DEF 14A 1 def14a1121_1847goedeker.htm PROXY STATEMENT

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 ☐
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 under §240.14a-12

1847 GOEDEKER 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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1847 GOEDEKER INC.
3817 MILLSTONE PARKWAY, ST. CHARLES, MO 63301

MESSAGE FROM THE BOARD OF DIRECTORS

Dear Fellow Stockholders of 1847 Goedeker Inc. –

You are cordially invited to attend the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of 1847 Goedeker Inc., a Delaware corporation (the “Company”), which is scheduled to be held on Tuesday, December 21, 2021 at 11:00 a.m. Eastern Time. As part of our precautions regarding COVID-19, the Annual Meeting will be held online via a live webcast at www.cesonlineservices.com/goed21_vm. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/goed21_vm by 11:00 a.m. Eastern Time on Monday, December 20, 2021. Stockholders of record of the Company at the close of business on November 17, 2021 are entitled to notice of, and to vote at, the Annual Meeting. Details of the business to be conducted at the Annual Meeting are given in the accompanying Notice of Annual Meeting of Stockholders and the Proxy Statement. The Proxy Statement was first sent or given to our stockholders on or about November 22, 2021. You should also have received a Proxy Card or Voting Instruction Form and postage-paid return envelope, which are being solicited on behalf of our Board of Directors (the “Board”).

After reading the Notice of Annual Meeting of Stockholders and the Proxy Statement, please mark your votes on the accompanying Proxy Card or Voting Instruction Form, sign it and promptly return it in the accompanying postage-paid envelope. You may also vote by Internet or telephone as instructed in the proxy statement or on the Proxy Card or Voting Instruction Form. Please vote by whichever method is most convenient for you to ensure that your shares are represented at the Annual Meeting.

It is very important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or by mailing the Proxy Card or Voting Instruction Form. Returning the proxy or voting by Internet or telephone does not deprive you of your right to attend the Annual Meeting and to vote your shares.

We look forward to seeing you at the Annual Meeting. Your vote and participation, no matter how many or how few shares you own, are very important to us. Your cooperation is greatly appreciated.

	By Order of the Board of Directors,

St. Charles, MO	Robert D. Barry
November 18, 2021	Chief Accounting Officer and Secretary

The attached Notice of Annual Meeting of Stockholders and Proxy Statement are first being made available to stockholders of record beginning November 22, 2021. If you have any questions or require assistance in authorizing a proxy or voting your shares of common stock, please contact the Company’s proxy solicitor at the contact listed below:

509 Madison Avenue Suite 1206
New York, NY 10022
Stockholders Call Toll Free: (800) 662-5200
Banks and Brokers Call Collect: (203) 658-9400
Email: GOED@investor.morrowsodali.com


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1847 GOEDEKER INC.
3817 MILLSTONE PARKWAY, ST. CHARLES, MO 63301

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 21, 2021

To the Stockholders of 1847 Goedeker Inc. –

NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of 1847 Goedeker Inc., a Delaware corporation (the “Company”), will be held on December 21, 2021 at 11:00 a.m. Eastern Time. The Annual Meeting will be a virtual stockholder meeting, conducted via live webcast, through which you can submit questions and vote online. The Annual Meeting can be accessed by visiting www.cesonlineservices.com/goed21_vm. To participate in the Annual Meeting, you must pre-register at this website by 11:00 a.m. Eastern Time on Monday, December 20, 2021.

The purpose of the Annual Meeting will be the following:

1. To elect the eight (8) nominees identified in the accompanying Proxy Statement to serve as directors on the Board of Directors (the “Board”) for the ensuing year (Proposal No. 1).

2. To ratify the appointment of Friedman LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal No. 2).

3. To approve an amendment of our amended and restated certificate of incorporation (the “Certificate of Incorporation”) to increase the number of shares of common stock that we are authorized to issue from 200,000,000 shares to 250,000,000 shares (Proposal No. 3).

4. To approve an amendment of the 1847 Goedeker Inc. 2020 Equity Incentive Plan to increase the number of shares of common stock available for issuance under such plan from 1,000,000 shares to 11,000,000 shares and eliminate the fungible share counting provision contained in such plan (Proposal No. 4).

5. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement. Only stockholders who owned our common stock at the close of business on November 17, 2021 can vote at the Annual Meeting or any adjournments or postponements that take place. All stockholders are cordially invited to attend the Annual Meeting.

Our Board recommends that you vote “FOR” the election of the director nominees named in Proposal No. 1, “FOR” the ratification of the appointment of Friedman LLP as our independent registered public accounting firm as described in Proposal No. 2, “FOR” the amendment to our Certificate of Incorporation to increase our authorized shares as described in Proposal No. 3 and “FOR” the amendment of the 1847 Goedeker Inc. 2020 Equity Incentive Plan as described in Proposal No. 4 on the enclosed Proxy Card or Voting Instruction Form.

Whether or not you expect to attend the Annual Meeting, we encourage you to submit your proxy as soon as possible using one of three convenient methods by (i) accessing the Internet site described in the Proxy Card or Voting Instruction Form provided to you, (ii) calling the toll-free number in the Proxy Card or Voting Instruction Form provided to you, or (iii) signing, dating and returning the Proxy Card or Voting Instruction Form provided to you. You are urged to complete and submit the enclosed Proxy Card or Voting Instruction Form, even if your shares were sold after such date.


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If your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), then you will receive a Voting Instruction Form from the holder of record. You must provide voting instructions by filling out the Voting Instruction Form in order for your shares to be voted. We recommend that you instruct your broker or other nominee to vote your shares on the enclosed Proxy Card or Voting Instruction Form. The Proxy is revocable and will not affect your right to vote if you attend the Annual Meeting.

Anyone acting as proxy agent for a stockholder must present a Proxy Card that has been properly executed by the stockholder, that authorizes the agent to so act, and that is in form and substance satisfactory to the judges of election and consistent with the Company’s Bylaws, as amended.

The Board strongly and unanimously recommends that you vote “FOR” the election of the director nominees named in Proposal No. 1.

The nominees of the Board for election as directors of the Company are listed in the accompanying Proxy Statement and Proxy Card. The nominees of the Board for election as directors of the Company are listed in the accompanying Proxy Statement and Proxy Card. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE FOLLOW THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM AND PROMPTLY SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR MAIL AS DESCRIBED ON THE PROXY CARD OR VOTING INSTRUCTION FORM. PLEASE NOTE THAT EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU VOTE USING THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM PRIOR TO THE ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. EVEN IF YOU VOTE YOUR SHARES PRIOR TO THE ANNUAL MEETING, IF YOU ARE A RECORD HOLDER OF SHARES, OR A BENEFICIAL HOLDER WHO OBTAINS A “LEGAL” PROXY FROM YOUR BROKER, BANK, TRUSTEE, OR NOMINEE, YOU STILL MAY ATTEND THE ANNUAL MEETING AND VOTE YOUR SHARES IN PERSON.

Regardless of the number of shares of the Company that you own, your vote will be important. Thank you for your continued support, interest and investment in the Company.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read our proxy materials and submit your Proxy Card or Voting Instruction Form as soon as possible over the Internet, by telephone or mobile device or by phone.

	By Order of the Board of Directors,

St. Charles, MO	Robert D. Barry
November 18, 2021	Chief Accounting Officer and Secretary


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The accompanying Proxy Statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the accompanying Proxy Statement, including the appendices, carefully and in their entirety.

If you have any questions concerning the business to be conducted at the Annual Meeting, would like additional copies of the Proxy Statement or need help submitting a Proxy for your shares, please contact Morrow Sodali LLC, the Company’s proxy solicitor:

509 Madison Avenue Suite 1206
New York, NY 10022
Stockholders Call Toll Free: (800) 662-5200
Banks and Brokers Call Collect: (203) 658-9400
Email: GOED@investor.morrowsodali.com


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INFORMATION ABOUT THE PROXY PROCESS AND VOTING		2
PROPOSAL NO. 1 - ELECTION OF DIRECTORS		8
PROPOSAL NO. 2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		12
PROPOSAL NO. 3 - CHARTER AMENDMENT		14
Overview		14
Reasons for the Charter Amendment		14
Possible Effects of the Amendments to our Current Charter		14
No Dissenters’ Rights		15
Vote Required		15
PROPOSAL NO. 4 - PLAN AMENDMENT		16
Overview		16
Background for Proposed Increase in Share Reserve and Removal of Fungible Share Counting Provision		16
Significant Features of the Plan		17
New Plan Benefits		20
No Dissenters’ Rights		20
Vote Required		20
CORPORATE GOVERNANCE		21
Corporate Governance Guidelines		21
Independence of the Board		21
Leadership Structure		21
Role of Board in Risk Oversight		21
Board Meetings and Committees		22
Director Nomination Process		23
Stockholder Communications with the Board		24
Code of Ethics		24
Audit Committee Report		24
EXECUTIVE OFFICERS		26
COMPENSATION		27
Summary Compensation Table		27
Outstanding Equity Awards at Fiscal Year End		29
Director Compensation		29
2020 Equity Incentive Plan		29
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		33
Common Stock Ownership		33
Delinquent Section 16(a) Reports		34
ADDITIONAL INFORMATION		35
Deadlines for Receipt of Nominations and Stockholder Proposals		35
Householding of Proxy Materials		35
No Dissenters’ Rights		35
Other Matters		35
Annual Reports		36

ANNEX A – FORM OF CERTIFICATE OF AMENDMENT

ANNEX B – FORM OF AMENDMENT NO. 2 TO 1847 GOEDEKER INC. 2020 EQUITY INCENTIVE PLAN


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1847 GOEDEKER INC.
3817 MILLSTONE PARKWAY, ST. CHARLES, MO 63301

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 21, 2021

We have provided this Proxy Statement and accompanying Proxy Card in connection with the solicitation by the Board of Directors (the “Board”) of 1847 Goedeker Inc., a Delaware corporation, of proxies to be voted at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on December 21, 2021 at 11:00 a.m. Eastern Time, and any adjournment or postponement thereof. The Annual Meeting will be held virtually, conducted via live webcast, at www.cesonlineservices.com/goed21_vm.

As used in this Proxy Statement, the terms the “Company”, “we”, “us” and “our” refer to 1847 Goedeker Inc. and, unless the context clearly requires otherwise, its consolidated subsidiaries.

This Proxy Statement summarizes information about the Proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.

The Proxy Card or Voting Instruction Form is the means by which you actually authorize another person to vote your shares in accordance with your instructions.

We are mailing the Notice of Annual Meeting of Stockholders (the “Notice”) to our stockholders of record as of November 17, 2021 (the “Record Date”) on or about November 22, 2021. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 so that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 is also available in the Investor Relations section of our website, located at https://investor.goedekers.com (our “IR site”), under the link for “Financials.” Website references throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this Proxy Statement.


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INFORMATION ABOUT THE PROXY PROCESS AND VOTING

Why am I receiving these materials?

We are providing the Proxy Statement and Proxy Card or Voting Instruction Form to you on the Internet or, upon your request, by mail, in connection with our Annual Meeting. As a stockholder, you are invited to attend the Annual Meeting, which is being held virtually on the Internet, conducted via live webcast, and are requested to vote on the items of business described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy over the Internet, by telephone or mobile device or by mail.

You are receiving this Proxy Statement as a stockholder of the Company as of the Record Date for purposes of determining the stockholders entitled to receive notice of and vote at the Annual Meeting. As further described below, we request that you promptly use the enclosed Proxy Card or Voting Instruction Form to vote, by Internet, by telephone or by mail, in the event you desire to express your support of or opposition to the Proposals.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES ON PROPOSAL No. 1, “FOR” PROPOSAL No. 2, “FOR” PROPOSAL No. 3 AND “FOR” PROPOSAL No. 4 USING THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM.

Can I attend the Annual Meeting in person?

We will be hosting the Annual Meeting via live webcast on the Internet. You will not be able to attend the meeting in person. Any stockholder can listen to the Annual Meeting live via the Internet at www.cesonlineservices.com/goed21_vm. The webcast will start at 11:00 a.m. Eastern Time on December 21, 2021. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/goed21_vm by 11:00 a.m. Eastern Time on Monday, December 20, 2021. Stockholders may vote and submit questions while connected to the Annual Meeting on the Internet.

Your vote is very important. Please submit your Proxy Card or Voting Instruction Form even if you plan to attend the Annual Meeting.

Who can vote at the Annual Meeting?

Only holders of record of our common stock on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on November 17, 2021, we had 106,387,332 shares of common stock outstanding and entitled to vote. Holders of our common stock are entitled to one vote for each share held as of the above Record Date.

Who is soliciting my vote?

The Board, on behalf of the Company, is soliciting your proxy to vote your shares of our common stock on all matters scheduled to come before the Annual Meeting, whether or not you attend virtually. By completing, signing, dating and returning the Proxy Card or Voting Instruction Form, or by submitting your proxy and voting instructions over the Internet or by telephone, you are authorizing the persons named as proxies to vote your shares of common stock at the Annual Meeting as you have instructed. Proxies will be solicited on behalf of the Board by our directors, director nominees, and certain executive officers and other employees of the Company.

Additionally, we have retained Morrow Sodali LLC (“Morrow Sodali”), a proxy solicitation firm, which may solicit proxies on the Board’s behalf. You may also be solicited by press releases issued by us, postings on our corporate website or other websites or otherwise. Unless expressly indicated otherwise, information contained on our corporate website is not part of this Proxy Statement. In addition, none of the information on the other websites, if any, listed in this Proxy Statement is part of this Proxy Statement. Such website addresses are intended to be inactive textual references only.


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Will there be a proxy contest at the Annual Meeting?

On October 15, 2021, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with David L. Kanen, Philotimo Fund, LP, Philotimo Focused Growth and Income Fund and Kanen Wealth Management (collectively, the “Kanen Group”), which is included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 21, 2021. G. Alan Shaw was appointed to the Board on October 17, 2021 and is a nominee for election at the Annual Meeting, as consistent with the Cooperation Agreement. In return, the Kanen Group agreed to customary standstill provisions. Pursuant to the Cooperation Agreement, the Kanen Group withdrew its September 9, 2021 notice to the Company in which it notified the Company that the Kanen Group intended to nominate candidates for election to the Board at the Annual Meeting. The Kanen Group also agreed that it shall vote all shares of common stock it beneficially owns in accordance with the Board’s recommendations, except in connection with any Extraordinary Transaction (as defined in the Cooperation Agreement); provided, however, in the event that either Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co. (“Glass Lewis”) issues a recommendation with respect to any matter (other than with respect to director election or removal proposals) that differs from the Board’s recommendation, the Kanen Group may vote its shares of common stock in accordance with either the ISS or Glass Lewis recommendation. Further, pursuant to the Cooperation Agreement, the Company has agreed to reimburse the Kanen Group for its reasonable expenses up to $175,000. Except for the Cooperation Agreement, there are no other arrangements or understandings between any of our directors and any other person pursuant to which any person was selected as a director.

What am I being asked to vote on?

You are being asked to vote on four (4) Proposals:

• Proposal No. 1 — the election of eight (8) directors to hold office until our 2022 Annual Meeting of Stockholders;

• Proposal No. 2 — the ratification of the appointment of Friedman LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;

• Proposal No. 3 — the approval of an amendment of our amended and restated certificate of incorporation to increase the number of shares of common stock that we are authorized to issue from 200,000,000 shares to 250,000,000 shares (the “Charter Amendment”); and

• Proposal No. 4 — the approval of an amendment of our 2020 Equity Incentive Plan (the “2020 Plan”) to increase the number of shares of common stock available for issuance under the 2020 Plan from 1,000,000 shares to 11,000,000 shares and eliminate the fungible share counting provision contained in such plan (the “Plan Amendment”).

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

What are the Board’s recommendations?

Our Board unanimously recommends that you vote by proxy using the Proxy Card or Voting Instruction Form with respect to the Proposals as follows:

• “FOR” Proposal No. 1 — the election of eight (8) directors to hold office until our 2022 Annual Meeting of Stockholders;

• “FOR” Proposal No. 2 — the ratification of the appointment of Friedman LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;


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• “FOR” Proposal No. 3 — the approval of the Charter Amendment; and

• “FOR” Proposal No. 4 — the approval of the Plan Amendment.

We describe each Proposal and the Board’s reason for its recommendation with respect to each Proposal on pages 8, 12, 14 and 16 and elsewhere in this Proxy Statement.

How do I vote?

Stockholder of Record

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the Annual Meeting by mail, telephone or internet. The Proxy Card accompanying this Proxy Statement will provide information regarding internet and telephone voting.

If you have any questions or require assistance in submitting a proxy for your shares, please call Morrow Sodali at (800) 662-5200 (toll free for stockholders) or (203) 658-9400 (call collect for banks and brokers).

Beneficial Owner

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. 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 or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting via the Internet. However, because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid “Legal Proxy” from your broker or other agent. Please follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a Legal Proxy. If you hold your shares in “street name,” please instruct your bank, broker, trust or other nominee how to vote your shares using the Voting Instruction Form provided by your bank, broker, trust or other nominee so that your vote can be counted. The Voting Instruction Form provided by your bank, broker or other nominee may also include information about how to submit your voting instructions over the Internet or by telephone, if such options are available. The Voting Instruction Form accompanying this Proxy Statement will provide information regarding internet and telephone voting.

What are “broker non-votes”?

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can only vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a broker, bank, custodian, nominee or other record holder of common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.


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Which ballot measures are considered “routine” or “non-routine?”

The New York Stock Exchange (“NYSE”) rules determine whether proposals are routine or non-routine. If a proposal is routine, a broker holding shares for an owner in street name may vote on the proposal without voting instructions. The ratification of the appointment of Friedman LLP as our independent registered public accounting firm for the year ending December 31, 2021 (Proposal No. 2) is considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 2. The election of directors (Proposal No. 1), the approval of the Charter Amendment (Proposal No. 3) and the approval of the Plan Amendment (Proposal No. 4) are considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposals 1, 3 and 4.

How many votes do I have?

On each matter to be voted upon, you have one (1) vote for each share of common stock you own as of the Record Date.

How will my shares be voted?

Stockholders of record as of the close of business on the Record Date are entitled to one (1) vote for each share of common stock held on each matter to be voted upon at the Annual Meeting. All shares entitled to vote and represented by properly submitted proxies received before the polls are closed at the Annual Meeting, and not revoked or superseded, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies. Where a choice has been specified on the Proxy Card or Voting Instruction Form with respect to the Proposals, the shares represented by the Proxy Card or Voting Instruction Form will be voted as you specify. If you return a validly executed Proxy Card or Voting Instruction Form without indicating how your shares should be voted on a matter and you do not revoke your proxy, your proxy will be voted: “FOR” the election of the Board nominees set forth on the Proxy Card (Proposal No. 1); “FOR” Proposal No. 2; “FOR” Proposal No. 3 and “FOR” Proposal No. 4.

How many votes are needed to approve the Proposals?

With respect to Proposal No. 1, directors will be elected by a plurality of the votes of the shares of our common stock present or represented by proxy at the Annual Meeting and entitled to vote on the election of directors, which means that the eight (8) nominees receiving the highest number of affirmative votes will be elected. A broker non-vote or a properly executed proxy marked “Abstain” with respect to the election of a director will not be voted with respect to such director. A properly executed proxy marked “Abstain” with respect to the election of a director will be counted for purposes of determining whether there is a quorum. A broker non-vote will not be counted for purposes of determining whether there is a quorum.

With respect to Proposal No. 2, the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting is required for approval. Abstentions will have the same effect as a vote “Against” this Proposal, and shares underlying broker non-votes will not be counted as entitled to vote, and, therefore broker non-votes will have no effect on the result of the vote.

With respect to Proposal No. 3, the affirmative vote of a majority of the outstanding shares of our common stock is required for approval. Abstentions and broker non-votes have the same effect as a vote “Against” this Proposal.

With respect to Proposal No. 4, the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting is required for approval. Abstentions will have the same effect as a vote “Against” this Proposal, and shares underlying broker non-votes will not be counted as entitled to vote, and, therefore broker non-votes will have no effect on the result of the vote.


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What happens if I do not specify how I want my shares voted? What is discretionary voting?

As a stockholder of record, if you properly complete, sign, date and return a Proxy Card or Voting Instruction Form or Voting Instruction Form, your shares of common stock will be voted as you specify. However, if you submit a signed Proxy Card or Voting Instruction Form or submit your proxy by telephone or Internet and do not specify how you want your shares voted, the persons named as proxies will vote your shares: “FOR” the election of the Board nominees set forth on the Proxy Card or Voting Instruction Form (Proposal No. 1); “FOR” Proposal No. 2; “FOR” Proposal No. 3 and “FOR” Proposal No. 4.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid Annual Meeting. On the Record Date, there were 106,387,332 shares of common stock outstanding and entitled to vote. A quorum will be present if stockholders holding a majority of the shares of common stock entitled to vote are present at the Annual Meeting or represented by proxy.

Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the Annual Meeting via the Internet. Abstentions will be counted towards the quorum requirement. However, broker non-votes will not be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or a majority of the shares present or represented by proxy at the Annual Meeting, may adjourn the Annual Meeting to another time or place.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials from the Company, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must vote pursuant to the instructions on each Proxy Card or Voting Instruction Form from the Company.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

• You may submit another properly completed proxy with a later date over the Internet, by telephone or mobile device or by mail.

• You may send a written notice that you are revoking your proxy to us at 1847 Goedeker Inc., 3817 Millstone Parkway, St. Charles, MO 63301, Attention: Secretary.

• You may attend the Annual Meeting via the Internet and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.

How can I find out the results of the voting at the Annual Meeting?

Voting results will be announced by the filing of a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.


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When are stockholder proposals due for the 2022 Annual Meeting of Stockholders?

If you are interested in submitting a proposal for potential inclusion in the proxy statement for our 2022 Annual Meeting of Stockholders, you must follow the procedures outlined in Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To be eligible for inclusion in the proxy statement, we must receive your stockholder proposal or information about your proposed director candidate at the address noted below no later than September 22, 2022.

If you wish to present a proposal at the 2022 Annual Meeting of Stockholders, but do not wish to have the proposal considered for inclusion in our proxy statement and proxy card, you must also give written notice at the address noted below. We must receive this required notice by September 22, 2022, but no sooner than August 23, 2022.

Any proposals should be sent to us at 1847 Goedeker Inc., 3817 Millstone Parkway, St. Charles, MO 63301, Attention: Secretary.

Who will pay for the solicitation of proxies?

We will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this Proxy Statement, the Proxy Card, the Notice and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of our common stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials to the beneficial owners. Original solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or staff members. Other than the persons described in this Proxy Statement, no general class of employee of the Company will be employed to solicit stockholders in connection with this proxy solicitation. However, in the course of their regular duties, employees may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. No additional compensation will be paid to our directors, officers or staff members for such services. We have retained Morrow Sodali to act as a proxy solicitor in conjunction with the Annual Meeting. We have agreed to pay Morrow Sodali up to $150,000 plus reasonable out-of-pocket expenses for proxy solicitation services. Morrow Sodali expects that approximately 30 of its employees will assist in the solicitation. The parties’ engagement letter contains confidentiality, indemnification and other provisions that we believe are customary for this type of engagement.

Whom should I call if I have questions about the Annual Meeting?

Morrow Sodali is assisting us with our effort to solicit proxies. If you have any questions concerning the business to be conducted at the Annual Meeting, would like additional copies of this Proxy Statement or need help submitting a proxy for your shares, please contact Morrow Sodali:

509 Madison Avenue Suite 1206
New York, NY 10022
Stockholders Call Toll Free: (800) 662-5200
Banks and Brokers Call Collect: (203) 658-9400
Email: GOED@investor.morrowsodali.com

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES ON PROPOSAL No. 1, “FOR” PROPOSAL No. 2, “FOR” PROPOSAL No. 3 AND “FOR” PROPOSAL No. 4, USING THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM.


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PROPOSAL NO. 1 - ELECTION OF DIRECTORS

Our Board is currently comprised of eight (8) individuals. Unless the Board determines that vacancies on the Board (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the directors then in office, although than a quorum, or by a sole remaining director.

The individuals below have been nominated to serve as directors and have each agreed to stand for re-election. Proxies cannot be voted for a greater number of persons than the number of nominees named. Each director elected will hold office from the date of their election by the stockholders until the subsequent annual meeting of stockholders or until their successor is elected and has been qualified, or until such director’s earlier death, resignation or removal.

Shares represented by executed proxies will be voted, unless abstained, for the election of the eight (8) nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve.

The Board unanimously recommends that stockholders vote “FOR” each of the director nominees named below.

The following table sets forth our directors, all of whom are currently standing for re-election, and their respective ages as of the Record Date:

Name	Age	Position(s)
Ellery W. Roberts	51	Executive Chairman
Albert Fouerti	42	Chief Executive Officer and Director
Ellette A. Anderson	45	Director
Clark R. Crosnoe	53	Director
Glyn C. Milburn	50	Director
G. Alan Shaw	58	Director
Alan P. Shor	62	Director
Edward J. Tobin	64	Director


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Set forth below is biographical information for each nominee. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.

ELLERY W. ROBERTS
Director since: January 2019 Chairman of the Board	Mr. Roberts has served as the Chairman of our Board since our inception. Mr. Roberts brings over 20 years of private equity investing experience to the Company. Mr. Roberts has been the Chairman, Chief Executive Officer, President and Chief Financial Officer of 1847 Holdings LLC since its inception on January 22, 2013 and is also the sole manager of 1847 Partners LLC, our manager. Mr. Roberts has also been a director of Western Capital Resources, Inc., a public company, since May 2010. In July 2011, Mr. Roberts formed The 1847 Companies LLC, a company that is no longer active, where he began investing his own personal capital and capital of high net worth individuals in select transactions. Prior to forming The 1847 Companies LLC, Mr. Roberts was the co-founder and was co-managing principal from October 2009 to June 2011 of RW Capital Partners LLC, the recipient of a “Green Light” letter from the United States Small Business Administration permitting RW Capital Partners LLC to raise capital in pursuit of the Small Business Investment Company license with the preliminary support of the Small Business Administration. Mr. Roberts was a founding member of Parallel Investment Partners, LP (formerly SKM Growth Investors, LP), a Dallas-based private equity fund focused on re-capitalizations, buyouts and growth capital investments in lower middle market companies throughout the United States. Previously, Mr. Roberts served as Principal with Lazard Group LLC, a Senior Financial Analyst at Colony Capital, Inc., and a Financial Analyst with the Corporate Finance Division of Smith Barney Inc. (now known as Morgan Stanley Smith Barney LLC). Mr. Roberts received his B.A. degree in English from Stanford University. We believe Mr. Roberts is qualified to serve on our Board due to his extensive investment experience.

ALBERT FOUERTI
Director since: June 2021 Chief Executive Officer and Director	Mr. Fouerti has served as our Chief Executive Officer since August 2021 and as the President of our subsidiary Appliances Connection Inc. (“ACI”) and a director since June 2021. He has served as the President of ACI’s various subsidiaries (collectively, “Appliances Connection”) since 1999. With over 20 years of experience in retail, he has made Appliances Connection into a household name for kitchen appliances. With ACI’s subsidiary 1 Stop Electronics Center, Inc. starting out as a small camera and computer shop in Great Neck, NY, Mr. Fouerti was a pioneer for online shopping. Driven by technology, he entered the appliance business in 2008, and has contributed in taking the appliance industry into to the digital age. Along with his brother, Elie Fouerti, they developed a process of delivering bulky items across the United States. We believe Mr. Fouerti is qualified to serve as a member of our Board because of his extensive experience building and leading the Appliances Connection business from its founding and his insight into our industry and business as Appliances Connection’s co-founder and President.

ELLETTE A. ANDERSON
Director since: July 2020 Independent Director	Ms. Anderson has served on our Board since July 2020. In 2013, Ms. Anderson founded Griffin Archer LLC, a full-service advertising agency that offers a comprehensive range of services addressing both the traditional and digital marking aspects of business. As the Chief Executive Officer of Griffin Archer, Ms. Anderson is responsible for overseeing new business acquisitions, strategic planning, and creative direction for their entire client portfolio. From April 2004 to August 2013, she served as a Writer and Associate Creative Director at Carmichael Lynch Advertising in Minneapolis where she received multiple industry awards for her creative work on several iconic brands. She holds a B.A. degree in English Literature from the University of Kansas. We believe Ms. Anderson is qualified to serve on our Board due to her deep experience in the advertising and marketing industry.


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CLARK R. CROSNOE
Director since: July 2020 Independent Director	Mr. Crosnoe has served on our Board since July 2020. In 2009, Mr. Crosnoe founded CRC Capital LLC, a registered investment advisor and manager of the CRC Investment Fund LP, a private investment partnership focused on publicly-traded equity securities. As managing member of CRC Capital LLC, Mr. Crosnoe is responsible for strategy, oversight and the day-to-day investment decisions of the fund. The portfolio typically includes investments in the consumer, financial, healthcare, industrial and energy sectors. In 1999, Mr. Crosnoe was a founding employee of Parallel Investment Partners where he was named partner in 2003. As a partner, he was responsible for sourcing, evaluating, structuring, executing and monitoring investments, and also dedicated a substantial portion of his time to marketing activities for the firm. Mr. Crosnoe began his career in investment banking at Wasserstein Perella & Co. and also gained valuable experience at multi-billion dollar hedge fund HBK Investments. Mr. Crosnoe holds undergraduate degrees from the University of Texas at Austin and earned an MBA from Harvard Business School in 1996. We believe Mr. Crosnoe is qualified to serve on our Board due to his approximately 24 years of private and public investment and advisory experience.

GLYN C. MILBURN
Director since: July 2020 Independent Director	Mr. Milburn has served on our Board since July 2020. Since February 2016, Mr. Milburn has served as a Partner at Jimmy Blackman & Associates, a full-service Government and Public Affairs firm, where he is responsible for business strategy, client management, communications and campaign management for a client portfolio comprised of large public safety labor unions, banking/finance companies, and hotel operators across the State of California. From April 2013 to January 2016, Mr. Milburn served as a Special Assistant in the City of Los Angeles where he held two positions in the City of Los Angeles, one in the Office of Los Angeles Mayor Eric Garcetti’s Office of Economic Development and another in the Office of Los Angeles Councilman Dennis Zine. From August 2012 to March 2013, Mr. Milburn co-Founded Provident Investment Advisors LLC, a special investment vehicle for energy, technology and healthcare ventures, where he served as Managing Member. Mr. Milburn holds a B.A. degree in Public Policy from Stanford University. We believe Mr. Milburn is qualified to serve on our Board due to his valuable background in policy development, regulatory and strategic planning experience.

G. ALAN SHAW
Director since: October 2021 Independent Director	Mr. Shaw was appointed to our Board on October 17, 2021. Mr. Shaw brings expansive appliance industry knowledge and valuable supplier relationships to our Board. He has been a leader in the industry for more than twenty years, beginning his career with Whirlpool and finishing it as the Chief Executive Officer of Electrolux’s North American business, a position he held from January 2016 until his retirement in January 2020. He has held President and c-level positions with several North American-based durable goods companies since 2003, including Char-Broil and Husqvarna Group. He holds a B.S. degree in Economics and Political Science from the University of Idaho and an MBA in Marketing from Indiana University. We believe Mr. Shaw is qualified to serve on our Board due to his extensive appliance industry and executive leadership experience.


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ALAN P. SHOR
Director since: June 2021 Independent Director	Mr. Shor has served on our Board since June 2021. Mr. Shor is a co-founder of The Retail Connection, L.P., a retail real estate company, and has served as its President and Co-Chairman of the Board of Directors since its launch in January 2004. Mr. Shor is deeply involved in the strategic direction and day-to-day operations of the company and also leads its investment and merchant banking business. He has served as an operating partner with leading private equity firms which have deep experience in consumer and multi-unit based investments. He is an investor in and a board member of four high-growth retail chains: Diamonds Direct (since 2015), WSS (since 2016), Neighborhood Goods (since 2018) and Obsession Fragrance (since 2019). Prior to launching The Retail Connection, Mr. Shor served as President, Chief Operating Officer and a member of the Board of Zale Corporation, a publicly-held specialty retailer of fine jewelry. Prior to joining Zale, he spent 12 years with Troutman Sanders, an international law firm, where he built a strong track record of advising senior management teams of Fortune 1000 companies. Mr. Shor is also active in a number of professional and charitable organizations. Mr. Shor graduated with honors from both the University of Georgia and University of Georgia School of Law. We believe Mr. Shor is qualified to serve on our Board due to his valuable background in the retail and investment industries.

EDWARD J. TOBIN
Director since: April 2020

SEC Form DEF 14A filed by 1847 Goedeker Inc.