SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.___)

Filed by the Registrant T

Filed by a Party other than the Registrant £

Check the appropriate box:

£ Preliminary Proxy Statement
T Definitive Proxy Statement
£ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
£ Definitive Additional Materials
£ Soliciting Material Pursuant to 240.14a-12

MMRGLOBAL, 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):

T 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:

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(2) Aggregate number of securities to which transaction applies:

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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£ 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:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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June 6, 2014

To Our Stockholders:

You are cordially invited to attend the 2014 Annual Meeting of Stockholders of MMRGlobal, Inc., to be held on July 16, 2014, 10:30 a.m. Pacific Time (the "Annual Meeting"), at the MMRGlobal, Inc. corporate headquarters, located at 4401 Wilshire Boulevard, Los Angeles, California 90010.

The matters expected to be acted upon at the Annual Meeting are described in the following Notice of the 2014 Annual Meeting of Stockholders and Proxy Statement.

As with previous years, we have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission's "notice and access" rules. These rules allow us to make our stockholders aware of the availability of our proxy materials by sending a Notice of Internet Availability of Proxy Materials, which provides instructions for how to access the full set of proxy materials through the Internet or make a request to have printed proxy materials delivered by mail. We believe compliance with these rules will allow us to provide our stockholders with the materials they need to make informed decisions, lower the costs of printing and delivering those materials, and significantly reduce the environmental impact of our Annual Meeting.

It is important that you use this opportunity to take part in the affairs of MMRGlobal by voting on the business to come before this meeting. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible using one of the voting methods we have provided to you. Please review the voting instructions described in the accompanying Proxy Statement. Returning the proxy card with your vote does not deprive you of your right to attend the meeting and to vote your shares in person.

If your shares are held in the name of a broker, trust, bank or other nominee, you will need proof of ownership to be admitted to the meeting, as described under "How can I attend the Annual Meeting?," beginning on page 1 of this Proxy Statement.

Thank you for your interest in MMRGlobal, Inc.

Sincerely,

/s/ Robert H. Lorsch
Robert H. Lorsch
Chairman and Chief Executive Officer

MMRGLOBAL, INC.
4401 Wilshire Blvd., Suite 200
Los Angeles, California 90010

NOTICE OF THE 2014 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 16, 2014

To the Stockholders of MMRGlobal, Inc.:

NOTICE IS HEREBY GIVEN that the 2014 Annual Meeting of the Stockholders, which we refer to as the Annual Meeting, of MMRGlobal, Inc., a Delaware corporation, will be held on July 16, 2014, 10:30 a.m. Pacific Time, at the MMRGlobal, Inc. corporate headquarters, located at 4401 Wilshire Boulevard, Los Angeles, California 90010, to consider and vote upon the following proposals:

1. To elect two (2) Class II directors to serve for a term of three (3) years, with such term expiring upon the 2017 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified;

2. To ratify the appointment of Rose Snyder & Jacobs as our independent registered public accounting firm for the fiscal year ending December 31, 2014; and

3. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The proposals and other related matters are more fully described in the Proxy Statement accompanying this notice.

Stockholders of record at the close of business on May 14, 2014, which we refer to as the Record Date, are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. As of that date, 731,589,466 shares of our common stock were outstanding and entitled to vote. We cordially invite all Stockholders to attend the Annual Meeting in person.

By Order of the Board of Directors,

/s/ Robert H. Lorsch

Robert H. Lorsch
Chairman and Chief Executive Officer

Los Angeles, California
June 6, 2014

Any stockholder present at the Annual Meeting may withdraw his or her proxy

and vote in person on each matter brought before the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON JULY 16, 2014

The Proxy Statement and Annual Report for the year ended December 31, 2013 are available at www.materials.proxyvote.com/55314U  and at http://www.MMRGlobal.com under "Investor Relations"

YOUR VOTE IS IMPORTANT.

For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the section entitled "How to Vote" in the accompanying Proxy Statement or, if you requested printed proxy materials, your enclosed proxy card.

4401 Wilshire Blvd., Suite 200
Los Angeles, California 90010

PROXY STATEMENT
FOR THE 2014 ANNUAL MEETING OF STOCKHOLDERS

Important Notice Regarding the Availability of Proxy Materials

Under rules issued by the Securities and Exchange Commission, or the SEC, we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. On June 6, 2014, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access our proxy materials, including our Proxy Statement and our Annual Report for the fiscal year ended December 31, 2013, (the "Annual Report") each of which is available under the "Investor Relations" page on our website at http://www.MMRGlobal.com

This process is designed to expedite our stockholders' receipt of our proxy materials, decrease the cost of our Annual Meeting and help conserve natural resources. However, if you would prefer to receive printed copies of the proxy materials via mail, please follow the instructions included in the Notice. Otherwise, you will continue to receive a Notice and form of Proxy through the mail with instructions on how to access the Annual Report and Proxy Statements via the Internet.

Questions and Answers about the Annual Meeting and Voting

Why did I receive these proxy materials?

We are providing these proxy materials in connection with the solicitation by the Board of Directors of MMRGlobal, Inc., a Delaware corporation, (the "Board" or "Board of Directors"), of proxies to be voted at our Annual Meeting and at any adjournment or postponement thereof. As used in this Proxy Statement, unless otherwise indicated, the terms "we," "us," and "our" refer to MMRGlobal, Inc.

You are invited to attend the Annual Meeting on July 16, 2014, beginning at 10:30 a.m. Pacific Time. The Annual Meeting will be held at the MMRGlobal, Inc. corporate headquarters, located at 4401 Wilshire Boulevard, Los Angeles, California 90010.

Stockholders will be admitted to the Annual Meeting beginning at 10:00 a.m. Pacific Time.

We are mailing the Notice of Annual Meeting and Notice of Internet Availability of Proxy Materials on or about June 6, 2014.

How can I attend the Annual Meeting?

Stockholders must present a form of personal photo identification in order to be admitted to the Annual Meeting. If you hold your shares in street name, you also will need proof of ownership in order to be admitted to the Annual Meeting. A recent brokerage statement or a letter from your nominee are examples of acceptable proof of ownership.

Please note that no cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Annual Meeting.

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Who is entitled to vote at the Annual Meeting?

Only holders of record of our common stock at the close of business on the Record Date will be entitled to notice of and to vote on the matters presented at the Annual Meeting. At the close of business on May 14, 2014, we had 731,589,466 outstanding shares of our common stock. Each holder of record of Common Stock on the Record Date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting. All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, for those shares, to be the "stockholder of record." The Notice and proxy card documents for the Annual Meeting have been sent directly to you by Broadridge, our proxy services provider.

If you hold your shares in a stock brokerage account or by a bank or other holder of record, you are considered the "beneficial owner" of shares held in street name. A Notice and separate proxy card has been forwarded to you by your broker, bank or other holder of record who is considered, for those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction card included in that mailing from your broker, bank or other holder of record.

How do I vote?

You may vote all of your shares using any of the following methods:

• By Mail

You can vote by mail using the proxy card that was separately mailed to you by us or by your broker, bank or other holder of record. Be sure to complete, sign and date the proxy card or voting instruction card and return it in the prepaid envelope. If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the person named on the proxy card will vote the shares represented by that proxy as recommended by our Board of Directors for all matters other than the election of directors.

If you are a stockholder of record, and the prepaid envelope is missing, please mail your completed proxy card to MMRGlobal, Inc., 4401 Wilshire Blvd., Suite 200, Los Angeles, CA 90010.

• Via the Internet

You can vote by proxy over the Internet by following the instructions provided to you on the proxy card or in the Notice. Internet voting is available 24 hours a day, 7 days a week, and will be accessible until 11:59 p.m. Eastern Time on July 15, 2014 by visiting www.proxyvote.com and following the instructions. Our Internet voting procedures are designed to authenticate stockholders by using individual control numbers, which are located on the proxy card. If you vote by Internet, you do not need to return your proxy card.

• In Person at the Annual Meeting

All stockholders of record may vote in person at the Annual Meeting. You may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person as your representative. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election with your ballot to be able to vote in person at the Annual Meeting.

Your vote is important. You can save us the expense of a second mailing by voting promptly.

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Who will count the vote?

Representatives from Broadridge Financial Solutions will tabulate the votes, and an employee of ours, appointed during the meeting, will act as the inspector of election.

What can I do if I change my mind after I vote my shares?

Any person giving a proxy pursuant to this solicitation has the power to revoke it at any time before it is voted. A proxy may be revoked by filing with us at our principal executive office, 4401 Wilshire Blvd., Suite 200, Los Angeles, CA 90010, a written notice of revocation or a duly executed proxy bearing a later date, or it may be revoked by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not, by itself, revoke a proxy.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker or other holder of record. You may also vote in person at the Annual Meeting if you obtain a legal proxy as described in the answer to the previous question.

All shares that have been properly voted and not revoked will be voted at the Annual Meeting.

What shares are included on the proxy card?

If you are a stockholder of record you will receive only one proxy card for all the shares (including Restricted Shares) that you hold in certificate form and in book-entry form. If you are a beneficial owner, you will receive voting instructions, and information regarding the householding, or consolidation, of your vote, from your bank, broker or other holder of record.

Is there a list of stockholders entitled to vote at the Annual Meeting?

The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting for any purpose germane to the meeting, between the hours of 9:00 a.m. and 4:30 p.m., Pacific Time, at our principal executive office at 4401 Wilshire Blvd., Suite 200, Los Angeles, CA 90010, by contacting Herlyn Crawford, at our offices.

What is a "quorum" at the Annual Meeting?

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of our common stock issued and outstanding as of the close of business on the Record Date will constitute a "quorum." Votes cast by proxy or in person at the Annual Meeting will be tabulated by the inspector of elections appointed for the Annual Meeting, who will determine whether or not a quorum is present. Abstentions and broker non-votes are each included in the determination of the number of shares present and voting for the purpose of determining whether a quorum is present.

What happens if I do not give specific voting instructions?

Stockholders of Record

If you are a stockholder of record and you:

• indicate when voting on the Internet that you wish to vote as recommended by our Board of Directors; or
• sign and return a proxy card without giving specific voting instructions,

then the proxy holders will vote your shares in the manner recommended by our Board of Directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

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Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a "broker non-vote."

Which ballot measures are considered "routine" or "non-routine"?

The election of directors (Proposal No. 1), is a matter considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal No. 1.

The ratification of the selection of Rose Snyder & Jacobs as our independent registered public accounting firm for the year ending December 31, 2014 (Proposal No. 2) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 2.

What vote is required to approve each proposal?

Proposal No. 1: Election of Directors. The two nominees receiving the highest number of "FOR" votes of the shares entitled to be voted for them will be elected as directors to serve for a term of three (3) years or until their successors are duly elected and qualified. For Proposal No. 1, the inspector of elections appointed for the Annual Meeting will count the votes "FOR," and "AGAINST," or "WITHHELD." Votes that are voted "WITHHELD" and broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Annual Meeting, but will have no effect and will not be counted towards the vote total for Proposal No. 1.

Proposal No. 2: Ratification of Independent Registered Public Accountants. Proposal No. 2 requires the affirmative vote of a majority of the outstanding shares present in person or represented by proxy at the Annual Meeting and entitled to vote on Proposal No. 2. For Proposal No. 2, the inspector of elections appointed for the Annual Meeting will count the votes "FOR," "AGAINST," or "ABSTAIN." Abstentions will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Annual Meeting. Abstentions have no effect and will not be counted towards the vote total for Proposal No. 2.

Could other matters be decided at the Annual Meeting?

As of the date this Proxy Statement went to press, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement.

If you have returned your signed and completed proxy card and other matters are properly presented at the Annual Meeting for consideration, the designated proxy appointed by the Board of Directors (the person named in your proxy card if you are a stockholder of record) will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will bear the entire cost of solicitation of proxies, including preparation, assembly, printing, mailing and electronic distribution or hosting of this Proxy Statement, the proxy and any additional information furnished to stockholders. We will also reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses incurred in sending proxies and proxy solicitation materials to the beneficial owners of our common stock.

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We may supplement our original solicitation of proxies by mail, telephone, telegram, email or personal solicitation by our directors, officers or other regular employees. We will not pay additional compensation to directors, officers or other regular employees for such services.

When is the deadline for stockholder proposals to be included in our 2015 Annual Meeting?

Pursuant to SEC Rule 14a-8, proposals that stockholders wish to include in our Proxy Statement and form of proxy for the Annual Meeting must be received by us at our principal executive office at 4401 Wilshire Blvd., Suite 200, Los Angeles, CA 90010, no later than February 8, 2015 and must satisfy the conditions established by the SEC for such proposals. Pursuant to SEC Rule 14a-4, if we have not received notice by April 23, 2015 of any matter a stockholder intends to propose for a vote at the Annual Meeting, then a proxy solicited by the Board of Directors may be voted on such matter in the discretion of the proxy holder, without discussion of the matter in the Proxy Statement soliciting such proxy and without such matter appearing as a separate item on the proxy card. Additionally, proposals that stockholders wish to present at the Annual Meeting (but not included in our related Proxy Statement and form of proxy) must be received by us at our principal executive office at 4401 Wilshire Blvd., Suite 200, Los Angeles, CA 90010, not before March 18, 2015 and no later than April 17, 2015 and must satisfy the conditions for such proposals set forth in our Amended and Restated Bylaws. Stockholders are advised to review our Bylaws, which contain requirements with respect to advance notice of stockholder proposals and director nominations.

What is the process for stockholders to communicate with the Board of Directors?

We provide an informal process for stockholders to send communications to the Board of Directors. Stockholders who wish to contact the Board of Directors or any of its members may do so by writing to MMRGlobal, Inc. at 4401 Wilshire Blvd., Suite 200, Los Angeles, CA 90010. Correspondence directed to an individual director is referred, unopened, to that member. Correspondence not directed to a particular director is referred, unopened, to the Chairman of the Board, who then bears the responsibility of providing copies of the correspondence to all directors, as he deems appropriate.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of May 14, 2014, the Record Date, as to shares of our common stock beneficially owned by: (1) each person known by us to own five percent or more of the outstanding shares of our common stock; (2) each of our named executive officers listed in the summary compensation table; (3) each of our directors; and (4) all of our named executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. Except as otherwise noted in the footnotes below, we believe, based upon information furnished to us, that each of the stockholders named in the tables have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to applicable community property laws.

Shares of common stock subject to options, warrants and convertible notes exercisable or convertible within 60 days from May 14, 2014 are deemed outstanding for computing the ownership percentage of the person holding such options, warrants or notes, but are not deemed outstanding for computing the ownership percentage of any other person.

	Number of Shares of Common
Name and Address of Beneficial Owner (1)	Stock Beneficially Owned (2)	Percentage
Directors and Named Executive Officers
Robert H Lorsch (3)	105,589,106	13.3%
Bernie Stolar	17,077,894	2.3%
Ingrid Safranek	10,375,000	1.4%
Doug Helm	8,875,624	1.2%
Jack Zwissig	8,220,375	1.1%
Mike Finley	4,125,000	*
Ivor Royston (4)	2,660,558	*
All Executive Officers and Directors as a group	156,923,557	19.3%
(7 People)
5% Stockholders
RHL Group (3)	83,090,352	10.7%
Robert H Lorsch (3)	22,498,754	3.0%
David Loftus	58,247,324	7.4%
Sherry Hackett	36,350,068	4.7%

(1)	The business address of each director and executive officer listed is c/o MMRGlobal, Inc., 4401 Wilshire Blvd., Suite 200, Los Angeles, CA 90010.
(2)	This table is based upon information supplied by officers, directors, principal stockholders, and Schedules 13D and 13G filed with the SEC. Beneficial ownership is determined in accordance with the rules of the SEC. Applicable percentage ownership is based on 731,589,466 shares of common stock outstanding as of May 14, 2014. Shares of common stock subject to options, warrants and convertible notes exercisable or convertible within 60 days after May 14, 2014, are deemed outstanding for computing the ownership percentage of the person holding such options, warrants or notes, but are not deemed outstanding for computing the ownership percentage of any other person. Except as otherwise noted, we believe that each of the stockholders named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to applicable community property laws.
(3)	Consists of (i) 8,318,754 shares of common stock held directly by Mr. Lorsch and 36,454,892 shares of common stock held directly by The RHL Group, which is wholly owned and controlled by Mr. Lorsch, and Mr. Lorsch also has voting and/or investment power over such shares, and (ii) a fully vested warrants and/or options held by The RHL Group to purchase 46,635,460 shares of common stock.
(4)	Mr. Royston joined the Board on May 27, 2013. Includes an option to purchase 350,000 shares of common stocks within 60 days after May 18, 2014.

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We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors and employees, including our principal executive officer and principal financial officer.  The Code of Business Conduct and Ethics is available in the "Corporate Governance" section under "Investor Relations" on our website at www.MMRGlobal.com. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision of the Code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

Our Board of Directors adopted a related party transaction policy, under which all related party transactions shall be presented to the disinterested directors of the Board for review and approval in advance of such transactions. If it is not feasible to obtain advance approval of a related party transaction, such transaction shall be subject to the ratification of the disinterested directors of the Board, and we may enter into such transaction prior to obtaining the approval of the disinterested directors only if the terms of such transaction allow it to be rescinded at no cost to us in the event it is not ratified by the disinterested directors of the Board.

Other than the agreements and other arrangements set forth below, since January 1, 2013, there have not been any transactions or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds $120,000 and in which any director, executive officer, holder of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.

Our Chairman and Chief Executive Officer, Robert H. Lorsch, is also the Chief Executive Officer of The RHL Group, Inc. and has full voting power over all of the capital stock of The RHL Group, Inc. Mr. Lorsch, directly and indirectly through The RHL Group, Inc., beneficially owns approximately 14% our total outstanding voting stock. The RHL Group, Inc. has loaned us money pursuant to the Eighth Amended Note and any predecessor notes.

The RHL Group is an investment holding company which provides consulting, operational and technical services to us, which we refer to as the RHL Services. As part of the RHL Services, the RHL Group provides us with unrestricted access to its internal business and relationship contact database of more than 10,000 persons and entities, which includes clients of the RHL Group and other individuals which may hold value to us. The RHL Group also provides infrastructure support to us, including allowing our unlimited access to its facilities, equipment, and data, information management and server systems. In addition to allowing us the use of its office support personnel, the RHL Group has also consented to allow us to utilize the full-time services of Mr. Lorsch as our President, Chairman and Chief Executive Officer, which requires substantial time and energy away from his required duties as The RHL Group's Chairman and Chief Executive Officer. In addition, The RHL Group has made its President, Kira Reed, available as our spokesperson. Ms. Reed, who is Mr. Lorsch's spouse, also manages our social networking activities.

In consideration for the above, The RHL Group, Inc. has a consulting arrangement with us. A copy of the consulting agreement is filed as an Exhibit in our current report on Form 8-K filed with the SEC on May 4, 2009.

The consulting agreement provides for a monthly fee of $25,000 plus the reimbursement of certain expenses, including medical insurance.

On September 15, 2009, we entered into a five year agreement with E-Mail Frequency, LLC and David Loftus, Managing Partner of E-Mail Frequency, LLC, a significant stockholder of ours, which we subsequently amended on September 1, 2011. Pursuant to this agreement with E-Mail Frequency, we license the use of an existing 80 million person direct marketing database of street addresses, cellular phone numbers, e-mail addresses and other comprehensive data with E-Mail Frequency. The agreement allows us to market, through the use of the E-Mail Frequency database, our MyMedicalRecords PHR, MyEsafeDepositBox virtual vault, and MMRPro document management system to physicians and their patients. Under the terms of the Agreement, we paid $250,000 to David Loftus as a one-time consulting fee in the form of 2,777,778 shares of our common stock, which we recorded as a

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prepaid consulting fee. We amortized $50,000 of this expense for each of the years ended December 31, 2013 and 2012. In addition, we incurred a total of $15,020 and $27,905 during the years ended December 31, 2013 and 2012, respectively, toward convertible notes interest to Mr. Loftus. We included in related party payables at December 31, 2013 and December 31, 2012 of $64,615 and $49,595, respectively, in respect to these services. Furthermore, Mr. Loftus is a value-added-reseller of MMRPro systems. We recognized $18,421 and $67,883 in revenue from E-Mail Frequency for the sale of MMRPro systems, during 2013 and 2012, respectively. On July 19, 2012, we entered into a 6% Convertible Promissory Note with Mr. Loftus for a principal amount of $157,422 and warrants to purchase our common stock.

The securities described above were issued to each of the foregoing persons or entities in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and the rules promulgated thereunder. At the time of their issuance, the securities granted above were restricted securities for purposes of the Securities Act and the certificates representing such securities bear legends to that effect, unless a legal opinion has been issued for the removal of such legends. The exercise/conversion prices of the securities described above were equal to the closing price of our common stock as of the date of grant.

Director Independence

Our Board of Directors has determined that each of the following directors would be deemed "independent" under applicable NASDAQ Stock Market LLC rules: Messrs. Finley, Helm, Royston, Stolar and Zwissig. These persons represent a majority of our Board of Directors. Mr. Lorsch, the Chairman of our Board of Directors and our Chief Executive Officer would not be deemed independent. Messrs. Stolar, Zwissig and Finley are members of our Compensation Committee and Mr. Zwissig is the Chairman of our Compensation Committee. Messrs. Helm and Zwissig are members of our Nominating and Corporate Governance Committee and Mr. Helm is the Chairman. Messrs. Stolar, Zwissig and Finley are members of our Audit Committee, but would not be deemed to be independent under the more stringent independence requirements for Audit Committee members set forth in NASDAQ Listing Rule 5605(2). Mr. Stolar is Chairman of the Audit Committee.

Legal Proceedings

From time to time, we are involved in various legal proceedings generally incidental to our business. While the result of any litigation contains an element of uncertainty, our management presently believes that the outcome of any known, pending or threatened legal proceeding or claim, individually or combined, will not have a material adverse effect on our financial statements.

On December 9, 2011, our wholly-owned subsidiary MyMedicalRecords, Inc. entered into a Non-Exclusive Settlement and Patent License Agreement (the "Agreement") with Surgery Center Management LLC ("SCM"). In consideration for the rights granted under the Agreement and in consideration of a settlement and release agreement, SCM contracted to pay us an initial payment of $5 million payable on December 23, 2011 and additional payments of $5 million per year for five consecutive years. After numerous attempts to collect the past due amount of $5 million, on January 19, 2012, MyMedicalRecords, Inc. filed a lawsuit in the Superior Court of the State of California for the County of Los Angeles for breach of contract and is seeking damages in an amount of $30 million. We do not have enough facts at this time to predict the chances of either a favorable or unfavorable outcome, nor do we have any facts upon which to base any information regarding collectability.

On January 29, 2013, we filed a complaint for patent infringement against Walgreen Co., titled MyMedicalRecords, Inc. v. Walgreen Co., United States District Court, Central District of California ("Walgreen I"). The complaint alleges that Walgreen Co. is infringing our Personal Health Records patent, U.S. Patent No. 8,301,466. On January 13, 2014, we filed a complaint for patent infringement against Walgreen Co., titled MyMedicalRecords, Inc. v. Walgreen Co., United States District Court, Central District of California ("Walgreen II"). The complaint alleges that Walgreen Co. is infringing our Personal Health Records patent, U.S. Patent No. 8,498,883. On February 13, 2014, Walgreen Co. filed a Petition for Inter Partes Review of U.S. Patent No. 8,301,466 ("IPR Proceeding") at the United States Patent and Trademark Office. On March 6, 2014, Walgreen Co. and us entered into a settlement agreement, the terms of which are confidential, which will result in the dismissal with prejudice of Walgreen I and

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Walgreen II and the dismissal of the IPR Proceeding. On March 25, 2014 the USPTO ordered that the joint motion to terminate the [IPR] proceeding be granted and the proceeding thereby terminated.

On February 11, 2013, we filed a complaint for patent infringement against WebMD Health Corp. and its wholly owned subsidiary WebMD Health Services Group, Inc. (collectively, "WebMD"), titled MyMedicalRecords, Inc. v. WebMD Health Corp et al., United States District Court, Central District of California. That complaint alleged that WebMD is infringing our Personal Health Records patent U.S. Patent No. 8,301,466. We subsequently withdrew the complaint per an agreement allowing us to the right to re-file without prejudice unless an agreement is reached within a specific period of time. On August 27, 2013, we terminated the agreement with WebMD. On October 2, 2013, we filed a new complaint against WebMD in the United States District Court for the Central District of California, alleging infringement of U.S. Patent Nos. 8,301,466 and 8,498,883. This matter is currently in the initial stages and we do not have enough facts at this time to predict the chances of either a favorable or unfavorable outcome, nor do we have any facts upon which to base any information regarding collectability.

On April 10, 2013, we filed a complaint for patent infringement against Quest Diagnostics Inc. ("Quest") in the United States District Court for the Central District of California, alleging that Quest Diagnostics Inc. is infringing U.S. Patent No. 8,301,466. On October 11, 2013, we filed an unopposed motion to add a claim of infringement of U.S. Patent 8,498,883 to our complaint against Quest, which was granted on October 29, 2013. This matter is currently in the initial stages and we do not have enough facts at this time to predict the chances of either a favorable or unfavorable outcome, nor do we have any facts upon which to base any information regarding collectability.

On May 17, 2013, we filed a complaint for patent infringement against Jardogs, LLC (the "Jardogs Complaint") in the United States District Court for the Central District of California, alleging that Jardogs, LLC infringes U.S. Patent No. 8,301,466. On September 23, 2013, we filed a separate complaint for patent infringement against Allscripts Healthcare Solutions Inc. ("Allscripts") titled MyMedicalRecords, Inc. v. Allscripts Healthcare Solutions Inc., United States District Court, Central District of California (the "Separate Allscripts Complaint"). The Separate Allscripts Complaint alleged that Allscripts is infringing U.S. Patent Nos. 8,301,466 and 8,498,883. On October 4, 2013, we filed a motion to amend the Jardogs Complaint to add Allscripts as a party defendant and to allege that Allscripts is infringing U.S. Patent Nos. 8,301,466 and 8,498,883. The Court granted that motion on November 1, 2013. Thereafter, we dismissed the Separate Allscripts Complaint. This matter is currently in the initial stages and we do not have enough facts at this time to predict the chances of either a favorable or unfavorable outcome, nor do we have any facts upon which to base any information regarding collectability.

We have received a letter from Sunil Singhal, our former Executive Vice President of Technology and Product Development. Mr. Singhal filed a charge with the U.S. Equal Employment Opportunity Commission, but that body declined to take action. In turn, Mr. Singhal filed a claim with the California Department of Fair Employment and Housing ("DFEH").  The DFEH had declined to bring a citation, but it has issued a "right to sue" notice.  Mr. Singhal filed suit in the Los Angeles County Superior Court in 2013, which we answered. The Superior Court has requested that the parties engage in mediation, but no trial date has been set and we have insufficient information to predict the chances of either a favorable or unfavorable outcome, nor do we have any facts upon which to base information regarding collectability.

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PROPOSAL 1

ELECTION OF DIRECTORS

Our board of directors is divided into three classes, with each class serving a staggered three-year term. Our current directors and corresponding terms are as follows:

Director	Class	Expiration of Term
Robert H. Lorsch	Class II	2014 Annual Meeting
Ivor Royston	Class II	2014 Annual Meeting
Mike Finley	Class III	2015 Annual Meeting
Bernard Stolar	Class III	2015 Annual Meeting
Douglas H. Helm	Class I	2016 Annual Meeting
Jack Zwissig	Class I	2016 Annual Meeting

As previously discussed, our stockholders will be voting on the election of two (2) Class II directors. The nominees up for election as Class II directors are Messrs. Lorsch and Royston. The Class II directors to be elected will hold office until the 2017 Annual Meeting of Stockholders or until their successors are duly elected and qualified, or until such director's earlier death, resignation or removal. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of Messrs. Lorsch and Royston. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board of Directors may propose. Messrs. Lorsch and Royston have agreed to serve as Class II directors if elected, and the Board has no reason to believe they will be unable to serve.

Directors are elected by a plurality of the votes present in person or represented by proxy and entitled to vote. The nominees receiving the highest number of votes of shares entitled to vote, up to the number of directors to be elected, will be elected.

The names of the nominee and our current directors with unexpired terms, their ages as of the Record Date, and certain information about them is stated below:

Name	Age	Position
Robert H. Lorsch	63	Chairman of the Board, President and Chief Executive Officer
Douglas H. Helm	72	Director, Nomination and Corporate Governance Chair and Audit Committee
Jack Zwissig	65	Director, Compensation Chair and Nomination and Corporate Governance Committee
Mike Finley	53	Director, Nomination and Corporate Governance and Audit Committee
Bernard Stolar	67	Director, Audit Chair and Compensation Committee
Ivor Royston	68	Director, Compensation Committee

Robert H. Lorsch, Chairman of the Board; Chief Executive Officer. Mr. Lorsch has served as the Chairman and Chief Executive Officer of the Company since 2005. He is also Chairman and Chief Executive Officer of The RHL Group, Inc., a private equity and business management consulting firm Mr. Lorsch formed in April 1998. In 1994, he co-founded SmarTalk TeleServices, Inc. ("SmarTalk"), with $5000, leading the company through a successful public

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offering in 1996 and building it into one of the largest providers of prepaid telecommunications products and services. Mr. Lorsch served as its Chairman and Chief Executive Officer until January 1998, when, with a 500 million dollar market cap, he left the company to remain in Los Angeles while SmarTalk moved its headquarters to Dublin, Ohio. In 1986, Mr. Lorsch founded Lorsch Creative Network, a full-service advertising and sales promotion agency that did marketing, advertising and sales promotion programs for nationally and internationally recognized clients, including the ABC, CBS and NBC television networks, Marvel Entertainment, Procter & Gamble, Johnson & Johnson, McDonald's Corporation and Northrop Grumman, among many others. In 1998, the Lorsch Creative Network became The RHL Group, Inc. (www.rhlgroup.com). He has served on the Personal Health Record Steering Committee of the Healthcare Information and Management Systems Society from 2006 to 2007. He spent nearly 30 years as a Member of the Board of Trustees of the California Science Center, where the Robert H. Lorsch Family Pavilion stands as a gateway to the world-class museum, and was a National Vice President and President of the Executive Committee/Western Region of the Muscular Dystrophy Association. He also served a four-year term on the State-appointed Board of Directors for California Science Center and Exposition Park, and was a member of the Gaming Policy Advisory Committee of the California Gambling Control Commission. Mr. Lorsch's current philanthropic activities include serving as a member of the Board of Governors for Cedars-Sinai Medical Center, and, since 1998, as a member of the Board of Directors and Executive Committee of D.A.R.E. America. In 2012 and 2014, he with his wife Kira served as Co-Chairs of The Thalians annual fundraising galas benefiting the mental health and wellness programs for America's wounded military and their families served by UCLA Health System's Operation Mend. Mr. Lorsch has received numerous honors and awards, including D.A.R.E. America's "Future of America Award," the Muscular Dystrophy Association's "Humanitarian of the Year Award," and the Starlight Children's Foundation's "Golden Wish Award." Mr. Lorsch was also awarded the Private Sector Initiatives Citation, or C-Flag, from the White House during the Reagan Administration for his commitment to raising millions of dollars for financing state and local earthquake preparedness education. Mr. Lorsch continues to serve as Chairman of the Board of MMR and acts as its Chief Executive Officer.

We believe that Mr. Lorsch's qualifications to continue to serve on our Board of Directors include his 40 years of experience as the chief executive officer of various successful corporations he founded, his knowledge of business management, his experience as a member of numerous organizational committees, his position as our current Chief Executive Officer and his direct responsibility for all areas of our operations.

Douglas H. Helm, Director.  Mr. Helm is the managing member of Helm Consulting Group LLC, a global consultancy firm.  From 2002 to 2009 he was associated with Employers Direct Corporation, Agoura Hills, CA, serving in various capacities, including marketing consultant, Vice President and Chief Marketing & Sales Officer of Employers Direct Insurance Company and Chief Operating Officer of its benefit subsidiary, Plenary Insurance Services, until its sale in October 2009.  Mr. Helm has over 40 years of experience in insurance and information services and has worked internationally in Russia, China and Europe.  Mr. Helm majored in Labor Economics at the University of Washington and received a J.D. from Northwestern School of Law in 1973. Mr. Helm is a member of the Oregon State Bar.

We believe that Mr. Helm's qualifications to continue to serve on our Board of Directors include his 40 years of experience in insurance and information services, his experience in marketing and consulting, his experience in the positions he has gained as vice president, chief marketing & sales officer and chief operating officer, and his legal background.

Jack Zwissig, Director. Since 1992, Mr. Zwissig has served as Chief Executive Officer of Zwissig and Associates, a consulting and executive leadership training firm that primarily concentrates on the designing and implementing of corporate culture change, including mergers and acquisitions. Throughout his tenure as head of Zwissig and Associates, Mr. Zwissig has offered consulting, marketing and advertising services to some of America's leading corporations and has led numerous corporate teambuilding workshops and seminars, both in the U.S. and abroad. Mr. Zwissig received a B.S. in Marketing and Management and a M.B.A. from Santa Clara University.

We believe that Mr. Zwissig's qualifications to continue to serve on our Board of Directors include his 18 years of experience as chief executive officer of a consulting and executive leadership training firm, his knowledge of marketing and management, and his business background.

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Mike Finley, Director. Mr. Finley is a respected leader in the telecommunications industry long-recognized for creating and growing businesses. He currently serves as Vice President, Global Carrier and Distribution Business Development for Qualcomm. Previously, he was President of the West Region for Sprint Nextel from 2006 to 2008 and a Senior Vice President of Sprint Corporation. He joined Nextel in 2002 as Area Vice President of Southern California and was promoted following the Sprint Nextel merger to Senior Vice President of General Business for the U.S. Prior to joining Nextel, Mr. Finley was a Senior Vice President of Wingcast, a joint venture between Ford Motor Company and Qualcomm which developed telematic products for Ford vehicles. From 1993 to 2001, Mr. Finley served as President of Verizon Wireless in Southern California, Vice President and General Manager in Sacramento and was Vice President of Sales in Ohio for Airtouch Cellular.  Prior to joining Airtouch, he held positions with Cellular One and McCaw Cellular. He began his career in communications in 1985 as a co-founder of Celluland, a national franchise which created an alternative distribution approach in advance of consumer marketing of wireless products. Mr. Finley is a graduate of Creighton University with a BSBA in Marketing and the General Manager Program in Executive Education at Harvard Business School. He currently serves as a Board Member of the Los Angeles Sports and Entertainment Commission, Member of the Region 1 Homeland Security Advisory Council, and Member of the Creighton University Hall of Fame.  Mr. Finley also served as a Member of our Board of Advisors, which he vacated upon joining our Board of Directors.

We believe that Mr. Finley's qualifications to continue to serve on our Board of Directors include his vast expertise in the telecommunications industry with specific marketing expertise in the mobile technology sector and his experience in senior management positions at large corporations.

Bernard Stolar, Director. Mr. Stolar currently serves on the Board of Directors of Worlds.com, a Public Company, as a consultant to the video games industry, and as marketing and strategic planning advisor for our wholly-owned subsidiary, MMR Information Systems, Inc. From February 2007 to September 2008, Mr. Stolar served as Games Industry Evangelist for Google, Inc., where his responsibilities included building in-game advertising. From February 2006 until its purchase by Google, Inc. in February 2007, Mr. Stolar was the Chairman of the Board of Adscape Media. Prior to this, from January 2002 to November 2002, Mr. Stolar was President and Chief Operating Officer of BAM! Entertainment, where he helped transform the company from a content provider for hand-held electronics into a developer and marketer of interactive entertainment for next generation video game consoles. From January 2000 until the division was sold in April 2001, Mr. Stolar served as President of Mattel Interactive, where he was responsible for all of Mattel's software, on-line and computer-enhanced toys. Mr. Stolar also served as President and Chief Operating Officer of Sega of America, Inc. from June 1996 to October 1999 and as an Executive Vice President with Sony Computer Entertainment of America from 1994 to June 1996.

We believe that Mr. Stolar's qualifications to continue to serve on our Board of Directors include his marketing and strategic planning experience, his experience as chairman of the board of Adscape Media, and his experience as president and chief operating officer of various companies.

Ivor Royston, Director. Dr. Royston is a Founding Managing Member of Forward Ventures. From 1990-2000, he served as the founding President and CEO of the non-profit Sidney Kimmel Cancer Center. From 1978 to 1990, he was on the faculty of the medical school and cancer center at the University of California, San Diego. In 1978, Dr. Royston was a co-founder of Hybritech, Inc., San Diego's first biotechnology company; and in 1986, he co-founded IDEC Corporation, which merged with Biogen to form Biogen Idec. Dr. Royston currently serves on the boards of directors of HemaQuest Pharmaceuticals, Inc., Biocept, Inc., and Syndax Pharmaceuticals, Inc. He formerly served on the board of directors of LigoCyte Pharmaceuticals, Inc. before its acquisition in 2012 by Takeda Pharmaceutical Company Limited. Dr. Royston has been instrumental in the formation, financing, and development of numerous biotechnology companies, including: Applied Molecular Evolution (acquired by Eli Lilly); Corixa (acquired by GlaxoSmithKline); Dynavax; Morphotek (acquired by Eisai); Sequana Therapeutics (acquired by Celera); TargeGen (acquired by Sanofi); and Triangle Pharmaceuticals (acquired by Gilead).

Dr. Royston received his B.A. (1967) and M.D. (1970) degrees from Johns Hopkins University and completed post-doctoral training in internal medicine and medical oncology at Stanford University. In 1997, President Clinton appointed Dr. Royston to a six-year term on the National Cancer Advisory Board.  In 2006, Dr. Royston was inducted into the San Diego Entrepreneur Hall of Fame.

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We believe that Dr. Royston's qualifications to serve on our Board of Directors are invaluable to us based on his 35 years of experience as a leader in the biotechnology industry since its inception and, in particular, his more than 12 years of knowledge and experience pertaining to our biotech assets because he served on the Board of Directors of Favrille, Inc. prior to its merger with us in 2009. Dr. Royston's expertise spans the market for our patents, antibody assets and patient samples augmented by his experience as an oncologist, immunologist, venture capitalist and a director of numerous biotech companies, as well as his position as a Founding Managing Member of Forward Ventures.

Family Relationships

There are no family relationships between any director or executive officer and any other director or executive officer.

Legal Proceedings

To our knowledge, there have not been any material proceedings to which any of our directors, officers, or 5% or more beneficial owners of our common stock is a party adverse to us or has a material interest adverse to us.

Required Vote

If a quorum is present and voting, the nominees for Class II directors who receive the most FOR votes (among votes properly cast in person or by proxy) will be elected to the Board.  Shares withheld or not voted will not be counted as votes cast, although they will be counted for purposes of determining whether there was a quorum.  Broker non-votes will not be taken into account in determining the election of directors.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ROBERT H. LORSCH AND IVOR ROYSTON AS CLASS II DIRECTORS

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PROPOSAL 2

RATIFICATION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Rose, Snyder & Jacobs, our independent registered public accounting firm for the fiscal year ended December 31, 2013, was recommended by the Audit Committee, and approved by the Board, to act in such capacity for the fiscal year ending December 31, 2014, subject to ratification by the stockholders.

The Audit Committee has directed that management submit the selection of this independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Representatives of Rose, Snyder & Jacobs are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. Stockholder ratification of the selection of Rose, Snyder & Jacobs as our independent registered public accounting firm is not required by our Bylaws or otherwise. However, the Board of Directors is submitting the selection of Rose, Snyder & Jacobs to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Board of Directors and the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Board of Directors and the Audit Committee in their discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of us and our stockholders.

Required Vote

The affirmative vote of the holders of a majority of the voting power represented by the shares present in person or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of Rose, Snyder & Jacobs. Abstentions will be counted toward the tabulation of votes cast on this proposal and will have the same effect as negative votes. Broker non-votes are counted toward a quorum, but are not counted for any purpose in determining whether this matter has been approved.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF ROSE, SNYDER & JACOBS AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014

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CORPORATE GOVERNANCE OF MMRGLOBAL, INC.

Corporate Governance Principles

We are committed to maintaining the highest standards of business conduct and corporate governance. We have adopted a Code of Business Conduct and Ethics for our directors, officers and employees. Our Certificate of Incorporation, Bylaws and the Board of Directors committee charters provide additional framework for our corporate governance principles.

Our business, property and affairs are managed under the direction of the Board of Directors. The Board of Directors selects the senior management team, which is charged with the day-to-day operations of our business. Members of the Board of Directors are kept informed of our business through discussions with the Chief Executive Officer, other senior officers and our counsel, by reviewing materials requested by them or otherwise provided to them and by participating in meetings of the Board of Directors and its committees. Having selected the senior management team, the Board of Directors acts as an advisor and counselor to senior management, monitors its performance and proposes or makes changes to the senior management team when it deems necessary or appropriate.

Board Leadership Structure and Role in Risk Oversight

Robert H. Lorsch holds the positions of our Chairman and Chief Executive Officer. He has held these positions since 2005, during which time he has served us well. We believe that it is in the best interests of our stockholders to have Mr. Lorsch serve as Chairman of the Board. Mr. Lorsch's combined role as Chairman and Chief Executive Officer allows for a clear focus for the chain of command to execute our strategic plan. Pursuant to our Bylaws, our Board of Directors determines how our powers shall be exercised and how our business shall be conducted. Thus, our Board of Directors has the necessary flexibility to determine whether the positions of Chairman and Chief Executive Officer should be held by the same person or by separate persons, based on our leadership needs. Moreover, four of our five directors are deemed independent according to the NASDAQ Listing Rules. The independent directors and Mr. Lorsch effectively oversee our management. Accordingly, we do not find it necessary to require our Chairman to be an independent director.

Our management is responsible for risk management on a day-to-day basis. Our Board of Directors oversees the risk management activities of management directly and through its committees by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices.

Board of Directors and Committee Meetings

The Board of Directors held 5 meetings during the year ended December 31, 2013. The Audit Committee held 4 meetings during the year ended December 31, 2013, the Nominating and Corporate Governance Committee did not meet during the year ended December 31, 2013 and the Compensation Committee held 2 meeting during the year ended December 31, 2013. Each of the directors attended at least 75% of the aggregate number of meetings of both the Board and the committees on which he served during the period for which he was a director or committee member, respectively.

The Board of Directors has not adopted a formal policy on members' attendance at our Annual Meeting, although all members of the Board of Directors are invited to attend. All our directors attended last year's Annual Meeting.

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Committees of the Board of Directors

Audit Committee and Audit Committee Financial Expert

The Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee our corporate accounting and financial reporting processes and audits of our consolidated financial statements. For this purpose, the Audit Committee performs several functions, including, without limitation: evaluating the performance of and assessing the qualifications of the independent auditors; determining and approving the engagement of the independent auditors; determining whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors; reviewing and approving the retention of the independent auditors to perform any proposed permissible non-audit services; monitoring the rotation of partners of the independent auditors on our audit team as required by law; reviewing and approving, or rejecting, transactions between us and any related persons; conferring with management and the independent auditors regarding the effectiveness of internal controls over financial reporting; establishing and maintaining procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and meeting to review our annual audited consolidated financial statements and quarterly consolidated financial statements with management and the independent auditors, including reviewing our disclosures set forth in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

As of December 31, 2013, the members of the Audit Committee are Messrs. Finley, Stolar and Helm. The Audit Committee has adopted a written charter that is available to stockholders on the "Investor Relations" page on our website at www.MMRGlobal.com.

Although we are traded on the OTC Bulletin Board, the Board of Directors reviews the NASDAQ Listing Rules' definition of independence for Audit Committee members on an annual basis. In light of compensation received for consulting services, our Board of Directors has determined that the current members of our Audit Committee are independent, except for Mr. Stolar (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). Further, our Board of Directors has determined that, notwithstanding the experience and education of our Audit Committee members, we do not have an "audit committee financial expert," as defined in applicable SEC rules. Given the size of our company and the familiarity of the Audit Committee members with our company, we believe it is not necessary to have such an expert at this time.

Report of the Audit Committee of the Board of Directors

The material in this report is not "soliciting material," is not deemed "filed" with the Commission, and is not to be incorporated by reference into any filing of ours under the Securities Act of 1933, or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The Audit Committee has reviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31, 2013 with management. The Audit Committee has discussed with the independent registered public accountants the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board, or PCAOB in Rule 3200T. The Audit Committee has also received the written disclosures and the letter from the independent registered public accountants required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as adopted by the PCAOB in Rule 3600T and has discussed with the independent registered public accountants the independent registered public accountant's independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Mike Finley

Doug Helm

Bernard Stolar

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee has adopted a written charter that is available to stockholders from the "Investor Relations" page on our website at www.MMRGlobal.com. The Nominating and Corporate Governance Committee is responsible for (i) the identification of qualified candidates to become members of the Board of Directors, (ii) the selection of candidates for recommendation to the Board of Directors as nominees for election as directors at the next annual meeting of stockholders, (iii) the selection of candidates for recommendation to the Board of Directors to fill any vacancies on the Board of Directors, (iv) the selection of a candidate for recommendation to the Board of Directors as the chairman of the Board, (v) making recommendations to the Board of Directors regarding the staffing of Board committees and the chairman of each committee; and (vi) analyzing and making recommendations to the Board of Directors regarding corporate governance matters applicable to us. The Nominating and Corporate Governance Committee is composed of three non-employee directors: Messrs. Helm, Zwissig and Finley.

Although we are traded on OTC Bulletin Board, the Board of Directors reviews the NASDAQ Listing Rules' definition of independence for the Nominating and Corporate Governance Committee members on an annual basis. Each member of the Nominating and Corporate Governance Committee is independent (as independence is currently defined in Rule 5605(a)(2) of the NASDAQ listing rules).

The Nominating and Corporate Governance Committee identifies director nominees through a combination of referrals, including by stockholders, existing members of the Board of Directors and management, and direct solicitations, where warranted. Once a candidate has been identified, the Nominating and Corporate Governance Committee reviews the individual's experience and background, and may discuss the proposed nominee with the source of the recommendation. The Nominating and Corporate Governance Committee usually believes it to be appropriate for committee members to interview the proposed nominee before making a final determination whether to recommend the individual as a nominee to the entire Board of Directors to stand for election to the Board.

We have adopted a formal process by which stockholders may recommend nominees to our Board. This information is available in the Corporate Governance section under "Investor Relations" on our website at www.MMRGlobal.com.

Among the factors that the Nominating and Corporate Governance Committee considers when evaluating proposed nominees are: their understanding of, and commitment to, the interests of stockholders; their independence; their experience and involvement in the successful creation of stockholder value; their experience in the information technology, medical technology and broader healthcare industry; their knowledge of and experience in business matters, accounting, finance, capital markets and mergers and acquisitions; and a demonstrated commitment to good corporate citizenship. There are no stated minimum criteria for director nominees, and the Nominating and Corporate Governance Committee may consider other factors including the appropriate size of the Board of Directors and the overall mix of professional experience of the members of the Board. The Nominating and Corporate Governance Committee may request references and additional information from the candidate prior to reaching a conclusion. The Nominating and Corporate Governance Committee is under no obligation to formally respond to recommendations, although as a matter of practice, every effort is made to do so.

The Nominating and Corporate Governance Committee believes that differences in background, professional experience, education, skill and viewpoint enhance the Board of Directors' performance. Thus, the Nominating and Corporate Governance Committee considers such diversity in selecting, evaluating and recommending proposed nominees. However, neither the Nominating and Corporate Governance Committee nor the Board of Directors has implemented a formal policy with respect to the consideration of diversity for the composition of the Board of Directors.

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Executive Committee

We have a separately designated standing Executive Committee of the Board of Directors. The Executive Committee may exercise the authority of the Board between Board meetings, except to the extent that the Board has delegated authority to another committee or to other persons, and except as limited by applicable law. Actions of the Executive Committee are then reviewed and ratified by the full Board at the next Board of Directors meeting.

Compensation Committee

The Compensation Committee has adopted a written charter that is available to stockholders on the "Investor Relations" page on our website at www.MMRGlobal.com. The Compensation Committee is responsible for (i) recommending the type and level of compensation for our officers, (ii) managing our equity incentive plans, and (iii) approving grants under our equity incentive plans to our non-executive officers and employees. The Compensation Committee is currently composed of three non-employee directors: Messrs. Stolar, Zwissig and Royston and Mr. Zwissig serves as Chairman. Each member of the Compensation Committee is "independent" as that concept is defined under the NASDAQ Listing Rules.

The Compensation Committee meets on a regular basis throughout the year to review the compensation provided to our executive officers and directors. At each meeting, the Compensation Committee reviews our performance of, our cash position, and the quantity and quality of services rendered by our executive officers and directors.

At the end of the year, or at such other time as deemed appropriate, the Compensation Committee meets to discuss and evaluate the annual performance of each of the executive officers and of the members of the Board of Directors. At this meeting, the Compensation Committee receives the input of our Chairman and Chief Executive Officer in conducting its evaluations, including recommendations for base salaries, and stock option grants for officers and directors. The Compensation Committee then exercises its own independent judgment, away from our Chairman and Chief Executive Officer, and creates its own recommendations for compensation, which may or may not include the recommendations provided by our Chairman and Chief Executive Officer. The Compensation Committee does not delegate its recommendation authority to any other committee or subcommittee.

The Compensation Committee subsequently presents its recommendations to the Board of Directors, who then reviews the recommendations. Following its review of the Compensation Committee's recommendations, the Board of Directors finalizes the compensation recommendations for officers and directors, and then approves those recommendations. Neither the Compensation Committee nor the Board of Directors utilizes the services of a compensation consultant.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Director Compensation

The following table sets forth certain information with respect to the compensation paid to our non-employee directors for the following fiscal year:

			Fees			Option			Stock			Other
Name	Year		Earned (1)			Grant (2)			Grant (2)			Compensation (3)			Totals
Mike Finley	2013	$	17,000	(4)	$	-		$	80,000	(5)	$	-		$	97,000
	2012	$	20,000	(4)	$	75,000	(6)	$	-		$	-		$	95,000
Douglas Helm	2013	$	19,000	(7)	$	-		$	80,000	(5)	$	-		$	99,000
	2012	$	21,000	(7)	$	75,000	(8)	$	-		$	-		$	96,000
Ivor Royston (*)	2013	$	8,500	(9)	$	84,000	(10)	$	80,000	(5)	$	-		$	172,500
	2012	$	-		$	-		$	-		$	-		$	-
Bernard Stolar	2013	$	20,500	(11)	$	-		$	80,000	(5)	$	50,000	(11)	$	150,500
	2012	$	22,000	(11)	$	75,000	(12)	$			$	50,000	(11)	$	147,000
Jack Zwissig	2013	$	16,000	(13)	$	-		$	80,000	(5)	$	-		$	96,000
	2012	$	16,000	(13)	$	75,000	(14)	$			$	-		$	91,000

1.	Amounts represented director fees earned for the respective years 2013 and 2012. Unpaid balances are reflected as a component of related party payables in the consolidated balance sheet as of December 31, 2013.
2.	Option and stock awards above are disclosed at their aggregate grant date fair values as calculated under FASB ASC 718 (formerly SFAS 123(R)). Assumptions made for the purpose of computing these amounts are discussed in Note 2 of the Notes to the Consolidated Financial Statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2013.
3.	Other compensation represents additional fees earned by each respective director for consulting services performed.
4.	Mr. Finley earned $20,000 and $17,000 respectively for 2012 and 2013. Of these amounts, $14,500 and $17,000 respectively remained unpaid as of 12/31/2013. On June 22, 2012, Mr. Finley elected to receive 575,000 shares at a price of $0.02 per share in exchange for a reduction of $11,500 in director fees that had been deferred in 2011 and 2012. The fair market value of the shares received on June 22, 2012 was $8,050 based on the closing market price of $0.014.
5.	On May 10, 2013, the Directors were each granted 500,000 shares of common stock at $0.06 per share as an incentive. The grant date fair value of these options, based on the market closing price of $0.05 per share, amounted to $25,000 each. The shares do not vest until January 10, 2014 and are forfeitable before that date. On December 31, 2013, the Directors were each granted 1,000,000 shares of common stock at $0.05 per share as an incentive. The grant date fair value of these options, based on the market closing price of $0.036 per share, amounted to $36,000 each. The shares do not vest until January 1, 2015 and are forfeitable before that date.
6.	On April 6, 2012, Mr. Finley was granted 1,250,000 stock options to purchase shares of our common stock with an exercise price of $0.06 per share as an incentive. The grant date fair value for these options, based on the market closing price of $0.028 amounted to $35,000.
7.	Mr. Helm earned $21,000 and $19,000 respectively for 2012 and 2013. Of these amounts, $15,000 and $19,000 respectively remained unpaid as of 12/31/2013. On June 22, 2012, Mr. Helm elected to receive 3,522,499 shares at a price of $0.02 per share in exchange for a reduction of $70,450 in director fees that had been deferred in 2009, 2010, 2011 and 2012. The fair market value of the shares received on June 22, 2012 was $49,315 based on the closing market price of $0.014.
8.	On April 6, 2012, Mr. Helm was granted 1,250,000 stock options to purchase shares of our common stock with an exercise price of $0.06 per share as an incentive. The grant date fair value for these options, based on the market closing price of $0.028 amounted to $35,000.

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9.	Mr. Royston earned $8,500 for 2013. The whole balance remained unpaid as of 12/31/2013.
10.	Mr. Royston was granted 1,050,000 stock options to purchase shares of our common stock on May 28, 2013 with an exercise price of $0.08 per share. The grant date fair value for these options, based on the market closing price of $0.065 amounted to $68,250.
11.	Mr. Stolar earned $22,000 and $20,500 respectively for 2012 and 2013 for Director Fees and $50,000 per year for consulting fees. Of these amounts, $14,250 and $20,500 respectively remained unpaid as of 12/31/2013 for Director Fees and $25,000 and $50,000 respectively remained unpaid as of 12/31/2013 for Consulting Fees. On June 22, 2012, Mr. Stolar elected to receive 7,672,176 shares at a price of $0.02 per share in exchange for a reduction of $153,444 in director and consulting fees that had been deferred in 2009, 2010, 2011 and 2012. The fair market value of the shares received on June 22, 2012 was $107,410 based on the closing market price of $0.014.
12.	On April 6, 2012, Mr. Stolar was granted 1,250,000 stock options to purchase shares of our common stock with an exercise price of $0.06 per share as an incentive. The grant date fair value for these options, based on the market closing price of $0.028 amounted to $35,000.
13.	Mr. Zwissig earned $16,000 and $16,000 respectively for 2012 and 2013. Of these amounts, $12,000 and $16,000 respectively remained unpaid as of 12/31/2013. On June 22, 2012, Mr. Zwissig elected to receive 2,245,100 shares at a price of $0.02 per share in exchange for a reduction of $44,902 in director fees that had been deferred in 2009, 2010, 2011 and 2012. The fair market value of the shares received on June 22, 2012 was $31,431 based on the closing market price of $0.014.
14.	On April 6, 2012, Mr. Zwissig was granted 1,250,000 stock options to purchase shares of our common stock with an exercise price of $0.06 per share as an incentive. The grant date fair value for these options, based on the market closing price of $0.028 amounted to $35,000.
(*)	Mr. Royston joined the Board on May 27, 2013.

Narrative to Director Compensation Table

Since January 2009, our Board has paid fees to non-employee directors as follows: an annual fee of $12,000, plus an additional annual fee of $5,000 for the Chairman of the Audit Committee, and an additional annual fee of $4,000 for the Chairmen of our Compensation and Nominating and Corporate Governance Committees. Non- employee directors receive $1,000 for in-person attendance at non-telephonic meetings, and $500 for telephonic participation in both in-person and telephonic meetings. Our non-employee directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board and for other expenses reasonably incurred in their capacity as directors. We do not compensate our employee director, Mr. Lorsch, for serving as director on our Board. Our full Board will consider further changes upon the recommendation of the Compensation Committee when appropriate.

Executive Compensation

2013 Results of our Stockholder Vote on Executive Compensation

At our annual meeting of stockholders held in July 2013, more than 90% of the votes cast on the say-on-pay proposal were voted in favor of the proposal supporting our named executive officer's compensation. Our Compensation Committee believes this affirms our stockholders' support of our approach to executive compensation, which we believe has contributed greatly to our operations. Our Compensation Committee continues to monitor and consider the results of such votes in its analysis of our executive compensation programs. Additionally, our general approach with respect to executive compensation for 2013 was substantially similar to the approach taken for 2012.

In addition, our stockholders' overwhelmingly requested that we seek future stockholder advisory votes on our named executive officers' compensation one every three year; our next vote will be during our annual meeting in the summer of 2016.

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Summary Compensation Table

The following table summarizes the compensation earned by each of our "named executive officers" for the past two fiscal years, determined on the basis of rules adopted by the SEC relating to "smaller reporting companies."

															All
									Stock			Option			Other
Name	Year		Salary			Bonus			Award (1)			Award (1)			Compensation			Totals
Robert Lorsch	2013	$	339,916	(2)	$	100,000	(3)	$	125,000	(4)	$	-		$	60,346	(5)	$	625,262
Chief Executive Officer	2012	$	180,000	(6)	$	450,000	(7)	$	14,993	(8)	$	75,000	(9)	$	60,346	(5)	$	780,339
Ingrid Safranek	2013	$	191,500	(10)	$	100,000	(3)	$	125,000	(4)	$	-		$	-		$	416,500
Chief Financial Officer	2012	$	180,000	(11)	$	2,000		$	20,000	(12)	$	75,000	(9)	$	-		$	277,000

1.	Option and stock awards above are disclosed at their aggregate grant date fair values as calculated under FASB ASC 718 (formerly SFAS 123(R)). Assumptions made for the purpose of computing these amounts are discussed in Note 2 of the Notes to the Consolidated Financial Statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2013.
2.	During 2013, Mr. Lorsch earned $339,916 in salary. Of that amount, $70,369 was related to retroactive salary increases of 5% per year for 2010, 2011, 2012 and 2013 as called for by his employment agreement, and which had not been previously booked, and $37,500 was related to an increase in salary approved by the Board effective May 16, 2013. As of December 31, 2013, $150,359.26 remained unpaid.
3.	On May 10, 2013, the Board of Directors reviewed Mr. Lorsch and Ms. Safranek's employment agreements which called for annual bonus and stock option grants as determined by the Board in its sole discretion. The Board then approved an annual bonus of $100,000 for each. As of the date of this report, those amounts remain unpaid.
4.	On May 10, 2013, Mr. Lorsch and Ms. Safranek were each granted 1,250,000 shares of common stock at $0.06 per share as an incentive. The grant date fair value of these options, based on the market closing price of $0.05 per share, amounted to $62,500 each. The shares do not vest until January 10, 2014 and are forfeitable before that date. On December 31, 2013, Mr. Lorsch and Ms. Safranek were each granted 1,000,000 shares of common stock at $0.05 per share as an incentive. The grant date fair value of these options, based on the market closing price of $0.036 per share, amounted to $36,000 each. The shares do not vest until January 1, 2015 and are forfeitable before that date.
5.	During the years ended December 31, 2012 and December 31, 2013, Other Compensation to Mr. Lorsch included $36,000 of auto allowance and $24,346 paid by the Company on behalf of Mr. Lorsch for a life insurance policy under which MMR is a 50% beneficiary.
6.	During 2012, Mr. Lorsch earned $180,000 in salary per his employment agreement with the Company.
7.	On December 28, 2011, the Board of Directors agreed to renew Mr. Lorsch's employment agreement effective January 1, 2012 for an additional three year term ending on December 31, 2014. The employment agreement called for annual bonus and stock option grants as determined by the Board in its sole discretion. In negotiating the renewal, it was pointed out that such bonuses and grants had never been issued under the employment agreement. Therefore, the Board approved an annual bonus of $150,000 for each of the last three years payable under the following conditions: (a) in the event of a change of control; or (b) any portion of the bonus could be paid in any quarter in which the Company would achieve profitability excluding non-cash expenses after payment of such portion of the bonus; or (c) any portion of the bonus amount may be used to convert options or warrants at $0.125 per share or above.
8.	On April 6, 2012, Mr. Lorsch was granted 470,000 shares of common stock at $0.0319 per share in consideration of a personal guaranty to a lender for a bridge loan received by the Company. The grant date fair value of these options, based on the market closing price of $0.028 per share, amounted to $13,160.
9.	On April 6, 2012, Mr. Lorsch and Ms. Safranek were each granted 1,250,000 stock options to purchase shares of our common stock with an exercise price of $0.06 per share as an incentive. The grant date fair value of these options, based on the market closing price of $0.028 per share, amounted to $35,000 each.

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10.	During 2013, Ms. Safranek earned $191,500 in salary per her employment agreement with the Company. On May 10, 2013, the Board reviewed Ms. Safranek's employement agreement, which called for an annual increase of 5%, and noting that such increases had not been previously booked, authorized a salary increase effective 5/16/2013 to $200,000 per year. The salary earned in 2013 includes $11,500 salary adjustment due to the aforementioned salary increase. Of that amount, $115,000 was paid in cash during the year, and $76,500 remained unpaid as of December 31, 2013, which is included in deferred salaries.
11.	During 2012, Ms. Safranek earned $180,000 in salary per her employment agreement with the Company. Of that amount, $106,000 was paid in cash during the year, $29,000 was paid in stock through the issuance of 1,450,000 shares at $0.02 per share on June 22, 2012 when the market price of the stock was $0.014 per share, and $45,000 remained unpaid as of December 31, 2013, which is included in deferred salaries. In addition, On June 22, 2012, Ms. Safranek elected to receive 1,800,000 shares at a price of $0.02 per share in exchange for a reduction of $36,000 in deferred salaries that had been deferred from 2011. The fair market value of the shares received on June 22, 2012 was $45,500 based on the closing market price of $0.014.
12.	On June 22, 2012, Ms. Safranek was granted 1,000,000 shares of common stock at $0.02 per share as an incentive. The grant date fair value of these options, based on the market closing price of $0.0138 per share, amounted to $13,800. The shares did not vest until January 22, 2013 and were forfeitable before that date.

Narrative to Summary Compensation Table

Employment Agreements

The Company has employment agreements with its Chairman, President and Chief Executive Officer, Robert H. Lorsch, and its Vice President of Finance and Chief Financial Officer, Ingrid Safranek. Under each employment agreement, the executive officers receive a base salary, subject to annual increases as determined by the board of directors, certain benefits as set forth in the employment agreements, and an annual bonus at the discretion of the board of directors.

On January 29, 2009 we entered into an employment agreement with our Chairman, President and Chief Executive Officer, Robert H. Lorsch, with an initial term ending on December 31, 2011, subject to successive automatic extension unless we or Mr. Lorsch elect not to extend. Under the terms of his agreement, Mr. Lorsch shall serve as both our President and Chief Executive Officer and President and Chief Executive Officer of our wholly-owned subsidiary, MMR. The agreement provides for a base salary of $15,000 per month, subject to an upward increase and with an annual bonus and stock option grants in such amounts, if any, as the Board of Directors may determine in its sole discretion. Mr. Lorsch receives a monthly auto allowance, reimbursement of certain life insurance premiums, and reimbursement for certain other insurance coverage, and is entitled to participate in benefits generally made to our senior executives.

On December 28, 2011, the Board of Directors agreed to renew Mr. Lorsch's employment agreement effective January 1, 2012 for an additional three year term ending on December 31, 2014. The term of the Renewal expires on December 31, 2014, but may be extended automatically for successive additional one-year periods at the expiration of the then-current term unless written notice of non-extension is provided to Mr. Lorsch with at least 90 days prior notice to the expiration of such term. On May 13, 2013, the Board of Directors approved a salary increase for Mr. Lorsch to $20,000 per month effective May 16, 2013. In addition, on December 31, 2013, the Board of Directors agreed to extend Mr. Lorsch's employment term to December 31, 2015 under the same terms. Mr. Lorsch's current annual base salary will remain unchanged, and authorized a one-time catch up accrual for the minimum 5% annual increase as called under the agreement which had not been previously booked, with the understanding that, as in the past, portions of the payments could be deferred into future periods. Mr. Lorsch may terminate the agreement upon 30 days written notice without reason or for good reason (as defined in the agreements) if we fail to cure acts or omissions constituting good reason within 30 days. If Mr. Lorsch's employment is terminated by us for cause or voluntarily by Mr. Lorsch without good reason, he will not be entitled to receive any severance payments or benefits under the employment agreement. If Mr. Lorsch's employment is terminated by us without cause or voluntarily by Mr. Lorsch for good reason, Mr. Lorsch will be entitled to one year of salary at his then current rate of pay, including all monthly benefits, and the pro rata portion of the annual bonus otherwise due Mr. Lorsch. In the event of his disability, Mr. Lorsch would be entitled to receive compensation equal to 60% of his base salary as then in effect. Mr. Lorsch's employment agreement includes provisions that prohibit Mr. Lorsch from disclosing our confidential information and trade secrets and competing with us during the term of his employment agreement or soliciting our employees for 12 months following termination of employment.

We also have entered into a consulting agreement with The RHL Group, Inc., which is wholly-owned by Mr. Lorsch that provides for a monthly fee of $25,000 plus reimbursement of expenses including medical insurance. The RHL Group provides consulting, operational and technical services to the Company, which we refer to as the RHL Services. As part of the RHL Services, the RHL Group provides the Company with unrestricted access to its internal business and relationship contact database of more than 10,000 persons and entities, which includes clients of the RHL Group and other individuals which may hold value to the Company. The RHL Group also provides infrastructure support to the Company, including allowing the Company unlimited access to its facilities, equipment, and data, information management and server systems. The RHL Group has also consented to allow the Company to utilize the full-time services of Mr. Lorsch as the Company's President, Chairman and Chief Executive Officer, which requires substantial time and energy away from his required duties as The RHL Group's Chairman and Chief Executive Officer. In addition, The RHL Group has made its President, Kira Reed, available as the Company's spokesperson. Ms. Reed, who is Mr. Lorsch's spouse, also manages the Company's social networking activities.

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On January 26, 2010, we entered into an employment agreement with Ingrid Safranek as our Vice President, Chief Financial Officer and Secretary. Under the employment agreement, Ms. Safranek receives a base salary, subject to annual increases as determined by the Board of Directors, certain benefits as set forth in the employment agreement, and an annual bonus at the discretion of the board of directors. Ms. Safranek's employment agreement was effective until June 15, 2010, but was extended until June 15, 2011. On December 10, 2010, the Board approved Ms. Safranek's employment agreement to be amended to extend the term for an additional one year commencing on January 1, 2011. On December 28, 2011, the Board extended the current employment agreement for an additional two years term and approved an increase in her base salary with the understanding that, from time to time, it could be necessary to defer certain payments or benefits into future periods. On May 13, 2013, the Board approved a salary increase for Ms. Safranek to $16,667 per month, with the understanding that, as in the past, portions of the payments could be deferred into future periods. Furthermore, on December 31, 2013, the Board elected to renew Ms. Safranek's agreement for an additional two year term under the same terms as before.

The current term of Ms. Safranek's employment agreement is effective until December 31, 2015 and will automatically renew for successive 12 month periods unless terminated at least 30 days prior to the end of the term. The employment agreement may be terminated by the Company without cause (as defined in the agreement) upon 90 days written notice or for cause if Ms. Safranek fails to cure the acts or omissions constituting cause within 30 days. If Ms. Safranek's employment is terminated by the Company for cause or voluntarily by Ms. Safranek without good reason, she will not be entitled to receive any severance payments or benefits under the employment agreement. If Ms. Safranek's employment is terminated by the Company without cause or voluntarily by Ms. Safranek for good reason, Ms. Safranek will be entitled to one year of salary at her then current rate of pay, including all monthly benefits, and the pro rata portion of the annual bonus otherwise due Ms. Safranek. In the event of her disability, Ms. Safranek would be entitled to receive compensation equal to 60% of her base salary as then in effect. Ms. Safranek's employment agreement includes provisions that prohibit her from disclosing our confidential information and trade secrets and competing with us during the term of his employment agreement or soliciting our employees for 12 months following termination of employment.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information on all outstanding equity awards held by our named executive officers as of December 31, 2013.

	Option/Warrant Awards
	Number of Securities Underlying Unexercised Options/Warrant Exercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Option/Warrant (#)	Option/Warrant Exercise Price ($)	Option/Warrant Expiration Date
Robert Lorsch	13,555,000	625,000	$0.028 - $0.125	8/6/2014,
Chief Executive Officer				1/27/2020
				& 4/6/2022
Ingrid Safranek	2,725,000	625,000	$0.06 - $0.18	1/21/2020,
Chief Financial Officer				6/15/2020,
				1/3/2021
				& 4/6/2022

Compensation and Risk Management

Our Compensation Committee and Board of Directors have analyzed whether our executive and employee compensation practices create improper incentives that would result in a material risk to us. Based on this analysis, the Compensation Committee and the Board of Directors has determined that none of our compensation practices for our executive officers or employees is reasonably likely to have a material adverse effect on us.

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Change of Control Arrangements

We have employment agreements with two of our executive officers that contain the following change of control arrangements.

Robert Lorsch: In the event the Executive voluntarily terminates his employment hereunder due to a change of control, we shall pay the Executive an amount equal to twenty four months' salary at the Executive's rate of pay at the time of termination, including all benefits payable monthly for twenty four months.

Ingrid Safranek: In the event the Executive voluntarily terminates his employment hereunder due to a change of control, we shall pay the Executive an amount equal to twenty four months' salary at the Executive's rate of pay at the time of termination, including all benefits payable monthly for twenty four months.

Policies Regarding Tax Deductibility of Compensation

Section 162(m) of the U.S. federal tax code prevents us from taking a tax deduction for non-performance-based compensation in excess of $1 million in any fiscal year paid to the chief executive officer and the three other most highly compensated named executive officers (excluding the chief financial officer). The Compensation Committee continues to review our compensation practices to determine what steps it should take to ensure that our executive officer compensation is exempt from Section 162(m).

Principal Accountant Fees and Services

The following table represents aggregate fees billed for the fiscal years ended December 31, 2013 and 2012 by Rose, Snyder & Jacobs. Rose, Snyder & Jacobs performed the audit of our financial statements for the year ended December 31, 2013. All fees described below were approved by the Audit Committee pursuant to our pre-approval policy also discussed below.

Audit Fees -Total fees billed for audit services relating to the fiscal years ended 2013 and 2012 were $70,000 and $75,000, respectively. 

Audit-Related Fees -Total fees billed for audit related services relating to the fiscal year ended 2013 and 2012 were $12,375 and $20,500, respectively. 

Tax Fees - Tax fees billed for tax services relating to the fiscal years ended 2013 and 2012 were $57,500 and $0, respectively.  These fees are for professional services rendered for tax compliance, tax consulting and transfer pricing study.

All Other Fees - Total fees billed for other services relating to the fiscal year ended 2013 and 2012 were $0.

Audit fees include the audit of our annual financial statements presented in our Annual Reports on Form 10- K, reviews of interim financial statements presented in our Quarterly Reports on Form 10-Q and accounting, reporting and disclosure consultations related to those audits and fees related to consents and reports in connection with regulatory filings.

Our Audit Committee has considered whether the provision of non-audit services is compatible with maintaining the independence of Rose, Snyder & Jacobs, and has concluded that the provision of such services to the degree utilized is compatible with maintaining the independence of our registered public accounting firm. All services provided by Rose, Snyder & Jacobs in 2012 were pre-approved by the Audit Committee after review of each of the services proposed for approval.

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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee has adopted a pre-approval policy for auditor services, which allows our Chief Executive Officer and/or the Chief Financial Officer to engage the independent registered public accountants, on a case-by-case basis, to consult with our management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, Financial Accounting Standards Board or other regulatory or standard-setting bodies.  In addition, the Audit Committee may periodically obtain from the independent registered public accountants estimates of anticipated fees for services in the defined categories of audit services, audit-related services, and tax services for a specified accounting period and pre-approves services in such categories up to specified amounts. Pre-approval may also be given as part of the Audit Committee's approval of the scope of the engagement of the independent registered public accounting firm or on an individual explicit case-by-case basis before the independent registered public accountants are engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee's members, but the decision must be reported to the full Audit Committee at its next scheduled meeting. The members of the Audit Committee approved the fees during subsequent meetings of the Audit Committee.

Householding

We have adopted a procedure, approved by the SEC, called "householding." Under this procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of this Notice of Internet Availability of Proxy Materials, unless we are notified that one or more of these stockholders wishes to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.  Stockholders who participate in householding will continue to receive separate proxy cards.

If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of this Notice of Internet Availability of Proxy Materials and any accompanying documents, or if you hold our stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact us at (323) 761-7002 or write to MMRGlobal, Inc. at 4401 Wilshire Blvd., Suite 200, Los Angeles, CA 90010.

If you participate in householding and wish to receive a separate copy of this Notice of Internet Availability of Proxy Materials and any accompanying documents, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact us as indicated above. Upon your written or oral request, we will promptly deliver you a separate copy of this Notice of Internet Availability of Proxy Materials and accompanying documents.

OTHER MATTERS

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

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ANNUAL REPORT

Our Annual Report on Form 10-K for the year ended December 31, 2013 (without exhibits), is being forwarded to each stockholder with this Proxy Statement. The Annual Report on Form 10-K is not to be regarded as proxy soliciting material or as a communication by means of which any solicitation is to be made.

By Order of the Board of Directors,

Sincerely,

/s/ Robert H. Lorsch

Robert H. Lorsch
Chief Executive Officer

Los Angeles, California,
June 6, 2014

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