ReposiTrak, Inc.

Regulatory Filings • Oct 28, 2019

DEFA14A 1 pcygdefa14a.htm DEFA 14A Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2019 Issuer Direct Corporation Blueprint

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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. )

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 Materials Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12

PARK CITY GROUP, 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)(4) 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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PARK CITY GROUP, INC.

5282 South Commerce Drive, Suite D292

Murray, Utah 84107

(435) 645-2000

PROXY STATEMENT SUPPLEMENT

Dear Park City Group, Inc. Shareholders: October 28, 2019

You most likely have received a proxy card for Park City Group, Inc.’s 2019 Annual Meeting of Stockholders (the “ Annual Meeting ”), to be held at the Company’s corporate offices located at 5282 South Commerce Drive, Suite D292, Murray, Utah on November 11, 2019 at 9:00 A.M. MST . Due to a printing error, you received an incorrect proxy card . Proposal No. 1 should have offered you the option to either vote FOR ALL, to WITHHOLD ALL, or FOR ALL EXCEPT Randall K. Fields, Robert W. Allen, Ronald C. Hodge, William S. Kies, Jr., or Peter J. Larkin, the individual director nominees identified in the Proxy Statement for the Annual Meeting.

We have therefore enclosed a corrected proxy card that lists the correct voting options for Proposal No. 1. If you have already returned the original proxy card, you must return the enclosed corrected proxy card , using the enclosed reply envelope, to have your shares represented and voted by proxy at the Annual Meeting . If you have already voted via the Internet or by telephone based on the incorrect proxy card, please return the enclosed revised proxy card or resubmit your vote via the Internet or by telephone following the instructions on the enclosed corrected proxy card . If you have not yet returned the original proxy card, please discard it and instead use the enclosed corrected proxy card , or vote via the Internet or by telephone following the instructions on the enclosed corrected proxy card . If your shares are held in the name of a bank, broker or other agent, please follow the instructions on the voting instruction card furnished by the bank, broker or other agent.

We regret any inconvenience or confusion caused by the mailing of an erroneous proxy card, but chose to provide you with the corrected proxy card to ensure the integrity of the voting process. If you need assistance or have any questions or concerns regarding the corrected proxy card , please contact me directly at (435) 645-2000. We appreciate your attention to this matter.

Best Regards, /s/ Edward L. Clissold Edward L. Clissold General Counsel and Corporate Secretary

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| PARK CITY GROUP, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS 2019 ANNUAL MEETING OF STOCKHOLDERS – NOVEMBER 11, 2019 AT
9:00 A.M. MST | | |
| --- | --- | --- |
| CONTROL ID: | | |
| REQUEST ID: | | |
| The undersigned revokes all previous proxies and constitutes and
appoints Randall K. Fields and Edward L. Clissold, and each of
them, the true and lawful agent and proxy with full power of
substitution in each, to represent and to vote on behalf of the
undersigned all of the shares of Park City Group, Inc. (the
“ Company ”) which the undersigned is entitled to vote
at the Company’s 2019 Annual Meeting of Stockholders (the
“ Annual
Meeting ”), to be held at
the Company’s corporate offices located at 5282 South
Commerce Drive, Suite D292, Murray, Utah on November 11, 2019 at
9:00 A.M. MST, and at any adjournment(s) or postponement(s)
thereof, on the following Proposals at the Annual Meeting, each of
which are more fully described in the Proxy Statement for the
Annual Meeting (receipt of which is hereby
acknowledged). | | |
| (CONTINUED AND TO BE SIGNED ON REVERSE SIDE.) | | |
| VOTING INSTRUCTIONS | | |
| If you vote by phone, fax or internet, please DO NOT mail your
proxy card. | | |
| ● | MAIL: | Please mark, sign, date, and return this Proxy Card promptly using
the enclosed envelope. |
| ● | FAX: | Complete the reverse portion of this Proxy Card and Fax to (202)
521-3464. |
| ● | INTERNET: | https://www.iproxydirect.com/PCYG |
| ● | PHONE: | (866) 752-VOTE(8683) |

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| 2019 ANNUAL MEETING OF THE STOCKHOLDERS OF PARK CITY GROUP, INC. | PLEASE COMPLETE, DATE, SIGN AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR
BLACK INK AS SHOWN HERE: ☒ | | | |
| --- | --- | --- | --- | --- |
| PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS | | | | |
| Proposal No. 1 | FOR ALL | WITHHOLD ALL | FOR ALL EXCEPT | |
| Election of Directors, each to serve for a term of one
year: | ☐ | ☐ | | |
| Randall K. Fields | | | ☐ | |
| Robert W. Allen | | | ☐ | CONTROL ID: |
| Ronald C. Hodge | | | ☐ | REQUEST ID: |
| William S. Kies, Jr. | | | ☐ | |
| Peter J. Larkin | | | ☐ | |
| Proposal No. 2 | FOR | AGAINST | ABSTAIN | |
| Approval, on an advisory basis, the compensation paid to our named
executive officers as disclosed in the Proxy Statement
(“ Say-on-Pay ”). | ☐ | ☐ | ☐ | |
| Proposal No. 3 | EVERY YEAR | EVERY TWO YEARS | EVERY THREE YEARS | ABSTAIN |
| Approval, on an advisory basis, of the frequency of future
Say-on-Pay votes (“ Say-on-Frequency ”). | ☐ | ☐ | ☐ | ☐ |
| Proposal No. 4 | FOR | AGAINST | ABSTAIN | |
| Ratification of Haynie & Company as our independent registered
public accounting firm for the fiscal year ending June 30,
2020. | ☐ | ☐ | ☐ | |
| Proposal No. 5 | FOR | AGAINST | ABSTAIN | |
| To transact other business that may properly come before the Annual
Meeting or any adjournments or postponements thereof. | | MARK “X” HERE IF YOU PLAN
TO ATTEND THE MEETING: ☐ | | |
| THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED “FOR ALL” ON PROPOSAL
NO. 1 AND “FOR” PROPOSALS NO. 2 AND
4 AND FOR “EVERY THREE
YEARS” ON PROPOSAL NO. 3, EACH OF WHICH HAVE BEEN RECOMMENDED
BY OUR BOARD, AND IN THE DISCRETION OF THE PROXY HOLDER UPON OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL
MEETING. | | MARK HERE FOR ADDRESS CHANGE ☐ New Address (if
applicable): ____________ IMPORTANT: Please sign exactly
as your name or names appear on this Proxy. When shares are held
jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer, giving full title as
such. If signer is a partnership, please sign in partnership name
by authorized person. Dated: ______, 2019 | | |
| | | (Print Name of Stockholder and/or Joint Tenant) | | |
| | | (Signature of Stockholders) | | |
| | | (Second Signature if held jointly) | | |

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