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TheStreet, Inc. Name of Registrant as Specified in its Charter. Payment of Filing Fee Check the appropriate box :. I am pleased to invite you to attend our Annual Meeting of Stockholders. We now have a new management team in place, including new leaders for our consumer business and institutional business as well as a new Editor in Chief who has created a unified newsroom.
We have always communicated to you and operated under the expectation that once the heavy lifting was done in jump starting this turnaround, the company would begin on the path towards profitability. We continue to focus on instituting best practices in corporate governance. Five directors have joined the Board in the last two years and w e now have filled out our Board at seven with five independent directors.
We feel we have created an effective Board that's committed to help guide the company to execute its business plan while creating value for all stockholders. Our financial and strategic plans are regularly reviewed by our Board which has provided significant input and oversight over the past year which is greatly appreciated.
We also regularly evaluate our Board composition, practices and director experience to best support our long-term strategy. We have adopted a majority voting standard for director elections last year and we are also following through on our commitment made last year to declassify the Board as you will see in this proxy statement.
Since I joined last July, Larry Kramer and I have held numerous meetings with investors to hear their views on the company and discuss our current strategies.
We continue to welcome your input and suggestions and look forward to showing you our progress throughout On behalf of everyone at TheStreet, we thank you for your continued support. A proxy card and a Proxy Statement for the Annual Meeting are enclosed. The Annual Meeting is for the purpose of considering and acting upon:.
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The close of business on April 5, has been fixed as the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. Information concerning the matters to be acted upon at the Annual Meeting is set forth in the accompanying Proxy Statement. This Proxy Statement describes the matters we would like you to vote on and provides information on those matters so you can make an informed decision. Purpose of the Annual Meeting.
The purpose of the Annual Meeting is to elect directors and to conduct the business described in the Notice of Annual Meeting.
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Annual Meeting Admission. Only stockholders are invited to attend the Annual Meeting. If you are a stockholder of record, please bring photo identification with you so we can check your name against our list of record holders. If your shares are held in the name of a bank, broker or other nominee, you must bring a brokerage statement or other proof of ownership with you to the Annual Meeting.
If you do not provide photo identification or comply with the other procedures outlined above, you will not be admitted to the Annual Meeting. No cameras including cell phone cameras , recording equipment, electronic devices, large bags, briefcases, or packages will be permitted in the Annual Meeting. Stockholders Entitled to Vote.
As of the Record Date, the Company had issued and outstanding 35,, shares of common stock and 5, shares of Series B Preferred Stock. Each share of common stock is entitled to one vote. The Series B Preferred Stock votes together with the common stock as a single class, with the Series B Preferred Stock having a number of votes equal to the number of votes that the holder of the Series B Preferred Stock would be entitled to cast had such holder converted its Series B Preferred Stock into common stock on the record date for determining the stockholders of the Company eligible to vote.
Most stockholders of the Company hold their shares through a stockbroker, bank, trustee or other nominee rather than directly in their own name.
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As summarized below, there are some distinctions between shares held of record and those owned beneficially:. The Board is not aware of any matters, other than the proposals described in this Proxy Statement, to be presented for a vote at the Annual Meeting.
Additionally, any of the persons named as proxyholders will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting in accordance with Delaware law and our By-laws. The presence in person or by proxy of the holders of a majority of the outstanding shares of capital stock issued and outstanding and entitled to vote at the Annual Meeting is necessary to constitute a quorum.
Voting Requirements. On this matter, your brokerage firm may vote your shares held in street name even if you have not given them specific voting instructions. With respect to all other proposals, a broker does not have discretionary authority to vote in the absence of instructions from the beneficial owner. If you do not provide specific voting instructions for such proposals, a broker non-vote will occur.
Broker non-votes have no effect and will not be counted towards the vote total for any proposal. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.
Voting Methods. If you hold shares directly as the stockholder of record, you may vote by granting a proxy or, if you wish to vote at the meeting, by using the ballot provided at the meeting. If you are the beneficial owner of shares held in street name, advance voting instructions must be submitted to your bank, brokerage firm, trustee or other nominee.
In most instances, you will be able to do this over the Internet, by telephone, or by mail.
Please refer to the instructions included on your Notice or proxy card or, for shares held in street name, on the Notice or the voting instruction form included by your bank, brokerage firm, trustee or other nominee.
The Internet and telephone voting procedures are designed to authenticate stockholders by use of a control number and to allow you to confirm that your instructions have been properly recorded.
Telephone and Internet voting for stockholders of record will be available 24 hours a day, and will close at p. All shares that have been properly voted and for which the vote has not been revoked will be voted at the Annual Meeting. An inspector of election, provided by Broadridge Financial Solutions, our proxy agent, will attend the Annual Meeting and tabulate the votes.
Changing or Revoking Your Vote. You may change or revoke your proxy instructions at any time prior to the cutoff time for telephone and internet voting if you vote by either of those methods and otherwise prior to the vote at the Annual Meeting.
For shares held directly in your name, you may accomplish this by granting a new proxy or revoking your proxy by voting again using the telephone or Internet prior to the cutoff time your latest telephone or Internet proxy prior to the cutoff time is the one that will be counted or by voting in person at the Annual Meeting. For shares held in street name, you may change or revoke your vote by following the instructions provided by your broker or other nominee.
Attendance at the Annual Meeting will not, by itself, revoke a proxy. SEC rules allow the Company to deliver a single copy of our Notice or, if applicable, our Proxy Statement and Annual Report on Form K to two or more stockholders of record residing at the same address if we believe the stockholders are members of the same family. Accordingly, your household may have received a single Notice or single set of proxy materials this year.
If you prefer to receive your own copy now or in future years, please request a duplicate set by contacting us at the following address: TheStreet, Inc.
Similarly, if you share an address with another stockholder and have received multiple sets of our proxy materials, you may contact us in the manner set forth above to request delivery of a single set of these materials in the future. If your shares are held in street name, you may have received a householding notice from your bank, brokerage firm, trustee or other nominee.
Stockholders who did not respond that they do not want to participate in householding are deemed to have consented to it, and only one Notice or one copy of the proxy materials is being sent to them. If proxy materials are mailed, each stockholder will continue to receive a separate voting instruction form. Stockholders wishing to change this election with their bank, brokerage firm, trustee or other nominee may contact their bank, brokerage firm, trustee or other nominee directly, or contact Householding Elections by calling , and be prepared to provide their name, the name of the banks, brokerage firms, trustees or other nominees where their shares are held, and their account numbers.
The revocation of a consent to householding will be effective 30 days following its receipt. Lists of Stockholders. Costs of Proxy Solicitation.
All costs incurred in the solicitation of proxies by the Company will be borne by the Company. In addition to the solicitation by mail, officers and employees of the Company may solicit proxies by mail, facsimile, email, telephone, in person or by other means, without additional compensation.
The Company will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses incurred in connection with forwarding proxy solicitation materials to the beneficial owners of common stock. Members of each class hold office for staggered three-year terms.
At each annual meeting of our stockholders, the successors to the directors whose terms expire are elected to serve from the time of their election and qualification until the third annual meeting of stockholders following their election or until a successor has been duly elected and qualified.
We are asking our stockholders to approve an amendment to our charter which would declassify the Board and move to annual elections starting in , and more information about that proposal can be found below. However, such board member is not a member of a class of directors. TCV has not elected an individual to fill the vacancy as of the date of this proxy statement but may do so in the future.
The names of the nominees and continuing directors, their ages as of the date of the Annual Meeting, and certain other information about them are set forth below. Nominees for Director. Sarah Fay, Stephen Zacharias and Betsy Morgan each have been nominated for election at the Annual Meeting as Class III directors, to serve as a director for a three-year term expiring at our Annual Meeting of Stockholders in or until their respective successors have been duly elected and qualified.
Each of these nominees is a current member of our Board and has consented to being named in this Proxy Statement as a nominee of the Board and to serve if elected.
In case either of these nominees should become unavailable for election to the Board prior to the Annual Meeting for any reason not presently known or contemplated, the proxyholders will have discretionary authority in that instance to vote for a substitute nominee. Sarah Fay.
Fay has served as a partner in Boston-based venture capital firm Glasswing Ventures since January, From April to May , Ms. Fay served as Chief Executive Officer of Aegis Media North America, a media and digital marketing communications company, where she was also responsible for launching and growing a significant part of that business during her eleven year tenure. Prior to this position, Ms. Fay served as President of Carat US and Isobar US, where she was tasked with the integration of digital and traditional media services.
Fay serves on the board of directors of several prominent independent digital marketing and advertising companies, such as Celtra, Inc. In addition, Ms.
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The Board believes that Ms. Stephen Zacharias. Zacharias, 67, has served as a director of the Company since June and has over 40 years of financial related experience in leadership positions among corporate public and private business. Since , Mr.
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Zacharias has served on the board of directors and as audit committee chair of Invictus Financial Inc. From to Mr. Zacharias served as board director for Hoovers, Inc.