SEC Form DEFA14A filed by SPAR Group Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

SPAR Group, Inc.
(Name of Registrant as Specified In Its Charter)

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

SPECIAL MEETING OCTOBER 25, 2024

YOUR VOTE IS NEEDED!

PLEASE VOTE YOUR PROXY TODAY

October 22, 2024

Dear Stockholder:

The special meeting of stockholders of SPAR Group, Inc. (“SPAR Group”) to be held virtually on October 25, 2024, is rapidly approaching. Your voting participation is very important for the special meeting.

Please vote your proxy today. Internet and telephone voting are available for your convenience. Every vote, large and small, is important.

SPAR Group’s Board of Directors unanimously recommends that you vote: (i) “FOR” the proposal to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger; (ii) “FOR” the non-binding, advisory proposal to approve certain compensation that will or may become payable to our named executive officers in connection with the Merger and (iii) “FOR” the proposal to adjourn the special meeting to a later date or dates if necessary.

The approval of the proposal to adopt the Merger Agreement requires the affirmative vote of the holders of a majority of the shares of SPAR Group common stock outstanding and entitled to vote as of the close of business on October 1, 2024. Accordingly, every vote, large and small, is important.

Please vote your shares today. Please take advantage of Internet or telephone voting by following the instructions on the proxy card or voting instruction form sent to you. If you need assistance voting your shares, please contact D.F. King & Co., Inc., which is assisting us, toll free at (866) 388-7535 or via email at [email protected]

On behalf of SPAR Group’s Board of Directors, thank you for your cooperation and continued support.

Sincerely,

/s/ Michael R. Matacunas

Michael R. Matacunas

President & CEO

SPAR Group, Inc.

YOUR VOTE IS IMPORTANT

TWO EASY WAYS TO VOTE

1. Vote by Internet.  Please access the website listed on the proxy card or voting form sent to you. Have voting card in hand.  Follow the instructions provided to vote via the Internet.

2. Vote by Telephone.  Please call the toll-free number listed on the proxy card or voting form sent to you.  Have voting card in hand. Follow the instructions provided to vote via telephone.

Additional Information About the Proposed Acquisition and Where to Find It

This communication relates to the proposed acquisition of SPAR Group by Highwire (the “Proposed Acquisition”). In connection with the Proposed Acquisition, SPAR Group has filed relevant materials with the Securities and Exchange Commission (the “SEC”), including a definitive proxy statement, which was filed on October 2, 2024 (the “Proxy Statement”). SPAR Group has filed or may file other documents regarding the Proposed Acquisition with the SEC. This communication is not a substitute for the Proxy Statement or for any other document that SPAR Group has filed or may file with the SEC in connection with the Proposed Acquisition. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN AND THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SPAR GROUP, HIGHWIRE, THE PROPOSED ACQUISITION AND RELATED MATTERS THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE PROPOSED ACQUISITION. Stockholders may obtain a free copy of the Proxy Statement and other relevant materials (when they are available) filed by SPAR Group with the SEC at the SEC’s website at www.sec.gov, at SPAR Group’s website at https://investors.sparinc.com/ or by sending a written request to SPAR Group’s Secretary at SPAR Group’s principal executive offices at 1910 Opdyke Court, Auburn Hills, Michigan 48326. In addition, investors and stockholders should note that SPAR Group communicates with investors and the public using its website (www.sparinc.com) and the investor relations website (https://investors.sparinc.com/). Stockholders are urged to read the Proxy Statement and the other relevant materials (when they become available) before making any voting or investment decision with respect to the Proposed Acquisition.

Participants in the Solicitation

SPAR Group, its directors and certain of its executive officers and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the Proposed Acquisition. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of SPAR Group’s stockholders in connection with the Proposed Acquisition and any direct or indirect interests they have in the Proposed Acquisition will be set forth in the Proxy Statement. Information relating to the foregoing can also be found in SPAR Group’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024, its First Amendment to the 10-K on Form 10K/A filed with the SEC on April 30, 2024 and SPAR Group’s definitive proxy statement for its 2023 Annual Meeting of Stockholders filed with the SEC on October 13, 2023 (the “Annual Meeting Proxy Statement”).

To the extent that holdings of SPAR Group’s securities by reporting persons have changed since the amounts set forth in the Annual Meeting Proxy Statement, such changes have been or are required to be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.