silversun20221103

DEF 14A 1 silversun20221103_def14a.htm FORM DEF 14A silversun20221103_def14a.htm

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

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

SilverSun Technologies, 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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☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:

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☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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	(9)	Date Filed:

November 4, 2022

Dear Fellow SilverSun Stockholders:

We invite you to attend the 2022 Annual Meeting of Stockholders of SilverSun Technologies, Inc. to be held at the SilverSun corporate offices located at 120 Eagle Rock Avenue, East Hanover, New Jersey 07936 on December 15, 2022 at 10:00 A.M. EST.

The Notice of the Annual Meeting and Proxy Statement accompanying this letter provide information concerning matters to be considered and acted upon at the meeting. Immediately following the meeting, a report on our operations will be presented, including a question-and-answer and discussion period. Our 2021 results are presented in detail in our Annual Report.

Your vote is very important. We encourage you to read the Proxy Statement and vote your shares as soon as possible. Whether or not you plan to attend, you can be sure your shares are represented at the Annual Meeting by promptly submitting your vote by the Internet, by telephone or, if you request a paper copy of the proxy materials and receive a proxy card, by mail.

On behalf of the Board of Directors, thank you for your continued confidence and investment in SilverSun.

	Sincerely,

	/s/ Mark Meller
	Mark Meller
	Chairman of the Board

SilverSun Technologies, Inc.

120 Eagle Rock Avenue

East Hanover, NJ 07936

(973) 396-1720

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on Thursday, December 15, 2022

To the Stockholders of SilverSun Technologies, Inc.

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of SilverSun Technologies, Inc., a Delaware corporation (the “Company” or “SilverSun”), will be held on Thursday, December 15, 2022, beginning at 10:00 a.m. Eastern time. The purpose of the meeting is to consider and act upon the following matters:

	1.	To elect four (4) directors to serve until the next annual meeting of stockholders and until their respective successors shall have been duly elected and qualified, subject to the terms of the Merger Agreement (as defined herein)(Proposal 1);

	2.	To ratify the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 2); and

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

Only stockholders of record at the close of business on October 17, 2022, will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

All stockholders are cordially invited to attend the Annual Meeting. We are providing proxy material access to our stockholders via the Internet at www.proxyvote.com.Please give the proxy materials your careful attention.

At the Annual Meeting, shareholders will not be voting on the recently-announced September 29, 2022 Merger Agreement with, among others, Rhodium Enterprises, Inc., or any of the transactions contemplated thereby. Shareholders will receive a separate proxy statement and related materials before the special meeting we intend to hold to seek shareholder approvals as described under the “Recent Developments” section of the accompanying proxy statement.

	By Order of the Board of Directors,

	/s/ Mark Meller
	Mark Meller
	Chairman of the Board of Directors

New York, NY

November 4, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 15, 2022

The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

Your vote is important. We encourage you to review all of the important information contained in the proxy materials before voting.

RECENT DEVELOPMENTS

As previously announced, we have entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Rhodium Enterprises Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of the Company (“Merger Sub I”), Rhodium Enterprises Acquisition LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“Merger Sub II”), and Rhodium Enterprises, Inc., a Delaware corporation (“Rhodium”). Upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, (i) Merger Sub I shall be merged with and into Rhodium (the “First Merger”) in accordance with Delaware General Corporation Law (the “DGCL”). As a result of the First Merger, Merger Sub I shall cease to exist, and Rhodium shall continue as the surviving corporation of the First Merger, and (ii) immediately following the First Merger, Rhodium shall be merged with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”) in accordance with the DGCL and the Delaware Limited Liability Company Act . As a result of the Second Merger, Rhodium shall cease to exist, and Merger Sub II shall continue as the surviving company of the Second Merger and as a direct, wholly owned subsidiary of SilverSun which will operate the pre-Merger business of Rhodium through its management of Rhodium Technologies LLC, a Delaware limited liability company. The transactions contemplated by the Merger Agreement (the “Transactions”) are expected to close in the first quarter of 2023. The full text of the Merger Agreement is included in a Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) on October 3, 2022.

In connection with the Merger Agreement and the Mergers, SilverSun and SilverSun Technologies Holdings, Inc., a recently formed Delaware corporation and direct wholly owned subsidiary of SilverSun (“SilverSun Holdings”), will enter into that certain Separation and Distribution Agreement, whereby all of the issued and outstanding common stock of SilverSun Holdings, which owns all of the issued and outstanding common stock of (i) SWK Technologies, Inc., a Delaware corporation and indirect wholly owned subsidiary of SilverSun (“SWK”), and (ii) Secure Cloud Services, Inc., a Nevada corporation and indirect wholly owned subsidiary of SilverSun (“SCS”), will be distributed on a pro rata basis to the stockholders of SilverSun as of a yet to be determined record date.(the “Distribution”). Following the Distribution, (a) the businesses of SWK and SCS will continue to be operated consistent with past practices and will be managed by the current management of SilverSun and the current members of the SilverSun Board, and (b) SilverSun Holdings will apply for public listing of the SilverSun Holdings shares distributed in the Distribution in reliance on a Form 10 that will be filed by SilverSun Holdings with the SEC.

Shareholders will not be voting on the Mergers or any of the other Transactions at the Annual Meeting. Instead, a special meeting will be scheduled to seek shareholder approval on the Mergers and the other Transactions. We have filed with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) that included a joint proxy statement/prospectus. After the Registration Statement is declared effective by the SEC, we intend to mail a definitive proxy statement/prospectus to shareholders of record of SilverSun and Rhodium.

TABLE OF CONTENTS

GENERAL INFORMATION ABOUT THE PROXY STATEMENT AND ANNUAL MEETING	1
Soliciting Proxies	1
Voting Securities	1
Voting of Proxies	2
Revocability of Proxies	2
Voting Procedures and Votes Required	2
Uninstructed Shares	2
Changing Your Vote	2
Votes Required to Approve a Proposal	3
Tabulation and Reporting of Voting Results	3
Proxy Materials Are Available on the Internet	3
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	4
CORPORATE GOVERNANCE	8
Board of Directors	8
Board Committees	11
Board Diversity	13
Code of Ethics	14
Delinquent Section 16(a) Reports	14
EXECUTIVE OFFICERS	14
EXECUTIVE COMPENSATION	15
Summary Compensation Table	15
Agreements with Named Executive Officers	15
Outstanding Equity Awards at Year End	16
DIRECTOR COMPENSATION	16
OWNERSHIP OF COMMON STOCK	18
Transactions with Related Persons	19
AUDIT-RELATED MATTERS	20
Audit Committee Report	20
Audit Fees and Services	20
MATTERS TO BE VOTED ON	21
Proposal 1: Election of Four (4) Directors to Serve Until the Next Annual Meeting of Stockholders and Until their Respective Successors Shall Have Been Duly Elected and Qualified	21
Proposal 2: Ratification of the Selection of Marcum LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022	23
Pre-Approval Policies and Procedures	23
OTHER MATTERS	24
Householding of Annual Meeting Materials	24

SILVERSUN TECHNOLOGIES INC.

120 Eagle Rock Avenue

East Hanover, NJ 07936

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, DECEMBER 15, 2022

GENERAL INFORMATION ABOUT THE PROXY

STATEMENT AND ANNUAL MEETING

General

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of SilverSun Technologies, Inc. (together with its subsidiaries, the “Company”, “SilverSun”, “we”, “us” or “our”) for use at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, December 15, 2022, beginning at 10:00 a.m. Eastern time, and at any adjournment or postponement thereof (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. Accompanying this Proxy Statement is a proxy/voting instruction form (the “Proxy”) for the Annual Meeting, which you may use to indicate your vote as to the proposals described in this Proxy Statement. It is contemplated that this Proxy Statement and the accompanying form of Proxy will be first mailed to the Company’s shareholders on or about November 4, 2022.

Soliciting Proxies

The Company will solicit shareholders by mail through its regular employees and will request banks and brokers and other custodians, nominees and fiduciaries, to solicit their customers who have stock of the Company registered in the names of such persons and will reimburse them for reasonable, out-of-pocket costs. In addition, the Company may use the service of its officers and directors to solicit proxies, personally or by telephone, without additional compensation.

Voting Securities

Only shareholders of record as of the close of business on October 17, 2022 (the “Record Date”) will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof. As of the Record Date, there were approximately 5,256,177 shares of Common Stock of the Company issued and outstanding and entitled to vote representing approximately 853 holders of record. Shareholders may vote in person or by proxy. Each holder of shares of Common Stock is entitled to one vote for each share of stock held on the proposals presented in this Proxy Statement. The Company’s Bylaws, as amended, provide that at least a majority of the outstanding shares of stock entitled to vote, whether present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting. The enclosed Proxy reflects the number of shares that you are entitled to vote. Shares of Common Stock may not be voted cumulatively.

Why am I being provided with these proxy materials?

We have delivered printed versions of these proxy materials to you by mail in connection with the solicitation by our Board of proxies for the matters to be voted on at our Annual Meeting and at any adjournment or postponement thereof.

What do I do if my shares are held in “street name”?

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.

What if other matters come up at the Annual Meeting?

At the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the meeting or any adjournment or postponement thereof for consideration, and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

	●	You may submit another properly completed proxy card with a later date;
	●	You may send a timely written notice that you are revoking your proxy to the Company at 120 Eagle Rock Avenue, East Hanover, NJ 07936, Attn: Joseph Macaluso; or
	●	You may attend the Annual Meeting and vote in person. Simply attending the meeting will not, by itself, revoke your proxy.

	●	as necessary to meet applicable legal requirements;
	●	to allow for the tabulation and certification of votes; and
	●	to facilitate a successful proxy solicitation.

Name	Age	Position with the Company/Independence	New Board Term Expires
Mark Meller	63	Chief Executive Officer, President and Chairman	2023
Kenneth Edwards	63	Independent/Chairman of Audit Committee	2023
Stanley Wunderlich	74	Independent/ Chairman of Nominating and Governance Committee	2023
John Schachtel	60	Independent/Chairman of Compensation Committee	2023

Board Diversity Matrix (As of December 15, 2022)
Board Size:
Total Number of Directors	4
	Male	Female	Non-Binary	Gender Undisclosed
Part I: Gender Identity
Number of directors base on gender identity	4
Part II: Demographic Background
African American or Black	1
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White	3
Two or More Race or Ethnicities
LGBTQ+
Did not Disclose Demographic Background

	●	Been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	●	Had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

	●	Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan or insurance activities, or to be associated with persons engaged in any such activity;

	●	Been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;

	●	Been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Kenneth Edwards*	Stanley Wunderlich	Kenneth Edwards
Stanley Wunderlich	John Schachtel*	Stanley Wunderlich*
John Schachtel		John Schachtel

	●	selecting and recommending to the Board the appointment of an independent registered public accounting firm and overseeing the engagement of such firm;

	●	approving the fees to be paid to the independent registered public accounting firm;

	●	helping to ensure the independence of the independent registered public accounting firm;

	●	overseeing the integrity of our financial statements;

	●	preparing an audit committee report as required by the SEC to be included in our annual proxy statement;

	●	resolving any disagreements between management and the auditors regarding financial reporting;

	●	reviewing with management and the independent auditors any correspondence with regulators and any published reports that raise material issues regarding the Company’s accounting policies;

	●	reviewing and approving all related party transactions; and

	●	overseeing compliance with legal and regulatory requirements.

	●	reviewing and approving on an annual basis the corporate goals and objectives with respect to compensation for our Chief Executive Officer;

	●	reviewing, approving and recommending to our board of directors on an annual basis the evaluation process and compensation structure for our other executive officers;

	●	determining the need for an the appropriateness of employment agreements and change in control agreements for each of our executive officers and any other officers recommended by the Chief Executive Officer or board of directors;

	●	providing oversight of management’s decisions concerning the performance and compensation of other company officers, employees, consultants and advisors;

	●	reviewing our incentive compensation and other equity-based plans and recommending changes in such plans to our board of directors as needed, and exercising all the authority of our board of directors with respect to the administration of such plans;

	●	reviewing and recommending to our board of directors the compensation of independent directors, including incentive and equity-based compensation; and

	●	selecting, retaining and terminating such compensation consultants, outside counsel or other advisors as it deems necessary or appropriate.

Name and Position(s)	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total Compensation ($)
Mark Meller	2021	$	936,238	$	-	$	-	$	-	$	-	$	-	$	-	$	936,238
President, Chief Executive Officer, and Director	2020	$	885,758	$	-	$	-	$	-	$	-	$	-	$	-	$	885,758

Joseph Macaluso,	2021	$	237,085	$	37,347	$	-	$	89,062	$	-	$	-	$	-	$	363,494
Chief Financial Officer (1)	2020	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Christine Dye,	2021	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Chief Financial Officer (2)	2020	$	218,500	$	80,400	$	-	$	-	$	-	$	-	$	-	$	298,900

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Stanley Wunderlich		12,000		-		82,802		-		-		-		94,802

Kenneth Edwards (1) (2)		20,000		-		82,802		-		-		-		102,802

John Schachtel		18,000		-		82,802		-		-		-		102,802

	●	recommending to the Board nominees for election as directors at any meeting of shareholders and nominees to fill vacancies on the Board;

	●	considering candidates proposed by shareholders in accordance with the requirements in the Committee charter;

	●	overseeing the administration of the Company’s Code of Ethics;

	●	reviewing with the entire Board, on an annual basis, the requisite skills and criteria for Board candidates and the composition of the Board as a whole;

	●	the authority to retain search firms to assist in identifying board candidates, approve the terms of the search firm’s engagement and cause the Company to pay the engaged search firm’s engagement fee;

	●	recommending to the Board on an annual basis the directors to be appointed to each committee of the Board;

	●	overseeing an annual self-evaluation of the Board and its committees to determine whether it and its committees are functioning effectively; and

	●	developing and recommending to the Board a set of corporate governance guidelines applicable to the Company.

Name	Age	Position
Mark Meller	63	President, Chief Executive Officer and Director, Chairman
Joseph Macaluso	71	Chief Financial Officer

	Number of Shares of Common Stock Beneficially Owned			Percentage of Ownership of Common Stock (1)

Officers and Directors
Mark Meller Chief Executive Officer, President and Chairman		2,006,534	(2)		38.17	%

Joseph Macaluso
Chief Financial Officer		15,815	(3)		*

Kenneth Edwards Director		20,000	(4)		*

Stanley Wunderlich Director		20,500	(5)		*

John Schachtel
Director		24,264	(6)		*

Officers and Directors as a Group		2,087,113	(7)		39.14	%

Beneficial Shareholders

(1)	Based on 5,256,177 shares of Common Stock outstanding as of March 25, 2022. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants but are not deemed outstanding for purposes of computing the percentage of any other person.
(2)	Includes 800,000 shares owned by Mr. Meller’s wife. Mr. Meller disclaims beneficial ownership of the shares owned by his wife.
(3)	Includes 15,815 shares subject to currently exercisable stock options owned by Mr. Macaluso.
(4)	Includes 20,000 shares subject to currently exercisable stock options owned by Mr. Edwards.
(5)	Includes 20,000 shares subject to currently exercisable stock options owned by Mr. Wunderlich.
(6)	Includes 20,000 shares subject to currently exercisable stock options and 4,988 stock warrants owned by Mr. Schachtel.
(7)	Includes 80,803 shares subject to currently exercisable stock options and warrants held by all executives and directors of the Company (including those individually named above).

	All compensation plans previously approved by security holders; and All compensation plans not previously approved by security holders
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
	(a)		(b)		(c)
Equity compensation plans approved by security holders		165,620	$	6.26		868,440
Equity compensation plans not approved by security holders.		-	$	-		-
Total		165,620	$	6.26		868,440

Services	2021		2020
Audit Fees	$	147,077	$	106,281

Audit - Related Fees		-		53,694

Tax fees	$	35,896		56,823

All Other Fees		-		-

Total	$	182,973	$	216,798

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ☒	KEEP THIS PORTION FOR YOUR RECORDS
	DETACH AND RETURN THIS PORTION ONLY

The Board of Directors recommends you vote FOR the following:

1. To elect four (4) directors to hold office for a one year term and until each of their successors are elected and qualified;

Nominees
	For	Against	Abstain

1a. Mark Meller	☐	☐	☐	NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

1b. Kenneth Edwards	☐	☐	☐

1c. Stanley Wunderlich	☐	☐	☐

1d. John Schachtel	☐	☐	☐


The Board of Directors recommends you vote FOR
the following proposal:	For	Against	Abstain

2. To ratify the appointment of Marcum LLP as our independent certified public accounting firm for the fiscal year ending December 31, 2022;	☐	☐	☐




	Yes	No

Please indicate if you plan to attend this meeting	☐	☐


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

SEC Form DEF 14A filed by SilverSun Technologies Inc.