INTELLINETICS, INC.

Regulatory Filings • May 10, 2018

DEFA14A 1 defa14a.htm

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U.S. Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]

Check the appropriate box:

| [ ] | Preliminary
Proxy Statement |
| --- | --- |
| [ ] | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [ ] | Definitive
Proxy Statement |
| [X] | Definitive
Additional Materials |
| [ ] | Soliciting
Material Pursuant to Rule 14a-12 |

INTELLINETICS, 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):

| [X] | No
fee required. |
| --- | --- |
| [ ] | Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |

| 1) | Title
of each class of securities to which transaction applies: |
| --- | --- |
| 2) | Aggregate
number of securities to which transaction applies: |
| 3) | Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined): |
| 4) | Proposed
maximum aggregate value of transaction: |
| 5) | Total
fee paid: |

| [ ] | Fee
paid previously with preliminary materials. |
| --- | --- |
| [ ] | Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing. |

| 1) | Amount
Previously Paid: |
| --- | --- |
| 2) | Form,
Schedule or Registration Statement No.: |
| 3) | Filing
Party: |
| 4) | Date
Filed: |

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Intellinetics, Inc.

2190 Dividend Dr.

Columbus, Ohio 43228

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SUPPLEMENT TO THE PROXY STATEMENT

for the

2018 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 12, 2018

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The purpose of this supplement to the proxy statement of Intellinetics, Inc., filed with the Securities and Exchange Commission on April 27, 2018, relating to our 2018 Annual Meeting of Stockholders to be held on Tuesday, June 12, 2018, is to notify stockholders of the following:

| 1) |
| --- |
| Accordingly,
the second paragraph under the heading “How are broker non-votes and abstentions treated?” on page 4 of our proxy
statement is hereby amended and restated to read as follows: |
| “ We
expect that Proposals 1 and 2 - the election of directors and the amendments to our 2015 Plan, - will be treated as non-routine
proposals. If you hold your shares in street name and do not instruct your brokerage firm or other nominee how to vote your
shares with respect to either of those proposals, then your brokerage firm or other nominee will not be permitted to vote
your shares on those proposals and your shares will be counted as broker non-votes on those proposals. Proposals 3 and
4 – the amendment to our Articles of Incorporation and the ratification of the appointment of our independent auditors
– will be treated as routine proposals, so if you hold your shares in street name and do not instruct your brokerage
firm or other nominee how to vote your shares with respect to these proposals, then your brokerage firm or other nominee will
be permitted to vote your shares on these proposals.” |

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| 2) | The
order of proposals on the proxy card appears differently than the order of the proposals as set forth in our
proxy statement. We will not be revising the proxy card. Specifically, “Proposal 2” as listed and described
throughout our proxy statement, to adopt and approve amendments to our 2015 Intellinetics, Inc. Equity Incentive Plan,
including an increase in the total number of shares of our common stock authorized for issuance under the plan by 1,500,000
shares to a total of 3,500,000 shares (the “Plan Amendments”), appears as item number 3 on the proxy
card thereto. Similarly, “Proposal 3” as listed and described throughout our proxy statement, to adopt
and approve an amendment to our Articles of Incorporation to increase the number of shares of common stock authorized for
issuance by 25,000,000 shares to a total of 75,000,000 shares (the “Charter Amendment”), appears as item number
2 on the proxy card thereto. |
| --- | --- |
| 3) | There
is an inadvertent typographical error on the Notice of 2018 Annual Meeting of Stockholders (the “Notice”)
in the additional number of shares of common stock that would be authorized by the Charter Amendment. The number of
additional shares of common stock that would be authorized by the Charter Amendment is 25,000,000, which number appears
correctly in the proxy statement (on pages 1 and 26) and on the proxy card. The total number of shares that
would be authorized for issuance appears correctly in the Notice, in our proxy statement, and in the proxy card,
as 75,000,000 shares. |
| | Accordingly,
the third bullet point on the Notice is hereby amended and restated to read as follows: |
| | “3.
To adopt and approve an amendment to our Articles of Incorporation to increase the number of shares of common stock authorized
for issuance by 25,000,000 shares to a total of 75,000,000 shares (the “Charter Amendment”);”. |

The date of this supplement to the proxy statement is May 10, 2018.

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