SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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FRANKLIN WIRELESS CORP.
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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):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-1l (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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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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FRANKLIN WIRELESS CORP.
2021
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
_____________________
December 23, 2021
at 2:00 p.m. Pacific Time
Franklin Wireless Corp.
9707 Waples Street
Suite 150
San Diego, CA 92121
FRANKLIN WIRELESS CORP.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 23, 2021
The 2021 Annual Meeting of Stockholders (the “Annual
Meeting”) of Franklin Wireless Corp. (“Franklin” or the “Company”) will be held at Franklin Wireless Corp.,
9707 Waples Street, Suite 150, San Diego, California 92121 on Thursday, December 23, 2021, at 2:00 p.m. Pacific Time.
At this year’s Annual Meeting, the agenda
will include: (i) the election of directors; (ii) the ratification of the selection of our independent registered public accounting firm
for fiscal 2022; (iii) the transaction of such other business as may properly come before the meeting or any adjournment thereof. Please
refer to the enclosed proxy statement for detailed information on each of these proposals and other important information about the Company.
We hope you will be able to attend the annual meeting,
but we know that not every stockholder will be able to do so. Whether or not you plan to attend, please complete, sign and return your
proxy, or vote by telephone, facsimile or via the Internet according to the instructions on the proxy card, so that your shares will be
voted at the annual meeting.
The Company intends to furnish the Annual Report,
Proxy Statement and Proxy card on or about November 12, 2021 to all stockholders entitled to vote at the Annual Meeting. Only stockholders
of record at the close of business on October 29, 2021 will be entitled to attend and vote at the meeting. A list of all stockholders
entitled to vote at the Annual Meeting will be available at the principal office of the Company, during usual business hours, for examination
by any stockholder for any purpose germane to the Annual Meeting for 10 days prior to the date thereof.
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By Order of the Board of Directors
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/s/ OC Kim
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OC Kim
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President
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WHETHER OR NOT YOU PLAN ON ATTENDING THE MEETING
IN PERSON, PLEASE VOTE AS PROMPTLY AS POSSIBLE TO ENSURE THAT YOUR VOTE IS COUNTED.
Franklin Wireless Corp.
9707 Waples Street
Suite 150
San Diego, California 92121
(858) 623-0000
______________________
PROXY STATEMENT
_______________________
This Proxy Statement is furnished in connection
with the solicitation of proxies by the Board of Directors of Franklin Wireless Corp. (“Franklin” or the “Company”)
to be voted at the Annual Meeting of Stockholders (“Annual Meeting”) which will be held at Franklin Wireless Corp., 9707 Waples
Street, Suite 150, San Diego, California 92121 on Thursday, December 23, 2021, at 2:00 p.m. Pacific Time, and at any postponements or
adjournments thereof. The proxy materials will be furnished to stockholders on or about November12, 2021.
REVOCABILITY OF PROXY AND SOLICITATION
Any stockholder executing a proxy that is solicited
hereby has the power to revoke it prior to the voting of the proxy. Revocation may be made by attending the Annual Meeting and voting
the shares of stock in person, or by delivering to the Secretary of the Company at the principal office of the Company prior to the Annual
Meeting a written notice of revocation or a later-dated, properly executed proxy. Solicitation of proxies may be made by directors,
officers and other employees of the Company by personal contact, telephone, facsimile transmittal or electronic communications. No
additional compensation will be paid for any such services. This solicitation of proxies is being made by the Company, which will
bear all costs associated with the mailing of this proxy statement and the solicitation of proxies.
RECORD DATE
Stockholders of record at the close of business
on October 29, 2021, will be entitled to receive notice of, attend and vote at the meeting.
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Why am I receiving these materials?
The Company is mailing a notice of meeting and
internet availability of documents to the last known address of its shareholders. Shareholders wanting a printed, paper version of the
documents may request so in writing by contacting the Transfer Agent, Mountain Share Transfer prior to the meeting date.
Mountain Share Transfer, LLC.
www.mountainsharetransfer.com
2030 Powers Ferry Road SE
Suite # 212
Atlanta, Ga. 30339
These documents are being made available to you
in connection with the Company’s solicitation of proxies for use at the Annual Meeting. These materials describe the proposals
on which the Company would like you to vote and to give you information on these proposals so that you can make an informed decision.
What is included in these materials?
These materials include:
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this Proxy Statement for the Annual Meeting;
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the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, and
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the proxy card or vote instruction form for the Annual Meeting.
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What is the proxy card?
The proxy card enables you to appoint OC Kim, our
President, as your representative at the Annual Meeting. By completing and returning a proxy card, you are authorizing this individual
to vote your shares at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted
whether or not you attend the Annual Meeting.
What is the purpose of the Annual Meeting?
At our Annual Meeting, stockholders will act upon
the matters outlined in the Notice of Annual Meeting on the cover page of this Proxy Statement, including (i) the election of five persons
named herein as nominees for directors of the Company to hold office, subject to the provisions of the bylaws of the Company, until the
next annual meeting of stockholders and until their successors are duly elected and qualified; (ii) ratification of the appointment of
Benjamin & Ko as the Company’s independent registered public accounting firm for the fiscal year 2022; and (iii) such other
matters as may properly come before the meeting or any adjournment thereof.
What constitutes a quorum?
Holders of a majority of shares of our Common Stock
entitled to vote at the Annual Meeting must be present at our Annual Meeting, in person or by proxy, to constitute a quorum necessary
to conduct the Annual Meeting.
What is the difference between a stockholder of record and a
beneficial owner of shares held in street name?
Most of our stockholders hold their shares in an
account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below,
there are some distinctions between shares held of record and those owned beneficially in street name.
Stockholder of Record
If, on October 29, 2021, your shares were registered
directly in your name with our transfer agent, Mountain Share Transfer, you are considered a stockholder of record with respect to those
shares, and the Notice of Annual Meeting and Proxy Statement was sent directly to you by the Company. As the stockholder of
record, you have the right to direct the voting of your shares by returning the proxy card to us. Whether or not you plan to attend the
Annual Meeting, please complete, date, sign and return a proxy card to ensure that your vote is counted.
Beneficial Owner of Shares Held in Street Name
If, on October 29, 2021, your shares were held
in an account at a brokerage firm, bank, broker-dealer, or other nominee holder, then you are considered the beneficial owner of shares
held in “street name,” and the Notice of Annual Meeting and Proxy Statement was forwarded to you by that organization.
The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial
owner, you have the right to direct that organization on how to vote the shares held in your account. However, since you are not the stockholder
of record, you may not vote these shares in person at the Annual Meeting unless you receive a valid proxy from the organization.
How do I vote?
Stockholders of Record. If you are a stockholder
of record, you may vote by any of the following methods:
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By Mail. You may vote by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided.
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Through the Internet. Go to the website set forth on your proxy card and follow the instructions provided at the website.
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In Person. You may attend and vote at the Annual Meeting. The Company will give you a ballot when you arrive.
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Other methods. You may vote by completing, signing, dating and returning your proxy card via email or facsimile following the instructions set forth on your proxy card.
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Beneficial Owners of Shares Held in Street Name.
If you are a beneficial owner of shares held in street name, you may vote by any of the following methods:
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By Mail. You may vote by proxy by filling out the vote instruction form and returning it in the pre-addressed, postage-paid envelope provided.
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Through the Internet. If provided to you by the organization that holds your shares, follow the instructions for voting through the Internet.
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In Person. If you are a beneficial owner of shares held in street name and you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the organization that holds your shares.
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Abstentions and broker non-votes
While the inspectors of election will treat shares
represented by proxies that reflect abstentions or include "broker non-votes" as shares that are present and entitled to vote
for purposes of determining the presence of a quorum, abstentions or "broker non-votes" do not constitute a vote "for"
or "against" any matter and thus will be disregarded in any calculation of "votes cast." However, abstentions and
"broker non-votes" will have the effect of a negative vote if an item requires the approval of a majority of a quorum or of
a specified proportion of all outstanding shares.
Brokers holding shares of record for customers
generally are not entitled to vote on “non-routine” matters, unless they receive voting instructions from their customers.
The term “uninstructed shares” means shares held by a broker who has not received voting instructions from its customers
on a proposal. A “broker non-vote” occurs when a nominee holding uninstructed shares for a beneficial owner does not vote
on a particular proposal because the nominee does not have discretionary voting power with respect to that non-routine matter.
What happens if I do not give specific voting instructions?
Stockholders of Record. If you are a stockholder
of record and you:
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indicate when voting on the Internet or by email or facsimile that you wish to vote as recommended by the Board of Directors, or
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sign and return a proxy card without giving specific voting instructions,
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then the proxy holder will vote your shares in the manner recommended
by the Board of Directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion
with respect to any other matters properly presented for a vote at the Annual Meeting.
Beneficial Owners of Shares Held in Street Name.
If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific
voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may
generally not vote on non-routine matters, such as the election of directors.
What are the Board’s recommendations?
The Board’s recommendation is set forth together
with the description of each item in this Proxy Statement. In summary, the Board recommends a vote:
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for election of the five directors nominated to hold office, subject to the provisions of the Bylaws of the Company, until the next annual meeting of stockholders and until their successors are duly elected and qualified;
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to approve the ratification of the appointment of Benjamin & Ko as the Company’s independent registered public accounting firm for the fiscal year 2022.
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With respect to any other matter that properly
comes before the meeting, the proxy holder will vote as recommended by the Board of Directors or, if no recommendation is given, in his
own discretion.
How are Proxy materials delivered to households?
For shareholders receiving proxy material by mail,
only one copy of the Company's 10-K for the fiscal year ending June 30, 2021 and this Proxy Statement will be delivered to an address
where two or more stockholders reside with the same last name or who otherwise reasonably appear to be members of the same family based
on the stockholders’ prior express or implied consent.
We
will deliver promptly upon written or oral request a separate copy of the Company's 10-K for the fiscal year ending June 30, 2021, as
amended, and this Proxy Statement upon such request. If you share an address with at least one other stockholder and you currently receive
one copy of our Annual Report and Proxy Statement at your residence, and would like to receive a separate copy of our Annual Report and
Proxy Statement for future stockholder meetings of the Company, please specify such request in writing and send such written request to
Franklin Wireless Corp., 9707 Waples Street, Suite 150, San Diego, CA 92121 Attention: Corporate Secretary.
How much stock is owned by 5% stockholders, directors, and executive
officers?
The following table sets forth
certain information regarding the beneficial ownership of our Common Stock as of September 28, 2021, by each director and executive officer
of the Company, each person known to us to be the beneficial owner of more than 5% of the outstanding Common Stock, and all directors
and executive officers of the Company as a group. Except as otherwise indicated below, each person has sole voting and investment power
with respect to the shares owned, subject to applicable community property laws.
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Shares Beneficially Owned
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Name and Address
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Number
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Percent
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Joon Won Jyoung
9707 Waples Street, Suite 150, San Diego, CA 92121
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1,004,948
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8.7%
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OC Kim
9707 Waples Street, Suite 150, San Diego, CA 92121
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1,096,695
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9.5%
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Gary Nelson
9707 Waples Street, Suite 150, San Diego, CA 92121
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314,008
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2.7%
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Yun J. (David) Lee
9707 Waples Street, Suite 150, San Diego, CA 92121
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10,000
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0.0%
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Johnathan Chee
9707 Waples Street, Suite 150, San Diego, CA 92121
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13,500
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0.0%
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Paul Packer
805 Third Ave., 15th Floor, New York, NY 10022
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848,259
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7.3%
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Kennedy Capital Management, Inc.
10829 Olive Blvd., St. Louis, MO 63141
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661,185
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5.7%
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AIGH Investment Partners, L.L.C.
6006 Berkley Avenue, Baltimore, MD21209
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780,000
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6.8%
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All directors and executive officers as a group
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1,434,203
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12%
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Based solely on a Schedule 13G dated February 12, 2021, which indicates that Mr. Packer may be deemed to beneficially own 848,259 shares. With respect to these shares, Mr. Packer has shared voting power and shared dispositive power with Globis Capital Partners, L.P., Globis Capital Advisors, L.L.C., Globis Overseas Fund, Ltd., Globis Capital Management, L.P. and Globis Capital, L.L.C.
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Based solely on a Schedule 13G dated July 9, 2021, which indicates that Kennedy Capital Management, Inc. may be deemed to beneficially own 661,185 shares.
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Based solely on a Schedule 13G dated January 12, 2021, which indicates
that AIGH Capital Management, L.L.C. may be deemed to beneficially own 780,000 shares.
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INFORMATION ABOUT THE BOARD OF DIRECTORS
The Board of Directors oversees our business and
affairs and monitors the performance of management. In accordance with corporate governance principles, the Board does not involve itself
in day-to-day operations. The directors keep themselves informed through discussions with the President and other key executives, visits
to the Company’s facilities, by reading the reports and other materials that we send them and by participating in Board and committee
meetings. Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier
death, resignation or removal. Biographical information about our directors is provided in “Proposal No. 1: Proposal for Election
of Five Directors.” Except as set forth in this Proxy Statement, none of our directors held directorships in other reporting
companies or registered investment companies at any time during the past five years.
Our Board currently consists of five persons, and
all of them have been nominated by the Company to stand for election.
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Age
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Position
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OC Kim
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57
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President, Secretary, and Director
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Gary Nelson
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80
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Chairman of the Board and Director
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Johnathan Chee
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58
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Director
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Heidy Chow
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43
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Director
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Kristina Kim
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59
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Director
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Involvement in Certain Legal Proceedings
To our knowledge, during the last ten years, none
of our directors has:
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Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
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Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.
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Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.
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Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
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Been the subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
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“Short- Swing Profits”
Litigation
A legal action was filed against Franklin,
as a nominal defendant, on or about July 22, 2021, claiming that OC Kim violated Section 16(b) of the Securities Act of 1934 for receiving
“short-swing profits” from a sale and purchase of shares in violation of the Act. We believe the allegations are not supported
by the facts and we intend to vigorously defend against these claims.
How often did the Board meet during fiscal 2021?
During fiscal 2021, the Board of Directors held
five meetings. Each director attended all of the meetings of the Board.
What committees has the Board established?
The Board of Directors has established three committees:
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Audit Committee consisting of Heidy Chow, CPA (committee chair), Gary Nelson, and Kristina Kim.
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Compensation Committee consisting of Gary Nelson (committee chair) and Johnathan Chee.
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Nominating Committee consisting of Gary Nelson (committee chair) and Johnathan Chee.
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Audit Committee
The Audit Committee is responsible for retaining,
evaluating and, if appropriate, recommending the termination of the Company’s independent auditors. The Audit Committee assists
the Board in oversight of (1) the integrity of the Company’s financial statements, (2) the Company’s independent
auditor’s qualifications and independence, and (3) the performance of the independent auditors. In addition, the Committee
renders its report for inclusion in the Company’s annual proxy statement. The Audit Committee’s charter is available
on the Company’s website at www.franklinwireless.com
The Audit Committee has the authority to obtain
advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.
During fiscal 2021, the Audit Committee met four times. The current members of the Audit Committee meet the NASDAQ Listing Standards for
the independence of audit committee members. The Board has determined that Heidy Chow is an “audit committee financial expert”
Within the meaning of the Securities Exchange Act of 1934. The Report of the Audit Committee is presented elsewhere in this Proxy Statement.
Compensation Committee
The Compensation Committee assists the Board in
discharging its responsibilities relating to compensation of the Company’s President and other executives. The Committee also
determines individuals to be granted options under the Company’s Stock Option Plan, the number of options awarded and the term of
the options and interprets provisions of such plan. The Compensation Committee’s charter is available on the Company’s website
at www.franklinwireless.com.
During fiscal 2021, the Compensation Committee
met twice.
Nominating Committee
The Nominating Committee is responsible for identifying
individuals qualified to become directors. The Nominating Committee seeks to identify director candidates based on input provided by a
number of sources, including (1) the members of the Board of Directors, (2) our stockholders, and (3) third parties, such as service providers.
In evaluating potential candidates for director, the Board of Directors considers the entirety of each candidate’s credentials.
Qualifications
for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing
composition of the Board of Directors. However, at a minimum, candidates for director must possess:
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high personal and professional ethics and integrity;
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the ability to exercise sound judgment;
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the ability to make independent analytical inquiries;
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a willingness and ability to devote adequate time and resources to diligently perform Board and committee duties; and
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the appropriate and relevant business experience and acumen.
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The Board of Directors will consider nominees recommended
by stockholders if such recommendations are made in writing to the Board in compliance with the Bylaws of the Company. The Board of Directors
does not plan to change the manner in which it evaluates nominees for election as a director based on whether the nominee has been recommended
by a stockholder or otherwise.
In considering new nominees and whether to re-nominate
existing members of the Board, the committee seeks to achieve a Board with strengths in its collective knowledge and a broad diversity
of perspectives, skills and business and professional experience. Among other items, the committee looks for a range of experience in
strategic planning, sales, finance, executive leadership, industry, and similar attributes. The Nominating Committee’s charter is
available on the Company’s website at www.franklinwireless.com.
Stockholder Communications
Stockholders requesting communication with directors
can do so by writing to Franklin Wireless Corp., c/o Corporate Secretary, 9707 Waples Street, Suite 150, San Diego, CA 92121. At
this time we do not screen communications received and would forward any requests directly to the named director. If no director is named
in a general inquiry, the Secretary would forward such request to the Chairman of the Board of Directors. We do not provide the physical
address, email address, or phone numbers of directors without a director’s permission.
Code of Ethics
We have adopted a Code of Ethics that applies to
all our directors, officers and employees, including our President.
Director Compensation
Our directors are reimbursed
for reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors. Employee directors do not receive any
cash compensation for service as directors and do not receive any equity compensation designated for such services. Members of the Board
of Directors who are not employees may receive stock option grants as consideration for their board service from time to time, although
there is no established policy for such stock option grants.
Fiscal 2021 Director Compensation
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Fee Earned or
Paid in Cash
($)(1)
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Option
Awards
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All Other
Compensation
($)
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Total
($)
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Gary Nelson
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14,500
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–
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14,500
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Johnathan Chee
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14,500
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–
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14,500
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Heidy Chow
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14,500
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–
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–
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14,500
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Kristina Kim (2)
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7,500
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7,500
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Directors are compensated at a base rate of $10,000 and $15,000 annually for the years ended December 31, 2020, and 2021, respectively, and prorated based upon board meeting attendance. Bonuses may be awarded when the business has performed exceptionally well as determined by the Board of Directors. For the six months ended December 31, 2021, the Board of Directors approved bonuses of $2,000 each to Gary Nelson, Jonathan Chee, and Heidy Chow. For the six months ended June 30, 2021, there has been no approved bonus for the Directors.
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On January 27, 2021, the Board of Directors appointed
Ms. Kristina Kim to the Board of Directors to replace Mr. Joon Won Jyoung, who resigned his position on the Board on January 26, 2021.
There were no outstanding equity awards held by
any of the non-officer directors as of June 30, 2021.
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INFORMATION ABOUT THE EXECUTIVE OFFICERS
The executive officers are appointed by our Board
of Directors and hold office at the pleasure of the Board. There are no family relationships between any of our directors or executive
officers. The current executive officers of the Company are as follows:
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Name
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|
Age
|
|
Position
|
|
OC Kim
|
|
57
|
|
President, Secretary and a Director
|
|
Yun J. (David) Lee
|
|
60
|
|
Chief Operating Officer
|
|
David Brown
|
|
57
|
|
Acting Chief Financial Officer
|
The following includes the principal occupations
for the past five years (and, in some instances, for prior years) of each of our executive officers:
OC Kim has been our President, Secretary and
a director since September 2003 and Acting Chief Financial Officer from April, 2018 to March, 2021. Prior to joining Franklin Wireless,
Mr. Kim was the CEO and President of Accetio Inc., a company he founded in April 2001 that developed cell phones and modules for the telecommunications
industry. In September 2003, Accetio Inc. merged with Franklin Telecommunications Corp. and was renamed Franklin Wireless. Prior to this,
Mr. Kim was the Chief Operating Officer of Axesstel Inc., a pioneering developer of CDMA Wireless Local Loop Products. Before joining
Axesstel, he was the president of the U.S. sales office for Kolon Data Communications Co., Ltd., one of Korea's most prominent technology
conglomerates. While at Kolon Data Communications, Mr. Kim helped introduce the first generation of CDMA phones to the Korean market through
his work with Qualcomm Personal Electronics (QPE), a joint venture between Qualcomm Incorporated and Sony Electronics Inc. Mr. Kim began
his career at Lucky Goldstar (LG) Electronics. He has more than 28 years of experience in sales, marketing, and operations management
in the telecommunications and information systems industries. He earned a B.A. from Sogang University in Korea.
Yun J. (David) Lee has been the Chief Operating
Officer since September 2008. Mr. Lee has 22 years of upper level management experience in telecommunications, including experience in
the cellular telephone business in the U.S. and South America. Prior to joining the Company, he was President of Ace Electronics,
and served as Chief Financial Officer and Director of Sales and Marketing for RMG Wireless. Prior to that, he served as Controller and
Director of International Sales for Focus Wireless in Chicago.
David Brown has served as
our Acting Chief Financial officer since March 2021. With over 25 years of financial experience, David Brown has worked in several industries
including manufacturing, aerospace, biotech, and electronics. A graduate in accounting from San Diego State University, David has advanced
knowledge of accounting, budgeting, and cash management. He has developed and implemented internal policies and procedures throughout
several organizations and has managed all aspects of the finance departments along with outside auditors.
Involvement in Certain Legal Proceedings
To our knowledge, during the last ten years, none
of our executive officers has:
|
|
·
|
Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
|
|
|
|
|
|
|
·
|
Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.
|
|
|
|
|
|
|
·
|
Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.
|
|
|
|
|
|
|
·
|
Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities 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 to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Short-Swing Profits
Litigation
A legal action was filed against Franklin,
as a nominal defendant, on or about July 22, 2021, claiming that OC Kim violated rule 16b of the Securities Act for taking “short-swing”
profits from a sale and purchase of shares in violation of the Act. We believe the allegations are not supported by the facts and we
intend to vigorously defend against these claims.
EXECUTIVE COMPENSATION
The following table sets forth
all compensation paid or accrued by us for the years ended June 30, 2021, and 2020 to our President, Chief Operating Officer, and Chief
Financial Officer (The "Named Executive Officers").
|
Name and Principal Position
|
|
Fiscal
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Option Awards
($)
|
|
|
All Other Compensation
($)(1)
|
|
|
Total
($)
|
|
|
OC Kim,
|
|
|
2020
|
|
|
$
|
220,000
|
|
|
$
|
25,000
|
|
|
$
|
–
|
|
|
|
–
|
|
|
$
|
245,000
|
|
|
President
|
|
|
2021
|
|
|
$
|
286,667
|
|
|
$
|
58,000
|
|
|
$
|
–
|
|
|
|
–
|
|
|
$
|
344,667
|
|
|
Yun J. (David) Lee,
|
|
|
2020
|
|
|
$
|
220,000
|
|
|
$
|
33,000
|
|
|
$
|
–
|
|
|
|
–
|
|
|
$
|
253,000
|
|
|
Chief Operating Officer
|
|
|
2021
|
|
|
$
|
286,667
|
|
|
$
|
58,000
|
|
|
$
|
404,090
|
|
|
|
–
|
|
|
$
|
748,757
|
|
|
David Brown,
|
|
|
2020
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
|
–
|
|
|
$
|
–
|
|
|
Acting Chief Financial Officer
|
|
|
2021
|
|
|
$
|
40,032
|
|
|
$
|
2,000
|
|
|
$
|
–
|
|
|
|
–
|
|
|
$
|
42,032
|
|
Outstanding Equity Awards at Fiscal Year-End
The following table presents
the outstanding equity awards held by each of the Named Executive Officer as of June 30, 2021. The only outstanding equity awards
are stock options. Options to purchase 100,000 shares were granted to Yun J. (David) Lee during fiscal 2021. The options vest over periods
ranging from one to three years and are subject to early termination on the occurrence of certain events related to termination of employment.
In addition, the full vesting of options is accelerated if there is a change in control of the Company.
Options Awards
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares that
have not
Vested
(#)
|
|
|
Market Value
of Shares that
have not
Vested
($)
|
|
|
Yun J. (David) Lee
|
|
|
100,000 (1)
|
|
|
$1.34
|
|
06/15/2022
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
75,000 (2)
|
|
|
$0.45
|
|
06/15/2022
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
100,000 (3)
|
|
|
$5.40
|
|
07/13/2025
|
|
|
66,667
|
|
|
|
$611,336
|
|
|
(1)
|
The option vests and is exercisable in full on the first anniversary of the date of the grant and has a ten-year term.
|
|
(2)
|
The option vests and is exercisable over two years as follows:
|
|
|
i.
|
50% of the shares underlying the option vest on the first anniversary of the date of the grant.
|
|
|
ii.
|
25% of the shares underlying the option vest eighteen months following the date of the grant.
|
|
|
ii.
|
25% of the shares underlying the option vest on the second anniversary of the date of the grant.
|
The option originally had a five-year
term and an expiration date of June 11, 2014. On June 10, 2014, the option was modified to extend the term an additional five years to
June 11, 2019. On June 11, 2019, the option was again modified to extend the term an additional three years to June 15, 2022.
|
(3)
|
The option vests and is exercisable over three years as follows:
|
|
|
i.
|
33.3% of the shares underlying the option vest on the first anniversary of the date of the grant.
|
|
|
ii.
|
33.3% of the shares underlying the option vest on the second anniversary of the date of the grant.
|
|
|
ii.
|
33.3% of the shares underlying the option vest on the third anniversary of the date of the grant.
|
EMPLOYMENT CONTRACTS
On September 21, 2009, we entered into Change of
Control Agreements with OC Kim, our President, and Yun J. (David) Lee, our Chief Operating Officer. Each Change of Control Agreement provides
for a lump sum payment to the officer in case of a change of control of the Company. The term includes the acquisition of Common Stock
of the Company resulting in one person or company owning more than 50% of the outstanding shares, a significant change in the composition
of the Board of Directors of the Company during any 12-month period, a reorganization, merger, consolidation or similar transaction resulting
in the transfer of ownership of more than fifty percent (50%) of the Company's outstanding Common Stock, or a liquidation or dissolution
of the Company or sale of substantially all of the Company's assets.
The Change of Control Agreement with Mr. Kim calls
for a payment of $5 million upon a change of control; the agreement with Mr. Lee calls for a payment of $2 million upon a change of control.
The Board of Directors has approved extension of
the Change of Control Agreements with Mr. Kim and Mr. Lee through October 1, 2024.
On October 1, 2021, the Board of Directors renewed
Franklin’s management agreement with its Chief Executive Officer, OC Kim.
COMPENSATION DISCUSSION AND ANALYSIS
GENERAL PHILOSOPHY - We compensate
our executive officers through a mix of base salary, bonus and stock options. Our compensation policies are designed to be competitive
with comparable employers and to align management’s incentives with both near term and long-term interests of our stockholders.
We use informal methods of benchmarking our executive compensation, based on the experience of our directors or, in some cases, studies
of industry standards. Our compensation is negotiated on a case by case basis, with attention being given to the amount of compensation
necessary to make a competitive offer and the relative compensation among our executive officers.
BASE SALARIES - We want to provide
our senior management with a level of cash compensation in the form of base salary that facilitates an appropriate lifestyle given their
professional status and accomplishments.
INCENTIVE COMPENSATION - Our practice
is to award cash bonuses based upon performance objectives set by the Board of Directors. We maintain a bonus plan which provides our
executive officers and non-executive officers the ability to earn cash bonuses based on the achievement of performance targets. The performance
targets are established by the Board of Directors, and bonuses may be awarded to executive officers and non-executive officers on a quarterly
basis. The actual amounts of cash bonuses to executive officers and non-executive officers are in the sole discretion of the Board of
Directors. For fiscal 2018, the performance targets were based on achieving revenue and operating income targets.
SEVERANCE BENEFITS - We are generally
an at will employer and have no employment agreements with severance benefits; however, we have entered into Change of Control Agreements
with certain of our executive officers, that provide them with lump sum payments in the event of a change in control of the
Company.
RETIREMENT PLANS - We do not maintain
any retirement plans.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors hereby reports as follows:
1. The
Audit Committee has reviewed and discussed the Company’s audited financial statements with the Company’s management and representatives
of Benjamin & Ko;
2. The
Audit Committee has discussed with Benjamin & Ko, the matters required to be discussed by Statement on Auditing Standards No. 61,
as amended (AICPA, Professional Standards, Volume 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule
3200T; and
3. The
Audit Committee has received the written disclosures and a letter from Benjamin & Ko, required by applicable requirements of the Public
Company Accounting Oversight Board, regarding the independent accountants’ communication with the Audit Committee concerning independence
and has discussed Benjamin & Ko’s independence with Benjamin & Ko.
Based on the review and discussions referred to
above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s
Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed with the Securities and Exchange Commission.
The Audit Committee:
Heidy Chow, Chairman
Gary Nelson
Kristina Kim
ACTIONS TO BE TAKEN AT THE MEETING
PROPOSAL NO. 1:
PROPOSAL FOR ELECTION OF FIVE DIRECTORS
At this year’s Annual Meeting, the Board
of Directors proposes that the nominees listed below, all of whom are currently serving as directors, be elected to hold office until
the next annual meeting of stockholders and until their successors are duly elected and qualified. The Board has no reason to believe
that any of the persons named below will be unable or unwilling to serve as a nominee or as director if elected.
Assuming a quorum is present, the five nominees
receiving the highest number of affirmative votes of shares entitled to be voted for such persons will be elected as directors of the
Company to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. Unless
marked otherwise, proxies received will be voted "FOR" the election of the nominees named below. In the event that additional
persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as will
ensure the election of the nominees listed below, and, in such event, the specific nominees to be voted for will be determined by the
proxy holders.
Information With Respect to Director Nominees
Listed below are the nominees for election to our
Board with information showing the principal occupation or employment of the nominees for director, the principal business of the corporation
or other organization in which such occupation or employment is carried on, and such nominees’ business experience during the past
five years. Such information has been furnished to the Company by the director nominees. Each nominee is currently a director of the Company.
|
Name
|
|
Age
|
|
|
OC Kim
|
|
|
57
|
|
|
Gary Nelson
|
|
|
80
|
|
|
Kristina Kim
|
|
|
59
|
|
|
Johnathan Chee
|
|
|
58
|
|
|
Heidy Chow
|
|
|
43
|
|
OC Kim has been our President, Secretary and
a director since September 2003. Prior to joining Franklin Wireless, Mr. Kim was the CEO and President of Accetio Inc., a company he founded
in April 2001 that developed cell phones and modules for the telecommunications industry. In September 2003, Accetio Inc. merged with
Franklin Telecommunications Corp. and was renamed Franklin Wireless. Prior to this, Mr. Kim was the Chief Operating Officer of Axesstel
Inc., a pioneering developer of CDMA Wireless Local Loop Products. Before joining Axesstel, he was the president of the U.S. sales office
for Kolon Data Communications Co., Ltd., one of Korea's most prominent technology conglomerates. While at Kolon Data Communications, Mr.
Kim helped introduce the first generation of CDMA phones to the Korean market through his work with Qualcomm Personal Electronics (QPE),
a joint venture between Qualcomm Incorporated and Sony Electronics Inc. Mr. Kim began his career at Lucky Goldstar (LG) Electronics. He
has more than 28 years of experience in sales, marketing, and operations management in the telecommunications and information systems
industries. He earned a B.A. from Sogang University in Korea.
We believe Mr. Kim’s qualifications to serve
as a director of the Company include his extensive business, operational and management experience in the wireless industry,
including his current position as the Company’s President. In addition, his knowledge of the Company’s business,
products, strategic relationships and future opportunities is of great value to the Company.
Gary Nelson has been
a director since September 2003. Mr. Nelson was an early investor in Franklin Telecommunications Corp. in the 1980’s and served
as a director from 2001 up until the Company’s merger with Accetio Inc. in September 2003, at which time the Company was renamed
Franklin Wireless Corp. Following the merger, Mr. Nelson became a director and ultimately Chairman of the Board of Franklin Wireless Corp.
He was co-founder and President of Churchill Mortgage Corporation, an income property mortgage banking firm based in Los Angeles, California,
which was a loan correspondent for major life insurance companies and other financial institutions. In addition, Mr. Nelson was the Chief
Operating Officer of Churchill Mortgage Capital, which is the loan origination arm of Churchill Mortgage Corporation. Mr. Nelson’s
prior experience includes various marketing positions with Control Data Corporation and design engineering positions with North American
Aviation where he worked on the Apollo Project. He holds a B.S. in Mechanical Engineering from Kansas State University and an MBA from
the University of Southern California.
We believe that Mr. Nelson’s qualifications
to serve as a director of the Company include his many years of business, operational and management experience including his previous
position as President of Churchill Mortgage Corporation. In addition, Mr. Nelson has served as a director of the Company for thirteen years,
and brings a valuable historical perspective on the development of the Company’s business and its leadership.
Kristina Kim is a licensed
attorney with extensive knowledge of global import/export, international trade, and regulatory issues. Ms. Kim also served as General
Counsel and Vice President with Samsung International Inc. for over 14 years. Ms. Kim holds a B.A. in Biochemistry and Molecular Biology
from the University of California at Santa Barbara, and a Juris Doctorate from the University of San Diego.
We believe Ms. Kim’s qualifications to serve
as a director of the Company include her experience as a business attorney that allow her to provide the Company’s
Board of Directors with valuable knowledge of legal matters that may affect the Company.
Johnathan Chee has
been a director since September 2009. He is an attorney and has owned the Law Offices of Johnathan Chee, in Niles, Illinois, since
August 2007. Mr. Chee has represented clients in various business dealings and negotiations with Ameritech, SBC, Sprint and several wireless
carriers in Latin America. Between 1998 and 2007, he served as an attorney with the C&S Law Group, P.C., in Glenview, Illinois. He
holds a B.A. from the University of Illinois-Chicago and a J.D. from IIT Chicago-Kent College of Law. He is a member of the Illinois Bar
Association.
We believe Mr. Chee’s qualifications to serve
as a director of the Company include his experience as a business attorney that allow him to provide the Company’s
Board of Directors with valuable knowledge of legal matters that may affect the Company.
Heidy Chow is a Certified Public Accountant and
an experienced finance and accounting executive whose client base includes several IT companies. Ms. Chow is an Assurance Partner of The
Pun Group, LLP and has over fifteen (15) years of combined experience in auditing, consulting and finance. Ms. Chow’s career in
public accounting was spent primarily with the national firms of RSM US and Ernst & Young, and regional firms where she has specialized
in corporate accounting and auditing services. She supervises engagement teams in areas of designing and planning audits in accordance
with the AICPA Generally Accepted Auditing Standards and Public Company Accounting Oversight Board (PCAOB) standards. In addition, she
often serves on a contract basis as Chief Financial Officer for privately held small and middle market companies. She holds a B.S. in
Accounting from California State Polytechnic University, Pomona
Required Vote
The election of the directors of the Company requires
the affirmative vote of a plurality of the votes cast by stockholders, who are entitled to vote, present in person or represented by Proxy
at the Annual Meeting, which will be the nominees receiving the largest number of votes, which may or may not constitute less than a majority.
RECOMMENDATION OF THE BOARD FOR PROPOSAL NO.
1:
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION
OF ALL THE NOMINEES DESCRIBED ABOVE.
ACTIONS TO BE TAKEN AT THE MEETING (Continued)
PROPOSAL NO. 2:
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Board of Directors has recently reappointed
Benjamin & Ko as the independent registered public accounting firm for the Company to audit the consolidated financial statements
of the Company for fiscal year 2022. Although ratification by stockholders is not required by law, the Board of Directors has determined
that it is desirable to request ratification of this selection by the stockholders. Notwithstanding its selection, the Board of Directors,
in its discretion, may appoint a new independent registered public accounting firm at any time during the year if the Board of Directors
believes that such a change would be in the best interests of the Company and its stockholders. If the stockholders do not ratify
the appointment of Benjamin & Ko, the Audit Committee may reconsider its selection.
The vote of a majority of the shares of Common
Stock present or represented at the meeting is required for approval. Broker non-votes will be voted in favor of approval. Benjamin &
Ko acted as the Company’s independent registered public accounting firm during the past fiscal year. It is not anticipated
that a representative of Benjamin & Ko will attend the Annual Meeting of Stockholders.
The aggregate fees billed for the two most recently
completed fiscal periods for the audit of our annual financial statements and services provided by the independent registered public accounting
firm were as follows:
|
|
|
FY 2021
|
|
|
FY 2020
|
|
|
Audit Fees
|
|
$
|
84,000
|
|
|
$
|
68,600
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
84,000
|
|
|
$
|
68,600
|
|
In the above table, “Audit Fees” are
fees billed by Benjamin & Ko for services provided in auditing the Company’s financial statements for the year ended June 30,
2021 and by Haskell & White for the year ended June 30, 2020.
Pre-Approval Policies and Procedures
The Board of Directors pre-approves all audit and
non-audit services performed by the Company’s auditor and the fees to be paid in connection with such services in order to
assure that the provision of such services does not impair the auditor’s independence. All of the services described above were
approved in advance by the Board of Directors.
RECOMMENDATION OF THE BOARD FOR PROPOSAL NO.
2:
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION
OF THE APPOINTMENT OF BENJAMIN & KO AS AUDITORS FOR THE 2022 FISCAL YEAR.
ACTIONS TO BE TAKEN AT THE MEETING (Continued)
OTHER MATTERS
The Board of Directors knows of no other business
which will be presented at the Annual Meeting. If any other matters properly come before the meeting, the persons named in the enclosed
Proxy and will vote the shares represented thereby in accordance with their judgment on such matters.
ADDITIONAL INFORMATION
Annual Reports on Form 10-K
Additional copies of Franklin's Annual Report on
Form 10-K for the fiscal year ended June 30, 2021 may be obtained without charge by writing to the Corporate Secretary, Franklin Wireless
Corp., 9707 Waples Street, Suite 150, San Diego, CA 92121.
Stockholders Proposals for the 2022 Annual Meeting
Any stockholder who wishes to present proposals
for inclusion in the Company’s proxy materials for the 2022 Annual Meeting of Stockholders may do so by following the procedures
prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, as amended. To be eligible, the stockholder proposals must be
received by our Corporate Secretary at our principal executive office on or before July 10, 2022. Such proposal must also meet the other
requirements of the rules of the SEC relating to Stockholders’ proposals.
Proxy Solicitation Costs
The proxies being solicited hereby are being solicited
by the Company. The Company will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing
of the Notice, the Proxy Statement, the Proxy card and establishment of the Internet site hosting the proxy material. Copies of solicitation
materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of common stock beneficially
owned by others to forward to such beneficial owners. Officers and regular employees of the Company may, but without compensation other
than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, telex, facsimile or electronic
means. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to
the beneficial owners of stock.
|
|
By Order of the Board of Directors,
|
|
|
|
|
|
|
|
|
|
|
|
/s/ OC Kim
|
|
|
|
OC Kim
|
|
|
|
President
|
|
Franklin Wireless Corp.
2021 Proxy Card
The undersigned hereby appoints OC Kim as attorney
and proxy for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to represent
and vote, as designated below, all shares of stock of Franklin Wireless Corp., a Nevada corporation, held of record by the undersigned
on October 29, 2021, at the Annual Meeting of the Shareholders to be held on December 23, 2021, or at any adjournment or postponement
of such meeting, in accordance with and as described in the Notice of Annual Meeting of Shareholders and Proxy Statement. If no direction
is given, this proxy will be voted FOR each Director in Proposal 1 & FOR ratification in Proposal 2, and in the discretion of the
proxy as to such other matters as may properly come before the meeting.
[X] Please mark the votes
as in this example.
The Board of Directors Recommends that you vote
FOR all directors listed in Proposal 1
and vote FOR on Proposal 2
|
Proposal #
|
Description
|
FOR
|
Against
|
Abstain
|
|
1.
|
Election of Directors
Nominees Include:
· OC
Kim
· Gary
Nelson
· Kristina
Kim
· Jonathan
Chee
· Heidy
Chow
|
_______
_______
_______
_______
_______
|
_______
_______
_______
_______
_______
|
_______
_______
_______
_______
_______
|
|
|
|
|
|
|
|
2.
|
Ratification of the appointment of Benjamin & Ko as Auditors
|
_______
|
_______
|
_______
|
The undersigned hereby revokes any
proxy or proxies heretofore given to vote upon or act with respect to such stock and hereby ratifies all that the proxies, their substitutes,
or any of them, may lawfully do by virtue hereof.
Please sign exactly as your name appears
on the address label affixed hereto. If acting as attorney, executor, trustee or in other representative capacity, sign name and title.
|
_____________________________________
(signature)
____________________________________
(printed name)
Date: ____________________________
|
_____________________________________
(signature) - Joint Owner
_____________________________________
(printed name)
Date: ____________________________
|
|
|
|
|
|
|
|
Control ID: ________________________
|
Shares Voted: _____________________
|
Please print your name clearly. If we cannot read
your name, we cannot record your vote
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