UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A (Rule 14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
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Filed
by the Registrant ☒ |
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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 Under Rule § 240.14a-12 |
| THE
MARYGOLD COMPANIES, INC. |
| (Name
of Registrant as Specified In Its Charter) |
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| (Name
of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment
of Filing Fee (Check the appropriate box):
| ☒ |
No
fee required. |
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| ☐ |
Fee
paid previously with Preliminary materials. |
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| ☐ |
Fee
computed on table in exhibit required by Item 25(b) of Exchange Act Rules 14a-6(i)(1) and 0-11. |
THE
MARYGOLD COMPANIES, INC.
120
Calle Iglesia, Unit B
San
Clemente, CA 92672
NOTICE
OF 2024 ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON NOVEMBER 8, 2024
TO
THE STOCKHOLDERS OF THE MARYGOLD COMPANIES, INC.
The
2024 annual meeting of stockholders of The Marygold
Companies, Inc. (“we,” “our,” “us,” “Company” or “Marygold”) will
be held on Friday, November 8, 2024, at 12:00 p.m., Pacific Time Zone, at the San Francisco Airport Marriott Waterfront hotel,
1800 Old Bayshore Highway, Burlingame, California 94010 (“Annual Meeting”), for the purpose of considering and taking
appropriate action with respect to the following:
1.
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To
elect eight (8) directors to our Board of Directors (“Board”), as follows:
Nicholas Gerber, David Neibert, Scott Schoenberger, James Alexander, Matt Gonzalez, Erin
Grogan, Joya Harris, and Derek Mullins, in each case, to serve a one-year term. |
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| 2. |
To
approve, on non-binding advisory vote basis, the compensation paid to our named executive officers for 2024. |
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| 3. |
To
approve, on non-binding advisory vote basis, the frequency of the stockholder advisory vote
on the approval of the compensation paid to our named executive officers. |
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To
transact such other business which may properly be brought before the Annual Meeting or any adjournment or postponement thereof.
The
Board has fixed the close of business on September 9, 2024 (“Record Date”), as the record date for determining stockholders
entitled to notice and to vote at the Annual Meeting, and any postponements or adjournments thereof.
We
will furnish proxy materials to our stockholders via the internet in order to expedite stockholders’ receipt of proxy materials
while lowering the cost of delivery and reducing the environmental impact of our annual meeting of stockholders.
Accordingly,
we are sending to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials, which provides
instructions on how to access the attached proxy statement and the annual report of The Marygold Companies, Inc. to stockholders for
the fiscal year ended June 30, 2024, via the internet and how to vote online. The Notice of Internet Availability of Proxy Materials
also contains instructions on how to obtain the proxy materials in printed form. If you received your proxy materials in printed form
by mail, you may also vote your shares by marking your votes on the enclosed proxy card, signing and dating it, and mailing it in the
enclosed envelope.
If
you are a holder of record on the Record Date and plan to attend the Annual Meeting in person, please bring photo identification. If
your shares are held in the name of a broker, bank or other nominee, please also bring a letter from the broker or other nominee confirming
your ownership as of the Record Date. If you wish to vote your shares at the Annual Meeting, the broker, bank or other nominee must provide
you with a proxy or power of attorney.
In
order to attend the meeting, you must register at https://www.iproxydirect.com/MGLD by 11:59 p.m. Pacific Time on November 6,
2024.
When
you submit your proxy, you authorize Nicholas D. Gerber and Scott Schoenberger and each or any of them to vote your shares at the Annual
Meeting and at any adjournments or postponements of the meeting in accordance with your instructions.
STOCKHOLDERS
ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. HOWEVER, IF YOU PLAN TO ATTEND IN PERSON, YOU ARE ENCOURAGED TO VOTE YOUR
SHARES PRIOR TO THE DATE OF THE ANNUAL MEETING.
| Date:
September 23, 2024 |
By
order of the Board of Directors, |
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By: |
/s/
David Neibert |
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David
Neibert |
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|
Secretary |
Your
vote is important. Regardless of whether you plan to attend the Annual Meeting of Stockholders, please follow the instructions you received
to vote your shares as soon as possible to ensure that your shares are represented at the Annual Meeting. Stockholders of record,
or beneficial stockholders named as proxies by their stockholders of record, who attend the meeting may vote their shares personally.
Important Notice of Internet Availability
of Proxy Materials for the 2024 Annual Meeting of Stockholders to be held on November 8, 2024. The attached Proxy Statement, related
proxy material, and our Annual Report on Form 10-K for 2024 are available at https://www.iproxydirect.com/MGLD.
We intend to mail the Notice of Internet Availability of Proxy Materials to you beginning on or about September 25, 2024.
VOTING
The
presence, in person or by proxy, of the holders of a majority of the voting power of all outstanding shares of stock on
the Record Date entitled to vote constitutes a quorum for the transaction of business at the meeting. Each issued and outstanding
share of our common stock on the Record Date will be entitled to one vote on matters submitted to our stockholders at the Annual Meeting.
Each share of Series B Convertible, Voting, Preferred Stock (“Series B Preferred Stock”) will be entitled to 20 votes on matters
submitted to our stockholders at the Annual Meeting. Votes cast by proxy or in person at the meeting will be tabulated by the election
inspectors appointed for the meeting who will determine whether a quorum is present. Assuming a quorum is present, the votes to
approve the matters coming before the meeting are as follows:
| ● | Proposal
1. Election of Directors. Directors will be elected by the affirmative vote of a majority of the voting power
of shares present in person or represented at the Annual Meeting and entitled to vote thereon. Therefore, each director nominee
will be elected by a vote of the majority of the votes cast. A majority of the votes cast means the number of votes cast “For”
such nominee’s election exceeds the number of votes cast “Against” that nominee. You may vote “For,” “Against”
or “Abstain” with respect to each director nominee. Broker non-votes or abstentions, if any, will have no effect on the outcome
of the election. |
| ● | Proposal 2. Approval of Compensation Paid to Named
Executive Officers. The approval of the compensation paid to our named executive officers requires the affirmative vote
of a majority of the voting power of shares present in person or represented at the Annual Meeting and entitled to
vote thereon. You may vote “For”, “Against” or “Abstain” with respect to this proposal.
Abstentions are considered votes present and entitled to vote on this proposal, and thus will have the same effect as votes “Against”
this proposal. Broker non-votes will have no effect on the outcome of this proposal. The vote is advisory only and the Board of
Directors will take the results of the advisory vote into account regarding the compensation of our named executive
officers. |
| ● | Proposal
3. Approval of Frequency of Vote on Compensation Paid to Named Executive Officers.
The approval of the frequency of the stockholder advisory vote on the compensation paid
to our named executive officers to be either once every one (1) year, two
(2) years, or three (3) years and requires the affirmative vote of a majority of the voting power of shares present in person or represented at
the Annual Meeting and entitled to vote thereon. Accordingly, you may vote “1 Year,”
“2 Years,” “3 Years,” or “Abstain” on the advisory
vote regarding the frequency of stockholder advisory vote on the compensation paid to
our named executive officers. Abstentions are considered votes present and entitled
to vote on this proposal, and thus will have the same effect as votes “Against”
this proposal. Broker non-votes will have no effect on the outcome of this proposal.
The vote is advisory only and the Board of Directors will take the results of the advisory
vote into account in determining the frequency of advisory votes on the compensation paid
to our named executive officers. |
Broker
non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee
holding the shares as to how to vote on matters deemed “non-routine.” Under applicable New York Stock Exchange (“NYSE”)
rules relating to the discretionary voting of proxies by brokers, brokers are not permitted to vote shares on non-routine matters, including
the election of directors. However, even if they do not receive instructions from the beneficial owner, brokers are permitted
to vote shares held in brokerage accounts with respect to “routine” matters, including on a non-binding advisory vote
basis, with regard to the compensation paid to our named executive officers and, on a non-binding advisory vote
basis, the frequency of the stockholder advisory vote on the compensation paid to our named executive officers. Therefore, street name holders of shares held in broker accounts are advised that,
if they do not timely provide instructions to their broker, their shares will not be voted in connection with Proposal 1 (Election of
Directors).
PROXY
STATEMENT
FOR
THE ANNUAL MEETING OF STOCKHOLDERS OF
THE MARYGOLD COMPANIES, INC.
To
be held on Friday November 8, 2024, at 12 p.m. Pacific Time Zone
QUESTIONS
AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why
did I receive these proxy materials?
The
Marygold Companies, Inc., (“we,” “our,” “us,” “Company” or “Marygold”)
is soliciting proxies for our 2024 Annual Meeting of Stockholders (“Annual Meeting”). The Annual Meeting will be held
in person on Friday, November 8, 2024, at 12:00 p.m., Pacific Time. The information included in this proxy statement (“Proxy Statement”)
relates to the proposals to be voted on at the Annual Meeting, the voting process, and three proposals, including the election
of directors, a non-binding advisory vote on the compensation paid to our named executive officers, and a non-binding
advisory vote on the frequency of the advisory vote on the compensation paid to our named executive officers.
The Company’s annual report to stockholders for the fiscal year ended June 30, 2024 (“Annual Report”) is available
to review with this Proxy Statement. We are sending a notice of the Annual Meeting (and, for those who request it, a paper copy of this
Proxy Statement and the enclosed form of proxy) to our stockholders on or about September 25, 2024.
Why
did I receive an important notice regarding the Internet availability of proxy?
We
are furnishing proxy materials to our stockholders primarily through notice-and-access delivery pursuant to SEC rules. As a result,
beginning September 25, 2024, we are mailing to many of our stockholders an Important Notice Regarding the Availability of Proxy
Materials (“Notice of Internet Availability” or “Notice”) containing instructions on how to access
the proxy materials on the Internet. Stockholders who have affirmatively requested electronic delivery of our proxy materials
will receive instructions via email regarding how to access these materials electronically. All other stockholders, including
stockholders who have previously requested to receive a paper copy of the materials, will receive a full paper set of the proxy
materials by mail. Using the notice-and-access method of proxy delivery expedites receipt of proxy materials by our stockholders,
reduces the cost of producing and mailing the full set of proxy materials, and helps us contribute to sustainable practices.
If
you receive a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail. Instead,
the Notice instructs you on how to access the proxy materials and vote on the Internet. If you received a Notice by mail
and would like to receive paper copies of our proxy materials in the mail, you may request a printed copy of our proxy materials by calling
1-866-752-8683 or by sending an email to: proxy@iproxydirect.com with “The
Marygold Companies, Inc.” and your “CONTROL ID” in your email subject line. Include your full name and address, state
that you want a paper copy of the meeting materials. To facilitate timely delivery, requests for a paper copy of proxy materials must
be received before October 18, 2024.
Where
can I view the proxy materials on the Internet?
The
Notice provides you with instructions on how to:
| ● | View
proxy materials for the Annual Meeting via the Internet; and |
| ● | Instruct
Marygold to send future proxy materials to you by email. |
You
can view the proxy materials for the Annual Meeting online at https://www.iproxydirect.com/MGLD
How
can I attend the Annual Meeting and vote my shares at the Annual Meeting?
We
will be holding the Annual Meeting of Stockholders in person as noted in this Proxy Statement.
Who
can attend and vote at the Annual Meeting?
Anyone
owning shares of our common stock or Series B Preferred Stock (“shares” or “Stock”) of record
at the close of business on September 9, 2024, the Record Date for this year’s Annual Meeting, is entitled to attend in
person and to vote on all items properly presented at the Annual Meeting on November 9, 2024, or at a later date if the Annual
Meeting is adjourned or postponed to a later date. If you propose to attend in person, you will be required to present valid proof of
identification at the Annual Meeting. We will give you a ballot when you arrive. However, if your shares are held in the name of your
broker, bank or other nominee, in addition to identification, you must bring proof of beneficial ownership in order to attend the Annual
Meeting, which generally can be obtained from the record holder. In that event, you must also obtain a proxy or a power of attorney executed
by the broker, bank or other nominee that owns the shares of record for your benefit and authorizing you to vote the shares at the Annual
Meeting. Our meeting will still be governed by our rules of conduct and procedures. Also, if you are a stockholder, you may submit a
question in advance of the meeting by sending an email to proxy@issuerdirect.com and providing your name and control number provided
with your proxy material.
Why
would the Annual Meeting be adjourned?
The
Annual Meeting may be adjourned if a quorum is not present or to allow time for further solicitation of proxies in the event there are
insufficient votes present in person or represented by proxy to approve the proposals. For purposes of determining whether stockholders
have approved matters other than the election of directors, abstentions are treated as shares present or represented and voting, so abstaining
has the same effect as a negative vote. Shares held by brokers who do not have discretionary authority to vote on a particular matter
and who have not received voting instructions from their customers are not counted or deemed to be present or represented for the purpose
of determining whether stockholders have approved that matter, but they are counted as present for the purpose of determining the existence
of a quorum at the Annual Meeting.
What
is a quorum?
For purposes of the Annual Meeting, a “quorum” is a majority in voting power of the outstanding shares owned by
stockholders on the Record Date entitled to vote at the meeting, represented in person or by proxy. Broker non-votes (as further
described below) and abstentions are counted for purposes of determining whether a quorum is present. On the Record Date, an
aggregate of 41,313,235 votes are entitled to be cast at the Annual
Meeting. Thus, to have a quorum, holders of shares of voting stock (common stock and Series B Preferred Stock) representing an
aggregate of 20,656,618 votes must be represented by stockholders
present at the meeting in person or by proxy.
What
is the difference between holding shares as a stockholder of record and as a beneficial owner?
Stockholder
of Record
If,
on the Record Date, your shares were registered directly in your name with our transfer agent, Issuer Direct Corporation, you are a “stockholder
of record” who may vote at the Annual Meeting. As a stockholder of record you have the right to direct the voting of your shares
via the Internet, telephone, by returning a proxy card to us or by voting in person at the Annual Meeting. Whether or not you plan to
attend the Annual Meeting, please vote via the Internet, telephone, or complete, sign, date, and return a proxy card to ensure that your
vote is counted.
Beneficial
Owner
If,
on the Record Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered
the “beneficial owner” of shares held in “street name.” Your broker or nominee is considered the stockholder
of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to instruct your broker, bank, or
nominee how to vote your shares by using any voting instruction card supplied by them or by following their instructions for voting by
telephone, online, or in person. However, since you are not the stockholder of record, you may not vote these shares in person at the
Annual Meeting unless you receive a valid proxy or power of attorney from your brokerage firm, bank or other nominee holder. To obtain
a valid proxy or power of attorney, you must make a special request of your brokerage firm, bank or other nominee holder.
How
may I vote my shares without attending the Annual Meeting?
Even
if you plan to attend the Annual Meeting in person, we encourage you to submit a proxy or voting instructions before the Annual Meeting
by the method or methods described below:
| ● | If
you received a Notice by mail:
You may access the proxy materials and voting instructions over the internet via the web
address provided in the Notice. To access the materials and to submit your proxy or voting
instructions, you will need the control number provided in the Notice you received in the
mail. You may submit your proxy or voting instructions by following the instructions in the
Notice or on the proxy voting website. |
| ● | If
you received the proxy materials by e-mail. You
may access the proxy materials and voting instructions over the internet via the web address
provided in the e-mail. To submit your proxy or voting instructions, you will need the control
number set forth in the email. You may submit your proxy or voting instructions by following
the instructions in the e-mail or on the proxy voting website. |
| ● | If
you received the proxy materials by mail: You may submit your proxy or voting
instructions by following the instructions provided on the Proxy Card or voting instruction
form. If you submit your proxy or voting instructions via the internet or by telephone,
you will need the
control number provided on the Proxy Card or voting instruction form. If you submit your
proxy or voting instructions by mail, please complete, sign and date the Proxy Card or voting
instruction form and mail it to: Proxy Voting-David Neibert, Secretary 120 Calle Iglesia,
Unit B, San Clemente, CA 92672. Proxy Cards must be received before 11:59 PM Pacific
Time on November 7, 2024. |
What
are the voting rights of stockholders?
Holders
of record of our shares of common stock outstanding
on the Record Date are entitled to cast one vote for each share of such common stock on the matter to be voted upon. Holders
of record of our shares of Series B Preferred Stock outstanding on the Record Date are entitled to 20 votes for each share of Series
B Preferred Stock on the matter to be voted upon.
On the Record Date, there
were 40,326,035
shares of common stock, $0.001 par value per share (“common stock”), and 49,360 shares of Series B Preferred
Stock issued and outstanding. Each share of Series B Preferred Stock is convertible into 20 shares of our common stock and votes pari
passu on an “as if converted” basis on all matters presented to our stockholders for a vote. Accordingly, an aggregate of
41,313,235 votes may be cast
at the Annual Meeting by our stockholders. There is no cumulative voting.
What
are broker non-votes and how are they treated for voting purposes?
Under
the rules of the New York Stock Exchange (“NYSE”), brokers who have transmitted proxy materials to customers may vote the
shares of customers who fail to provide voting instructions on “routine matters,” but not on “non-routine matters.”
When a broker’s customer does not provide the broker with voting instructions on non-routine matters, the broker cannot vote on
those matters and instead reports the number of such shares as broker “non-votes.” Broker non-votes are counted as present
for the purpose of determining the presence of a quorum for the transaction of business, but they are not counted as shares voting for
non-routine matters. Thus, broker non-votes can have the effect of preventing approval of certain proposals where the number of affirmative
votes, although a majority of the votes cast, does not constitute a majority of the voting power present. Non-routine matters include
the election of directors (Proposal 1). Therefore, if you hold your shares in street name through a broker or nominee, you must
cast your vote if you want it to count in respect of the election of directors. The non-binding advisory vote on the compensation of
our named executive officers and the non-binding advisory vote on the frequency of the stockholder advisory vote on the approval
of the compensation paid to named executive officers are considered routine matters, so brokers or nominees will have discretion
to vote any uninstructed shares on these proposals (Proposal 2) and (Proposal 3).
If
you are a beneficial owner of shares held in “street name” through a bank, broker or other agent, in order to ensure your
shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline
provided in the materials you receive from your broker, bank or other agent.
Are
you “householding” for stockholders sharing the same address?
Yes.
The SEC’s rules regarding the delivery of proxy materials to stockholders permit us to deliver a single copy of these documents
to an address shared by two or more of our stockholders. This method of delivery is called “householding,” and it
can significantly reduce our printing and mailing costs. It also reduces the volume of mail you receive. This year, we are delivering
a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders sharing an address, unless we receive
instructions to the contrary from one or more of the stockholders. To receive a separate copy of the Notice and, if applicable,
this Proxy Statement and our Annual Report on Form 10-K for 2024, stockholders may write to: The
Marygold Companies, Inc., Attn: David Neibert, Secretary, 120 Calle Iglesia, Unit B, San Clemente, CA 92672. The
same phone number and address may be used to notify us that you wish to receive a separate set of proxy materials in the future, or to
request delivery of a single copy of our proxy materials if you are receiving multiple copies.
Can
I change or revoke my vote after I have delivered my proxy?
Yes.
You may change your vote at any time before voting concludes before the Annual Meeting by:
| ● | To
change your vote prior to the meeting date, please email proxy@issuerdirect.com and
someone from our proxy team will reach out to you to assist. |
| ● | You
may attend the Annual Meeting and vote in person; however, simply attending the Annual Meeting
will not, by itself, revoke your proxy. |
| ● | If
your shares are held by a bank, broker or other nominee and you provide instructions to that
nominee on a form received from the nominee, you may revoke or change your voting instructions
only by contacting the nominee who holds your shares. You may not vote in person at the Annual
Meeting unless you obtain a legal proxy or power of attorney from the bank, broker
or other nominee. In such event, your attendance at the Annual Meeting will not, by itself,
revoke prior voting instructions. |
How
are matters presented at the Annual Meeting approved?
Proposal
1. Election of Directors. The affirmative vote
of a majority of the voting power of the shares present in person or represented at the Annual Meeting and entitled
to vote thereon at the Annual Meeting is needed to elect each person
nominated as a director to the Board of Directors.
Proposal
2. Approval of Compensation Paid to Named Executive Officers. The
affirmative vote of a majority of the voting power of shares present in person or represented and
entitled to vote thereon is needed to approve, on a non-binding advisory vote basis, the compensation paid to our named executive officers.
Proposal
3. Approval of Frequency of Vote on Compensation Paid to Named Executive Officers. The affirmative vote of a majority of the voting power of shares present in person or represented at the Annual Meeting and entitled to vote thereon is needed to approve, on a non-binding advisory vote basis, the frequency of the stockholder advisory vote on the approval of the compensation
paid to our named executive officers.
With
respect to all the above proposals, abstentions and broker non-votes will be counted as present for purposes of establishing a
quorum.
Abstentions
and broker non-votes will have no effect on the election of directors (Proposal 1). However, abstentions will have the effect of votes
“Against” the proposal to approve, on a non-binding advisory vote basis, the compensation of the
Company’s named executive officers (Proposal 2) and to approve, on a non-binding advisory vote basis, the frequency of the stockholder
advisory vote on the approval of the compensation paid to named executive officers (Proposal 3).
Brokers
do not have the discretion to vote any uninstructed shares on the election of directors (Proposal 1). However, brokers have discretion
to vote any uninstructed shares with respect to the proposal to approve, the proposal, on an advisory basis, of the compensation
of our named executive officers (Proposal 2), and to approve, on a non-binding advisory vote basis, the frequency of the stockholder
advisory vote on the approval of the compensation paid to named executive officers (Proposal 3).
May
I vote confidentially?
Yes.
Our policy is to keep your vote confidential, except as otherwise legally required, to allow for the tabulation and certification of
votes and to facilitate proxy solicitation.
Who
will count the votes?
Carolyn
M. Yu and David W. Neibert will count the votes
and act as the inspectors of election for the Annual Meeting.
What
if additional matters are presented at the Annual Meeting?
We
do not know of any business to be considered at the Annual Meeting other than the proposals described in this Proxy Statement. If any
other business is presented at the Annual Meeting, your properly executed proxy gives authority to Nicholas D. Gerber, our Chief
Executive Officer, and/or Scott Schoenberger, our director, to vote on such matters at their discretion.
Where
can I find the voting results from the Annual Meeting?
We
will announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K that we
will file with the SEC within four business days after the date of the Annual Meeting.
How
does the Board of Directors recommend that I vote?
The
Board of Directors recommends that you vote as follows:
| · | “FOR”
each of the director nominees in Proposal 1; |
| · | “FOR”
the approval of the compensation paid to our named executive officers in Proposal 2; and |
| · | “FOR”
the approval of a non-binding advisory vote on the compensation paid to our executive
officers once every “THREE YEARS” in Proposal 3. |
When
are shareholder proposals due for the 2025 annual meeting?
Under
SEC rules, stockholder proposals to be presented at the 2025 annual meeting of stockholders must be delivered to, or mailed and received
at, the principal executive offices of the Company not less than one-hundred and twenty (120) days before the one-year anniversary of
the date on which the annual meeting of stockholders is first publicly announced or disclosed. For the Company’s 2025 annual
meeting of stockholders, the Company must receive such proposals and nominations on or before May 28, 2025. If the date of the
annual meeting is changed by more than thirty (30) calendar days from the date contemplated at the time of the previous year’s
proxy statement, stockholder proposals or director nominations must be so received not later than the tenth day following the day on
which the date of the 2025 annual meeting of stockholders is first publicly announced or disclosed. Proposals must also comply with the
other requirements contained in the Company’s Bylaws, including supporting documentation and other information. Proxies
solicited by the Company will confer discretionary voting authority with respect to these proposals, subject to SEC rules governing the
exercise of this authority.
Pursuant
to the Company’s bylaws, for a director nomination to be considered for the next annual meeting of stockholders, notice must be
received in writing and delivered to the Corporate Secretary of the Company at the Company’s principal executive office, not less
than 45 days nor more than 75 days prior to the date on which the Company first released its proxy materials for the prior year’s
annual meeting of stockholders or by August 12, 2025, but not before July 12, 2025 in connection with our 2025 annual
meeting. For other business to be considered for the next annual meeting of stockholders, notice must be received not less than
120 days before the date our proxy statement was released to stockholders in connection with the prior year’s annual meeting, or
May 28, 2025, in connection with our 2025 annual meeting. Notices of intention to present proposals at the annual meeting of stockholders
should be addressed to David Neibert, The Marygold Companies, Inc., 120 Calle Iglesia, Unit B, San Clemente, CA 92672 or by sending an
email to: info@themarygoldcompanies.com. We reserve the right to reject, rule out of order, or take other appropriate action with respect
to any proposal that does not comply with these and other applicable requirements.
Are there any dissenters’ rights of appraisal?
Our Board of Directors is not proposing any action
for which the laws of the State of Nevada, our articles of incorporation, or our Bylaws provide a right of a stockholder to dissent and
obtain appraisal of or payment for such stockholder’s shares.
Who bears the cost of soliciting proxies?
We will pay the expenses
of soliciting proxies, including preparation, assembly, printing and release or mailing of this Proxy Statement, the proxy card or
instructions, our Annual Report on Form 10-K for 2024, and any other information furnished to our stockholders. Following the original mailing or release of the soliciting
materials, we and our agents, including directors, officers and employees, without additional compensation, may solicit proxies by
mail, email, telephone, facsimile, by other similar means or in person. Following the original release or mailing of the soliciting
materials, we will request brokers, custodians, nominees and other record holders to forward copies of the soliciting materials to
persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the
record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials or to vote
through the Internet, you are responsible for any Internet access charges you incur.
How
can I obtain information or ask questions about Marygold?
We
are subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (“Securities Exchange
Act”), and as such are required to file periodic reports, proxy material, information statements and other information
with the SEC regarding our business, financial condition, and other matters pursuant to and in accordance with the Securities
Exchange Act. You may read and copy the periodic reports, proxy material, information statements and other information filed by
us over the internet at http://www.sec.gov, the internet website of the SEC. All inquiries regarding us should be addressed to
The Marygold Companies, Inc., Attn: David Neibert, Secretary, 120 Calle Iglesia, Unit B, San Clemente, CA 92672 or by sending an email
enquiries to: info@themarygoldcompanies.com. Copies of our public filings with the SEC are also available on our website at https://themarygoldcompanies.com.
Stockholders may also obtain copies free of charge of the public filings made by us with the SEC, including our
financial statements, by visiting our website. Information contained on our website is not incorporated by reference into this Proxy
Statement.
PROPOSALS RECOMMENDED
FOR CONSIDERATION BY STOCKHOLDERS
PROPOSAL
1
ELECTION
OF DIRECTORS
We
have eight (8) directors who are nominated
for election at the Annual Meeting, all of whom currently serve as directors. Pursuant to our Bylaws, each member of our Board
of Directors serves for a term of one year or until his or her successor is duly elected and qualified, or until his
or her prior death, resignation or removal. Currently, our Board has eight members, five of whom we have determined
are “independent directors” as such term is defined in Section 803 of the NYSE American Company Guide. The NYSE American
definition of “Independent Director” means a person other than an executive officer or employee of the Company or
any other individual having a relationship which, in the opinion of our Board of Directors, would interfere with the exercise
of independent judgment in carrying out the responsibilities of a director.
The
term of office of all directors will expire at this year’s Annual Meeting. On the nomination and recommendation of our Nominating
and Corporate Governance Committee to our Board, Nicholas D. Gerber, David W. Neibert, Scott Schoenberger, James Alexander,
Matt Gonzalez, Erin Grogan, Joya Delgado Harris, and Derek Mullins will stand for reelection as directors at the Annual Meeting.
Each of the individual directors has consented to serve as a director upon his or her election and re-election.
Nicholas
D. Gerber, Chief Executive Officer, director and Chairman
of the Board of Directors, and Scott Schoenberger, a director, beneficially own shares of our common stock and Series B Preferred
Stock that entitle them to cast an aggregate of 23,116,759 votes
on matters submitted to our stockholders for a vote, or approximately 56.0% of the total number of votes entitled to be cast at a meeting
of our stockholders. Pursuant to a voting agreement described below, Mr. Gerber and Mr. Schoenberger have agreed to vote the foregoing
shares and any subsequently acquired shares of our stock to elect Messrs. Gerber and Mr. Schoenberger or their respective designees to
the Board, five directors who they mutually agree to designate, and any additional directors as may be nominated pursuant to our Bylaws
and articles of incorporation. Messrs. Gerber and Schoenberger have advised us that they intend to vote “For” the election
of each director nominee listed below. As a result, each of the directors that is nominated for election at the
Annual Meeting is expected to be elected to serve a one-year term. If any nominee becomes unable to serve or, for good cause, will not
serve as a director, a substitute nominee as may be proposed by our Board. However, we are not aware of any circumstances that would
prevent any of the nominees from serving.
The
following table lists information regarding our current directors, each of whom is nominated for election at the Annual Meeting. The
address for each director is c/o The Marygold Companies, Inc., 120 Calle Iglesia, Unit B, San Clemente, California 92672.
| Names |
|
Age |
|
Offices |
|
Office
Held
Since |
|
Expiration
of Current
Term
of
Office |
| Nicholas
D. Gerber |
|
61 |
|
Chief
Executive Officer / Chairman and Director |
|
2015 |
|
2024 |
| David
W. Neibert |
|
69 |
|
Chief
Operations Officer / Secretary and Director |
|
2002 |
|
2024 |
| Scott
Schoenberger |
|
57 |
|
Director |
|
2015 |
|
2024 |
| James
Alexander* |
|
62 |
|
Director |
|
2023 |
|
2024 |
| Matt
Gonzalez |
|
59 |
|
Director |
|
2013 |
|
2024 |
| Erin
Grogan |
|
49 |
|
Director |
|
2017 |
|
2024 |
| Joya
Delgado Harris |
|
50 |
|
Director |
|
2017 |
|
2024 |
| Derek
Mullins |
|
50 |
|
Director |
|
2017 |
|
2024 |
Biographical
Information for Our Directors
Nicholas
D. Gerber: Mr. Gerber is our controlling shareholder and has served as chief executive officer, president, a director,
and chairman of the Board of Directors since January 2015. Since March 2004, Mr. Gerber has served as the president and chair of
the board of directors of USCF Investments. USCF Investments became a subsidiary of the Company in January 2015. USCF Investments
is the parent and sole member of United States Commodity Funds, LLC (“USCF”), an indirect subsidiary of the Company, and
USCF Advisers, LLC, (“USCF Advisers”) an affiliate of USCF. Mr. Gerber co-founded USCF in 2005. Mr. Gerber also founded USCF
Advisers, an investment adviser registered under the Investment Advisers Act of 1940, as amended, and, as of February 2017, is
registered as a commodity pool operator, NFA member and swap firm. From May 2015 to April 2023, Mr. Gerber served as vice president of
USCF and as its president and chief executive officer from June 2005 through May 15, 2015. Mr. Gerber served as a USCF management director
from June 2005 to April 2023, and chairman of the board of directors from June 2005 through October 2019. Mr. Gerber has
served USCF Advisers as chair on the board of managers since June 2013 to present, as president from June 2013 through
June 18, 2015, and vice president from June 18, 2015 to present. Mr. Gerber has also served as chair of the Board of Trustees of USCF
ETF Trust. In addition, Mr. Gerber served as the president and chief executive officer of USCF ETF Trust from June 2014 until December
2015. Since December 2005, Mr. Gerber has been registered as a principal of USCF with the CFTC and NFA since November 2005 and in 2017,
he was registered as a principal, associated person, and swap associated person of USCF Advisers. More recently, Mr. Gerber founded Marygold
& Co. in November 2019 and Marygold & Co. (UK), Limited (“Marygold & Co. (UK)”) in London, England in August
2021, both subsidiaries of the Company. He has served as chief executive officer and chief compliance officer of Marygold & Co. since
November 2019 and February 2023, respectively, and chairman of its board of directors since its inception. Mr.
Gerber has served as chairman of the board of Marygold & Co. (UK) since its formation. Mr. Gerber earned a Master of Business
Administration degree in finance from the University of San Francisco, a Bachelor of Arts degree from Skidmore College and holds an NFA
Series 3 registration.
The
Board believes Mr. Gerber is qualified to serve on the Board and as Chairman because of his experience as President and Chief Executive
Officer and Chairman of the Company, his past experience at various firms in the financial services industry as well as his serving on
the boards of directors of numerous private and public companies and as Chief Executive Officer of USCF ETF Trust and its complex of
funds.
David
W. Neibert: Mr. Neibert has served as secretary and our director since June 2002. Mr. Neibert previously served as our chief
executive officer from April 2007 through January 2015, then chief financial officer from February 2015 through October 2017, and
from November 2017 to present, Mr. Neibert has served as the chief operations officer. Concurrently with his service and tenure at
the Company, Mr. Neibert has continuously served as president of Original Sprout since May 2015; director and chief financial
officer of Gourmet Foods Ltd. since August 2015 and its subsidiary, Printstock Products Ltd., since June 2020; director of
Brigadier Security Systems since June 2016, and Director of Marygold & Co., a subsidiary of The Marygold Companies since
November 2019. Since August 2021, Mr. Neibert has served as secretary of Marygold & Co. (UK) Limited in London, England, a
subsidiary of the Company. Gourmet Foods Ltd., Printstock Products Ltd., Brigadier Security Systems, Marygold & Co. and Marygold
& Co. (UK) Limited and their respective wholly owned subsidiaries each are wholly owned subsidiaries of the Company. As our
chief operations officer, Mr. Neibert is responsible for long range planning, growth and ensuring profitable operations of our
subsidiaries including, but not limited to, the selection and retention of their respective management teams, accounting practices
and processes in accordance with U.S. GAAP. Mr. Neibert is also responsible for the primary due diligence efforts, contract
negotiations, and on-boarding of our new subsidiary acquisitions. Mr. Neibert attended the University of California Los
Angeles from 1973-1978 with a focus on business management and developmental psychology.
The
Board believes Mr. Neibert is qualified to serve on the Board because of his familiarity with the Company and its subsidiaries and his
years of experience in management consulting, operations management, mergers and acquisitions, financial accounting and reporting for
public and private companies.
Scott
Schoenberger: Mr. Schoenberger is a controlling shareholder and has served on the Board of Directors since January 2015. Mr.
Schoenberger is the owner and Chief Executive Officer of KAS Engineering, a second-generation plastic injection molding firm based in
multiple southern California locations. He also is the owner and Chief Executive Officer of Nica Products, another manufacturing company
based in Orange County, CA. Mr. Schoenberger has over 40 years of business experience in manufacturing and technology. He has been involved
with several startups as a consultant and/or angel level investor in such industries as medical, technology, consumer products, electronics,
automotive, and securities industries. A California native, he has a Bachelor of Science degree in Environmental Studies from the University
of California, Santa Barbara.
The
Board believes Mr. Schoenberger is qualified to serve on the Board because his 40 years of business manufacturing experience as an executive
of this own companies which allows him to provide the Board with key insights into our Company’s operations, management, compensation
of management and employees and new acquisitions.
James
Alexander: James Alexander was appointed as a director in 2023. Mr. Alexander has held executive and senior sales roles
within the capital markets division of money center and regional banks for the last 30 years. He served as Senior Director at Key Banc
Capital Markets from 2015-2023 and was responsible for growing the firm’s corporate bond credit business as well as expanding its
entry into the structured product trading sector with new tier one client relationships. Prior to joining Key Banc, James was a director
in the Capital Markets Division at Wells Fargo Securities and a Principal in the Capital Markets Division at Bank of America Securities.
James is a respected leader with deep industry knowledge that has enabled him to evaluate and act upon market opportunities and navigate
changing economic cycles. James is also a cultural innovator and community leader as he was a co-founder of All Jokes Aside Comedy Club
in Chicago which became one of the most influential entertainment destinations in the country devoted to comedians of color. He also
dedicates his time to improving the lives of young people through education by serving on the board of directors of The
Edward G. Irvin Foundation, where he has served as Chairman of the Scholarship Committee for the last thirteen years. James graduated
with a Bachelor of Arts degree in Marketing from Morehouse College and earned a Master of Business Administration degree in Finance from
Northwestern University, Kellogg School of Management.
The
Board believes that Mr. Alexander is qualified to serve on the Board because of his Master of Business Administration education degree,
training and extensive experience in capital markets, securities trading and finance and his experience as a principal and/or executive
officer in the investment banking industry.
Matt
Gonzalez: Mr. Gonzalez has served as a director since 2013. He is an accomplished trial attorney with experience handling
both civil and criminal matters in both state and federal courts. Since early 2011 he has served as the Chief Attorney of the San Francisco
Public Defender’s Office where he oversees an office of over 100 trial lawyers. He previously served as an elected member of the
San Francisco Board of Supervisors from 2001-2005 and served as the president of the body from 2003-2005. Mr. Gonzalez is a partner at
Gonzalez & Kim, a California partnership with multiple business holdings in the transportation sector. He is a co-owner of Flywheel
Taxi (formerly DeSoto Taxi) in San Francisco. He joined The Marygold Companies as an investor in 2010 before becoming a member of its
Board of Directors in 2013. Mr. Gonzalez earned his Bachelor of Arts degree from Columbia University and his Juris Doctor degree from
Stanford Law School.
The
Board believes Mr. Gonzalez is qualified to serve on the Board because of his familiarity with the Company, his experience as a business
owner/operator, as well as his legal expertise and experience in private practice and governmental affairs.
Erin
Grogan: Ms. Grogan has served as a director since 2017. Ms. Grogan serves as the Chief Financial Officer for Webinar.net.
Previously, Ms. Grogan served as the Chief Financial Officer for IFTTT Inc, an integration software company focused on iOT and app connectivity.
She has led finance for the Association for California School Administrators as well as YouCaring, a fundraising platform for personal
and charitable causes, sold to GoFundMe. Prior to joining YouCaring, Ms. Grogan led finance and operations at the University of San Francisco,
School of Management, from 2012 until 2016. Ms. Grogan has over 20 years of experience in management and finance, including positions
at ON24, Inc., Mooreland Partners, Cadbury Schweppes, Asbury Automotive Group, Banc of America Securities, PricewaterhouseCoopers, and
American International Group. Ms. Grogan earned her Bachelor of Arts from Columbia University and a Master of Business Administration
in finance from the New York University Leonard N. Stern School of Business.
The
Board believes that Ms. Grogan is qualified to serve on the Board because of her advanced degree in finance, and her training and extensive
experience as an executive in finance administration and management.
Joya
Delgado Harris: Ms. Harris has served as director since 2017. She currently serves as the Executive Director, Gold Standard
with the CEO Roundtable on Cancer, driving the mission of their Gold Standard program, inclusive of the Health Equity and Going4Gold
initiative. Ms. Harris was previously the Director of Research Integration for the American Cancer Society. In that role she provided
oversight and management of the integration of products and outcomes stemming from the Office of Cancer Research and Implementation into
enterprise-wide mission objectives. Before joining the American Cancer Society, Ms. Harris worked for Y-Me National Breast Cancer Organization
from 2008-2011. She has extensive experience in nonprofit management, previously serving as the Executive Director for the Association
of Village PRIDE and as the Director of Product Development for the Metropolitan Atlanta Chapter of the American Red Cross. Her background
and demonstrated accomplishments in key leadership functions include program development, implementation, and evaluation; curriculum
design, grant writing, resource development, community outreach, and developing business partnerships. Ms. Harris also serves as a Consumer
Peer Reviewer for the Congressionally Directed Medical Research Programs (CDMRP), administered by the Department of Defense, sitting
alongside scientists to review and evaluate innovative breast cancer research grant proposals. Additionally, she is an advocate reviewer
for the Cancer Prevention and Research Institute of Texas (CPRIT). Ms. Harris earned a Bachelor of Arts degree from Wellesley College
and received a Master of Public Health degree with a concentration in public health policy and management from the Rollins School of
Public Health of Emory University.
The
Board believes that Ms. Harris is qualified to serve on the Board because of her advanced degree in Public Health policy and management
as well as her diverse experience beyond business management resulting from her executive leadership positions and experience in the
public health industry. Ms. Harris brings to the Board diverse professional experience.
Derek
Mullins: Mr. Mullins has served as a director since 2017. Currently, he serves as Co-Founder and Managing Partner
of PINE Advisor Solutions. Previously he was the Director of Operations at ArrowMark Colorado Holdings LLC. Mr. Mullins also served as
Director of Operations at Black Creek Capital and Dividend Capital from 2004 to 2009 and as Manager of Fund Administration at ALPS Fund
Services from 1996 to 2004. Mr. Mullins brings over 25 years of operations, accounting, finance and compliance experience to the Board.
Mr. Mullins earned a Bachelor of Science degree in finance from the University of Colorado, Boulder and a Master of Science degree in
finance from the University of Colorado, Denver.
The
Board believes that Mr. Mullins is qualified to serve on the Board because of his Master of Science degree in finance and his extensive
background in finance administration and management as well as his experience as an executive officer of public companies and owner of
his own business.
The
board maintains an Audit Committee, Compensation Committee, and nominating and corporate governance committee. We may also establish
special or other committees from time to time to consider matters at the request of the Board.
Certain Litigation
Please refer to “Note 14. Commitments
and Contingences – Litigation” to our consolidated financial statements for the year ended June 30, 2024, included in
our Annual Report on Form 10-K for 2024 for information regarding certain litigation to which Mr. Gerber is a party.
Controlled
Company Status
Nicholas Gerber and Scott Schoenberger, through their respective trusts,
currently represent approximately 56.0% of the voting power of our shares with respect to matters that may have a material impact on our strategy
and shareholder rights. Because more than 50% of the combined voting power of all of our outstanding common stock is beneficially
owned by Messrs. Gerber and Schoenberger, we are a “controlled company” as defined in section 801(a) of the NYSE
American Company Guide. As such, we are exempt from certain NYSE American rules requiring our Board of Directors to have a majority
of independent members, a compensation committee composed entirely of independent directors and a nominating committee composed entirely of independent directors.
None
of the directors holds any directorships in any company with a class of securities registered under the Securities Exchange Act
or subject to the reporting requirements of section 13(a) or 15(d) of the Securities Exchange Act or any company registered
as an investment company under the Investment Company Act of 1940 other than the following: Nicholas Gerber, our CEO and Chairman of
our Board of Directors, was a director of USCF until April 2023. USCF is a commodity pool operator and general partner
or sponsor of 8 commodity based exchange traded funds that are registered under Section 12 of the Securities Exchange
Act, and Mr. Gerber also a director of USCF ETF Trust, a registered investment company under the Investment Company Act of 1940,
which currently has eight (8) exchange traded funds and are advised by USCF Advisers LLC, a registered investment
adviser.
Code
of Ethics
We
have adopted a code of business conduct and ethics that applies to our directors, officers and employees. Our code of business conduct
and ethics is intended to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in reports and documents
that we file with, or submit to, the SEC and in other public communications made by us; compliance with applicable governmental laws,
rules and regulations; prompt internal reporting of violations of the code of business conduct and ethics to an appropriate person or
persons identified in the code of business conduct and ethics; and accountability for adherence to the code of business conduct and ethics.
The Company’s code of business conduct and ethics is available on our website at https://the marygoldcompanies.com/pdf/Code-of-ethics.pdf.
A printed copy of our code of business conduct and ethics is also available free of charge to any person who requests a copy by writing
to our Secretary, The Marygold Companies, Inc., 120 Calle Iglesias, Unit B, San Clemente, California 96762.
Family
Relationships
There
are no family relationships among any of our directors and/or executive officers.
CORPORATE
GOVERNANCE
The
Board of Directors
The
number of our directors is established by our Board of Directors in accordance with our Bylaws. The directors are elected to serve for
a term of one year or until the election and qualification of a successor or such director’s earlier death, resignation or removal.
Our
Bylaws provide that any director may be removed from office for any reason by a vote of not less than two thirds (2/3) of the voting
power of the issued and outstanding stock entitled to vote, or not less than two thirds (2/3) of the class or series of stock, as the
case, may be, that elected the director or directors to be removed.
Any
vacancies on the Board of Directors resulting from death, resignation, disqualification, removal from office or other cause may be filled
by a majority vote of the remaining directors then in office, although less than a quorum, or if only one director remains, by the sole
remaining director, and such a director shall hold office until the expiration of the term of office of the director whom he or she has
replaced or until his or her successor is duly elected and qualified. However, the Board of Directors may only fill a vacancy on the
Board of Directors resulting from removal by the stockholders of a director if the stockholders fail to fill such vacancy at the meeting
of the stockholders at which (or by the same written consent of the stockholders by which), stockholders voted to remove the director,
such vacancy to be filled by the same vote of the stockholders as required to elect a director at an annual meeting of the stockholders.
Members
of the Board discussed various business matters informally on numerous occasions throughout the year.
There
were four (4) formal Board meetings during 2024 and the Board handled certain matters by written consent on seven (7) occasions. All current directors attended all Board meetings. Independent directors endeavor to meet on a regular basis as often as necessary
to fulfill their responsibilities, including at least annually in executive sessions without the presence of non-independent
directors and management.
Board
Committees
Our
Board directs the management of our business and affairs and conducts its business through meetings of the Board and the following standing
committees: Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.
Audit
Committee. The Audit Committee is presently composed of three members of the Board: Derek Mullins, Chair,
James Alexander, and Erin Grogan. The Audit Committee assists the Board in the oversight of the audit of our financial statements
and the quality and integrity of its accounting, auditing and financial reporting processes. The Audit Committee also has the responsibility
of reviewing the qualifications, independence and performance of our independent registered public accounting firm and is responsible
for the appointment, retention, oversight and, where appropriate, termination of the independent registered public accounting firm, compliance
with legal and regulatory requirements, and the performance of our internal audit function. During fiscal year 2024, the Audit Committee
held four (4) meetings. The Board has determined that each of the members of the Audit Committee meets the criteria for independence
under the applicable listing standards of the NYSE American Company Guide, and that Derek Mullins also qualifies as an “audit committee
financial expert,” as defined by the rules adopted by the SEC. The Board has adopted a written charter for the Audit Committee,
which is reviewed annually by the Audit Committee. The current Audit Committee Charter is available on the Company’s web site,
https://themarygoldcompanies.com/pdf/Audit-Committee-Charter.pdf.
Compensation
Committee. The Compensation Committee is presently composed of three members of the Board: Matt Gonzalez, Chair, Joya Harris and
Scott Schoenberger. The principal functions of the Compensation Committee are to assist the Board in ensuring that a proper system of
long-term and short-term compensation is in place to provide performance-oriented incentives to management, and that compensation plans
are appropriate and competitive and properly reflect the objectives and performance of management and the Company, review and approve
corporate goals and objectives relevant to the compensation of our executive officers, evaluate the performance of our executive officers,
determine and approve the compensation levels of our executive officers based on this evaluation, make recommendations to the Board with
respect to incentive compensation plans and equity-based plans, recommend to the Board the appropriate compensation for non-employee
members of the Board, and perform certain other functions. During fiscal year 2024, the Compensation Committee held four (4) meetings. The
Board has determined that each member of the Compensation Committee meets the criteria for independence under the applicable listing
standards of the NYSE American Company Guide. The current Compensation Committee Charter is available on the Company’s web site
at https://themarygoldcompanies.com/wp-content/uploads/2024/01/Compensation-Committee-Charter-TMC-21Sep2023-Final.pdf.
Nominating
and Corporate Governance Committee. The nominating and corporate governance committee is presently composed of two members of the
Board: Joya Harris, Chair, and Erin Grogan. The principal functions of the nominating and corporate governance committee is to identify
qualified individuals to become Board members, consistent with criteria approved by the Board and recommending the selection of director
nominees. The nominating committee is also involved with developing and recommending to the Board a set of corporate governance guidelines
applicable to us and overseeing the evaluation of the Board and management’s effectiveness while ensuring the independence of its
non-management members. The current Nominating and Corporate Governance Committee Charter is available on the Company’s web site
at https://themarygoldcompanies.com/wp-content/uploads/2024/01/Compensation-Committee-Charter-TMC-21Sep2023-Final.pdf
DIRECTOR COMPENSATION
| Name | |
Fees Earned or Paid in Cash ($) | | |
Stock Awards (1) ($) | | |
Option Awards ($) | | |
Non-Equity Incentive Plan Compensation ($) | | |
Nonqualified Deferred Compensation Earnings ($) | | |
All Other Compensation ($) | | |
Total ($) | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| David W. Neibert | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Nicholas D. Gerber | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Scott Schoenberger | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Matt Gonzalez | |
| 24,000 | | |
| 5,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 29,000 | |
| Erin Grogan | |
| 24,000 | | |
| 5,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 29,000 | |
| Derek Mullins | |
| 24,000 | | |
| 5,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 29,000 | |
| James Alexander | |
| 24,000 | | |
| 5,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 29,000 | |
| Joya Delgado Harris | |
| 24,000 | | |
| 5,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 29,000 | |
(1)
Stock awards consist of Restricted Stock Awards (“RSA”) granted under our 2021 Omnibus Equity Incentive Plan.
Each independent director is entitled to $5,000 in shares of our common stock per annum. For fiscal year 2024, the $5,000 in
shares have not yet been granted as of the date of this Proxy Statement but are expected to be granted for fiscal year 2024 during fiscal
2025.
Stock
Options
During
the last two fiscal years, no officer or director was granted any stock options, and as of June 30, 2024, our officers and directors
do not own any stock options.
Equity
Compensation Plans
We
have not adopted a formal policy regarding the compensation of our independent non-employee directors. However, during fiscal 2023, our
Board of Directors approved the following compensation for each of our independent directors: cash compensation in the amount of $24,000
and the issuance of $5,000 in our shares.
Clawback
Policy
In
accordance with the NYSE listing standards amendment, the Company has adopted a compensation recoupment policy that provides the Board
discretion to recover incentive compensation paid to current and former executives in the event of an accounting restatement triggered
by material noncompliance with financial reporting requirements under the securities laws.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table sets forth, as of September 9, 2024, certain information with respect to the beneficial ownership of our outstanding
shares of common stock by (1) each person (including any “group” as set forth in Section 13(d)(3) of the Securities
Exchange Act) of persons known by us to be the beneficial owner of more than five percent (5%) of any class of voting
stock, (2) each director and director nominee, (3) each named executive officer, and (4) all of our current directors and
named executive officers as a group. The percentages in the following table are based upon 41,313,235 shares
of common stock issued and outstanding or issuable upon conversion of outstanding shares of Series B Preferred Stock (including 40,326,035
shares of common stock and an aggregate of 987,200 shares of common stock underlying 49,360 shares of Series B Preferred Stock).
| Name and Address of Beneficial Owner ** | |
Amount Owned (4) | | |
Percent of Class | |
| Directors | |
| | |
| |
| Matt Gonzalez*** | |
| 236,324 | (1) | |
| * | |
| Nicholas D. Gerber | |
| 18,418,766 | | |
| 44.6 | % |
| David W. Neibert | |
| 44,448 | | |
| * | |
| Scott Schoenberger | |
| 4,697,993 | (2) | |
| 11.4 | % |
| Derek Mullins *** | |
| 2,924 | | |
| * | |
| Erin Grogan *** | |
| 2,924 | | |
| * | |
| Joya Harris *** | |
| 2,924 | | |
| * | |
| James Alexander *** | |
| 2,821 | | |
| * | |
| Named Executive Officers | |
| | | |
| | |
| Carolyn M. Yu | |
| 7,000 | (3) | |
| * | |
| All directors and named executive officers as a group (9 persons) | |
| 23,416,124 | | |
| 56.7 | % |
| 5% Holders | |
| | | |
| | |
| Sheila Gerber | |
| 3,183,929 | | |
| 7.7 | % |
| Gerber Family Trust | |
| 5,623,543 | | |
| 13.6 | % |
*
Less than 1%
** Except as set forth below, the address of the
individual or entity listed in the table above is as follows: c/o The Marygold Companies, Inc., 120 Calle Iglesias, Unit B, San Clemente,
California 92672.
*** Our independent directors, which include
Mr. Gonzalez, Mr. Mullins, Ms. Grogan, Ms. Harris and Mr. Alexander, are each entitled to $5,000 in shares of The Marygold
Companies, Inc. common stock per annum. For fiscal year 2024, the $5,000 in shares have not yet been granted as of the date of this
Proxy Statement, but are expected to be granted during fiscal 2025. As a result, such shares have not been included in the above
beneficial ownership table.
| (1) |
Includes
233,400 shares underlying 11,670 shares of Series B Preferred Stock owned by a general partnership of which Mr. Gonzalez is a 50%
general partner. |
| |
|
| (2) |
Includes
(i) 3,976,833 shares of common stock and (ii) 721,160 shares of common stock underlying 36,058 shares of Series B Preferred Stock
held by the Schoenberger Family Trust (“Schoenberger Trust”) of which Mr. Schoenberger is the sole trustee. |
| |
|
| (3) |
Represents
7,000 shares of common stock owned beneficially and of record by Ms. Yu’s spouse. |
| |
|
| (4) |
Unless
otherwise noted in the above footnotes, beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange
Act and is generally based on voting power and/or investment power with respect to securities. Unless otherwise noted, all shares
of common stock listed above are owned of record by each individual or entity named as beneficial owner and such individual or entity
has sole voting and dispositive power with respect to the shares of common stock owned by each of them. Such person or entity’s percentage
ownership is determined by assuming that any options, restricted stock awards, or convertible securities held by such person or entity
which are exercisable, vested or convertible within 60 days from the date hereof have been exercised or converted. Such shares, however,
are not deemed outstanding for the purposes of computing the percentage ownership of any other person. |
Pursuant
to a voting agreement, dated January 27, 2015 (“Voting Agreement”), the Gerber Trust and Schoenberger Trust have
agreed to vote all shares of voting securities owned by them or subsequently acquired to elect Mr. Gerber and Mr.
Schoenberger or their respective designees to the Board, to elect five other Board designees mutually agreed upon by them, and to elect
additional directors nominated pursuant to our Bylaws and articles of incorporation. Accordingly, Messrs. Gerber and Schoenberger may
cast an aggregate of 23,116,759 votes, or 56.0% of total number of votes that may be cast at such a meeting, in the election of our director
nominees.
Securities
Authorized for Issuance Under Equity Compensation Plans
The
following table provides information as of June 30, 2024, regarding shares that have been or may be issued under our 2021 Omnibus
Equity Incentive Plan, our equity compensation plan.
| | |
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 (excluding securities reflected in second column) | |
| Equity compensation plans approved by security holders – stock options | |
| 540,881 | | |
$ | 1.34 | | |
| 3,755,529 | |
| Equity compensation plans approved by security holders | |
| - | | |
| - | | |
| — | |
| Total | |
| 540,881 | | |
$ | 1.34 | | |
| 3,755,529 | |
Our
2021 Omnibus Equity Incentive Plan is intended to provide incentives to our officers, non-employee directors, employees, and consultants
by providing such individuals with opportunities to purchase or acquire our stock pursuant to options granted which qualify as Incentive
Stock Options under Section 422(b) of the Internal Revenue Code of 1986, as amended, non-qualified stock options, and restricted stock
and other awards or grants.
Delinquent
Section 16(a) Reports
Section
16(a) of the Securities Exchange Act and the rules thereunder require executive officers and directors, and persons who own more than
ten percent of our common stock (“10% holders”), to file with the SEC electronically initial reports of beneficial ownership
of our shares on a Form 3 and reports of subsequent changes in beneficial ownership of our shares on Form 4 or Form 5. Based solely on
our review of these forms (and amendments thereto) filed with the SEC and
certifications from our officers and directors,
we believe that all officers and directors and 10% holders complied with the filing requirements applicable to them for the year ended
June 30, 2024, in a timely manner.
Prohibition
of Pledging and Hedging
We
prohibit our directors and executive officers from entering into any derivative transaction in our shares (including short sales, forwards,
equity swaps, options or collars, or other instruments that are based on our stock price). In addition, directors and executive officers
are prohibited from pledging shares of our stock as collateral or security for indebtedness.
CERTAIN
RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Certain
Related Party Transactions
Except
as described below, since the beginning of the last completed fiscal year, we have not been a party to any transaction and there is no
currently proposed transaction in which we were a participant or is to be a participant and the amount involved exceeded or will exceed
the lesser of $120,000 or one percent of the average of our total assets as at the year-end for the last two completed fiscal years and
in which any of our directors or director nominees, executive officers or beneficial holders of more than 5% of our capital stock, or
any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect
material interest.
In
connection with a Securities Purchase Agreement entered into with
Nicholas Gerber and Scott Schoenberger, certain current executive officers and directors may have formed a “group” under
Section 13(d)(3) of the Securities Exchange Act which may result in related party transactions in the future. These affiliations
are disclosed herein.
In
2015, we entered into a securities purchase agreement (“Securities Purchase Agreement”) with two accredited
investors, Nicholas Gerber and Scott Schoenberger (“Purchasers”) pursuant to which we agreed to sell and the
Purchasers agreed to purchase 13,333,333 shares of common stock and 108,172 shares of Series B preferred stock of the Company in
exchange for $3.0 million. Pursuant to the terms of the Securities Purchase Agreement, Purchasers acquired a controlling interest in the Company pursuant to the
issuance of the above shares which constituted approximately 70.0% of the voting control of the Company. Following the closing, Mr. Gerber and Schoenberger became officers and directors of the Company. Mr. Gerber and Mr.
Schoenberger (and through the control of their respective trusts which hold stock in the Company) entered into a Voting Agreement
wherein they have agreed to vote in concert with regard to the election of nominees for election to the board of
directors. This Voting Agreement establishes them as a control group. Any future transactions by and among the parties
mentioned above may qualify as related party transactions and will be disclosed accordingly.
We
have adopted a policy that any transactions with directors, officers or entities of which they are also officers or directors or in which
they have a financial interest, will only be on terms consistent with industry standards and approved by a majority of the disinterested
directors of the Board of Directors and based upon a determination that these transactions are on terms no less favorable to us than
those which could be obtained by unaffiliated third parties. This policy could be terminated in the future. In addition, interested directors
may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which approves such
a transaction.
Director
Independence
For
purposes of determining director independence, we have applied the definitions set out in Section 803 of the NYSE American Company Guide.
The NYSE American Company Guide definition of “Independent Director” means a person other than an executive officer or employee
of the Company or any other individual having a relationship which, in the opinion of our Board of Directors, would interfere with the
exercise of independent judgment in carrying out the responsibilities of a director. Because the Company relies on the “controlled
company” exemption, the Company is not subject to certain NYSE American corporate governance requirements and provisions although
it has adopted this definition for purposes of determining whether a director is independent, as described above. Notwithstanding the
foregoing, the Board undertakes a review at least annually of director independence. During this review, the Board considers transactions
and relationships between each director or any member of his immediate family and the Company and its affiliates, if any. The purpose
of this review is to determine whether any such relationship or transactions exist that are inconsistent with a determination that the
director is independent.
THE
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH DIRECTOR NOMINEE NAMED ABOVE
PROPOSAL
2
NON-BINDING
ADVISORY VOTE ON COMPENSATION PAID
TO
OUR NAMED EXECUTIVE OFFICERS FOR 2024
We
are providing our stockholders with the opportunity to cast a non-binding advisory vote on the executive compensation
paid to our named executive officers as required by Rule 14a-21 under the Securities Exchange Act and the
Dodd-Frank Wall Street Reform and Consumer Protection Act. While the vote on this proposal is advisory and non-binding, the Compensation
Committee, which is responsible for designing and administering our executive compensation program, highly values the opinions of our
stockholders. We will consider the vote of our stockholders when making compensation decisions for our executive
officers in the future.
We
have described the compensation of our executive officers under the section “Compensation of Executive Officers” of
this Proxy Statement. We have a strong “pay for performance” philosophy for our executive compensation program, which
is designed to reward executive officers for maximizing our success, as determined by our performance relative to our financial and operational
goals. We seek to reward our executives for both near-term and sustained longer-term financial and operating performance as well as leadership
excellence. Compensation opportunities are intended to align the economic interests of executives with those of our stockholders
and encourage executives to remain with the Company for long and productive careers.
This
proposal 3 gives our
stockholders the opportunity to vote for, against, or abstain from the following resolution:
RESOLVED,
that the compensation paid to the Company’s
named executive officers, as disclosed under the section entitled “Compensation of Executive Officers,”
including the compensation tables and narrative discussion related thereto, is hereby approved.
Vote
required for Approval
To
be approved, the non-binding advisory vote on the compensation of our named executive officers requires the affirmative vote of a
majority of the voting power of shares of stock present in person or represented at the Annual Meeting and entitled to vote on the
matter.
THE
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE
OFFICERS FOR 2024
COMPENSATION
OF EXECUTIVE OFFICERS
Summary Compensation Table
The
following table sets forth the compensation paid to our named executive officers for the fiscal years ended June 30, 2024,
and 2023.
| Name and Principal Position | |
Year Ended June 30, | | |
Salary ($) | | |
Bonus($) | |
Stock Awards ($) | |
Option Awards ($) | |
Non-Equity Incentive Plan Compensation | |
Nonqualified Deferred Compensation Earnings | |
All Other Compensation ($) (1) | |
Total ($) | |
| Nicholas D. Gerber | |
| 2023 | | |
| 400,000 | | |
Nil | |
Nil | |
Nil | |
Nil | |
Nil | |
12,700 | |
| 412,700 | |
| Chief Executive Officer | |
| 2024 | | |
| 400,000 | | |
Nil | |
Nil | |
Nil | |
Nil | |
Nil | |
13,200 | |
| 413,200 | |
| David W. Neibert | |
| 2023 | | |
| 425,000 | | |
Nil | |
Nil | |
Nil | |
Nil | |
Nil | |
12,700 | |
| 437,700 | |
| Chief Operations Officer | |
| 2024 | | |
| 425,000 | | |
Nil | |
Nil | |
Nil | |
Nil | |
Nil | |
13,200 | |
| 438,200 | |
| Carolyn M. Yu | |
| 2023 | | |
| 425,000 | | |
Nil | |
Nil | |
Nil | |
Nil | |
Nil | |
12,700 | |
| 437,700 | |
| Chief Legal Officer | |
| 2024 | | |
| 425,000 | | |
Nil | |
Nil | |
Nil | |
Nil | |
Nil | |
13,200 | |
| 438,200 | |
| (1) |
Represents the amount
contributed by the Company to the executive’s 401(k) account, matching up to 4% of eligible compensation on a dollar-for-dollar
basis, subject to the IRS annual contribution limit. |
Pay Versus Performance
The Company is a smaller reporting company for
the fiscal year ended June 30, 2024. Pursuant to Item 402 of Regulation S-K, the following table and disclosure presents the most recent
three years of Pay versus Performance information.
| (a) | |
(b) | | |
(c) | | |
(d) | | |
(e) | | |
(f) | | |
(g) | |
| Fiscal Year | |
Summary Compensation Table Total
for PEO (1) ($) | | |
Compensation Actually Paid to PEO
($) | | |
Average Summary Compensation Table
Total for Non-PEO Named Executive Officers (2) ($) | | |
Average Compensation Actually Paid
to Non-PEO Named Executive Officers ($) | | |
Value of Initial Fixed $100 Investment
Based on Total Shareholder Return ($) | | |
Net
Income (Loss) ($) (in thousands) | |
| 2024 | |
| 413,200 | | |
| 413,200 | | |
| 438,200 | | |
| 438,200 | | |
| 75.00 | | |
| (4,069 | ) |
| 2023 | |
| 412,700 | | |
| 412,700 | | |
| 437,700 | | |
| 437,700 | | |
| 54.50 | | |
| 1,165 | |
| 2022 | |
| 411,900 | | |
| 411,900 | | |
| 383,998 | | |
| 383,998 | | |
| 70.00 | | |
| 1,146 | |
| (1) |
For fiscal years 2024, 2023 and 2022, this is the total compensation
as disclosed in the Summary Compensation Table above for our PEO, Mr. Nicholas Gerber. |
| (2) |
For fiscal years 2024, 2023 and 2022, this is the average total
compensation as disclosed in the Summary Compensation Table above for our non-PEO NEOs Mr. David Neibert and Ms. Carolyn Yu. |
Pay Versus Performance Relationship
The Board and its Compensation Committee apply
their experience and business judgment to align executive compensation with the Company’s strategic goals and investment thesis.
For the past two fiscal years, the compensation of our PEO and NEOs has remained static and reflects their salary along with no bonus
nor equity awards. The Company has been investing heavily in its Marygold Fintech app over the past several years which has caused the
Company to go from generating net income in fiscal years 2022 and 2023 to recognizing a significant net loss in fiscal year 2024. The
Company utilizes several performance measures to align executive compensation with the Company’s performance, but historically
has not used financial performance measures such as total shareholder return. The compensation our NEOs are eligible to receive are cash
bonuses that are discretionary and designed to provide an appropriate incentive to our executives to achieve corporate goals.
Outstanding
Equity Awards at Fiscal Year-End
There
were no unexercised stock options, stock that has not vested, or equity incentive plan awards for any named officer outstanding at the
end of the last completed fiscal year.
The biographies of Messrs. Gerber and Neibert
are set forth above and Ms. Yu’s is set forth below:
Carolyn M. Yu: Ms. Yu has served as the
chief legal officer and chief continuity officer of the Company since April 2022. The Company is parent to USCF Investments, Inc. (“USCF
Investments”). USCF Investments is the parent and sole member of United States Commodity Funds, LLC (“USCF”), an indirect
subsidiary of the Company, and USCF Advisers, LLC, (“USCF Advisers”) an affiliate of USCF. Ms. Yu previously served as chief
compliance officer of USCF from August 2011 through March 2022 and general counsel from May 2015 through April 2018. Concurrently with
her service to USCF, Ms. Yu served as chief compliance officer to USCF Advisers from May 2015 through March 2022 and as chief legal officer
from May 2015 through April 2018. USCF and USCF Advisers are commodity pool operators registered with the CFTC and NFA. Ms. Yu earned
a Bachelor of Science degree in Business Administration from San Francisco State University in 1986 and a Juris Doctor degree from Golden
Gate University School of Law in 1993.
Executive
Employment and Other Agreements
David
W. Neibert
In
2022, the Company and Mr. Neibert entered into an Employment Agreement providing for Mr. Neibert’s continued employment as the
Company’s Chief Operating Officer effective as of April 1, 2022. Pursuant to the Employment Agreement, Mr. Neibert shall receive
a base salary of $425,000 per annum and shall be entitled to receive bonuses, including awards and grants, pursuant to the Company’s
2021 Equity Incentive Plan which is administered by the Compensation Committee. Further, Mr. Neibert is entitled to other benefits as
more fully detailed in his Employment Agreement. In the event that Mr. Neibert’s employment with the Company is involuntarily terminated
for any reason other than gross misconduct, the Company will pay Mr. Neibert severance compensation equivalent to six months’ salary
payable over the course of the six months following the termination date. No severance compensation will be paid to Mr. Neibert if he
resigns or is involuntarily terminated for gross misconduct.
Carolyn
M. Yu
In
2022, the Company and Ms. Yu entered into an employment agreement providing for Ms. Yu’s employment as the Company’s Chief
Legal Officer and Chief Continuity Officer effective as of April 1, 2022. Ms. Yu has previously held the position of Chief Compliance
Officer for the Company’s wholly-owned subsidiary, Wainwright Holdings, Inc. and its wholly-owned subsidiary, United States Commodity
Funds LLC (“USCF”). Pursuant to the Employment Agreement, Ms. Yu shall receive a base salary of $425,000 per annum and shall
be entitled to receive bonuses, including awards and grants, pursuant to the Company’s 2021 Equity Incentive Plan which is administered
by the Compensation Committee. Further, Ms. Yu is entitled to other benefits as more fully detailed in her Employment Agreement. In the
event that Ms. Yu’s employment with the Company is involuntarily terminated for any reason other than gross misconduct, the Company
will pay Ms. Yu severance compensation equivalent to six months’ salary payable over the course of the six months following the
termination date. No severance compensation will be paid to Ms. Yu if she resigns or is involuntarily terminated for gross misconduct.
PROPOSAL
3
NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF A
NON-BINDING STOCKHOLDER ADVISORY VOTE ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS
In addition to the non-binding
advisory vote to approve our named executive officers’ compensation for 2024 described in Proposal 2 above, SEC rules require that
our stockholders have an opportunity to vote on the frequency of a nonbinding advisory stockholder vote on executive compensation (“frequency
of say-on-pay”). SEC rules require stockholders be given the opportunity to have an advisory vote regarding the “frequency
of say-on-pay” every six years.
Accordingly, our stockholders
are requested to indicate by their vote on this proposal whether the non-binding advisory stockholder vote on executive compensation
should occur every one (1) year, every two (2) years, or every three (3) years.
Our
Board of Directors believes that conducting a say-on-pay vote every three (3) years (as opposed to every year or
every two (2) years) is appropriate for, and in the best interests of, the Company and its stockholders, in order to provide stockholders
with the opportunity to give regular and direct feedback on our named executive officers’ compensation. The say-on-pay
frequency vote is advisory and, therefore, not binding on us, our Board of Directors or the Compensation Committee of our
Board of Directors, but the Board of Directors and Compensation Committee value the opinions of our stockholders and will take the results
of the vote into account in determining the frequency of future say-on-pay votes.
You
may cast your vote on your preferred voting frequency by choosing “For” either every 1 year, 2 years, or
3 years, or abstain from voting when you indicate your preference.
THE
BOARD OF DIRECTORS RECOMMENDS STOCKHOLDERS VOTE “FOR” EVERY “3 YEARS” FOR
THE FREQUENCY OF THE
NON-BINDING STOCKHOLDER ADVISORY VOTE ON THE
COMPENSATION
PAID TO OUR NAMED EXECUTIVE OFFICERS
AUDIT COMMITTEE REPORT
September
16, 2024
The
Audit Committee of the Board of Directors (the “Audit Committee”) has reviewed and discussed the consolidated financial statements
of the Company and its subsidiaries as set forth in Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024
with management of the Company and BPM LLP, independent public accountants for the Company.
We
reviewed and discussed the consolidated financial statements of the Company and its subsidiaries to be set forth in Item 8 of the Company’s
Annual Report on Form 10-K for the fiscal year ended June 30, 2024 with management of the Company and BPM LLP, independent public
accountants for the Company.
We
also discussed with BPM LLP the matters required by the Public Company Accounting Oversight Board (“PCAOB”) to be discussed,
as adopted in Auditing Standard No. 16 (Communications with Audit Committees). We have received the written disclosures and the letter
from BPM LLP required by the applicable PCAOB requirements for independent accountant communications with Audit Committees with
respect to auditor independence and have discussed with BPM LLP its independence from the Company.
It
is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete
and accurate and in accordance with generally accepted accounting principles; that is the responsibility of management and the Company’s
independent public accountants. In giving its recommendation to the Board of Directors, the Audit Committee has relied on (i) management’s
representation that such financial statements have been prepared with integrity and objectivity and in conformity with generally accepted
accounting principles and (ii) the reports of the Company’s independent public accountants with respect to such financial statements.
The
Audit Committee also met in executive session with BPM exclusive of management.
Based
on the review and discussions with management of the Company and BPM LLP referred to above, we recommend to the Board of Directors that
the Company publish the consolidated financial statements of the Company and subsidiaries for the year fiscal ended June 30, 2024
in the Company’s Annual Report on Form 10-K.
Submitted
by the members of the Audit Committee of the Board of Directors.
| |
Erin
Grogan |
| |
Derek
Mullins |
| |
James
Alexander |
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
Audit
Fees. Our principal independent registered public accountant billed us, for each of the last two fiscal years, the following
aggregate fees for its professional services rendered for the audit of our annual financial statements and review of financial statements
included in our Form 10-Q reports or other services normally provided in connection with statutory and regulatory filings or engagements
for those two fiscal years (in thousands):
| Fiscal Year ended June 30, 2024 | |
$ | 427 | |
| Fiscal Year ended June 30, 2023 | |
$ | 391 | |
Audit-Related
Fees. Our principal independent accountant, and those secondary accountants performing audit reviews of our subsidiaries on our behalf,
billed us, for each of the last two fiscal years, the following aggregate fees for assurance and related services reasonably related
to the performance of the audit or review of our financial statements and not reported above under “Audit Fees”:
| Fiscal
Year ended June 30, 2024 |
|
|
nil |
|
| Fiscal
Year ended June 30, 2023 |
|
|
nil |
|
Tax
Fees. Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for professional
services rendered for tax compliance, tax advice and tax planning (in thousands):
| Fiscal
Year ended June 30, 2024 |
|
$ |
111 |
|
| Fiscal
Year ended June 30, 2023 |
|
$ |
164 |
|
All
Other Fees. Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for
products and services provided by it, other than the services reported in the above three categories (in thousands):
| Fiscal
Year ended June 30, 2024 |
|
|
nil |
|
| Fiscal
Year ended June 30, 2023 |
|
$ |
32 |
|
Pre-Approval
of Audit and Non-Audit Services. The Audit Committee, and in our case the Board of Directors, require that it pre-approve
all audit, review and attest services and non-audit services before such services are engaged.
STOCKHOLDER
PROPOSALS
Our
Nominating and Corporate Governance Committee identifies new director candidates through recommendations from members of the committee,
other Board members and our executive officers and will consider candidates who are recommended by security holders, as described below.
Although the Board does not have a formal diversity policy, the committee and the Board will consider such factors as it deems appropriate
to assist in developing a Board and committees that are diverse in nature and comprised of experienced and seasoned advisors. These factors
focus on skills, expertise or background and may include decision-making ability, judgment, personal integrity and reputation, experience
with businesses and other organizations of comparable size, experience as an executive with a publicly traded company, and the extent
to which the candidate would be a desirable addition to the Board and any committees of the Board.
A stockholder
who, in accordance with Rule 14a-8 under the Securities Exchange Act, wants to present a proposal for inclusion in our Proxy Statement
and proxy card relating to the Annual Meeting must submit the proposal not less than 120 days before the date the company’s proxy statement
was released to stockholders in connection with the 2024 Annual Meeting, or by May 28, 2024. In order for the proposal to be included
in the Proxy Statement, the stockholder submitting the proposal must meet certain stock ownership and other eligibility standards and
comply with certain rules established by the SEC.
Stockholders
who wish to present a business proposal at our 2025 Annual Meeting are required to give timely notice thereof in writing to the
Secretary of the Company. Such notice must be received at our principal executive offices not less than 120 days before the date our
proxy statement is released to stockholders in connection with our 2024 Annual Meeting or as otherwise provided in our proxy
materials for the most recent meeting of stockholders. However, if we did not hold an annual meeting in the previous year, or if the
date of the current annual meeting has been changed by more than 30 days from the date of the previous year’s meeting, then
the deadline is a reasonable time before we begin to print and send our proxy materials. A stockholder’s notice shall set
forth as to each matter the stockholder proposes to bring before the meeting: a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business at the meeting, the name and address, as they appear
on our books, of the stockholder proposing such business, the class and number of our shares which are beneficially owned by the
stockholder, and any material interest of the stockholder in such business.
Stockholders
who wish to nominate a person for election as a director at our 2025 Annual Meeting are required to give timely
notice in writing to the Secretary of the Company. Such notice must be delivered to or mailed and received at the principal
executive offices of the Company not less than
45 days nor more than 75 days prior to the date on which the Company first mailed its proxy materials in connection with
our 2024 Annual Meeting (or the date on which the Company mails its proxy materials for the current year if during the prior year we
did not hold an annual meeting or if the date of the annual meeting was changed more than 30 days from the prior year) or as
otherwise provided in the proxy statement for the prior year’s meeting at which directors were elected. Such
stockholder’s notice shall set forth: as to each person whom the stockholder proposes to nominate for election or re-election
as a director, the name, age, business address and residence address of the person, the principal occupation or employment of the
person, the class and number of our shares which are beneficially owned by the person, the reasons why such person is qualified to
serve as a director, and any other information relating to the person that is required to be disclosed in solicitations for proxies
for election of directors pursuant to Regulation 14A under the Securities Exchange Act; and as to the stockholder giving the notice:
the name and record address of the stockholder, and the class and number of our shares beneficially owned by the stockholder. We may
require any proposed nominee to furnish such other information as may reasonably be required by us to determine the eligibility of
such proposed nominee to serve as a director
All
proposals must be mailed to the Company’s principal executive office, at the address stated herein, and should be directed to the attention
of David Neibert, Secretary, The Marygold Companies, Inc., 120 Calle Iglesia, Unit B, San Clemente, California 92672. We
reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with
these and other applicable requirements.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one set of proxy materials and other corporate mailings to stockholders
who share a single address unless we receive contrary instructions from any stockholder at that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate
copy of the proxy materials to a stockholder at a shared address to which a single copy of the Information Statement was delivered.
You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and
(iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at The Marygold
Companies, Inc., attn: Mr. David W. Neibert, 120 Calle Iglesia, Unit B, San Clemente, CA 92672 or email us at: info@themarygoldcompanies.com.
If
multiple stockholders sharing an address have received one copy of this Proxy Statement or any other corporate mailing and would
prefer the Company to mail each stockholder a separate copy of future mailings, you may send notification to or call the Company’s
principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Proxy
Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared
address, notification of such request may also be made by mail or telephone to the Company’s principal executive offices.
FORWARD-LOOKING
STATEMENTS
Certain
statements set forth in this proxy statement are forward-looking statements that are based on management’s beliefs and assumptions
and on information currently available to management. All statements other than statements of historical facts contained in this proxy
statement, including statements regarding our strategy, future financial condition, future operations, projected costs, prospects, plans,
objectives of management, outlook, expected product development, and expected market growth, are forward-looking statements. In some
cases, you can identify forward-looking statements by the following words: “may,” “might,” “will,”
“could,” “would,” “should,” “expect,” “intend,” “plan,” “aim,”
“objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,”
“potential,” “continue,” “ongoing,” “target,” “seek” or the negative of these
terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks,
uncertainties and other factors, many of which have outcomes that are difficult to predict and may be outside our control, that may cause
actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied
by these forward-looking statements. We cannot assure you that the forward-looking statements in this proxy statement will prove to be
accurate. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant
uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any
other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in
this proxy statement represent our views as of the date of this proxy statement. We anticipate that subsequent events and developments
will cause our views to change; however, we undertake no obligation to publicly update any forward-looking statements, whether as a result
of new information, future events or otherwise, except as required by U.S. federal securities laws. You should, therefore, not rely on
these forward-looking statements as representing our views as of any date subsequent to the date of this proxy statement. Our subsequent
SEC filings may contain updates to the forward-looking statements contained herein, including our projected product launch dates.
OUR
WEBSITE
Although
we include references to our website throughout this proxy statement, information contained on or accessible through our website is not
a part of, and is not incorporated by reference into, this Proxy Statement or any other report or document we file with the SEC.
Any reference to our website throughout this proxy statement is intended to be an inactive textual reference only.
OTHER
MATTERS
The
Board of Directors, at the time of the preparation of this Proxy Statement, knows of no business to come before the Annual Meeting other
than that referred to herein. If any other business should properly come before the Annual Meeting or any adjournment or postponement
thereof, the persons named in the enclosed proxy will have authority to vote, in their discretion, all shares represented by such proxies
that have been received and not theretofore properly revoked.
We
are subject to the Securities Exchange Act and are required to file reports, information statements and other information with
the SEC regarding our business, financial condition and other matters pursuant to and in accordance with the Exchange Act. You may read
and copy the reports, information statements and other information filed by us over the internet at http://www.sec.gov, the internet
website of the SEC. All inquiries regarding us should be addressed to The Marygold Companies, Inc., attn: David Neibert, Secretary,
120 Calle Iglesia, Unit B, San Clemente, CA 92672.
Upon
the written request of any record holder or beneficial owner of our common stock entitled to vote at the Annual Meeting, we will,
without charge, provide copies of our public filings with the SEC, including financial statements, for the fiscal year ended June 30,
2024. Requests should be directed to: David W. Neibert, Secretary, 120 Calle Iglesia, Unit B, San Clemente, CA 92672.
THE
MARYGOLD COMPANIES, INC.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
annual
meeting OF STOCKHOLDERS – November 8, 2024, at 12:00 PM pacific time
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| CONTROL ID: |
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| REQUEST ID: |
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| The
stockholder(s) hereby appoint(s) Nicholas D. Gerber and Scott Schoenberger, or either of them, as proxies, each with
the full power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse
side of this ballot, all of the shares of common stock of The Marygold Companies, Inc. that the stockholder(s) is/are entitled to
vote at the Annual Meeting of Stockholders to be held in person, at the San Francisco Airport Marriot Waterfront hotel, 1800 Old
Bayshore Highway, Burlingame, California 94010 and any adjournment or postponement thereof. In order to attend the meeting, you must
register at https://www.iproxydirect.com/MGLD by 11:59 p.m. Pacific Time on November 6, 2024. Further instructions on how
to attend and vote at the Annual Meeting of stockholders are contained in the Proxy Statement in the section titled “Questions
and Answers About this Proxy Statement - How can I attend the Annual Meeting and vote my shares at the Annual Meeting? -- How may
I vote my shares without attending the Annual Meeting?” |
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| (CONTINUED
AND TO BE SIGNED ON REVERSE SIDE.) |
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| VOTING
INSTRUCTIONS |
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| If
you vote by phone, fax or internet, please DO NOT mail your proxy card. |
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MAIL: |
Please
mark, sign, date, and return this Proxy Card promptly using the enclosed envelope.
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FAX: |
Complete
the reverse portion of this Proxy Card and Fax to 202-521-3464.
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INTERNET: |
https://www.iproxydirect.com/MGLD
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PHONE: |
1-866-752-VOTE(8683) |
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ANNUAL
MEETING OF THE STOCKHOLDERS OF
THE MARYGOLD COMPANIES, INC. |
PLEASE
COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: ☒ |
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| PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS |
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| Proposal
1 |
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FOR
ALL |
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WITHHOLD
ALL |
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FOR
ALL EXCEPT |
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Election
of Directors: |
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☐ |
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☐ |
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Nicholas
D. Gerber |
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☐ |
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David
W. Neibert |
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☐ |
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Control
ID: |
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Scott
Schoenberger |
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☐ |
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REQUEST
ID: |
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James
Alexander |
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☐ |
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Matt
Gonzalez |
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☐ |
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Erin
Grogan |
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☐ |
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Joya
Delgado Harris |
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☐ |
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Derek
Mullins |
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☐ |
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| Proposal
2 |
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FOR
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AGAINST |
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ABSTAIN |
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To
approve, on non-binding advisory vote basis, the compensation paid to our named executive officers for 2024. |
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☐ |
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| Proposal
3 |
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One (1) Year
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Two
(2) Years |
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Three (3) Years |
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ABSTAIN |
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To
approve, on non-binding advisory vote basis, the frequency of the stockholder advisory vote on the approval of compensation paid
to our named executive officers. |
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☐ |
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☐ |
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☐ |
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☐ |
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To
transact such other business which may properly be brought before the Annual Meeting or any adjournment or postponement thereof. |
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MARK
“X” HERE IF YOU PLAN TO ATTEND THE MEETING: ☐
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| THE
BOARD OF DIRECTORS RECOMMENDS VOTING “FOR ALL” NOMINEES IN PROPOSAL 1, “FOR” PROPOSAL 2 AND “FOR”
EVERY 3 YEARS IN PROPOSAL 3. |
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MARK
HERE FOR ADDRESS CHANGE ☐ New Address (if applicable):
____________________________
____________________________
____________________________
IMPORTANT:
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing
as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please
sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership
name by authorized person.
Dated:
________________________, 2024
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(Print
Name of Stockholder and/or Joint Tenant) |
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| (Signature
of Stockholder) |
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| (Second
Signature if held jointly) |
Marygold Companies (AMEX:MGLD)
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