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SOLESENCE, INC. Proxy Solicitation & Information Statement 2017

Jul 14, 2017

33563_rns_2017-07-14_bd1a3458-68da-4ae3-9656-1c4211396c07.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 nanx-defa14a_082417.htm ADDITIONAL MATERIAL

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒ 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
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12

NANOPHASE TECHNOLOGIES CORPORATION

(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):

| ☒ | 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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* Exercise Your Right to Vote *Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on August 24, 2017

| NANOPHASE TECHNOLOGIES CORPORATION | Meeting
Information | |
| --- | --- | --- |
| | Meeting
Type: Annual Meeting | |
| | For
holders as of: June 29, 2017 | |
| | Date: August 24, 2017 Time: 8:30 AM CDT | |
| NANOPHASE TECHNOLOGIES CORPORATION C/O Broadridge P.O. Box
1342 Brentwood, NY 11717 | Location: | Nanophase Technologies Corp. 1319 Marquette Drive Romeoville, IL 60446 |
| | You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the
Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. | |
| | See the reverse side of this notice to obtain proxy materials and voting instructions. | |

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Before You Vote

How to Access the Proxy Materials

| Proxy Materials Available to
VIEW or RECEIVE: | | |
| --- | --- | --- |
| 1. Notice & Proxy Statement 2.
Form 10-K | | |
| How to View Online: | | |
| Have the information that is printed in the
box marked by the arrow (located
on the following page) and visit: www.proxyvote.com . | | |
| How to Request and Receive a PAPER or
E-MAIL Copy: | | |
| If you want to receive a
paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a
copy. Please choose one of the following methods to make your request: | | |
| 1) | BY INTERNET : | www.proxyvote.com |
| 2) | BY TELEPHONE : | 1-800-579-1639 |
| 3) | BY E-MAIL* : | [email protected] |
| * If
requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. | | |
| Requests, instructions
and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.
Please make the request as instructed above on or before August 10, 2017
to facilitate timely delivery. | | |

How To Vote

Please Choose One of the Following Voting Methods

| Vote In Person: Many
stockholder meetings have attendance requirements including, but not limited to, the possession of an
attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any
special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote
these shares. |
| --- |
| Vote By Internet: To
vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box
marked by the arrow available and follow the instructions. |
| Vote By Mail: You can
vote by mail by requesting a paper copy of the materials, which will include a proxy card. |

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| Voting
items | | | | | |
| --- | --- | --- | --- | --- | --- |
| The
Board of Directors recommends you vote | | | | | |
| FOR the following: | | | | | |
| 1. | Election
of Directors | | | | |
| | Nominees | | | | |
| 01 | Jess A. Jankowski | 02 | Richard W. Siegel | 03 | W. Ed Tyler |
| The Board of Directors recommends you vote FOR the following
proposal: | | | | | |
| 2. | PROPOSAL
TO RATIFY THE APPOINTMENT OF RSM US LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR
ENDING DECEMBER 31, 2017. | | | | |
| NOTE: EACH OF THE PERSONS NAMED AS PROXIES ARE AUTHORIZED, IN SUCH PERSON’S DISCRETION, TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING, OR ANY ADJOURNMENTS THEREOF. | | | | | |

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