DEF 14A 1 m424220def14a.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.)

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VerifyMe, Inc.

(Name of Registrant as Specified in its Charter)

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

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VERIFYME, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 9, 2022

The annual meeting of stockholders (the “Annual Meeting”) of VerifyMe, Inc. will be held on Thursday, June 9, 2022, at 12:00 p.m., Eastern Time. The Annual Meeting will be conducted as a virtual meeting of stockholders by means of a live webcast. We believe that hosting a virtual meeting will enable greater stockholder participation from any location. You will be able to participate in the virtual annual meeting, vote your shares and submit questions during the annual meeting via the internet by visiting www.virtualshareholdermeeting.com/VRME2022. There will not be a physical meeting location and you will not be able to attend the Annual Meeting in person. As always, we encourage you to vote your shares prior to the meeting.

The Annual Meeting is being held for the following purposes, which are more fully described in the accompanying proxy statement:

to elect seven directors;

to approve the amendment to the Company’s 2020 Equity Incentive Plan to increase the authorized number of shares available for future issuance under the plan by 1,000,000 shares;

to ratify the appointment of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

to transact such other business as may properly come before the Annual Meeting or at any adjournment of the meeting.

Our board of directors has fixed the close of business on April 13, 2022, as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment of the Annual Meeting.

We are following the Securities and Exchange Commission’s “e-proxy” rules that allow public companies to furnish proxy materials to stockholders over the internet. The “e-proxy” rules remove the requirement for public companies to automatically send stockholders a full, printed copy of proxy materials and allow them instead to deliver to their stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) and to provide online access to the documents. The Notice of Internet Availability provides instructions on how to view our proxy materials for the Annual Meeting on the internet and vote, and request a printed copy of the proxy materials. These “e-proxy” rules allow us to provide you with the information you need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.

	By Order of the Board of Directors


	Patrick White Chief Executive Officer

Rochester, New York

April 25, 2022

Your Vote is Important. Whether or not you expect to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote by the internet, by telephone, or, if you requested and received paper copies of the proxy materials by mail, by mailing a proxy card or voting instruction form. We encourage you to vote using the internet, as it is the most cost-effective way to vote. Even if you have voted by internet, telephone or proxy card, you may still vote via the internet if you attend the virtual meeting. If you own your shares through a broker we encourage you to follow the instructions provided by your broker about how to vote. Unless you provide your broker with voting instructions, your broker cannot vote your shares on non-discretionary items such on the proposal to elect the seven director nominees, or the proposal for the amendment of the 2020 Equity Incentive Plan.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDERS MEETING TO BE HELD ON JUNE 9, 2022

Our proxy statement and Annual Report to Stockholders are available online at www.proxyvote.com

TABLE OF CONTENTS

PROXY STATEMENT	1
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	1
PROPOSAL ONE: ELECTION OF DIRECTORS	8
MANAGEMENT AND EXECUTIVE OFFICERS	15
EXECUTIVE COMPENSATION	17
DIRECTOR COMPENSATION	20
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS	22
PROPOSAL TWO: APPROVAL OF THE FIRST AMENDMENT TO THE 2020 EQUITY INCENTIVE PLAN	24
PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	33
REPORT OF THE AUDIT COMMITTEE	34
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	35
OTHER MATTERS	36
APPENDIX A: FIRST AMENDMENT TO THE VERIFYME, INC. 2020 EQUITY INCENTIVE PLAN	A-1

Proposal	Description	Vote Required
One	Election of the seven directors	Plurality of the votes of the shares cast at the Annual Meeting

Two	Approval of amendment to the 2020 Equity Incentive Plan to increase the authorized number of shares available for future issuance under the plan by 1,000,000 shares	Affirmative vote of a majority of the shares cast on the proposal

Three	To ratify the appointment of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022	Affirmative vote of a majority of the shares cast on the proposal

Chris Gardner
Age: 68		Independent Director

Director since: May 2019		Board Committee: Nominating and Corporate Governance (Chair)
Mr. Gardner is an international best-selling author and award-winning film producer. Mr. Gardner was a Senior Advisor to Wisdom Tree Investments, Inc. (NASDAQ:WETF), an exchange-traded fund, from June 2018 to June 2020. From October 2010 until April 2016, he was the Ambassador of Happyness for AARP, a nonprofit organization dedicated to empowering Americans age 50 and older. Mr. Gardner established the institutional brokerage firm of Gardner Rich and Company in 1989 that closed in December 2012.

Experience and Qualifications		`
Mr. Gardner’s entrepreneurial experience and network of relationships which we believe are valuable assets to the Company and its growth give him the qualifications, skills and financial expertise to serve on our board of directors.


Marshall Geller
Age: 83		Non-Executive Vice Chairman of the Board

Director since: July 2017		Board Committee: Audit; Nominating and Corporate Governance; Executive; Mergers & Acquisitions (Chair)
Mr. Geller was a director and a member of the audit committee of GP Strategies Corporation (formerly NYSE:GPX) from 2002 until October 2021. Mr. Geller was a director of Wright Investors’ Service Holdings Inc. (OTCMKT:WISH), formerly National Patent Development Corporation, from January 2015 until October 2018. He is currently a Director and member of the audit committee of G3 VRM Acquisition Corp. (Nasdaq:GGGV) since 2021. He is also currently a Director of Easy Smart Pay, a public-private partnership of the California State Association of Counties Finance Corporation. Mr. Geller formerly served as a director of California Pizza Kitchen, Inc., (formerly Nasdaq:CPKI) from 2008 until 2011, and Hexcel Corporation (NYSE:HXL) from 1994 until 2003. Mr. Geller was a founder of St. Cloud Capital, a Los Angeles based private equity fund, and Senior Investment Advisor from December 2001 until September 2017. He has spent more than 50 years in corporate finance and investment banking, including 21 years as a Senior Managing Partner of Bear, Stearns & Co., with oversight of all operations in Los Angeles, San Francisco, Chicago, Hong Kong and the Far East. Mr. Geller is currently on the Board of Directors of UCLA Health System and on the Board of Governors of Cedars Sinai Medical Center, Los Angeles. Mr. Geller also serves on the Dean’s Advisory Council for the College of Business & Economics at California State University, Los Angeles.

Experience and Qualifications
Mr. Geller’s financial and business experience, including as a managing partner of a private equity fund, and his many years of experience and expertise as an investor in and adviser to companies in various sectors as well as his experience with serving on the boards of directors of other public and private corporations give him the qualifications, skills and financial expertise to serve on our board of directors.


Howard Goldberg
Age: 76		Lead Independent Director

Director since: July 2017		Board Committee: Audit; Compensation; Nominating and Corporate Governance; Executive; Mergers & Acquisition
Mr. Goldberg has served as our Lead Independent director during 2020, having served from time to time in that capacity. From 2003 through 2005, Mr. Goldberg served as a part-time consultant to Laser Lock Technologies, Inc., the predecessor to VerifyMe, and provided consulting service to us again from 2016 through December 2017. Mr. Goldberg has been a private investor in both real estate and start-up companies and has provided consulting services to start-up companies since 1999. From 1994 through 1998, Mr. Goldberg served as President, CEO and board member of Player’s International, a publicly traded company in the gaming business prior to its sale to Harrah’s Entertainment Inc. Mr. Goldberg served on the Board of Directors and Audit Committee of Imall Inc., a publicly traded company that provided on-line shopping prior to its sale to Excite-at-Home. Mr. Goldberg served as a member of the Board of Directors and the Audit Committee of the Shelbourne Entities from August 2002 until their liquidation in April 2004. Mr. Goldberg served as a member of the Board of Trustees of Winthrop Realty Trust, a publicly traded real estate investment trust, from December 2003 to August 2016 when Winthrop’s assets were transferred to a liquidating trust. Mr. Goldberg was a member of Winthrop’s Audit Committee and Nominating and Corporate Governance Committee and was its lead independent trustee. Mr. Goldberg served as a trustee for Winthrop Realty Liquidating Trust until December 2019 when it was finally liquidated. Mr. Goldberg was a director of New York REIT, Inc. from March 2017 until October 2018, when it converted to a limited liability company called New York REIT LLC. Since October 2018, Mr. Goldberg has been a manager of New York REIT LLC. Mr. Goldberg has a law degree from New York University and was previously the managing partner of a New Jersey law firm where he specialized in gaming regulatory law and real estate from 1970 through 1994.

Experience and Qualifications
Mr. Goldberg’s experience as a director of other public companies and his legal expertise gives him the qualifications, skills and financial expertise to serve on our board of directors.


Scott Greenberg
Age: 65		Executive Chairman of the Board

Director since: November 2019		Board Committee: Executive; Audit (Chair); Compensation; Mergers & Acquisitions
Mr. Greenberg served as the Chairman of the Board of Directors of GP Strategies Corporation (NYSE:GPX) from August 2018 until October 2021 when it was acquired by Learning Technologies Group. He previously served as Chief Executive Officer of GP Strategies from April 2005 until July 2020. He was also the President of GP Strategies from 2001 to 2006, Chief Financial Officer from 1989 until 2005, Executive Vice President from 1998 to 2001, Vice President from 1985 to 1998, and held various other positions with GP Strategies since 1981. Mr. Greenberg was also a Director of Wright Investors’ Service Holdings, Inc. (OTCMKT:WISH), formerly National Patent Development Corporation, from 2004 to 2015.

Experience and Qualifications
Mr. Greenberg’s significant experience and expertise in management, acquisitions and strategic planning, as well as many years of finance and related transactional experience give him the qualifications, skills and financial expertise to serve on our board of directors.


Arthur Laffer
Age: 81		Independent Director

Director since: March 2019		Board Committee: Compensation (Chair)
Dr. Laffer is the founder and chairman of Laffer Associates, an institutional economic research and consulting firm. Dr. Laffer has served as a director of NexPoint Residential Trust Inc. (NYSE:NXRT) since May 2015, NexPoint Real Estate Finance Inc. (NYSE:NREF) since February 2020, and Melt Pharmaceuticals, Inc. since February 2022. He was a director of EVO Transportation & Energy Services, Inc. (OTCPINK:EVOA) from August 2018 to December 2019 and the GEE Group Inc. (NYSE American:JOB) from January 2015 to March 2020. Dr. Laffer’s economic acumen and influence in triggering a world-wide tax-cutting movement in the 1980s have earned him the distinction in many publications as “The Father of Supply-Side Economics.” Dr. Laffer was a member of President Reagan’s Economic Policy Advisory Board for both of his two terms (1981-1989). Dr. Laffer also advised Prime Minister Margaret Thatcher on fiscal policy in the UK during the 1980s. In the early 1970s, Dr. Laffer was the first to hold the title of Chief Economist at the Office of Management and Budget under George Shultz. Additionally, Dr. Laffer served as Charles B. Thornton Professor of Business Economics at the University of Southern California and as Associate Professor of Business Economics at the University of Chicago. In June 2019, Dr. Laffer received the Presidential Medal of Freedom.

Experience and Qualifications
Dr. Laffer’s expertise in economics and his experience as a director of multiple companies give him the qualifications, skills and financial expertise to serve on our board of directors.

Adam H Stedham
Age: 53		Independent Director

Director since: April 2022		Board Committee: Audit (Chair); Compensation
Mr. Stedham is a senior executive of Learning Technologies Group plc and is CEO of GP Strategies and has served as CEO since June 2020. He also served as President from November 2017 to October 2021. Mr. Stedham joined GP Strategies in 1997, after 6 years as a nuclear reactor operator in the US Navy. He has held roles of increasing responsibility during his tenure, including leading operational service lines, directing acquisitions and divestitures, heading business development, and managing the Asia-Pacific region. He is also on the board of directors of GP Strategies and is the Chairman of the Board of Global Connections for Women, a non-profit organization. Mr. Stedham has significant expertise in business strategy, mergers and acquisitions, learning and performance innovation, global operations, and strategic relationship management. He holds a Master of Business Administration from Anderson University, Master’s of Education from University of Pennsylvania, and Master’s in Adult & Community Education from Ball State University.

Experience and Qualifications
Mr. Stedham’s prior experience as the chief executive officer and president of a public company gives him the qualifications, skills to serve on our board of directors.

Patrick White
Age: 69		Chief Executive Officer, Director

Director since: July 2017
Mr. White has served as our Chief Executive Officer since August 2017. Mr. White founded Document Security Systems, Inc. (NYSE:DSS), a technology company, serving as its Chief Executive Officer and director from August 2002 until December 2012 and as its business consultant from 2012 to March 2015. He has been a director of Box Score Brands, Inc. (formerly, U-Vend, Inc.) since 2009. Mr. White was a Financial Adviser for the Monroe County Government from April 2016 until May 2017. Mr. White worked as an independent consultant from March 2015 until March 2016. Mr. White was a consultant to the Company from June 2017 through August 2017, when he was appointed President and Chief Executive Officer.

Experience and Qualifications
Mr. White’s prior experience as the chief executive officer of a public company gives him the qualifications and skills to serve on our board of directors

Committee Name	Number of Meetings Held	Committee Members
Audit	4	Mr. Geller Mr. Goldberg Mr. Greenberg ⁽¹⁾
Compensation	2	Mr. Goldberg Mr. Greenberg Mr. Laffer ⁽¹⁾
Nominating and Corporate Governance Committee	1	Mr. Gardner ⁽¹⁾ Mr. Geller Mr. Goldberg
Executive	2	Mr. Greenberg ⁽¹⁾ Mr. Geller Mr. Goldberg
Mergers & Acquisitions Committee⁽²⁾	1	Mr. Geller ⁽¹⁾ Mr. Greenberg
		Mr. Goldberg

Board Diversity Matrix (as of April 13, 2022)
Total Number of Directors: 7
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors		7
Part II: Demographic Background
Black or African American		1
Asian
White		6
Did not Disclose Demographic Background

Name and Principal Position	Year		Salary ($)		Stock Awards ($) ⁽¹⁾			Option Awards ($)⁽¹⁾			All Other Compensation ($)⁽²⁾		Total Compensation ($)
Patrick White		2021		280,000		-			-			17,344	297,344
CEO		2020		186,629⁽³⁾		375,600	⁽³⁾		90,563	⁽⁴⁾		14,400	667,192

Keith Goldstein⁽⁵⁾		2021		195,667		43,500			-75,366	⁽⁶⁾		14,400	328,933
President & COO		2020		174,000		17,750			78,283			14,400	284,433

Margaret Gezerlis		2021		156,667		21,100			-			12,480	190,247
EVP & CFO		2020		138,640		17,750			13,716			12,000	182,106

(1)	Represents the grant date fair value of the option award, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation,” or ASC 718. The assumptions used in calculating the grant date fair value of the option awards are set forth in Note 1 of the financial statements to our Form 10-K for the year ended December 31, 2021.
(2)	The amounts shown in this column reflect amounts paid by us to or on behalf of each named executive officer for medical insurance reimbursement and company matching contributions to 401(k).
(3)	Pursuant to Mr. White’s Employment Agreement and Amendments to the Employment Agreement, $50,000 of his annual salary was deferred for each year of the three-year term beginning August 15, 2017, for a total deferred salary of $150,000. In lieu of a cash payment the Company issued Restricted Stock awards to Mr. White in the amount equal to his total deferred compensation. See “Employment and Consulting Agreements with Named Executive Officers” below. Includes the aggregate grant date fair value of the restricted stock awards granted to Mr. White for his service as a CEO, and in lieu of his deferred annual salary, calculated in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the restricted stock awards are set forth in Note 1 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.
(4)	Represents the change in fair value by applying FASB ASC 718 “Compensation—Stock Compensation” modification accounting for a three-year extension on the expiration for 140,000 options previously granted to Mr. White, now expiring August 15, 2025. All other terms with respect to the options remained the same.
(5)	Prior to the employment agreement entered into on February 15, 2022, we had a consulting agreement with POC Advisory Group, LLC, of which Mr. Goldstein is the managing member, pursuant to which Mr. Goldstein served as the Company’s acting Chief Operating Officer. The Company compensated POC Advisory Group, LLC for Mr. Goldstein’s time at a rate of $14,500 per month in January and February 2021, then $16,668 per month starting in March 2021.
(6)	Represents the change in fair value by applying FASB ASC 718 “Compensation-Stock Compensation” modification accounting for a three-year extension on the expiration for 80,000 options previously granted to Mr. Goldstein. All other terms with respect to the options remain the same.

	Option Awards			Stock Awards


Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($) ⁽¹⁾
Patrick White	140,000	3.50	8/15/2025	-	-
	10,000	7.00	8/14/2025	-	-
Keith Goldstein	20,000 ⁽²⁾	10.51	3/1/2025	2,500	7,938
	40,000 ⁽²⁾	2.00	3/1/2025	-	-
	20,000 ⁽²⁾	9.75	4/5/2024	-	-
Margaret Gezerlis	4,000	3.50	1/7/2025	2,500	7,938
	2,000	16.05	11/15/2023	-	-

Name	Stock Units ($)⁽¹⁾	Stock Awards ($)⁽²⁾	All Other Compensation ($)	Total Compensation ($)
Norman Gardner	-	300,000	187,000⁽³⁾	487,000
Howard Goldberg	197,240	-	-	197,240
Marshall Geller	221,525⁽⁴⁾	-	-	221,525
Dr. Arthur Laffer	197,240	-	-	197,240
Christopher Gardner	197,240	-	-	197,240
Scott Greenberg	221,525⁽⁴⁾	-	-	221,525

(1)	Amounts reported represent the aggregate grant date fair value of units granted without regards to forfeitures granted to the independent members of our board of directors during 2021, computed in accordance with ASC 718. This amount does not reflect the actual economic value realized by the director. The assumptions used in calculating the grant date fair value of the option awards are set forth in Note 1 to our audited financial statements for the year ended December 31, 2021.

(2)	Represents the aggregate grant date fair value of the restricted stock awards granted in 2021.

(3)	Pursuant to his retirement agreement dated April 15, 2021, Mr. Gardner received a monthly consulting fee of $14,583.33 and was reimbursed $1,000 a month for health insurance and other medical expenses.

(4)	Includes the aggregate grant date fair value of SPAC restricted stock units to Directors also serving as directors of G3 VRM Holding LLC. Includes restricted stock units in the SPAC (“SPAC RSUs”), vesting upon the initial business combination of the SPAC, subject to continuous service to the Company through the vesting date. The Company accounts for the SPAC RSUs under ASC 815 Derivatives and Hedging.

Name	Aggregate Number of Unexercised Option Awards Outstanding at December 31, 2021
Norman Gardner		90,000⁽¹⁾
Chris Gardner		20,000⁽²⁾
Marshall Geller		23,000⁽³⁾
Howard Goldberg		25,000⁽⁴⁾
Scott Greenberg		10,000⁽²⁾
Arthur Laffer		23,000⁽⁵⁾

(1)	90,000 options have an expiration date of June 29, 2025 and the exercise price is $3.50 per share. Pursuant to his retirement agreement, effective April 15, 2021 Mr. Gardner agreed to cancel options to purchase 8,300 shares that were scheduled to expire on December 21, 2026.

(2)	The options have an expiration date of January 6, 2025 and an exercise price of $3.505.

(3)	20,000 options have an expiration date of January 6, 2025 and an exercise price of $3.505. 3,000 options expire on May 27, 2025 and have an exercise price of $5.295.

(4)	20,000 options have an expiration date of January 6, 2025 and an exercise price of $3.505. 5,000 options expire on May 27, 2025 and have an exercise price of $5.295.

(5)	20,000 options have an expiration date of January 6, 2025 and an exercise price of $3.505. 3,000 options expire on April 16, 2025 and have an exercise price of $4.025

Beneficial Owner	Amount of Beneficial Ownership of Common Stock ⁽¹⁾			Percent of Common Stock Beneficially Owned ⁽¹⁾
Named Executive Officers:
Patrick White		210,067	⁽²⁾		2.84	%
Keith Goldstein		100,000	⁽³⁾		1.36	%
Margaret Gezerlis		15,250	⁽⁴⁾		*
Directors:
Chris Gardner		157,128	⁽⁵⁾		2.15	%
Marshall Geller		342,784	⁽⁶⁾		4.64	%
Howard Goldberg		175,138	⁽⁷⁾		2.40	%
Scott Greenberg		83,608	⁽⁸⁾		1.15	%
Arthur Laffer		172,923	⁽⁹⁾		2.35	%
Adam H. Stedham		-			-
All current directors and executive officers as a group (10 persons)		1,330,626			16.9	%

(1)	Based on 7,252,115 shares of common stock issued and outstanding as of April 13, 2022. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days whether upon the exercise of options or warrants. Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by them. This table does not include any unvested restricted stock units, restricted stock awards, stock options or warrants except for those vesting within 60 days. As for the 5% stockholders, we are relying upon reports filed by each 5% stockholder with the SEC.

(2)	Includes 140,000 and 10,000 shares of common stock underlying stock options exercisable at $3.50 per share and $7.00 per share, respectively.

(3)	Includes 20,000 shares of common stock underlying stock options exercisable at $9.75 per share, 40,000 shares of common stock underlying stock options exercisable at $2.00 per share and 20,000 shares of common stock underlying stock options exercisable at $10.51 per share all of which are held by POC Advisory Group LLC, which are beneficially owned by Mr. Goldstein. Mr. Goldstein is the managing member and primary owner of POC Advisory Group LLC.

(4)	Includes 2,000 shares of common stock underlying stock options exercisable at $16.05 per share and 4,000 shares of common stock underlying stock options exercisable at $3.505 per share.

(5)	Includes 16,009 shares of common stock underlying warrants exercisable at $4.60 per share and 20,000 shares of common stock underlying stock options exercisable at $3.505 per share.

(6)	Includes 202,341 shares of common stock held by Geller Trust, 7,000 shares of common stock underlying warrants exercisable at $4.60 per share held by the Geller Trust, 3,000 shares of common stock underlying stock options exercisable at $5.295 per share held by the Geller Trust, 20,000 shares of common stock underlying stock options exercisable at $3.505 per share held by the Geller Trust, 31,941 shares of common stock underlying warrants exercisable at $4.60 per share held by the Geller Trust, 14,300 shares of common stock underlying warrants exercisable at $7.50 per share held by the Geller Trust, 22,880 shares of common stock underlying warrants exercisable at $7.50 per share held by the Geller Trust, and 12,320 shares of common stock underlying warrants exercisable at $7.50 per share held by the Geller Trust.

(7)	Includes 4,290 and 28,600 shares of common stock underlying warrants exercisable at $7.50 per share, 5,000 shares of common stock underlying stock options exercisable at $5.295 per share, and 20,000 shares of common stock underlying stock options exercisable at $3.505 per share. Mr. Goldberg’s shares are held directly in a pledged account with Merrill Lynch, but as of April 13, 2021, no debt is outstanding in this account.

(8)	Includes 10,000 shares of common stock underlying stock options exercisable at $3.505 per share, and 6,403 shares of common stock underlying warrants exercisable at $4.60 per share.

(9)	Includes 25,600 and 10,800 shares of common stock underlying warrants exercisable at $4.60 per share, 20,000 shares of common stock underlying stock options exercisable at $3.505 per share, and 3,000 shares of common stock underlying stock options exercisable at $4.025 per share.

	(a)	an individual, entity or group of persons acquires the ownership, directly or indirectly, of the Company’s securities representing more than 50% of the combined voting power of the Company’s outstanding securities, other than (i) through a merger, consolidation or similar transaction; (ii) in connection with a financing by the Company through the issuance of equity securities; and (iii) by an overall reduction in the number of the Company’s outstanding securities;

	(b)	a merger, consolidation or similar transaction in which the Company’s stockholders immediately before such transaction do not own, directly or indirectly, more than 50% of the combined voting power of the surviving entity (or the parent of the surviving entity) in substantially the same proportions as their ownership immediately prior to such transaction;

	(c)	a sale, lease, exclusive license or other disposition of all or substantially all of the Company’s assets, other than to an entity more than 50% of the combined voting power of which is owned by the Company’s stockholders in substantially the same proportions as their ownership of the Company’s outstanding voting securities immediately prior to such transaction;

	(d)	a majority of the members of the Board serving on the date the 2020 Plan is approved by the stockholders (the “Incumbent Board”) were no longer serving on the Board within any 24-month period; provided that any new Board member approved or recommended by a majority of the Incumbent Board then in office (other than as a result of any settlement of a proxy or consent solicitation contest or any action taken to avoid such a contest) will be considered a member of the Incumbent Board; or

	(e)	the complete dissolution or liquidation of the Company.

Name and Position	Number of Shares Underlying Option	Number of Shares Underlying Restricted Stock Units	Number of Shares Underlying Restricted Stock Grants
Named Executive Officers:
Patrick White, Chief Executive Officer	-	61,250	-
Keith Goldstein, President & Chief Operating Officer	-	56,407	10,000
Margaret Gezerlis, EVP & Chief Financial Officer	-	33,125	4,250
All Current Executive Officers as a Group	-	193,282	14,250
All Current Directors who are not Executive Officers as a Group	-	453,834	39,308
Each Nominee for Election as a Director: ⁽¹⁾
Chris Gardner	-	50,002	39,308
Marshall Geller	-	98,310	-
Howard Goldberg	-	89,310	-
Scott Greenberg	-	98,310	-
Arthur Laffer	-	89,310	-
Adam H Stedham	-	28,592	-
Each Associate of any of Such Directors, Executive Officer or Nominees	-	-	-
Each Other Person who Received or is to Receive 5 Percent of Such Options, Warrants or Rights	-	-	-
All Employees, Including all Current Officers Who are not Executive Officers, as a Group	-	-	5,000

	Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights ⁽²⁾		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)		(c)
Equity compensation plans approved by security holders	257,000 ⁽¹⁾	$	4.83	1,262,336 ⁽³⁾
Equity compensation plans not approved by security holders	208,471 ⁽⁴⁾	$	3.20	-
Total	465,471	$	4.38	1,262,336

	Fiscal Year 2021		Fiscal Year 2020
Audit Fees ⁽¹⁾	$	94,500	$	79,400
Audit-Related Fees ⁽²⁾		24,150		56,689
Tax Fees ⁽³⁾		5,500		4,500
All Other Fees ⁽⁴⁾		-		-
Total	$	124,150	$	140,589

(1)	Audit fees relate to services rendered for the audits of our annual financial statements, for the review of our quarterly financial statements, and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements.

(2)	Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reporter under “Audit Fees.”

(3)	Tax fees relate to services performed in connection with the Company’s annual tax return.

(4)	All other fees relate to services rendered in connection with our registration statement filings with the SEC.

	By Order of the Board of Directors

	Patrick White
	Chief Executive Officer

Rochester, New York
April 25, 2022

	D21644-P43398	KEEP THIS PORTION FOR YOUR RECORDS
		DETACH AND RETURN THIS PORTION ONLY

VERIFYME, INC. The Board of Directors recommends you vote FOR all the nominees listed.		For All	Withhold All	For All Except	To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

1. Election of Directors		☐	☐	☐

Nominees:

01) Chris Gardner	05) Arthur Laffer
02) Marshall Geller	06) Patrick White
03) Howard Goldberg 04) Scott Greenberg	07) Adam H Stedham

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


2. To approve the amendment to the VerifyMe, Inc. 2020 Equity Incentive Plan.	☐	☐	☐
3. To ratify the appointment of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.	☐	☐	☐

NOTE: In their discretion, and in accordance with applicable law, the proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement of the meeting.

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



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

SEC Form DEF 14A filed by VerifyMe Inc.