greenbox20220830_def14a.htm

DEF 14A 1 greenbox20220830_def14a.htm FORM DEF 14A greenbox20220830_def14a.htm

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 (Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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

GREENBOX POS

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

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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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GreenBox POS

3131 Camino Del Rio North, Suite 1400

San Diego, CA 92108

Dear Stockholder:

You are invited to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of GreenBox POS (“Greenbox,” the “Company,” “we,” “us,” or “our”), which will be held on October 06, 2022 at 1:00 p.m., Pacific Daylight Time (“PDT”) as a virtual meeting. The Annual Meeting will be held in a virtual meeting format only. You will be able to attend the meeting, vote, and submit your questions via the Internet by visiting www.virtualshareholdermeeting.com/GBOX2022 and entering the control number included on your proxy card. You will not be able to attend the virtual Annual Meeting physically in person.

Attached to this letter are a Notice of Annual Meeting of Stockholders and proxy statement which describe the business to be conducted at the Annual Meeting.

YOUR VOTE IS IMPORTANT TO US. Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, we urge you to promptly submit your vote via the Internet, telephone, or mail.

On behalf of the Board of Directors and management, I would like to express our appreciation for your continued support.

Very truly yours,

Fredi Nisan

Chief Executive Officer

August 31, 2022

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OF GREENBOX POS


Date and Time:		October 06, 2022, 1:00 p.m. PDT

Place:		The Annual Meeting will be held as a virtual meeting via live webcast on the Internet. Because the meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the meeting in person. You will be able to attend the Annual Meeting, vote, and submit your questions on the day of the meeting via the Internet by visiting www.virtualshareholdermeeting.com/GBOX2022 and entering the control number included on your proxy card.

Items of Business:		• To elect seven directors to hold office until the next annual meeting and until their respective successors are elected and qualified; • To ratify the appointment of Simon & Edward, LLP as our independent registered public accounting firm for fiscal year ending December 31, 2022; • To approve, on an advisory (non-binding) basis, the compensation of our named executive officers; • To approve our Amended and Restated Articles of Incorporation, as described in this proxy statement; • To approve our Amended and Restated Bylaws, as described in this proxy statement; and • To transact other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

Record Date:		The Board of Directors set August 16, 2022 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the Annual Meeting.

Voting:		YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. You can vote your shares electronically via the Internet, by telephone, or by completing and returning the proxy card or voting instruction card if you requested paper proxy materials. Voting instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: Our annual report on Form 10-K for the year ended December 31, 2021 and the 2022 Proxy Statement are available free of charge at: www.virtualshareholdermeeting.com/GBOX2022.

By order of the Board of Directors,

Ben Errez

Chairman of the Board

August 31, 2022

TABLE OF CONTENTS

GENERAL INFORMATION	1
BOARD OF DIRECTORS	4
CORPORATE GOVERNANCE	8
PROPOSAL 1: ELECTION OF DIRECTORS	10
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	11
AUDIT COMMITTEE REPORT	12
PROPOSAL 3: APPROVAL OF THE COMPENSATION OF THE COMPANY’S EXECUTIVE OFFICERS	13
PROPOSAL 4: APPROVAL OF AMENDED AND RESTATED ARTICLES OF INCORPORATION	14
PROPOSAL 5: APPROVAL OF AMENDED AND RESTATED BYLAWS	15
EXECUTIVE COMPENSATION	16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	22
STOCKHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS	23
HOUSEHOLDING	23
ANNUAL REPORT ON FORM 10-K	23
OTHER MATTERS	24
APPENDIX A: AMENDED AND RESTATED ARTICLES OF INCORPORATION	A-1
APPENDIX B: AMENDED AND RESTATED BYLAWS	B-1
FORM OF PROXY CARD

GENERAL INFORMATION

THE ANNUAL MEETING

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of GreenBox POS (“GreenBox,” the “Company,” “we,” “us,” and “our”) will take place on October 06, 2022 at 1:00 p.m. Pacific Daylight Time (“PDT”).

This year’s Annual Meeting will be a completely virtual meeting of stockholders through an audio webcast live over the Internet. There will be no physical meeting location. The meeting will only be conducted via an audio webcast. Please go to www.virtualshareholdermeeting.com/GBOX2022 for instructions on how to attend and participate in the Annual Meeting. Any stockholder may attend and listen live to the webcast of the Annual Meeting over the Internet at such website. Stockholders as of the Record Date may vote and submit questions while attending the Annual Meeting via the Internet by following the instructions listed on your proxy card. The webcast starts at 1:00 p.m. PDT on October 06, 2022. We encourage you to access the Annual Meeting prior to the start time.

You may vote by telephone, over the Internet or by completing, signing, dating, and returning your proxy card as soon as possible in the enclosed postage prepaid envelope.

VOTING RIGHTS

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, VStock Transfer LLC, you are considered the “stockholder of record” with respect to those shares. The proxy materials will be sent to you by mail directly by us. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote on the Internet or by phone or mail as instructed in the proxy card to ensure your vote is counted.

Beneficial Owner. 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. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent on how to vote the shares in your account. Your brokerage firm, bank, or other agent will not be able to vote in the election of directors unless they have your voting instructions, so it is very important that you indicate your voting instructions to the institution holding your shares. As a beneficial owner of shares, you are also invited to attend the Annual Meeting virtually. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank, or other agent.

Only holders of the Company’s common stock as recorded in our stock register at the close of business on August 16, 2022 may vote at the Annual Meeting. On August 16, 2022, there were 44,955,509 shares of common stock issued and outstanding. As of the date of this Proxy Statement, the Company has not issued any shares of its preferred stock. Each share of common stock is entitled to one vote per share on any matter submitted to a vote of our stockholders.

ITEMS OF BUSINESS

There are five matters scheduled for a vote:

	•	Proposal 1: To elect seven directors to hold office until the next annual meeting and until their respective successors are elected and qualified;

	•	Proposal 2: To ratify the appointment of Simon & Edward, LLP as our independent registered public accounting firm for fiscal year ending December 31, 2022;

	•	Proposal 3: To approve, on an advisory (non-binding) basis, the compensation of our executive officers;

	•	Proposal 4: To approve our Amended and Restated Articles of Incorporation, as described in this proxy statement; and

	•	Proposal 5: To approve our Amended and Restated Bylaws, as described in this proxy statement.

Aside from the five proposals listed above, our board of directors (“board of directors” or the “Board”) knows of no matters to be presented at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, shares represented by all proxies received by the Board will be voted with respect thereto in accordance with the judgment of the persons appointed as proxies.

Name	Age	Position(s)
*Executive Officers*
Fredi Nisan	40	Director and Chief Executive Officer (Principal Executive Officer)
Ben Errez	61	Chairman of the Board of Directors and Executive Vice President
Drew Byelick	65	Chief Financial Officer (Principal Financial Officer)
Jacqueline Dollar	56	Chief Marketing Officer
Lindsey-Shannon Lee	37	Vice President Legal and Board Secretary
Min Wei	47	Chief Operating Officer

*Non-Employee Directors*
Genevieve Baer	44	Director
William J. Caragol	54	Director
N. Adele Hogan	60	Director
Dennis James	71	Director
Ezra Laniado	38	Director

	•	appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;

	•	discussing with our independent registered public accounting firm its independence from management;

	•	reviewing with our independent registered public accounting firm the scope and results of its audit;

	•	approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

	•	overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the Securities and Exchange Commission (“SEC”);

	•	reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements;

	•	coordinating the oversight by our Board of our code of business conduct and our disclosure controls and procedures;

	•	establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls, or auditing matters;

	•	reviewing and approving related-person transactions; and

	•	appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm.

	•	reviewing key employee compensation goals, policies, plans, and programs;

	•	reviewing and approving the compensation of our directors and executive officers;

	•	reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and

	•	appointing and overseeing any compensation consultants.

Name and Affiliation	No. of Late Reports	No. of Transaction not Filed on a Timely Basis	Known Failures to File
Ben Errez, Chairman of the Board	4	10	None
Fredi Nisan, Director and Chief Executive Officer	4	10	None
Benjamin Chung, Former Chief Financial Officer (Resigned August 16 ,2022)	1	2	None
Genevieve Baer, Director	3	9	None
William J. Caragol, Director	3	9	None
Dennis James, Director	3	6	None
Ezra Laniado, Director	4	16	None
Lindsey Lee, VP of Legal	4	19	None

	Year Ended December 31,
	2020		2021
Audit Fees(1)	$	125,000	$	372,600
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees(2)		73,200		-

Members of the Audit Committee
William J. Caragol (Chairperson)		Ezra Laniado
	Dennis James

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)(1)		Options Awards ($)(1)		All Other Compensation ($)(2)		Total ($)
Ben Errez	2021		201,545		52,500		12,708		40,009		114,953		381,710
Chairman/EVP	2020		200,099		-		-		537,500		26,275		750,846

Fredi Nisan	2021		202,959		20,000		12,708		40,009		104,686		346,357
CEO/Director	2020		200,099						537,500		13,672		751,271

Kenneth Haller	2021		-		-		-		-		-		-
SVP of Payment Systems	2020		202,492				-		-		-		202,492

Benjamin Chung	2021		213,333		-		495,000		-		961		709,294
Chief Financial Officer (3)	2020		-		-		-		-		-		-

Vanessa Luna	2021		224,109		-		-		40,002		10,899		274,998
Chief Operating Officer (4)	2020		-		-		-		-		-		-

	3.	Mr. Chung joined the Company in May 2021 and left on August 16, 2022.

	4.	Ms. Luna joined the Company in 2021 and left in March 2022.

	Option Awards(1)						Stock Awards
Name	Number of Securities Underlying Unexercised Options, Exercisable (#)		Number of Securities Underlying Unexercised Options, Not Exercisable (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
Fredi Nisan		83,333			6.06	06/01/2026		482		10.37
		3,005			13.31	06/02/2026		647		7.73
								496		10.09
								659		7.59
Vanessa Luna		3,306			12.10	06/02/2031		50,000		11.79
								41,667		8.91
								125,000		4.95

	•	base salary;

	•	annual performance-based non-equity incentive compensation;

	•	equity incentive compensation;

	•	a 401(k) retirement savings plan; and

	•	health and welfare benefits and certain limited perquisites and other personal benefits.

		Page
ARTICLE I	OFFICES	1
Section 1.	Principal Office	1
Section 2.	Other Offices	1
ARTICLE II	DIRECTORS - MANAGEMENT	1
Section 1.	Powers, Standard of Care	1
Section 2.	Number and Qualification of Directors	2
Section 3.	Election and Term of Office of Directors	2
Section 4.	Vacancies	2
Section 5.	Removal of Directors	3
Section 6.	Place of Meetings	3
Section 7.	Annual Meetings	4
Section 8.	Other Regular Meetings	4
Section 9.	Special Meetings/Notices	4
Section 10.	Waiver of Notice	4
Section 11.	Quorums	5
Section 12.	Adjournment	5
Section 13.	Notice of Adjournment	5
Section 14.	Sole Director Provided by Articles or Bylaws	5
Section 15.	Directors Action by Unanimous Written Consent	5
Section 16.	Compensation of Directors	5
Section 17.	Committees	5
Section 18.	Meetings and Action of Committees	6
Section 19.	Advisors	6
ARTICLE III	OFFICERS	6
Section 1.	Officers	6
Section 2.	Election of Officers	6
Section 3.	Subordinate Officers, Etc	6
Section 4.	Removal and Resignation of Officers	7
Section 5.	Vacancies	7
Section 6.	Chairman of the Board	7
Section 7.	President	7
Section 8.	Vice President	7
Section 9.	Secretary	8
Section 10.	Treasurer	8

ARTICLE IV	SHAREHOLDERS	8
Section 1.	Place of Meetings	8
Section 2.	Annual Meeting	9
Section 3.	Special Meetings	9
Section 4.	Notice of Meetings - Reports	9
Section 5.	Quorum	10
Section 6.	Adjourned Meeting and Notice Thereof	10
Section 7.	Waiver or Consent by Absent Shareholders	11
Section 8.	Maintenance and Inspection of Bylaws	11
Section 9.	Annual Report to Shareholders	11
Section 10.	Financial Statements	12
Section 11.	Annual List of Officers, Directors, and State Business License Application	13
ARTICLE V	AMENDMENTS TO BYLAWS	13
Section 1.	Amendment by Directors	13
Section 2.	Record of Amendments	13
ARTICLE VI	SHARES OF STOCK	13
Section 1.	Certificate of Stock	13
Section 2.	Lost or Destroyed Certificates	14
Section 3.	Transfer of Shares	14
Section 4.	Record Date	14
ARTICLE VII	DIVIDENDS	15
ARTICLE VIII	FISCAL YEAR	15
ARTICLE IX	CORPORATE SEAL	15
ARTICLE X	INDEMNITY	15
ARTICLE XI	MISCELLANEOUS	16
Section 1.	Shareholders' Agreements	16
Section 2.	Effect of Shareholders' Agreements	16

		KEEP THIS PORTION FOR YOUR RECORDS
		DETACH AND RETURN THIS PORTION ONLY


Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.


Signature [PLEASE SIGN WITHIN BOX]	Date	Signature (Joint Owners)	Date

Name and Address of Owner	Shares of Common Stock Owned Beneficially			Percent of Class

5% Holders
GreenBox POS LLC (1)		19,693,375			43.81	%


Officers and Directors
Ben Errez		10,065,390	(2) (3) (4)		42.33	%
Fredi Nisan		10,314,381	(2) (3) (5)		45.72	%
Min Wei		63,973			*
Lindsey-Shannon Lee		24,943	(6)		*
Jacqueline Dollar		50,000			*
Drew Byelick		0			*
Genevieve Baer		16,287			*
Adele Hogan		2,133			*
William J. Caragol		32,161			*
Dennis James		27,672			*
Ezra Laniado		33,456			*
Total of Officers and Directors (11 Persons)		20,357,529			45.10	%


The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5.
	For	Against	Abstain

2. To ratify the appointment of Simon & Edward, LLP as our independent registered public accounting firm for fiscal year ending December 31, 2022;	☐	☐	☐	NOTE: To transact other business that may properly come before the Annual Meeting, or any adjournments or postponements thereof.

3. To approve, on an advisory (non-binding) basis, the compensation of our named executive officers;	☐	☐	☐

4. To approve our Amended and Restated Articles of Incorporation;	☐	☐	☐

5. To approve our Amended and Restated Bylaws;	☐	☐	☐

SEC Form DEF 14A filed by Greenbox POS