Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No. __)
Filed by the Registrant
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Filed by a Party
other than the Registrant ☐
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appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (As Permitted by Rule
14a-6(e)(2))
☐
Definitive Proxy Statement
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Definitive Additional Materials
☐
Soliciting Material under Rule 14a-12
ZOOM TELEPHONICS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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ZOOM TELEPHONICS, INC.
225
Franklin Street
Boston,
MA 02110
SUPPLEMENT TO
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
DATED JUNE 4, 2020
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 17, 2020
This
supplement (the “Supplement”) provides updated
information with respect to the 2020 Annual Meeting of Stockholders
(the “Annual Meeting”) of Zoom Telephonics, Inc. (the
“Company”) to be held on July 17, 2020 by
live webcast at www.virtualshareholdermeeting.com/ZMTP2020. The
meeting will be held in virtual format only and will begin at 10:00
a.m. Eastern Time.
On June
4, 2020, the Company commenced distributing to its stockholders a
Notice of the Annual Meeting of Stockholders and Definitive
Proxy Statement (the “Notice and Proxy Statement”)
for the Annual Meeting. This Supplement, which describes a recent
change in the proposed nominees for election to the Board of
Directors (the “Board”) of the Company, should be read
in conjunction with the Notice and Proxy Statement.
Withdrawal of Nominee for Election as Director
Jonathan Seelig,
who joined the Board in May 2019 and was included in the Notice
and Proxy Statement as a nominee
for re-election as a director at the Annual Meeting,
submitted his resignation from the Board on July 6, 2020.
Mr. Seelig was a member of the Nominating Committee of the Board
and, by resigning from the Board, also resigned from the Nominating
Committee. Mr. Seelig’s resignation was not the result of any
disagreements with the Company on any matter relating to the
Company’s operations, policies or practices. The Board
accepted Mr. Seelig’s resignation on July 9,
2020.
Due to
his resignation, Mr. Seelig's name has been withdrawn from
nomination for re-election to the Board at the Annual Meeting. The
Board has determined that it will not nominate a replacement
Director for election at the Annual Meeting.
Proposed Change to Elect the Eight Remaining Director Nominees in
Proposal 1
Pursuant to the
Company's By-Laws, the Board has reduced the number of Directors
that shall constitute the whole Board from nine to eight, effective
as of July 9, 2020. Pursuant to a stock purchase agreement with the
Company dated May 3, 2019 Zulu Holdings LLC, which is the
beneficial owner of 3,727,273 shares, or 17.4%, of the
Company’s Common Stock as of May 22, 2020 and is indirectly
owned by the Company’s Executive Chairman of the Board and
acting principal executive officer, Jeremy Hitchcock, and his
spouse, is entitled to designate a replacement director for Mr.
Seelig subject to the approval of such designee by a majority of
the independent directors of the Company. Zulu Holdings LLC has
reserved the right to designate a replacement director and it is
anticipated that, when a replacement director is designated and
approved by a majority of the Company’s independent
directors, the Board will be expanded to consist again of nine
members and the designee will be elected to the Board.
Item 1
in the Notice and Proxy Statement now is a proposal to elect the
eight remaining director nominees named in the Proxy Statement to
hold office until the next annual meeting of
stockholders.
The Board Recommends that you Vote FOR each of the Eight Remaining
Director Nominees
The
Board unanimously recommends a vote for each of the eight director
nominees.
Voting Matters
If you have
already voted, you do not need to take any action unless you wish
to change your vote. Proxy
voting forms already returned by stockholders will remain valid and
will be voted at the Annual Meeting unless
revoked.
Shares
represented by proxy voting forms before the Annual Meeting will be
voted for the directors nominated by the Board as instructed on the
form, except that votes will not be cast for Mr. Seelig because he
has resigned from the Board and is no longer standing
for re-election. If you have not yet voted, please
complete the proxy voting form or submit your voting instructions,
disregarding Mr. Seelig’s name as a nominee for election as
director.
None
of the other agenda items presented in the Notice and Proxy
Statement are affected by this Supplement, and shares represented
by proxy voting forms returned before the Annual Meeting will be
voted with respect to all other matters properly brought before the
Annual Meeting as instructed on the form.
Information
regarding how to vote your shares, or revoke your proxy or voting
instructions, is available in the Notice and Proxy
Statement.
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BY
ORDER OF THE BOARD OF DIRECTORS
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By:
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/s/ Jacquelyn
Barry Hamilton
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Jacquelyn
Barry Hamilton |
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Chief
Financial Officer
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Boston, Massachusetts
July 9, 2020
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 17,
2020
Zoom
Telephonic, Inc.’s Notice of the Annual Meeting, Proxy
Statement, Form of Proxy, and Annual Report to Stockholders for the
fiscal year ended December 31, 2019, as well as this Proxy
Statement Supplement dated July 9, 2020, are available, free of
charge, at www.proxyvote.com. You will need to input the Control
Number located on the proxy card or notice of internet availability
of proxy materials when accessing these documents. A separate
notice of internet availability of such proxy materials was first
sent to our stockholders on or around June 4, 2020. Stockholders
may access these materials and vote over the internet or request
delivery of a full set of materials by mail or email. If you
receive the separate notice of internet availability of proxy
materials, you will not receive a paper or email copy of the proxy
materials unless you request one in the manner set forth in the
notice.