☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to Section 240.14a-12

☑

No fee required.

 

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

 

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

/s/ Stephan Wallach               

Stephan Wallach

Chief Executive Officer

(1)

to elect the seven (7) nominees for director named herein to our Board of Directors (the “Board” or “Board of Directors”) to hold office until our next annual meeting of stockholders and until their successors are duly elected and qualified;

 

(2)

to ratify the appointment of Mayer Hoffman McCann P.C. as our independent registered public accounting firm for our fiscal year ending on December 31, 2018; and

 

(3)

to transact such other business as may properly come before the meeting or any adjournments or postponements of the meeting.

 

2400 Boswell Road

Chula Vista, California 91914

(619) 934-3980

 

PROXY STATEMENT

This Proxy Statement is being furnished to holders of shares of common stock, $0.001 par value per share, of Youngevity International, Inc., a Delaware corporation (“we,” us,” “YGYI,” or the “Company”), in connection with the solicitation of proxies on behalf of our Board of Directors for use at our 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) to be held on July 23, 2018 at 9:00 a.m. (Pacific Daylight Time), at our corporate office located at 2400 Boswell Road, Chula Vista, California 91914, and at any adjournment or postponement of our 2018 Annual Meeting. The purpose of the 2018 Annual Meeting and the matters to be acted on are stated in the accompanying notice of the 2018 Annual Meeting. The Board of Directors knows of no other business that will come before the 2018 Annual Meeting of Stockholders.

 

The notice of our 2018 Annual Meeting, this Proxy Statement, and a proxy card, together with our Annual Report on Form 10-K for the year ended December 31, 2017, are being mailed to our stockholders on or about June 15, 2018. Such annual report, which includes our audited financial statements, is not to be regarded as proxy solicitation material. We will bear the cost of our solicitation of proxies. The original solicitation of proxies by mail may be supplemented by personal interview, telephone, or facsimile by our directors, officers, or employees, who will receive no additional compensation for such services. Arrangements will be made with brokerage houses and other custodians, nominees, and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held by any such persons, and we will reimburse those custodians, nominees, and fiduciaries for the reasonable out-of-pocket expenses incurred by them in doing so.

 

Our Board of Directors is soliciting votes FOR each of the seven (7) nominees named herein for election to our Board of Directors; and FOR the ratification of the appointment of Mayer Hoffman McCann P.C. as our independent registered public accounting firm for the year ending December 31, 2018.

 

Q:

Why did I receive these proxy materials?

A:

The Board of Directors is providing these proxy materials to you in connection with our 2018 Annual Meeting of Stockholders, which is scheduled to take place on July 23, 2018. As a stockholder of record as of May 30, 2018, you are invited to attend the 2018 Annual Meeting and to vote on the items of business described in this Proxy Statement.

Q:

What information is contained in the proxy statement?

A:

The information included in this proxy statement relates to the proposals to be voted on at the 2018 Annual Meeting, the voting process, the compensation of our directors and executive officers, and other required information.

Q:

What items of business will be voted on at the 2018 Annual Meeting?

A:

The two (2) items of business scheduled to be voted on at the 2018 Annual Meeting are: (1) the election of our directors; and (2) the ratification of Mayer Hoffman McCann P.C. as our independent registered public accounting firm for our fiscal year ending on December 31, 2018.

Q:

How does the Board of Directors recommend that I vote?

A:

The Board of Directors recommends that you vote your shares (1) FOR each of the nominees named herein for election to our Board of Directors; and (2) FOR the ratification of the appointment of Mayer Hoffman McCann P.C. as our independent registered public accounting firm for our fiscal year ending on December 31, 2018.

Q:

What shares can I vote?

A:

You may vote or cause to be voted all shares owned by you as of the close of business on May 30, 2018, the record date. These shares include: (1) shares held directly in your name as a stockholder of record; and (2) shares held for you, as the beneficial owner, through a broker or other nominee, such as a bank.

Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:

Some of our stockholders may hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Record Holder. If your shares are registered directly in your name on the books of YGYI maintained with our transfer agent, Pacific Stock Transfer Company, you are considered the “record holder” of those shares, and the proxy materials are sent directly to you by YGYI. As the stockholder of record, you have the right to grant your voting proxy directly or to vote in person at the meeting.

 

Beneficial Owner of Shares Held in Street Name. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name (also called a “street name” holder), and the proxy materials will be forwarded to you by your broker, bank or other nominee. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account. However, since you are not a stockholder of record, you may not vote these shares in person at the 2018 Annual Meeting unless you bring with you a legal proxy from the stockholder of record. A legal proxy may be obtained from your broker, bank or nominee. If you do not wish to vote in person or you will not be attending the 2018 Annual Meeting, you may vote by following the instructions, or if you request printed proxy materials, you will receive voting instructions from your broker, bank or nominee describing the available processes for voting your stock.

 

Broker Non-Votes; Routine Matters. If you hold your shares through a broker and you do not give instructions to the record holder on how to vote, the record holder will be entitled to vote your shares in its discretion on the matter considered routine, which is the ratification of the appointment of independent auditors. The uncontested election of directors is not considered a routine matter. Therefore, brokers do not have the discretion to vote on the election of directors. If you hold your shares in street name and you do not instruct your broker how to vote on Proposal 1, which is not considered a routine matter, no votes will be cast by your broker on your behalf. These “broker non-votes” will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum, but not as shares entitled to vote on a particular proposal.

 

Q:

May I attend the 2018 Annual Meeting?

A.

You are entitled to attend the 2018 Annual Meeting only if you were a stockholder as of the close of business on the record date, May 30, 2018, or you hold a valid proxy for the 2018 Annual Meeting of Stockholders. You should be prepared to present photo identification for admittance and evidence of your share ownership of our common stock on the record date. If you are not a record holder but hold shares beneficially through a broker or nominee (that is, in “street name”), you should provide proof of beneficial ownership on the record date, such as your most recent account statement, or other similar evidence of ownership, a copy of the voting instruction card provided by your broker or nominee. If you do not provide photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the 2018 Annual Meeting. The 2018 Annual Meeting will begin promptly at 9:00 a.m. (Pacific Daylight Time). Check-in will begin at 8:30 a.m., and you should allow ample time for the check-in procedures.

Q:

How can I vote my shares in person at the 2018 Annual Meeting of Stockholders?

A:

You may vote by ballot in person at the 2018 Annual Meeting any shares that you hold as the stockholder of record. You may only vote in person shares held in street name if you obtain from the broker or nominee that holds your shares a valid proxy giving you the right to vote the shares.

Q:

How can I vote my shares without attending the 2018 Annual Meeting?

A:

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may, without attending the meeting, direct how your shares are to be voted.

Stockholder of Record — Shares Registered in Your Name: If you are a stockholder of record, in addition to voting in person at the 2018 Annual Meeting, you may vote by proxy through the internet, or vote by proxy using a proxy card. Whether or not you plan to attend the 2018 Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.

 

● Vote by Internet, by going to the web address www.voteproxy.com and following the instructions for internet voting shown on your proxy card. Your Internet vote must be received by 11:59 p.m., Eastern Daylight Time, on July 22, 2018 to be counted.

● Vote by Proxy Card, by completing, signing, dating and mailing the enclosed proxy card in the envelope provided. If you return your signed proxy card to us before the 2018 Annual Meeting, we will vote your shares as you direct. If you vote by internet, please do not mail your proxy card.

We provide internet proxy voting to allow you to vote your shares online, with procedures designed to ensure authenticity and correctness of your proxy vote instructions. Please be aware, however, that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

 

Q:

Can I change my vote or revoke my proxy?

A:

You may change your vote or revoke your proxy at any time before the final vote at the 2018 Annual Meeting. To change your vote or revoke your proxy if you are the record holder, you may: (1) notify our Corporate Secretary in writing at Youngevity International, Inc., 2400 Boswell Road, Chula Vista, California 91914; (2) submit a later-dated proxy (either by mail or internet), subject to the voting deadlines that are described on the proxy card or voting instruction form, as applicable; (3) deliver to our Corporate Secretary another duly executed proxy bearing a later date; or (4) by appearing at the 2018 Annual Meeting in person and voting your shares. Attendance at the meeting will not, by itself, revoke a proxy unless you specifically so request.

 

For shares you hold beneficially, you may change your vote by submitting new voting instructions to your broker or nominee or, if you have obtained a valid proxy from your broker or nominee giving you the right to vote your shares, by attending the 2018 Annual Meeting and voting in person. You may also change your vote by sending a written notice of revocation to our Corporate Secretary in writing at Youngevity International, Inc., 2400 Boswell Road, Chula Vista, California 91914.

Q:

Who can help answer my questions?

A:

If you have any questions about the 2018 Annual Meeting or how to vote or revoke your proxy, or you need additional copies of this proxy statement or voting materials, you should contact the Corporate Secretary, Youngevity International, Inc., 2400 Boswell Road, Chula Vista, California 91914 or by phone at (619) 934-3980.

Q:

How are votes counted?

A:

In the election of directors, you may vote FOR all of the seven (7) nominees named herein or you may direct your vote to be WITHHELD with respect to any one or more of the seven (7) nominees.

With respect to Proposal 2, you may vote FOR, AGAINST, or ABSTAIN. On this proposal, if you ABSTAIN, it has the same effect as a vote AGAINST.

If you provide specific instructions, your shares will be voted as you instruct. If you sign your proxy card or voting instruction card with no further instructions, your shares will be voted in accordance with the recommendations of the Board of Directors, namely (1) FOR each of the seven (7) nominees named herein for election to our Board of Directors; and (2) FOR the ratification of Mayer Hoffman McCann P.C. as our independent registered public accounting firm for the year ending December 31, 2018. If any other matters properly arise at the meeting, your proxy, together with the other proxies received, will be voted at the discretion of the proxy holders.

Q:

What is a quorum and why is it necessary?

A:

Conducting business at the meeting requires a quorum. The presence, either in person or by proxy, of the holders of a majority of our shares of common stock outstanding on May 30, 2018 is necessary to constitute a quorum. Abstentions are treated as present for purposes of determining whether a quorum exists. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the 2018 Annual Meeting. Broker non-votes (which result when your shares are held in “street name” and you do not tell the nominee how to vote your shares on a non-routine matter) are treated as present for purposes of determining whether a quorum is present at the meeting. If there is no quorum, the stockholders present at the meeting in person or represented by proxy may by majority vote adjourn the meeting to another date.

Q:

What is the voting requirement to approve each of the proposals?

A:

For Proposal 1 (the election of directors), the seven (7) persons named herein receiving the highest number of FOR votes (from the holders of votes of shares present in person or represented by proxy at the 2018 Annual Meeting and entitled to vote on the election of directors) will be elected. Only votes FOR or WITHHELD will affect the outcome. Abstentions and broker non-votes will have no effect on the outcome of the vote as long as each nominee receives at least one FOR vote. You do not have the right to cumulate your votes.

To be approved, Proposal 2 (ratification of the appointment of Mayer Hoffman McCann P.C., as our independent registered public accounting firm for the year ending December 31, 2018) must receive the affirmative vote from the holders of a majority of those shares present in person or represented by proxy and entitled to vote on that proposal at the 2018 Annual Meeting. Accordingly, abstentions on these proposals will have the same effect as a vote against the proposal. Broker non-votes (although none are expected to exist in connection with Proposal 2) will have no effect on these proposals. Proposal 2 is an advisory vote, and therefore is not binding on us, the Audit Committee of our Board of Directors (the “Audit Committee”) or our Board of Directors. If our stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of YGYI and its stockholders.

If your shares are held in “street name” and you do not indicate how you wish to vote, your broker is permitted to exercise its discretion to vote your shares on certain “routine” matters. The only routine matter to be submitted to our stockholders at the 2018 Annual Meeting is Proposal 2. Proposals 1 is not a routine matter. Accordingly, if you do not direct your broker how to vote for a director in Proposal 1, your broker may not exercise discretion and may not vote your shares on that proposal.

 

For purposes of Proposal 1, broker non-votes are not “entitled to vote” at the meeting unless otherwise instructed. As such, a broker non-vote will not be counted as a vote FOR or WITHHELD with respect to a director in Proposal 1, Abstentions will be counted in determining the total number of “votes cast” and the total number of shares present in person or represented by proxy and entitled to vote on each of the proposals and will therefore have the effect of a vote AGAINST on each proposal, except for Proposal 1, where the abstention will have no effect on the outcome of the vote.

 

We encourage you to vote FOR both Proposals.

Q:

What should I do if I receive more than one set of voting materials?

A:

You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction card that you receive.

Q:

Where can I find the voting results of the 2018 Annual Meeting?

A:

We intend to announce preliminary voting results at the 2018 Annual Meeting and publish final results in a Current Report on Form 8-K, which will be filed within four (4) business days of the 2018 Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four (4) business days after the 2018 Annual Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four (4) business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

Q:

What happens if additional matters are presented at the 2018 Annual Meeting?

A:

Other than the two (2) items of business described in this proxy statement, we are not aware of any other business to be acted upon at the 2018 Annual Meeting. If you grant a proxy, the persons named as proxy holders, Mr. Stephan Wallach, our Chief Executive Officer and Mr. David Briskie, our President and Chief Financial Officer, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason any of our nominees are not available as a candidate for director, the persons named as proxy holders will vote your proxy for any one or more other candidates nominated by the Board of Directors.

Q:

How many shares are outstanding and how many votes is each share entitled?

A:

Each share of our common stock that is issued and outstanding as of the close of business on May 30, 2018, the record date, is entitled to be voted on all items being voted on at the 2018 Annual Meeting, with each share being entitled to one vote on each matter. As of the record date, 21,536,069 shares of common stock were issued and outstanding.

Q:

Who will count the votes?

A:

One or more inspectors of election will tabulate the votes.

Q:

Is my vote confidential?

A:

Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within YGYI or to anyone else, except: (1) as necessary to meet applicable legal requirements; (2) to allow for the tabulation of votes and certification of the vote; or (3) to facilitate a successful proxy solicitation.

 

Q:

Who will bear the cost of soliciting votes for the 2018 Annual Meeting?

A:

The Board of Directors is making this solicitation on behalf of YGYI, which will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials. Certain of our directors, officers, and employees, without any additional compensation, may also solicit your vote in person, by telephone, or by electronic communication. We will not retain the services of an outside firm to aid in the solicitation of proxies for this year. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward solicitation materials to beneficial owners and will be reimbursed for their reasonable expenses incurred in so doing. We may request by telephone, facsimile, mail, electronic mail or other means of communication the return of the proxy cards.

Q:

When are stockholder proposals and director nominations due for next year’s Annual Meeting?

A:

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by February 8, 2019, to the attention of the Corporate Secretary of Youngevity International, Inc. at 2400 Boswell Road, Chula Vista, California 91914, and you must comply with all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, however, that if our 2019 Annual Meeting of Stockholders is not held between July 23, 2019 and August 23, 2019, to be timely, then the deadline is a reasonable amount of time prior to the date we begin to print and mail our proxy statement for the 2019 Annual Meeting of Stockholders.

 

 

Name

Age

Director Since

Position

Stephan Wallach

51

  2011*

Chairman and Chief Executive Officer

David Briskie

57

2011

President, Chief Financial Officer and Director

Michelle Wallach

47

  2011*

Chief Operating Officer and Director

Richard Renton

63

2012

Director

William Thompson

57

2013

Director

Paul Sallwasser

64

2017

Director

Kevin Allodi

61

2017

Director

Board Members

Audit

Committee

Compensation

Committee

Investment

Committee

Stephan Wallach

-

Chairman

Member

David Briskie

-

Member

Chairman

Michelle Wallach

-

-

-

Richard Renton

-

-

-

William Thompson

Chairman

-

-

Paul Sallwasser

Member

-

-

Kevin Allodi

Member

-

-

(1)

The amounts in the “Option Awards” column reflect the dollar amounts recognized as compensation expense for the financial statement reporting purposes for stock options for the fiscal year ended December 31, 2017 in accordance with FASB ASC Topic 718. The fair value of the options was determined using the Black-Scholes model.

Members of the Audit Committee:

William Thompson

Kevin Allodi

Paul Sallwasser

 

(1)

Audit fees and expenses were for professional services rendered for the audit and reviews of the consolidated financial statements of the Company, professional services rendered for issuance of consents and assistance with review of documents filed with the SEC.

(2)

The audit related fees were for professional services rendered for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under audit fees.

Year

Salary

($)

Bonus

($)

Option

Awards (2)

($)

Total

($)

Stephan Wallach (1)

 2017

357,212

-

-

357,212

Chief Executive Officer

 2016

282,500

179,730

-

462,230

David Briskie (1)(2)

2017

357,212

-

670,875

1,028,087

President and Chief Financial Officer

2016

282,500

179,730

748,500

1,210,730

Michelle Wallach (1)

2017

192,660

-

-

192,660

Chief Operating Officer

2016

192,660

179,730

-

372,390

(1)

Mr. Stephan Wallach, Mr. David Briskie, and Ms. Michelle Wallach have direct and or indirect (beneficially) distributor positions in our company that pay income based on the performance of those distributor positions in addition to their base salaries, and the people and or companies supporting those positions based upon the contractual agreements that each and every distributor enter into upon engaging in the network marketing business. The contractual terms of these positions are the same as those of all the other individuals that become distributors in our Company. There are no special circumstances for these officers/directors. Mr. Stephan Wallach and Ms. Michelle Wallach received or beneficially received an aggregate of $362,292 and $357,002 in 2017 and 2016, respectively related to their distributor positions, which are not included above. Mr. Briskie beneficially received $19,196 and $23,889 in 2017 and 2016, respectively, related to his spouse’s distributor position, which is not included above.

(2)

We use a Black-Scholes option-pricing model (Black-Scholes model) to estimate the fair value of the stock option grant. Expected volatility is calculated based on the historical volatility of our stock. The risk-free interest rate is based on the U.S. Treasury yield for a term equal to the expected life of the options at the time of grant. The amounts do not represent the actual amounts paid to or released by any of the Named Executive Officers during the respective periods.

 

No. Of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

(1)

125,000 stock options granted on May 31, 2012, vested and exercisable.

(2)

250,000 stock options granted on May 31, 2012, vested and exercisable.

(3)

50,000 stock options granted on October 31, 2013, 40,000 stock options vested and are exercisable, with the remaining option shares vesting on October 31, 2018.

(4)

100,000 stock options granted on October 30, 2014, 60,000 stock options vested and are exercisable, with the remaining option shares vesting in equal annual amounts over the next two years as of December 31, 2017.

(5)

250,000 stock options granted on December 27, 2016, 50,000 stock options vested and are exercisable, with the remaining option shares vesting in equal annual amounts over the next four years as of December 31, 2017.

(6)

250,000 restricted stock units were granted on August 9, 2017, each unit representing contingent right to receive one share of common stock, vesting as follows: (i) Year 3 - 25,000 shares; (ii) Year 4 – 37,500 shares; (iii) Year 5 - 125,000 shares; and (iv) Year 6 – 62,500 shares; if Mr. Briskie continues to serve as an executive officer or otherwise is not terminated for cause prior to such dates. The market value of the restricted stock units was multiplied by the closing market price of our common stock at the end of the 2017 fiscal year, which was $4.13 on December 29, 2017 (the last business day of the 2017 fiscal year.)

(7)

125,000 stock options granted on May 31, 2012, vested and exercisable.

Name of Beneficial Owner

Number of Shares Beneficially Owned

Percentage

Ownership

Executive Officers & Directors (1)

Stephan Wallach, Chairman and Chief Executive Officer

14,127,811

(2)

65.8

%

David Briskie, President, Chief Financial Officer and Director

920,457

(3)

4.2

%

Michelle Wallach, Chief Operating Officer and Director

14,125,000

(2)

65.8

%

Richard Renton, Director

25,603

(4)

*

William Thompson, Director

12,000

(5)

*

Paul Sallwasser, Director

104,042

(6)

*

Kevin Allodi, Director

31,490

(7)

*

All Executive Officers & Directors, as a group (7 persons)

15,346,403

69.0

%

Stockholders owning 5% or more

Carl Grover

2,422,945

(8)

9.99

%

(1)

Unless otherwise set forth below, the mailing address of Executive Officers, Directors and 5% or greater holders is c/o Youngevity International, Inc., 2400 Boswell Road, Chula Vista, California 91914.

(2)

Mr. Stephan Wallach, our Chief Executive Officer, owns 14,000,000 shares of common stock through joint ownership with his wife, Michelle Wallach, with whom he shares voting and dispositive control. Mr. Wallach also owns 2,811 shares and options to purchase 125,000 shares of common stock which are exercisable within 60 days of May 30, 2018 and are included in the number of shares beneficially owned by him and Ms. Wallach also owns options to purchase 125,000 shares of common stock which are exercisable within 60 days of May 30, 2018 and are included in the number of shares beneficially owned by her.

(3)

Mr. David Briskie, our President and Chief Financial Officer, owns 170,429 shares of common stock, and beneficially owns 100,028 shares of common stock owned by Brisk Investments, LP, 250,000 shares of common stock owned by Brisk Management, LLC. Mr. Briskie also owns options to purchase 400,000 shares of common stocks that are exercisable within 60 days of May 30, 2018 and are included in the number of shares beneficially owned by him. Does not include 250,000 restricted stock units issued to Mr. Briskie in August 2017, of which each unit represents a contingent right to receive one share of common stock, vesting as follows: (i) Year 3 - 25,000 shares; (ii) Year 4 – 37,500 shares; (iii) Year 5 - 125,000 shares; and (iv) Year 6 – 62,500 shares; provided that Mr. Briskie continues to serve as an executive officer or otherwise is not terminated for cause prior to such dates.

(4)

Mr. Renton is a director of the Company, owns 4,242 shares of common stock and 9,374 shares of common stock through joint ownership with his wife, Roxanna Renton, with whom he shares voting and dispositive control. Mr. Renton also owns 9,500 options to purchase common stock and 2,487 options to purchase common stock held in joint ownership with his wife, Roxanna Renton which are exercisable within 60 days of May 30, 2018.

(5)

Mr. Thompson is a director of the Company, owns 12,000 options to purchase common stock which are exercisable within 60 days of May 30, 2018 and are included in the number of shares beneficially owned by him.

(6)

Mr. Sallwasser is a director of the Company and owns a 2014 Note in the principal amount of $75,000 convertible into 10,714 shares of common stock and a 2014 Warrant exercisable for 14,673 shares of common stock. Mr. Sallwasser also owns three 2017 Warrant’s exercisable for 6,262 shares of common stock. He also owns 67,393 shares of common stock, which includes 9,264 shares from the conversion of his 2017 Notes to common stock and an option to purchase 5,000 shares of common stock.

(7)

Mr. Allodi is a director of the Company and owns 13,888 shares of common stock directly and 12,602 shares of common stock through joint ownership with his wife Nancy Larkin Allodi. Mr. Allodi also owns an option to purchase 5,000 shares of common stock.

(8)

Share ownership is based on information contained in a Schedule 13D/A filed with the SEC on March 3, 2017, as updated for Mr. Grover’s 2017 Note Conversion. Mr. Grover is the sole beneficial owner of 2,422,945 shares of common stock. Mr. Grover owns a 2014 Note in the principal amount of $4,000,000 convertible into 571,428 shares of common stock and a 2014 Warrant exercisable for 782,602 shares of common stock. Mr. Grover also owns a 2015 Note in the principal amount of $3,000,000 convertible into 428,571 shares of common stock and a 2015 Warrant exercisable for 200,000 shares of common stock. Mr. Grover also owns 2017 Warrants exercisable for 735,030 shares of common stock. He also owns 1,379,795 shares of common stock which includes 1,122,233 shares from the conversion of his 2017 Notes to common stock. Mr. Grover has a contractual agreement with us that limits his exercise of warrants and conversion of notes such that his beneficial ownership of our equity securities to no more than 9.99% of the voting power of the Company at any one time and therefore his beneficial ownership does not include the shares of common stock issuable upon conversion of notes or exercise or warrants owned by Mr. Grover if such conversion or exercise would cause his beneficial ownership to exceed 9.99% of our outstanding shares of common stock. Mr. Grover’s address is 1010 S. Ocean Blvd., Apt 1017, Pompano Beach, FL 33062.

 

 

By Order of the Board of Directors

/s/ Stephan Wallach                   

Stephan Wallach

Chairman of the Board and CEO

Chula Vista, California

June 8, 2018

YOUNGEVITY INTERNATIONAL, INC.

2400 Boswell Road

Chula Vista, California 91914

 

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Daylight Time on July 22, 2018. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Daylight Time on 07/22/2018. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ☒

KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DETACH AND RETURN THIS PORTION ONLY

For

Withhold

For All

To withhold authority to vote for any individual

All

All

Except

nominee(s), mark “For All Except” and write the

The Board of Directors recommends you vote FOR the following:

number(s) of the nominee(s) on the line below.

1.

Proposal 1—Election of Directors

☐

☐

☐

Nominees:

01  Stephan

      Wallach

02  David

  Briskie

03  Michelle

      Wallach

04  Richard

      Renton

05  William                    06  Kevin                  07  Paul

      Thompson                      Allodi                       Sallwasser

The Board of Directors recommends you vote FOR the following Proposal 2:

For

Against

Abstain

2.

To ratify the appointment of Mayer Hoffman McCann P.C. as our independent registered public accounting firm for our fiscal year ending on December 31, 2018.

☐

☐

☐

NOTE: To transact such other business as may properly come before the meeting or any adjournments or postponements of the meeting.

Please sign exactly as your name(s) appear(s) hereon. When signing as

attorney, executor, administrator, or other fiduciary, please give full

title as such. Joint owners should each sign personally. All holders must

sign. If a corporation or partnership, please sign in full corporate or

partnership name, by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The proxy materials & Proxy Statement, and Form 10-K are available at www.voteproxy.com

— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —

YOUNGEVITY INTERNATIONAL, INC.

2018 Annual Meeting of Stockholders

July 23, 2018 9:00 a.m. (PDT)

This proxy is solicited by the Board of Directors

The undersigned stockholder hereby appoints Stephan Wallach and David Briskie, or either of them, as proxies, each with full power of substitution, hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of YOUNGEVITY INTERNATIONAL, INC. that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 a.m., PDT time, on July 23, 2018, at the offices of the Company, 2400 Boswell Road, Chula Vista, California 91914, and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.

Continued and to be signed on reverse side