Asset Entities Inc
For the period ended Oct 1, 2024. Filed Aug 22, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 1, 2024 · Filed Aug 22, 2024
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DEF 14A 1 ea0211815-def14a_asset.htm DEFINITIVE PROXY STATEMENT
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
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | 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 |
Asset Entities 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 all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
100 Crescent Ct, 7th Floor
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 1, 2024
Dear Stockholder:
We are pleased to invite you to attend the annual meeting of stockholders (the “Annual Meeting”) of Asset Entities Inc., a Nevada corporation (“Asset Entities,” the “Company,” “we,” “us,” or “our”), which will be held on October 1, 2024 at 1:00 p.m., Central Daylight Time, for the following purposes:
| 1. | To elect the seven (7) members to our board of directors (the “Board of Directors” or the “Board”) named in the accompanying proxy statement to hold office until the 2025 annual meeting of stockholders (the “2025 Annual Meeting”) (such proposal, “Proposal No. 1”); and |
| 2. | To ratify the appointment of WWC, P.C., Certified Public Accountants, as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024 (“Proposal No. 2”). |
The foregoing items of business are more fully described in the proxy statement accompanying this notice or made available over the Internet. We are not aware of any other business to come before the Annual Meeting.
The Board of Directors has fixed the close of business on August 2, 2024 as the record date (the “Record Date”) for a determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only stockholders of record at the close of business on August 2, 2024 are entitled to notice and to vote at the Annual Meeting and any adjournment or postponement thereof.
The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted solely online at https://agm.issuerdirect.com/asst-2024. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically or submit your questions prior to and during the meeting by visiting the website(s) indicated in your proxy materials. You may need to have your control number included on your proxy card or on the instructions that accompanied your proxy materials or other information as instructed through your broker, bank or other holder of record to join the Annual Meeting. There will be no physical location for stockholders to attend, and you will not be able to attend the Annual Meeting in person.
It is important that your shares are represented at the Annual Meeting. We urge you to review the attached proxy statement and, whether or not you plan to attend the Annual Meeting, please vote your shares promptly by casting your vote via the Internet or any other provided voting option, or, if you receive a full set of proxy materials by mail or request one be mailed to you, and prefer to mail your proxy, please complete, sign, date, and return your proxy in the pre-addressed envelope provided, which requires no additional postage if mailed in the United States. You may revoke your vote by submitting a subsequent vote over the Internet, by mail or by any other option provided for voting before the Annual Meeting, or by voting electronically at the Annual Meeting.
| By Order of the Board of Directors | |
| Dated: August 22, 2024 | /s/ Michael Gaubert |
|---|---|
| Michael Gaubert | |
| Executive Chairman |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on****October 1, 2024: Our 2024 proxy statement and annual report to security holders for the year ended December 31, 2023 are available at https://agm.issuerdirect.com/asst-2024.
PROXY STATEMENT
2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 1, 2024
This proxy statement and the accompanying proxy are being furnished with respect to the solicitation of proxies by the Board of Directors for the Annual Meeting. The Annual Meeting is to be held at 1:00 p.m., Central Daylight Time, on October 1, 2024, and at any adjournment(s) or postponement(s) thereof, in a virtual meeting format at https://agm.issuerdirect.com/asst-2024.
The approximate date on which the proxy statement and the accompanying notice and form of proxy are intended to be sent or made available to stockholders is on or about August 22, 2024. A proxy is your legal designation of another person to vote the stock you own. That designee is referred to as a proxy holder. Designation of a particular proxy holder can be effected by completion of a written proxy, or by voting via the Internet or by another provided voting option. If you return a proxy or vote by the Internet or other provided voting option, Arshia Sarkhani, our President and Chief Executive Officer, and Matthew Krueger, our Chief Financial Officer, will act as your designated proxy holders for the Annual Meeting and will vote your shares at the Annual Meeting as you have instructed them on the proxy. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we urge you to vote in one of the ways described below so that your vote will be counted even if you are unable or decide not to attend the Annual Meeting.
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING | 1 |
|---|---|
| PROPOSAL NO. 1 - ELECTION OF DIRECTORS | 7 |
| Information with Respect to Director Nominees | 7 |
| Arrangements Between Officers and Directors | 9 |
| Family Relationships | 9 |
| Involvement in Certain Legal Proceedings | 9 |
| Vote Required | 9 |
| Board Recommendation | 9 |
| PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2024 | 10 |
| Principal Accountant Fees and Services | 10 |
| Pre-Approval Policies and Procedures | 11 |
| Vote Required | 11 |
| Board Recommendation | 11 |
| AUDIT COMMITTEE REPORT | 12 |
| SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 13 |
| Securities Ownership of Certain Beneficial Owners and Management | 13 |
| Changes in Control | 14 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 15 |
| Our Independent Directors | 15 |
| Governance Structure | 15 |
| Board Committees | 16 |
| Director Nominations | 17 |
| Stockholder Recommendations | 19 |
| Communications with the Board of Directors | 19 |
| Code of Ethics and Business Conduct | 19 |
| Hedging and Pledging Prohibition | 19 |
| Indemnification Agreements and Directors and Officers Liability Insurance | 20 |
| Director Compensation | 20 |
| EXECUTIVE OFFICERS OF THE COMPANY | 21 |
| EXECUTIVE COMPENSATION | 22 |
| Summary Compensation Table – Years Ended December 31, 2023 and 2022 [*] Executive Officer Employment and Consulting Agreements | 22 |
| Outstanding Equity Awards at Fiscal Year-End | 24 |
| Additional Narrative Disclosure | 25 |
| Asset Entities Inc. 2022 Equity Incentive Plan | 25 |
| Clawback Policy | 28 |
| Director Compensation | 28 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 29 |
| ADDITIONAL INFORMATION | 32 |
| Other Matters | 32 |
| Stockholder Communications | 32 |
| Deadlines For Stockholder Proposals and Universal Proxy Notice for the 2025 Annual Meeting | 32 |
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NOTE REGARDING
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.