Additional Proxy Soliciting Materials (definitive) (defa14a)
19 December 2018 - 8:16AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A INFORMATION
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 Rule 14a-12
GLOBAL DIGITAL SOLUTIONS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing
Fee (Check the appropriate box):
☑ 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:
(2) Aggregate
number of securities to which transaction applies:
(3) Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule
0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
☐ Fee
paid previously with preliminary materials.
☐ 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.
(1) Amount
Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
GLOBAL DIGITAL SOLUTIONS, INC.
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CONTROL ID:
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REQUEST ID:
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IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS
for the Annual Meeting of Stockholders
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DATE:
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January 31,
2018
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TIME:
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9:00 A.M. (local
time)
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LOCATION:
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Offices of First Capital Real Estate Investment, 2355 Gold Meadow
Way, Suite 160, Gold River, California 95670
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HOW TO REQUEST PAPER COPIES OF OUR
MATERIALS
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PHONE:
Call toll free
1-866-752-8683
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FAX:
Send this card to
202-521-3464
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INTERNET:
https://www.iproxydirect.com/gdsi
and follow the on-screen instructions.
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EMAIL:
proxy@iproxydirect.com.
Include your Control ID in your email.
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This communication represents a notice to access a more complete
set of proxy materials available to you on the Internet. We
encourage you to access and review all of the important information
contained in the proxy materials before voting. The proxy statement
is available at:
https://www.iproxydirect.com/gdsi
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If you want to receive a paper copy of the proxy materials you must
request one. There is no charge to you for requesting a
copy. To facilitate timely delivery please make the request,
as instructed above, before January 15, 2019.
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you may enter your voting instructions at
https://www.iproxydirect.com
/gdsi
until 11:59 pm eastern time January 30, 2019.
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The purposes of this meeting are as follows:
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1. A proposal to elect one (1) member of the Board to a one-year
term;
2. A proposal to ratify the appointment of Turner, Stone &
Company, LLP, as our independent registered public accounting firm
for the fiscal year ending December 31, 2019;
3. A proposal to approve an amendment to our Articles of
Incorporation to increase our authorized common shares to Two
Billion (2,000,000,000) shares from the current Six Hundred Fifty
Million (650,000,000) shares. The par value of the common shares
will not be changed
4. A proposal to approve a Special Litigation Committee, consisting
of William Delgado, to investigate the claims and allegations in
litigations deriving from the conduct of the Board of Directors and
the Officers leading to the Securities and Exchange Commission
complaint (the “Litigations”), to evaluate whether the
Company should pursue any of the claims asserted in the
Litigations, and to prepare such reports, arrive at such decisions,
and take such other actions in connection with the Litigations as
the Special Litigation Committee in its discretion deems
appropriate and in the best interests of the Company and its
stockholders, in accordance with New Jersey law; and
5. To transact such other business as may properly come before the
Annual Meeting.
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Pursuant to Securities and Exchange Commission rules, you are
receiving this Notice that the proxy materials for the Annual
meeting are available on the Internet. Follow the instructions
above to view the materials and vote or request printed
copies.
The board of directors has fixed the close of business on December
13, 2018 as the record date for the determination of stockholders
entitled to receive notice of the Annual Meeting and to vote the
shares of our common stock.
THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT YOU VOTE
“
FOR
”
THE DIRECTOR AND
“
FOR
”
PROPOSAL 2, 3, 4 AND
5
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Please note – This is not a Proxy Card - you cannot vote by
returning this card
GLOBAL DIGITAL SOLUTIONS, INC.
SHAREHOLDER
SERVICES
500 Perimeter Park
Drive Suite D
Morrisville NC
27560
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FIRST-CLASS MAIL
US POSTAGE
PAID
RALEIGH NC
PERMIT # 870
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TIME
SENSITIVE SHAREHOLDER INFORMATION ENCLOSED
IMPORTANT
SHAREHOLDER INFORMATION
YOUR VOTE IS
IMPORTANT
GLOBAL DIGITAL SOLUTIONS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
OF SOCIAL REALITY
ANNUAL
MEETING OF STOCKHOLDERS – JANUARY 31, 2019 AT 9:00 AM LOCAL
TIME
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CONTROL ID:
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REQUEST ID:
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The
undersigned, who is a shareholder of Global Digital Solutions, Inc.
(the "Company") hereby revokes any proxy heretofore given and does
hereby appoint William Delgado, with power of substitution, for and
in the name of the undersigned to attend the Annual Meeting of
Stockholders of the Company to be held at 9:00 PST on January 31,
2019, at the offices of First Capital Real Estate Investment, 2355
Gold Meadow Way, Suite 160, Gold River, California 95670, or any
adjournment or postponement thereof, and to vote, as designated
below.
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(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
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VOTING INSTRUCTIONS
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If you vote by phone, fax or internet, please DO NOT mail your
proxy card.
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MAIL:
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Please
mark, sign, date, and return this Proxy Card promptly using the
enclosed envelope.
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FAX:
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Complete the reverse portion of this Proxy Card
and Fax to
202-521-3464.
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INTERNET:
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https://www.iproxydirect.com/GDSI
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PHONE:
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1-866-752-VOTE(8683)
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ANNUAL MEETING OF THE STOCKHOLDERS OFGLOBAL DIGITAL SOLUTIONS,
INC.
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PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE:
☒
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PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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Proposal
1
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FOR
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WITHHOLD
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Elect
one member of the Board to a one-year term:
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CONTROL ID:
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William
Delgado
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☐
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☐
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REQUEST ID:
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Proposal
2
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FOR
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AGAINST
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ABSTAIN
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To
ratify the appointment of Turner, Stone & Company, LLP, as our
independent registered public accounting firm for the fiscal year
ending December 31, 2019.
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☐
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☐
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☐
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Proposal
3
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FOR
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AGAINST
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ABSTAIN
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To approve an
amendment to our Articles of Incorporation to increase our
authorized common shares to Two Billion (2,000,000,000) shares from
the current Six Hundred Fifty Million (650,000,000) shares. The par
value of the common shares will not be changed.
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☐
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☐
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☐
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Proposal
4
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FOR
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AGAINST
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ABSTAIN
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To approve a
Special Litigation Committee, consisting of William Delgado, to
investigate the claims and allegations in litigations deriving from
the conduct of the Board of Directors and the Officers leading to
the Securities and Exchange Commission complaint (the
“Litigations”), to evaluate whether the Company should
pursue any of the claims asserted in the Litigations, and to
prepare such reports, arrive at such decisions, and take such other
actions in connection with the Litigations as the Special
Litigation Committee in its discretion deems appropriate and in the
best interests of the Company and its stockholders, in accordance
with New Jersey law
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☐
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☐
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☐
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Proposal
5
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FOR
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AGAINST
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ABSTAIN
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To transact such
other business as may properly come before the Annual
Meeting.
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☐
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☐
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☐
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MARK
“X” HERE IF YOU PLAN TO ATTEND THE MEETING:
☐
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MARK HERE FOR ADDRESS CHANGE
☐
New
Address (if applicable):
____________________________________
____________________________________
____________________________________
IMPORTANT:
Please sign exactly as your name or names appear
on this Proxy. When shares are held jointly, each holder should
sign. When signing as executor, administrator, attorney, trustee or
guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized
person.
Dated:
________________________, 2018/2019
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(Print Name of
Stockholder and/or Joint Tenant)
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(Signature of
Stockholder)
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(Second Signature
if held jointly)
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