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 (Amendment No.
)
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential, for 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 under §240.14a-12
ZONED PROPERTIES, INC.
(Name of Registrant as Specified In Its Charter)
__________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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
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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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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 0-11(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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Date Filed:
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Zoned Properties,
Inc.
14269 N. 87
th
Street,
#205
Scottsdale, AZ 85260
April 9, 2018
To Our Stockholders:
Zoned Properties, Inc. is holding a Virtual Annual Meeting of
Stockholders (“Annual Meeting”) on Monday, May 14, 2018
at 10:00 AM, Pacific Time. You may attend the Annual Meeting, vote
and submit a question during the Annual Meeting by visiting
www.virtualshareholdermeeting.com/ZDPY2018.
You will need to provide your 16-digit control number that is on
your proxy card.
The formal Notice of Annual Meeting of Stockholders and Proxy
Statement accompanying this letter describe the business to be
acted upon at the meeting.
Your vote is important to us and your shares should be represented
at the meeting whether or not you are personally able to attend.
Accordingly, I encourage you to mark, sign, date and return the
accompanying proxy promptly.
On behalf of the Board of Directors, thank you for your continued
support of Zoned Properties, Inc.
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Sincerely,
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Bryan McLaren
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Chief Executive
Officer and President
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NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
To Be Held on May 14, 2018
NOTICE IS HEREBY GIVEN that Zoned Properties, Inc., a Nevada
corporation (the “Company”), will be holding a Virtual
2018 Annual Meeting of Stockholders (“Annual Meeting”)
on Monday, May 14, 2018 at 10:00 AM, Pacific Time, at
www.virtualshareholdermeeting.com/ZDPY2018
for the following purposes, which are described more fully in the
accompanying Proxy Statement:
1. To elect five directors as nominated by
our Board of Directors to each serve a one-year term;
2. To ratify the selection of Friedman LLP
as our independent registered public accounting firm for the fiscal
year ending December 31, 2018 (“Fiscal 2018”); and
4. To transact such other business as may
properly come before the meeting and/or any adjournment
thereof.
All holders of voting stock (common stock and preferred stock) of
record at the close of business on March 23, 2018 are entitled to
notice of, and to vote at, the Annual Meeting or any adjournment
thereof.
The Board of Directors of the Company has authorized the
solicitation of proxies. Unless otherwise directed, the proxies
will be voted FOR the election of the nominees listed in the
attached Proxy Statement to be members of the Board of Directors of
the Company; and FOR ratification of Friedman LLP’s
appointment and on other business that may properly come before the
Annual Meeting, as the named proxies in their best judgment shall
decide.
If you submit a proxy, you may revoke such proxy at any time prior
to its exercise by notifying the Secretary of the Company in
writing at 14269 N. 87
th
Street,
#205, Scottsdale, AZ 85260 prior to the Annual Meeting, and, if you
attend the Annual Meeting, you may revoke your proxy if previously
submitted and vote in person by notifying the Secretary of the
Company at the Annual Meeting.
Your vote is very important. Whether or not you plan to attend the
Annual Meeting, we encourage you to read the Proxy Statement
and submit your proxy as soon as possible. You may submit your
proxy for the Annual Meeting by completing, signing, dating and
returning your proxy in the pre-addressed envelope provided.
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By Order of the Board of Directors,
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Bryan McLaren,
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Secretary
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Scottsdale, Arizona
April 9, 2018
ZONED PROPERTIES,
INC.
________________________
PROXY
STATEMENT
________________________
FOR THE 2018 ANNUAL
MEETING OF STOCKHOLDERS
Important Notice
Regarding the Availability of Proxy Materials for the Annual
Stockholders
Meeting to Be Held on May 14, 2018
The proxy statement and annual report to stockholders for the
fiscal year ended December 31, 2017 are available at
www.virtualshareholdermeeting.com/ZDPY2018
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GENERAL
INFORMATION
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Zoned
Properties, Inc., a Nevada corporation (the “Company”),
14269 N. 87
th
Street,
#205, Scottsdale, AZ 85260, for use at the Virtual 2018 Annual
Meeting of Stockholders (“Annual Meeting”) to be held
on May 14, 2018, at 10:00 AM, Pacific Time, at
www.virtualshareholdermeeting.com/ZDPY2018
.
You will need to provide your 16-digit control number that is on
your proxy card to gain access to the virtual meeting. The Board of
Directors of the Company urges you to promptly execute and return
your proxy in the enclosed envelope, even if you plan to attend the
Annual Meeting. This is designed to authenticate
stockholders’ identities, to allow stockholders to give their
voting instructions and to confirm that stockholders’
instructions have been recorded properly. This Proxy Statement and
the enclosed proxy card are being mailed to the stockholders of the
Company on or about April 9, 2018.
Any stockholder submitting a proxy may revoke such proxy at any
time prior to its exercise by notifying the Secretary of the
Company, in writing, prior to the Annual Meeting. Any stockholder
attending the Annual Meeting may revoke his or her proxy and vote
personally by notifying the Secretary of the Company at the Annual
Meeting.
For additional information on how to access the virtual meeting or
voting at the virtual meeting, please write to the Company’s
Secretary at Zoned Properties, Inc., 14269 N. 87
th
Street, #205, Scottsdale, AZ 85260 or call (877) 360-8839. Only
stockholders of record (common stock and preferred stock) at the
close of business on March 23, 2018 (the “Record
Date”), will be entitled to notice of, and to vote at, the
Annual Meeting or any adjournment thereof. At the close of business
on the Record Date, the Company had 17,416,552 outstanding shares
of common stock, $0.001 par value per share (the “Common
Stock”), and 2,000,000 shares of preferred stock, $0.001 par
value per share (the “Preferred Stock”). Each share of
Common Stock entitles the holder thereof to one vote for each share
of Common Stock held of record on the Record Date on each matter
that may properly come before the Annual Meeting. Each share of
Preferred Stock entitles the holder thereof to 50 votes for each
share of Preferred Stock held of record on the Record Date on each
matter that may properly come before the Annual Meeting. We
encourage you to vote promptly, even if you plan to attend the
Annual Meeting.
If the accompanying proxy card is signed and returned, the shares
represented thereby will be voted in accordance with the directions
on the proxy card. Unless a stockholder specifies otherwise
therein, the proxy will be voted in accordance with the
recommendations of the Board of Directors on all proposals. The
presence in person or by proxy of a majority of the voting power
represented by outstanding shares of Common Stock and Preferred
Stock will constitute a quorum for the transaction of business at
the Annual Meeting.
If a quorum exists, action on a matter by the shareholders (other
than the election of Directors) is approved if the votes cast by
the holders of the shares represented at the meeting in person or
by proxy and entitled to vote on the subject matter favoring the
action exceed the votes cast opposing the action (with
“abstentions” and “broker non-votes” not
counted as a vote cast with respect to that matter). This means
that the number of shares voted “FOR” an action or
matter (other than the election of a director) must exceed the
number of shares voted “Against” that action or matter.
Directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a
quorum is present (with “abstentions” and “broker
non-votes” not counted as a vote cast with respect to that
director). Accordingly, the five nominees for election as directors
at the Annual Meeting who receive the greatest number of votes cast
for election will be the duly elected directors.
1
PROXY STATEMENT
SUMMARY
2018 ANNUAL MEETING OF
STOCKHOLDERS
Date and Time:
Monday, May 14, 2018, 10:00 AM, Pacific
Time
Virtual Meeting Webcast:
www.virtualshareholdermeeting.com/ZDPY2018
Record Date:
March 23, 2018
MEETING AGENDA AND BOARD
RECOMMENDATIONS
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Item
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Board
Recommendation
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Page
Reference
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1. Election of five director nominees.
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FOR All Director Nominees
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8
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2. Ratification of Friedman LLP as our independent registered
public accounting firm for Fiscal 2018.
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FOR
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18
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I
tem
1 — DIRECTOR
NOMINEES
Our Board of Directors has nominated five directors for election at
the Annual Meeting. Please see
“Item
1 — Election of Directors”
beginning on
page 8 of this proxy statement for additional information about
each nominee.
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Name
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Age
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Director
Since
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Position
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Independent
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Committee
Memberships
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Other Current
Public Boards
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AC
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CC
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SC
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Bryan McLaren
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30
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2014
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Chairman, CEO & President of Zoned Properties, Inc.
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No
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—
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—
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—
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—
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Art Friedman
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55
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2014
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Owner/Principal of Triple J
Management Services; Former President and CEO of Gold Coast
Beverage Distributors
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Yes
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M
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C
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M
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—
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Alex McLaren, MD
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64
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2014
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Vice President of Clinical
Outcomes at Shared
Clarity, LLC
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No
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—
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M
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C
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—
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David G. Honaman
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66
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2016
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Principal and CFO of Advanced
Benefit Solutions, Inc.
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Yes
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C
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M
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M
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—
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Derek Overstreet, PhD
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31
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2017
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CEO and Co-Founder of Sonoran
Biosciences, Inc.
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Yes
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M
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M
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M
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—
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AC-Audit Committee
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C-Chair
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CC-Compensation Committee
SC-Strategic Committee
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M-Member
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ITEM 2 —
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Though not required, as a matter of good governance, we are asking
stockholders to ratify the selection of Friedman LLP as our
independent registered public accounting firm for Fiscal 2018.
Additional information regarding this item may be found beginning
on page 18.
2
TABLE OF
CONTENTS
3
QUESTIONS AND ANSWERS
ABOUT THE ANNUAL MEETING AND VOTING
What is the purpose of
the Annual Meeting?
At our Annual Meeting, holders of our voting stock (common stock
and preferred stock) will be asked to vote on the following
proposals:
1. Election of five directors as nominated
by the Board to each serve a one-year term;
2. Ratification of the selection of
Friedman LLP as our independent registered public accounting firm
for the fiscal year ending December 31, 2018 (“Fiscal
2018”); and
3. Transaction of such other business as
may properly come before the meeting or any adjournment of the
meeting.
Will any other business
be considered at the meeting?
Our by-laws provide that a stockholder may present a proposal at
the Annual Meeting that is not included in this proxy statement
only if proper written notice was received by us. No stockholder
has given the timely notice required by our by-laws in order to
present a proposal at the Annual Meeting. Our Board does not intend
to present any other matters for a vote at the Annual Meeting.
Who is entitled to
attend and vote at the Annual Meeting?
You may vote if you owned shares of our voting stock as of the
close of business on March 23, 2018 (the “Record
Date”), which is the record date for determining who is
eligible to attend and vote (in person or by proxy) at the Annual
Meeting or any adjournments or postponements thereof at
www.virtualshareholdermeeting.com/ZDPY2018
,
and your stock ownership is reflected in our record books. As of
the close of business on the Record Date, our record book reflects
that we had outstanding a total of 17,416,552 shares of common
stock, par value $0.001 per share (the “Common Stock”),
and 2,000,000 shares of Preferred Stock (“Preferred
Stock”) which were eligible to vote. Each share of common
stock is entitled to one vote. Each share of Preferred Stock is
entitled to 50 votes, for an aggregate of 100,000,000
votes.
How many votes do I
have?
You have one vote for each share of our common stock that you owned
on the Record Date. You have 50 votes for each share of our
Preferred Stock that you owned on the Record Date.
How many votes may be
cast by all stockholders?
A total of 117,416,552 votes may be cast at the Annual Meeting with
respect to each proposal, consisting of one vote for each share of
our common stock outstanding as of the Record Date and 50 votes for
each share of our Preferred Stock outstanding as of the Record
Date. There is no cumulative voting for the election of
directors.
How many shares must be
present to hold the Annual Meeting?
In accordance with our by-laws, shares equal to a majority of the
voting power of the outstanding shares of our capital stock (common
stock and preferred stock) entitled to vote as of the Record Date
must be present at the Annual Meeting in order to hold the meeting
and conduct business. This is called a quorum. Your shares are
counted as present at the Annual Meeting if:
•
you are present and vote in person at the Annual Meeting;
•
you have properly and timely submitted your vote as described below
under
“How do I vote
my shares?”
; or
•
you hold your shares in street name, as described below, and you do
not provide voting instructions and your broker, bank, trust or
other nominee uses its discretion to vote your shares.
4
If a quorum is not present or represented at the Annual Meeting,
the stockholders and proxies entitled to vote will have the power
to adjourn the Annual Meeting, without notice other than an
announcement at that time, until a quorum is present or
represented.
What is a
proxy?
It is your designation of another person to vote stock you own.
That other person is called a proxy. If you designate someone as
your proxy in a written document, that document also is called a
proxy or a proxy card. When you designate a proxy, you also may
direct the proxy how to vote your shares. We refer to this as your
“proxy vote.” Two of our executive officers have been
designated as proxies for the Annual Meeting. Those executive
officers are Bryan McLaren and Adam Wasserman.
What is a proxy
statement?
It is a document that we are required to give you, in accordance
with regulations of the SEC, when we ask you to designate proxies
to vote your shares of our voting stock (common stock and preferred
stock) at an annual meeting of our stockholders. The proxy
statement includes information regarding the matters to be acted
upon at the Annual Meeting and certain other information required
by the regulations of the SEC and the rules of the OTCQX, operated
by the OTC Markets Group.
What is the difference
between a “stockholder of record” and a “street
name” holder?
If your shares are registered directly in your name, you are
considered the “stockholder of record” with respect to
those shares. If your shares are held in a stock brokerage account
or by a bank, trust or other nominee, then the broker, bank, trust
or other nominee is considered to be the stockholder of record with
respect to those shares, while you are considered the beneficial
owner of those shares. In that case, your shares are said to be
held in “street name.” Street name holders generally
cannot vote their shares directly and must instead instruct the
broker, bank, trust or other nominee how to vote their shares using
the method described below under
“How do I vote
my shares?”
.
How do I vote my
shares?
Stockholders of
Record.
If you are a stockholder of record, you may
vote in the following ways:
•
By Internet before
the Annual Meeting
. If you have received a printed copy
of the proxy materials from us by mail, you may vote electronically
via the Internet at
www.proxyvote.com
.
To be valid, your vote by mail must be received by us by 11:59
p.m., Eastern Time, on May 13, 2018.
•
By
Phone.
If you have received a printed copy of the proxy
materials from us by mail, you may vote by touch-tone telephone by
calling 1-800-690-6903. To be valid, your vote by mail must be
received by us by 11:59 p.m., Eastern Time, on May 13, 2018.
•
By
Mail.
If you have received a printed copy of the proxy
materials from us by mail, you may vote by completing, signing and
dating the enclosed proxy card where indicated and by mailing or
otherwise returning the proxy card in the envelope provided to us.
To be valid, your vote by mail must be received by us by 11:59
p.m., Eastern Time, on May 13, 2018.
•
At the Annual
Meeting.
You can vote your shares during the Annual
Meeting via the Internet by following the instructions at
www.virtualshareholdermeeting.com/ZDPY2018
.
Beneficial
Owners.
If you are a beneficial owner, you may vote by
submitting voting instructions to your broker or other nominee
holding your shares. You should follow the voting instructions
provided by your broker or nominee in order to instruct your broker
or nominee on how to vote your shares.
Your vote is important, and we encourage you to vote promptly.
What does it mean if I
receive more than one proxy card?
If you receive more than one proxy card or voting instruction form,
it means that you hold shares registered in more than one account.
To ensure that all of your shares are voted, you will need to be
sure to vote once for each account.
5
What if I do not specify
how I want my shares voted?
If you submit a signed proxy card or submit your proxy by Internet
and do not specify how you want to vote your shares, we will vote
your shares:
•
FOR
the election
of each of the five nominees to the Board; and
•
FOR
the
ratification of the selection of Friedman LLP as our independent
registered public accounting firm for Fiscal 2018.
Note:
If you
are a street name holder and fail to instruct your broker, bank,
trust or other nominee how you want to vote your shares on a
particular matter, those shares are considered to be
“uninstructed.” If the broker, bank, trust or other
nominee is not permitted to exercise discretion, the uninstructed
shares will be referred to as “broker non-votes.”
Your vote is very
important. We urge you to vote, or to instruct your broker, bank,
trust or other nominee how to vote, on all matters to be considered
at the Annual Meeting.
Can I revoke my proxy
and change my vote?
Yes, you may revoke your proxy and change your vote at any time
before your proxy is voted at the Annual Meeting. You may revoke
your proxy and change your vote by:
•
Submitting a later-dated and properly executed proxy card to our
Corporate Secretary at the Company’s address listed above,
which must be received by us before the time of the Annual
Meeting;
•
Submitting a later-dated vote by telephone or on the Internet, in a
timely manner;
•
Delivering a written notice of revocation to our Corporate
Secretary at the Company’s address listed above, which must
be received by us before the time of the Annual Meeting; or
•
Attending the Annual Meeting and voting. Your attendance at the
Annual Meeting will not by itself revoke a proxy that you have
previously submitted.
What vote is required to
approve each item of business included in the Proxy?
Except as provided by law, according to the Company’s bylaws,
if a quorum exists, action on a matter by the shareholders (other
than the election of Directors) is approved if the votes cast by
the holders of the shares represented at the meeting and entitled
to vote on the subject matter favoring the action exceed the votes
cast opposing the action (with “abstentions” and
“broker non-votes” not counted as a vote cast with
respect to that matter). This means that the number of shares voted
“FOR” an action or matter (other than the election of a
director) must exceed the number of shares voted
“Against” that action or matter. Directors are elected
by a plurality of the votes cast by the shares entitled to vote in
the election at a meeting at which a quorum is present (with
‘abstentions’ and ‘broker non-votes’ not
counted as a vote cast with respect to that director). Accordingly,
the five nominees for election as directors at the Annual Meeting
who receive the greatest number of votes cast for election will be
the duly elected directors.
With respect to the approval of the ratification of the appointment
of Friedman LLP as our independent registered public accounting
firm, such proposal will be approved if the number of votes cast by
the holders of the shares represented at the meeting and entitled
to vote on the subject matter favoring the action or proposal
exceed the votes cast opposing the action or proposal.
How does the Board of
Directors recommend that I vote?
We are asking for your vote on the following proposals:
•
Election of five directors: Bryan McLaren, Art Friedman, Alex
McLaren, MD, David G. Honaman and Derek Overstreet, PhD; and
•
Ratification of the appointment of Friedman LLP as our independent
registered public accounting firm for Fiscal 2018.
6
Our Board of Directors recommends that you vote “
FOR
” each
of the nominees to the Board of Directors; and “
FOR
” the
ratification of Friedman LLP as our independent registered public
accounting firm for Fiscal 2018. We are not aware of any other
matters that will be voted on at the 2018 Annual Meeting. If any
other business properly comes before the meeting, however, the
persons named as proxies for stockholders will vote on those
matters in a manner they consider appropriate.
Where can I find the
voting results of the meeting?
We expect to announce preliminary voting results at the Annual
Meeting. We plan to publish the final voting results in a Current
Report on Form 8-K (“Form 8-K”) filed within four
business days of the Annual Meeting. If final voting results are
not available within the four business day timeframe, we plan to
file a Form 8-K disclosing preliminary voting results within the
required four business days, to be followed as soon as practicable
by an amendment to the Form 8-K containing the final voting
results.
How can I attend the
Annual Meeting?
All of our stockholders are invited to attend the Annual Meeting by
participating at
www.virtualshareholdermeeting.com/ZDPY2018
and providing your 16-digit control number that is on your proxy
card. If you hold your shares in street name, you must request a
legal proxy from your broker or nominee to attend and vote at the
Annual Meeting.
What happens if the
Annual Meeting is postponed or adjourned?
If the Annual Meeting is postponed or adjourned, your proxy will
remain valid and may be voted when the Annual Meeting is convened
or reconvened. You may change or revoke your proxy until it is
voted.
Will your independent
registered public accounting firm participate in the Annual
Meeting?
Our independent registered public accounting firm is Friedman LLP.
A representative of Friedman LLP will be available by
teleconference at the Annual Meeting, will be available to answer
appropriate questions and will have the opportunity to make a
statement if they desire to do so.
Are members of the Board
required to attend the Annual Meeting?
Directors are encouraged, but not required, to attend the Annual
Meeting.
Who pays for the cost of
proxy preparation and solicitation?
We pay for the cost of proxy preparation and solicitation,
including the charges and expenses of brokerage firms or other
nominees for forwarding proxy materials to beneficial owners of
shares held in street name. We also will reimburse banks, brokerage
houses and other custodians, nominees and certain fiduciaries for
their reasonable expenses incurred in mailing proxy materials to
their principals.
7
ITEM 1 — ELECTION
OF DIRECTORS
Our Board of Directors currently has five members. All of the
current directors’ terms expire as of the Annual Meeting. All
of the current members of the Board (Bryan McLaren, Art Friedman,
Alex McLaren, MD, David G. Honaman and Derek Overstreet, PhD) have
been nominated by the Board to serve until the 2019 Annual Meeting
of Stockholders or until their successors are duly elected and
qualified.
Each of the nominees has agreed to serve as a director if elected.
If, for any reason, any nominee becomes unable to serve before the
election, the persons named as proxies will vote your shares for a
substitute nominee if one is selected by the Board. Alternatively,
the Board, at its option, may reduce the number of directors that
are nominated for election.
The Company’s by-laws require directors to be elected by a
plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present (with
“abstentions” and “broker non-votes” not
counted as a vote cast with respect to that director). Accordingly,
the five nominees for election as directors at the Annual Meeting
who receive the greatest number of votes cast for election will be
the duly elected directors.
Board
Recommendation
The Board recommends a
vote FOR the election of Bryan McLaren, Art Friedman, Alex McLaren,
MD, David G. Honaman and Derek Overstreet, PhD. Proxies will be
voted FOR the election of the five nominees, unless otherwise
specified.
Below is biographical information for each of the director
nominees.
Director
Nominees
Bryan
McLaren.
Mr. McLaren has a dedicated history of work in
the sustainability industry and in business development. Prior to
his appointment as President, CEO and a director of our company in
2014, Mr. McLaren was recruited as our Chief Sustainability Officer
and VP of Operations. Before joining the Company, from 2013 to
2014, Mr. McLaren worked as a sustainability consultant for Waste
Management, Inc., where he served as a Project Manager for the
Arizona State University account. Prior to 2013, Mr. McLaren worked
as a Sustainability Manager for Northern Arizona University and as
a Sustainability Commissioner for the City of Flagstaff, Arizona.
Mr. McLaren has a Masters Degree in Sustainable Community
Development, and Executive Masters Degree in Sustainability
Leadership, and a Masters of Business Administration Degree with an
emphasis on Sustainable Development. Mr. McLaren has served as the
Chairman of our board of directors since 2014.
As Chief Executive Officer and President, Mr. McLaren is able to
provide our Board with valuable insight regarding the
Company’s operations, its management team and associates as a
result of his day-to-day involvement with the Company. Mr.
McLaren’s business development experience, academic
achievements, and knowledge of our business, has led our board of
directors to conclude that he should continue to serve as a
director and in his current roles.
Art
Friedman.
Mr. Friedman, who was appointed as a director
in 2014, has served as Owner/Principal of Triple J Management
Services, which specializes in consulting and professional services
for the alcoholic beverage industry. Art was most recently
President and CEO of Gold Coast Beverage Distributors, a position
he held for the last 10 years of his 23 years with the company.
During his tenure as President/CEO, Gold Coast more than tripled
sales revenue and increased EBITDA by more than five-fold. Over the
same period, Mr. Friedman led significant market share gains
through organic growth as well as consolidating wholesaler
acquisitions. Mr. Friedman began his career with General Foods
Corporation, now part of Kraft Foods. He has served on the
distributor advisory councils of Diageo-Guinness, Heineken USA,
InBev and Miller-Coors. Mr. Friedman graduation Cum Laude with a
Bachelor of Science in Business Management from the University of
Florida, Warrington School of Business.
We believe that Mr. Friedman’s background as an advisor in
the area of business management and his experience in operating,
growing and advising companies provides us with the requisite
skills and qualifications to serve on our board. Mr.
Friedman’s service as a director at the Company since 2014
together with his business background, provides business,
governance, organizational and strategic planning expertise to our
Board and makes him a valued member of the Audit Committee, and the
Compensation Committee, which he chairs.
8
Alex McLaren,
MD.
Dr. McLaren, who has served as a director since
2014, is an accomplished and well-known orthopedic surgeon,
professor and researcher. He joined SharedClarity, LLC as Vice
President of Clinical Outcomes in 2016. From 2006 until 2016, Dr.
McLaren served as program director of the Banner University Medical
Center-Phoenix (Ariz.) Residency Program in Orthopaedic Surgery. He
is the former director of Orthopaedic Education for Banner Good
Samaritan Medical Center in Phoenix. He was also the program
director of the Phoenix Orthopedic Residency Program at Maricopa
County Medical Center between 1998 and 2000. He has been in private
orthopedic surgery practice twice during his career in Phoenix.
After graduating from Queen’s University School of Medicine,
Kingston, Ontario, Canada in 1977, Dr. McLaren completed an
orthopedic residency at the University of Western Ontario in 1982
and a fellowship at the University of Southern California in 1983.
Dr. McLaren is first and foremost an orthopedic educator and
researcher whose career has included teaching, research and
administration of educational programs. His clinical interest
includes orthopedic infections, revision arthroplasty and complex
musculoskeletal trauma. With hundreds of publications, numerous
grand-funded projects, and medical association postings, Dr.
McLaren has established a prized reputation in his field.
We believe that Dr. McLaren’s services provided to numerous
organizations provides us with the requisite skills and
qualifications to serve on our board and as a member of the Audit
Committee and Compensation Committee.
David G.
Honaman.
Mr. Honaman, who has served as a director
since 2016, has served as Principal and CFO of Advanced Benefit
Solutions, Inc. (d/b/a 44 North), an insurance agent and
consultant, since 2010. From 2008 to 2009, Mr. Honaman served as an
independent financial consultant. Prior to that time, Mr. Honaman
spent seven years at Wilcox Associates, Inc., a civil engineering
firm, most recently as CFO and Treasurer. Mr. Honaman also served
in several capacities at Wolohan Lumber Co. for over 20 years,
including as Vice President of Merchandising, Senior Vice President
of Finance and CFO. Mr. Honaman began his career as a CPA on the
audit staff at Ernst & Young LLP.
Mr. Honaman brings to the Board extensive experience dealing with
and overseeing the implementation of accounting principles and
financial reporting rules and regulations. With his substantial
business and management experience for five years as a certified
public accountant and an auditor at Ernst & Young LLP serving
numerous public companies in various business sectors, including
insurance agencies, Mr. Honaman provides relevant expertise on
accounting, investment and financial matters. His service as a
chief financial officer at Advanced Benefit Solutions, Inc. (d/b/a
44 North), Wilcox Associates, Inc. and Wolohan Lumber Co., together
with his accounting and management experience, make him a valued
addition to our Board, Audit Committee, and Compensation Committee,
and an effective Non-Executive Chair of the Audit Committee. Mr.
Honaman meets the definition of an “audit committee financial
expert” as established by the SEC.
Derek Overstreet,
PhD.
Dr. Overstreet has served as a director since
April 2017. In 2012, Dr. Overstreet co-founded Sonoran Biosciences,
Inc. and has served as its CEO since that time. Sonoran
Biosciences, Inc. develops new sustained-release pharmaceutical
formulations for applications including orthopedic infection and
postoperative pain management. Dr. Overstreet holds a
Bachelor’s degree in Biomedical Engineering from Case Western
Reserve University and a Doctoral degree in Biomedical Engineering
from Arizona State University. His expertise is in the development
of novel polymer-based materials for medical applications including
drug delivery. He has authored 11 peer-reviewed scientific
publications and two patent applications. We believe that Dr.
Overstreet’s experience navigating the scientific field of
pharmaceuticals and drug delivery will be instrumental in assisting
the strategic development and implementation of the Zoned
Properties’ business model.
Prior to 2012, Dr. Overstreet was a post-doctoral fellow at the
Laboratory for Nanomedicine at the Barrow Neurological
Institute.
Involvement in Certain
Legal Proceedings
Our directors and executive officers have not been involved in any
of the following events during the past 10 years:
1. any 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;
2. any conviction in a criminal proceeding
or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses);
9
3. being 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;
4. being found by a court of competent
jurisdiction (in a civil action), 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;
5. being 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, relating to an alleged violation of: (i) any federal or
state securities or commodities law or regulation; or (ii) 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 (iii) any law or regulation
prohibiting mail or wire fraud or fraud in connection with any
business entity; or
6. being the subject of, or a party to, any
sanction or order, not subsequently reversed, suspended or vacated,
of any self-regulatory organization (as defined in Section 3(a)(26)
of the Securities Exchange Act of 1934), any registered entity (as
defined in Section 1(a)(29) of the Commodity Exchange Act), or any
equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with
a member.
10
INFORMATION REGARDING
THE BOARD AND CORPORATE GOVERNANCE
Code of
Ethics
We have adopted a code of business conduct and ethics that applies
to all of our employees, officers and directors, including those
employees responsible for financial reporting.
Director
Independence
Three of our five board members are independent. The Board has
determined that each of Messrs. Friedman and Honaman and Dr.
Overstreet is an independent director pursuant to the listing
standards of The NASDAQ Stock Market (“NASDAQ”). Under
the NASDAQ rules, no director qualifies as independent unless the
Board affirmatively determines that the director has no material
relationship with us (directly, or as a partner, stockholder or
officer of an organization that has a relationship with us).
In assessing the independence of our directors, the Board considers
all of the business relationships between the Company and our
directors and their respective affiliated companies. This review is
based primarily on the Company’s review of its own records
and on responses of the directors to questions in a questionnaire
regarding employment, business, familial, compensation and other
relationships with the Company and our management. Where
relationships exist, the Board determines whether the relationship
between the Company and the directors or the directors’
affiliated companies impairs the directors’ independence.
After consideration of the directors’ relationships with the
Company, the Board has affirmatively determined that none of the
individuals serving as non-employee directors during the fiscal
year ended December 31, 2017 had a material relationship with us
and that each of such non-employee directors is independent.
Bryan McLaren was not considered an independent director during his
service on the Board during the fiscal year ended December 31, 2017
because of his employment as our CEO, President, Treasurer,
Secretary and Chairman of the Board. Alex McLaren, MD was not
considered an independent director during his service on the Board
during the fiscal year ended December 31, 2017 because Bryan
McLaren is the son of Dr. McLaren.
11
MEETINGS AND COMMITTEES
OF THE BOARD OF DIRECTORS
All of our directors and director nominees are encouraged to attend
the annual meetings of our stockholders.
The Board of Directors held two meetings during the fiscal year
ended December 31, 2017. Each of our current directors attended
100% of the aggregate number of the meetings of the Board and
meetings of the committees on which he or she served.
Our Board currently has three committees: the Audit Committee, the
Strategic Committee, and the Compensation Committee. The Board
plans to establish a Nominating and Corporate Governance Committee
2018. As of April 9, 2018, the members and Chairs of those
committees were:
|
|
|
Audit
|
|
Compensation
|
|
Strategic
|
|
Independent
Directors
|
|
|
|
|
|
|
|
Art Friedman
|
|
X
|
|
Chair
|
|
X
|
|
David G. Honaman
|
|
Chair
|
|
X
|
|
X
|
|
Derek Overstreet
|
|
X
|
|
X
|
|
X
|
|
|
|
|
|
|
|
|
|
Non-Independent
Director
|
|
|
|
|
|
|
|
Alex McLaren, MD
|
|
|
|
X
|
|
Chair
|
Audit
Committee
All Audit Committee members are “independent” under the
NASDAQ listing standards and SEC rules and regulations. Our Board
of Directors has determined that one of the members of the Audit
Committee, Mr. Honaman, meets the definition of an “audit
committee financial expert” as established by the SEC, and
that Messrs. Friedman and Rosenfeld, the two other members of the
Audit Committee, meet the definition of “financially
literate” as established by the SEC. The Audit Committee
provides assistance to the Board in fulfilling its oversight
responsibilities relating to the quality and integrity of the
financial reports of the Company. The Audit Committee has the sole
authority to appoint, review and discharge our independent
accountants, and has established procedures for the receipt,
retention, response to and treatment of complaints regarding
accounting, internal controls and audit matters. In addition, the
Audit Committee is responsible for:
•
reviewing the scope, results, timing and costs of the audit with
our independent accountants and reviewing the results of the annual
audit examination and any accompanying management letters;
•
assessing the independence of the outside accountants on an annual
basis, including receipt and review of a written report from the
independent accountants regarding their independence consistent
with the independence standards of the board;
•
reviewing and approving the services provided by the independent
accountants;
•
overseeing the internal audit function; and
•
reviewing our significant accounting policies, financial results
and earnings releases, and the adequacy of our internal controls
and procedures.
The responsibilities of the Audit Committee are more fully
described in the Audit Committee’s charter.
The Audit Committee has engaged Friedman LLP as our independent
registered public accountants for Fiscal 2018 and is recommending
that our stockholders ratify this selection at the Annual Meeting.
The report of the Audit Committee is found on page 20 of this proxy
statement. The Audit Committee held four meetings during Fiscal
2017.
Compensation
Committee
All Compensation Committee members (except for Dr. McLaren) are
“independent” under applicable NASDAQ listing
standards. The Compensation Committee assists the Board in
fulfilling its oversight responsibilities relating to executive
compensation, employee compensation and benefit programs and plans,
and leadership development and succession planning. In addition,
the Compensation Committee is responsible for:
•
reviewing the performance of our Chief Executive Officer;
•
determining the compensation and benefits for our Chief Executive
Officer and other executive officers;
12
•
establishing our compensation policies and practices;
•
administering our incentive compensation and stock plans (except
for the issuance of securities to non-employee directors for
services which is administered by the Board); and
•
approving the adoption of material changes to or the termination of
our benefit plans.
The Compensation Committee reviews and discusses with management
the disclosures regarding executive compensation to be included in
our annual proxy statement. The responsibilities of the
Compensation Committee are more fully described in the Compensation
Committee’s charter.
The Compensation Committee held two meetings during the fiscal year
ended December 31, 2017.
Strategic
Committee
All Strategic Committee members (except for Dr. McLaren) are
“independent” under the applicable NASDAQ listing
standards. The Strategic Committee assists the Board in developing
and maintaining the Company’s business strategies and any
related matters required by federal securities laws. In addition,
the Strategic Committee is responsible for:
•
Review the Company’s current business strategies.
•
Explore new business strategies for the Company.
•
Report business strategy analyses to the Board.
Nominating and Corporate
Governance Committee
The Board plans to establish a Nominating and Corporate Governance
Committee during 2018. Until then, the Board will be responsible
for:
•
identifying and recommending candidates for service on the
Board;
•
staying abreast of corporate governance developments;
•
reviewing and revising our corporate governance guidelines;
•
conducting its annual review of the performance of the Board and
the Board’s committees;
•
recommending members and the Chair for each Board committee;
•
periodically reviewing and determining size and composition of the
Board and the criteria for selecting director nominees;
•
periodically reviewing and determining the role and
responsibilities of the Board Chair;
•
determining cash and equity compensation of non-employee directors;
and
•
periodically reviewing our Code of Conduct with our CEO to
recommend any appropriate changes to the Board.
Procedures for
Contacting the Board
The Board has established a process for stockholders and other
interested parties to send written communications to the Board, the
non-management directors, a particular committee or to individual
directors, as applicable. Such communications should be sent by
U.S. mail addressed to:
Zoned Properties, Inc. Board of Directors
c/o Zoned Properties, Inc.
Attention: Corporate Secretary
14269 N. 87
th
Street,
#205
Scottsdale, AZ 85260
The Board has instructed the Corporate Secretary to promptly
forward all communications so received to the full Board, the
non-management directors or the individual Board member(s)
specifically addressed in the communication. Comments or questions
regarding our accounting, internal controls or auditing matters
will be referred to the Audit Committee. Comments or questions
regarding our compensation and benefit programs will be referred to
the Compensation Committee. Comments or questions regarding the
nomination of directors and other corporate governance matters will
remain with the Board.
13
Depending on the subject matter, the Company’s Corporate
Secretary will:
•
forward the communication to the director or directors to whom it
is addressed;
•
attempt to handle the inquiry directly, for example, where it is a
request for information about our Company or if it is a
stock-related matter; or
•
not forward the communication if it is primarily commercial in
nature or if it relates to a topic that is not relevant to the
Board or a particular committee or is otherwise improper.
Procedures for
Recommending, Nominating and Evaluating Director
Candidates
Recommending
Director Candidates for Nomination by the Board
The Board will consider director candidates recommended by
stockholders. A stockholder who wishes to recommend a director
candidate for nomination by the Board at an annual meeting of
stockholders or for vacancies of the Board that arise between
annual meetings must provide the Board with sufficient written
documentation to permit a determination by the Board whether such
candidate meets the required and desired director selection
criteria set forth in our by-laws and our corporate governance
guidelines described below. Such documentation and the name of the
director candidate should be sent by U.S. mail to:
Zoned Properties, Inc. Board of Directors
c/o Zoned Properties, Inc.
Attention: Corporate Secretary
14269 N. 87
th
Street,
#205
Scottsdale, AZ 85260
Nominating
Director Candidates
Under our by-laws, any shareholder holding shares entitled to vote
in the election of directors with an aggregate value of at least
$10,000 may nominate one or more directors if the shareholder gives
written notice to the corporate secretary and the notice is
received not less than 60 days nor more than 90 days prior to the
dater of the shareholder meeting; except that, if the Company gives
less than 75 days’ notice of the meeting date or if public
disclosure of the date of the meeting is made less than 75 days
before the meeting, the notice must be received not later than the
close of business on the 10
th
day
following the day on which notice of the date of the meeting was
mailed or public disclosure was made, whichever first occurs. The
notice must set forth: (i) the name and address of the shareholder
making the nomination; (ii) the name, age, principal occupation or
employment, business address and residence address of each person
to be nominated; (iii) the class and number of shares of stock held
of record, owned beneficially and represented by proxy by such
shareholder or any person directly or indirectly controlling,
controlled by, under common control with or acting in concert with
such shareholder (a “Shareholder Associated Person”),
and by each person to be nominated as of the record date for the
meeting and as of the date of such notice; (iv) a description of
all contracts, arrangements, understandings or relationships
between (a) the shareholder making the nomination and any
Shareholder Associated Person that relate to the nomination, (b)
the shareholder making the nomination and the proposed nominee and
(c) the shareholder making the nomination, the proposed nominee or
any Shareholder Associated Person and any other person or persons
that relate to the nomination; (v) such other information regarding
each nominee that would be required to be disclosed in a proxy
statement; and (vi) the consent of each nominee to serve as a
director of the corporation if elected and that nominee’s
representation that the nominee is qualified under the bylaws of
the Company.
Evaluating
Director Candidates
The Board has no formal guidelines or policy with regard to the
consideration of any director candidates recommended by
shareholders. Until the Nominated and Corporate Governance
Committee is established as well as a formal charter and Corporate
Governance Guidelines, the Board will consider (in the absence of a
Nominating and Corporate Governance Committee) several factors when
evaluating the appropriate characteristics of candidates for
service as a director. The Board initially evaluates a prospective
nominee based on his or her resume and other background information
that has been provided to the Board. At a minimum, director
candidates must demonstrate high standards of ethics, integrity,
independence, sound judgment, strength of character, and meaningful
experience and skills in business or other appropriate endeavors.
In addition to these minimum qualifications, the Board
14
considers other factors it deems appropriate based on the current
needs and desires of the Board, including specific business and
professional experience that is relevant to the Board’s
needs, including, but not limited to, Board diversity. A member of
the Board will contact, for further review, those candidates who
the Board believes are qualified, who may fulfill a specific Board
need and who would otherwise best make a contribution to the Board.
The Board is responsible for conducting, with the assistance of the
Corporate Secretary, and subject to applicable law, any inquiries
into the background and qualifications of the candidate. Based on
the information the Board learns during this process, it determines
which nominee(s) to submit for election. The Board uses a
comparable process for evaluating all director candidates,
regardless of the source of the recommendation.
The Board is authorized to use, as it deems appropriate or
necessary, an outside consultant to identify and screen potential
director candidates. No outside consultants were used during the
fiscal year ended December 31, 2017 to identify or screen potential
director candidates. The Board will reassess the qualifications of
a current director, including the director’s attendance and
contributions at Board and committee meetings, prior to
recommending a director for reelection.
Compensation Program for
Non-Employee Directors
The Board is responsible for reviewing and determining director
compensation. The determination of the Board is based on industry
and peer group data, independent third party comparisons of
director compensation and the Company’s past practices. Based
on the Board’s evaluation, our Board determines the
compensation of our directors on an annual basis. Directors who are
our employees do not receive compensation for their service as
directors.
Non-Employee Director
Compensation for Fiscal 2017
Each non-employee director receives shares of our common stock or
stock options per year of service as determined by the compensation
committee.
2017 Director
Compensation
|
Name
|
|
Fees Earned or Paid in Cash
($)
|
|
Stock Awards
($)
|
|
Option Awards
($)
|
|
Non-equity Incentive Plan Compensation
($)
|
|
Nonqualified Deferred Compensation Earnings
($)
|
|
All Other Compensation
($)
|
|
Total
($)
|
|
Art Friedman
(1)
|
|
—
|
|
42,050
|
|
|
|
—
|
|
—
|
|
—
|
|
42,050
|
|
David H. Honaman
(2)
|
|
—
|
|
—
|
|
10,715
|
|
—
|
|
—
|
|
—
|
|
10,715
|
|
Derek Overstreet, PhD
(3)
|
|
—
|
|
—
|
|
7,143
|
|
—
|
|
—
|
|
—
|
|
7,143
|
|
Alex McLaren, MD
(4)
|
|
—
|
|
7,400
|
|
10,715
|
|
—
|
|
—
|
|
—
|
|
10,711
|
|
Irvin Rosenfeld
(5)
|
|
—
|
|
23,100
|
|
—
|
|
—
|
|
—
|
|
—
|
|
23,100
|
15
EXECUTIVE
COMPENSATION
The following table summarizes all compensation recorded by us for
the years ended December 31, 2017 and 2016 for our “named
executive officers” as such term is defined in Item 402(m)(2)
of Regulation S-K.
2017 Summary
Compensation Table
|
Name and
principal position
|
|
Year
|
|
Salary
$
|
|
Bonus
$
|
|
Stock
Awards $
|
|
Option Awards
$
|
|
Non-Equity Incentive Plan
Compensation $
|
|
Nonqualified Deferred Compensation Earnings
$
|
|
All Other Compensation $
|
|
Total
$
|
|
Bryan McLaren,
Chief Executive Officer and President
(1)
|
|
2017
2016
|
|
190,769
162,019
|
|
27,523
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
218,292 162,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adam Wasserman,
Chief Financial Officer
(2)
|
|
2017
2016
|
|
—
|
|
—
|
|
51,037
66,138
|
|
—
|
|
—
|
|
—
|
|
88,500 78,000
|
|
139,537 144,138
|
Narrative Disclosure to
Summary Compensation Table
Except as otherwise described below, there are no compensatory
plans or arrangements, including payments to be received from the
Company with respect to any executive officer, that would result in
payments to such person because of his or her resignation,
retirement or other termination of employment with the Company, or
our subsidiaries, any change in control, or a change in the
person’s responsibilities following a change in control of
the Company.
Bryan McLaren Employment
Agreement
On July 31, 2014, we entered into an employment agreement with Mr.
McLaren pursuant to which we agreed to pay Mr. McLaren an annual
salary of $120,000, with increases based on completion of graduate
degrees and growth with the Company. Mr. McLaren current salary is
$214,500 per year. The employment agreement has a term of 10 years.
Pursuant to the terms of Mr. McLaren’s employment agreement,
we may terminate the agreement upon a change of control with 90
days’ written notice.
Agreement with CFO
Oncall, Inc.
Effective October 1, 2015, we entered into an agreement with CFO
Oncall, Inc. (“CFO Oncall”) pursuant to which Adam
Wasserman serves as our Chief Financial Officer. Mr. Wasserman is
CEO and majority stockholder of CFO Oncall. Under the agreement,
CFO Oncall is to assist us with the timely preparation and assembly
of our annual audit, and our quarterly and annual filings with the
SEC, assisting with other public filings, summarizing adjusting
entries relating to non-monetary transactions, assistance in
communicating with our board of directors and attendance at board
meetings, assistance with investor relations and assistance with
staff training. For its services, we have agreed to pay CFO Oncall
(a) a base cash fee of $6,500 per month and (b) $3,500 per month
payable in shares of our common stock, valued at the lesser of the
share price from the most recent capital raise and 60% of the bid
price for our common stock on the last day of the preceding fiscal
quarter.
16
Outstanding Equity
Awards at 2017 Fiscal Year-End
The following table sets forth information as options outstanding
on December 31, 2017.
|
OUTSTANDING EQUITY AWARDS AT 2017 FISCAL
YEAR-END
|
|
OPTION AWARDS
|
|
STOCK AWARDS
|
|
Name (a)
|
|
Number of Securities Underlying Unexercised
options (#) Exercisable (b)
|
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options (#) Unexercisable (c)
|
|
|
Equity Incentive Plan Awards: Number of
Securities Underlying Unexercised Unearned Options (#)
(d)
|
|
Option Exercise Price
($)
(e)
|
|
Option Expiration Date
(f)
|
|
Number of Shares or Units of Stock that have
not Vested (#)
(g)
|
|
Market Value of Shares or Units of Stock that
Have not Vested
($)
(h)
|
|
Equity Incentive Plan Awards: Number of
Unearned Shares, Units or Other Rights that have not Vested (#)
(i)
|
|
Equity Incentive Plan Awards: Market or Payout
Value of Unearned Shares, Units or other Rights that have not
Vested ($)
(j)
|
|
Bryan McLaren
|
|
75,000
|
|
175,000
|
(a)
|
|
—
|
|
1.00
|
|
12/26/2026
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Adam Wasserman
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Securities Authorized
for Issuance under Equity Compensation Plans
On August 9, 2016, our Board of Directors authorized the 2016
Equity Incentive Plan (the “2016 Plan”) and reserved
10,000,000 shares of common stock for issuance thereunder. The 2016
Plan was approved by shareholders on November 21, 2016. The 2016
Plan’s purpose is to encourage ownership in the Company by
employees, officers, directors and consultants whose long-term
service the Company considers essential to its continued progress
and, thereby, encourage recipients to act in the
stockholders’ interest and share in the Company’s
success. The 2016 Plan authorizes the grant of awards in the form
of options intended to qualify as incentive stock options under
Section 422 of the Internal Revenue Code, options that do not
qualify (non-statutory stock options) and grants of restricted
shares of common stock. Restricted shares granted pursuant to the
2016 Plan are amortized to expense over the three-year vesting
period. Options vest and expire over a period not to exceed seven
years. If any share of common stock underlying a stock option that
has been granted ceases to be subject to a stock option, or if any
shares of common stock that are subject to any other stock-based
award granted are forfeited or terminate, such shares shall again
be available for distribution in connection with future grants and
awards under the 2016 Plan. As of December 31, 2017, 40,000 stock
option awards have been granted under the 2016 Plan. At December
31, 2017, 9,960,000 shares are available for future issuance.
The Company also continues to maintain its 2014 Equity Compensation
Plan (the “2014 Plan”), pursuant to which 1,250,000
previously awarded stock options are outstanding. The 2014 Plan has
been superseded by the 2016 Plan. Accordingly, no additional shares
subject to the existing 2014 Plan will be issued and the 1,250,000
shares issuable upon exercise of stock options will be issued
pursuant to the 2014 Plan, if exercised. As of December 31, 2016,
options to purchase 1,250,000 shares of common stock are
outstanding pursuant to the 2014 Plan.
The table below sets forth information as of December 31, 2017.
|
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 under equity
compensation plans (excluding securities reflected in column
(a))
|
|
|
|
(a)
|
|
|
(b)
|
|
(c)
|
|
Equity compensation plans approved by security
holders
|
|
40,000
|
|
|
0.74
|
|
9,960,000
|
|
Equity compensation plans not approved by security
holders
|
|
1,250,000
|
|
$
|
1.00
|
|
0
|
|
Total
|
|
1,290,000
|
|
$
|
0.99
|
|
9,960,000
|
17
ITEM 2 —
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has selected Friedman
LLP as our independent registered public accounting firm for Fiscal
2018 and has further directed that management submit the selection
of an independent registered public accounting firm for
ratification by our shareholders at the annual meeting.
Representatives of Friedman LLP are expected to be available by
teleconference at the annual meeting. They will have an opportunity
to make a statement if they so desire and will be available to
respond to appropriate questions.
On April 4, 2017, the Audit Committee, on behalf of the Board of
Directors, terminated the engagement of D. Brooks and
Associates CPA’s, P.A. (“Brooks”) as the
Company’s independent registered accounting firm.
Brooks’ reports on the Company’s consolidated financial
statements for the fiscal years ended December 31, 2016 and 2015
did not contain an adverse opinion or a disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or
accounting principles. Furthermore, during the Company’s two
most recent fiscal years and through April 4, 2017, there have been
no disagreements with Brooks on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to Brooks’
satisfaction, would have caused Brooks to make reference to the
subject matter of the disagreement in connection with its reports
on the Company’s consolidated financial statements for such
periods.
Except as set forth below, for the years ended December 31, 2016
and 2015 and through April 4, 2017, there were no “reportable
events” as that term is described in Item 304(a)(1)(v) of
Regulation S-K. In connection with its audit of the Company’s
financial statements for the year ended December 31, 2016 and 2015,
Brooks reported the existence of a material weakness in the
Company’s internal control over financial reporting to the
audit committee of the Company. The ineffectiveness of the
Company’s internal control over financial reporting was due
to the following material weaknesses which the Company identified
in its internal control over financial reporting: (1) the lack of
multiple levels of management review on complex accounting and
financial reporting issues, (2) a lack of adequate segregation of
duties and necessary corporate accounting resources in the
Company’s financial reporting process and accounting function
as a result of the Company’s limited financial resources to
support hiring of personnel and implementation of accounting
systems. Until such time as the Company expands its staff to
include additional accounting personnel and hire a full time chief
financial officer, it is likely the Company will continue to report
material weaknesses in its internal control over financial
reporting, and (3) we do not have an independent audit committee.
This material weakness has not been corrected.
On April 4, 2017, the Audit Committee, on behalf of the Board of
Directors appointed Friedman LLP as the Company’s new
independent registered accounting firm. During the Company’s
two most recent fiscal years and through April 4, 2017, neither the
Company nor anyone acting on the Company’s behalf consulted
Friedman LLP with respect to any of the matters or reportable
events set forth in Item 304(a)(2)(i) and (ii) of Regulation
S-K.
Neither our bylaws nor other governing documents or law require
shareholder ratification of the selection of Friedman LLP as our
independent registered public accounting firm. However, the Audit
Committee is submitting the selection of Friedman LLP to the
shareholders for ratification as a matter of good corporate
practice. If the shareholders 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
they determine that such a change would be in the best interests of
the Company and its shareholders.
Independent Registered
Public Accounting Firm Fees
The following table sets forth the fees billed to our company for
the year ended December 31, 2017 for professional services rendered
by Friedman:
|
Fees
|
|
2017
|
|
Audit
Fees
|
|
$
|
38,514
|
|
Audit-Related
Fees
|
|
|
—
|
|
Tax
Fees
|
|
|
—
|
|
Other
Fees
|
|
|
—
|
|
Total
Fees
|
|
$
|
38,514
|
18
Audit Fees
Audit fees were for professional services rendered for the audits
of our financial statements and for review of our quarterly
financial statements.
Audit-Related
Fees
During 2017, our independent registered public accountants did not
provide any assurance and related services that are reasonably
related to the performance of the audit or review or our financial
statements that are not reported under the caption “Audit
Fees” above.
Tax Fees
As our independent registered public accountants did not provide
any services to us for tax compliance, tax advice and tax planning
during 2017, no tax fees were billed or paid during those fiscal
years.
All Other
Fees
Our independent registered public accountants did not provide any
products and services not disclosed in the table above during 2017.
As a result, there were no other fees billed or paid during
2017.
Pre-Approval Policies
and Procedures
Our Audit Committee pre-approves all services provided by our
independent auditors. Prior to such time, our entire board of
directors acted as our audit committee. All of the above services
and fees were reviewed and approved by our Audit Committee or board
of directors, as the case may be, before the respective services
were rendered.
Our board of directors has considered the nature and amount of fees
billed by our independent registered public accounting firm and
believe that the provision of services for activities unrelated to
the audit is compatible with maintaining their respective
independence.
Required
Votes
The selection of Friedman LLP shall be ratified if the votes cast
by the holders of the shares represented at the meeting (in person
or by proxy) and entitled to vote favoring the ratification exceed
the votes cast opposing the ratification (with
“abstentions” and “broker non-votes” not
counted as a vote cast with respect to that matter). This means
that the number of shares voted “FOR” the ratification
must exceed the number of shares voted “Against” the
ratification.
Board
Recommendation
The Board recommends
that you vote FOR ratification of the selection of Friedman LLP as
our independent registered public accounting firm for the fiscal
year ending December 31, 2018. Proxies will be voted FOR
ratification of this selection unless otherwise
specified.
19
REPORT OF THE AUDIT
COMMITTEE
Our Audit Committee oversees the Company’s financial
reporting process on behalf of the Board of Directors. Prior to
establishment of the Audit Committee, our entire Board of Directors
acted as the audit committee. Management has the primary
responsibility for the financial statements and the reporting
process, including internal control systems. The Company’s
independent registered public accounting firm is responsible for
expressing an opinion on the conformity of the Company’s
audited financial statements with U.S. generally accepted
accounting principles.
In fulfilling its oversight responsibilities, the Board of
Directors reviewed and discussed with management the audited
financial statements in the Annual Report on Form 10-K for the
fiscal year ended December 31, 2017, including a discussion of the
accounting principles, the reasonableness of significant judgments
and the clarity of disclosures in the financial statements.
In addition, the Board of Directors discussed with the independent
registered public accounting firm the matters required to be
discussed by the Public Company Accounting Oversight Board’s
Auditing Standard No. 16 “Communications with Audit
Committees.” The Board of Directors met with the independent
registered public accounting firm, with and without management
present, to discuss the results of their examinations and the
overall quality of the Company’s financial reporting.
The Committee has received the written disclosures and the letter
from the independent registered public accounting firm required by
applicable requirements of the Public Company Accounting Oversight
Board regarding the independent registered public accounting
firm’s communications with the Committee concerning
independence, and has discussed with the independent registered
public accounting firm the independent registered public accounting
firm’s independence.
The Audit Committee recommended to the Board of Directors that the
audited financials be included in the Annual Report on Form 10-K
for the fiscal year ended December 31, 2017. In reliance on the
reviews and discussions referred to above, the Board of Directors
approved the inclusion of the audited financial statements in the
Annual Report on Form 10-K for the fiscal year ended December 31,
2017, filed with the SEC.
Submitted by the Audit Committee of the Board of Directors,
David G. Honaman, Chair
Derek Overstreet
Art Friedman
20
SECURITY
OWNERSHIP
Beneficial Ownership of
Directors, Director Nominees, Executive Officers, and More than
Five Percent of Our Common Stock
The following table sets forth certain information regarding
beneficial ownership of our common stock and preferred stock as of
March 23, 2018, by (i) each person known by us to be the beneficial
owner of more than 5% of our outstanding common stock, (ii) each
director, director nominee and each of our Named Executive Officers
and (iii) all executive officers, directors and director nominees
as a group. As of March 23, 2018, there were 17,416,552 shares of
our common stock outstanding and 2,000,000 shares of Preferred
Stock outstanding.
The number of shares of common stock beneficially owned by each
person is determined under the rules of the SEC and the information
is not necessarily indicative of beneficial ownership for any other
purpose. Under such rules, beneficial ownership includes any shares
as to which such person has sole or shared voting power or
investment power and also any shares which the individual has the
right to acquire within 60 days after the date hereof, through the
exercise of any stock option, warrant or other right. Unless
otherwise indicated, each person has sole investment and voting
power (or shares such power with his or her spouse) with respect to
the shares set forth in the following table. The inclusion herein
of any shares deemed beneficially owned does not constitute an
admission of beneficial ownership of those shares.
Common Stock
|
Name and
Address of Beneficial Owner
|
|
Amount and
Nature of
Beneficial Ownership
|
|
|
Percent of
Class
|
|
|
Named Executive Officers and Directors:
|
|
|
|
|
|
|
|
Bryan
McLaren
|
|
75,000
|
(1)
|
|
*
|
|
|
Art
Friedman
|
|
62,775
|
|
|
*
|
|
|
Alex McLaren,
MD
|
|
1,571,667
|
(2)
|
|
9.0
|
%
|
|
David G.
Honaman
|
|
35,000
|
(3)
|
|
*
|
|
|
Derek Overstreet,
PhD
|
|
25,000
|
(4)
|
|
*
|
|
|
Adam
Wasserman
|
|
102,552
|
(5)
|
|
*
|
|
|
All executive officers and directors as a group (six
persons)
|
|
1,769,442
|
(6)
|
|
10.1
|
%
|
|
|
|
|
|
|
|
|
|
Other 5% Stockholders:
|
|
|
|
|
|
|
|
Alan Abrams
c/o Zoned Properties, Inc.
14269 N. 87
th
Street,
#205 Scottsdale, AZ
85260
|
|
3,511,669
|
|
|
20.2
|
%
|
|
|
|
|
|
|
|
|
|
Greg Johnston
915 Stitch Rd.
Lake Stevens, WA
98258
|
|
1,262,500
|
|
|
7.2
|
%
|
|
|
|
|
|
|
|
|
|
Christopher Carra
8880 E. Friess
Scottsdale, AZ
85260
|
|
2,028,335
|
|
|
11.6
|
%
|
21
Preferred
Stock
|
Name and
Address of Beneficial Owner
|
|
Shares of
Preferred Stock Beneficially Owned
|
|
Percent of
Class Beneficially Owned
|
|
|
Percent of
Voting Power
(2)
|
|
|
Greg Johnston
915 Stitch Rd.
Lake Stevens, WA
98258
|
|
1,000,000
|
|
50.0
|
%
|
|
42.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Alex McLaren
(1)
c/o Zoned Properties, Inc.
14269 N. 87
th
Street,
#205
Scottsdale, AZ
85260
|
|
1,000,000
|
|
50.0
|
%
|
|
42.7
|
%
|
22
SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our executive officers and directors, and persons who own
more than 10% of our common stock, to file reports regarding
ownership of, and transactions in, our securities with the
Securities and Exchange Commission and to provide us with copies of
those filings. Based solely on our review of the copies of such
forms received by us, or written representations from certain
reporting persons we believe that during year ended December 31,
2017, all filing requirements applicable to our executive officers
and directors, and persons who own more than 10% of our common
stock were complied with, except as follows: Mr. Abrams filed one
late Form 4 with respect to one transaction, Mr. Carra filed one
late Form 4 with respect to one transaction, Mr. Friedman
filed one late Form 4 with respect to one transaction, Mr. Honaman
filed one late Form 4 with respect to one transaction and one late
Form 4 with respect to three transactions, Mr. Overstreet filed one
late Form 3 and one late Form 4 with respect to one transaction,
Mr. Rosenfeld filed one late Form 4 with respect to one
transaction, and Mr. Wasserman filed two late Form 4s, each with
respect to one transaction.
23
CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS
We do not have a written policy for the review, approval or
ratification of transactions with related parties or conflicted
transactions. When such transactions arise, they are referred to
the audit committee for consideration for referral to our board of
directors for its consideration.
Related Party Note
Receivable
On March 30, 2017, in connection with a fourth amendment to the
commercial lease agreement (the “Amendment”) with C3C3
Group, LLC, a company wholly-owned subsidiary of a company owned by
Alan Abrams and Chris Carra, significant shareholders of the
Company (“C3C3”), the Company agreed to defer rent and
applicable taxes due for March, April and May 2017 in the form of a
note receivable to C3C3 at an 8% interest rate commencing March 1,
2017 and payable in 12 monthly payments of $15,647 commencing
January 1, 2018. At December 31, 2017 and 2016, note receivable
amounted to $182,365 and $0, respectively.
Engagement Letter with
Chief Financial Officer
On October 26, 2015, the Company entered into an engagement letter
with CFO Oncall. Mr. Wasserman, our Chief Financial Officer, is CEO
and a majority stockholder of CFO Oncall. Pursuant to the
engagement letter, the Company agreed to pay a base fee of $6,500
in cash per month and $3,500 per month payable quarterly in advance
in common shares of the Company valued at the lower of the share
price from the most recent capital raise or 60% of the bid price of
the Company’s common stock at the last trading day of the
previous quarter with a minimum number of common shares issuable
per month of 1,250 shares. The engagement letter may be terminated
upon 30 days’ written notice by either party.
Convertible Notes
Payable
On August 20, 2014, the Company received, pursuant to the terms of
a Senior Convertible Debenture (“Debenture”), $500,000
from a beneficial common stockholder who also holds 50% of the
Company’s issued preferred stock. The Debenture accrued
interest at 7% per annum and the principal balance and all accrued
interest was due on the maturity date of August 20, 2017. The
holder had the option after 12 months to convert all or a portion
of the Debenture into shares of the Company’s common stock at
the conversion price of $5.00 per share. On April 20, 2017, the
Company repaid the principal balance of $500,000 and all accrued
interest. As of December 31, 2017 and 2016, the principal balance
due under this Debenture is $0 and $500,000, respectively. As of
December 31, 2017 and 2016, accrued interest payable amounted to $0
and $82,542, respectively, and is included in accrued expenses
– related parties on the Company’s consolidated balance
sheets.
On January 9, 2017, the Company issued a convertible debenture (the
“Abrams Debenture”) in the aggregate principal amount
of $2,000,000 in favor of Alan Abrams, a significant stockholder of
the Company, in exchange for cash from Mr. Abrams of $2,000,000.
Also on January 9, 2017, the Company issued a convertible debenture
(the “McLaren Debenture” and together with the Abrams
Debenture, the “Debentures”) in the aggregate principal
amount of $20,000 in favor of Bryan McLaren, the Company’s
Chief Executive Officer and President and a member of the
Company’s Board of Directors, in exchange for cash from Mr.
McLaren of $20,000. Each of Mr. Abrams and Mr. McLaren is referred
to herein as a “Holder.” Each of the Debentures accrues
interest at the rate of 6% per annum payable quarterly by the 1st
of each quarter and matures on January 9, 2022. The Company may
prepay the Debentures at any point after nine months, in whole or
in part. Pursuant to the terms of each of the Debentures, the
Holder is entitled to convert all or a portion of the principal
balance and all accrued and unpaid interest due under the
respective Debenture into shares of the Company’s common
stock at a conversion price of $5.00 per share. If the Company
defaults on payment, the Holder may at his option, extend all
conversion rights, through and including the date the Company
tenders or attempts to tender payment in full of all amounts due
under the Debenture. Any amount of principal or interest, which is
not paid when due shall bear interest at the rate of 12% per annum.
Upon an Event of Default (as defined in each Debenture), the Holder
may (i) declare the entire principal amount and all accrued and
unpaid interest under the Debenture immediately due and payable,
and (ii) exercise any and all rights, powers and remedies available
to the Holder at law or in equity or other appropriate proceeding,
whether for the specific performance of any covenant or agreement
contained in the Debenture and proceed to enforce the payment
thereof or any other legal or equitable right of the Holder.
24
As of December 31, 2017 and 2016, the principal balance due under
these Debentures is $2,020,000 and $0, respectively. As of December
31, 2017 and 2016, accrued interest payable due under these
Debentures is $30,600 and $0, respectively.
For the years ended December 31, 2017 and 2016, interest expense
– related parties amounted to $129,288 and $35,000,
respectively.
Lease
Agreements
During 2014, the Company entered into lease agreements with
non-profit companies, CJK, Inc. and Broken Arrow, whose directors
are beneficial stockholders of the Company for its properties
located in Kingman, AZ and Green Valley, AZ, respectively. The
Kingman, AZ lease commenced on October 1, 2014 and expires on
September 30, 2024 with base monthly rent of $10,000, subject to a
5% annual increases during the lease term. The Green Valley, AZ
lease commenced on October 1, 2014 and expires on September 30,
2024 with base monthly rent of $7,500, subject to a 5% annual
increases during the lease term.
In August 2015, the Company entered into a lease agreement with
C3C3 to lease space in Tempe, Arizona. The Tempe lease commenced on
September 1, 2015, was amended on September 1, 2016 and October 1,
2017, and expires on July 31, 2035 with base monthly rent of
$13,500, subject to a 5% annual increase through July 31, 2023 and
base rent of $67,460 per month from August 1, 2023 to the end of
the lease term, and increases in rental area up to 30,000 square
feet.
In August 2015, the Company entered into a lease agreement with
C3C3 to lease space in Chino Valley, Arizona. The Chino Valley
lease commenced on August 1, 2015, was amended on October 10, 2016
and on March 31, 2017, and expires on July 31, 2035 with an initial
base monthly rent of $30,000, subject to an annual increase and
other base rent increases due to the expansion of leased space
through July 2024 and base rent of $91,462 per month from August
2024 to the end of the lease term, and increases in rental area to
35,000 square feet. Additionally, pursuant to the March 30, 2017
amendment, the Company agreed to defer rent and applicable taxes
due for March, April and May 2017 in the form of a note receivable
to C3C3 at an 8% interest rate commencing March 1, 2017 and payable
over 12 months commencing January 1, 2018.
On June 15, 2017 and effective July 1, 2017, the Company entered
into a lease agreement with AC Management Group, LLC (also known as
Hana Meds and who is the sole member and manager of C3C3), whose
directors/owners are beneficial stockholders of the Company, to
lease office space in Tempe, Arizona (the “Hana Meds
Lease”). The Hana Meds Lease commenced on July 1, 2017 and
expires on June 30, 2022 with base monthly rent of $1,800 starting
on October 1, 2017.
For the years ended December 31, 2017 and 2016, rental income
associated with all related party leases amounted to $2,033,684 and
$1,614,530, respectively. At December 31, 2017 and 2016, deferred
rent receivable – related parties amounted to $1,708,734
and $1,006,171, respectively. At December 31, 2017 and 2016,
security deposits payable to related parties amounted to $71,800
and $70,000, respectively.
The lease agreements with C3C3 are personally guaranteed by Alan
Abrams. On March 1, 2018, the Company and Alan Abrams entered into
a Reaffirmation Agreement related to the personal guarantee.
25
STOCKHOLDER PROPOSALS
FOR THE 2019 ANNUAL MEETING
Stockholders intending to present a proposal at the 2019 Annual
Meeting of Stockholders and have it included in our proxy statement
for that meeting must submit the proposal in writing to Zoned
Properties, Inc., Attention: Corporate Secretary, 14269 N.
87
th
Street,
#205, Scottsdale, AZ 85260. We must receive such proposals no later
than December 5, 2018. It is suggested that proposals be submitted
by certified mail, return receipt requested.
Stockholders intending to present a proposal at the 2019 Annual
Meeting of Stockholders without inclusion of the proposal in our
proxy statement, or to nominate a person for election as a
director, must comply with the requirements set forth in our
By-laws. The By-laws require, among other things, that we receive
written notice from the stockholder of the intent to present such
proposal or nomination no more than 90 days and no less than 60
days prior to the scheduled date of the meeting (or, if less than
75 days’ notice or prior public disclosure of the date of the
meeting is given, by the 10
th
day
following the earlier of (i) the day such notice was mailed or (ii)
the day such public disclosure was made).
A stockholder’s notice to us must include a full description
of such proposal (including all information that would be required
in connection with such proposal under the SEC’s proxy rules
if such proposal were the subject of a proxy solicitation and the
written consent of each nominee for election to the Board named
therein (if any) to serve if elected) and the name, address and
number of shares of Common Stock held of record or beneficially as
of the record date for such meeting by the person proposing to
bring such proposal before the meeting.
Nothing in this section shall be interpreted or construed to
require the inclusion of information about any stockholder proposal
in our Proxy Statement.
26
ANNUAL REPORT ON FORM
10-K
Along with mailing the proxy materials, we have included a copy of
our Annual Report on Form 10-K for the fiscal year ended December
31, 2017. We will provide stockholders with additional copies of
our Annual Report on Form 10-K for the fiscal year ended December
31, 2017, without charge, upon written request to Zoned Properties,
Inc., Attention: Corporate Secretary, 14269 N. 87
th
Street,
#205, Scottsdale, AZ 85260.
“HOUSEHOLDING”
OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries
(e.g. brokers) to satisfy the delivery requirements for proxy
statements and annual reports with respect to two or more
stockholders sharing the same address by delivering a single proxy
statement and annual report addressed to those stockholders. This
process, which is commonly referred to as
“householding,” potentially means extra convenience for
stockholders and cost savings for companies.
A number of brokers with accountholders who are stockholders will
be householding our proxy materials. As indicated in the notice
previously provided by these brokers to stockholders, a single
proxy statement and annual report will be delivered to multiple
stockholders sharing an address unless contrary instructions have
been received from an affected stockholder. Once you have received
notice from your broker or us that they will be householding
communications to your address, householding will continue until
you are notified otherwise.
Stockholders who currently receive multiple copies of the proxy
materials at their address and would like to request householding
of their communications should contact their broker or, if a
stockholder is a direct holder of shares of our Common Stock, they
should submit a written request to our transfer agent, West Coast
Stock Transfer, Inc. West Coast Stock Transfer’s telephone
number is (619) 664-4780.
To delist yourself from householding in the future you may write
the Company at 14269 N. 87
th
Street,
#205, Scottsdale, AZ 85260, Attention: Corporate Secretary or call
(877) 360-8839. Upon written or oral request directed to the
Company at the address or phone number listed above, we will
deliver promptly a separate copy of the proxy materials.
OTHER MATTERS
We do not know of any other matters that may be presented for
consideration at the Annual Meeting. If any other business does
properly come before the Annual Meeting, the persons named as
proxies will vote as they deem in our best interests.
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By Order of the Board,
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Bryan McLaren
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Chief Executive
Officer and President
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April 9, 2018
Scottsdale, Arizona
27
Important Notice
Regarding the Availability of Proxy Materials for the Annual
Meeting:
The Notice and Proxy Statement and Annual Report are available at
www.proxyvote.com
.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF ZONED PROPERTIES, INC.
The undersigned hereby appoints Bryan McLaren and Adam Wasserman,
and each of them, with power to act without the other and with
power of substitution, as proxies and attorneys-in-fact and hereby
authorizes them to represent and vote, as provided on the other
side, all the shares of Zoned Properties, Inc. common and/or
preferred stock which the undersigned is entitled to vote and, in
their discretion, to vote upon such other business as may properly
come before the Annual Meeting of Stockholders of the Company to be
held May 14, 2018 or any adjournment thereof, with all powers which
the undersigned would possess if present at the Meeting.
THIS PROXY CARD, WHEN
PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED,
THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES
UNDER PROPOSAL 1 AND FOR PROPOSAL 2 AND IN THE DISCRETION OF THE
PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.
Address Changes/Comments:
______________________________________________________________________
______________________________________________________________________________________
(If you noted and Address Changes/Comments above, please mark
corresponding box on the reverse side.)
(Continued and to be
marked, dated and signed on the other side)
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ZONED PROPERTIES, INC.
14269 N. 87
TH
STREET, #205 SCOTTSDALE,
AZ 85260
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VOTE BY
INTERNET
Before The
Meeting
— Go to
www.proxyvote.com
Use the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 P.M. Eastern Time
the day before the cut-off or meeting date. Have your proxy card in
hand when you access the web site and follow the instructions to
obtain your records and to create an electronic voting instruction
form.
During The Meeting
—
Go to
www.virtualshareholdermeeting.com/ZDPY2018
You may attend the Meeting via the Internet and vote during the
Meeting. Have the information that is printed in the box marked by
the arrow available and follow the instructions.
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VOTE BY PHONE —
1-800-690-6903
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Use any touch-tone telephone to transmit your voting instructions
up until 11:59 p.m. Eastern Time the day before the cut-off
date or meeting date. Have your proxy card in hand when you call
and then follow the instructions.
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VOTE BY MAIL
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Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to Vote
Processing, c/o Broadridge,
51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS
THIS PROXY CARD IS VALID
ONLY WHEN SIGNED AND DATED.
ZONED PROPERTIES,
INC.
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The Board of Directors
recommends you vote
FOR Proposals 1 and
2:
1. Election of Directors
Nominees:
To be elected for
terms expiring in 2019:
01) Bryan
McLaren
02) Derek
Overstreet
03) Art
Friedman
04) Alex McLaren,
MD
05)
David G.
Honaman
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For
All
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Withhold
All
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For All
Except
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To withhold authority to vote for any individual nominee(s), mark
“For All Except” and write the number(s) of the
nominees(s) on the line below.
________________________
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For
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Against
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Abstain
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3. Ratify Friedman LLP as independent registered public
accounting firm for fiscal 2018.
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NOTE:
Such other
business as may properly come before the meeting or any
adjournment thereof.
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For address changes and/or comments, please check this box and
write them on the back where indicated.
¨
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Note:
Please sign
as your name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
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____________
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Signature [PLEASE SIGN WITHIN BOX] Date
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Signature (Joint Owners) Date
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