UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant ☒
Filed by a Party other than the
Registrant ☐
Check
the appropriate box:
|
☐
|
Preliminary Proxy Statement
|
|
☐
|
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|
|
☒
|
Definitive Proxy Statement
|
|
☐
|
Definitive Additional Materials
|
|
☐
|
Soliciting Material Pursuant to §240.14a-12
|
ENVELA CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
|
☒
|
No fee required.
|
|
☐
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
|
(1) Title of each class of
securities to which transaction applies:
|
|
|
(2) Aggregate number of
securities to which transaction applies:
|
|
|
(3) Per unit price or other
underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
|
|
|
(4) Proposed maximum aggregate
value of transaction:
|
|
|
(5) Total fee
paid:
|
|
☐
|
Fee paid previously with preliminary materials.
|
|
☐
|
Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
|
|
|
(1) Amount
Previously Paid:
|
|
|
(2) Form,
Schedule or Registration Statement No.:
|
|
|
(3) Filing
Party:
|
|
|
(4) Date
Filed:
|
ENVELA CORPORATION
1901 GATEWAY DRIVE, STE 100
IRVING, TEXAS 75038
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
TO BE HELD JUNE 4, 2021
Dear Envela Stockholder:
On behalf of the Envela Corporation’s Board of Directors and
our senior management team, I am pleased to invite you to attend
our 2021 Annual Meeting of Stockholders which will be held
virtually on Friday, June 4, 2021 at 2:00 p.m. Central Daylight
Time. The Meeting will be conducted online by registering
at;
https://zoom.us/meeting/register/tJAuduGuqzMiGtI4CQQaA1ztFSxwgf9R5OZ2
You will be sent a link to the meeting upon registration approval.
Registered shareholders and duly appointed proxyholders who
participate in the Meeting online will be able to listen to the
meeting, ask questions and vote in real time. Shareholders will not
be able to attend the meeting physically. Please see Voting
Procedures and Revocability of Proxies, starting on page 2, for
instructions on voting at the virtual meeting.
At this year’s stockholders’ meeting, you will be asked
to: (i) elect five directors to serve until the next annual
meeting of stockholders and until their respective successors shall
have been duly elected and qualified; (ii) ratify the
appointment of Whitley Penn LLP (“Whitley Penn”) as our
independent registered public accountants for the fiscal year
ending December 31, 2021; (iii) vote to adjourn the annual
meeting, if necessary, to solicit additional proxies in favor of
proposals one through two; and (iv) transact such other
business as may properly come before the meeting and any
adjournment(s) thereof. Our Board of Directors unanimously
recommends that you vote: (a) FOR the directors nominated; (b) FOR
the ratification of Whitley Penn. Accordingly, please give careful
attention to these proxy materials.
Only holders of record of our Common Stock as of the close of
business on May 3, 2021, are entitled to notice of, and to vote at
our annual meeting and any adjournment(s) thereof. Our transfer
books will not be closed.
You are cordially invited to attend the annual meeting virtually.
Whether you expect to attend the annual meeting or not, please
vote, sign, date and return in the self-addressed envelope provided
the enclosed proxy card as promptly as possible. If you attend the
annual meeting, you may vote your shares “in person”,
even though you have previously signed and returned your
proxy.
|
By
Order of the Board of Directors,
|
|
/s/
Bret A. Pedersen
|
|
Bret
A. Pedersen
|
|
Chief
Financial Officer
Dallas,
Texas
April 30,
2021
|
YOUR VOTE IS IMPORTANT.
PLEASE EXECUTE AND RETURN PROMPTLY THE
ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED HEREIN.
TABLE OF CONTENTS
ENVELA CORPORATION
1901 GATEWAY DR., STE 100
IRVING, TEXAS 75038
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 4, 2021
To Our Stockholders:
This proxy statement (this “Proxy
Statement”) is furnished in connection with the solicitation
of proxies by the Board of Directors (our “Board of
Directors” or “Board”) of Envela Corporation, a
Nevada corporation (the “Company,” “we,”
“us,” “our,” and “Envela”), to
be used at our Annual Meeting of Stockholders to be held
virtually, on June 4, 2021 at 2:00 p.m. (Central Daylight
Time), or at any adjournment or adjournments thereof. Our
stockholders of record as of the close of business on May 3, 2021
(the “Record Date”) are entitled to vote at our annual
meeting.
Important Notice of Availability of Proxy Materials for the Annual
Meeting of
Stockholders
to be held on June 4, 2021.
Our
proxy materials, including our Proxy Statement for the 2021
Annual
Meeting,
2020 Annual Report on Form 10-K for the year
ended
December 31,
2020 and proxy card, are being sent to security holders
on
May 12, 2021 and are available on the internet at
www.Envela.com.
VOTING PROCEDURES AND REVOCABILITY OF
PROXIES
The
accompanying proxy card is designed to permit each of our
stockholders as of the Record Date to vote on each of the proposals
properly brought before the annual meeting. As of the Record Date,
there were 26,924,631 shares of our common stock, par value $0.01
per share (our “Common Stock”), issued and outstanding
and entitled to vote at the annual meeting. Each outstanding share
of our Common Stock is entitled to one vote.
The
holders of a majority of our outstanding shares of Common Stock
entitled to vote, present in person (virtually) or by proxy, will
constitute a quorum for the transaction of business at the annual
meeting. If a quorum is not present, the annual meeting may be
adjourned from time to time until a quorum is
obtained.
Abstentions
and broker non-votes will be counted for the purpose of determining
whether a quorum is present. Abstentions, but not broker non-votes,
are treated as shares present and entitled to vote. Broker
non-votes are treated as shares present but not entitled to vote on
the particular matter. Broker non-votes occur when nominees, such
as banks and brokers holding shares on behalf of beneficial owners,
do not receive voting instructions from the beneficial holders at
least ten days before the meeting. If that happens, the nominees
may vote those shares only on matters deemed “routine”
by NYSE American LLC (the “Exchange”), such as electing
directors and ratifying auditors. Nominees cannot vote on
non-routine matters, unless they receive voting instructions from
beneficial holders, resulting in so-called “broker
non-votes.”
Assuming
that a quorum is present, directors will be elected by a plurality
vote and the five nominees who receive the most votes will be
elected. As a result, abstentions and broker non-votes, if any,
will not affect the outcome of the vote on this proposal. There is
no right to cumulative voting unless cumulative voting is requested
at the annual meeting by a stockholder who has complied with the
requirements set forth in our bylaws with respect to cumulative
voting.
Assuming
that a quorum is present, the ratification of the appointment of
Whitley Penn as our independent registered public accountants for
the fiscal year ending December 31, 2021 and approval of any other
matter that may properly come before the annual meeting requires
the affirmative vote of a majority of the total votes cast on these
proposals, in person (virtually) or by proxy, is required to
approve these proposals. As a result, abstentions and broker
non-votes, if any, will not affect the outcome of the vote on these
proposals because they are not considered votes cast. We believe
that the proposal to ratify our independent registered public
accounting firm is considered to be a “routine” matter,
and hence we do not expect that there will be a significant number
of broker non-votes on the proposal.
The accompanying proxy card provides space for you
to vote in favor of, against, or to withhold or abstain voting for:
(i) the nominees for the Board of Directors identified herein;
(ii) ratification of the appointment of Whitley Penn as our
independent registered public accountants for the fiscal year
ending December 31, 2021; (iii) adjournment of the annual meeting,
if necessary, to solicit additional proxies in favor of proposals
one through two; and (iv) transaction of such other business
as may properly come before the meeting and any adjournment(s)
thereof. Our
Board of Directors urges you to complete, sign, date and return the
proxy card in the accompanying envelope, which is postage prepaid
for mailing in the United States.
When
a signed proxy card is returned with choices specified with respect
to voting matters, the proxies designated on the proxy card will
vote the shares in accordance with the stockholder’s
instructions. We have designated Bret Pedersen and Sheila Jiang as
proxies for the stockholders. If you desire to name another person
as your proxy, you may do so by crossing out the names of the
designated proxies and inserting the name of the other person to
act as your proxy. In such case, it will be necessary for you to
sign the proxy card and deliver it to the person named as your
proxy, and for the named proxy to be present (virtually) and vote
at the annual meeting. Proxy cards so marked should not be mailed
to us.
If
you sign your proxy card and return it to us and you have made no
specifications with respect to voting matters, your shares will be
voted FOR: (i) the election of the nominees for director
identified herein; (ii) ratification of the appointment of
Whitley Penn as our independent registered public accountants for
the fiscal year ending December 31, 2021; (iii) adjournment of
the annual meeting, if necessary, to solicit additional proxies in
favor of proposals one through two; and (iv) transaction of
such other business as may properly come before the meeting and any
adjournment(s) thereof.
You
have the unconditional right to revoke your proxy at any time prior
to the voting of the proxy by taking any act inconsistent with the
proxy. Acts inconsistent with the proxy include notifying our
Secretary in writing of your revocation, executing a subsequent
proxy, or personally appearing (virtually) at the annual meeting
and casting a contrary vote. However, no revocation will be
effective unless at or prior to the annual meeting we have received
notice of such revocation.
At
least ten (10) days before the annual meeting, we will make a
complete list of the stockholders entitled to vote at the annual
meeting open to the examination of any stockholder for any purpose
germane to the meeting. The list will be open for inspection during
ordinary business hours at our executive offices located at 1901
Gateway Dr., Ste 100, Irving, Texas 75038 and will also be made
available to stockholders by request.
At
least ten (10) days before the annual meeting, we will make a
complete list of the stockholders entitled to vote at the annual
meeting open for examination by any stockholder for any purpose
germane to the meeting. The list will be open for inspection during
ordinary business hours at our executive offices located at 1901
Gateway Dr., Ste 100, Irving, Texas 75038 and will also be made
available to stockholders by request.
To
attend the Meeting, registered shareholders and duly appointed
proxyholders must log in online as set out below:
· Step 1: Register for the meeting
online at.
https://zoom.us/meeting/register/tJAuduGuqzMiGtI4CQQaA1ztFSxwgf9R5OZ2 Upon
registration approval, you will be sent the meeting link. All
registered shareholders and duly appointed proxyholders will be
provided with the ability to vote by ballot on the matters put
forth at the Meeting.
·
Step 2: Follow the instructions below, as
applicable:
·
Registered
shareholders: click on the meeting link before the meeting begins.
You will have received the meeting link and password in advance
through an e-mail notification you received upon registration
approval from Envela’s Secretary. Shareholders wishing to
vote during the meeting will be provided with a list of the ballot
items in a separate voting link that will be sent during the
meeting, based on the email address provided during your
registration. When registered shareholders complete ballot items
using this voting link, they will be revoking any and all
previously submitted proxies, in which case they will be provided
the opportunity to vote by ballot on the matters put forth at the
meeting. If registered shareholders DO NOT wish to revoke all
previously submitted proxies, they should not open the voting link
provided during the meeting.
·
Duly appointed proxyholders: click on the meeting link before the
meeting begins. Proxyholders will receive the meeting password and
be able to register for the meeting after the proxy voting deadline
has passed and the proxyholder has been duly appointed and
registered.
Shareholders who wish to appoint a third-party proxyholder to
represent them at the meeting must submit their completed proxy
card naming their assigned proxyholder for the meeting AND e-mail
their proxyholder to Bret Pedersen at bpedersen@envela.com.
Shareholders must submit their proxy form naming their third-party
proxyholder prior to registering the proxyholder. Failure to
register a duly appointed proxyholder will result in the
proxyholder not receiving information to participate in the
meeting, and such proxyholder will not be able to attend the
meeting. It is important that you are connected to the internet at
all times during the meeting in order to vote when balloting
commences. It is your responsibility to ensure connectivity for the
duration of the meeting. To participate online, registered
shareholders must have registered for the meeting and been approved
by Envela and Computershare by the record date.
ELECTION OF DIRECTORS
Five directors are proposed to be elected at the annual meeting. If
elected, each director will hold office until the next annual
meeting of stockholders or until his/her successor is elected and
qualified. The election of directors will be decided by a plurality
vote.
The five nominees for election as directors to serve until the next
annual meeting of stockholders and until their successors have been
duly elected and qualified are John R. Loftus, Joel S. Friedman,
Jim R. Ruth, Alexandra C. Griffin and Allison M. DeStefano. All
five nominees are members of our current Board of Directors, and
have served since January 2017, except for Ms. DeStefano who has
served since March 2018. All nominees have consented to serve if
elected and we have no reason to believe that any of the nominees
named will be unable to serve. If any nominee becomes unable to
serve: (i) the shares represented by the designated proxies
will be voted for the election of a substitute as our Board of
Directors may recommend; or (ii) our Board of Directors may
fill the vacancy at a later date after selecting an appropriate
nominee.
The Compliance, Governance and Nominating Committee of the Board
nominated the individuals named below for election to our Board of
Directors, and information regarding the backgrounds and
qualifications of the nominee is set forth below. See
“Security Ownership of Certain Beneficial Owners and
Management” for additional information about the nominees,
including their ownership of securities issued by
Envela.
|
Name
|
|
Age
|
|
Director Since
|
|
Position
|
|
|
|
|
|
|
|
|
|
|
|
John R.
Loftus
|
|
|
52
|
|
2016
|
|
Chairman of the Board, Chief Executive
|
|
|
|
|
|
|
|
|
|
Officer and President
|
|
|
|
|
|
|
|
|
|
|
|
Joel S. Friedman
(1)
|
|
|
52
|
|
January
2017
|
|
Lead Independent Director and
|
|
|
|
|
|
|
|
|
|
Chairman of the Compensation Committee
|
|
|
|
|
|
|
|
|
|
|
|
Alexandra C. Griffin
(1)
|
|
32
|
|
January
2017
|
|
Independent Director and Chairman of
|
|
|
|
|
|
|
|
|
|
the Audit Committee
|
|
|
|
|
|
|
|
|
|
|
|
Jim R. Ruth
(1)
|
|
|
57
|
|
January
2017
|
|
Independent Director and Chairman of
|
|
|
|
|
|
|
|
|
|
the Compliance, Governance and
|
|
|
|
|
|
|
|
|
|
Nominating
Committee
|
|
|
|
|
|
|
|
|
|
|
|
Allison M.
DeStefano
|
|
|
|
37
|
|
March 2018
|
|
Director
|
(1)
Member
of the Audit Committee, Compensation Committee, and Compliance,
Governance and Nominating Committee.
The following paragraphs summarize each
nominee’s principal occupation, business affiliations and
other information.
John R. Loftus has served as Chief Executive Officer,
President and Chairman of the Board since December 12, 2016. Under
his guidance, the Company posted its fourth consecutive annual
profit in 2020. During 2015 and 2016, Mr. Loftus acted primarily as
an efficiency consultant focusing on optimizing existing operations
and cutting waste to increase value. He also managed his
personal-real-estate holdings during this time. Mr. Loftus holds an
M.B.A. from the SMU Cox School of Business. The board concluded
that Mr. Loftus should serve as a Director based on his previous
leadership and industry knowledge.
Joel S. Friedman has served as Lead Independent Director and
Chairman of the Compensation Committee since January 18,
2017. Mr. Friedman earned his undergraduate degree from the
University of North Texas and holds a Master of Business
Administration from the SMU Cox School of Business. Mr.
Friedman brings a wealth of operations and technology experience.
Along with 20+ years of senior leadership in the financial-services
sector, he has also held CIO and COO positions for companies in the
payment-processing sector, including Century Payments and SaaS
space-OppMetrix. The board concluded that Mr. Friedman has the
leadership qualities and business knowledge to serve as
Director.
Alexandra C. Griffin has served as a Director and as Chair
of the Audit Committee since January 17, 2017. Ms. Griffin holds a
Bachelor of Science Degree in Accounting from the University of
Texas at Arlington. Ms. Griffin has been employed by Continental
Capital Group since February 2021 and is currently an Accounting
Manager. She was an Account Manager for PrimeLending from December
2014 to February 2021. Ms. Griffin is a CPA skilled in financial
analysis and financial-statement reporting in accordance with GAAP.
The board has concluded that Ms. Griffin should serve as Director
due to her training, skills and business knowledge.
Jim R. Ruth has served as a Director and as Chairman of the
Compliance and Nominating Committee since January 17, 2017. Mr.
Ruth is currently the Managing Director for Clear Lake Mountain
Partners. From 2015 to 2020, he was the President and Chief
Executive Officer of OppMetrix. Mr. Ruth earned his Bachelor of
Science Degree from the University of Michigan and holds a Master
of Business Administration degree from the SMU Cox School of
Business. The board has concluded that Mr. Ruth qualifies to be a
Director of the Company due to his business knowledge and
leadership history.
Allison M. DeStefano has served as a Director since March
19, 2018. She is also the EVP of Retail Operations for Envela. Ms.
DeStefano filled numerous roles at Echo Environmental, LLC from
2013 until its purchase by an Envela subsidiary in May 2019. These
roles included national sales director, client services, marketing,
communications, investment analysis, structuring and executing
internal operations. A native of Buffalo, New York, she studied art
at the State University of New York and is currently pursuing a
Master of Business Administration degree at the SMU Cox School of
Business. The board has concluded that Ms. DeStefano should serve
as Director due to her business experience and
training.
None of
the individuals listed above has been involved in a legal
proceeding as defined by Item 401(f) of Regulation
S-K.
Family Relationships
There is no family relationship among our directors, our executive
officers or our key employees.
Vote Required
Directors will be elected by a plurality of the votes cast by our
Common Stock holders voting in person (virtually), once
authenticity is established, or by proxy at the annual meeting.
Abstentions and broker non-votes will each be counted as present
for purposes of determining the presence of a quorum, but will have
no effect on the vote for election of directors.
THE BOARD OF DIRECTORS URGES YOU TO VOTE
“FOR”
EACH
OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership each
stockholder known by us to own beneficially more than five (5)
percent of our outstanding shares of Common Stock as of April 30,
2021. Common Stock beneficially owned and percentage ownership as
of April 30, 2021 was based on 26,924,631 shares
outstanding.
|
|
|
|
|
|
|
|
|
|
Title of
|
Name and
|
Amount
|
Percent
|
Sole
|
Shared
|
Sole
|
Shared
|
|
class
|
Address of
|
and nature
|
of class
|
Voting
|
Voting
|
Investment
|
Investment
|
|
|
beneficial
|
of beneficial
|
|
Power
|
Power
|
Power
|
Power
|
|
|
owner
|
ownership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John R. Loftus (1)
|
|
|
|
|
|
|
|
Common
|
1901 Gateway Drive, Ste 100
|
19,180,187
|
71.2%
|
(1)
|
(1)
|
(1)
|
(1)
|
|
Stock
|
Dallas, TX 75248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Based solely on information disclosed in the Schedule 13D/A,
jointly filed with the SEC on May 24, 2019 by Eduro
Holdings, LLC (“Eduro”), N10TR, LLC
(“N10TR”) and John R. Loftus. Eduro and Mr. Loftus reported shared
voting and dispositive power with respect to 6,365,460 shares.
N10TR and Mr. Loftus reported shared voting and dispositive power
with respect to 12,814,727 shares.
|
The
following table sets forth information with respect to beneficial
ownership of our Common Stock by each of our executive officers, by
each of our directors and nominees, and by all executive officers
and directors as a group as of April 29, 2020. Except as otherwise
noted, the address of each of the following beneficial owners is
c/o Envela Corporation, 1901 Gateway Dr., Ste 100, Irving, TX
75038.
|
|
|
Amount and
|
|
|
|
|
|
|
|
|
nature of
|
|
|
|
Sole
|
Shared
|
|
|
Name and Address of
|
beneficial
|
Percent of
|
Sole voting
|
Shared voting
|
investment
|
investment
|
|
Title of Class
|
beneificial owner
|
ownership
|
class
|
power
|
power
|
power
|
power
|
|
Common Stock
|
John R. Loftus
|
19,180,187
|
71.24%
|
-
|
19,180,187
|
-
|
19,180,187
|
|
Common Stock
|
Bret A. Pedersen (1)
|
47,493
|
*
|
47,493
|
-
|
-
|
-
|
|
Common Stock
|
Alexandra C. Griffin
|
2,300
|
*
|
2,300
|
-
|
-
|
-
|
|
Common Stock
|
Jim R. Ruth
|
12,000
|
*
|
12,000
|
-
|
-
|
-
|
|
Common Stock
|
Joel S. Friedman
|
8,267
|
*
|
8,267
|
-
|
-
|
-
|
|
Common Stock
|
Allison M. DeStefano
|
129,055
|
*
|
129,055
|
-
|
-
|
-
|
|
Common Stock
|
All Directors and Executive
|
|
|
|
|
|
|
|
Officers
|
19,379,302
|
71.98%
|
199,115
|
19,180,187
|
-
|
19,180,187
|
* less than 1%
(1)
Includes 6,2921
shares held by family members, as to which he claims beneficial
ownership.
BOARD OF DIRECTORS AND
COMMITTEES
Our
Board is currently comprised of five directors. Our Board has
determined that current board members Joel S. Friedman, Alexandra
C. Griffin and Jim R. Ruth are “independent” under the
standards of the SEC and the Exchange. Under applicable SEC and
Exchange rules, the existence of certain “related
person” transactions above certain thresholds between a
director and Envela are required to be disclosed and preclude a
finding by our Board that the director is independent. In addition
to transactions required to be disclosed under SEC rules, our Board
considered certain other relationships in making its independence
determinations and determined in each case that such other
relationships did not impair the director’s ability to
exercise independent judgment on our behalf.
Our
directors are elected at an annual meeting of our shareholders by
the holders of shares entitled to vote in the election of
directors, except in the case of vacancy, which can be filled by an
affirmative vote of a majority of the remaining directors. Each
director is elected to serve until the annual meeting of
shareholders following his/her election or until he/she chooses to
resign from the position.
Board Meetings
Our
Board meets as often as necessary to perform its duties and
responsibilities. During Fiscal 2020, the Board met four times in
person or telephonically. All members of our Board were present,
either in-person or telephonically, and participated in all
meetings, and all members attended the 2020 annual shareholder
meeting. Management also regularly conferred with directors between
meetings regarding Company matters.
Audit Committee
The
Audit Committee, established in accordance with Section 3(a)(58)(A)
of the Exchange Act, consisting of all three independent directors
of our Board, is chaired by Alexandra C. Griffin, who is also an
“audit committee financial expert,” as that term is
defined in Item 407(d)(5)(ii) of Regulation S-K, promulgated under
the Securities Act. Ms. Griffin is “independent,” as
defined by the listing standards of the Exchange. The other members
of the Audit Committee are Joel S. Friedman and Jim R. Ruth. The
Audit Committee is primarily tasked with overseeing our
financial-reporting process, evaluating independent auditors and,
where appropriate, exercising its duty to replace independent
auditors. Management is responsible for preparing the
Company’s financial statements, and the independent auditors
are responsible for auditing those financial statements. During
Fiscal 2020, the Audit Committee met four times in person or
telephonically.
In
addition to their regular activities, the Audit Committee is
available to meet with the independent auditors, the Chief
Executive Officer or the Chief Financial Officer whenever a special
situation arises, and meets as often as necessary to perform its
duties and responsibilities. The Audit Committee’s charter is
available under the “Governance” menu of our corporate
website at www.Envela.com. We certify that we have adopted a formal
written audit committee charter and that the Audit Committee
annually reviews and reassesses the adequacy of the
charter.
Audit Committee Report
The
Audit Committee has reviewed and discussed the audited financial
statements with management and Whitley Penn LLP (“Whitley
Penn”), our independent registered accounting firm, and all
matters required to be discussed by the American Institute of
Certified Public Accountants, Professional Standards, Vol. 1, AU
Section 380, as adopted by the Public Company Accounting Oversight
Board (“PCAOB”) in Rule 3200T.
The
Audit Committee has received written disclosures and the letter
from Whitley Penn required by applicable rules of the PCAOB
regarding Whitley Penn’s communications with the Audit
Committee concerning independence, and the Audit Committee has
discussed with Whitley Penn its independence.
Based
on the review and discussions noted in the preceding two
paragraphs, the Audit Committee recommended to the Board that the
audited financial statements for the years ended December 31, 2020
and 2019 be included in our annual report on Form 10-K with the
SEC.
All
three independent directors, Joel S. Friedman, Alexandra C. Griffin
and Jim R. Ruth, are members of the Audit Committee. The Audit
Committee acts pursuant to its Charter. Each of the Audit Committee
members qualifies as an independent director under the
exchange’s current listing standards.
Compensation Committee
On
August 31, 2012, the Board approved the creation of a Compensation
Committee comprised of our independent directors. The Compensation
Committee is chaired by Joel S. Friedman and is primarily concerned
with reviewing, approving and determining the compensation of our
executive officers to ensure that we employ ethical compensation
standards and that our executive officers are fairly compensated
based upon their performance and contribution to the Company. The
Committee has the authority to delegate any of its
responsibilities, along with the authority to take action in
relation to such responsibilities, to one or more subcommittees as
the Committee may deem appropriate in its sole discretion. To the
extent permitted by applicable law, the Committee also may delegate
to management certain of its duties and responsibilities, including
with respect to adopting, amending, modifying or terminating
benefit plans;and granting stock options or other equity awards
under certain stock plans.
The
Compensation Committee meets as often as necessary to perform its
duties and responsibilities. During Fiscal 2020, the Compensation
Committee met four times in person or telephonically. We have
adopted a formal written Compensation Committee Charter, and the
Compensation Committee reviews and reassesses the adequacy of the
Charter annually. It is available under the
“Governance” menu of our corporate website at
www.Envela.com.
Compliance, Governance, and Nominating Committee
On
January 17, 2013, the Board approved the creation of a Nominating
and Corporate Governance Committee comprised of our independent
directors, and on February 20, 2015, the Board approved a
resolution which changed the name of this committee to the
Compliance, Governance, and Nominating Committee, and also
delegated certain additional responsibilities to the committee. The
Compliance, Governance, and Nominating Committee is chaired by Jim
R. Ruth and is primarily concerned with matters relating to the
Company’s director-nomination process and procedures,
developing and maintaining the Company’s corporate-governance
policies, monitoring the Company’s compliance with its code
of conduct and ethics, and any related matters required by federal
securities laws.
The
Compliance, Governance, and Nominating Committee is responsible for
assessing, developing and communicating with the Board of Directors
the appropriate selection criteria required for members of the
Board, e.g., judgment, skill, diversity, integrity, experience with
businesses and other organizations of comparable size, the
interplay of a candidate’s experience with the experience of
other Board members, and the extent to which a candidate would be a
desirable addition to the Board and any of its committees. The
Committee will consider nominations of director candidates validly
made by stockholders in accordance with applicable laws, rules and
regulations and provisions of the Company’s charter
documents. The Committee will review such candidates in the same
manner by which it evaluates new and incumbent directors. See
“Stockholder Communications and Proposals” below for
additional information on how to submit a director nomination to
the Board of Directors.
The
Compliance, Governance, and Nominating Committee meets as often as
necessary to perform its duties and responsibilities. During Fiscal
2020, the Compliance, Governance, and Nominating Committee met
once. We have adopted a formal written Compliance, Governance, and
Nominating Committee Charter, and the Compliance, Governance, and
Nominating Committee reviews and reassesses the adequacy of the
charter annually. It is available under the “Investors”
menu on our corporate website at www.Envela.com. All nominees
standing for election as a member of our Board were selected by the
Compliance, Governance, and Nominating Committee, based on a review
of each individual’s background, credentials and business
experience.
The
Committee has the authority to delegate any of its
responsibilities, along with the authority to take action in
relation to such responsibilities, to one or more subcommittees as
the Committee may deem appropriate in its sole
discretion.
Leadership
Pursuant
to our bylaws, the Chairman of our Board shall be and is our Chief
Executive Officer. On June 11, 2014, the Board passed a resolution
to create the role of Lead Independent Director. The independent
directors elected Joel S. Friedman to fill that role. The Lead
Independent Director consults with the Chairman in setting the
schedule and agenda for Board meetings; coordinates, moderates and
presides over executive sessions of the independent directors; acts
as a liaison between independent directors and the Chairman; and
assists the Board and officers in providing oversight for the
Company’s governance guidelines and policies. As noted above,
Mr. Friedman also serves as Chairman of the Compensation
Committee.
Also
per our bylaws, the Chairman of our Board and Chief Executive
Officer presides, when present, at all meetings of the shareholders
and at all meetings of our Board. The Chairman of our Board and
Chief Executive Officer generally supervises our affairs, has
general and active control of all of our business, and sees that
all orders and resolutions of our Board and our shareholders are
carried into effect. We have determined that this leadership
structure is appropriate, given the need for a centralized
oversight model.
Risk Oversight
Like
other companies, we face a variety of risks, including investment
risk, liquidity risk and operational risk. Our Board believes that
an effective risk management system should: (i) timely identify the
material risks that we face; (ii) communicate necessary
information with respect to material risks to senior executives
and, as appropriate, to the Board or the relevant committee of our
Board; (iii) implement appropriate and responsive risk management
strategies consistent with our risk profile; and (iv) integrate
risk management into decision-making. Our Board is tasked with
overseeing risk oversight, and periodically meets with management
and advisors regarding the adequacy and effectiveness of our
risk-management processes and to analyze the most likely areas of
future risk for us. In addition to the formal compliance program,
our Board encourages management to promote a corporate culture that
incorporates risk management into our corporate strategy and
day-to-day business operations.
Code of Business Conduct & Ethics and Related-Person
Transaction Policy
We have
adopted a Code of Business Conduct and Ethics that applies to our
directors, officers and employees, as well as a Related-Person
Transaction Policy, that applies to the Company’s directors
(and director nominees), executive officers (or persons performing
similar functions), and certain family members, affiliates,
associates and/or related persons, as well as stockholders owning
at least 5% of our Common Stock. The latest copies of our Code of
Business Conduct and Ethics and Related-Person Transaction Policy
are available under the “Governance” menu on our
corporate website at www.Envela.com. Any transactions between the
Company and our officers, directors, principal shareholders or
other affiliates have been on terms no less favorable to us than
the Board believes could be obtained from unaffiliated third
parties on an arms-length basis. We intend to disclose future
amendments to these policies, or waivers of such provisions, at the
same location on our website and in public filings.
Shareholder Communication
Shareholders
may send communications to our Board, individual directors or
officers through our Investor Relations Department, Attn:
Secretary, c/o Envela, 1901 Gateway Drive, Ste 100, Irving, TX
75038, by telephone at 972-587-4021, or via email at
investorrelations@envela.com. The Secretary will forward all
shareholder communications that, in his/her judgment, are
appropriate for consideration by the Board. Comments or questions
regarding our accounting, internal controls or auditing matters
will be referred to members of the Audit Committee. Comments or
questions regarding nominating directors and other
corporate-governance matters will be referred to our Compliance,
Governance, and Nominating Committee.
EXECUTIVE OFFICERS
The following table sets forth certain information regarding the
Company’s current executive officers:
|
|
|
|
|
Employee or
|
|
|
|
|
|
|
|
Director
|
|
|
|
Name
|
|
Age
|
|
Since
|
|
Position
|
|
|
|
|
|
|
|
|
|
|
John R. Loftus
|
|
52
|
|
2016
|
|
Chairman of the Board, President and
|
|
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
Bret A. Pedersen
|
|
60
|
|
2017
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
John R. Loftus has served as Chief Executive Officer and
President and Chairman of the Board since December 12, 2016. Under
his guidance, the Company posted its fourth consecutive annual
profit in 2020. Mr. Loftus holds an M.B.A. from the SMU Cox School
of Business.
Bret A. Pedersen was elected
Chief Financial Officer on January 17, 2017. He has a
bachelor’s degree in Accounting from Southwest Texas State
University. Having been a CPA for over twenty years, he has
extensive experience in reporting, analyzing, and financially
controlling companies. Prior to being elected CFO for Envela, Mr.
Pedersen was the financial controller, from 2014 to 2016, for
Payson Petroleum, Inc.—the parent of Payson Operating,
LLC.
None of the individuals listed above has been involved in a legal
proceeding as defined by Item 401(f) of Regulation
S-K.
EXECUTIVE COMPENSATION
Our Board is responsible for establishing and administering
executive compensation and employee-benefit programs in the context
of our overall goals and objectives. This duty has been delegated
to the Board’s Compensation Committee (the
“Compensation Committee”) in accordance with the
Compensation Committee’s Charter. The Compensation Committee
reviews the Company’s executive compensation program at least
annually and approves appropriate modifications to executive
officer compensation, including specific amounts and types of
compensation. The Compensation Committee is responsible for
establishing the CEO’s and CFO’s compensation. The
Compensation Committee establishes the annual compensation of
non-employee directors and oversees our equity compensation plans,
including the administration of our stock-based compensation
plans.
The objectives of our compensation program are to: (i) provide a
competitive, comprehensive compensation package to attract, retain
and motivate highly talented personnel at all levels of our
organization; and (ii) provide incentives and rewards for
implementing and accomplishing our short-term and long-term
strategic and operational goals and objectives. We seek to
structure compensation packages that are competitive within the
industry while maintaining and promoting our interests and those of
our shareholders.
We believe that executive compensation should reflect the
executive’s responsibilities, the relative value of the
position, and the level of industry competition for quality
personnel. Our executive-compensation program includes three
primary components:
●
Base salary. Base salary is the
guaranteed element of executives’ annual cash compensation.
Base-salary amounts reflect the Compensation Committee’s
assessment of the employee’s long-term performance, his/her
skill set, and the market value of such skill set.
●
Annual cash bonus opportunities.
Performance-based incentive cash bonuses are intended to reward
executives for achieving specific financial and operational goals,
at corporate and individual levels.
●
Long-term incentive awards. Long-term
incentives are provided through grants of stock options and
restricted stock units. They’re intended to encourage
executives to seek long-term Company success, and to align their
interests with shareholders’ interests.
Advice of Compensation Consultant
In
February 2015, as part of a set of corporate governance reforms
that the Board implemented, the Compensation Committee recommended
and the Board approved an Executive Compensation Policy. As part of
this policy, the Compensation Committee is required to retain an
independent compensation consultant at least once every three years
to review the Company’s compensation philosophy and plan to
ensure that the criteria, factors, and policies and procedures for
determining compensation comport with current best practices. Such
consultant shall make recommendations to the Compensation Committee
and/or the entire Board regarding any appropriate actions to better
align executive and director compensation with shareholder
interests and long-term value creation. Accordingly, in 2016, the
Compensation Committee retained an independent compensation
consultant, Paradox Compensation Advisors (“Paradox”),
to analyze our executive compensation program as compared to our
peers. Paradox also advised the Compensation Committee regarding
appropriate elements of a competitive executive compensation
structure, including fixed and at-risk elements, short-term and
long-term incentives, and cash and equity components. Paradox
reported the results of its analysis of our total executive
compensation packages for positions held by members of our
executive leadership team, as well as specific components of these
packages, as compared to executives holding similar positions as
similar-sized companies and/or labor market peers in related
industries. An independent consultant has been retained for 2021
and the review is underway.
Summary Compensation Table
The
following tables and discussion sets forth the compensation paid or
accrued to our Chief Executive Officer (or person acting in a
similar capacity), and our two most highly compensated executive
officers other than our Chief Executive Officer (“Named
Executive Officers”), for all services rendered to us by
these individuals in all capacities for Fiscal 2020 and Fiscal
2019.
|
Name
and
|
|
Fiscal
|
|
|
|
|
|
Stock
|
|
Other
|
|
Total
|
|
|
|
|
|
Salary
($)
|
|
Bonus
($)
|
|
Awards
($)
|
|
Compensation
|
|
Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John R.
Loftus
|
|
2019
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Chief
Executive
|
|
2020
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Officer
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bret A.
Pedersen
|
|
2019
|
|
165,000
|
|
-
|
|
-
|
|
-
|
|
165,000
|
|
Chief
Financial
|
|
2020
|
|
165,000
|
|
10,000
|
|
-
|
|
-
|
|
175,000
|
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
_____________________
(1)
Mr.
Loftus has chosen not to receive a salary at this
time.
Employment Agreement
There are no Employment Agreements as of December 31, 2020;
however, each of the executive officers are beneficiaries of
indemnification agreements.
Outstanding Equity Awards at Fiscal Year End
There
are no Outstanding Equity Awards as of December 31,
2020.
Compensation of Directors
Beginning
in January 2017, the Compensation Committee recommended that
independent directors be paid cash compensation of $10,000 per
year, to be paid in $2,500 quarterly increments due on the day of
each quarterly board meeting. No other compensation is to be paid.
The full Board subsequently approved these
recommendations.
Our
employee directors receive no separate compensation for their
services as directors.
The
following table sets forth the total compensation paid to our
directors (other than directors who are Named Executive Officers
and whose compensation is described above under the heading Summary
Compensation Table) for their service on our Board and committees
of the Board during Fiscal 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
|
|
|
Joel
S. Friedman (1)
|
10,000
|
-
|
-
|
10,000
|
|
Alexandra
C. Griffin (2)
|
10,000
|
-
|
-
|
10,000
|
|
Jim
R. Ruth (3)
|
10,000
|
-
|
-
|
10,000
|
|
|
|
|
|
|
____________________________________
(1)
Joel S. Friedman
was elected as independent director on January 18,
2017.
(2)
Alexandra C.
Griffin was elected as independent director on January 17,
2017.
(3)
Jim R. Ruth was
elected as independent director on January 17, 2017.
Equity Compensation Plan Information
On June
21, 2004, our shareholders approved the adoption of the 2004 Stock
Option Plan (the “2004 Plan”) which reserved
1,700,000 shares of our Common Stock for issuance upon
exercise of options to purchase our Common Stock. We granted
options to purchase an aggregate of 1,459,634 shares of our Common Stock under
the 2004 Plan to certain of our officers, directors, key employees
and certain other individuals who provided us with goods and
services. Each option
vested on either January 1, 2004 or immediately upon issuance
thereafter. The exercise price of each option issued pursuant to
the 2004 Plan is equal to the market value of our Common Stock on
the date of grant, as determined by the closing bid price for our
Common Stock on the Exchange on the date of grant or, if no trading
occurred on the date of grant, on the last day prior to the date of
grant on which our securities were listed and traded on the
Exchange. Of the options issued under the 2004 Plan, as of
December 31, 2020, 845,634
have been exercised, 599,000 have expired, and 15,000 remain
outstanding. No further issuances can be made pursuant to the 2004
Plan.
On
December 7, 2016, our shareholders approved the adoption of the
2016 Equity Incentive Plan (the “2016 Plan”), which
reserved 1,100,000 shares for issuance pursuant to awards issued
thereunder. As of December 31, 2020, no awards had been made under
the 2016 Plan.
The
following table summarizes options to purchase shares of Common
Stock, and RSUs, outstanding as of December 31,
2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
equity
compensation plans
|
|
|
|
|
|
|
Plan
Category
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans approved by
|
15,000
|
2.17
|
1,100,000
|
|
security
holders
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans not approved by
|
None
|
|
None
|
|
security
holders
|
15,000
|
|
1,100,000
|
____________________
(1)
Pursuant to the
terms of individual Restricted Stock Unit Award Agreements, such
RSUs will vest over time, or subject to performance conditions
contingent upon the continued service to the Company by the
recipient. Each vested RSU may be converted into one share of
common stock, par value $0.01, of the Company without additional
consideration (other than such conversion and reduction in the
number of RSUs held).
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
From
time to time, we engage in business transactions with our
shareholders and other related parties. Set forth below in the
section entitled “Related Party Transactions” is a
summary of such transactions.
Related Party Transactions
From
time to time, we engage in business transactions with our
shareholders and other related parties. Set forth below in the
section entitled “Related-Party Transactions” is a
summary of such transactions.
Related-Party Transactions
The
Company has a corporate policy governing the identification,
review, consideration and approval or ratification of transactions
with related persons (each such person, a “Related
Party”), as that term is defined in the Instructions to Item
404(a) of Regulation S-K, promulgated under the Securities Act of
1933, as amended (the “Securities Act”). Under this
policy, all Related-Party transactions are identified and approved
prior to their consummation to ensure they are consistent with the
Company’s and the stockholders’ best interests. Among
other factors, the Company’s Board considers the size and
duration of the transaction, the nature and interest of the of the
Related Party in the transaction, whether the transaction may
involve a conflict of interest, and if the transaction is on terms
that are at least as favorable to the Company as would be available
in a comparable transaction with an unaffiliated third party.
Envela’s Board reviews all Related Party transactions at
least annually to determine if it is in the best interest of the
Company and the Company’s stockholders to continue, modify,
or terminate any Related Party transactions.
On May
20, 2019, the Company entered into two loan agreements with John R.
Loftus, , the CEO and President of the Company and chairman of the
Board. ECHG, LLC executed a 5-year, $6,925,979 note in connection
with the Echo Transaction, amortized over 20 years at a 6% annual
interest rate. DGSE, LLC executed a 5-year, $3,074,021 note to pay
off the accounts payable – related party balance to a
previous Related Party as of May 20, 2019. That promissory note is
also amortized over 20 years at a 6% annual interest rate. Both
notes are being serviced by operational cash flow.
RATIFICATION OF THE APPOINTMENT OF
WHITLEY PENN AS INDEPENDENT AUDITORS OF ENVELA
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020
The Audit Committee has appointed Whitley Penn as our independent
registered accountants to audit our financial statements for the
fiscal year ending December 31, 2020, and has further directed that
management submit the selection of independent registered
accountants for ratification by our stockholders at the annual
meeting. Stockholder ratification of the selection of Whitley Penn
is not required by our bylaws or otherwise. However, we are
submitting the selection of Whitley Penn to the stockholders for
ratification as a matter of good corporate practice. If the
stockholders fail to ratify the selection, the Audit Committee will
reconsider whether or not to retain Whitley Penn. Even if the
selection is ratified, the Audit Committee in its discretion may
direct the appointment of a different independent accounting firm
at any time during the year if it is determined that such a change
would be in the best interests of Envela and our
stockholders.
Representatives of the firm of Whitley Penn are expected to be
present at our annual meeting and will have an opportunity to make
a statement, if they so desire, and will be available to respond to
appropriate questions.
In accordance with the requirements of the Sarbanes-Oxley Act of
2002 and the Audit Committee’s charter, all audit and
audit-related work and all non-audit work performed by our
independent accountants, Whitley Penn, is approved in advance by
the Audit Committee, including the proposed fees for such work. The
Audit Committee is informed of each service actually
rendered.
The following table presents fees for the audits of our annual
Consolidated Financial Statements for Fiscal 2020 and Fiscal
2019.
|
Type of Fees
|
|
|
|
Audit
Fees
|
$324,769
|
$295,000
|
|
Tax
Fees
|
10,250
|
17,100
|
|
Total
|
335,019
|
$312,100
|
The amounts for audit fees include generally the fees charged for:
(i) the audit of our annual consolidated financial statements
included in the Company’s Form 10-K; and (ii) the reviews of
our quarterly consolidated financial statements included in the
Company’s Forms 10-Q. The tax fees were primarily for tax
return preparation and tax-related services, including the
preparation of all applicable state tax returns.
All audit services were pre-approved by the Audit Committee, which
concluded that the provision of such services by Whitley Penn LLP
was compatible with the maintenance of that firm’s
independence in the conduct of its auditing functions. The Audit
Committee’s pre-approval policy: (i) identifies the guiding
principles that must be considered by the Audit Committee in
approving services to ensure that Whitley Penn LLP’s
independence is not impaired; (b) describes the audit, and tax
services that may be provided; and (c) sets forth pre-approval
requirements for all permitted services. Under the policy, all
services to be provided by Whitley Penn LLP must be pre-approved by
the Audit Committee.
We originally engaged the firm of Whitley Penn in May 2012 as our
principal independent accountant to audit our financial statements.
The members of our Board of Directors unanimously approved the
engagement of Whitley Penn. Prior to the engagement of Whitley
Penn, neither we nor any person on our behalf consulted Whitley
Penn regarding either: (i) the application of accounting principles
to a specified completed or proposed transaction or the type of
audit opinion that might be rendered on our financial statements;
or, (ii) any matter that was the subject of a disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S-K, promulgated under
the Securities Act and the related instructions to such Item) or a
reportable event (as defined in Item 304(a)(1)(v) of Regulation
S-K, promulgated under the Securities Act).
Vote Required
The affirmative vote of a majority of the votes cast at the annual
meeting, assuming a quorum is present, is required for the
ratification of our independent registered
accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE
RATIFICATION OF
THE APPOINTMENT OF WHITLEY PENN AS INDEPENDENT AUDITORS OF ENVELA
FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2021.
ADJOURNMENT OF THE ANNUAL MEETING TO SOLICIT ADDITIONAL PROXIES
IN
FAVOR OF PROPOSALS ONE THROUGH TWO
At the
annual meeting, we may ask stockholders to vote to adjourn the
meeting to solicit additional proxies in favor of the approval of
Proposals One and Two if we have not obtained sufficient votes to
approve any such proposal. Approval of the adjournment proposal
requires the affirmative vote of a majority of the votes cast on
the matter, assuming a quorum is present at the meeting. As this
vote is a non-routine matter under applicable rules, your bank,
broker or other nominee cannot vote without instructions from
you.
THE
BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL
TO
ADJOURN
THE ANNUAL MEETING TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF
PROPOSALS ONE AND TWO.
SECTION 16(a) BENEFICIAL
OWNERSHIP
REPORTING COMPLIANCE
Section
16(a) of the Exchange Act requires our directors and officers and
persons who beneficially own more than ten percent of our common
stock to file with the SEC reports of beneficial ownership on Forms
3 and changes in beneficial ownership of our common stock and other
equity securities on Forms 4 or Forms 5. SEC regulations require
all officers, directors and greater than 10% stockholders to
furnish us with copies of all Section 16(a) forms they
file.
Based
solely upon a review of Forms 3 and 4 and amendments thereto
furnished to us during, and Forms 5 and amendments thereto
furnished to us with respect to, Fiscal 2020, and any written
representations from reporting persons that no Form 5 is required,
the following table sets forth information regarding each person
who, at any time during Fiscal 2020, was a director, officer or
beneficial owner of more than 10% of our common stock who failed to
file on a timely basis, as disclosed in the above forms, reports
required by Section 16(a) of the Exchange Act during Fiscal 2020 or
prior fiscal years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
|
|
John
R. Loftus
|
0
|
0
|
0
|
|
Allison
M. DeStefano
|
0
|
0
|
0
|
|
Joel
S. Friedman
|
0
|
0
|
0
|
|
Alexandra
C. Griffin
|
0
|
0
|
0
|
|
Jim
R. Ruth
|
0
|
0
|
0
|
|
Bret
A. Pedersen
|
0
|
0
|
0
|
STOCKHOLDER COMMUNICATIONS AND
PROPOSALS
We have adopted a formal process by which stockholders or other
interested parties may communicate with our Board of Directors or
any of its members. Our Board recommends that stockholders or other
interested parties initiate any communications with the Board in
writing and send them in care of the investor relations department
by mail to our principal offices at 1901 Gateway Drive, Ste 100,
Irving, TX 75038. This centralized process will assist the Board in
reviewing and responding to such communications in an appropriate
manner. The name of any specific intended Board recipient should be
noted in the communication.
The Board of Directors has instructed the investor relations
department to forward such correspondence only to intended
recipients; however, the Board has also instructed the investor
relations department, prior to forwarding any correspondence, to
review such correspondence and, in its discretion, not to forward
certain items if they are deemed of a personal, illegal,
commercial, offensive or frivolous nature or otherwise
inappropriate for the Board’s consideration. In such cases,
correspondence will be forwarded to our corporate secretary for
review and possible response. This information is also contained on
our website at www.Envela.com.
Stockholder proposals made in compliance with Rule 14(a)-8 of the
Exchange Act to be presented at our 2021 Annual Meeting of
Stockholders, for inclusion in our proxy statement and form of
proxy relating to that meeting, must be received on or before March
1, 2021, unless the Annual Meeting has been changed by more than
thirty days from the date of the 2021 Annual Meeting, in which case
stockholder proposals must be received by a reasonable time before
the Company begins to print and send its proxy materials.
Stockholder proposals made outside the process described in Rule
14(a)-8 of the Exchange Act must be received by May 1, 2021. Such
stockholder proposals must comply with our bylaws and the
requirements of Regulation 14A of the Exchange
Act.
Rule 14a-4 of the Exchange Act governs our use of
discretionary proxy voting authority with respect to stockholder
proposals not addressed in the proxy statement. With respect to our
2021 Annual Meeting of Stockholders, if we are not provided notice
of a stockholder proposal by May 20, 2021, we will be permitted to
use our discretionary voting authority when the proposal is raised
at the meeting, without any discussion of the matter in the proxy
statement.
PERSONS MAKING THE SOLICITATION
The enclosed proxy is solicited on behalf of our Board of
Directors. We will pay the cost of soliciting proxies in the
accompanying form. Our officers may solicit proxies by mail,
telephone, telegraph or facsimile. Upon request, we will reimburse
brokers, dealers, banks and trustees, or their nominees, for
reasonable expenses incurred by them in forwarding proxy material
to beneficial owners of our shares of Common Stock.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented
for action at the meeting other than the matters set forth herein.
Should any other matter requiring a vote of stockholders arise, the
proxies in the enclosed form confer upon the person or persons
entitled to vote the shares represented by such proxies’
discretionary authority to vote the same in accordance with their
best judgment in the interest of Envela.
The Company has adopted a process for mailing the 2020 Annual
Report and the 2021 Proxy Statement called
“householding,” which has been approved by the
Securities and Exchange Commission. Householding means that
stockholders who share the same last name and address will receive
only one copy of the 2020 Annual Report and 2021 Proxy Statement,
unless the Company receives contrary instructions from any
stockholder at that address. Envela will continue to mail a proxy
card to each stockholder of record.
If you prefer to receive multiple copies of the 2020 Annual Report
and the 2021 Proxy Statement at the same address, additional copies
will be promptly provided to you upon your request. If you are a
stockholder of record, requests for additional copies should be
directed to 1901 Gateway Dr., Ste 100, Irving, TX 75038, Attention:
Bret Pedersen, Telephone: 972-587-4024. Eligible stockholders of
record receiving multiple copies of the 2020 Annual Report and the
2021 Proxy Statement can request householding by contacting the
Company in the same manner. Envela has undertaken householding to
reduce printing costs and postage fees, and we encourage you to
participate.
If you are a beneficial owner, you may request additional copies of
the 2020 Annual Report and 2021 Proxy Statement or you may request
householding by notifying your broker, bank or
nominee.
Current and prospective investors can also access free copies of
our 2020 Annual Report, the 2021 Proxy Statement and other
financial information on the Investor Relations section of our
website at www.Envela.com.
ANNNUAL REPORT ON FORM 10-K
A copy of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, including financial statements, accompanies
this proxy statement. The Annual Report is not to be regarded as
proxy soliciting material or as a communication by means of which
any solicitation is to be made. A copy of our Annual Report on Form
10-K for the fiscal year ended December 31, 2020, filed with
the SEC, is available (excluding exhibits) without cost to
stockholders upon written request made to Investor Relations,
Envela Corporation, 1901 Gateway Dr., Ste 100, Irving, TX 75038 or
online at our website: www.Envela.com.
|
|
|
By Order of the Board of Directors,
|
|
|
|
/s/ Bret A. Pedersen
|
|
Bret A. Pedersen
|
|
Chief Financial Officer
|
April 30, 2021
Envela (AMEX:ELA)
Historical Stock Chart
Von Nov 2024 bis Dez 2024
Envela (AMEX:ELA)
Historical Stock Chart
Von Dez 2023 bis Dez 2024
