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Mobivity Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary9 Sep, 2025
Executive summary
A 1-for-25,000 reverse stock split is proposed to reduce the number of record holders below 300, enabling deregistration from the SEC and ending public company reporting obligations.
Stockholders with fewer than 25,000 shares in any account will be cashed out at $0.29 per share, while those with 25,000 or more will retain shares post-split.
The move is expected to save approximately $1,000,000 annually in compliance and reporting costs, allowing management to focus on long-term growth.
The Special Committee, composed of independent directors, unanimously determined the transaction is fair and in the best interests of all stockholders.
The company will no longer be eligible for major exchange listings, and post-split trading may only occur privately or on the OTC Pink Market.
Voting matters and shareholder proposals
Stockholders will vote on the reverse stock split and, if necessary, on adjourning the meeting to solicit more proxies.
Approval requires a majority of shares present and voting; abstentions and broker non-votes have no effect.
Directors and executive officers, holding 38% of shares, intend to vote in favor.
Board of directors and corporate governance
The Special Committee, consisting of independent, non-employee directors, was delegated full authority to evaluate and approve the transaction.
The Board’s Chairman, Thomas B. Akin, is excluded from the Special Committee but holds significant voting power.
The Board may reduce its size post-split, and the majority-independence requirement could be amended.
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Frequently asked questions
Mobivity Holdings Corp is a technology company that provides data-driven marketing solutions for businesses, particularly in the restaurant and retail industries. The company’s platform helps brands drive customer engagement and loyalty by using mobile messaging, personalized offers, and digital rewards programs. Mobivity’s services enable businesses to analyze customer behavior and deliver targeted marketing campaigns that boost sales and customer retention. The company is headquartered in Chandler, Arizona, USA, and its shares are listed on the OTCQB.
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