☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §240.14a-12
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SHIFTPIXY, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Sincerely,
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Scott W. Absher
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Chief Executive Officer and Chair of the Board
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(1)
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To elect five directors to serve until the next annual meeting of shareholders and until their successors have been elected and qualified;
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(2)
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To approve the proposed amendments to the Company’s 2017 Stock Option/Stock Issuance Plan and the award of certain stock option grants pursuant to the Plan;
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(3)
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To approve a proposed amendment to the Company’s Articles of Incorporation;
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(4)
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To ratify the appointment of Marcum LLP as our independent registered public accounting firm for our fiscal year ending August 31, 2021;
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(5)
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To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement;
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(6)
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To vote, on an advisory basis, on the frequency of holding an advisory vote on compensation of our named executive officers; and
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(7)
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To conduct such other business as may properly come before the meeting or any adjournments or postponements thereof.
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BY ORDER OF OUR BOARD OF DIRECTORS
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Robert S. Gans
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General Counsel and Secretary
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•
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By internet or by telephone. Follow the instructions included in the Notice or, if you received printed materials, in the proxy card to vote over the internet or by telephone.
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•
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By mail. If you received a proxy card by mail, you can vote by mail by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with our Board’s recommendations as noted below.
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•
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At the time of the virtual meeting. If you attend the virtual meeting, you may vote your shares online at the time of the meeting. You may vote your shares electronically through the portal at the virtual annual meeting (if you satisfy the admission requirements, as described below). Even if you plan to attend the annual meeting virtually, we encourage you to vote in advance by telephone, through the internet or by mail so that your vote will be counted in the event you later decide not to attend.
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☐
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“FOR” the election of the nominees for directors;
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☐
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“FOR” the approval of the amendments to the 2017 Stock Option/Stock Issuance Plan;
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☐
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“FOR” the approval of the amendment to the ShiftPixy Articles of Incorporation;
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☐
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“FOR” the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2021 (“Fiscal 2021”);
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☐
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“FOR” the compensation of our named executive officers, as disclosed in this proxy statement; and
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☐
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“FOR” holding an advisory vote on the compensation of our named executive officers every three years.
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☐
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if you received a proxy card, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;
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☐
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by re-voting by internet or by telephone as instructed above;
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☐
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by notifying ShiftPixy’s Secretary in writing before the annual meeting that you have revoked your proxy; or
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☐
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by attending the annual meeting and voting at the meeting. Attending the annual meeting will not in and of itself revoke a previously submitted proxy. You must specifically request at the annual meeting that it be revoked.
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Proposal 1: Elect Directors
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The nominees for director who receive the most votes (also known as a “plurality” of the votes cast) will be elected. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of the directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
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Proposal 2: Approve Amendments to the Company’s 2017 Stock Option/Stock Issuance Plan
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The affirmative vote of a majority of the votes cast at the annual meeting at which a quorum representing the majority of all outstanding shares of the Company’s common stock is present and voting, either in person or by proxy, is required to approve the amendments to the 2017 Stock Option/Stock Issuance Plan (the “Plan”) and the award of certain stock option grants pursuant to the Plan. Abstentions will be treated as votes against this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
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Proposal 3: Approve An Amendment to the Company’s Articles of Incorporation
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The affirmative vote of a majority of the votes cast at the meeting at which a quorum representing a majority of all outstanding shares of the Company’s common stock entitled to vote is present and voting, either in person or by proxy, is required to amend our Articles of Incorporation. Abstentions and broker non-votes, if any, will be treated as votes against this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
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Proposal 4: Ratify Appointment of Independent Registered Public Accounting Firm
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The affirmative vote of a majority of the votes present or represented by proxy and entitled to vote at the annual meeting for this proposal is required to ratify the selection of our independent registered public accounting firm. Abstentions will be treated as votes against this proposal. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our shareholders to select our independent registered public accounting firm. However, if our shareholders do not ratify the appointment of Marcum LLP as our independent registered public accounting firm for Fiscal 2021, our Audit Committee of our Board will reconsider its selection.
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Proposal 5: Approve an Advisory Vote on the Compensation of our Named Executive Officers
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The affirmative vote of a majority of the votes present or represented by proxy and entitled to vote at the annual meeting is required to approve, on an advisory basis, the compensation of our named executive officers, as described in this proxy statement. Abstentions will be treated as votes against this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. Although the advisory vote is non-binding, the Compensation Committee and our Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.
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Proposal 6: Approve an Advisory Vote on the Frequency of Holding an Advisory Vote on the Compensation of our Named Executive Officers
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The frequency of holding an advisory vote on the compensation of our named executive officers — every year, every two years or every three years — receiving the majority of votes cast will be the frequency approved by our shareholders. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes, as well as abstentions, will have no effect on the results of this vote. Although the advisory vote is non-binding, the Compensation Committee and our Board will review the voting results and take them into consideration when determining the frequency of holding an advisory vote on the compensation of our named executive officers for the next six years.
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Executive Officers and Directors
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Number of
Shares
Beneficially
Owned
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Number
of Shares
Acquirable
|
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Beneficial
Ownership
Percentage
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Scott W. Absher, CEO and Chair(1)
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12,813,750
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1,250
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61.3%
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Domonic J. Carney, Chief Financial Officer(2)
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—
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61,459
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*%
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Robert S. Gans, General Counsel and Secretary(2)
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—
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50,000
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*%
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Kenneth W. Weaver, Director(3)
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5,062
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0
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*%
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Whitney J. White, Director(3)
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1,498
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0
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*%
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Christopher Sebes, Director
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—
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0
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*%
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Amanda Murphy, Director and Director of Operations(4)
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3,750
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103,750
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*%
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All Executive Officers and Directors as a Group (7 persons)
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12,824,060
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216,459
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61.4%
|
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5% Shareholders
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Stephen Holmes(5)
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12,072,047
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11,791,500
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57.8%
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*
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Less than 1%
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(1)
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Represents 12,812,000 shares of common stock and 1,250 shares underlying options exercisable within 60 days of February 1, 2021.
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(2)
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Represents options granted at $5.40 per share on July 1, 2020 which are subject to shareholder approval no later than the annual meeting. Vesting of the options granted begins on the later of July 1, 2021 or shareholder approval.
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(3)
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Represents shares of common stock issued in conjunction with services rendered as a director of the Company.
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(4)
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Represents 3,750 shares underlying options exercisable within 60 days of February 1, 2021. Does not represent 100,000 options not exercisable within 60 days of February 1, 2021 granted at $5.40 per share on July 1, 2020 which are subject to shareholder approval no later than the annual meeting. Vesting of the 2020 options granted begins on the later of July 1, 2021 or shareholder approval.
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(5)
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Represents 280,797 shares of common stock, 1,250 shares of common stock underlying common stock options exercisable within 60 days of February 1, 2021 and 11,790,000 shares of common stock underlying Preferred Options to purchase shares of preferred stock exercisable within 60 days of February 1, 2021. The 280,797 shares of common stock beneficially owned by Mr. Holmes are subject to ongoing proceedings in the case styled In re John Stephen Holmes, No. 8:20-bk-10174-MW, which is currently pending in the United States Bankruptcy Court for the Central District of California, and over which the bankruptcy trustee may seek to assert beneficial ownership or control. The business address for Mr. Holmes is 22 Trailing Ivy, Irvine, CA 92620.
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Name
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Age
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Position with the Company
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Scott W. Absher
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60
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Chair and Chief Executive Officer
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Kenneth W. Weaver
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66
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Director
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Whitney J. White
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44
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Director
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Christopher Sebes
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66
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Director
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Amanda Murphy
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37
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Director and Director of Operations
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•
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appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;
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•
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overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;
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•
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reviewing and discussing with management and the registered public accounting firm our annual and quarterly consolidated financial statements and related disclosures;
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•
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monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;
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•
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meeting independently with our registered public accounting firm and management;
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•
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reviewing and approving or ratifying related party transactions; and
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•
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preparing audit committee reports required by SEC rules.
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•
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reviewing and approving corporate goals and objectives with respect to our Chief Executive Officer;
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•
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making recommendations to our Board with respect to the compensation of our Chief Executive Officer and our other executive officers;
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•
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overseeing evaluations of our senior executives;
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•
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reviewing and assessing the independence of compensation advisers;
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•
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overseeing and administering our equity incentive plans;
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•
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reviewing and making recommendations to our Board with respect to director compensation;
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•
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reviewing and discussing with management our “Compensation Discussion and Analysis” disclosure in our SEC filings; and
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•
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preparing compensation committee reports required by SEC rules.
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•
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identifying individuals qualified to become Board members;
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•
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recommending to our Board persons to be nominated for election as directors and to be appointed to each committee of our Board;
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•
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reviewing and making recommendations to our Board with respect to management succession planning; and
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•
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overseeing periodic evaluations of Board members.
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Name
|
| |
Fees
Earned or
Paid in
Cash
($)(1)
|
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Stock
Awards
($)(2)
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Option
Awards
($)
|
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All Other
Compensation
($)
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Total
($)
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Scott W. Absher(3)
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—
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—
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—
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—
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—
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Kenneth W. Weaver
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90,000
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—
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—
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90,000
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Whitney J. White
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90,000
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37,500(4)
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—
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—
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127,500
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Sean C. Higgins(5)
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35,000
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37,500(6)
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—
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—
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72,500
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Christopher Sebes(7)
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49,000
|
| |
—
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| |
—
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| |
—
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49,000
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Amanda Murphy(8)
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—
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—
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—
|
| |
—
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—
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(1)
|
Represents monthly Board fees paid or payable in cash during Fiscal 2020.
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(2)
|
Represents annual value of stock awards issued during Fiscal 2020 under the Plan.
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(3)
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Mr. Absher did not receive any compensation for his services as a director during Fiscal 2020.
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(4)
|
Pursuant to the terms of Mr. White’s director agreement, we issued 428 shares of common stock on December 23, 2019, valued at $37,500 or $87.62 per share.
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(5)
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Mr. Higgins resigned from our Board on February 10, 2020, effective April 1, 2020.
|
(6)
|
Pursuant to the terms of Mr. Higgins’ director agreement, we issued 428 shares of common stock on December 23, 2019, valued at $37,500 or $87.62 per share.
|
(7)
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Mr. Sebes joined our Board on February 7, 2020.
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(8)
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Ms. Murphy joined our Board on February 10, 2020. Ms. Murphy did not receive any compensation for her services as a director during Fiscal 2020.
|
•
|
the number of shares authorized for issuance of awards under the Plan will be increased from 250,000 to 3,000,000;
|
•
|
a committee consisting of two of the Board’s independent directors, Kenneth W. Weaver and Whitney J. White, will be appointed to serve as Plan Administrator (as defined in the Plan), with power and authority to implement the Plan in accordance with its terms;
|
•
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the Board will have authority, by majority vote, to terminate the functions of the Plan Administrator and reassume all powers and authority previously delegated to the Plan Administrator; and
|
•
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our Chief Executive Officer will have the authority to grant any combination of incentive stock options (“ISOs”) and non-statutory options to any non-executive hires within 90 days of being hired, or to any non-executive employees who have been promoted within 90 days of their promotion, subject to limitations set forth in the Plan.
|
•
|
The Plan is administered by a committee composed entirely of independent directors, or the Plan Administrator.
|
•
|
The proposed increase to the number of shares available for issuance under the Plan represents approximately 14% of the Company’s common stock issued and outstanding as of the close of business on February 1, 2021.
|
•
|
Approximately 67 employees have received grants of options to purchase our Common Stock under the Plan since July 1, 2020, subject to shareholder approval, as discussed below. No employees have been issued shares of our Common Stock under the Plan.
|
•
|
The right to purchase Common Stock pursuant to any option grant award, in the discretion of the Plan Administrator, may be fully and immediately vested upon issuance or may vest in one or more installments over the participant’s period of service or upon attainment of specified performance objectives.
|
•
|
The exercise price per share subject to any option award, and the price per share of any stock issued pursuant to the Stock Issuance Program set forth in the Plan may not be less than 100% of the Fair Market Value per share of Common Stock on the option grant date. If the recipient is a 10% shareholder, then the exercise price per share or the price per share of any stock issued may not be less than 110% of the Fair Market Value per share of Common Stock on the option grant date or stock issuance date under the Plan.
|
Name and Position
|
| |
Number of
Options
|
Domonic J. Carney, Chief Financial Officer
|
| |
61,459
|
Robert S. Gans, General Counsel and Secretary
|
| |
50,000
|
All Current Executive Officers
|
| |
111,459
|
All Non-Executive Directors
|
| |
100,000
|
All Non-Executive Officer Employees
|
| |
1,540,730
|
Total
|
| |
1,752,189
|
|
| |
2020
|
| |
2019
|
Audit Fees
|
| |
$419,000
|
| |
$275,000
|
All Other Fees
|
| |
229,000
|
| |
—
|
Total
|
| |
$648,000
|
| |
275,000
|
•
|
year;
|
•
|
two years; or
|
•
|
three years.
|
Name and Principal
Position
|
| |
Year
|
| |
Salary
($)
|
| |
Stocks
Awards
($)
|
| |
Option
Awards
($)(1)
|
| |
Non-Equity
Incentive Plan
Compensation
($)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
Scott W. Absher
|
| |
2020
|
| |
750,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—(2)
|
| |
750,000
|
President, Chief Executive Officer and Director
|
| |
2019
|
| |
750,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
750,000
|
Domonic J. Carney
|
| |
2020
|
| |
350,000
|
| |
—
|
| |
269,313(3)
|
| |
—
|
| |
—
|
| |
619,313
|
Chief Financial Officer
|
| |
2019
|
| |
12,115(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
12,115
|
Robert S. Gans
|
| |
2020
|
| |
72,917(5)
|
| |
—
|
| |
219,100(6)
|
| |
—
|
| |
—
|
| |
292,017
|
General Counsel and Secretary
|
| |
2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
The amount shown for option awards represents the grant date fair value of such awards granted to the named executive officers as computed in accordance with FASB ASC Topic 718, Compensation-Stock Compensation. For each award, the grant date fair value is calculated using the closing price of our common stock on the grant date. This amount does not correspond to the actual value that may be realized by the named executive officers upon vesting or exercise of such award. For information on the assumptions used to calculate the value of the awards, refer to Note 11 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for Fiscal 2020, filed with the SEC on November 30, 2020.
|
(2)
|
During Fiscal 2021, we made one-time payments to certain of our employees totaling approximately $570,000 in connection with their agreement to relocate from California to our new headquarters in Miami, Florida. Included among these was a payment to Mr. Absher of $160,000, and to Amanda Murphy, our Director of Operations and a member of our Board, of $80,000. All payments were reviewed and approved by our Audit and Compensation Committees.
|
(3)
|
Represents 61,459 options issued pursuant to the Plan on July 1, 2020, conditional upon shareholder approval, exercisable at a price of $5.40 per share, which is estimated to have been the fair market value price per share at the time of the award.
|
(4)
|
Mr. Carney joined our company on August 4, 2019 and received an annual salary of $350,000 for Fiscal 2019, (pro-rated to reflect the portion of Fiscal 2019 that he was employed by the Company), and Fiscal 2020. On November 6, 2020, the Board, acting upon the recommendation of its Compensation Committee, approved an increase in Mr. Carney’s annual salary to $450,000, effective November 1, 2020.
|
(5)
|
Mr. Gans joined our company on June 15, 2020 and received an annual salary of $350,000 for Fiscal 2020 (pro-rated to reflect the portion of Fiscal 2020 that he was employed by the Company). On November 6, 2020, the Board, acting upon the recommendation of its Compensation Committee, approved an increase in Mr. Gans’ annual salary to $450,000, effective November 1, 2020.
|
(6)
|
Represents 50,000 options issued pursuant to the Plan on July 1, 2020, conditional upon shareholder approval, exercisable at a price of $5.40 per share, which is estimated to have been the fair market value price per share at the time of the award.
|
•
|
paying our executives a base salary commensurate with their backgrounds, industry knowledge, special skill sets and responsibilities; and
|
•
|
making periodic grants of restricted stock and/or stock options.
|
•
|
Our compensation program is designed to provide a combination of both fixed (salary) and variable (stock and stock options) compensation.
|
•
|
The variable portions of compensation are designed to reward longer term performance. We believe this lessens any incentive for short-term risk taking that could be detrimental to our Company’s long-term best interests.
|
Name
|
| |
Grant
Date
|
| |
Estimated
future
payouts
under
non-equity
incentive
plan awards
|
| |
Estimated
future
payouts
under
equity
incentive plan
awards
|
| |
All other
stock
awards:
Number of
shares of
stock or
units
(#)
|
| |
All other
option
awards:
Number of
Securities
underlying
options
(#)
|
| |
Exercise
or
base price
of
option
awards
($/Share)
|
| |
Grant date
fair value
of stock and
option
awards
(1)
|
Scott W. Absher
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Domonic J. Carney
|
| |
July 1, 2020(2)
|
| |
—
|
| |
—
|
| |
—
|
| |
61,459
|
| |
$5.40
|
| |
—
|
Robert S. Gans
|
| |
July 1, 2020(2)
|
| |
—
|
| |
—
|
| |
—
|
| |
50,000
|
| |
$5.40
|
| |
—
|
(1)
|
The weighted average fair value of stock option awards for the executive officers at grant date, using the assumptions noted below, is $5.40 per share.
|
(2)
|
The options were issued pursuant to the Plan on July 1, 2020 and are subject to shareholder approval.
|
|
| |
2020
|
Expected life
|
| |
5 years
|
Estimated volatility
|
| |
111-117%
|
Risk-free interest rate
|
| |
0.22-0.41%
|
Dividends
|
| |
—
|
|
| |
Options
Outstanding
|
| |
Weighted
Average
Exercise
Price
|
Options outstanding at August 31, 2019
|
| |
50,749
|
| |
$95.20
|
Exercised
|
| |
—
|
| |
—
|
Granted
|
| |
1,506,096
|
| |
5.30
|
Forfeited
|
| |
(158,105)
|
| |
$56.00
|
Expired
|
| |
—
|
| |
—
|
Options outstanding at August 31, 2020
|
| |
1,398,740
|
| |
$8.85
|
Options exercisable at August 31, 2020
|
| |
41,603
|
| |
$102.30
|
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
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Option
Exercise
Price
($)
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Option
Expiration
Date
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Scott W. Absher
President, Chief Executive Officer and Director
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1,250
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—
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160.00
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3/15/2027
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Domonic J. Carney
Chief Financial Officer
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—
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61,459
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5.40
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6/30/2030
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Robert S. Gans
General Counsel and Secretary
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—
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50,000
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5.40
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6/30/2030
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Optionee:
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Grant Date:
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Vesting Commencement Date:
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Exercise Price:
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$ per share
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Number of Option Shares:
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shares of Common Stock
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Expiration Date:
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Type of Option:
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Incentive Stock Option
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Non-Statutory
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Stock Option
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SHIFTPIXY, INC.
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BY:
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ITS:
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OPTIONEE
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Address:
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SHIFTPIXY, INC.
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BY:
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ITS:
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Address:
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OPTIONEE
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Address:
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SHIFTPIXY, INC.
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BY:
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ITS:
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Address:
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OPTIONEE
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Address:
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OPTIONEE’S SPOUSE
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Address:
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1
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Generally, a disposition of shares purchased under an Incentive Option includes any transfer of legal title, including a transfer by sale, exchange or gift, but does not include a transfer to the Optionee’s spouse, a transfer into joint ownership with right of survivorship if Optionee remains one of the joint owners, a pledge, a transfer by bequest or inheritance or certain tax free exchanges permitted under the Code.
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Spouse (if any)
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Taxpayer
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SHIFTPIXY, INC.
STOCK ISSUANCE AGREEMENT
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SHIFTPIXY, INC.
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BY:
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ITS:
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Address:
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PARTICIPANT
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Address:
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PARTICIPANT’S SPOUSE
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Address:
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Spouse (if any)
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Taxpayer
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