Revised Proxy Soliciting Materials (definitive) (defr14a)
March 13 2019 - 4:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment
No. 1)
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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SPHERIX
INCORPORATED
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(Name of Registrant as
Specified In Its Charter)
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(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which
transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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EXPLANATORY
NOTE
This
Amendment No. 1 (this “Amendment”) amends the Definitive Proxy Statement (the “Proxy Statement”) filed
by Spherix Incorporated, a Delaware corporation (the “Company”) with the Securities and Exchange Commission on March
12, 2019 (the “Original Filing”). The Proxy Statement was filed in connection with the Company’s 2019 Annual Meeting
of Stockholders to be held on Monday, April 15, 2019, at 9:00 a.m. Pacific Time/12:00 p.m. Eastern Time (the “Annual
Meeting”). Other than as described herein, all other items in the Original Filing remain unchanged.
AMENDMENT
TO ORIGINAL FILING
The
thirteenth question under “QUESTIONS AND ANSWERS ABOUT THE MEETING” on page 8 of the Original Filing is hereby amended
and restated in its entirety to read as follows:
“What
is a Broker Non-Vote?
If
your shares are held in a street name, you must instruct the organization who holds your shares how to vote your shares. If
you do not provide voting instructions, your shares will not be voted on any non-routine proposal. This vote is called
a “broker non-vote.” If you sign your proxy card, but do not provide instructions on how your broker should
vote, your broker will vote your shares as recommended by our Board.
Proposal
2, the ratification of the appointment of Marcum LLP as our independent registered public accounting firm and Proposal 4, the
approval of an amendment to our Certificate of Incorporation to effect the Reverse Split, are “routine” matters on
which your broker can exercise voting discretion. All other proposals are considered non-routine and therefore brokers cannot
use discretionary authority to vote shares on other proposals to be considered at the Annual Meeting if they have not received
instructions from their clients. Please submit your vote instruction form so your vote is counted.”
The
fourteenth question under “QUESTIONS AND ANSWERS ABOUT THE MEETING” on page 8 of the Original Filing is hereby amended
and restated in its entirety to read as follows:
“What
is an Abstention?
An
abstention is a stockholder’s affirmative choice to decline to vote on a proposal. Abstentions are not included
in the tabulation of the voting results of Proposals 1, 2, 3 and 6 and therefore, do not affect these proposals, but are included
for purposes of determining whether a quorum has been reached. Abstentions with respect to Proposals 4 and 5 will be counted for
purposes of establishing a quorum and, if a quorum is present, will have the same practical effect as a vote “Against”
these proposals.”
The
fifteenth question under “QUESTIONS AND ANSWERS ABOUT THE MEETING” on page 8 of the Original Filing is hereby amended
and restated in its entirety to read as follows:
“How
Many Votes Are Needed for Each Proposal to Pass?
Proposal
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Vote Required
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Broker
Discretionary
Vote Allowed
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Election of five (5) members to our Board of Directors
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Plurality of the votes present and entitled to vote (the five (5) directors receiving the most “For” votes)
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No
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Ratification of the Appointment of Marcum LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2019
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A majority of the “votes cast” (affirmative vote of a majority of the Voting Capital present and entitled to vote)
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Yes
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Approval, by non-binding advisory vote, of our executive compensation
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A majority of the votes cast
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No
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Approval of an amendment to our Certificate of Incorporation to effect the Reverse Split
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A majority of the outstanding Voting Capital
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Yes
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Approval of an amendment to the 2014 Plan to increase the number of shares of common stock authorized to be issued pursuant to the 2014 Plan from 434,210 to 1,034,210
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A majority of the votes cast
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No
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”
The
“Vote Required” paragraph under Proposal 2 on page 26 of the Original Filing is hereby amended and restated in its
entirety to read as follows:
“A
majority of the votes cast at the Annual Meeting is required for the ratification of the appointment of Marcum as our independent
registered public accounting firm for the fiscal year ending December 31, 2019. Abstentions will have no direct effect on the
outcome of this proposal.”
The
“Vote Required” paragraph under Proposal 3 on page 27 of the Original Filing is hereby amended and restated in its
entirety to read as follows:
“In
voting to approve the above resolution, stockholders may vote for the resolution, against the resolution or abstain from voting.
This matter will be decided by a majority of the votes cast at the Meeting. Abstentions will have no direct effect on the outcome
of this proposal.”
The
“Required Vote” paragraph under Proposal 4 on page 32 of the Original Filing is hereby amended and restated in its
entirety to read as follows:
“A
majority of the votes cast at the Annual Meeting is required to approve the Reverse Split Proposal. Abstentions will have the
effect of a vote “against” this proposal.”
The
“Vote Required” paragraph under Proposal 5 on page 36 of the Original Filing is hereby amended and restated in its
entirety to read as follows:
“A
majority of the votes cast Annual Meeting is required to approve Proposal 5. Abstentions will have the effect of a vote “against”
this proposal.”
The
“Vote Required” paragraph under Proposal 6 on page 37 of the Original Filing is hereby amended and restated in its
entirety to read as follows:
“A
majority of the votes cast at the Annual Meeting will be required for the approval of this Proposal 6, if necessary or appropriate.
Abstentions will have no direct effect on the outcome of this proposal.”
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