ReposiTrak, Inc.

Regulatory Filings • Oct 11, 2019

DEFA14A 1 pcygdefa14a_oct2019.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

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 SEC Only (as permitted by
Rule 14a-6(e)(2))
[ ]	Definitive Proxy Statement
[X]	Definitive Additional Materials
[ ]	Soliciting Material Pursuant to 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

On October 11, 2019, Park City Group, Inc. (the “ Company ”) filed with the Securities and Exchange Commission a definitive proxy statement (the “ Proxy Statement ”) for the Company’s 2019 Annual Meeting of Shareholders, to be held on November 11, 2019 (the “ Annual Meeting ”), which Proxy Statement included a form of proxy card for use in connection with the Annual Meeting.

The purpose of this supplement is to (i) correct a calculation error in the Summary Compensation Table under the caption “Executive Compensation” in the Proxy Statement, and (ii) to revise the voting options under Proposal No. 3 in the proxy card that was attached to the Proxy Statement. Except as described in this supplement, the information provided in the Proxy Statement and the proxy card delivered to those shareholders eligible to receive notice of and to vote at the Annual Meeting continues to apply and should be considered in voting your shares. To the extent that information in this supplement differs from or updates information contained in the Proxy Statement, the information in this supplement is more current and supersedes the different or updated information contained in the Proxy Statement. THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.

The date of this Proxy Statement Supplement is October 11, 2019.

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EXECUTIVE COMPENSATION

Rule Below Paragraph

Summary Compensation Table

The table set forth below reflects certain information about the compensation paid or accrued during the years ended June 30, 2019 and 2018 to our Chief Executive Officer and our executive officers, other than our Chief Executive Officer, who were serving as an executive officer as of June 30, 2019 and whose annual compensation exceeded $100,000 during such year (collectively the “ Named Executive Officers ”). As previously reported on the Company’s Current Report on Form 8-K, the Company’s former Chief Financial Officer, Todd Mitchell resigned from his position effective May 15, 2019. Compensation paid to Mr. Mitchell during the years ended June 30, 2019 and 2018 is included in the table below.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (1)	Total ($)
Randall
K. Fields	2019	915,590 (2)	450,000 (3)	130,816 (4)	1,496,406
Chief Executive Officer and Chairman of the Board	2018	905,494 (2)	350,000 (3)	135,240 (4)	1,390,734
John
R. Merrill	2019	219,791	50,000	14,583	284,374
Chief Financial Officer	2018	16,667			16,667
Edward
L. Clissold	2019	185,000			185,000
General Counsel and Corporate Secretary, former Chief Financial
Officer	2018	183,541		48,481	232,022
Former Named Executive Officers
Todd Mitchell (5)	2019	225,000			225,000
Former Chief Financial Officer	2018	225,000		128,893	353,893

| (1) | Stock awards consist solely of shares of restricted Common Stock.
Amounts shown do not reflect compensation actually received by the
Named Executive Officer. Instead, the amounts shown are the
compensation costs recognized by the Company during the fiscal year
for stock awards as determined pursuant to FAS 123R. |
| --- | --- |
| (2) | On July 1, 2017, the Company and Mr. Fields and Fields Management,
Inc. (“ FMI ”),
a management company wholly owned by Mr. Fields, entered into an
amended Employment Agreement and an amended Service Agreement,
respectively. The year-over-year change in Mr. Fields’
salary, bonus and other compensation are a result of terms in the
amended agreements. See “Employment Agreements” below
for a more detailed description of Mr. Fields’ amended
Employment Agreement and FMI’s amended Service
Agreement. $823,176 and $823,176 of Mr. Fields’ cash compensation during
2019 and 2018, respectively, was paid to FMI pursuant to the terms
and conditions of the Service Agreement in effect during the
applicable period. |
| (3) | The terms and conditions of the amended Employment Agreement
by and between Mr. Fields and the Company, first dated June 30,
2013 and amended on July 1, 2017, and the amended Services
Agreement, by and between FMI and the Company, first dated June 30,
2013 and amended on July 1, 2017, provide for an incentive bonus to
be paid to Mr. Fields at the discretion of the Compensation
Committee and upon approval by the Board, based upon the
Company’s achievement of certain performance goals. Upon
recommendation of the Compensation Committee, the Board
approved a $350,000 and $450,000 bonus to Mr. Fields for
performance for the years ending June 30, 2018 and June 30, 2019,
respectively. The amounts granted reflect successful completion of
certain business objectives. |
| (4) | These amounts include premiums paid on life insurance policies of
$73,416 and $73,416 for 2019 and 2018, respectively; computer
related expenses of $6,000 for each of 2019 and 2018; Company car
related expenses of $14,400 and $18,720 for 2019 and 2018,
respectively; medical premiums of $25,000 and $25,104 for 2019 and
2018, respectively; and reimbursement for certain accounting
services of $12,000 for each of 2019 and 2018. |
| (5) | Effective May 15, 2019, Mr. Mitchell resigned from his position as
Chief Financial Officer. |

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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 OFPARK CITY GROUP,
INC. — Proposal No. 1 | PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE: ☒ — FOR ALL | WITHHOLD ALL | FOR ALL EXCEPT | |
| --- | --- | --- | --- | --- |
| Election of Directors, each 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 this 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, “FOR” PROPOSALS NO. 2 AND 4, AND FOR
“EVERY THREE YEARS” ON PROPOSAL NO. 3, EACH OF WHICH
HAVE BEEN PROPOSED 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(s) 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 a
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by the authorized
person. Dated: ______, 2019 | | |
| | | (Print Name of Stockholder and/or Joint Tenant) | | |
| | | (Signature of Stockholders) | | |
| | | (Second Signature if held jointly) | | |

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