Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☐
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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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Select Interior Concepts, 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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L.W. Varner, Jr.
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Chief Executive Officer
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1.
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To elect six directors identified in the accompanying proxy statement to serve until the 2022 Annual Meeting of Stockholders or until their respective successors are elected and qualified;
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2.
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To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2021; and
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3.
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To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
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By Order of the Board of Directors
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L.W. Varner, Jr.
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Chief Executive Officer
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Q:
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Why am I being asked to review these materials?
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A:
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Select Interior Concepts, Inc., also referred to herein as “SIC,” the “Company,” or “we” is providing these proxy materials to you in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board of Directors”) for use at the 2021 Annual Meeting of Stockholders. The Annual Meeting will take place in a virtual meeting format only at www.virtualshareholdermeeting.com/SIC2021, at 9:30 a.m., Eastern Time on Wednesday, June 9, 2021. Stockholders are invited to attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement.
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Q:
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What information is contained in these materials?
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A:
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The information included in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of certain of our most highly paid executive officers and our directors, and certain other required information. Our 2020 Annual Report on Form 10-K, which includes our audited consolidated financial statements for the year ended December 31, 2020, is also being furnished with this proxy statement.
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Q:
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What does it mean if I received more than one proxy or voting instruction form?
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A:
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It means your shares are registered differently or are in more than one account. Please provide voting instructions for each proxy you receive to ensure that all of your shares are voted.
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Q:
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What matters will the Company’s stockholders vote on at the Annual Meeting?
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A:
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There are two proposals to be considered and voted on at the meeting. The proposals to be voted on are as follows:
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Q:
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What are the Board’s voting recommendations?
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A:
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The Board of Directors recommends that you vote your shares as follows:
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•
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“FOR” the election of each of the six nominees to the Board of Directors (Proposal 1); and
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•
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“FOR” the approval and ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm (Proposal 2).
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Q:
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Who is entitled to vote at the Annual Meeting?
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A:
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Each share of our Class A common stock outstanding as of the close of business on April 19, 2021, the record date, is entitled to vote at the Annual Meeting. As of the close of business on the record date, there were 25,470,422 shares of our Class A common stock outstanding and entitled to vote. On each proposal presented for a vote at the Annual Meeting, each stockholder is entitled to one vote per share of our Class A common stock held as of the record date.
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Q:
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What is the difference between a stockholder of record and a stockholder who holds stock in street name?
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A:
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If your shares are registered in your name, you are a stockholder of record with respect to those shares. As a stockholder of record, you have the right to vote at the Annual Meeting or vote by proxy on the proxy card included with these materials.
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Q:
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If I hold my shares in street name through my broker, will my broker vote these shares for me?
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A:
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If you provide instructions on how to vote by following the instructions provided to you by your broker, your broker will vote your shares as you have instructed. If you do not provide your broker with voting instructions, your broker will vote your shares only if the proposal is a “routine” management proposal on which your broker has discretion to vote. On matters considered “non-routine,” brokers may not vote shares without your instruction. Shares that brokers are not authorized to vote are referred to as “broker non-votes.”
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Q:
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What are the quorum requirements for the meeting?
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A:
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The presence of holders of a majority of our outstanding shares of Class A common stock in person or by proxy constitutes a quorum for the meeting. Both abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of quorum. If a quorum is not present, the Annual Meeting may be adjourned from time to time until a quorum is present.
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Q:
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What is the voting requirement to approve each of the proposals?
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A:
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Pursuant to our Bylaws, the director candidates who receive the most votes will be elected to fill the available seats on our Board of Directors, which this year is six seats. That means the six director candidates with the greatest number of votes will be elected. Because none of abstentions or broker non-votes are counted as “cast” votes, none will have any effect on the outcome of the proposal.
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Q:
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What do I need to do now to vote at the meeting?
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A:
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Stockholders of record may vote their shares in any of four ways:
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•
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Submitting a Proxy by Mail: If you choose to submit your proxy by mail, simply mark your proxy, date and sign it, and return it in the postage-paid envelope provided;
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•
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Submitting a Proxy by Telephone: Submit a proxy for your shares by 11:59 p.m., Eastern Daylight Time, on June 8, 2021 by telephone by using the toll-free telephone number provided on your proxy card. Telephone voting is available 24 hours a day;
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•
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Submitting a Proxy by Internet: Submit your proxy via the internet. The website for internet proxy voting is on your proxy card. Internet proxy voting is also available 24 hours a day and will close at 11:59 p.m., Eastern Daylight Time, on June 8, 2021; or
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•
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Voting at our Annual Meeting: If you were registered as a stockholder on our books on April 19, 2021 or if you have a letter from your broker identifying you as a beneficial owner of our shares as of that date and granting you a legal proxy, you may vote by attending the 2021 Annual Meeting. Stockholders who attend the virtual Annual Meeting should follow the instructions at www.virtualshareholdermeeting.com/SIC2021.
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Q:
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Can I change my vote or revoke my proxy?
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A:
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Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the vote at the meeting by:
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•
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delivering to Broadridge Corporate Issuer Solutions a written notice, bearing a date later than the proxy, stating that you revoke the proxy;
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•
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submitting a later-dated proxy relating to the same shares by mail, telephone or the internet prior to the vote at the meeting; or
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•
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attending the meeting and voting (although attendance at the meeting will not, by itself, revoke a proxy).
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Q:
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How can I attend the Annual Meeting?
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A:
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Stockholders as of the record date may attend and vote virtually at the Annual Meeting by logging in at www.virtualshareholdermeeting.com/SIC2021. To log in, stockholders (or their authorized representatives) will need the control number provided on their proxy card, voting instruction form or Notice of Annual Meeting. If you are not a stockholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to participate.
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Q:
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Can I ask questions at the virtual Annual Meeting?
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A:
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Stockholders as of our record date who attend and participate in our virtual Annual Meeting at www.virtualshareholdermeeting.com/SIC2021 will have an opportunity to submit questions live via the internet during a designated portion of the meeting. These stockholders may also submit a question in advance of the Annual Meeting at www.proxyvote.com. In both cases, stockholders must have available their control number provided on their proxy card, voting instruction form or Notice of Annual Meeting.
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Q:
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Who has paid for this proxy solicitation?
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A:
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All expenses incurred in connection with the solicitation of proxies, including the printing and mailing of this proxy statement will be borne by the Company.
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Q:
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Where can I find the voting results of the Annual Meeting?
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A:
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We will announce preliminary voting results at the meeting and publish final detailed voting results on a Form 8-K that we expect to file with the SEC within four business days after the meeting.
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Q:
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May I propose actions for consideration at next year’s annual meeting or nominate individuals to serve as directors?
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A:
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You may submit proposals for consideration at future annual stockholder meetings. In order for a stockholder proposal to be considered for inclusion in our proxy materials for our 2022 annual meeting of stockholders pursuant to SEC Rule 14a-8, your proposal must be received by our Corporate Secretary no later than December 29, 2021 (unless the meeting date is changed by more than 30 days from the anniversary of this year’s annual meeting, in which case a proposal must be a received a reasonable time before we print proxy materials for the 2022 Annual Meeting) and must be submitted in compliance with the rule. Proposals should be directed to our Corporate Secretary, Select Interior Concepts, Inc., 400 Galleria Parkway, Suite 1760, Atlanta, Georgia 30339, and should comply with the requirements of Rule 14a-8.
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Services Rendered by Grant Thornton LLP
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2020
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2019
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Audit Fees(1)
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$713,109
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$761,560
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Audit Related Fees
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$10,000
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$12,000
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Tax Fees
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$—
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$234,483
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All Other Fees
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$—
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$—
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(1)
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Includes fees for the audit of our annual financial statements included in our Form 10-K and reviews of the financial statements in our Forms 10-Q, but excluding audit-related fees.
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•
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honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
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full, fair, accurate, timely and understandable disclosure in our communications with and reports to our stockholders, including reports filed with the SEC, and other public communications;
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compliance with applicable governmental laws, rules and regulations;
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•
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a professional and respectful work environment, free of discrimination or harassment;
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•
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prompt internal reporting of violations of the code to appropriate persons identified in the code; and
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•
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accountability for adherence to the Code of Business Conduct and Ethics.
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•
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prohibits officers, directors, and other employees, after the adoption of the Insider Trading Policy, from pledging securities of the Company as collateral for loans, except where such persons demonstrate the financial ability to repay the loan without resort to the collateral; and
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•
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discourages officers, directors, and employees from entering into hedging transactions involving the Company’s stock.
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•
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annually review and assess the adequacy of the Audit Committee charter;
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•
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be responsible for the appointment, retention and termination of our independent auditors and determine the compensation of our independent auditors;
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•
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review with the independent auditors the plans and results of the audit engagement;
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•
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evaluate the qualifications, performance and independence of our independent auditors;
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•
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have sole authority to approve in advance all audit and non-audit services by our independent auditors, the scope and terms thereof, and the fees therefor;
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•
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review our system of audit and financial accounting controls and the results of internal audits; and
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•
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meet periodically with management, our chief financial officer or other internal audit staff and our independent auditors in separate executive sessions.
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•
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administers, reviews, and makes recommendations to our Board of Directors regarding incentive compensation and equity-based plans;
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•
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reviews all equity compensation plans to be submitted for stockholder approval under the listing standards of the NASDAQ Stock Market, and reviews, in its sole discretion, all equity compensation plans that are exempt from such stockholder approval requirement;
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•
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annually reviews and approves our corporate goals and objectives with respect to compensation for executive officers and, at least annually, evaluates each executive officer’s performance in light of such goals and objectives to set his or her annual compensation, including salary, bonus and equity and non-equity incentive compensation, subject to approval by our Board of Directors;
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•
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annually reviews, concurrently with the Nominating and Corporate Governance Committee, the appropriate level of compensation for Board of Director and committee service by non-employee directors; and
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•
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reviews our incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk-taking, and reviews and discusses, at least annually, the relationship between risk management policies and practices, corporate strategy and our compensation arrangements.
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•
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identifies individuals qualified to become members of our Board of Directors and ensures that our Board of Directors reflects the appropriate balance of knowledge, experience, skills, expertise, diversity and independence;
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•
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develops, and recommends to our Board of Directors for its approval, qualifications for director candidates and periodically reviews these qualifications with our Board of Directors;
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•
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develops, recommends and reviews, concurrently with the Compensation Committee, the appropriate form and level of director compensation;
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•
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reviews the committee structure of our Board of Directors and recommends directors to serve as members or chairs of each committee of our Board of Directors;
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•
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reviews and recommends committee slates annually and recommends additional committee members to fill vacancies as needed;
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•
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reviews management succession, including policies and principles for the selection and performance review of the chief executive officer, as well as policies regarding succession in the event of an emergency or the retirement of the chief executive officer; and
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•
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oversees the annual evaluations of our Board of Directors and management.
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Name
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Audit
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Compensation
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Nominating
and
Corporate
Governance
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Mr. Varner*
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Mr. McAleenan
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•
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C
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C
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Mr. Vansant
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C
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•
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•
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Ms. Coster
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•
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•
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Mr. Riley
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Mr. Wyard
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•
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2020 Meetings
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4
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2
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2
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C
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= Chair
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•
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= Member
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*
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= Executive Officer/Director
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Name
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Fees earned or
paid in cash
($)
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Stock
Awards ($)(1)
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Total ($)
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S. Tracy Coster
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10,625
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50,013
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60,638
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Donald McAleenan
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16,875
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57,304
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74,179
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Bryant Riley
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| |
8,750
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43,758
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52,508
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Robert Scott Vansant
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16,250
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56,261
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| |
72,511
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Brett G. Wyard(2)
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| |
10,625
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65,633
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| |
76,258
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J. David Smith(3)
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14,375
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14,375
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(1)
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Represents the approximate grant date fair value of shares of restricted stock computed in accordance with FASB ASC Topic 718. As of December 31, 2020, current directors held the following number of shares of restricted stock or restricted stock units: Ms. Coster, 5,584; Mr. McAleenan, 4,978; Mr. Riley, 4,978; Mr. Vansant, 4,978; Mr. Wyard, 0.
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(2)
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Mr. Wyard was appointed as Chair of the Board effective April 10, 2020.
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(2)
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Mr. Smith resigned from the Board of Directors on April 10, 2020.
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Name and Principal Position
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| |
Year
|
| |
Salary ($)
|
| |
Bonus ($)(1)
|
| |
Stock
Awards ($)(2)
|
| |
Non-Equity
Incentive Plan
Compensation(3)
|
| |
All Other
Compensation
($)(4)
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| |
Total ($)
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L.W. Varner, Jr.
Chief Executive Officer(5)
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| |
2020
|
| |
282,371
|
| |
283,562
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| |
4,026,667
|
| |
—
|
| |
15,492
|
| |
4,608,091
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Tyrone Johnson
Former Chief Executive Officer(6)
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| |
2020
|
| |
258,505
|
| |
312,500
|
| |
20,541
|
| |
280,889
|
| |
1,085,684
|
| |
1,958,119
|
|
2019
|
| |
604,167
|
| |
156,000
|
| |
3,994,770
|
| |
—
|
| |
25,792
|
| |
4,780,729
|
||
|
| |
|
| |
|
| |
|
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|
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|
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|
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|
Nadeem Moiz
Chief Operating Officer and Chief Financial Officer
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| |
2020
|
| |
418,180
|
| |
415,090
|
| |
1,506,096
|
| |
297,953
|
| |
16,432
|
| |
2,653,751
|
|
2019
|
| |
410,000
|
| |
77,000
|
| |
1,371,540
|
| |
—
|
| |
10,800
|
| |
1,869,340
|
||
|
| |
|
| |
|
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|
| |
|
| |
|
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|
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|
Shawn K. Baldwin
General Counsel and Corporate Secretary
|
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2020
|
| |
375,000
|
| |
362,500
|
| |
514,235
|
| |
267,188
|
| |
21,324
|
| |
1,540,248
|
(1)
|
For Mr. Varner, amounts reflects guaranteed pro rata annual bonus pursuant to his employment agreement. For the other named executive officers, amounts for 2020 reflect payments pursuant to retention agreements with the named executive officers described below.
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(2)
|
Amounts reflect the aggregate grant date fair value of restricted stock units (“RSUs”) and performance stock units (“PSUs”) awarded during the period, determined in accordance with FASB ASC Topic 718. Grant date fair value for RSUs is based on the grant date fair value of the underlying shares. Grant date fair value for PSUs is based on the grant date fair value of the underlying shares and the probable outcome of performance-based vesting conditions, excluding the effect of estimated forfeitures. Assuming achievement of the PSU performance conditions at the highest level (rather than at target level), the aggregate grant date fair value of awards reflected in this column for Mr. Varner, Johnson, Moiz and Baldwin would be $4,370,000, $402,498, $1,774,503, and $697,049, respectively.
|
(3)
|
Amounts reflect bonuses earned pursuant to our annual cash bonus program described below.
|
(4)
|
For 2020, amounts include the following:
|
Name
|
| |
Financial
Consulting ($)
|
| |
Automobile
Lease/Allowance
($)
|
| |
Company 401(k)
Match ($)
|
| |
Severance ($)
|
| |
Total ($)
|
Mr. Varner
|
| |
|
| |
15,309
|
| |
|
| |
|
| |
15,492
|
Mr. Johnson
|
| |
10,540
|
| |
48,443
|
| |
5,536
|
| |
1,021,164
|
| |
1,085,684
|
Mr. Moiz
|
| |
10,480
|
| |
2,250
|
| |
3,702
|
| |
|
| |
16,432
|
Mr. Baldwin
|
| |
|
| |
18,161
|
| |
3,163
|
| |
|
| |
21,324
|
(5)
|
Mr. Varner joined the Company as Chief Executive Officer on June 9, 2020.
|
(6)
|
Mr. Johnson resigned from the Company effective June 9, 2020.
|
Executive Officer
|
| |
Number of RSUs
|
| |
Number of PSUs
(at target)
|
L.W. Varner, Jr.
|
| |
500,000
|
| |
500,000
|
Tyrone Johnson
|
| |
8,854
|
| |
—
|
Nadeem Moiz
|
| |
187,500
|
| |
175,000
|
Shawn K. Baldwin
|
| |
96,250
|
| |
87,500
|
|
| |
Stock Awards
|
|||||||||
Name
|
| |
Number of
shares
or units of
stock
that have not
vested (#)
|
| |
Market value of
shares
or units of stock
that
have not vested
($)(5)
|
| |
Equity incentive
plan awards:
Number of
unearned shares,
units or other
rights that have not
vested (#)
|
| |
Equity incentive
plan awards:
Market or payout
value of unearned
shares, units or
other rights that
have not vested
($)(9)
|
L.W. Varner, Jr.
|
| |
500,000(1)
|
| |
3,575,000
|
| |
333,333(7)
|
| |
2,383,331
|
Tyrone Johnson
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Nadeem Moiz
|
| |
75,000(8)
|
| |
536,250
|
| |
75,000(2)
|
| |
536,250
|
|
100,000(1)
|
| |
715,000
|
| |
66,667(7)
|
| |
476,669
|
||
|
12,500(3)
|
| |
89,375
|
| |
|
| |
|
||
|
16,387(4)
|
| |
117,167
|
| |
|
| |
|
||
|
25,000(5)
|
| |
178,750
|
| |
|
| |
|
||
Shawn K. Baldwin
|
| |
87,500(1)
|
| |
625,625
|
| |
58,333(7)
|
| |
417,081
|
|
8,750(3)
|
| |
62,563
|
| |
|
| |
|
||
|
11,137(4)
|
| |
79,630
|
| |
|
| |
|
||
|
25,000(6)
|
| |
178,750
|
| |
|
| |
|
(1)
|
Reflects restricted stock units that vest in four equal annual installments on June 8, 2021 - 2024, subject to continued employment with us.
|
(2)
|
Reflects restricted stock units granted on November 5, 2020 that vest in four equal annual installments on the first four anniversaries of the grant date, subject to continued employment with us.
|
(3)
|
Reflects restricted stock units granted on May 13, 2020 that vest in three equal annual installments on February 15, 2021 - 2023, subject to continued employment with us.
|
(4)
|
Reflects restricted stock units granted on March 4, 2019 that vest 50% on March 4, 2021 and 50% on March 4, 2022, subject to continued employment with us.
|
(5)
|
Reflects shares of restricted stock granted on August 17, 2018 that vest on August 17, 2021, subject to continued employment with us.
|
(6)
|
Reflects shares of restricted stock granted on October 22, 2018 that vest on October 22, 2021, subject to continued employment with us.
|
(7)
|
Reflects performance stock units that may be earned based on attainment of specified stock price hurdles for 20 consecutive trading days on or prior to June 8, 2024, and thereafter vest in equal annual installments on the third and fourth anniversaries of the grant date, subject to continued employment with us.
|
(8)
|
Reflects performance stock units that may be earned based on attainment of specified stock price hurdles for 20 consecutive trading days on or prior to November 5, 2024, and thereafter vest in equal annual installments on the third and fourth anniversaries of the grant date, subject to continued employment with us.
|
(9)
|
Value is calculated by multiplying the total number of shares of restricted stock or restricted stock units by $7.15, the closing price of our common stock on December 31, 2020.
|
•
|
an initial annual base salary of $500,000, $400,000, and $350,000 for Messrs. Varner, Moiz and Baldwin, respectively, subject to future increases from time to time at the discretion of the Compensation Committee of our board of directors;
|
•
|
eligibility for annual cash performance bonuses, with a target amount equal to 100%, 75% and 75% of annual base salary for Messrs. Messrs. Varner, Moiz and Baldwin, respectively, based on the satisfaction and performance of discretionary goals to be established by the Compensation Committee, subject to annual review for possible increases; and
|
•
|
participation in any incentive, savings, retirement and welfare benefit plans and programs that are maintained from time to time for our senior executive officers.
|
•
|
any earned but unpaid annual base salary, reimbursement of expenses incurred prior to the date of termination, any accrued but unused vacation, and any benefits that have vested or which the executive is eligible to receive prior to the date of termination;
|
•
|
a lump sum cash payment in an amount equal to the sum of (i) the executive’s annual base salary and target annual bonus, and (ii) a payment in lieu of the annual bonus for the fiscal year in which the executive’s employment was terminated equal to the amount of the annual bonus that would have become payable for that fiscal year if employment had not been terminated, based on performance actually achieved that year (determined by our board of directors following completion of the performance year), multiplied by a fraction, the numerator of which is the number of days the executive was employed in the fiscal year of termination and the denominator of which is the total number of days in the fiscal year;
|
•
|
for 12 months after the date of termination, an additional monthly cash amount equal to the amount we would have paid for the executive’s share of the premiums for the coverage of the executive and the executive’s dependents under our medical plan as if the executive’s employment had not terminated; and
|
•
|
all outstanding and then unvested equity awards granted to the executive under an equity incentive plan will be modified to reflect an additional one year of vesting (Mr. Varner’s employment agreement provides that all outstanding restricted stock units will be treated in accordance with the terms of the award agreements).
|
|
| |
Current Beneficial Ownership
|
|||
Name of Beneficial Owner
|
| |
Number of
Shares(1)
|
| |
Percent of
Class(2)
|
Directors and Named Executive Officers
|
| |
|
| |
|
L.W. Varner, Jr.
|
| |
125,000(10)
|
| |
*
|
Tyrone Johnson
|
| |
91,042
|
| |
*
|
Nadeem Moiz
|
| |
92,135(11)
|
| |
*
|
Shawn K. Baldwin
|
| |
71,429(12)
|
| |
*
|
Donald McAleenan
|
| |
15,930(13)
|
| |
*
|
Robert Scott Vansant
|
| |
25,884(13)
|
| |
*
|
S. Tracy Coster
|
| |
11,946(13)
|
| |
*
|
Bryant Riley(3)
|
| |
19,118(13)
|
| |
*
|
Brett Wyard(4)
|
| |
—
|
| |
*
|
Directors and executive officers as a group (10 persons)
|
| |
480,609
|
| |
1.8%
|
|
| |
|
| |
|
Other Beneficial Holders
|
| |
|
| |
|
B. Riley FBR, Inc.(5)
|
| |
3,066,351
|
| |
12.0%
|
Gateway Securities Holdings, LLC(6)
|
| |
4,036,439
|
| |
15.8%
|
American Financial Group, Inc.(7)
|
| |
1,615,247
|
| |
6.3%
|
Nantahala Capital Management, LLC(8)
|
| |
1,901,943
|
| |
7.4%
|
Philotimo Fund, LP(9)
|
| |
820,529
|
| |
3.2%
|
*
|
Less than 1%.
|
(1)
|
For purposes of this table, a person is deemed to be the beneficial owner of a security if he or she (a) has or shares voting power or dispositive power with respect to such security, or (b) has the right to acquire such ownership within 60 days. “Voting power” is the power to vote or direct the voting of shares, and “dispositive power” is the power to dispose or direct the disposition of shares, irrespective of any economic interest in such shares. Includes shares of restricted stock granted under the Company’s 2017 Incentive Compensation Plan.
|
(2)
|
In calculating the percentage ownership for a given individual or group, the number of common shares outstanding includes unissued shares subject to options, warrants, rights or conversion privileges exercisable by such person or group within 60 days held by such individual or group, but are not deemed outstanding by for purposes of calculating percentages for any other person or group.
|
(3)
|
Does not include 3,066,351 shares of common stock beneficially owned by B. Riley Financial, Inc. and its affiliates. Mr. Riley is the Chairman and Co-CEO of B. Riley Financial, Inc. Mr. Riley has been designated to serve on our Board of Directors by B. Riley Financial, Inc. pursuant to that certain Board Designee Agreement described under “RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE – Board Designee Agreements.”
|
(4)
|
Does not include 4,036,439 shares of common stock beneficially owned by Gateway Securities Holdings, LLC and its affiliates. Mr. Wyard is a managing partner of each of the general partner of Solace Capital and of Solace GP (as those terms are defined in footnote 7 below). Mr. Wyard has been designated to serve on our Board of Directors by Gateway Securities Holdings, LLC pursuant to that certain Board Designee Agreement described under “RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE – Board Designee Agreements.”
|
(5)
|
According to a Schedule 13D filed by B. Riley Financial, Inc., et. al on December 2, 2019, reporting beneficial ownership of our Class A common stock as of November 21, 2019. Represents 2,762,457 shares of our Class A Common Stock owned by B. Riley FBR, Inc., and 303,894 shares of our Class A Common Stock owned by BRC Partners Opportunity Fund, LP. B. Riley Capital Management, LLC, is an investment advisor to B. Riley Partners Opportunity Fund, L.P. BRC Partners Management GP, LLC is the general partner of B. Riley Partners Opportunity Fund, L.P. As such, B. Riley Capital Management, LLC and BRC Partners Management GP, LLC have shared voting and investment power over the shares of Class A Common Stock owned by BRC Partners Opportunity Fund, LP. B. Riley Capital Management, LLC and BRC Partners Management GP, LLC each disclaims beneficial ownership of the shares of Class A Common Stock owned by BRC Partners Opportunity Fund, LP, except for any pecuniary interests therein. The address for each of the foregoing persons other than B. Riley Financial, Inc. is 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The address for B. Riley Financial, Inc. is 21255 Burbank Blvd. Suite 400, Woodland Hills, California 91367.
|
(6)
|
According to a Schedule 13D/A filed on October 5, 2018 by Solace Capital Partners, L.P. (which we refer to as “Solace Capital”), Gateway Securities Holdings’ ownership represents the number of shares of our Class A Common Stock owned by Gateway Securities Holdings, LLC (which we refer to as the “Solace Fund”). Solace General Partner, LLC (which we refer to as “Solace GP”) is the general partner of, and
|
(7)
|
According to a Schedule 13G/A filed by American Financial Group, Inc. on February 2, 2021, reporting beneficial ownership of our Class A common stock as of December 31, 2020. American Financial Group, Inc. possesses sole voting power of 1,615,247 shares of common stock and sole dispositive power over 1,615,247 shares of common stock. The address of American Financial Group, Inc. is Great American Insurance Group Tower, 301 East Fourth Street, Cincinnati, Ohio 45202.
|
(8)
|
According to a Schedule 13G filed by Nantahala Capital Management, LLC, et. al on February 16, 2021, reporting beneficial ownership of our Class A common stock as of December 31, 2020. Messrs. Harkey and Mack, as the managing members of Nantahala Capital Management, LLC, may be deemed to be beneficial owners along with Nantahala Capital Management, LLC. Nantahala Capital Management and Messrs. Harkey and Mack possess shared voting power of 1,901,943 shares of common stock and shared dispositive power over 1,901,943 shares of common stock. The address of Nantahala Capital Management, LLC is 120 Main St., 2nd Floor, New Canaan, Connecticut 06840.
|
(9)
|
According to a Schedule 13G filed by Philotimo Fund, LP, et. al on July 7, 2020, reporting beneficial ownership of our Class A common stock as of June 25, 2020. Philotimo Fund, LP possesses shared voting power of 820,529 shares of common stock and shared dispositive power over 820,529 shares of common stock. Kanen Wealth Management, LLC possesses shared voting power of 1,444,610 shares of common stock and shared dispositive power of 1,444,610 shares of common stock. Mr. Kanen possesses sole voting power of 16,419 shares of common stock shared voting power of 1,444,610 shares of common stock, sole dispositive power of 16,419 shares of common stock, and shared dispositive power of 1,444,610 shares of common stock. Kanen Wealth Management, LLC is the general partner of Philotimo Fund, LP and Mr. Kanen is the managing member of Kanen Wealth Management, LLC. Kanen Wealth Management, LLC may be deemed to beneficially own the shares owned by Philotimo Fund, LP and Mr. Kanen may be deemed to beneficially own the shares owned by each of Philotimo Fund, LP and Kanen Wealth Management, LLC. The address of each of Philotimo Fund, LP, Kanen Wealth Management, LLC, and Mr. Kanen is 5850 Coral Ridge Drive, Suite 309, Coral Springs, Florida 33076.
|
(10)
|
Includes 125,000 restricted stock units that will vest within 60 days of April 19, 2021.
|
(11)
|
Includes 25,000 restricted stock units that will vest within 60 days of April 19, 2021.
|
(12)
|
Includes 21,875 restricted stock units that will vest within 60 days of April 19, 2021.
|
(13)
|
Includes 4,978 restricted stock units that will vest within 60 days of April 19, 2021.
|
Plan Category
|
| |
Number of
Securities
to be Issued Upon
Exercise of
Outstanding Options
Warrants and
Rights
|
| |
Weighted-
Average
Exercise Price of
Outstanding
Options
Warrants and
Rights
|
| |
Number
of Securities
Remaining
Available
for Future
Issuance
Under Equity
Compensation
Plans
|
Equity compensation plans approved by security holders
|
| |
1,447,419 (1)
|
| |
—
|
| |
2,018,914(2)
|
Equity compensation plans not approved by security holders
|
| |
1,350,000(3)
|
| |
—
|
| |
—
|
Total
|
| |
2,797,419
|
| |
—
|
| |
2,018,914
|
(1)
|
Includes time-based restricted stock units and performance-based restricted stock units (based on maximum potential payout levels until the performance period closes and the award settles). Does not include outstanding restricted stock awards.
|
(2)
|
All of these shares are available for issuance pursuant to grants of full-value stock awards.
|
(3)
|
Includes restricted stock units and performance stock units granted to an executive officer as an inducement award outside of a stockholder-approved plan pursuant to Nasdaq Marketplace Rule 4350(i)(1)(a)(iv).
|
|
| |
By Order of the Board of Directors
|
|
| |
|
|
| |
L.W. Varner, Jr.
Chief Executive Officer
|