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Appendix | | | | | | | |
| | | | A-1 | | | |
| | | | B-1 | | |
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Proposal 1: Election of Directors
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The nominees for director who receive the most votes (also known as a “plurality” of the votes cast) will be elected. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of the directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
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Proposal 2: Ratify Selection of Independent Registered Public Accounting Firm
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The affirmative vote of the holders of a majority of the shares of common stock and Series D Preferred Stock voting on an as-converted basis present and entitled to vote on the matter either in person or by proxy at the annual meeting is required to ratify the appointment of CohnReznick LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018. Abstentions will be treated as votes against this proposal. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the selection of CohnReznick LLP as our independent registered public accounting firm for 2018, our Audit Committee of our Board of Directors will reconsider its selection.
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Proposal 3: Issuance of Shares of Common Stock in Financing Transaction
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The affirmative vote of the holders of a majority of the total votes cast in person or by proxy at the annual meeting is required to approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance, under the terms of that certain Securities Purchase Agreement dated May 15, 2018, by and among XpresSpa Group, Inc. and the investors thereto, and related documents, of shares of our common stock underlying convertible notes and warrants issued by us (including upon the operation of “full-ratchet” anti-dilution provisions contained in such convertible notes and warrants). Abstentions will be treated as votes against this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
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Proposal 4: Reverse Stock Split
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The affirmative vote of the holders of a majority of the outstanding shares of our common stock and Series D Preferred Stock voting on an as-converted basis entitled to vote on the matter either in person or by proxy at the annual meeting is required to approve the amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock. Abstentions will be treated as votes against this proposal. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have the same effect as a vote against such proposal.
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Proposal 5: Approve an Advisory Vote on the Compensation of our Named Executive Officers
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The affirmative vote of the holders of a majority of the shares of common stock and Series D Preferred Stock voting on an as-converted basis present and entitled to vote on the matter either in person or by proxy at the annual meeting is required to approve, on an advisory basis, the compensation of our named executive officers, as described in this proxy statement. Abstentions will be treated as votes against this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. Although the advisory vote is non-binding, the Compensation Committee and the Board of Directors will review the voting results and take them into consideration when making future decisions regarding executive compensation.
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Proposal 6: Approve an Adjournment of the Annual Meeting, if Necessary, to Solicit Additional Proxies if there are not Sufficient Votes in Favor of Proposals 2 through 5.
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Approval of the adjournment of the annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals 2 through 5 requires the affirmative vote of the holders of a majority of the shares of common stock and Series D Preferred Stock present and entitled to vote either in person or by proxy at the annual meeting. A “broker non-vote” or a failure to submit a proxy or vote at the annual meeting will have no effect on the outcome of the vote for this Proposal 6. For purposes of the vote on this Proposal 6, an abstention will have the same effect as a vote “AGAINST” such proposal.
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Preferred Stockholder Proposal: Election of Director by Series D Preferred Stockholders
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The nominee for director who receives the most votes (also known as a “plurality” of the votes cast) will be elected. You may vote either FOR the nominee or WITHHOLD your vote from the nominee. Votes that are withheld will not be included in the vote tally for the election of the directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
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Name and Address of Beneficial Owner(1)
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Number of
Shares of Common Stock Beneficially Owned |
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Percent of
Shares of Common Stock Beneficially Owned |
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Number of
Shares of Common Stock Underlying Series D Preferred Beneficially Owned |
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Percent of
Shares of Common Stock Underlying Series D Preferred Beneficially Owned |
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Five percent or more beneficial owners: | | | | | | | | | | | | | | | | | | | | | | | | | |
Mistral Spa Holdings, LLC(2)
650 Fifth Avenue, Floor 31 New York, NY 10019 |
| | | | 3,926,806 | | | | | | 13.7% | | | | | | 2,414,992 | | | | | | 8.2% | | |
Alpha Capital Anstalt(3)
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| | | | 3,629,032 | | | | | | 11.8% | | | | | | — | | | | | | — | | |
AWM Investment Company, Inc.(4)
527 Madison Avenue, Suite 2600 New York, NY 10022 |
| | | | 2,643,745 | | | | | | 9.8% | | | | | | — | | | | | | — | | |
Directors and named executive officers: | | | | | | | | | | | | | | | | | | | | | | | | | |
Edward Jankowski(5)
|
| | | | 283,962 | | | | | | 1.0% | | | | | | — | | | | | | — | | |
Andrew Perlman(6)
|
| | | | 1,426,912 | | | | | | 5.1% | | | | | | — | | | | | | — | | |
Anastasia Nyrkovskaya(7)
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| | | | 508,062 | | | | | | 1.8% | | | | | | — | | | | | | — | | |
Janine Canale(8)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Bruce T. Bernstein(9)
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| | | | 834,058 | | | | | | 3.0% | | | | | | 393,416 | | | | | | 1.4% | | |
John Engelman(10)
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| | | | 189,908 | | | | | | * | | | | | | — | | | | | | — | | |
Donald E. Stout(11)
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| | | | 264,632 | | | | | | 1.0% | | | | | | — | | | | | | — | | |
Salvatore Giardina(12)
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| | | | 145,000 | | | | | | * | | | | | | — | | | | | | — | | |
Richard K. Abbe(13)
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| | | | 723,292 | | | | | | 2.6% | | | | | | — | | | | | | — | | |
Andrew R. Heyer(2)(14)
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| | | | 4,116,806 | | | | | | 14.3% | | | | | | 2,414,992 | | | | | | 8.2% | | |
All current directors and officers as a group (10 individuals)(15):
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| | | | 8,492,632 | | | | | | 26.9% | | | | | | 2,808,408 | | | | | | 9.4% | | |
Name
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Age
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Position(s) with the Company
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Edward Jankowski | | |
64
|
| | Chief Executive Officer and Director | |
Janine Canale | | |
33
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| | Principal Financial and Accounting Officer | |
Bruce T. Bernstein*(1)(2)(3) | | |
54
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| | Chairman of the Board of Directors | |
John Engelman*(4) | | |
62
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| | Director | |
Donald E. Stout*(1)(2)(3) | | |
71
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| | Director | |
Salvatore Giardina*(2) | | |
56
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| | Director | |
Richard K. Abbe* | | |
47
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| | Director | |
Andrew R. Heyer* | | |
60
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| | Director | |
Name and principal position
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Year
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Salary
($) |
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Incentive
Pay ($)(1) |
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Equity
Awards ($)(2) |
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Total
($) |
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Edward Jankowski(3)
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| | | | 2017 | | | | | | 375,000 | | | | | | 125,000 | | | | | | 361,301 | | | | | | 861,301 |
| | | 2016 | | | | | | 8,219 | | | | | | — | | | | | | — | | | | | | 8,219 | ||
Andrew D. Perlman(4)
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| | | | 2017 | | | | | | 450,000 | | | | | | 125,000 | | | | | | 608,562 | | | | | | 1,183,562 |
| | | 2016 | | | | | | 431,667 | | | | | | — | | | | | | 1,235,440 | | | | | | 1,667,107 | ||
Anastasia Nyrkovskaya(5)
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| | | | 2017 | | | | | | 375,000 | | | | | | 225,000 | | | | | | 361,301 | | | | | | 961,301 |
| | | 2016 | | | | | | 333,333 | | | | | | — | | | | | | 540,505 | | | | | | 873,838 |
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Options Awards
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Name
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Number of
securities underlying unexercised options (#) exercisable |
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Number of
securities underlying unexercised options (#) un-exercisable |
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Option
exercise price ($) |
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Option
expiration date |
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Edward Jankowski
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| | | | 83,333 | | | | | | 166,667 | | | | | | 2.12 | | | |
January 17, 2027
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Andrew D. Perlman
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| | | | 32,816 | | | | | | — | | | | | | 16.50 | | | |
March 13, 2018
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Andrew D. Perlman
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| | | | 127,500 | | | | | | — | | | | | | 37.20 | | | |
July 26, 2022
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Andrew D. Perlman
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| | | | 62,500 | | | | | | — | | | | | | 31.80 | | | |
February 11, 2023
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Andrew D. Perlman
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| | | | 466,667 | | | | | | 333,333 | | | | | | 1.55 | | | |
April 4, 2026
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Andrew D. Perlman
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| | | | 100,000 | | | | | | 200,000 | | | | | | 2.12 | | | |
January 17, 2027
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Anastasia Nyrkovskaya
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| | | | 30,000 | | | | | | — | | | | | | 28.50 | | | |
May 6, 2023
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Anastasia Nyrkovskaya
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| | | | 30,000 | | | | | | — | | | | | | 41.00 | | | |
February 20, 2024
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Anastasia Nyrkovskaya
|
| | | | 204,167 | | | | | | 145,833 | | | | | | 1.55 | | | |
April 4, 2026
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Anastasia Nyrkovskaya
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| | | | 83,333 | | | | | | 166,667 | | | | | | 2.12 | | | |
January 17, 2027
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Name
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Fees Earned
or Paid in Cash ($) |
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Option
Awards ($)(1) |
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Total
($) |
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Bruce T. Bernstein(2)
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| | | | 50,000 | | | | | | 75,862 | | | | | | 125,862 | | |
John Engelman(3)
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| | | | 50,000 | | | | | | 66,937 | | | | | | 116,937 | | |
Donald E. Stout(4)
|
| | | | 50,000 | | | | | | 71,399 | | | | | | 121,399 | | |
Salvatore Giardina(5)
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| | | | 50,000 | | | | | | 75,862 | | | | | | 125,862 | | |
Richard K. Abbe(6)
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| | | | 50,000 | | | | | | 66,937 | | | | | | 116,937 | | |
Andrew R. Heyer(7)
|
| | | | 50,000 | | | | | | 66,937 | | | | | | 116,937 | | |
Plan Category
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No. of securities
to be issued upon exercise of outstanding options, warrants and rights |
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Weighted-average
exercise price of outstanding options, warrants and rights ($) |
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No. of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) |
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Total equity compensation plans approved by security
holders(1)(2) |
| | | | 4,683,508 | | | | | $ | 5.39 | | | | | | 2,111,437 | | |
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2017
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2016
|
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Audit fees(1)
|
| | | $ | 431,325 | | | | | $ | 383,250 | | |
Audit-related fees(2)
|
| | | | 25,450 | | | | | | — | | |
Total
|
| | | $ | 456,775 | | | | | $ | 383,250 | | |
| XPRESSPA GROUP, INC. | |
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By:
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Name:
Edward Jankowski
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Title:
Chief Executive Officer
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