2016 Shareholder Meeting: Frequently Asked Questions

MGT Capital Investments, Inc. (NYSE MKT: MGT) has scheduled its upcoming meeting of shareholders for September 8, 2016 at 10:00 AM EDT.  As a shareholder of record at the close of business on July 28, 2016 (the “Record Date”), you should have received notifications from your brokerage firm for the meeting.   

Shareholders of record have the right to vote at least once a year on certain decisions that impact the company. For example, shareholders are asked to vote on members of the Company’s Board of Directors, executive compensation and major proposed transactions.

At MGT, we believe in empowering our shareholders. We have received many thoughtful questions from investors about the process and proposals that will be voted on at the 2016 annual meeting of shareholders.  Please see below a list of the most common questions we have received as well as the corresponding answers we have provided.

Please visit the meeting's Event Home for more details. 

Can I attend in-person?

Yes, investors are able to attend in-person.  The shareholder meeting will be held at 10 a.m. EDT on September 8, 2016, at the offices of Sichenzia Ross Friedman Ference LLP located at 61 Broadway, 32nd Floor, New York, NY 10006. Please click here if you plan to attend the meeting person, in order that we plan accordingly.

Who can vote?

Stockholders as of the Record Date of July 28, 2016 are entitled to vote at the shareholder meeting regardless of the number of shares owned.

Each stockholder is entitled to exercise his or her right to vote and can also authorize third parties, particularly your custodian bank, a shareholder association or a voting proxy named by the Company, to exercise voting rights.

Please note, however, if you or your broker lent out some or all of your shares to a short seller, you relinquish the votings rights of any such shares.

Do I have to vote my proxy?

In addition to knowing that you are helping influence the decisions made by the Company, it is required that a quorum is present in order to move ahead with the transaction of business at the meeting. A quorum is achieved when at least 50.1% of the issued and outstanding shares of the Common Stock entitled to vote as of the Record Date is represented in person or by properly executed proxy cards of holders.

How many votes do I have?

Each share of common stock held entitles the stockholder of record to one vote on each proposal at the meeting.

What will be voted on?

There are nine proposals included in the proxy for the shareholder meeting that are included on page 2 of the filing, as well as details pertaining to each proposal and the company. Please carefully review the proxy, which can be located on the investors section of Company’s website, www.mgtci.com (click here) or at www.sec.gov (click here).

How do I vote my proxy?

Registered stockholders have four voting options:

  • voting in person at the meeting

  • completing and mailing in the proxy card

  • casting a vote on the Internet

  • casting a vote by telephone

Instructions for voting electronically are found on your “Notice of Internet Availability” and/or “Proxy Ballot.”

If you vote by Internet or by telephone, please do not mail your proxy card.

If I vote via mail, phone or Internet, can I still attend the meeting?

Submitting a proxy via mail, phone or the Internet does not in any way affect a stockholder’s right to attend the shareholder meeting.

Can I change my vote?

Anyone delivering a proxy card may revoke it at any time before it is exercised at the meeting by giving written notice of the revocation, by submitting a proxy card bearing a later date or by attending the meeting and voting in person.

Where can I access the proxy?

The proxy is available for download on the investors section of Company’s website (click here) or at www.sec.gov (click here).  

Why isn’t the acquisition of Demonsaw included as one of the proposals in the proxy?

In order to simplify the transactions for D-Vasive and Demonsaw, and conform with some customary tax issues, the two acquisitions have been effectively combined into one. This new structure was accomplished by D–Vasive purchasing Demonsaw, with MGT buying the combined company pending stockholder approval. As such, the proxy includes information for stockholders to vote on the proposed issuance of shares to consummate the announced acquisitions of assets from D-Vasive, Inc.

For more information about the structure of the D-Vasive acquisition, including the assets of Demonsaw, please see the proxy on the investors section of Company’s website (click here) or at www.sec.gov (click here).  

Will it be possible to participate in the meeting via telephone conference or internet?

No, it will not be possible to participate in the meeting via telephone conference or internet.

Who counts the votes for the meeting?

Broadridge Financial Solutions, Inc. will be handling the proxy ballots and tabulation of votes for the meeting.

Has management made any public statements pertaining to the pending acquisitions and issuance of shares that are being voted on at the meeting?

Yes, on July 10th and 11th, the Company management team provided responses to many of the common questions asked by investors regarding the proposals included in MGT’s proxy. These responses were aggregated into a press release that is available on the Company’s website at (click here).