DEF 14A 1 brhc10023527_def14a.htm DEF 14A

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

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☐	Soliciting Material under §240.14a-12

HERITAGE GLOBAL 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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April 26, 2021

San Diego, California

Dear Shareholders:

I am pleased to invite you to attend Heritage Global’s 2021 Annual Meeting of Shareholders on June 9, 2021 at 8:00 a.m. (Pacific Time). The safety of our shareholders is important to us, and given the current guidance by public health officials surrounding the ongoing coronavirus (COVID-19) pandemic and group gatherings, this year’s Annual Meeting will be a virtual meeting of shareholders held via a live audio webcast at www.virtualshareholdermeeting.com/HGBL2021. For more information on how to register and attend this year’s Annual Meeting, please refer to the Information About the Annual Meeting of Shareholders and Voting section which begins on page 1 of the enclosed proxy statement.

The Notice of Annual Meeting and Proxy Statement that follows describes those matters to be voted on at the meeting. Your proxy card and our 2020 annual report are also enclosed.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we recommend that you vote your shares through the enclosed proxy card, by internet or by telephone, to ensure your shares are represented at the Annual Meeting.

	Sincerely,



	Ross Dove
	President and Chief
	Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April 26, 2021

San Diego, California

The Annual Meeting of Shareholders (the “Annual Meeting”) of Heritage Global Inc., which we refer to as the “Company,” will be held on June 9, 2021 at 8:00 a.m. (Pacific Time). The safety of our shareholders is important to us, and given the current guidance by public health officials surrounding the ongoing coronavirus (COVID-19) pandemic and group gatherings, this year’s Annual Meeting will be a virtual meeting of shareholders held via a live audio webcast at www.virtualshareholdermeeting.com/HGBL2021. No physical meeting will be held. For more information on how to register and attend this year’s Annual Meeting, please refer to the Information About the Annual Meeting of Shareholders and Voting section which begins on page 1 of the enclosed proxy statement. The Annual Meeting will be held for the following purposes:

To elect J. Brendan Ryan and Barbara Sinsley as Class III directors;

To ratify the appointment of Baker Tilly US, LLP as the Company’s independent auditor for the fiscal year ending December 31, 2021;

To approve, on an advisory, non-binding basis, the Company’s compensation of its named executive officers as disclosed in the attached Proxy Statement;

To consider and act upon a non-binding, advisory proposal on the frequency of the advisory vote on the Company’s compensation of its named executive officers; and

To transact such other business, if any, as may be properly brought before the meeting or any adjournment or postponement thereof.

Only shareholders of record, as shown by the transfer books of the Company, at the close of business on April 14, 2021, are entitled to notice of, and to vote at, the Annual Meeting of Shareholders. The Company will make a list of shareholders available electronically on the virtual meeting website during the Annual Meeting for those attending the meeting.

You are requested to vote on these proposals whether or not you plan to attend the annual meeting. If you do not attend and vote, you can vote in one of three ways: (i) complete, sign and date the enclosed proxy card and return it promptly; (ii) vote by internet pursuant to the instructions on the enclosed proxy card; or (iii) vote by telephone pursuant to the instructions on the enclosed proxy card. Your vote is important and very much appreciated. If you later desire to revoke your proxy for any reason, you may do so in the manner described in the attached Proxy Statement. For further information regarding the

individuals nominated as directors, the proposals being voted upon, use of the proxy and other related matters, you are urged to read the enclosed Proxy Statement.

	By Order of the Board of Directors,



	Ross Dove
	President and Chief
	Executive Officer

TABLE OF CONTENTS

INFORMATION ABOUT THE ANNUAL MEETING OF SHAREHOLDERS AND VOTING	1

VOTING AND OTHER INFORMATION	3

PROPOSAL NO. 1: ELECTION OF CLASS III DIRECTORS	9

CORPORATE GOVERNANCE	12

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	18

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	19

INFORMATION ABOUT OUR EXECUTIVE OFFICERS	21

EXECUTIVE COMPENSATION	22

PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR	31

AUDIT COMMITTEE REPORT	34

PROPOSAL NO. 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION	36

PROPOSAL NO. 4: ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION	38

SHAREHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS	40

GENERAL INFORMATION	41

Class of Stock	Shares Outstanding		Equivalent Vote
Common Stock		35,672,477		35,672,477
Series N Preferred Stock		568		22,720
Total Votes at Special Meeting of Stockholders		35,673,045		35,695,197

Election of Directors	The election of each of the nominees for Class III director requires a plurality of the votes cast by shareholders who are present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors.

Ratification of Appointment of Independent Auditor	The ratification of the appointment of Baker Tilly US, LLP as independent auditor for the fiscal year ending December 31, 2021 requires the affirmative vote of a majority of the votes entitled to be cast by shareholders who are present in person or represented by proxy at the Annual Meeting and entitled to vote.

Advisory Vote on Executive Compensation	The approval, on an advisory, non-binding basis, of the Company’s compensation of its named executive officers requires the affirmative vote of a majority of the votes entitled to be cast by shareholders who are present in person or represented by proxy at the Annual Meeting and entitled to vote.

Advisory Vote on Frequency of Advisory Vote on Executive Compensation	The vote, on an advisory, non-binding basis, on the frequency of the advisory vote on the Company’s compensation of its named executive officers requires the affirmative vote of a plurality of the votes cast at the Annual Meeting.

Name and Address of Beneficial Owner ⁽¹⁾	Number of Shares Beneficially Owned⁽²⁾			Percentage of Common Stock Beneficially Owned
Allan C. Silber		3,812,052			10.7	%
Topline Capital Partners, LP		4,420,000	⁽³⁾		12.4	%
Ross Dove		2,169,085	⁽⁴⁾		6.0	%
Zachary Capital L.P.		1,613,454	⁽⁵⁾		4.5	%
David Ludwig		1,050,105	⁽⁶⁾		2.9	%
Samuel L. Shimer		193,389	⁽⁷⁾		*	%
J. Brendan Ryan		180,000	⁽⁸⁾		*	%
Michael Hexner		76,026	⁽⁹⁾		*	%
Nicholas Dove		58,184	⁽¹⁰⁾		*	%
Barbara Sinsley		—			*	%
Kelly Sharpe		—			*	%
All Executive Officers and Directors as a Group (10 people)		4,029,239			11.0	%

Name and Principal Position	Year	Salary ($)		Non-Equity Incentive Plan Compensation ($)			Stock Awards ($)³			All Other Compensation ($)			Total ($)
Ross Dove	2020		350,000		48,000			--			14,029	⁽²⁾		412,029
President and Chief Executive Officer	2019		350,000		40,250	⁽¹⁾		--			14,029	⁽²⁾		404,279
David Ludwig	2020		400,000		462,959			42,404	⁽³⁾		8,773	⁽⁴⁾		914,136
President, Financial Assets	2019		400,000		689,490			29,750	⁽³⁾		9,513	⁽⁴⁾		1,128,753
Nicholas Dove	2020		181,250		685,949			--			--			867,199
President, Industrial Assets	2019		175,000		337,654			--			--			512,654

Name	Number of Securities Underlying Unexercised Options: Exercisable			Number of Securities Underlying Unexercised Options: Unexercisable			Option Exercise Price($/Share)		Option Expiration Date	Equity Incentive Plan Awards: Number of Unearned Units of Stock That Have Not Vested			Equity Incentive Plan Awards: Market Value of Unearned Units of Stock That Have Not Vested
David Ludwig		200,000	⁽¹⁾		—		$	0.45	December 9, 2026		N/A			N/A
Ross Dove		325,000	⁽¹⁾		—		$	0.45	December 9, 2026		N/A			N/A
Nicholas Dove		45,000	⁽¹⁾		—		$	0.45	December 9, 2026		N/A			N/A
David Ludwig		—			—			N/A	N/A		300,000	⁽²⁾	$	0.43
David Ludwig		10,625	⁽³⁾		31,875	⁽³⁾	$	0.70	May 1, 2029		N/A			N/A
David Ludwig		—			45,000	⁽⁴⁾	$	1.41	June 1, 2030		N/A			N/A

Name	Fees Earned or Paid in Cash ($)			Option Awards ($)⁽¹⁾			Total ($)
Allan C. Silber		101,000			5,576			106,576
Samuel L. Shimer		38,000			5,576			43,576
Morris Perlis		32,500			5,576			38,076
J. Brendan Ryan		24,000			5,576			29,576
Michael Hexner		33,000			5,576			38,576
Barbara Sinsley		18,418			46,895			65,313
Kelly Sharpe		5,543			31,223			36,766
Emmett DeMoss		39,734	⁽²⁾		17,689	⁽²⁾		57,422
David Ludwig ⁽³⁾		—			—			—
Ross Dove ⁽³⁾		—			—			—

Baker Tilly	Year Ended December 31, 2020
Audit Fees	$	89,248
Audit-Related Fees		—
Tax Fees		—
All Other Fees		—
Total	$	89,248

Squar Milner	January 1, 2020 – November 1, 2020		Year Ended December 31, 2019
Audit Fees	$	45,360		130,000
Audit-Related Fees		34,274		—
Tax Fees		—		—
All Other Fees		15,212		—
Total	$	94,846		130,000

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		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:
Heritage Global Inc. 2016 Stock Option Plan		2,071,850	$	0.60		501,019

Equity compensation plans not approved by security holders:
2010 Non-Qualified Stock Option Plan		1,100,000	$	0.57		150,000
Accredited Personnel Stock Option Plan		344,375	$	0.96
Total		3,516,225	$	0.63		651,019

SEC Form DEF 14A filed by Heritage Global Inc.