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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Filed by the
Registrant ☑
Filed by a Party
other than the Registrant ☐
Check the
appropriate box:
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☐
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Preliminary Proxy
Statement
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☐
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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☑
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Definitive Proxy
Statement
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☐
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Definitive
Additional Materials
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☐
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Soliciting Material
Pursuant to Section 240.14a-12
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YOUNGEVITY
INTERNATIONAL, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
Payment of Filing
Fee (check the appropriate box):
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☑
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No fee
required.
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☐
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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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2400 Boswell
Road
Chula Vista,
California 91914
(619)
934-3980
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June
24, 2019
To the Stockholders
of Youngevity International, Inc.:
We hereby notify
you that the 2019 Annual Meeting of Stockholders (the “2019
Annual Meeting” or “Annual Meeting”) of
Youngevity International, Inc., a Delaware corporation, will be
held on Monday, June 24, 2019 beginning at 9:00 a.m., Pacific
Daylight Time, at our corporate office located at 2400 Boswell
Road, Chula Vista, California 91914, for the following
purposes:
(1)
to
elect the seven (7) nominees for director named herein to our 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, 2019;
(3)
to
approve, on an advisory basis, the compensation of our named
executive officers, as disclosed in this proxy
statement;
(4)
to
recommend, on an advisory basis, a three year frequency for holding
an advisory vote on executive compensation; and
(5)
to
transact such other business as may properly come before the
meeting or any adjournments or postponements of the
meeting.
The matters listed
in this notice of meeting are described in detail in the
accompanying proxy statement. Our Board of Directors has fixed the
close of business on May 3, 2019 as the record date for determining
those stockholders who are entitled to notice of and to vote at the
2019 Annual Meeting or any adjournment or postponement of our 2019
Annual Meeting. The list of the stockholders of record as of the
close of business on May 3, 2019 will be made available for
inspection at the meeting.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 24, 2019
THE PROXY MATERIALS OF ANNUAL MEETING OF
STOCKHOLDERS, INCLUDING THE PROXY STATEMENT AND OUR ANNUAL REPORT
ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2018 ARE AVAILABLE
ELECTRONICALLY AT WWW.YGYI.COM.
On or about June 4,
2019, we will begin mailing the attached Proxy Statement and our
Annual Report on Form 10-K for the year ended December 31, 2018.
Such annual report includes our audited financial
statements.
YOUR
VOTE IS IMPORTANT
Even if you plan to
attend the meeting, please vote as promptly as possible by using
the internet or kindly sign, date, and return the enclosed proxy
card in the envelope provided so that your vote will be counted if
you later decide not to attend the 2019 Annual Meeting. No postage
is required if the proxy card is mailed in the United
States.
By Order of the
Board of Directors,
/s/ Stephan
Wallach
Stephan
Wallach
Chairman of the
Board and CEO
Chula Vista,
CA
May 31,
2019
2400 Boswell
Road
Chula Vista,
California 91914
(619)
934-3980
PROXY
STATEMENT
For
the Annual Meeting of Stockholders to be held on June 24,
2019
GENERAL
INFORMATION
We are providing
these proxy materials to holders of shares of common stock, $0.001
par value per share, of Youngevity International, Inc., a Delaware
corporation (referred to as “YGYI,” the
“Company,” “we,” or “us”), in
connection with the solicitation by the Board of Directors of YGYI
of proxies to be voted at our 2019 Annual Meeting to be held on
June 24, 2019, beginning at 9:00 a.m., (Pacific Daylight Time) at
the Company’s offices located at 2400 Boswell Road, Chula
Vista, California 91914, and at any adjournment or postponement of
our 2019 Annual Meeting.
The purpose of the
2019 Annual Meeting and the matters to be acted on are stated in
the accompanying notice of Annual Meeting of Stockholders. The
Board of Directors knows of no other business that will come before
the 2019 Annual Meeting.
Our Board of
Directors is soliciting votes (1) FOR each of the seven (7) nominees named
herein for election to our Board of Directors; (2) 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, 2019; (3)
FOR the approval, on an
advisory basis, of the compensation of our named executive
officers, as disclosed in this proxy statement; and (4)
FOR the recommendation, on
an advisory basis, of a three year frequency for holding an
advisory vote on executive compensation.
ANNUAL
MEETING ADMISSION
All stockholders as
of the record date are welcome to attend the 2019 Annual Meeting.
If you attend, please note that you will be asked to present
government-issued identification (such as a driver’s license
or passport) and evidence of your share ownership of our common
stock on the record date. This can be your proxy card if you are a
stockholder of record. If your shares are held beneficially in the
name of a bank, broker or other holder of record and you plan to
attend the 2019 Annual Meeting, you will be required to present
proof of your ownership of our common stock on the record date,
such as a bank or brokerage account statement or voting instruction
card, to be admitted to the 2019 Annual Meeting.
No
cameras, recording equipment or electronic devices will be
permitted in the 2019 Annual Meeting.
Information on how
to obtain directions to attend the 2019 Annual Meeting is available
at: www.ygyi.com.
HOW
TO VOTE
Stockholders of Record
If your shares are
registered directly in your name with YGYI’s transfer agent,
Pacific Stock Transfer Company, you are considered the
“stockholder of record” of those shares and the proxy
statement is being sent directly to you by YGYI. If you are a
stockholder of record, you can vote your shares in one of two ways:
either by proxy or in person at the 2019 Annual Meeting. If you
choose to vote by proxy, you may do so by using the internet
(please visit www.proxyvote.com and follow the
instructions) by telephone, or by completing and returning by mail
the proxy card you have received. Whichever method you use, each
valid proxy received in time will be voted at the 2019 Annual
Meeting in accordance with your instructions.
Beneficial Owners 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, and the proxy statement is being forwarded to
you by your broker, bank or nominee, who is considered the
stockholder of record of those shares. As a beneficial owner, you
have the right to direct your broker, bank or 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 2019 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 2019 Annual Meeting, you may vote
using the Internet, by telephone or by mail. Please visit
www.proxyvote.com, or call
1-800-454-8683 and follow 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.
Vote
by Mail
If you choose to
vote by mail, simply mark, date and sign your proxy card and return
it in the postage-paid envelope provided.
Vote
by Internet or Telephone
If you choose to
vote by internet, go to www.proxyvote.com to complete an
electronic proxy card. Have your proxy card or voting instruction
card in hand when you access the website and follow the
instructions to obtain your records and to create an electronic
voting instruction form. If you vote by telephone call
1-800-454-8683 and follow the instructions. Your internet or
telephonic vote must be received by 11:59 p.m. Eastern Daylight
Time on June 23, 2019 to be counted.
Voting
at the Annual Meeting
Voting by mail or
internet will not limit your right to vote at the 2019 Annual
Meeting if you decide to attend in person.
ADDITIONAL
INFORMATION ABOUT VOTING
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Q:
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What information is contained in the proxy statement?
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A:
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The information
included in this proxy statement relates to the proposals to be
voted on at the 2019 Annual Meeting, the voting process, the
compensation of our directors and executive officers, and other
required information.
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Q:
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How do I get electronic access to the proxy materials?
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A:
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This proxy
statement and our Annual Report on Form 10-K for the year ended
December 31, 2018 are available at www.ygyi.com.
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Q:
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What items of business will be voted on at the 2019 Annual
Meeting?
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A:
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The
four (4) items of business scheduled to be voted on at the 2019
Annual Meeting are: (1) the election of our directors; (2) the
ratification of Mayer Hoffman McCann P.C. as our independent
registered public accounting firm for our fiscal year ending on
December 31, 2019; (3) the approval, on an advisory basis, of the
compensation of our named executive officers, as disclosed in this
proxy statement; and (4) the approval, on an advisory basis, of a
three year frequency for holding an advisory vote on executive
compensation. We will also consider any other business that
properly comes before the 2019 Annual Meeting.
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Q:
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How does the Board of Directors recommend that I vote?
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A:
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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; (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, 2019; (3) FOR
the approval, on an advisory basis, of the compensation of our
named executive officers, as disclosed in this proxy statement; and
(4) FOR the recommendation,
on an advisory basis, of a three year frequency for holding an
advisory vote on executive compensation.
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Q:
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What shares can I vote?
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A:
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You may vote or
cause to be voted all shares owned by you as of the close of
business on May 3, 2019, 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.
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Q:
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What is the difference between holding shares as a stockholder of
record and as a beneficial owner?
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A:
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Most of our
stockholders 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.
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Record Holder. If your shares are
registered directly in your name on the books of YGYI maintained
with YGYI’s transfer agent, Pacific Stock Transfer Company,
you are considered the “record holder” of those shares,
and the proxy statement is 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 2019 Annual
Meeting.
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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 statement is 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 2019 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 2019 Annual Meeting, you may vote
using the internet, by telephone or by mail. Please visit
www.proxyvote.com, or call
1-800-454-8683 and follow 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.
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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 certain matters considered
routine, such as the ratification of the appointment of independent
auditors. The uncontested election of directors, the approval of
the Equity Issuances for purposes of Nasdaq Listing Rule 5635(d),
the approval of the compensation of our named executive officers
and the approval of the frequency for holding an advisory vote on
executive compensation are not considered routine matters.
Therefore, brokers do not have the discretion to vote on those
proposals. If you hold your shares in street name and you do not
instruct your broker how to vote in these matters not considered
routine, no votes will be cast 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.
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Q:
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Can I change my vote or revoke my proxy?
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A:
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You may change your
vote or revoke your proxy at any time before the final vote at the
2019 Annual Meeting. To change your vote or revoke your proxy if
you are the recordholder, 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 2019 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 2019 Annual Meeting and voting
in person. For shares you hold beneficially, 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.
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Q:
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Who can help answer my questions?
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A:
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If you have any
questions about the 2019 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., at 2400 Boswell Road, Chula Vista,
California 91914 or by phone at (619) 934-3980.
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Q:
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How are votes counted?
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A:
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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.
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With
respect to Proposals 2 and 3, you may vote FOR, AGAINST, or
ABSTAIN. On these proposals, if you ABSTAIN, it has the same effect
as a vote AGAINST. For Proposal 4, you may vote 1 YEAR, 2 YEARS or
3 YEARS or ABSTAIN. Only votes for 1 YEAR, 2 YEARS or 3 YEARS will
affect the outcome. For Proposal 4, abstentions and broker
non-votes will have no effect.
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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 for election to our Board of Directors; (2)
FOR the ratification of
Mayer Hoffman McCann P.C. as our independent registered public
accounting firm for the year ending December 31, 2019; (3)
FOR the approval, on an
advisory basis, of the compensation of our named executive
officers, as disclosed in this proxy statement; and (4)
FOR the recommendation, on
an advisory basis, of a three year frequency for holding an
advisory vote on executive compensation. 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.
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Q:
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What is a quorum and why is it necessary?
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A:
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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 and entitled to vote on May 3, 2019 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 2019 Annual Meeting.
Broker non-votes (which result when your shares are held in
“street name”, you do not tell the nominee how to vote
your shares and the nominee does not have discretion to vote such
shares or declines to exercise discretion) are treated as present
for purposes of determining whether a quorum is present at the
meeting. If there is no quorum, the chairperson of the meeting or
the stockholders entitled to vote at the meeting present at the
meeting in person or represented by proxy may adjourn the meeting
to another date.
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Q:
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What is the voting requirement to approve each of the
proposals?
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A:
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To be approved,
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 2019 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, which relates to the ratification of the appointment of
Mayer Hoffman McCann P.C., as our independent registered public
accounting firm for the year ending December 31, 2019, must receive
FOR votes from the holders of a majority of the votes cast at the
2019 Annual Meeting. Abstentions will have the same effect of a
vote against this proposal. Although none are expected to exist in
connection with Proposal 2, since this is a routine matter for
which brokers have discretion to vote if beneficial owners do not
provide voting instructions, broker non-votes, if any, will have no
effect. This vote is advisory, and therefore is not binding on us,
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 the Company and its stockholders.
To be approved,
Proposal 3, which relates to the approval, on an advisory basis, of
the compensation of our named executive officers, must receive FOR
votes from the holders of a majority of votes cast at the 2019
Annual Meeting. Abstentions will have the same effect of a vote
against this proposal. Broker non-votes will have no effect. This
vote is advisory, and therefore is not binding on us, the
Compensation Committee or our Board of Directors. Our Board of
Directors and Compensation Committee value the opinions of our
stockholders and to the extent there is any significant vote
against the named executive officers’ compensation as
disclosed in this proxy statement, we will consider our
stockholders’ concerns and the Compensation Committee will
evaluate whether any actions are necessary to address those
concerns.
To be approved,
Proposal 4, which relates to the recommendation, on an advisory
basis, of the frequency for holding an advisory vote on the
compensation of our named executive officers, the frequency
receiving the highest number of votes cast at the 2019 Annual
Meeting will be the frequency recommended by our stockholders. Only
votes for 1 YEAR, 2 YEARS or 3 YEARS will affect the outcome.
Abstentions and broker non-votes will have no effect. However,
because this vote is advisory and not binding on us, the Board of
Directors or the Compensation Committee, the Board of Directors and
Compensation Committee may decide that it is in the best interests
of our stockholders and us to hold an advisory vote on executive
compensation more or less frequently than the option approved by
our 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 2019 Annual Meeting is Proposal 2. None of our
other proposals are routine matters. Accordingly, if you do not
direct your broker how to vote for a director in Proposal 1 or how
to vote for Proposal 3, or Proposal 4, your broker may not exercise
discretion and may not vote your shares on that proposal. For
purposes of Proposal 1, Proposal 3, and Proposal 4, broker
non-votes are not considered to be “votes cast” at the
meeting and the shares represented by broker non-votes are not
“entitled to vote” at the meeting. As such, a broker
non-vote will not be counted as a vote FOR or WITHHELD with respect
to a director in Proposal 1, a vote FOR or AGAINST with respect to
Proposal 3, or a vote for a frequency of 1 YEAR, 2 YEARS or 3 YEARS
with respect to Proposal 4; and, therefore, will have no effect on
the outcome of the vote on any such proposal. 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 but will have
the same effect of a vote against Proposals 2 and 3 and will have
no effect on the outcome of proposals 1 and 4.We encourage you to
vote FOR all four (4)
proposals.
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Q:
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What should I do if I receive more than one proxy
statement?
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A:
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You may receive
more than one proxy statement. For example, if you are a
stockholder of record and your shares are registered in more than
one name, you will receive more than one proxy statement. Please
follow the voting instructions on all of the proxy statements to
ensure that all of your shares are voted.
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Q:
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Where can I find the voting results of the 2019 Annual
Meeting?
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A:
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We intend to
announce preliminary voting results at the 2019 Annual Meeting and
publish final results in a Current Report on Form 8-K, which we
expect will be filed within four (4) business days of the 2019
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 2019 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.
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Q:
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What happens if additional matters are presented at the 2019 Annual
Meeting?
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A:
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Other than the four
(4) items of business described in this proxy statement, we are not
aware of any other business to be acted upon at the 2019 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.
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Q:
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How many shares are outstanding and how many votes is each share
entitled?
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A:
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Each share of our
common stock that is issued and outstanding as of the close of
business on May 3, 2019, the record date, is entitled to be voted
on all items being voted on at the 2019 Annual Meeting, with each
share being entitled to one vote on each matter. As of the record
date, May 3, 2019, 28,818,533 shares of common stock were issued
and outstanding.
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Q:
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Who will count the votes?
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A:
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One or more
inspectors of election will tabulate the votes.
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Q:
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Is my vote confidential?
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A:
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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.
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|
Q:
|
Who will bear the cost of soliciting votes for the 2019 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 no later than February 1, 2020, to the
attention of the Corporate Secretary of Youngevity International,
Inc. at 2400 Boswell Road, Chula Vista, California 91914. If you
wish to submit a proposal (including a director nomination) at the
meeting that is to be included in next year’s proxy
materials, you must do so in accordance with YGYI’s amended
and restated bylaws (the “Bylaws”), which contain
additional requirements about advance notice of stockholder
proposals and director nominations 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”).
|
PROPOSAL
1
ELECTION
OF DIRECTORS
Directors,
Executive Officers and Other Key Employees
The Board of
Directors has nominated for annual election as director each of the
individuals identified below, all of whom are incumbent
directors.
THE
NOMINEES
|
Name
|
|
Age
|
|
Director
Since
|
|
Position
|
|
Stephan
Wallach
|
|
52
|
|
2011*
|
|
Chairman and Chief
Executive Officer
|
|
David
Briskie
|
|
58
|
|
2011
|
|
President, Chief
Financial Officer and Director
|
|
Michelle
Wallach
|
|
48
|
|
2011*
|
|
Chief Operating
Officer and Director
|
|
Richard
Renton
|
|
63
|
|
2012
|
|
Director
|
|
William
Thompson
|
|
58
|
|
2013
|
|
Director
|
|
Paul
Sallwasser
|
|
65
|
|
2017
|
|
Director
|
|
Kevin
Allodi
|
|
62
|
|
2017
|
|
Director
|
* Since 1996,
Stephan Wallach and Michelle Wallach served as directors of AL
Global Corporation, the private company that merged with and into
Javalution Coffee Company, our predecessor in 2011.
THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR SHARES FOR THE
ELECTION
OF
EACH OF THESE NOMINEES
Currently, our
Board of Directors consists of seven (7) members, all of whom are
being nominated to serve as director: Stephan Wallach, David
Briskie, Michelle Wallach, Richard Renton, William Thompson, Kevin
Allodi and Paul Sallwasser. All of the current member nominees have
been recommended for election as directors of YGYI by the
independent members of our Board of Directors meeting separately.
The Board of Directors believes that it is in YGYI’s best
interests to elect the above-described seven (7) nominees, each to
serve as a director until the next annual meeting of Stockholders
and until his successor shall have been duly elected and qualified.
All of the nominees have consented to being named in this proxy
statement and to serve as a director if elected. At the time of the
2019 Annual Meeting, if any of the nominees named above is not
available to serve as director (an event that the Board of
Directors does not currently have any reason to anticipate), all
proxies may be voted for any one or more other persons that the
independent directors of the Board of Directors designate in their
place. It is the intention of the persons named as proxies to vote
all shares of common stock for which they have been granted a proxy
for the election of each of the nominees, each to serve as a
director until the next annual meeting of stockholders and until
his successor shall have been duly elected and
qualified.
The independent
members of our Board believe that each of the nominees is highly
qualified to serve as a member of the Board and each has
contributed to the mix of skills, core competencies and
qualifications of the Board. When evaluating candidates for
election to the Board, the independent members of our Board seek
candidates with certain qualities that it believes are important,
including experience, skills, expertise, personal and professional
integrity, character, business judgment, time availability in light
of other commitments, dedication, conflicts of interest, those
criteria and qualifications described in each director’s
biography below and such other relevant factors that the
independent members of our Board consider appropriate in the
context of the needs of the Board of Directors.
DIRECTOR
INDEPENDENCE
Our common stock is
listed on the Nasdaq Capital Market (“Nasdaq”). Under
the Nasdaq listing standards, independent directors must comprise a
majority of a listed company’s Board of Directors and all
members of our Audit Committee and our Compensation Committee must
be independent. Audit Committee members must also satisfy the
independence criteria set forth in Rule 10A-3 under the Exchange
Act and Compensation Committee members must also satisfy the
independence criteria set forth in Rule 10C-1 under the Exchange
Act. Under the Nasdaq listing standards, a director will only
qualify as an “independent director” if, in the opinion
of that company’s Board of Directors, that person does not
have a relationship that would interfere with the exercise of
independent judgment in carrying out the responsibilities of a
director.
In order to be
considered to be independent for purposes of Rule 10A-3, a member
of an Audit Committee of a listed company may not, other than in
his or her capacity as a member of the Audit Committee, the Board
of Directors, or any other board committee: (1) accept, directly or
indirectly, any consulting, advisory or other compensatory fee from
the listed company or any of its subsidiaries, or (2) be an
affiliated person of the listed company or any of its
subsidiaries.
Until February 2019, we qualified as a
“controlled company” and were eligible for certain
exemptions to the Nasdaq Capital Market listing
requirements. Since ceasing to be a controlled company we
have one year in which to comply with the requirement that a
majority of our directors be “independent” under the
NASDAQ Capital Market independence standards. A majority of our
directors are not currently "independent" under the Nasdaq Capital
Market independence standards.
Our Board undertook
a review of its composition, the composition of its committees and
the independence of each director. Based upon information requested
from and provided by each director concerning his background,
employment and affiliations, including family relationships, our
Board has determined that William Thompson, Kevin Allodi and Paul
Sallwasser, representing three of our seven directors, do not have
a relationship that would interfere with the exercise of
independent judgment in carrying out the responsibilities of a
director and that each of these directors is
“independent” as that term is defined under the listing
standards of Nasdaq.
We currently have:
(1) an Audit Committee comprised of William Thompson (Chairman),
Kevin Allodi and Paul Sallwasser, each of whom are deemed to be
independent in accordance with the Nasdaq definition of
independence, satisfy the independence criteria set forth in Rule
10A-3 under the Exchange Act as well as qualify as “audit
committee financial experts” as that term is used in Item 407
of Regulation S-K; and (2) a Compensation Committee comprised of
Paul Sallwasser (Chairman) and Kevin Allodi, each of whom is deemed
to be independent in accordance with the Nasdaq definition of
independence and satisfy the independence criteria set forth in
Rule 10C-1 under the Exchange Act;.
The Board annually
determines the independence of directors based on a review by the
directors. No director is considered independent unless the Board
of Directors has determined that he or she has no material
relationship with us.
INFORMATION
ABOUT THE NOMINEES
Set forth below are
summaries of the background, business experience and descriptions
of the principal occupation for at least the past five years of
each of our current nominees for election as directors as well as
the skills, qualities, attributes, and
experience of the nominees that led the Board of Directors to
determine that it is appropriate to nominate these directors for
election to our Board.
Stephan Wallach, Chief Executive Officer and
Chairman of the Board
Mr.
Stephan Wallach was appointed to the position of Chief Executive
Officer on July 11, 2011 pursuant to the terms of the merger
agreement between Youngevity® and Javalution. He previously
served as President and Chief Executive Officer of AL Global
Corporation. He has served as a director of our company since
inception and was appointed Chairman of the Board on January 9,
2012. In 1996, Mr. Wallach and the Wallach family together launched
our Youngevity® division and served as its co-founder and
Chief Executive Officer from inception until the merger with
Javalution.
Mr.
Wallach brings to our Board of Directors executive leadership
experience as well as extensive knowledge about our business
operations, our products and the industries in which we
operate.
David Briskie, President, Chief Financial
Officer and Director
Mr.
David Briskie was appointed to the position of President on October
30, 2015 and Chief Financial Officer on May 15, 2012. Prior to
that, Mr. Briskie served as President of Commercial Development, a
position he was appointed to on July 11, 2011 pursuant to the terms
of the merger agreement between Youngevity® and Javalution.
From February 2007 until the merger he served as the Chief
Executive Officer and director of Javalution and since September
2007 has served as the Managing Director of CLR Roasters. Prior to
joining Javalution in 2007, Mr. Briskie had an 18-year career with
Drew Pearson Marketing (“DPM”), a consumer product
company marketing headwear and fashion accessories. He began his
career at DPM in 1989 as Executive Vice President of Finance and
held numerous positions in the company, including vice president of
marketing, chief financial officer, chief operating officer and
president. Mr. Briskie graduated magna cum laude from Fordham
University with a major in marketing and finance.
Mr.
Briskie brings to our Board of Directors extensive experience in
financial matters, global business experience, as well as
familiarity and knowledge regarding public companies.
Michelle G. Wallach, Chief Operating Officer and
Director
Ms.
Michelle Wallach was appointed to the position of Chief Operating
Officer on July 11, 2011 pursuant to the terms of the merger
agreement between Youngevity® and Javalution. She previously
served as Corporate Secretary and Manager of AL Global Corporation.
She has a background in network marketing, including more than 10
years in distributor management. Her career in network marketing
began in 1991 in Portland, Oregon, where she developed a
nutritional health product distributorship. In 1996, Ms. Wallach
and the Wallach family together launched our Youngevity®
division and served as its co-founder and Chief Operations Officer
from inception until the merger with Javalution. Ms. Wallach has an
active role in promotion, convention and event planning, domestic
and international training, and product development.
Ms.
Wallach brings to our Board of Directors vast experience with
network marketing as well as extensive knowledge about our business
operations, our products and the industries in which we
operate.
Richard Renton, Director
Mr.
Richard Renton was appointed to our Board of Directors on January
9, 2012, and currently serves on the Youngevity Science and
Athletic Advisory Boards. For the past 22 years, Mr. Renton owned
his own business providing nutritional products to companies like
ours. We purchase certain products from Mr. Renton’s company
WVNP, Inc. Mr. Renton attended University of Oregon and Portland
State University, earning degrees in Sports Medicine, Health,
Physical Education, and Chemistry. He has served as an Associate
Professor at PSU in Health and First Aid, and was the Assistant
Athletic Trainer for PSU, the Portland Timbers Soccer Team, and the
Portland Storm Football team.
Mr.
Renton is qualified to serve on our Board of Directors based on the
fact that he is a board-certified Athletic Trainer with the
National Athletic Trainers Association and due to his vast
understanding of nutritional products and the direct selling
industry.
William Thompson, Director
Mr.
William Thompson was appointed to our Board of Directors on June
10, 2013 and currently serves as the Chief Financial Officer of
Broadcast Company of the Americas, a radio station operator in San
Diego, California. He served as Corporate Controller for the
Company from 2011 to March 2013 and for Breach Security, a
developer of web application firewalls, from 2007 to 2010. Prior to
2007, Mr. Thompson was Divisional Controller for Mediaspan Group
and Chief Financial Officer of Triathlon Broadcasting
Company.
Mr.
Thompson is qualified to serve on our Board of Directors due to his
achievements in financial matters, his accounting expertise and his
overall business understanding.
Paul Sallwasser, Director
Mr.
Paul Sallwasser was appointed to our Board of Directors on June 5,
2017. Mr. Sallwasser is a certified public accountant, joined the
audit staff of Ernst & Young LLP in 1976 and remained with
Ernst & Young LLP for 38 years. Mr. Sallwasser served a broad
range of clients primarily in the healthcare and biotechnology
industries of which a significant number were Securities and
Exchange Commission (“SEC”) registrants. He became a
partner of Ernst & Young in 1988 and from 2011 until he retired
from Ernst & Young LLP Mr. Sallwasser served in the national
office as a member of the Quality and Regulatory Matters Group
working with regulators and the Public Company Accounting Oversight
Board (PCAOB). Mr. Sallwasser currently serves as the chief
executive officer of a private equity fund that is focused on
investing in healthcare companies in the South Florida
area.
Mr.
Sallwasser is qualified to serve on our Board of Directors due to
his status as an “audit committee financial expert,” as
defined by the rules of the SEC, and his vast audit and accounting
experience serves as the basis for his position on the Board and
its Audit Committee.
Kevin Allodi, Director
Mr.
Kevin Allodi was appointed to our Board of Directors on June 5,
2017. Mr. Allodi is currently the CEO and Co-Founder of Philo
Broadcasting, a media holding company that includes award-winning
digital content studio Philo Media and a commercial television
production company, Backyard Productions. Philo is headquartered in
Chicago with production offices in Los Angeles. Prior to joining
Philo (described above) Mr. Allodi spent ten years with the
Communications Industry Division of Computer Sciences Corporation
(NYSE:CSC) where he was VP Global Billing & Customer Care
practice. Currently, Mr. Allodi also serves as a Managing Partner
of KBA Holdings, LLC, a private equity investment firm active in
the digital media, hi-tech, alternative energy and bio-tech
industries. Mr. Allodi serves as a partner, limited partner,
director and/or advisory board member to several portfolio
companies including G2T3V LLC, uBid, Ridge Partners LLC, and is on
the Board of Directors of FNBC Bank & Trust.
Mr.
Allodi is qualified to serve on our Board of Directors due to his
executive leadership experience as well as his extensive business
and investment experience
Family Relationships
Other
than Stephan Wallach and Michelle Wallach, who are husband and
wife, none of our officers or directors has a family relationship
with any other officer or director.
Vote
Required
Provided that a
quorum is present, the nominees for director receiving a plurality
of the votes cast at the 2019 Annual Meeting in person or by proxy
will be elected.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION
OF
THESE NOMINEES AS DIRECTORS
Stockholder Communications with Directors
The Board has
established a process to receive communications from stockholders.
Stockholders may contact any member or all members of the Board,
any Board committee, or any chair of any such committee by mail. To
communicate with the Board of Directors, any individual director or
any group or committee of directors, correspondence should be
addressed to the Board of Directors or any such individual director
or group or committee of directors by either name or title. All
such correspondence should be sent “c/o Corporate
Secretary” at Youngevity International, Inc., 2400 Boswell
Road, Chula Vista, California 91914.
All communications
received as set forth in the preceding paragraph will be opened by
the office of our Secretary and the Corporate Secretary’s
office will make sufficient copies of the contents to send to each
director who is a member of the group or committee to which the
envelope or e-mail is addressed. The Board of Directors has
instructed the Corporate Secretary to forward stockholder
correspondence only to the intended recipients, and has also
instructed the Corporate Secretary to review all stockholder
correspondence and, in the Corporate Secretary’s discretion,
refrain from forwarding any items deemed to be of a commercial or
frivolous nature or otherwise inappropriate for the Board of
Directors’ consideration. Any such items may be forwarded
elsewhere in YGYI for review and possible response.
INFORMATION REGARDING THE COMMITTEES OF THE BOARD OF
DIRECTORS
Committees of the Board of Directors
The
Board of Directors has a standing Audit Committee and Compensation
Committee The following table shows the directors who are currently
members or Chairman of each of these committees.
|
Board Members
|
|
|
|
Stephan
Wallach
|
-
|
-
|
|
David
Briskie
|
-
|
-
|
|
Michelle
Wallach
|
-
|
-
|
|
Richard
Renton
|
-
|
-
|
|
William
Thompson
|
|
-
|
|
Paul
Sallwasser
|
|
|
|
Kevin
Allodi
|
|
|
Director Independence
Our Board of Directors has determined that William
Thompson, Paul Sallwasser and Kevin Allodi are each an independent
director in accordance with the definition of independence applied
by the Nasdaq Stock Market. As disclosed above, until February
2019, we qualified as a “controlled company” and were
eligible for certain exemptions to the Nasdaq Capital Market
listing requirements. Since ceasing to be a controlled
company we have one year in which to comply with the requirement
that a majority of our directors be "independent" under the Nasdaq
Capital Market independence standards. A majority of our directors
are not currently "independent" under the Nasdaq Capital Market
independence standards.
Board Committees
Audit
Committee. The Audit Committee
of the Board of Directors currently consists of William Thompson
(Chairman), Paul Sallwasser and Kevin Allodi. The functions of the
Audit Committee include the retention of our independent registered
public accounting firm, reviewing and approving the planned scope,
proposed fee arrangements and results of the Company’s annual
audit, reviewing the adequacy of the Company’s accounting and
financial controls and reviewing the independence of the
Company’s independent registered public accounting firm. The
Board has determined that William Thompson, Paul Sallwasser and
Kevin Allodi are each an “independent director” under
the listing standards of The Nasdaq Stock Market. The Board of
Directors has also determined that each of Mr. Thompson and Mr.
Sallwasser is an “audit committee financial expert”
within the applicable definition of the SEC. The Audit Committee is
governed by a written charter approved by the Board of Directors, a
copy of which is available on our website at www.ygyi.com.
Information contained on our website are not incorporated by
reference into and do not form any part of this registration
statement. We have included the website address as a factual
reference and do not intend it to be an active link to the
website.
Compensation
Committee. The Compensation
Committee of the Board of Directors currently consists of Paul
Sallwasser (Chairman) and Kevin Allodi. The functions of the
Compensation Committee include setting the compensation offered to
our executive officers and recommending to the full Board of
Directors the compensation to be offered to our directors. Both of
the members of the Compensation Committee are independent under the
listing standards of The Nasdaq Stock Market. In addition, the
members of the Compensation Committee qualify as
“non-employee directors” for purposes of Rule 16b-3
under the Exchange Act and as “outside directors” for
purposes of Section 162(m) of the Internal Revenue Code of 1986, as
amended. The Compensation Committee is governed by a written
charter approved by the Board of Directors, a copy of which is
available on our website at www.ygyi.com.
Information contained on our website
are not incorporated by reference into and do not form any part of
this registration statement. We have included the website
address as a factual reference and do not intend it to be an active
link to the website.
Board Leadership Structure
We
currently have the same person, Stephan Wallach, serving as our
Chairman of the Board and Chief Executive Officer and we do not
have a formal policy on whether the same person should (or should
not) serve as both the Chief Executive Officer and Chairman of the
Board. Mr. Briskie currently serves as our President and Chief
Financial Officer. Due to the size of our Company, we believe that
this structure is appropriate. Mr. Wallach has served as the
Chairman of the Board and Chief Executive Officer since AL Global
Corporation, the private company that he owned, merged into our
predecessor in 2011 and he served as the Chairman of the Board and
Chief Executive Officer of AL Global Corporation, since inception.
In serving as Chairman of the Board, Mr. Wallach serves as a
significant resource for other members of management and the Board
of Directors.
We believe that our
company and its stockholders are best served by having
Mr. Wallach, our Chief Executive Officer, serve as Chairman of
the Board of Directors. Mr. Wallach’s combined role as
Chairman and Chief Executive Officer promotes unified leadership
and direction for the Board of Directors and executive management,
and it allows for a single, clear focus for the chain of command to
execute our strategic initiatives and business plans.
We
do not have a separate lead director. We believe the combination of
Mr. Wallach as our Chairman of the Board and Chief Executive
Officer and Mr. Briskie as our President and Chief Financial
Officer has been an effective structure for our Company. Our
current structure is operating effectively to foster productive,
timely and efficient communication among the independent directors
and management. We do have active participation in our committees
by our independent directors. Each committee performs an active
role in overseeing our management and there are complete and open
lines of communication with the management and independent
directors.
Oversight of Risk Management
The
Board of Directors has an active role, as a whole and also at the
committee level, in overseeing management of our risks. The Board
of Directors regularly reviews information regarding our strategy,
finances and operations, as well as the risks associated with
each.
Overview
Corporate Governance Guidelines
We
are committed to maintaining the highest standards of business
conduct and corporate governance, which we believe are fundamental
to the overall success of our business, serving our stockholders
well and maintaining our integrity in the marketplace. Our
Corporate Governance Guidelines and Code of Business Conduct and
Ethics, together with our Certificate of Incorporation, Bylaws and
the charters of our Board Committees, form the basis for our
corporate governance framework. As discussed above, our Board of
Directors has established two standing committees to assist it in
fulfilling its responsibilities to us and our stockholders: the
Audit Committee and the Compensation Committee. The Board of
Directors performs the functions typically assigned to a Nominating
and Corporate Governance Committee; however, director nominees are
recommended by a majority of the independent members of the Board
of Directors meeting alone or in executive session.
Our
Corporate Governance Guidelines are designed to ensure effective
corporate governance of our Company. Our Corporate Governance
Guidelines cover topics including, but not limited to, director
qualification criteria, director responsibilities, director
compensation, director orientation and continuing education,
communications from stockholders to the Board, succession planning
and the annual evaluations of the Board and its Committees. Our
Corporate Governance Guidelines are reviewed regularly by the Board
and revised when appropriate.
Board Composition; Board Candidates
Our independent members of our Board regularly
assess the appropriate size of our Board, and whether any vacancies
on our Board are expected due to retirement or otherwise. In the
event that vacancies are anticipated, or otherwise arise, the
independent members of our Board will consider various potential
candidates who may come to their attention through current Board
members, professional search firms, stockholders or other persons.
Each candidate brought to the attention of the independent members
of our Board, regardless of who recommended such candidate, is
considered on the basis of the criteria set forth in our corporate
governance guidelines. As stated above, the independent members of
our Board will consider candidates proposed for nomination by our
significant stockholders. Director nominees are recommended for by
a majority of the independent members of the Board of Directors
meeting alone or in executive session. Stockholders may propose
candidates by submitting the names and supporting information to:
Board of Directors in care of the Corporate Secretary, Youngevity
International, Inc., 2400 Boswell, Chula Vista, California 91914.
Supporting information should include (a) the name and address of
the candidate and the proposing stockholder, (b) a comprehensive
biography of the candidate and an explanation of why the candidate
is qualified to serve as a director taking into account the
criteria identified in our corporate governance guidelines, (c)
proof of ownership, the class and number of shares, and the length
of time that the shares of our voting securities have been
beneficially owned by each of the candidate and the proposing
stockholder, and (d) a letter signed by the candidate stating his
or her willingness to serve, if elected.
BOARD
AND COMMITTEE MEETINGS
During our fiscal
year ended December 31, 2018, our Board of Directors held five (5)
meetings, our audit committee held four (4) meetings and our
compensation committee held two (2) meetings. Each of our incumbent
directors that were directors during our fiscal year ended December
31, 2018 attended no less than 75% of the meetings of the Board of
Directors and Board committees on which such director served during
2018.
DIRECTOR
ATTENDANCE AT ANNUAL MEETINGS
Our directors are
encouraged, but not required, to attend the Annual Meeting of
Stockholders.
2018
DIRECTOR COMPENSATION
The
following table sets forth information for the fiscal year ended
December 31, 2018 regarding the compensation of our directors who
at December 31, 2018 were not also named executive
officers.
|
Name
|
Fees Earned or
Paid in Cash
($)
|
|
|
|
|
Richard
Renton
|
—
|
74,239
|
—
|
74,239
|
|
William
Thompson
|
—
|
74,239
|
—
|
74,239
|
|
Paul
Sallwasser
|
—
|
74,239
|
—
|
74,239
|
|
Kevin
Allodi
|
—
|
74,239
|
—
|
74,239
|
|
(1)
|
The
amounts in the “Option Awards” column reflect the
dollar amounts recognized as compensation expense for financial
statement reporting purposes for stock options for the fiscal year
ended December 31, 2018 in accordance with FASB ASC Topic 718. The
fair value of the options was determined using the Black-Scholes
model.
|
As
of December 31, 2018, the following table sets forth the number of
aggregate outstanding option awards held by each of our directors
who were not also named executive officers:
|
Name
|
Aggregate
Number
of
Option
Awards
|
|
Richard
Renton
|
76,655
|
|
William
Thompson
|
79,155
|
|
Paul
Sallwasser
|
66,655
|
|
Kevin
Allodi
|
66,655
|
We
grant to non-employee members of the Board of Directors upon
appointment, stock options to purchase shares of our common stock
at an exercise price equal to the fair market value of the common
stock on the date of grant, and additional stock options each year
thereafter for their service. We also reimburse the non-employee
directors for travel and other out-of-pocket expenses incurred in
attending board of director and committee meetings. During 2018, we
granted each non-employee director a ten-year option to purchase
61,655 shares of our common stock at an exercise price of $4.29,
which vest during 2019. On January 9, 2019, we granted to each
non-executive member of the Board of Directors an option to
purchase 50,000 shares of our common stock, having an exercise
price of $5.56 per share, vesting upon issuance and expiring ten
(10) years from the date of the grant, unless terminated
earlier.
Code of Business Conduct and
Ethics
We have adopted a Code of Business Conduct and
Ethics that applies to all of our employees, officers and
directors. This Code of Business Conduct and Ethics constitutes a
“code of ethics” as defined by the rules of the SEC.
Copies of the code may be obtained free of charge from our
website, www.ygyi.com.
Any amendments to, or waivers from, a provision of our code of
ethics that applies to any of our executive officers will be posted
on our website in accordance with the rules of the
SEC.
Delinquent Section 16(a) Reports
Section
16 of the Exchange Act and the related rules of the Securities and
Exchange Commission require our directors and executive officers
and beneficial owners of more than 10% of our common stock to file
reports, within specified time periods, indicating their holdings
of and transactions in our common stock and derivative securities.
Based solely on a review of such reports provided to us and written
representations from such persons regarding the necessity to file
such reports, we are not aware of any failures to file reports or
report transactions in a timely manner during our fiscal year ended
December 31, 2018.
2012 Equity Compensation Plan Information
The
2012 Plan, is our only active equity incentive plan pursuant to
which options to acquire common stock have been granted and are
currently outstanding.
As
of December 31, 2018, the number of stock options and restricted
common stock outstanding under the 2012 Plan, the weighted average
exercise price of outstanding options and restricted common stock
and the number of securities remaining available for issuance were
as follows:
|
Plan category
|
Number of
securities to
be issued upon exercise/vesting of outstanding options and
restricted units
under the
2012 Plan (1)
|
Weighted-average
exercise price of
outstanding options
|
Number of
securities remaining available for
future issuance
under the 2012 Plan
|
|
Equity
compensation plan approved by stockholders under 2012
Plan
|
2,881,879
|
$4.45
|
1,077,297
|
|
Equity
compensation plan not approved by stockholders
|
-
|
-
|
-
|
|
Total
|
2,881,879
|
$4.45
|
1,077,297
|
|
|
|
|
|
_________________
(1)
Includes stock
options to purchase 2,394,379 shares of common stock with a per
share price of $4.45. Also includes 487,500 restricted common stock
units with no exercise price.
On February 23, 2017, our Board of
Directors received the approval
of our stockholders, to amend the 2012 Plan to increase the number
of shares of common stock available for grant and to expand the
types of awards available for grant under the 2012 Plan. The
amendment of the February 2017 amendment to the 2012 Plan increased
the number of shares of our common stock that may be delivered
pursuant to awards granted during the life of the 2012 Plan from
2,000,000 to 4,000,000 shares authorized (as adjusted for the
1-for-20 reverse stock split, which was effective on June 7, 2017).
On February 15, 2019, our Board of Directors received approval of
our stockholder to further amend our 2012 Plan to increase the
number of shares of our common stock that may be delivered pursuant
to awards granted during the life of the 2012 Plan from 4,000,000
to 9,000,000 shares authorized (the “2019 Amendment”).
The 2012 Plan as amended allows for the grant of: (i) incentive
stock options; (ii) nonqualified stock options; (iii) stock
appreciation rights; (iv) restricted stock; and (v) other
stock-based and cash-based awards to eligible individuals. The
terms of the awards will be set forth in an award agreement,
consistent with the terms of the 2012 Plan. No stock option is
exercisable later than ten years after the date it is
granted.
On
January 9, 2019, our Board of Directors granted (i) David Briskie
an option to purchase 541,471 shares of our common stock having an
exercise price of $5.56 per share, vested upon issuance and
expiring ten (10) years from the date of the grant, unless
terminated earlier; and (ii) to each non-executive member of the
Board of Directors an option to purchase 50,000 shares of our
common stock, having an exercise price of $5.56 per share, vesting
upon issuance and expiring ten (10) years from the date of the
grant, unless terminated earlier.
On January 9, 2019, our Board of Directors also
agreed effective as of the 21st day following the mailing of a
definitive information statement to our stockholders regarding the
2019 Amendment (the “Approval Date”), to award
an option to Stephan Wallach to
purchase 500,000 shares of our common stock, an option to Michelle
Wallach to purchase 500,000 shares of our common stock and an
option to David Briskie to purchase 458,529 shares of our common
stock, each having an exercise price equal to the fair market value
of the common stock on the Approval Date, vesting upon grant date
and expiring ten (10) years thereafter.
PROPOSAL
2
RATIFICATION
OF APPOINTMENT OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee
of the Board of Directors has selected Mayer Hoffman McCann P.C.,
an independent registered public accounting firm, to audit our
books and financial records for the year ending December 31, 2019.
We are asking our stockholders to ratify the appointment of Mayer
Hoffman McCann P.C. as our independent registered public accounting
firm for fiscal 2019.
A representative of
Mayer Hoffman McCann P.C. is expected to be present either in
person or via teleconference at the 2019 Annual Meeting and
available to respond to appropriate questions, and will have the
opportunity to make a statement if he or she desires to do
so.
Vote
Required
The affirmative
vote of a majority of the issued and outstanding shares entitled to
vote and represented at the 2019 Annual Meeting in person or by
proxy will be required to approve the ratification of the
appointment of Mayer Hoffman McCann P.C. as our independent
registered public accounting firm for fiscal 2019. Abstentions will
be counted and will have the same effect of a vote against this
proposal. Ratification of the appointment of Mayer Hoffman McCann
P.C. by our stockholders is not required by law, our bylaws or
other governing documents. As a matter of policy, however, the
appointment is being submitted to our stockholders for ratification
at the 2019 Annual Meeting. 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 our best interest and the
best interests of our stockholders.
OUR
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
RATIFICATION OF THE SELECTION OF MAYER HOFFMAN MCCANN P.C. AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR
ENDING ON DECEMBER 31, 2019.
AUDIT
COMMITTEE REPORT(1)
The Audit Committee
has reviewed and discussed our audited consolidated financial
statements as of and for the year ended December 31, 2018 with our
management and Mayer Hoffman McCann P.C., our independent
registered public accounting firm. Further, the Audit Committee has
discussed with Mayer Hoffman McCann P.C. the matters required by
applicable requirements of the Public Company Accounting Oversight
Board (“PCAOB”) and the SEC, and other applicable
regulations, relating to the firm’s judgment about the
quality, not just the acceptability, of our accounting principles,
the reasonableness of significant judgments and estimates, and the
clarity of disclosures in the consolidated financial
statements.
The Audit Committee
also has received the written disclosures and the letter from Mayer
Hoffman McCann P.C. required by PCAOB Ethics and Independence Rule
3526, Communication with Audit
Committees Concerning Independence, which relate to Mayer
Hoffman McCann P.C.’s independence from YGYI, and has
discussed with Mayer Hoffman McCann P.C. regarding its independence
from YGYI. The Audit Committee has also considered whether the
independent registered public accounting firm’s provision of
non-audit services to YGYI is compatible with maintaining the
firm’s independence. The Audit Committee has concluded that
the independent registered public accounting firm is independent
from YGYI and its management. The members of the Audit Committee
are not our employees and are not performing the functions of
auditors or accountants. Accordingly, it is not the duty or
responsibility of the Audit Committee or its members to conduct
“field work” or other types of auditing or accounting
reviews or procedures or to set auditor independence standards.
Members of the Audit Committee necessarily rely on the information
provided to them by management and the independent auditors.
Accordingly, the Audit Committee’s considerations and
discussions referred to above do not constitute assurance that the
audit of our consolidated financial statements has been carried out
in accordance with generally accepted accounting principles or that
our auditors are in fact independent.
Based on the
reviews, reports and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board
approved, that our audited consolidated financial statements for
the year ended December 31, 2018 and management’s assessment
of the effectiveness of our internal control over financial
reporting be included in our Annual Report on Form 10-K for the
year ended December 31, 2018, for filing with the SEC. The Audit
Committee has recommended, and the Board of Directors has approved
the selection of Mayer Hoffman McCann P.C. as our independent
registered public accounting firm for the year ending December 31,
2019.
Submitted by the
Audit Committee of Our Board of Directors.
|
|
Members of the
Audit Committee:
|
|
|
|
|
|
|
|
|
William
Thompson
|
|
|
Kevin
Allodi
Paul
Sallwasser
|
———————
|
1
|
The material in
this report is not “soliciting material,” is not deemed
“filed” with the SEC and is not incorporated by
reference in any filing of YGYI under the Securities Act of 1933,
as amended, or the Exchange Act, whether made before or after the
date hereof and irrespective of any general incorporation language
in any such filing.
|
Independent Registered Public Accounting Firm’s Fee
Summary
The
following table provides information regarding the fees billed to
us by Mayer Hoffman McCann P.C. for the years ended December 31,
2018 and 2017. Mayer Hoffman McCann P.C. leases substantially all
of its personnel, who work under the control of Mayer Hoffman
McCann P.C. shareholders, from wholly-owned subsidiaries of CBIZ,
Inc., including CBIZ MHM, LLC, in an alternative practice
structure. All fees described below were approved by the Board or
the Audit Committee:
|
|
|
|
|
Audit Fees and Expenses (1)
|
$746,000
|
$404,000
|
|
Audit Related Fees (2)
|
14,000
|
13,000
|
|
All
Other Fees
|
-
|
-
|
|
|
$760,000
|
$417,000
|
|
(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
additional audit services.
|
Pre-Approval Policies and Procedures
Consistent
with SEC policies regarding auditor independence, the Audit
Committee has responsibility for appointing, setting compensation
and overseeing the work of the independent registered public
accounting firm. In recognition of this responsibility, the Audit
Committee has established a policy to pre-approve all audit and
permissible non-audit services provided by the independent
registered public accounting firm.
Prior
to the engagement of the independent registered public accounting
firm for the next year’s audit, management will submit a list
of services and related fees expected to be rendered during that
year for audit services, audit-related services, tax services and
other fees to the Audit Committee for approval.
PROPOSAL
3
ADVISORY
VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION
As of December 31,
2018, we are no longer an “emerging growth company” as
defined in the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”). As a result, in accordance with the
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
(the “Dodd-Frank Act”) we are required to provide our
stockholders with the opportunity to cast an advisory vote on the
compensation of our named executive officers as disclosed in this
proxy statement in accordance with SEC rules. The advisory
stockholder vote to approve the compensation of our named executive
officers is often referred to as the “say-on-pay
vote.” This
say-on-pay vote will not be binding on us, the Board of Directors,
or the Compensation Committee.
Our Compensation
Committee continually reviews the compensation programs for our
executive officers to ensure they achieve the desired goals of
aligning our executive compensation structure with our
stockholders’ interests and current market
practices.
The Board of
Directors is asking our stockholders to indicate their support for
our named executive officers’ compensation as disclosed in
this proxy statement. This proposal gives our stockholders the
opportunity to express their views on our executive compensation.
This vote is not intended to address any specific item of
compensation, but rather the overall compensation of our named
executive officers and the philosophy, policies and practices
described in this proxy statement.
Accordingly, the
Board of Directors will ask our stockholders to vote
“FOR” the following resolution at the 2019 Annual
Meeting:
“RESOLVED, that the Company’s
stockholders approve, on an advisory basis, the compensation of the
named executive officers as disclosed in the proxy statement for
the 2019 Annual Meeting of Stockholders pursuant to the
compensation disclosure rules of the Securities and Exchange
Commission (which disclosure includes the Summary Compensation
Table for fiscal year 2018, and the other related tables and
disclosures).”
The say-on-pay vote
is advisory, and therefore is not binding on us, the Compensation
Committee or our Board of Directors. Our Board of Directors and
Compensation Committee value the opinions of our stockholders and
to the extent there is any significant vote against the named
executive officers’ compensation as disclosed in this proxy
statement, we will consider our stockholders’ concerns and
the Compensation Committee will evaluate whether any actions are
necessary to address those concerns.
Required
Vote
The affirmative
vote of the holders of a majority of the outstanding shares of the
Company’s common stock entitled to vote that are present or
represented at the meeting and voted is required to approve, on an
advisory basis, the compensation of the Company’s named
executive officers. In accordance with Delaware law, abstentions
will be counted for purposes of determining the presence or absence
of a quorum as are, broker non-votes. Abstentions will have the
same effect of a vote against this proposal and broker non-votes
will not affect the outcome of the say-on-pay vote.
OUR
BOARD OF DIRECTORS AND COMPENSATION COMMITTEE UNANIMOUSLY RECOMMEND
A VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION
OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY
STATEMENT.
PROPOSAL
4
ADVISORY
VOTE REGARDING THE FREQUENCY OF FUTURE ADVISORY VOTES
ON
EXECUTIVE
COMPENSATION
As previously
stated, as of December 31, 2018, we are no longer an
“emerging growth company” as defined in the JOBS Act.
As a result, in accordance with the Dodd-Frank Act, we are seeking
the input of our stockholders on the question of how frequently
YGYI should seek the stockholder vote to approve (on an advisory
basis) the compensation of our named executive officers. The
advisory stockholder vote to approve the compensation of our named
executive officers is often referred to as the “say-on-pay
vote”; Proposal No. 3 is such a “say-on-pay”
proposal. This Proposal No. 4 is often referred to as a
“say-on-frequency” vote.
The Dodd-Frank Act
specifies that stockholders be given the opportunity to vote on the
Company’s executive compensation programs either annually,
every two years, or every three years. Although this vote is
advisory and nonbinding, the Board of Directors will review voting
results and give consideration to the outcome of such voting.
However, because this vote is advisory and not binding on the Board
of Directors or us, the Board of Directors may decide that it is in
the best interests of our stockholders and us to hold an advisory
vote on executive compensation more or less frequently than the
option approved by our stockholders.
The Board of
Directors recognizes the value of receiving input from the
Company’s stockholders on important issues such as the
Company’s compensation programs. However, it believes that a
well-structured compensation program should include plans that
drive creation of stockholder value over the long-term rather than
focus on short term results. The three-year voting cycle allows
stockholders to review compensation over a longer period of time,
providing sufficient time to evaluate the impact of changes made in
one year where outcomes may not be immediately known. In addition,
a three-year voting cycle is more closely aligned with a
longer-term view of compensation and consistent with the vesting
period we typically use for equity awards. The Board of Directors
therefore recommends that our stockholders select “3
YEARS” when voting on the frequency of the advisory vote on
executive compensation.
Required
Vote
The option of one
year, two years, or three years that receives the highest number of
votes cast by stockholders will be the frequency for the advisory
vote on executive compensation that has been selected by
stockholders. In accordance with Delaware law, abstentions will be
counted for purposes of determining the presence or absence of a
quorum as will, broker non-votes. Abstentions and broker non-votes
will not affect the outcome of this proposal.
OUR
BOARD OF DIRECTORS AND COMPENSATION COMMITTEE UNANIMOUSLY RECOMMEND
THAT YOU VOTE FOR APPROVAL OF A 3 YEAR FREQUENCY FOR HOLDING AN
ADVISORY VOTE ON.
OTHER
MATTERS
The Board knows of
no other business that will be presented to the Annual Meeting. If
any other business is properly brought before the Annual Meeting,
proxies will be voted in accordance with the judgment of the
persons named therein.
EXECUTIVE
COMPENSATION
NARRATIVE
DISCLOSURE TO SUMMARY COMPENSATION TABLE
Overview
of Our Compensation Program
A.
Philosophy and Objectives
Our primary
objective with respect to executive compensation is to design
compensation programs that will align executives’
compensation with our overall business strategies for the creation
of stockholder value and attract, motivate and retain highly
qualified executives, drive high performance by connecting
compensation to our financial operating, and strategic goals and
results and appropriately reward high performance. To accomplish
this objective, executive compensation is reviewed annually to
ensure that compensation levels are competitive and reasonable
given our level of performance and other comparable companies with
which we compete for talent. Our executive compensation program is
designed to appropriately reward both individual and collective
performance that meets and exceeds our annual, long-term and
strategic goals. To accomplish this objective, a substantial
percentage of total compensation is variable, “at
risk”, both through cash bonus compensation and equity
compensation.
YGYI seeks to
achieve these objectives through four key compensation
elements:
|
●
|
a base
salary;
|
|
|
●
|
cash
bonuses;
|
|
|
|
●
|
equity awards;
and
|
|
●
|
benefits
|
|
|
|
The Compensation
Committee uses a simple and straightforward approach in
compensating our named executive officers in which base salary,
annual incentives and stock options are the principal components.
In addition, executives generally participate in the same benefit
programs as other full-time employees.
In order to enhance
the Compensation Committee’s ability to carry out its
responsibilities effectively, as well as maintain strong links
between executive pay and performance, the Compensation Committee
reviews compensation information for each named executive officer
which includes the following information:
|
●
|
the annual
compensation and benefit values that are being offered to each
executive;
|
|
|
●
|
the value of all
outstanding equity awards; and
|
|
|
|
●
|
the Compensation
Committee also meets with our senior management in connection with
compensation matters, and may retain and meet in executive session
with, compensation and other advisors from time to
time.
|
B.
Compensation Administration
Roles and Responsibilities of Compensation Committee
The primary purpose
of the Compensation Committee is to conduct reviews of our general
executive compensation policies and strategies and oversee and
evaluate our overall compensation structure and programs. The
Compensation Committee seeks to confirm that total compensation
paid to the Chief Executive Officer, Chief Financial Officer and
Chief Operating Officer is reasonable and competitive. All of these
responsibilities of the Compensation Committee include, but are not
limited to:
|
●
|
Establishing on an
annual basis performance goals and objectives for purposes of
determining the compensation of our Chief Executive Officer and
other senior executive officers, evaluating the performance of such
officers in light of those goals and objectives, and setting the
compensation level for those officers based on this
evaluation.
|
|
●
|
Recommending to the
Board the compensation for Board members (including retainer,
committee and committee chair’s fees, stock options and other
similar items as appropriate).
|
|
●
|
Reviewing the
competitive position of, and making recommendations to the Board
with respect to, the cash-based and equity-based compensation plans
and other programs of YGYI relating to compensation and
benefits.
|
|
●
|
Reviewing the
financial performance and the operations of our major benefit
plans.
|
|
●
|
Overseeing the
administration of our stock option and other executive compensation
plans, including recommending to the Board of Directors the
granting of options and awards under the plans, and the approval or
disapproval of the participation of individual employees in those
plans.
|
|
●
|
Reviewing and
approving for our Chief Executive Officer and other senior
executive officers material perquisites or other in-kind
benefits.
|
Additional
information regarding the Compensation Committee’s
responsibilities is set forth in its charter, which is posted on
our website at www.ygyi.com.
C.
Competitive Considerations and Components of
Compensation
In making
compensation decisions with respect to each element of
compensation, the Compensation Committee considers the competitive
market for executives and compensation levels provided by
comparable companies. The Compensation Committee regularly reviews
the compensation practices at companies with which it competes for
talent, such as businesses engaged in activities similar to those
of YGYI, including other similarly sized companies in the direct
selling business.
We provide our
named executive officer's a base salary commensurate with their
position, responsibilities and experience. In setting the base
salary, the Compensation Committee considers the scope and
accountability associated with each named executive officer’s
position and such factors as performance and experience of each
named executive officer. We design base pay to provide the
essential reward for an employee’s work, and are required to
be competitive in attracting talent. Once base pay levels are
initially determined, increases in base pay may be provided to
recognize an employee’s specific performance achievements.
The base salaries are targeted to be competitive with other similar
companies. In an effort to preserve cash, we did not provide cash
bonuses in 2017; however we did provide cash bonuses of $59,439 to
each of our Chief Executive Officer and President who also serves
as our Chief Financial Officer in 2018. In 2017 and 2018 term
equity incentive awards were an important component of the
compensation of our President who also serves as our Chief
Financial Officer and as such in 2017, we issued our
President/Chief Financial Officer 250,000 restricted stock units
vesting over a six year period and in 2018 we issued him options to
purchase 250,000 shares of common stock vesting over a three year
period. Inasmuch as our Chief Executive Officer and Chief Operating
Officer hold a significant stock ownership position in YGYI, we did
not issue to them any equity incentive awards in 2017 or 2018. On
January 9, 2019, we issued our President who also serves as our
Chief Financial Officer an option to purchase 541,471 shares of our
common stock which vested upon issuance and expires ten (10) years
from the date of the grant, unless terminated earlier. On February
5, 2019, we issued our Chief Executive Officer an option to
purchase 500,000 shares of our common stock which vested upon
issuance and expires ten (10) years from the date of the grant,
unless terminated earlier, our President who also serves as our
Chief Financial Officer an option to purchase 458,529 shares of our
common stock which vested upon issuance and expires ten (10) years
from the date of the grant, unless terminated earlier and our Chief
Operating Officer an option to purchase 500,000 shares of our
common stock which vested upon issuance and expires ten (10) years
from the date of the grant, unless terminated earlier.
We believe the
Chief Executive Officer and Chief Operating Officer’s
ownership position in YGYI, together with the long-term equity
incentive awards to our President/Chief Financial Officer,
motivates their achievement of our financial and strategic
objectives and aligns their interests with those of our
stockholders.
Role of the Chief Executive Officer and Chief Financial
Officer
Our Chief Executive
Officer, Mr. Stephan Wallach, and our President/Chief Financial
Officer, Mr. David Briskie each makes recommendations to the
Compensation Committee regarding the compensation of our other
named executive officer's. Neither participates in any discussions
or processes concerning his own compensation.
COMPENSATION
OF EXECUTIVE OFFICERS
Summary Compensation Table
The
following table sets forth a summary of cash and non-cash
compensation awarded, earned or paid for services rendered to us
during the years ended December 31, 2018 and 2017 by our
“named executive officers,” consisting of each
individual serving as (i) principal Chief Executive Officer, (ii)
our principal Chief Financial Officer, and (iii) Chief Operating
Officer.
|
|
Year
|
|
|
|
|
|
|
Stephan Wallach (1)
|
2018
|
375,000
|
59,439
|
-
|
-
|
434,439
|
|
Chief Executive Officer
|
2017
|
357,212
|
-
|
-
|
-
|
357,212
|
|
|
|
|
|
|
|
|
David Briskie (1)(2)
|
2018
|
375,000
|
59,439
|
-
|
566,500
|
1,000,939
|
|
President and Chief Financial Officer
|
2017
|
357,212
|
-
|
670,875
|
-
|
1,028,087
|
|
|
|
|
|
|
|
|
Michelle Wallach (1)
|
2018
|
214,583
|
-
|
-
|
-
|
214,583
|
|
Chief Operating Officer
|
2017
|
192,660
|
-
|
-
|
-
|
192,660
|
|
(1)
|
Mr.
Stephan Wallach, Mr. David Briskie, and Ms. Michelle Wallach have
direct and or indirect (beneficially) distributor positions in our
Corporation 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 $330,429 and $362,292 in 2018 and 2017,
respectively related to their distributor positions, which are not
included above. Mr. Briskie beneficially received $17,209 and
$19,196 in 2018 and 2017, respectively, related to his
spouse’s distributor position, which is not included
above.
|
|
(2)
|
Represents value of
restricted stock unit (“RSU”) awards determined in
accordance with FASB ASC Topic 718.
|
|
(3)
|
We
use a Black-Scholes option-pricing model (Black-Scholes model) to
estimate the fair value of the stock option grant in accordance
with FASB ASC Topic 718. Expected volatility is calculated based on
the historical volatility of the Company’s stock. The
risk-free interest rate is based on the U.S. Treasury yield for a
term equal to the expected life of the options at the time of
grant. The amounts do not represent the actual amounts paid to or
released by any of the named executive officers during the
respective periods.
|
Outstanding
Equity Awards at Fiscal Year-End
The table below
reflects all outstanding equity awards made to each of the named
executive officers that are outstanding as of December 31, 2018. We
currently grant stock-based awards pursuant to our 2012 Stock
Option Plan.
|
|
|
|
|
|
No. Of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
No. Of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
|
No.
Of Shares
or Units
of Stock
That Have Not
Vested (#)
|
Market Value
Of
Shares or
Units
of
Stock
That
Have
Not
Vested
($)
|
|
Stephan
Wallach
|
125,000(1)
|
-
|
$4.40
|
05/31/2022
|
|
|
|
|
|
|
|
|
|
|
David
Briskie
|
250,000(2)
|
-
|
$4.40
|
05/31/2022
|
|
|
|
|
50,000(3)
|
-
|
$3.60
|
10/31/2023
|
|
|
|
|
80,000(4)
|
20,000
|
$3.80
|
10/30/2024
|
|
|
|
|
100,000(5)
|
150,000
|
$5.40
|
12/27/2026
|
|
|
|
|
34,750(6)
|
215,250
|
$3.92
|
07/24/2028
|
250,000(7)
|
$1,430,000
|
|
|
|
|
|
|
|
|
Michelle
Wallach
|
125,000(8)
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-
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$4.40
|
05/31/2022
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|
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(1)
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125,000 stock
options granted on May 31, 2012, vested and
exercisable.
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(2)
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250,000 stock
options granted on May 31, 2012, vested and
exercisable.
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|
(3)
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50,000 stock
options granted on October 31, 2013, vested and
exercisable.
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|
(4)
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100,000
stock options granted on October 30,
2014, 80,000 stock options vested and are exercisable, with the
remaining option shares vesting in equal annual amounts over the
next year as of December 31, 2018.
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(5)
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250,000
stock options granted on December 27,
2016, 100,000 stock options vested and are exercisable, with the
remaining option shares vesting in equal annual amounts over the
next three years as of December 31, 2018.
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(6)
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250,000
stock options granted on July 24,
2018, 34,750 stock options vested and are exercisable, with the
remaining option shares vesting in equal annual amounts over the
next three years as of December 31, 2018.
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(7)
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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 2018 fiscal year, which was
$5.72 on December 31, 2018 (the last business day of the 2018
fiscal year.)
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(8)
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125,000 stock
options granted on May 31, 2012, vested and
exercisable.
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On
January 9, 2019, our Board of Directors approved an amendment (the
“Amendment”) to the 2012 Stock Option Plan to increase
the number of shares available for issuance thereunder from
4,000,000 shares of common stock to 9,000,000 shares of common
stock. The Amendment was also approved on January 9, 2019 by the
stockholders holding a majority of the Company's outstanding voting
securities but will not be effective until the 20th day following
the mailing of a definitive information statement to Issuer’s
stockholders regarding the Amendment.
On January 9, 2019,
we issued an option to David Briskie to purchase 541,471 shares of
our common stock at an exercise price of $5.56 per share which
vested upon grant date and expiring ten (10) thereafter. The
option award to David Briskie are not included in the table
above.
On February 5, 2019, we issued an option to
Stephan Wallach to purchase 500,000 shares of our common stock, an
option to Michelle Wallach to purchase 500,000 shares of the
Company’s common stock and an option to David Briskie to
purchase 458,529 shares of our common stock, each having an
exercise price of $7.47 per share, vesting upon grant date and
expiring ten (10) years thereafter. The options awards to
Stephan Wallach, Michelle Wallach and David Briskie are not
included in the table above.
Employment Agreements
Our
executive officers work as at-will employees. We do not have any
written employment agreements with any of our executive
officers.
Code Section 162(m) Provisions
Section
162(m) of the U.S. Internal Revenue Code, or the Code, generally
disallows a tax deduction to public companies for compensation in
excess of $1 million paid to the Chief Executive Officer or any of
the four most highly compensated officers. Performance-based
compensation arrangements may qualify for an exemption from the
deduction limit if they satisfy various requirements under Section
162(m). Although we consider the impact of this rule when
developing and implementing our executive compensation programs, we
believe it is important to preserve flexibility in designing
compensation programs. Accordingly, we have not adopted a policy
that all compensation must qualify as deductible under Section
162(m) of the Code. While our stock options are intended to qualify
as “performance-based compensation” (as defined by the
Code), amounts paid under our other compensation programs may not
qualify as such.
OTHER
INFORMATION REGARDING THE COMPANY
Security
Ownership of Certain Beneficial Owners and Management
The following table
sets forth information regarding beneficial ownership of our common
stock as of May 3, 2019 by:
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(1)
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each person or
group of affiliated persons known by us to be the beneficial owner
of more than 5% of our common stock;
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(2)
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each of our named
executive officers as of May 3, 2019;
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(3)
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each of our
directors; and
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(4)
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all of our
executive officers and directors as a group.
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We have determined
beneficial ownership in accordance with the rules of the SEC and
the information is not necessarily indicative of beneficial
ownership for any other purpose. Unless otherwise indicated below,
to our knowledge, the persons and entities named in the table have
sole voting and sole investment power with respect to all shares
that they beneficially own, subject to community property laws
where applicable. To our knowledge, no person or entity, except as
set forth below, is the beneficial owner of more than 5% of the
voting power of our common stock as of the close of business on May
3, 2019.
Under SEC rules,
the calculation of the number of shares of our common stock
beneficially owned by a person and the percentage ownership of that
person includes both outstanding shares of our common stock then
owned as well as any shares of our common stock subject to options
or warrants held by that person that are currently exercisable or
exercisable within 60 days of May 3, 2019. Shares subject to those
options or warrants for a particular person are not included as
outstanding, however, for the purpose of computing the percentage
ownership of any other person. We have based percentage ownership
of our common stock on 28,818,533 shares of our common stock
outstanding as of May 3, 2019.
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Name of
Beneficial Owner
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Number of Shares
Beneficially Owned
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|
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Executive Officers &
Directors (1)
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|
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Stephan Wallach,
Chairman and Chief Executive
Officer
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14,627,811
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(2)
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49.7%
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David Briskie,
President, Chief Financial Officer and
Director
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2,069,957
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(3)
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6.8%
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Michelle Wallach,
Chief Operating Officer and
Director
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14,625,000
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(2)
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49.7%
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Richard Renton,
Director
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75,166
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(4)
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*
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William Thompson,
Director
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64,000
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(5)
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*
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Paul Sallwasser,
Director
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154,042
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(6)
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*
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Kevin Allodi,
Director
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81,490
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(7)
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*
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All Executive
Officers & Directors, as a group (7 persons)
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17,697,466
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55.6%
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Stockholders
owning 5% or more
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Carl
Grover
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2,938,133
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(8)
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9.99%
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*less than
1%
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(1)
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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.
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(2)
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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 625,000 shares of common stock
that are exercisable within sixty (60) days of May 3, 2019 and are
included in the number of shares beneficially owned by him and
Michelle Wallach also owns options to purchase 625,000 shares of
common stock that are exercisable within sixty (60) days of May 3,
2019 and are included in the number of shares beneficially owned by
her. Stephan Wallach and Michelle Wallach have pledged 1,500,000
shares of our common stock held by them to secure the Credit
Note under a Security Agreement, dated December 13, 2018 with
Mr. Grover.
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(3)
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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 1,549,500 shares of common stocks that are exercisable
within sixty (60) days of May 3, 2019 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.
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(4)
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Richard Renton is a
director of the Company, owns 13,616 shares of common stock. Mr.
Renton also owns options to purchase an aggregate of 61,550 shares
of common stock that are exercisable within sixty (60) days of May
3, 2019.
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(5)
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William Thompson is
a director of the Company, owns options to purchase an aggregate of
64,000 shares of common stock that are exercisable within sixty
(60) days of May 3, 2019.
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(6)
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Paul 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 Warrants 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 options to purchase an aggregate of 55,000
shares of common stock that are exercisable within sixty (60) days
of May 3, 2019.
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(7)
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Kevin 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 options to
purchase an aggregate of 55,000 shares of common stock that are
exercisable within sixty (60) days of May 3,
2019.
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(8)
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Shares ownership is
based on information contained in a Schedule 13D/A filed with the
SEC on March 11, 2019. Carl Grover is the sole beneficial owner of
2,938,133 shares of common stock. Mr. Grover owns a 2014 Warrant
exercisable for 782,608 shares of common stock, a 2015 Warrant
exercisable for 200,000 shares of common stock, 2017 Warrants
exercisable for 735,030 shares of common stock, and a 2018 Warrant
exercisable for 631,579 shares of common stock, a 2018 Warrant
exercisable for 250,000 shares of common stock and a second 2018
Warrant exercisable for 250,000 shares of common stock. He also
owns 2,345,862 shares of common stock which includes 1,122,233
shares from the conversion of his 2017 Notes to common stock,
428,571 shares from the conversion of his 2015 Note to common
stock, 747,664 shares issued from the conversion of his 2014 Notes
to common stock and 47,394 shares of common stock held by him. 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 of warrants owned by
him 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, Florida 33062.
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NO
DISSENTERS’ RIGHTS
The corporate
action described in this proxy statement will not afford
stockholders the opportunity to dissent from the actions described
herein or to receive an agreed or judicially appraised value for
their shares.
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL
PERSONS
The following is a
summary of transactions since January 1, 2017 to which we have been
a party in which the amount involved exceeded $120,000 and in which
any of our executive officers, directors or beneficial holders of
more than 5% of our capital stock have or will have a direct or
indirect interest, other than compensation arrangements that are
described in the sections of this Proxy Statement entitled
“2018 Director Compensation” and “Executive
Compensation.”
FDI Realty, LLC
FDI Realty, LLC
(“FDI Realty”) was the owner and lessor of the building
previously partially occupied by the Company for its sales and
marketing office in Windham, NH until December 2015. A former
officer of the Company is the single member of FDI
Realty.
At December 31,
2017 we believed we held a variable interest in FDI Realty, for
which we were not deemed to be the primary beneficiary, and we
believed we were a co-guarantor of FDI Realty’s mortgages on
the building. During the year-ended December 31, 2018, the Company
determined that the Company no longer holds a variable interest in
FDI Realty.
2400 Boswell, LLC
2400 Boswell, LLC
(“2400 Boswell”) is the owner and lessor of the
building occupied by us for our corporate office and warehouse in
Chula Vista, CA. As of December 31, 2012, an immediate family
member of a greater than 5% shareholder of us was the single member
of 2400 Boswell and the Company was a co-guarantor of the 2400
Boswell mortgage on the leased building. During 2013 we acquired
2400 Boswell LLC for $248,000 in cash, $334,000 of debt forgiveness
and accrued interest, and a promissory note of approximately
$393,000, payable in equal payments over 5 years and bears interest
at 5.00%. Additionally, we assumed a long-term mortgage of
$3,625,000, payable over 25 years at an interest rate of 5.75%. As
of December 31, 2018, the balance on the long-term mortgage was
$3,217,000 and the balance on the promissory note was
zero.
Richard Renton
Richard Renton is a
member of the Board of Directors and owns and operates WVNP, Inc.,
a supplier of certain inventory items sold by the Company. The
Company made purchases of approximately $151,000 and $182,000 from
WVNP, Inc., for the year ended December 31, 2018 and 2017,
respectively. In addition, Mr. Renton is a distributor of the
Company was paid distributor commissions for the years ended
December 31, 2018 and 2017 approximately $363,000 and $398,000
respectively.
Carl Grover
Carl Grover, is the
beneficial owner of in excess of five percent (5%) of our
outstanding common shares, is the sole beneficial owner of
2,938,133 shares of common stock. Mr. Grover owns a 2014 Warrant
exercisable for 782,608 shares of common stock, a 2015 Warrant
exercisable for 200,000 shares of common stock and two 2017
Warrant’s exercisable for 735,030 shares of common stock. He
also owns 2,345,862 shares of common stock.
Mr. Grover acquired
two 2017 Notes in the aggregate principal amount of $5,162,000
convertible into 1,122,233 shares of common stock. On March 29,
2018, we completed our Series B Convertible Stock Offering, whereby
in accordance with the terms of the 2017 Notes, the 2017 Notes
automatically converted upon the raising a minimum of $3,000,000
from the Series B Convertible Stock Offering.
On December 13,
2018, our wholly-owned subsidiary CLR Roasters (“CLR”),
entered into a Credit Agreement with Mr. Grover (the “Credit
Agreement”) pursuant to which CLR borrowed $5,000,000 from
Mr. Grover and in exchange issued to him a $5,000,000 credit note
(“Credit Note”) secured by its green coffee inventory
under a Security Agreement, dated December 13, 2018. In connection
with the Credit Agreement, we issued to Mr. Grover a four-year
warrant to purchase 250,000 shares of our common stock, exercisable
at $6.82 per share, and four-year warrant to purchase 250,000
shares of our common stock, exercisable at $7.82 per share,
pursuant to a Warrant Purchase Agreement, dated December 13, 2018,
with Mr. Grover.
On October 23,
2018, we entered into an Exchange Agreement (the “Exchange
Agreement”) with Mr. Grover to exchange (the
“Exchange”), all amounts owed under an 8% Secured
Convertible Promissory Note (2014 Note) held by him in the
principal amount of $4,000,000 which matures on July 30, 2019 for
747,664 shares of common stock, $.001 par value, at a conversion
price of $5.35 per share and a four-year warrant to purchase
631,579 shares of common stock at an exercise price of $4.75 per
share. The Exchange Agreement was subject to shareholder approval
which was received on December 5, 2018.
On October 19,
2018, Mr. Grover exercised his right to convert all amounts owed
under the 2015 Note issued to him in the 2015 Private Placement in
the principal amount of $3,000,000 which matured on October 12,
2018, into 428,571 shares of common stock (at a conversion rate of
$7.00 per share), in accordance with its stated terms.
Paul Sallwasser
Mr. Paul Sallwasser
is a member of the board directors 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, each of which were acquired prior to the date that he
joined our Board of Directors. Mr. Sallwasser acquired in the 2017
Private Placement a 2017 Note in the principal amount of $38,000
convertible into 8,177 shares of common stock and a 2017 Warrant
exercisable for 5,719 shares of common stock, each of which were
acquired prior to the date that he joined our Board of Directors.
Mr. Sallwasser also acquired in the 2017 Private Placement in
exchange for the 2015 Note he owned, a 2017 Note in the principal
amount of $5,000 convertible into 1,087 shares of common stock and
a 2017 Warrant exercisable for 543 shares of common stock. He also
owns 67,393 shares of common stock and options to purchase an
aggregate of 116,655 shares of common stock, of which options to
purchase an aggregate of 55,000 shares of common stock have vested
and are immediately exercisable. On March 29, 2018, we completed
our Series B Convertible Stock Offering, whereby in accordance with
the terms of the 2017 Notes, the 2017 Notes would automatically
convert upon the raising a minimum of $3,000,000 from the Series B
Convertible Stock Offering.
Other
Relationship Transactions
Hernandez, Hernandez, Export Y Company
CLR, is associated
with Hernandez, Hernandez, Export Y Company
(“H&H”), a Nicaragua company, through sourcing
arrangements to procure Nicaraguan green coffee beans and in
March 2014 as part of the Siles acquisition, CLR engaged the owners
of H&H as employees to manage Siles. We made purchases of
approximately $9,891,000 and $10,394,000 from this supplier for the
years ended December 31, 2018 and 2017, respectively.
In addition, CLR
sold approximately $3,938,000 and $6,349,000 for the years ended
December 31, 2018 and 2017, respectively, of green coffee beans to
H&H Export, a Florida based company which is affiliated with
H&H.
In March 2017, we
entered a settlement agreement and release with H&H Export
pursuant to which it was agreed that $150,000 owed to H&H
Export. for services that had been rendered would be settled by the
issuance of common stock. In May 2017, we issued to H&H Export
27,500 shares of common stock in accordance with this
agreement.
In May 2017, we
entered a settlement agreement with Alain Piedra Hernandez, one of
the owners of H&H and the operating manager of Siles, who was
issued a non-qualified stock option for the purchase of 75,000
shares of our common stock at a price of $2.00 with an expiration
date of three years, in lieu of an obligation due from us to
H&H as relates to a Sourcing and Supply Agreement with H&H.
During the period ended September 30, 2017 we replaced the
non-qualified stock option and issued a warrant agreement with the
same terms. There was no financial impact related to the
cancellation of the option and the issuance of the warrant. As of
December 31, 2018, the warrant remains outstanding.
On January 15,
2019, CLR entered into the CLR Siles Mill Construction Agreement
(the “Mill Construction Agreement”) with H&H and
H&H Export, Alain Piedra Hernandez (“Hernandez”)
and Marisol Del Carmen Siles Orozco (“Orozco”),
together with H&H, H&H Export, Hernandez and Orozco,
collectively referred to as the Nicaraguan Partner, pursuant to
which the Nicaraguan Partner agreed to transfer a 45 acre tract of
land in Matagalpa, Nicaragua (the “Property”) to be
owned 50% by the Nicaraguan Partner and 50% by CLR. In
consideration for the land acquisition we issued to H&H Export,
153,846 shares of our common stock. In addition, the Nicaraguan
Partner and CLR agreed to contribute $4,700,000 toward construction
of a processing plant, office, and storage facilities
(“Mill”) on the property for processing coffee in
Nicaragua.
Compensation
of Our Current Directors and Executive Officers
For information
with respect to the compensation offered to our current directors
and executive officers, please see the descriptions under the
sections entitled “2018 Director Compensation” and
“Executive and Compensation” of this Proxy
Statement.
Related
Party Transaction Policy and Procedures
Pursuant to our
Related Party Transaction and Procedures, our executive officers,
directors, and principal stockholders, including their immediate
family members and affiliates, are prohibited from entering into a
related party transaction with us without the prior consent of our
Audit Committee or our independent directors. Any request for us to
enter into a transaction with an executive officer, director,
principal stockholder, or any of such persons’ immediate
family members or affiliates, must first be presented to our Audit
Committee for review, consideration and approval. In approving or
rejecting the proposed agreement, our Audit Committee will consider
the relevant facts and circumstances available and deemed relevant,
including, but not limited, to the risks, costs and benefits to us,
the terms of the transaction, the availability of other sources for
comparable services or products, and, if applicable, the impact on
a director’s independence. Our Audit Committee approves only
those agreements that, in light of known circumstances, are in, or
are not inconsistent with, our best interests, as our Audit
Committee determines in the good faith exercise of its
discretion.
OTHER
MATTERS
As of the date of
this Proxy Statement, the Board of Directors of YGYI knows of no
other matters to be presented for stockholder action at the 2019
Annual Meeting. However, other matters may properly come before the
2019 Annual Meeting or any adjournment or postponement thereof. If
any other matter is properly brought before the 2019 Annual Meeting
for action by the stockholders, proxies in the enclosed form
returned to YGYI will be voted in accordance with the
recommendation of the Board of Directors.
ANNUAL
REPORT/FORM 10-K
Our 2018 Annual
Report to our stockholders is being mailed to certain stockholders
concurrently with this proxy statement. Copies of our Annual Report
on Form 10-K as filed with the SEC and any amendments thereto may
be obtained without charge by writing to Youngevity International,
Inc., Attention: Corporate Secretary, 2400 Boswell Road, Chula
Vista, California 91914, or by calling us at (619) 934-3980. A
complimentary copy may also be obtained at the internet website
maintained by the SEC at www.sec.gov , and by visiting our
internet website at www.ygyi.com.
NOTICE
REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS
(“HOUSEHOLDING”
INFORMATION)
The SEC has adopted
rules that permit companies and intermediaries (e.g., brokers) to
satisfy the delivery requirements for Notices of Internet
Availability of Proxy Materials, proxy statements and annual
reports by delivering a single copy of these materials to an
address shared by two or more YGYI stockholders. This process,
which is commonly referred to as “householding,”
potentially means extra convenience for stockholders and cost
savings for companies and intermediaries. A number of brokers and
other intermediaries with account holders who are our stockholders
may be householding our stockholder materials, including this proxy
statement. In that event, a single proxy statement will be
delivered to multiple stockholders sharing an address unless
contrary instructions have been received from the affected
stockholders. Once you have received notice from your broker or
other intermediary that it will be householding communications to
your address, householding will continue until you are notified
otherwise or until you revoke your consent, which is deemed to be
given unless you inform the broker or other intermediary otherwise
when you receive or received the original notice of householding.
If, at any time, you no longer wish to participate in householding
and would prefer to receive separate Proxy Materials, please notify
your broker or other intermediary to discontinue householding and
direct your written request to receive a separate proxy statement
to us at: Youngevity International, Inc., Attention: Corporate
Secretary, 2400 Boswell Road, Chula Vista, California 91914 or by
calling us at (619) 934-3980. Stockholders who currently receive
multiple copies of the proxy statement at their address and would
like to request householding of their communications should contact
their broker or other intermediary.
STOCKHOLDER
PROPOSALS FOR THE 2020 ANNUAL MEETING
Stockholders who
intend to present proposals at the 2020 Annual Meeting under SEC
Rule 14a-8 must ensure that such proposals are received by the
Corporate Secretary of our Company not later than February 1, 2020.
Such proposals must meet the requirements of the SEC to be eligible
for inclusion in our 2020 proxy materials.
All proposals
should be addressed to the Corporate Secretary, Youngevity
International, Inc., 2400 Boswell Road, Chula Vista, California
91914.
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By Order of the
Board of Directors
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/s/ Stephan
Wallach
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Stephan
Wallach
Chairman of the
Board and CEO
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Chula Vista,
California
May 31,
2019
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YOUNGEVITY INTERNATIONAL, INC.
2400 Boswell Road
Chula Vista, California 91914
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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 June 23,
2019. 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.
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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.
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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 06/23/2019. Have your proxy card in hand
when you call and then follow the instructions.
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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.
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TO VOTE, MARK
BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ☒
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KEEP THIS PORTION
FOR YOUR RECORDS
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THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN
THIS PORTION ONLY
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For
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Withhold
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For
All
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To withhold
authority to vote for any individual
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All
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All
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Except
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nominee(s), mark
“For All Except” and write the
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The
Board of Directors recommends you vote FOR the
following:
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number(s) of the
nominee(s) on the line below.
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1.
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Proposal
1—Election of Directors
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☐
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☐
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☐
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Nominees:
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01
Stephan
Wallach
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02
David
Briskie
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03
Michelle
Wallach
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04
Richard
Renton
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05
William
Thompson
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06 Kevin
Allodi
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07
Paul
Sallwasser
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The
Board of Directors recommends you vote FOR the following Proposals
2 and 3 and for a three year frequency for Proposal 4:
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For
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Against
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Abstain
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2.
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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, 2019.
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☐
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☐
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☐
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3.
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To approve, on an
advisory basis, the compensation of our named executive officers,
as disclosed in this proxy statement.
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☐
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☐
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☐
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1 year
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2
years
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3
years
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Abstain
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4.
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To recommend, on an
advisory basis, the frequency for holding an advisory vote on
executive compensation.
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☐
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☐
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☐
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☐
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NOTE: To transact such other business as
may properly come before the meeting or any adjournments or
postponements of the meeting.
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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.
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Signature [PLEASE
SIGN WITHIN BOX]
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Date
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Signature (Joint
Owners)
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Date
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Important Notice Regarding the Availability of
Proxy Materials for the Annual Meeting: The proxy materials
and proxy statement, and Form 10-K are available at www.voteproxy.com
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— —
— — — — — — — —
— — — — — — — —
— — — — — — — —
— — — — — — — —
— — — — — — — —
— — — —
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YOUNGEVITY
INTERNATIONAL, INC.
2019
Annual Meeting of Stockholders
June
24, 2019 9:00 a.m. (Pacific Daylight Time)
This
proxy is solicited by the Board of Directors
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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 2019 Annual Meeting of Stockholders to be held at
9:00 a.m. (Pacific Daylight Time), on June 24, 2019, at the offices
of the Company, 2400 Boswell Road, Chula Vista, California 91914,
and any adjournment or postponement thereof.
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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.
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Continued
and to be signed on reverse side
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