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MCX Technologies Corporation Proxy Solicitation & Information Statement 2020

May 22, 2020

47125_rns_2020-05-22_6a9e1411-e9ca-487c-8b5f-8c49d7e3876c.pdf

Proxy Solicitation & Information Statement

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NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS June 29, 2020

NOTICE IS HEREBY GIVEN that the special meeting of stockholders of McorpCX, Inc. (the “Company”) to be held in lieu of an annual meeting will be held at 2529 Detroit Avenue, Cleveland, Ohio 44113 at 1:00 p.m. Eastern Time on June 29, 2020 (the “Special Meeting”). We are holding the Special Meeting for the following purposes:

  • (1) To approve the sale of all of the outstanding limited liability company membership units of McorpCX, LLC pursuant to the terms of the Unit Purchase Agreement, dated April 15, 2020, by and between the Company and mfifty, LLC (the “LLC Sale Proposal”);

  • (2) To approve the Company’s application for delisting of its shares of common stock from the TSX Venture Exchange;

  • (3) To elect five directors nominated by the Company’s board of directors to serve until the next annual meeting of stockholders;

  • (4) To amend the Company’s articles of incorporation to establish a quorum threshold of one-third of the total outstanding shares of common stock for future stockholder meetings;

  • (5) To amend the Company’s bylaws to change the composition of the Company’s board of directors from five (5) directors to a range of between five (5) and nine (9) directors, with the specific number to be determined by the Company’s board of the directors in their discretion from time-to-time;

  • (6) To amend the Company’s articles of incorporation to change the name of the Company from McorpCX, Inc. to MCX Technologies Corporation;

  • (7) To ratify the selection of MaloneBailey LLP as the independent auditor for the Company to conduct the audit of the year ended December 31, 2020;

  • (8) To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the enclosed proxy statement;

  • (9) To conduct a non-binding advisory vote on the frequency of future advisory votes on executive compensation;

  • (10) To consider and vote on a proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the LLC Sale Proposal if there are not sufficient votes at the time of the Special Meeting to approve the LLC Sale Proposal; and

  • (11) To transact any other business properly brought before the meeting.

The board of directors of the Company has fixed the close of business on May 19, 2020 as the record date for the determination of stockholders entitled to vote at the meeting or any adjournment, postponement or rescheduling thereof.

For information on how to vote, please refer to the instructions on the accompanying proxy card, or review the section titled “Commonly Asked Questions and Answers” beginning on page 9 of the accompanying proxy statement.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Gregg Budoi

Gregg Budoi Chairman of the Board

May 22, 2020

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on June 29, 2020: Our proxy statement and our Annual Report on Form 10-K are available at www.investorvote.com/MCCX a site that does not have “cookies” that identify visitors to the site.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE URGE YOU TO CAST YOUR VOTE AND SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AND THE PRESENCE OF A QUORUM. AS AN ALTERNATIVE TO VOTING IN PERSON AT THE SPECIAL MEETING, YOU MAY VOTE BY PROXY OVER THE INTERNET, OVER THE TELEPHONE, OR BY MAIL. A PROXY MAY BE REVOKED IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.