On this page of StockholderLetter.com we present the latest annual shareholder letter from Fundamental Global Inc. — ticker symbol FGF. Reading current and past FGF letters to shareholders can bring important insights into the investment thesis.
FGF Shareholder/Stockholder Letter Transcript:
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 6, 2023 November 1, 2023 To Our Stockholders: You are cordially invited to attend our 2023 Annual Stockholders Meeting, which will be conducted virtually at www.virtualshareholdermeeting.com/FGF2023, on December 6, 2023 at 11:00 a.m., Eastern time, and any adjournments or postponements thereof for the following purposes: 1. To elect to the Board of Directors the six director nominees identified in the accompanying Proxy Statement, each to serve for a term as described in the Proxy Statement; 2. To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the year ending December 31, 2023; 3. To consider and act upon a non-binding advisory resolution to approve the compensation of our named executive officers; and 4. To consider and transact such other business as may properly come before the meeting or any postponement or adjournment thereof. Only stockholders of record at the close of business on October 16, 2023 are entitled to notice of, and to vote at, the Annual Meeting. Please read the Proxy Statement and vote your shares as soon as possible. Your vote is very important. Please complete, sign, date and return the accompanying proxy card, or follow the instructions on the card for voting by telephone or Internet. You may also attend the Annual Meeting and vote in person. By Order of the Board of Directors, /s/ D. Kyle Cerminara D. Kyle Cerminara Chairman of the Board IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 6, 2023: This Notice and the accompanying Proxy Statement are first being distributed or made available, as the case may be, on or about November 1, 2023, and the Company s Proxy Statement for the 2023 Annual Meeting of Stockholders and Annual Report on Form 10-K for the year ended December 31, 2022 are available at http://www.proxyvote.com. TABLE OF CONTENTS PROXY STATEMENT FOR 2023 ANNUAL MEETING OF STOCKHOLDERS ................................................ 1 QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING .......................................................................... 1 PROPOSAL 1 ELECTION OF DIRECTORS....................................................................................................... 5 CORPORATE GOVERNANCE .................................................................................................................................. 9 DIRECTOR COMPENSATION .................................................................................................................................. 14 PROPOSAL 2 RATIFICATION OF APPOINTMENT OF BDO USA, LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023 ........................................................................................................................................................................... 16 AUDIT COMMITTEE REPORT ................................................................................................................................ 17 INFORMATION ABOUT OUR EXECUTIVE OFFICERS ..................................................................................... 18 COMPENSATION OF EXECUTIVE OFFICERS .................................................................................................... 19 PROPOSAL 3 TO CONSIDER AND ACT UPON A NON-BINDING ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ............................................. 29 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ............................ 30 TRANSACTIONS WITH RELATED PERSONS ...................................................................................................... 31 OTHER MATTERS ...................................................................................................................................................... 33 HOUSEHOLDING ........................................................................................................................................................ 33 STOCKHOLDER PROPOSALS FOR PRESENTATION AT THE 2023 ANNUAL MEETING......................... 33 i FG FINANCIAL GROUP, INC. PROXY STATEMENT FOR 2023 ANNUAL MEETING OF STOCKHOLDERS This Proxy Statement is furnished in connection with the solicitation of the accompanying proxies on behalf of the Board of Directors of FG Financial Group, Inc. (the Company , we , our or us ) for use at the Company s 2023 Annual Meeting of Stockholders (the Annual Meeting ), which will be conducted virtually at www.virtualshareholdermeeting.com/FGF2023, on December 6, 2023 at 11:00 a.m., eastern time, and any adjournments or postponements of the Annual Meeting. QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING Why am I receiving these materials? At the Annual Meeting, holders of our common stock will act upon the matters described in the Notice of Meeting accompanying this Proxy Statement, including the election of directors. You are receiving this Proxy Statement and the related form of proxy because you held shares of our common stock at the close of business on the Record Date (as defined below), and the Board of Directors of the Company (the Board of Directors or Board ) is soliciting your proxy to vote at the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals for which you may vote, as described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may vote your shares as described in further detail under the heading How do I vote? below. When will these materials be mailed? The notice, this Proxy Statement, and the proxy card for stockholders of record were distributed or made available, as the case may be, beginning on or about November 1, 2023, and the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available at www.proxyvote.com. Who is entitled to vote? Stockholders of record at the close of business on October 16, 2023 (the Record Date ) are entitled to vote in person or by proxy at the Annual Meeting. As of the Record Date, 10,303,738 shares of our common stock were outstanding. Each stockholder is entitled to one vote for each share of common stock held on the Record Date. Stockholders do not have cumulative voting rights in the election of directors. For ten days prior to the Annual Meeting during normal business hours, a complete list of all stockholders of record will be available for examination by any stockholder, for any purpose germane to the Annual Meeting, by contacting the Company s Corporate Secretary at (847) 773-1665 for information regarding providing proof of eligibility to view the list. The list of stockholders will also be available at the Annual Meeting. Who can attend the Annual Meeting? All stockholders as of the Record Date, or individuals holding their duly appointed proxies, may attend the Annual Meeting. Appointing a proxy in response to our solicitation will not affect a stockholder s right to attend the Annual Meeting and to vote in person. Please note that if you hold your shares in street name (in other words, through a broker, bank, or other nominee), you will need to bring a proxy, executed in your favor, from the holder of record (the broker, bank or other nominee) to gain admittance to the Annual Meeting. What is the difference between a stockholder of record and a beneficial owner? If your shares are registered directly in your name with our transfer agent, VStock Transfer, LLC, then you are a stockholder of record. The accompanying proxy card has been provided directly to you by the Company. You may vote by ballot at the Annual Meeting or vote by proxy. To vote by proxy, complete, sign, date and return the enclosed proxy card or follow the instructions on the proxy card for voting by telephone or Internet. 1 If your shares are held for you by a broker, bank or other nominee (that is, held in street name ), then you are not a stockholder of record. Rather, the broker, bank or other nominee is the stockholder of record, and you are the beneficial owner of the shares. The accompanying voting instruction card has been forwarded to you by the broker, bank or other nominee. If you complete and properly sign the voting instruction card and return it in the appropriate envelope, or follow the instructions on the voting instruction card for voting by telephone or Internet, the broker, bank or other nominee will cause your shares to be voted in accordance with your instructions. If you are a beneficial owner of shares and wish to vote in person at the Annual Meeting, then you must obtain a proxy, executed in your favor, from the holder of record (the broker, bank or other nominee). What constitutes a quorum? A majority of the 10,303,738 shares of common stock outstanding on the Record Date must be represented, in person or by proxy, to provide a quorum at the Annual Meeting. If you vote, your shares will be part of the quorum. Shares represented by a properly executed proxy card that is marked ABSTAIN or returned without voting instructions will be counted as present for the purpose of determining whether the quorum requirement is satisfied. Also, shares held of record by a broker, bank or other nominee who has not received voting instructions from the beneficial owner of the shares and votes on matters without discretionary authority to do so ( broker non-votes ) will be counted as present for quorum purposes. However, although broker non-votes and abstentions are considered as present for purposes of establishing a quorum, we believe broker non-votes and abstentions will not be considered as votes cast for or against a proposal or director nominee. Once a share is represented at the Annual Meeting, it will be deemed present for quorum purposes throughout the Annual Meeting (including any postponement or adjournment thereof unless a new record date is or must be set for such postponement or adjournment). What is the purpose of the meeting? The principal purposes of the Annual Meeting are to (i) elect the six director nominees named in this Proxy Statement to the Company s Board of Directors, each to serve for a term as described in this Proxy Statement, (ii) ratify the appointment of BDO USA, LLP as the Company s independent registered public accounting firm for the year ending December 31, 2023, (iii) consider and act upon a non-binding, advisory resolution to approve the compensation of our named executive officers, and (iv) transact such other business as may properly come before the meeting or any postponement or adjournment thereof. How do I vote? If you are a holder of record, you can vote either in person at the Annual Meeting or by proxy without attending the Annual Meeting. We urge you to vote by proxy even if you plan to attend the Annual Meeting so that we will know as soon as possible that enough votes will be present for us to hold the meeting. If you attend the meeting and vote in person, your previously submitted proxy will be revoked and will not be counted. You can vote by proxy using any of the following methods: Voting by Telephone or Internet. If you are a holder of record, you may vote by proxy by using either the telephone or Internet methods of voting. Proxies submitted by telephone or through the Internet must be received by 11:59 p.m., Eastern Time, on December 5, 2023. Please see the proxy card for instructions on how to access the telephone and Internet voting systems. Voting by Proxy Card. Each stockholder of record may vote by completing, signing, dating and promptly returning the accompanying proxy card in the self-addressed stamped envelope provided. When you return a properly executed proxy card, the shares represented by your proxy will be voted as you specify on the proxy card. Your proxy card must be received prior to the Annual Meeting to be counted. The proxies named in the enclosed form of proxy and their substitutes will vote the shares represented by the enclosed form of proxy, if the proxy appears to be valid on its face, and, where a choice is specified by means of the ballot on the form of proxy, will vote in accordance with each specification so made. If you hold your shares in street name, you must either direct the broker, bank, or other nominee as to how to vote your shares, or obtain a proxy from the broker, bank, or other nominee, executed in your favor, to vote at the meeting. Please refer to the voter instruction cards provided by your broker, bank, or other nominee for specific instructions on methods of voting, including by telephone or using the Internet. 2 What does it mean if I receive more than one proxy card? You will receive separate proxy cards when you own shares in different ways. For example, you may own shares individually, as a joint tenant, in an individual retirement account, in trust or in one or more brokerage accounts. You should complete, sign, date and return each proxy card you receive or follow the telephone or Internet voting instructions on each card. The instructions on each proxy card may differ. Be sure to follow the instructions on each card. Can I change my vote or instruction? Yes. If you are a stockholder of record, you may revoke your proxy or change your vote, regardless whether previously submitted by mail or via the Internet or by telephone, by (i) delivering a signed written notice stating that you revoke your proxy to the attention of the Corporate Secretary of the Company, at 104 S. Walnut Street, Unit 1A, Itasca, IL 60143, that bears a later date than the date of the proxy you want to revoke and is received prior to the Annual Meeting, (ii) submitting a valid, later-dated proxy via the Internet or by telephone before 11:59 p.m., Eastern Time, on December 5, 2023, or by mail that is received prior to the Annual Meeting, or (iii) attending the Annual Meeting (or, if the Annual Meeting is postponed or adjourned, attending the postponed or adjourned meeting) and voting in person, which automatically will cancel any proxy previously given, or revoking your proxy in person, but your attendance alone at the Annual Meeting will not revoke any proxy previously given. If you hold your shares in street name through a broker, bank, or other nominee, you must contact your broker, bank or other nominee to change your vote through new voting instructions or, if you wish to change your vote in person at the Annual Meeting, obtain a written legal proxy from the bank, broker or other nominee to vote your shares. What happens if I submit a proxy card and do not give specific voting instructions? If you are a stockholder of record and sign and return the proxy card without indicating your voting instructions, your shares will be voted in accordance with the recommendations of the Board of Directors. With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion. As of the filing date of this Proxy Statement, we did not know of any other matter to be raised at the Annual Meeting. What happens if I do not submit a proxy card and do not vote by telephone or Internet or do not submit voting instructions to my broker, bank or other nominee? If you are a stockholder of record and you neither designate a proxy nor attend the Annual Meeting, your shares will not be represented at the meeting. If you are a beneficial owner and do not provide voting instructions to your bank, broker or other nominee, then, under applicable rules, the broker, bank or other nominee that holds your shares in street name may generally vote on routine matters but cannot vote on non-routine maters. If the broker, bank, or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter , the broker, bank or other nominee will inform the inspector of election for the Annual Meeting that it does not have the authority to vote on the matter with respect to your shares. This is generally referred to as a broker non-vote. Which voting matters are considered routine or non-routine ? We believe that Proposal 1 regarding the election of directors and Proposal 3 regarding the non-binding, advisory resolution to approve the compensation of our named executive officers are considered non-routine matters under applicable rules. Therefore, a broker, bank or other nominee cannot vote on such proposals without voting instructions from the beneficial owners, and there may be broker non-votes in connection with Proposals 1 and 3. We believe that Proposal 2 concerning the ratification of the appointment of BDO USA, LLP as the Company s independent registered public accounting firm for the year ending December 31, 2023, is considered a routine matter under applicable rules. Therefore, a broker, bank or other nominee may generally vote on these matters, and there will be no broker non-votes in connection with Proposal 2. 311/2/2023 Letter Continued (Full PDF)