. Seagrave
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| | | $ | 300,000 | | | | | $ | 150,000 | | | | | $ | 300,000 | | | | | $ | 600,000 | | |
Mark Del Priore
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| | | $ | 225,000 | | | | | $ | 112,500 | | | | | $ | 225,000 | | | | | $ | 450,000 | | |
Performance Metric
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Weighting
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Threshold 50%
of Base Salary |
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Target 100%
of Base Salary |
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Maximum 150%
of Base Salary |
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Revenue
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| | | | 60% | | | |
$55.0 million
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$59.0 million
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$68.0 million
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EBITDA
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| | | | 40% | | | |
$1.0 million
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$3.0 million
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$4.0 million
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Executive
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Stock Options
($6.01 Exercise Price) |
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RSUs
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Thomas J. Pallack
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| | | | 400,000 | | | | | | 1,028,050 | | |
William A. Seagrave
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| | | | 100,000 | | | | | | 225,468 | | |
Mark Del Priore
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| | | | 100,000 | | | | | | 225,468 | | |
Share Price Target Achieved and Sustained for 65 Consecutive Trading Days
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Percentage of
Award Vested |
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$7.00 per share
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20%
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$10.00 per share
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an additional 30%
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$15.00 per share
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an additional 50%
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Name and Position
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Year
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Salary
($) |
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Bonus
($) |
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Stock
Awards ($) |
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Option
Awards ($) |
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Nonequity
Incentive Plan Compensation |
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All Other
Compensation ($) |
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Total
($) |
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Thomas J. Pallack
Chief Executive Officer(1) |
| | | | 2017 | | | | | | 189,583 | | | | | | — | | | | | | 343,002(2) | | | | | | 2,132,640(3) | | | | | | 700,000(4) | | | | | | — | | | | | | 3,365,223 | | |
Jerry Hug
Former Chief Executive Officer(5) |
| | | | 2017 | | | | | | 59,306 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 59,306 | | |
| | | 2016 | | | | | | 305,139 | | | | | | 144,471 | | | | | | — | | | | | | 1,009,833 | | | | | | — | | | | | | — | | | | | | 1,459,443 | | | ||
Richard O’Connell Jr.
Former Interim Chief Executive Officer(6) |
| | | | 2017 | | | | | | 107,917 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 107,917 | | |
William Seagrave
Chief Operating Officer and Interim Co-Chief Financial Officer(7) |
| | | | 2017 | | | | | | 162,500 | | | | | | — | | | | | | 75,226(2) | | | | | | 533,160(3) | | | | | | 600,000(4) | | | | | | — | | | | | | 1,370,886 | | |
Mark Del Priore
Former Chief Financial Officer(8) |
| | | | 2017 | | | | | | 121,875 | | | | | | — | | | | | | 75,226(2) | | | | | | 533,160(3) | | | | | | 450,000(4) | | | | | | — | | | | | | 1,180,261 | | |
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Option Awards
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Stock Awards
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Name
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Number of
securities underlying unexercised options exercisable (#) |
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Number of
securities underlying unexercised options unexercisable (#) |
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Option
exercise price ($) |
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Option
expiration date |
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Equity
incentive plan awards: number of unearned shares, units or other rights that have not vested (#) |
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Equity
incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) |
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Thomas J. Pallack
|
| | | | — | | | | | | 400,000(2) | | | | | | 6.01 | | | | | | 7/24/2027 | | | | | | 1,028,050(3) | | | | | | 6,908,496 |
Jerry Hug(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — |
Richard O’Connell Jr.
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| | | | 5,000 | | | | | | — | | | | | | 2.58 | | | | | | 12/1/2018 | | | | | | — | | | | | | — |
William Seagrave
|
| | | | — | | | | | | 100,000(2) | | | | | | 6.01 | | | | | | 7/24/2027 | | | | | | 225,468(3) | | | | | | 1,515,144 |
Mark Del Priore
|
| | | | — | | | | | | 100,000(2) | | | | | | 6.01 | | | | | | 7/24/2027(5) | | | | | | 225,468(3) | | | | | | 1,515,144 |
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2017
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2016
|
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Audit Fees
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| | | $ | 257,564 | | | | | $ | 137,982 | | |
Audit-Related Fees
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| | | $ | 63,650 | | | | | $ | 0 | | |
Tax Fees
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| | | $ | 0 | | | | | $ | 0 | | |
All Other Fees
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| | | $ | 0 | | | | | $ | 58,500 | | |
Total Fees
|
| | | $ | 321,214 | | | | | $ | 196,482 | | |