DEFA14A 1 d427211defa14a.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

 

Filed by Registrant þ  
     
Filed by Party other than Registrant ☐  
     
Check the appropriate box:    

 

o Preliminary Proxy Statement o Confidential, for Use of the Commission
      Only (as permitted by Rule 14a-6(e)(2))
     
o Definitive Proxy Statement þ Definitive Additional Materials
     
o Soliciting Materials Pursuant to §240.14a-12    

 

VerifyMe, 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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☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
     
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  (2) Aggregate number of securities to which transaction applies:
  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
    $_____ per share as determined under Rule 0-11 under the Exchange Act.
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☐ Fee paid previously with preliminary materials.

 

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

 

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Your Vote Counts! VERIFYME, INC. 2021 Annual Meeting Vote by June 9, 2021 11:59 PM ET VERIFYME, INC. 75 S. CLINTON AVE., SUITE 510 ROCHESTER, NY 14604 D52220-P55380 You invested in VERIFYME, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on June 10, 2021. Get informed before you vote View the Notice and Proxy Statement and Annual Report on Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 27, 2021. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.ProxyVote.com Control # Vote Virtually at the Meeting* June 10, 2021 10:00 AM EDT Smartphone users Point your camera here and vote without entering a control number Virtually at: www.virtualshareholdermeeting.com/VRME2021 *Please check the meeting materials for any special requirements for meeting attendance. V1 Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Board Recommends Voting Items 1. Election of Directors Nominees: For 01) Chris Gardner 02) Marshall Geller 03) Howard Goldberg04) Scott Greenberg 05) Arthur Laffer 06) Patrick White 2. To approve, on an advisory basis, the compensation of our named executive officers (“Say-on-Pay”). For 3. To approve the Company’s 2021 Stock Purchase Plan. For 4. To ratify the appointment of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. For NOTE: To transact such other business as may properly come before the Annual Meeting or at any adjournment of the meeting. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. D52221-P55380